Giovanni Costantino, The Italian Sea Group’s CEO, has resigned. So, too, has Gianmaria Costantino, its chief commercial officer. The resignations have triggered the need to replace the entire board of directors in compliance with its bylaws.
Giovanni Costantino (above) is further chairman of the board and the controlling shareholder. Through his company GC Holding, he holds 53.6 percent of The Italian Sea Group’s shares. Gianmaria Costantino (below) is additionally a board member and a non-executive director, as well as Giovanni Costantino’s son. In a statement, the company says that the Costantinos did “everything possible to address the crisis and bring the Company to its current stage in the restructuring process.” Despite that, the two “have determined that the continuation of this process can now be facilitated by a change in governance, which is likely to strengthen stakeholder confidence and ensure continuity and the best possible satisfaction of creditors.”
“The crisis” is a reference to a series of financial emergencies this year. In March, the company revealed it had discovered unauthorized cost overruns and other financial irregularities, filing criminal complaints against unnamed former executives. The Italian Sea Group received court protections the following month, restricting creditors from enforcing claims, canceling contracts, and taking other actions impairing restructuring. Five superyacht owners with projects in build, however, were excluded from those restrictions. The company requested and received additional protection this month following faltered client talks.
The same statement announcing the resignations of Giovanni Costantino and Gianmaria Costantino indicates that the “dissolution of the entire Board of Directors” has occurred. This has resulted because “the majority of directors appointed by the Shareholders’ Meeting is no longer in office.” Importantly, and in accordance with Italian law, the current directors are remaining on an interim basis to preserve continuity. Under The Italian Sea Group’s bylaws, they must hold a shareholders’ meeting soon to appoint a new board.
Similarly, the dissolution doesn’t impact the ongoing restructuring process. The new board will therefore need to adhere to the court-ordered deadlines and related matters. That also includes disclosure obligations, since The Italian Sea Group trades on the Milan stock exchange.
As of May 31, it had net financial debt of €178.8 million (about $204.5 million). Cash and cash equivalents totalled €7.5 million (about $8.6 million). Furthermore, its overdue liabilities amounted to €266.8 million ($305.2 million), including accounts payable, factoring-related liabilities, tax liabilities, and social-security obligations. Also, since March 16, the Group says creditors have enforced 30 payment orders totaling €2.046 million ($2.34 million). Although it has settled 22 of them, for €408,000 (about $467,000), the remaining eight are in different stages, such as formal challenge and negotiations.
The Italian Sea Group is the parent company for the Admiral, Tecnomar, Perini Navi, PIcchiotti, NCA Refit yacht brands. It also owns Celi 1920, a custom-furnishings maker.
The Italian Sea Group theitalianseagroup.com
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