The Confederate Naval Department turned to James Dunwoody Bulloch - the Confederate States of America's agent in England - on July 16, 1864 and ordered him to find a suitable replacement for the destroyed Confederate raider CSS Alabama. Bulloch closely watched British shipyards for suitable vessels and found a potential blockade runner - the "Sea King". A well-constructed, fully-rigged, three-masted ship having twenty-one square sails with steam power as an auxiliary propulsion system. The designers had built-in the new ability to disconnect and lift her screw into the well deck below the ship - increasing her speed when under sail power alone.



The civilian steamer Sea King was built as a British cargo or troop ship with primary sails and a steam-powered 1,160 ton screw engine as secondary. She was launched on the River Clyde in Glasgow, Scotland, in August 1863. The Sea King was the first screw steamer built on a scheme using iron frames under wooden planking. Designed to be a fast ship of commerce, able to cross the ocean and bring the first teas of the growing season from China to many London households.



She had three decks built from teak wood, a raised forecastle with a clipper bow that extended from the forecastle to the forward bulkhead and a large poop deck extending 30 feet over the Captain's cabin. Shipbuilders often designed a cabin space at the very rear of the ship called a poop cabin that would extend a few feet above the level of the main deck aft and finished off with a flat roof. The flat roof of the poop, or captain's, cabin served as an observation platform called the poop deck. Officers and petty officers often used the poop deck as an ideal position for observing the horizon for ships during action - or to keep a watchful eye over their own crew from above. Under the poop deck was a well deck which would hold the raised propeller when the ship moved just under sail power. Below the half deck was a dining saloon, staterooms and the officer's quarters.



The crew was housed in the topgallant forecastle. Between the fore and main masts was built a large deckhouse containing the galley and rooms for the ships petty officers. Her bathrooms were built with inside toilets - a rather modern quality for a wooden vessel of the time. Between the main and mizzenmast, space was allocated for the auxiliary steam engine and the boiler rooms. The engine space was surrounded by coal bunkers that were always a safety problem with flammable coal dust and open flames found in the boiler rooms. Canvas partitions were used to reduce the airborne coal dust and limit the threat of onboard fires.



Shortly after the Sea King was completed, Bulloch noticed the new ship at anchor and saw that her size and use of dual power between wind and steam made her an ideal candidate for conversion to an armed cruiser commerce raider. The Secretary of State of the North, William Seward, had previously warned the British government about allowing the Confederate Navy to purchase ships and cannon to be used in the War Between the States - otherwise known as the American Civil War. British authorities would not sell war goods to the Confederate cause and to their agent Bulloch in the open, requiring him to act covertly with owners of ships directly to help avoid detection by Union spies. First Bulloch quietly purchased coal, cannon, powder and supplies as well as a tender ship to carry them - this ship named the "Laurel". Customs officials in Liverpool could uncover no violation of any municipal laws and allowed the Laurel to leave Liverpool on Sunday morning October 9th, 1864, the very same day that the Sea King left London under the ruse of a trading voyage to Bombay, India for tea. The total cost for her purchase was 53,715 pounds, 10 shillings and 9 pence.



Sea King sailed to the region of Madeira near the port of Funchal, Portugal where she rendezvoused with the Laurel. The Laurel brought supplies and Confederate Naval officers and some crew members that were acquired in Scotland. Her war supplies were heavy cannon and equipment needed to refit her to become a commerce raider. Although Bulloch asked for Lieutenant William H Murdaugh to take command he was unavailable and C.S. Navy First Lieutenant James Iredell Waddell was chosen. The refit work had to be at sea under the supervision of Waddell, who became the cruiser's first Commanding Officer. Waddell took his ship to sea as the Sea King - a merchant ship - her decks stacked with supplies. The gun ports had not yet been cut out for the cannon batteries that needed to be moved from the Laurel to the Sea King's quarter deck. This conversion to a Confederate "man-of-war", or any ship, was normally performed in a naval shipyard. However, due to the secret nature of the mission, the work was to be done at sea with an untrained and minimum crew.



The two ships were lashed together at sea and cannon and supplies were hoisted over the side of the Laurel onto the deck of the Sea King. When Waddell tried to mount the guns, he found the needed cannon tackle for the 4x8 inch and the 2x32 pounders had not been obtained. The tackle was used to restrict the recoil when the cannons were fired. Without them, the recoil would carry the cannon to the other side of the ship, possibly injuring or killing sailors and even smashing thru the railing and falling into the sea. Although Waddell had the guns sticking through the newly cut gun ports and they would be visible to any ship that approached, without the tackle they could not be fired in anger. Waddell had the use of the 2x12 pounders that could be safely fired. When the refit was completed on October 19, 1873, the Sea King was commissioned as the CSS Shenandoah.



Now with the conversion completed as a ship-of-war, Waddell's problem was to man the ship with a capable fighting crew. He made an offer of two months extra pay to enlist in the Confederate Navy but only convinced a cabin boy and a fireman. Waddell now used a bucket of sovereigns but only two more men took gold and signed on. Captain Corbett returned to the Laurel and Waddell could only coax another five crew to join. In all, he had 19 crewmen and 23 officers making up the complete 42-man crew though he needed at least 150 to sail and fight the ship properly. Regardless, Waddell was ready and with the Confederate flag flying gracefully, the CSS Shenandoah embarked on her great adventure accompanied by cheers and acclamations from the crew of the Laurel.



The Confederate Naval Department had supplied written orders for Commander Waddell to take the Shenandoah out to the high seas to destroy Union commerce ships away from American waters in the Atlantic. Her course lay in pursuit of merchantmen while on the way to Australia by the Cape of Good Hope and on to the Union merchant whaling fleet in the Pacific. As she sailed to the Cape, she came upon six ships flying the American flag. Five of the ships were boarded, the crews transferred to the Loral along with useful supplies, and then the ships were sunk. Waddell was able to acquire the needed tackle from the prize ships for the 8 inch and the 32 pounder cannons so now he was ready for a fight.