SFL - Ship Finance International Limited Announces Concurrent Offerings of Convertible Senior Notes and Borrowed Common Shares
1/24/2013 4:34 PM EST
Press Release from Ship Finance International Limited, January 24, 2013
Ship Finance International Limited ("Ship Finance" or the "Company") (NYSE: SFL)
today announced that it intends to offer, subject to market and other
conditions, $250 million aggregate principal amount of its Convertible Senior
Notes due 2018 (the "Notes"). In addition, the Company announced that Deutsche
Bank AG, London Branch (the "Share Borrower"), intends to offer, subject to
market and other conditions, common shares (the "Common Shares"), which the
Share Borrower is borrowing from a wholly owned subsidiary of Ship Finance. The
Share Borrower is an affiliate of Deutsche Bank Securities Inc., the underwriter
for the offering of Common Shares.
The Notes will pay interest quarterly and mature on February 1, 2018. The Notes
will be convertible into our common shares. Upon conversion, we will pay or
deliver, as the case may be, cash, our common shares, or a combination of cash
or our common shares, at our election.
The Company intends to use the net proceeds received from the offering of the
Notes to redeem or repurchase all of the Company's outstanding 8.5% Senior Notes
due 2013. Any net proceeds not used to redeem or repurchase the 8.5% Senior
Notes due 2013 will be used for general corporate purposes, including working
capital.
In connection with the Company's offering of the Notes, a subsidiary of the
Company will enter into a share lending agreement with the Share Borrower, under
which it will lend to the Share Borrower up to $100 million of the Company's
common shares. None of the borrowed shares are newly-issued common shares.
Instead, the shares are provided by way of a loan from one of Ship Finance's
largest shareholders, which is an affiliate of the Company.
$70 million of the borrowed shares will be initially offered at a fixed price,
and up to the remaining $30 million of borrowed shares are expected to be
subsequently sold at prevailing market prices at the time of sale or at
negotiated prices.
The sale of the borrowed shares is intended to facilitate privately negotiated
transactions or short sales by which investors in the Notes may hedge their
investments in the Notes or other convertible notes of the Company. The Share
Borrower will be required to return the borrowed shares on or about the maturity
of the Notes or, if earlier, upon the conversion, repurchase, redemption or
cancellation of all of the Notes and upon the occurrence of certain other
events. Neither the Company, nor its subsidiaries nor its shareholder will
receive any proceeds from the sale of the borrowed shares. The Share Borrower or
its affiliates will receive all the proceeds from the sale of the borrowed
shares.
The closing of the offering of the Notes is contingent upon the closing of the
concurrent offering of the fixed-price borrowed shares, and the closing of the
concurrent offering of the fixed-price borrowed shares is contingent upon the
closing of the offering of the Notes.
ABG Sundal Collier Inc. and Deutsche Bank Securities Inc. will act as
underwriters for the offering of the Notes. Deutsche Bank Securities Inc. will
act as underwriter for the offering of the Common Shares.
The offering of the Notes and the offering of the Common Shares will be made
under the Company's existing shelf registration statement filed with the
Securities and Exchange Commission on November 12, 2010.
The offering of the Notes and the offering of the Common Shares will be offered
only by means of a prospectus, forming a part of the Company's shelf
registration statement, related prospectus supplements and other related
documents. You may obtain these documents for free by visiting EDGAR on the
Securities and Exchange Commission website at www.sec.gov. Alternatively, copies
of the preliminary prospectus supplement may be obtained from Deutsche Bank
Securities Inc., Attention: Prospectus Department, 60 Wall Street, New York, NY
10005, telephone: +1 800 503 4611 (with respect to the offerings of the Notes
and the Common Shares), or ABG Sundal Collier Inc., 535 Madison Avenue, 17th
Floor, New York, NY 10022, telephone: +1 212 605 3800 (with respect to the
offering of the Notes). Before you invest, you should read the prospectus
supplements and accompanying base prospectus along with other documents that the
Company has filed with the Securities and Exchange Commission for more complete
information about the Company and these offerings.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy the Notes, common shares or any other securities, nor will there be
any sale of convertible notes, common shares or any other securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda
About Ship Finance
Ship Finance is a leading ship-owning company with one of the largest and most
diverse asset bases across the maritime and offshore industries. It is listed on
the New York Stock Exchange and trades under the symbol "SFL". We own and
operate 62 vessels and drilling units across the tanker, drybulk, car carrier,
container and offshore sectors. In the tanker and drybulk sectors we own and
operate 25 crude-oil tankers, one oil/bulk/ore carrier, or OBO, 11 drybulk
carriers and two chemical tankers. In the liner sector we own and operate 11
container vessels, including two chartered-in container vessels, and two car
carriers, and in the offshore sector we own and operate six offshore supply
vessels, one jack-up drilling rig and three ultra-deepwater drilling units.
Cautionary Statement Regarding Forward Looking Statements
This press release may contain forward looking statements. These statements are
based upon various assumptions, many of which are based, in turn, upon further
assumptions, including Ship Finance management's examination of historical
operating trends. Although Ship Finance believes that these assumptions were
reasonable when made, because assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond its control, Ship Finance cannot give assurance that it will achieve
or accomplish these expectations, beliefs or intentions.
Important factors that, in the Company's view, could cause actual results to
differ materially from those discussed in this presentation include the strength
of world economies and currencies, general market conditions including
fluctuations in charter hire rates and vessel values, changes in demand in the
tanker market as a result of changes in OPEC's petroleum production levels and
worldwide oil consumption and storage, changes in the Company's operating
expenses including bunker prices, dry-docking and insurance costs, changes in
governmental rules and regulations or actions taken by regulatory authorities,
potential liability from pending or future litigation, general domestic and
international political conditions, potential disruption of shipping routes due
to accidents or political events, and other important factors described from
time to time in the reports filed by the Company with the United States
Securities and Exchange Commission.
Questions should be directed to:
Harald Gurvin, Chief Financial Officer, Ship Finance Management AS
+47 23 11 40 09
Magnus T. Valeberg, Senior Vice President, Ship Finance Management AS
+47 23 11 40 12
Media Contact:
Ole B. Hjertaker, Chief Executive Officer, Ship Finance Management AS
+47 23 11 40 11
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