Ship Finance International Limited
("Ship Finance" or the "Company") (NYSE: SFL) today announced that
it has increased the size of the public offering of its Convertible
Senior Notes due 2021 (the "Notes") announced September 29, 2016 by
$25 million, to a total of $225 million aggregate principal
amount.
In addition, Ship Finance
announced the pricing of its offering of $225 million aggregate
principal amount of the Notes. The Notes will pay interest
quarterly in arrears at a rate of 5.75% per annum and will mature
on October 15, 2021, unless earlier repurchased, redeemed or
converted. The Notes will be convertible, at any time prior to the
close of business on the second scheduled trading day prior to the
maturity date, into, cash, our common shares, or a combination of
cash and our common shares, at the Company's election, as further
described in the offering prospectus. The conversion rate for the
Notes will initially be 56.2596 common of our common shares per
$1,000 principal amount of Notes, which is equivalent to an initial
conversion price of approximately $17.77 per common share, and is
subject to adjustment under the terms of the Notes. The conversion
rate of the Notes will be adjusted for dividends in excess of
$0.225 per quarter, subject to adjustment.
The Company intends to use the net
proceeds received from the offering of the Notes for general
corporate purposes, including working capital and the repurchase of
all or a portion of its existing 3.25% convertible notes.
In connection with the Company's
offering of the Notes, a subsidiary of the Company will enter into
a share lending agreement with affiliates of Jefferies LLC, one of
the underwriters of the Notes offering, (the "Share Borrower"),
under which it will lend to the Share Borrower up to 8 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.
Purchasers of the Notes may
separately sell up to 8 million of the Company's common shares that
they may borrow through the Share Borrower. The Company expects
that the selling shareholders will use the short position created
by such sale to hedge their respective investments in the Notes.
Neither the Company, nor its subsidiaries, nor its shareholders
will receive any proceeds from the sale of the borrowed shares.
Jefferies LLC, ABG Sundal Collier,
Inc. and Morgan Stanley & Co. LLC are acting as book-running
managers for the offering of the Notes, and Clarksons Platou
Securities, Inc. and Seaport Global Securities LLC are acting as
co-managers for the offering of the Notes.
The offering of the Notes is being
made, and the offering of the Common Shares will be made, under
separate prospectus supplements under the Company's existing shelf
registration statement filed with the Securities and Exchange
Commission on September 26, 2016.
The offering of the Notes is being
made, and the offering of the Common Shares will be made, by means
of separate prospectus supplements to the prospectus forming a part
of the Company's shelf registration statement 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 Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY, 10022, by email at Prospectus_Department@Jefferies.com or
by phone at +1 877-821-7388, ABG Sundal Collier Inc., Douglas
Miller, 850 Third Avenue, Suite 9-C, New York, New York 10022,
douglas.miller@abgsc.com, +1 212-605-3827, or Morgan Stanley &
Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014,
Attention: Prospectus Department. 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.
September 30, 2016
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda
Investor and
Analyst Contact:
Harald Gurvin, Chief Financial
Officer: +47 23114009
André Reppen, Senior Vice
President: +47 23114055
Media
Contact:
Ole B. Hjertaker, Chief Executive
Officer: +47 23114011
About Ship
Finance
Ship Finance International Limited
(NYSE: SFL) has an unprecedented track record in the maritime
industry, being consistently profitable and paying dividends every
quarter since 2004. The Company's fleet of more than 70 vessels is
split between tankers, bulkers, container vessels and offshore
assets, and Ship Finance's long term distribution capacity is
supported by a portfolio of long term charters and significant
growth in the asset base over time.
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.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ship Finance International Limited via
Globenewswire
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