Seaspan Corporation Form 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
__________________________
 FORM 6-K 
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: November 3, 2006
Commission File Number 1-32591
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SEASPAN CORPORATION
(Exact name of Registrant as specified in its Charter)
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Unit 2, 7th Floor, Bupa Centre
141 Connaught Road West
Hong Kong
China
(Address of principal executive offices)
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[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]
 Form 20-F
  __X__ 
 Form 40-F
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[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-I Rule 101 (b)(1).]
 Yes
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 No
  __X__ 

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).]
 Yes
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 No
  __X__ 
 
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
 Yes
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 No
  __X__ 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .
 
 
Item 1 - Information Contained in this Form 6-K Report
 
Attached as Exhibit I is a copy of an announcement of Seaspan Corporation dated November 2, 2006
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
SEASPAN CORPORATION
 
 		  
 		  
 
Date: November 3, 2006 By:   /s/ Kevin M. Kennedy 
 
Kevin M. Kennedy
  Chief Financial Officer
 
 
 
 Exhibit I     
   Seaspan Corporation
   Unit 2, 7th Floor, Bupa Centre
   141 Connaught Road West
   Hong Kong, China
   
   c/o 2600 - 200 Granville Street
   Vancouver, BC
   Canada V6C 1S4
   Tel: 604-482-8777
   Fax: 604-648-9782
   www.seaspancorp.com
FOR IMMEDIATE RELEASE
 
SEASPAN CORPORATION ANNOUNCES PRICING OF
10,000,000 COMMON SHARES
 
 
Hong Kong, China, November 2, 2006 - Seaspan Corporation (the “Company”) (NYSE:SSW) announced today the pricing of 10,000,000 common shares at a public offering price of $21.50 per share. The net proceeds, after underwriting discounts and offering expenses, to the Company will be approximately $204.5 million. The underwriters have been granted an option to purchase up to 1,500,000 additional common shares to cover over-allotments, if any. The Company intends to use the net proceeds from this offering to fund a portion of the purchase price of the undelivered vessels that the Company has contracted to purchase and for working capital and other general corporate purposes.
 
Citigroup Corporate and Investment Banking and Merrill Lynch & Co. are acting as joint book-running managers of the offering. Wachovia Securities and Dahlman Rose & Company are acting as senior co-managers. DnB NOR Markets and Fortis Securities are acting as co-managers.
 
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This offering may be made only by means of a prospectus supplement and accompanying base prospectus.
 
Copies of the prospectus supplement and accompanying base prospectus related to this offering may be obtained from Citigroup Corporate and Investment Banking, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 or Merrill Lynch & Co., 4 World Financial Center, New York, NY 10080.
 
About Seaspan
 
Seaspan owns containerships and charters them pursuant to long-term fixed-rate charters. Seaspan’s fleet of 41 containerships consists of 18 existing containerships and 23 to be delivered over approximately the next three years.
 
Seaspan’s common shares are listed on the New York Stock Exchange under the symbol “SSW”.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and our operations, performance and financial condition, including, in particular, the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "will," "may," "potential," "should," and similar expressions are forward-looking statements. These forward-looking statements reflect management's current views only as of the date of this presentation and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this release. Although these statements are based upon assumptions we believe to be reasonable based upon available information, including operating margins, earnings, cash flow, working capital and capital expenditures, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: future operating or financial results; our expectations relating to dividend payments and forecasts of our ability to make such payments; pending acquisitions, business strategy and expected capital spending; operating expenses, availability of crew, number of off-hire days, drydocking requirements and insurance costs; general market conditions and shipping market trends, including charter rates and factors affecting supply and demand; our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities; estimated future capital expenditures needed to preserve our capital base; our expectations about the availability of ships to purchase, the time that it may take to construct new ships, or the useful lives of our ships; our continued ability to enter into long-term, fixed-rate time charters with our customers; our ability to leverage to our advantage our Manager's relationships and reputation in the containership industry; changes in governmental rules and regulations or actions taken by regulatory authorities; changes in worldwide container demand; changes in trading patterns; competitive factors in the markets in which we operate; potential inability to implement our growth strategy; potential for early termination of long-term contracts and our potential inability to renew or replace long-term contracts; ability of our customers to make charter payments; potential liability from future litigation; conditions in the public equity markets; and other factors detailed from time to time in our periodic reports. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common and subordinated shares.

For Investor Relations and Media Inquiries:
Mr. Kevin M. Kennedy
Chief Financial Officer
Seaspan Corporation
Tel. 604-638-2575
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