As filed with the Securities and Exchange Commission on July 25, 2014
Registration
No. 333-196839
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TSAKOS ENERGY NAVIGATION LIMITED
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
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Bermuda
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Not Required
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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367 SYNGROU AVENUE
175 64 P. FALIRO
ATHENS, GREECE
011 30 210 9407710
(Address and telephone number of Registrant’s principal executive offices)
FRANCIS T. NUSSPICKEL
463 GEORGE PLACE
WYCKOFF, NEW JERSEY 07481
(201)
891-2754
(Name, address
and telephone number of agent for service)
Copies to:
STEPHEN P. FARRELL
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212)
309-6050
(212)
309-6001
(facsimile)
Approximate
Date of Commencement of Proposed Sale of the Securities to the Public:
From time to time after the effective date of this Registration Statement.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
Maximum
Offering Price
per Unit(2)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration
Fee(3)(4)
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Common Shares, $1.00 par value per share(5)
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Preferred share purchase rights(5)
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Preferred Shares, $1.00 par value per share
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Warrants
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Rights
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Debt Securities
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Depositary Shares
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Purchase Contracts
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Units
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Subtotal
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$
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500,000,000
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$
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500,000,000
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$
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64,400.00
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Common Shares, $1.00 par value per share(6)
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23,000,000
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$
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164,220,000
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$
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21,151.54
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Preferred share purchase rights(5)(6)
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Total
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$
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664,220,000
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$
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85,551.54
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*
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(1)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may be sold from time to time at
indeterminate prices, with any initial offering price not to exceed $500,000,000. In addition, up to 23,000,000 common shares may be sold by or on behalf of selling shareholders, or their donees, pledgees, transferees or other successors in
interest, who will be named in a supplement to the prospectus forming part of this Registration Statement. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or
that are issued in units or represented by depositary shares.
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(2)
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The proposed maximum aggregate offering price of each class of securities will be determined from time to time by the registrants in connection with the issuance by the
registrants of the securities registered hereunder and is not specified as to each class of securities pursuant to the General Instruction II.C. of
Form F-3
under the Securities Act of 1933.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 with respect to the securities to be sold
by the registrants and pursuant to Rule 457(c) with respect to the 23,000,000 common shares to be sold by the selling shareholders. The proposed maximum aggregate offering price of the 23,000,000 common shares to be sold by the selling shareholders
is based on the average of the high and low sale prices per share of the common shares on June 11, 2014. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this Registration
Statement exceed $500,000,000.
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(4)
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Pursuant to Rule 457(p) under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of $15,098.35 of the filing fee paid hereunder is
offset by the filing fee previously paid to register securities unsold under the registrant’s Registration Statement on Form F-3 (Registration Statement No. 333-184042) initially filed on September 21, 2012, including $709.17 relating to
unsold securities registered for primary issuances and $14,389.18 relating to unsold securities registered for resale by selling stockholders, which securities are being registered hereunder.
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(5)
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Subject to the maximum aggregate offering price of all securities sold hereunder set forth above, there is being registered hereunder an indeterminate
number of common shares as may from time to time be sold at indeterminate prices hereunder, and an indeterminate number of common shares as may from time to time be issued upon conversion of convertible securities and upon exercise of warrants and
rights, which may be sold hereunder. Pursuant to Rule 416(a) under the Securities Act, to the extent additional common shares may be issued or issuable to prevent dilution resulting from share splits, stock dividends or similar transactions at any
time while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all of such additional common shares. Rights to purchase preferred shares initially will trade together with the common shares. The value
attributable to the rights, if any, will be reflected in the price of the common shares.
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(6)
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These common shares may be sold by or on behalf of selling shareholders or their donees, pledgees, transferees or other successors in interest, who will be named in a
prospectus supplement or a report filed under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rights to purchase preferred shares initially will trade together with the common shares. The value
attributable to the rights, if any, will be reflected in the price of the common shares.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 25, 2014
PROSPECTUS
$500,000,000
TSAKOS ENERGY NAVIGATION LIMITED
DEBT SECURITIES
WARRANTS
RIGHTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
UNITS
COMMON SHARES
PREFERRED SHARES
We may offer
debt securities, warrants, rights, depositary shares, purchase contracts, units, common shares or preferred shares from time to time. We may also offer securities of the types listed above that are convertible or exchangeable into one or more of the
other securities so listed. When we decide to sell a particular class or series of securities, we will provide specific terms of the offered securities in a prospectus supplement. The securities offered by the registrants pursuant to this prospectus
will have an aggregate public offering price of up to $500,000,000.
In addition, the selling shareholders or their pledgees,
donees, transferees or other successors in interest, who will be named in a prospectus supplement or a periodic report, may offer and sell from time to time up to 23,000,000 common shares. We will not receive any of the proceeds from any such sales
of common shares. Such common shares may also be sold in transactions exempt from registration under the Securities Act of 1933, rather than under this prospectus.
The securities covered by this prospectus may be offered and sold from time to time in one or more offerings, which may be through one or more underwriters, dealers and agents, or directly to purchasers.
The names of any underwriters, dealers or agents, if any, will be included in a supplement to this prospectus.
This prospectus
describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described
in one or more supplements to this prospectus.
Our common
shares are listed on the New York Stock Exchange under the symbol “TNP.”
Our principal offices are located at 367
Syngrou Avenue, 175 64 P. Faliro, Athens, Greece. Our telephone number at such address is 011 30 210 9407710.
Investing in
our securities involves risks. See the section entitled “
Risk Factors
” on page 3 of this prospectus.
Neither the
Securities and Exchange Commission nor any state or other securities commission, the Registrar of Companies in Bermuda nor the Bermuda Monetary Authority has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Prospectus dated
, 2014.
TABLE OF CONTENTS
You should rely only on the information provided in this prospectus and the accompanying prospectus
supplement, as well as the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You
should not assume that the information in this prospectus, any prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated herein and therein by reference contain forward-looking
statements based on beliefs of our management. Any statements contained in this prospectus, any prospectus supplement or the documents incorporated herein and therein that are not historical facts are forward-looking statements as defined in
Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events, including:
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future operating or financial results and future revenues and expenses;
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future, pending or recent business and vessel acquisitions, business strategy, areas of possible expansion and expected capital spending and our
ability to fund such expenditure;
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operating expenses including the availability of key employees, crew, length and number of
off-hire
days,
dry-docking
requirements and fuel and insurance costs;
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general market conditions and shipping industry trends, including charter rates, vessel values and factors affecting supply and demand of crude oil and
petroleum products;
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our financial condition and liquidity, including our ability to make required payments under our credit facilities, comply with our loan covenants and
obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities;
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the overall health and condition of the U.S. and global financial markets, including the value of the U.S. dollar relative to other currencies;
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the carrying values of our vessels and the potential for any asset impairments;
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our expectations about the time that it may take to construct and deliver new vessels or the useful lives of our vessels;
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our continued ability to enter into time charters with our customers and secure profitable employment for our vessels in the spot market;
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our counterparties, including our charterers, performing their contractual obligations;
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our expectations relating to dividend payments and our ability to make such payments;
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our ability to leverage to our advantage the relationships and reputation of Tsakos Columbia Shipmanagement within the shipping industry;
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our anticipated general and administrative expenses;
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environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;
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risks inherent in vessel operation, including terrorism, piracy and discharge of pollutants;
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potential liability from future litigation;
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global and regional political conditions;
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tanker, product carrier and LNG carrier supply and demand; and
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other factors discussed in the “Risk Factors” in our most recent Annual Report on Form
20-F.
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The words “anticipate,” “believe,” “estimate,” “expect,”
“forecast,” “intend,” “may,” “plan,” “project,” “potential,” “should” and similar expressions as they relate to us are intended to identify such forward-looking statements. These
forward-looking statements are not statements of historical fact and represent only our management’s belief as of the date hereof, and involve risks and uncertainties that could cause actual results to differ materially and inversely from
expectations expressed in or indicated by the forward-looking statements.
2
Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. There are a variety of
factors, many of which are beyond our control, which affect our operations, performance, business strategy and results and could cause actual reported results and performance to differ materially from the performance and expectations expressed in
these forward-looking statements. These factors include, but are not limited to, supply and demand for crude oil carriers and product tankers and LNG carriers, charter rates and vessel values, supply and demand for crude oil and petroleum products
and liquefied natural gas, accidents, collisions and spills, environmental and other government regulation, the availability of debt financing, fluctuation of currency exchange and interest rates and the other risks and uncertainties are discussed
more fully under “Item 3. Key Information — Risk Factors” in our Annual Report on Form
20-F
most recently filed with the U.S. Securities and Exchange Commission (“SEC”) and in our
other filings with the SEC. We caution readers of this prospectus and any prospectus supplement not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or
revise any forward-looking statements.
RISK FACTORS
Investing in the securities to be offered pursuant to this prospectus may involve certain risks. You should carefully consider the
important factors set forth under the heading “Risk Factors” in our most recent Annual Report on Form
20-F,
and in any Reports on Form
6-K
we subsequently file
which are incorporated herein by reference and in the accompanying prospectus supplement before investing in any securities that may be offered.
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
We are a Bermuda company and our subsidiaries are organized under the laws of Liberia, Panama, Greece, Cyprus and the Marshall Islands.
Most of our directors and executive officers are residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets and a substantial portion of the assets of our directors and officers are located
outside the United States. As a result, it may be difficult or impossible for United States investors to effect service of process within the United States upon us, our subsidiaries or those of our directors and officers who are not resident here or
to realize against them judgments obtained in the United States courts. In addition, you should not assume that courts in countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located:
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would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon civil liabilities provisions of applicable U.S.
federal and state securities laws; or
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would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may sell from time to time any combination
of the securities described in this prospectus having an aggregate public offering price of $500,000,000 and any selling shareholders may sell up to 23,000,000 common shares in one or more offerings. This prospectus provides you with a general
description of the securities we may offer. When we or the selling shareholders sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find Additional Information.”
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PROSPECTUS SUMMARY
This summary provides a brief overview of the key aspects of Tsakos Energy Navigation Limited and certain material terms of the
securities that may be offered that are known as of the date of this prospectus. When we use the words “the Company,” “we,” “us,” “ours” and “our,” we are referring to Tsakos Energy Navigation
Limited and its consolidated subsidiaries. For a more complete understanding of the terms of a particular issuance of offered securities, and before making your investment decision, you should carefully read:
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this prospectus, which explains the general terms of the securities that we may offer;
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the accompanying prospectus supplement for such issuance, which explains the specific terms of the securities being offered and which may update or
change information in this prospectus; and
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the documents referred to in “Where You Can Find Additional Information” for information about us, including our financial statements.
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Our Company
Tsakos Energy Navigation Limited is a leading provider of international crude oil and petroleum product seaborne transportation services. We believe that we have established a reputation as a safe,
reliable and cost efficient operator of modern and well-maintained tankers. We also believe that these attributes, together with our strategy of proactively working towards meeting our customers’ chartering needs, has contributed to our ability
to attract world-class energy producers, many of them on a repeat basis, and to our success in obtaining charter renewals, generating strong fleet utilization.
Our fleet is managed by Tsakos Energy Management Limited, or Tsakos Energy Management, a company owned by our chief executive officer. Tsakos Energy Management provides us with strategic advisory,
financial, accounting and administrative services, while subcontracting the commercial management of our business to Tsakos Shipping & Trading, S.A. or Tsakos Shipping. In its capacity as commercial manager, Tsakos Shipping manages vessel
purchases and sales and identifies and negotiates charter opportunities for our fleet. Tsakos Energy Management subcontracts the technical and operational management of our fleet to Tsakos Columbia Shipmanagement S.A., or TCM. TCM was formed by
Tsakos family interests and a German private company, the owner of the internationally-known ship management company Columbia Shipmanagement Ltd., or CSM, as a joint-venture ship management company on an equal partnership basis to provide technical
and operational management services to owners of vessels, primarily within the Greece-based market. TCM now manages the technical and operational activities of all of our vessels apart from the LNG carrier
Neo Energy
, the VLCC
Millennium
and the Suezmax tanker
Eurochampion 2004
, which are each technically managed by non-affiliated ship managers. In its capacity as technical manager, TCM manages our
day-to-day
vessel operations, including maintenance and repair, crewing and supervising newbuilding construction. Tsakos Shipping continues to provide commercial management services for our vessels, which
include chartering, charterer relations and vessel sale and purchase.
We are a Bermuda company. Our principal executive
office is at 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece, and our telephone number from the United States is 011 30 210 9407710.
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The Securities We May Offer
We may use this prospectus to offer any of the following types of securities having an aggregate public offering price of $500,000,000:
We may issue securities of the types listed above which are convertible or exchangeable for other securities so listed.
When we decide to sell a particular class or series of securities, we will provide specific terms of the offered securities in a prospectus supplement. In addition, any selling shareholders or their
pledgees, donees, transferees or other successors in interest, may offer and sell from time to time up to 23,000,000 common shares using this prospectus and any prospectus supplement.
A prospectus supplement will describe the specific types, amounts, prices, and detailed terms of any of these offered securities and may
describe certain risks associated with an investment in the securities. Terms used in the prospectus supplement will have the meanings described in this prospectus, unless otherwise specified.
Listing
Our common shares are listed on the New York Stock Exchange under the symbol “TNP”. If any other securities are to be listed or
quoted on a securities exchange or quotation system, the applicable prospectus supplement will so state.
Credit
Facilities
As of March 31, 2014, we were compliant with the original financial covenants in our loan agreements, except in
the case of the value-to-loan requirements in four of our loan agreements. For three of these loan agreements, the lenders had reduced the value-to-loan requirements (until June 30, 2014 inclusive) from 120% to 100% of the loan balances. We were in
compliance with these reduced requirements as of March 31, 2014, with actual ratios of 109%-110%. Scheduled principal payments under the three loan agreements over the next 12 months should remedy the shortfalls, assuming vessel values do not fall
below current levels. Were the lenders to request us to make principal prepayments to cure the shortfalls, which they have not, those prepayments would be applied against the next scheduled principal payments and, therefore, should not increase the
total amounts payable by us during the next 12 months. As to the fourth loan agreement, under which $33.0 million was outstanding as of March 31, 2014, there was an actual ratio of 98%, which was not in compliance with the 120% value-to-loan
requirement. We have not requested a waiver of this covenant nor have the lenders required us to prepay part of the loan so as to bring us into compliance. We reclassified $3.5 million from long-term liabilities to current liabilities as of March
31, 2014 which represents the additional amount of prepayment which would be necessary to remedy the value-to-loan shortfall under this loan agreement, in the event the lender was to request such additional security in the form of cash payment.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act, we have filed a registration statement relating to the securities offered by this prospectus with the
SEC. This prospectus is a part of that registration statement, which includes additional information.
We file annual and
other reports and other information with the SEC. Such filings are available to the public from the SEC’s website at
http://www.sec.gov
. You may also read and copy any documents we file at the SEC’s public reference room at 100 F
Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. You may also inspect our SEC filings at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC, by referring you to other documents
filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Any information that we file later with the SEC and that is deemed incorporated by reference will automatically update and
supersede the information in this prospectus. In all such cases, you should rely on the later information over different information included in this prospectus or in any earlier incorporated document. You should not assume that information in any
document incorporated by reference into this prospectus or any accompanying prospectus supplement is current as of any date other than the date of that document.
This prospectus will be deemed to incorporate by reference the following documents:
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Our Annual Report on Form
20-F
for the year ended December 31, 2013, filed with the SEC on April 11,
2014;
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Our Report on Form
6-K,
filed with the SEC on June 13, 2014;
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The description of our common shares in our registration statement on Form
8-A
(File No. 001-31236), filed
with the SEC on February 8, 2002;
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The description of our preferred share purchase rights in our registration statement in our Form
8-A
(File
No. 001-31236), filed with the SEC on September 30, 2005;
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The description of our Series B Cumulative Redeemable Perpetual Preferred Shares in our Form 8-A (File No. 001-31236), filed with the SEC on May 9,
2013; and
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The description of our Series C Cumulative Redeemable Perpetual Preferred Shares in our Form 8-A (File No. 001-31236), filed with the SEC on September
30, 2013.
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We will also incorporate by reference all subsequent Annual Reports on Form 20-F that we file
with the SEC. In addition, we will incorporate by reference certain future materials furnished to the SEC on Form
6-K
after the date of the initial registration statement, but only to the extent specifically
indicated in those submissions or in a future prospectus supplement. Each subsequently filed Annual Report should be deemed to supersede entirely each earlier filed Annual Report and the materials furnished on an earlier Form 6-K and, unless
explicitly stated otherwise, such earlier reports should not be deemed to be part of this prospectus or any accompanying prospectus supplement and you should not rely upon statements made in those earlier periodic reports. In all cases, you should
rely on the later information over different information in this prospectus or any accompanying prospectus supplement.
You
may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
Tsakos Energy
Navigation Limited
367 Syngrou Avenue
175 64 P. Faliro
Athens, Greece
Tel. 011 30 210 94 07710
Attention: George Saroglou
6
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS
The following table shows our unaudited ratios of earnings to fixed charges and preference dividends or the dollar amount
(expressed in thousands of United States Dollars) of the coverage deficiency in the case where we incurred losses for the periods indicated, computed using amounts derived from our consolidated financial statements prepared in accordance with U.S.
generally accepted accounting principles.
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(Unaudited)
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Three
Months
Ended
March 31,
2014
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Year Ended December 31,
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2013(2)
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2012(2)
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2011(2)
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2010
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2009
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Ratio of Earnings to Fixed Charges and Preference Dividends
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2.1x
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—
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—
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—
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1.4x
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1.5x
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(1)
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For purposes of calculating the ratios of earnings to fixed charges and preference dividends:
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“earnings” consist of net income (loss) before minority interest plus interest expensed and amortization of capitalized expenses relating to
indebtedness, the interest portion of charter hire expense, amortization of capitalized interest and distributed income of equity investees;
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•
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“fixed charges” represent interest expensed and capitalized, the interest portion of charter hire expense, and amortization of capitalized
expenses relating to indebtedness; and
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“preference dividends” refers to the amount of net income (loss) that is required to pay the cash dividends on outstanding preference
securities and is computed as the amount of (x) the dividend divided by (y) the result of 1 minus the effective applicable income tax rate.
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(2)
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The ratio of earnings to fixed charges and preference dividends for this period was less than 1.0x. The deficiency in earnings to fixed charges for the years ended
December 31, 2013, 2012 and 2011 was approximately $42.8 million, $49.5 million and $90.1 million, respectively.
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7
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, we intend to use the net proceeds received from the sale of the securities we
offer by this prospectus for general corporate purposes, which may include, among other things:
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the acquisition of vessels;
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additions to working capital; and
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the repayment of indebtedness.
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We may raise additional funds from time to time through equity or debt financings not involving the issuance of securities described in this prospectus, including borrowings under credit facilities, to
finance our business and operations and our vessel acquisitions.
We will not receive any of the proceeds from any sale of
common shares by the selling shareholders or by their respective pledgees, donees, transferees or other successors in interest.
CAPITALIZATION
Our capitalization will be set forth in our most recent Annual Report on Form
20-F
or a Report on Form
6-K
which is
incorporated herein by reference, or in a prospectus supplement.
8
DESCRIPTION OF SECURITIES WE MAY OFFER
DEBT SECURITIES
In this section, references to “holders” mean those who own debt securities registered in their own names on the books that Tsakos Energy Navigation Limited or the indenture trustee maintains
for this purpose, and not those who own beneficial interests in debt securities registered in street name or in debt securities issued in book-entry form through one or more depositaries. Owners of beneficial interests in the debt securities should
read the section below entitled “Book-Entry Procedures and Settlement.”
General
The debt securities offered by this prospectus will be either senior or subordinated debt. Debt securities may be convertible or
exchangeable into our common shares or other securities.
The form of indenture, which we will enter into with Wells Fargo
Bank, N.A., as indenture trustee, when we issue debt securities, is an exhibit to the registration statement of which this prospectus forms a part. You can obtain copies of any indenture we enter into by following the directions outlined in
“Where You Can Find Additional Information” or by contacting the indenture trustee.
The following briefly
summarizes the material provisions of the indenture and the debt securities, other than pricing and related terms which will be disclosed for a particular series of debt securities in a prospectus supplement. The terms of a series of debt securities
may differ from those described below. You should read the more detailed provisions of the applicable prospectus supplement and indenture supplement before investing in a series of our debt securities. Wherever particular sections or defined terms
of the applicable indenture or indenture supplement are referred to, such sections or defined terms are incorporated into this prospectus by reference, and the statement in this prospectus is qualified by that reference.
The form of indenture provides that our debt securities may be issued in one or more series, with different terms, in each case as we
authorize from time to time. We also have the right to reopen a previous issue of a series of debt securities by issuing additional debt securities of such series.
The indenture provisions do not limit the aggregate principal amount of debt securities which may be issued thereunder.
Information in the Prospectus Supplement
The prospectus supplement for any
offered series of debt securities will describe the following terms, as applicable:
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the title or designation of the offered debt securities;
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whether the debt is senior or subordinated;
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whether the debt securities are convertible or exchangeable into other securities;
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the aggregate principal amount offered and the authorized denominations;
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the initial public offering price;
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9
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the maturity date or dates;
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any sinking fund or other provision for payment of the debt securities prior to their stated maturity;
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whether the debt securities are fixed rate debt securities or floating rate debt securities or original issue discount debt securities;
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if the debt securities are fixed rate debt securities, the yearly rate at which the debt securities will bear interest, if any;
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if the debt securities are floating rate debt securities, the method of calculating the interest rate;
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if the debt securities are original issue discount debt securities, their yield to maturity;
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the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment dates and any related
record dates;
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if other than in U.S. Dollars, the currency or currency unit in which payment will be made;
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any provisions for the payment of additional amounts for taxes;
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the denominations in which the currency or currency unit of the securities will be issuable if other than denominations of $1,000 and integral
multiples thereof;
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the terms and conditions on which the debt securities may be redeemed at the option of the Company;
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any obligation of the Company to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms
and conditions of redemption, purchase or repayment;
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the names and duties of any
co-indenture
trustees, depositaries, authenticating agents, calculation agents,
paying agents, transfer agents or registrars for the debt securities;
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any material provisions of the applicable indenture described in this prospectus that do not apply to the debt securities;
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the ranking of the specific series of debt securities relative to other outstanding indebtedness;
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if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated
securities, and any limitation on the issuance of additional senior indebtedness;
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the place where we will pay principal and interest;
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additional provisions, if any, relating to the defeasance of the debt securities;
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any United States federal income tax consequences, if material;
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the dates on which premium, if any, will be paid;
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our right, if any, to defer payment of interest and the maximum length of this deferral period;
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any listing of the debt securities on a securities exchange; and
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any other specific terms of the debt securities.
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Generally, we will issue the debt securities in registered form. As currently anticipated, debt securities of a series will trade in book-entry form, and global notes will be issued in physical (paper)
form, as described below under “Book-Entry Procedures and Settlement.”
10
Indenture Covenants
Amalgamation and Sale of Assets.
We may not, in a single transaction or a series of related transactions:
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consolidate, amalgamate or merge with or into any other person; or
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directly or indirectly, transfer, sell, lease (other than a charter or lease of a vessel in the ordinary course of business) or otherwise dispose of
all or substantially all of our assets,
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unless, in either such case:
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in a transaction in which we do not survive or in which we sell, lease or otherwise dispose of all or substantially all of our assets, the successor
entity to us expressly assumes, by a supplemental indenture executed and delivered to the indenture trustee in a form reasonably satisfactory to the indenture trustee, all of our obligations under the indenture;
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immediately before and after giving effect to the transaction, no default or event of default on the debt securities exists; and
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an officer’s certificate and an opinion of counsel setting forth certain statements are delivered to the indenture trustee.
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Other Covenants
. In addition, any offered series of debt securities may have additional covenants
which will be described in the prospectus supplement.
Modification of the Indenture
Under the indenture, we and the indenture trustee may amend the indentures, without the consent of any holder of the debt securities, to:
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cure ambiguities, omissions, defects or inconsistencies;
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comply with the covenants described under “Amalgamation and Sale of Assets”;
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add to our covenants for the benefit of the holders of all or any series of debt securities (and if such covenants are to be for the benefit of less
than all series of debt securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any rights or powers conferred upon us or our subsidiaries;
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add any additional events of default for the benefit of the holders of all or a series of debt securities;
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establish the form or terms of debt securities of any series;
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provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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add guarantors of the debt securities of one or more series;
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secure the debt securities of one or more series;
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evidence the succession of another person to the Company and the assumption of the covenants in the indenture and in the debt securities by such
successor or any
co-issuer
of the debt securities;
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add or change any provision of the indentures to permit the issuance of the debt securities in bearer form, registrable or not registrable as to
principal and with or without interest coupons;
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appoint a successor indenture trustee for one or more series of debt securities under any indenture;
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add, change or eliminate any provision of the indenture so long as such addition, change or elimination does not adversely affect the rights of the
holders of any series in any material respect; or
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conform any provision of the indenture to the description of securities contained in this prospectus or any similar provision in any prospectus
supplement relating to an offer of a series of debt securities under the indenture.
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11
We and the indenture trustee may, with the consent of the holders of at least a majority in
aggregate principal amount of each affected series of debt securities modify the applicable indenture or the rights of the holders of the securities of such series. However, no such modification may, without the consent of each holder of an affected
debt security:
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extend the stated maturity of any such debt securities;
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reduce the rate or change the time of payment of interest on such debt securities;
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reduce the principal amount of such securities or the premium, if any, on such debt securities;
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change or waive the redemption provisions of such debt securities;
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reduce the amount of the principal payable on acceleration of any debt securities issued originally at a discount;
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adversely affect in any material respect the ranking of such debt securities;
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adversely affect in any material respect the right, if any, to convert such debt securities;
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adversely affect any right of repayment or repurchase at the option of the holder;
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reduce or postpone any sinking fund or similar provision;
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change the currency or currency unit in which any such debt securities are payable or the right of selection thereof;
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impair the right to sue for the enforcement of any payment on such debt securities; or
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reduce the percentage of debt securities of a series whose holders need to consent to a modification or a waiver.
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Defaults
Unless
otherwise provided with respect to any series of debt securities, the events of default regarding a series of debt securities will be:
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our failure to pay required interest on any debt security of such series for 30 days;
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our failure to pay principal or premium, if any, on any debt security of such series when due;
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our failure to perform for 60 days after notice any other covenant relating to the relevant series of debt securities;
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certain events of bankruptcy or insolvency, whether voluntary or not.
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If an event of default regarding debt securities of any series issued under the indentures should occur and be continuing, either the
indenture trustee or the holders of 25% in the principal amount of outstanding debt securities of such series may declare each debt security of that series due and payable. If an event of default regarding debt securities results from certain events
of bankruptcy, insolvency or reorganization with respect to us, such amount with respect to the debt securities will be due and payable immediately without any declaration or other act on the part of the holders of outstanding debt securities or the
indenture trustee. We are required to file annually with the indenture trustee a statement of an officer as to the fulfillment by us of our obligations under the indenture during the preceding year.
No event of default regarding one series of debt securities issued under an indenture is necessarily an event of default regarding any
other series of debt securities.
12
Holders of a majority in principal amount of the outstanding debt securities of any series
will be entitled to control certain actions of the indenture trustee under an indenture and to waive past defaults regarding such series. The indenture trustee generally cannot be required by any of the holders of debt securities to take any action,
unless one or more of such holders shall have provided to the indenture trustee satisfactory security or indemnity.
If an
event of default occurs and is continuing regarding a series of debt securities, the indenture trustee may use any sums that it holds under the relevant indenture for its own reasonable compensation and expenses incurred prior to paying the holders
of debt securities of such series.
Before any holder of any series of debt securities may institute action for any remedy,
the holders of not less than 25% in principal amount of the debt securities of that series outstanding must request the indenture trustee to take action. Holders must also offer and give satisfactory security and indemnity against liabilities
incurred by the indenture trustee for taking such action, and the indenture trustee must have failed to institute any proceeding within 60 days after receiving such request and offer of indemnity. These limitations do not apply, however, to a suit
by a holder of any series of debt securities to enforce payment of principal, interest or premium.
Defeasance
After we have deposited with the indenture trustee cash or government securities, in trust for the benefit of the holders, sufficient to
pay the principal of, premium, if any, and interest on the debt securities of such series when due, and satisfied certain other conditions, including receipt of an opinion of counsel that holders will not recognize taxable gain or loss for U.S.
Federal income tax purposes, we may elect to have our obligations under the applicable indenture discharged with respect to the outstanding debt securities of any series (“defeasance and discharge”). Defeasance and discharge means that we
will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under the applicable indenture, except for:
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the rights of holders of the debt securities to receive principal, interest and any premium when due;
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our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities,
mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust;
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the rights, powers, trusts, duties and immunities of the indenture trustee; and
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the defeasance provisions of the indenture.
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Alternatively, we may elect to have our obligations released with respect to certain covenants in the applicable indenture (“covenant defeasance”). Any omission to comply with these obligations
will not constitute a default or an event of default with respect to the debt securities of any series. In the event covenant defeasance occurs, certain events, not including
non-payment,
bankruptcy and
insolvency events, described under “Events of Default” will no longer constitute an event of default for that series.
Governing
Law
Unless otherwise stated in the prospectus supplement, debt securities and the relevant indenture and indenture
supplement will be governed by New York law.
13
Payment and Paying Agents
Distributions on the debt securities other than those represented by global notes will be made in the designated currency against surrender of the debt securities at the corporate trust office of the
indenture trustee. Payment will be made to the registered holder at the close of business on the record date for such payment. Interest payments will be made at the principal corporate trust office of the indenture trustee, or by a check mailed to
the holder at his or her registered address. Payments in any other manner will be specified in the prospectus supplement applicable to the particular series of debt securities.
Transfer and Exchange
Debt securities may be presented for exchange, and
debt securities other than a global security may be presented for registration of transfer, at the corporate trust office of the indenture trustee. Holders will not have to pay any service charge for any registration of transfer or exchange of debt
securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such registration of transfer or exchange of debt securities.
14
WARRANTS
We may issue warrants to purchase our debt or equity securities. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. A series of warrants may be issued under a separate warrant indenture between us and a warrant agent. The terms of any warrants to be issued and a description of the material
provisions of any applicable warrant indenture will be set forth in the applicable prospectus supplement.
The applicable
prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies, in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants;
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the price at which and the currency or currencies in which the securities purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such
security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material United States Federal income tax considerations; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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15
RIGHTS
We may issue rights to purchase our securities. These rights may be issued independently or together with any other security offered by
this prospectus and may or may not be transferable by the person receiving the rights in the rights offering. In connection with any rights offering, we may enter into a standby underwriting agreement with one or more underwriters pursuant to which
the underwriter will purchase any securities that remain unsubscribed for upon completion of the rights offering.
The
applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including, where applicable, the following:
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the exercise price for the rights;
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the number of rights issued to each securityholder;
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the extent to which the rights are transferable;
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any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
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the date on which the right to exercise the rights will commence and the date on which the right will expire;
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the amount of rights outstanding;
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the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
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the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
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16
DEPOSITARY SHARES
The following briefly summarizes the material provisions of the deposit agreement and of the depositary shares and depositary receipts,
other than pricing and related terms disclosed for a particular issuance in an accompanying prospectus supplement. You should read the particular terms of any depositary shares and any depositary receipts that we offer and any deposit agreement
relating to a particular series of preferred shares which will be described in more detail in a prospectus supplement. The prospectus supplement will also state whether any of the generalized provisions summarized below do not apply to the
depositary shares or depositary receipts being offered. A copy of the form of deposit agreement, including the form of depositary receipt, will be filed with the SEC at the time of the offering and incorporated by reference into the registration
statement of which this prospectus forms a part. You can obtain copies of these documents when they are filed by following the directions outlined in “Where You Can Find Additional Information.”
General
We may offer
fractional preferred shares, rather than whole preferred shares. In such event, we will issue receipts for depositary shares, each of which will represent a fraction of a share of a particular series of preferred shares.
Deposit Agreement
The
preferred shares underlying any depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company acting as depositary with respect to that series. The depositary will have its principal office in the
United States and have a combined capital and surplus of at least $50,000,000. The prospectus supplement relating to a series of depositary shares will include the name and address of the depositary. Under the deposit agreement, each owner of a
depositary share will be entitled, in proportion to its fractional interest in a preferred share underlying that depositary share, to all the rights and preferences of that preferred share, including dividend, voting, redemption, conversion, and
exchange and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued pursuant to the
deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional preferred shares in accordance with the terms of the applicable prospectus supplement.
Dividends and Other Distributions
The preferred share depositary will
distribute all cash dividends or other cash distributions received in respect of the deposited preferred shares to the record holders of the depositary shares relating to such preferred share in proportion to the number of such depositary shares
owned by such holders.
The preferred share depositary will distribute any property other than cash received by it in respect
of the preferred shares to the record holders of depositary shares entitled thereto. If the preferred share depositary determines that it is not feasible to make such distribution, it may, with our approval, sell such property and distribute the net
proceeds from such sale to such holders.
Each deposit agreement will also contain provisions relating to the manner in which
any subscription or similar rights we offer to preferred shareholders of the relevant series will be made available to depositary shareholders.
Withdrawal of Shares
Upon surrender of depositary receipts at the depositary’s office, the holder of the relevant depositary shares will be entitled to
the number of whole shares of the related preferred shares series and any money or other property that those depositary shares represent. Depositary shareholders will be entitled to receive whole shares of the related preferred shares series on the
basis described in the prospectus supplement, but holders of those
17
whole preferred shares will not afterwards be entitled to receive depositary shares in exchange for their shares. If the depositary receipts the holder delivers evidence a depositary share number
exceeding the whole share number of the related preferred shares series to be withdrawn, the depositary will deliver to that holder a new depositary receipt evidencing the excess number of depositary shares.
Redemption of Preferred Shares
If a series of preferred shares represented by depositary shares is to be redeemed, the depositary shares will be redeemed from the proceeds received by the preferred shares depositary resulting from the
redemption, in whole or in part, of such series of preferred shares. The depositary shares will be redeemed by the preferred shares depositary at a price per depositary share equal to the applicable fraction of the redemption price per share payable
in respect of the shares of preferred shares so redeemed.
Whenever we redeem preferred shares held by the preferred shares
depositary, the preferred shares depositary will redeem as of the same date the number of depositary shares representing the preferred shares so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by the preferred shares depositary by lot or ratably or by any other equitable method as the preferred shares depositary may select.
Convertibility and Exchangeability
Preferred shares of a series may be
convertible or exchangeable into our common shares, another series of preferred shares or other securities or property. The conversion or exchange may be mandatory or optional. The applicable prospectus supplement will specify whether the preferred
shares being offered have any conversion or exchange features, and will describe the related terms and conditions.
Voting Deposited
Preferred Shares
Upon receipt of notice of any meeting at which the holders of any series of deposited preferred shares
are entitled to vote, the preferred shares depositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such series of preferred shares. Each record holder of such depositary
shares on the record date will be entitled to instruct the preferred shares depositary to vote the amount of the preferred shares represented by such holder’s depositary shares. The preferred shares depositary will try to vote the amount of
such series of preferred shares represented by such depositary shares in accordance with such instructions.
We will agree to
take all actions that the preferred shares depositary determines are reasonably necessary to enable the preferred shares depositary to vote as instructed. The preferred shares depositary will abstain from voting any series of preferred shares held
by it for which it does not receive specific instructions from the holders of depositary shares representing such shares.
Amendment and
Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of
the deposit agreement may at any time be amended by agreement between us and the preferred shares depositary. However, any amendment that materially and adversely alters any existing right of the holders of depositary shares will not be effective
unless such amendment has been approved by the holders of at least a majority of such depositary shares then issued and outstanding. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective shall be deemed,
by continuing to hold such depositary receipt, to consent and agree to such amendment and to be bound by the deposit agreement, which has been amended thereby. The deposit agreement may be terminated only if:
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all issued and outstanding depositary shares have been redeemed; or
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a final distribution in respect of the preferred shares has been made to the holders of depositary shares in connection with our liquidation,
dissolution or winding up.
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Charges of Preferred Shares Depositary; Taxes and other Governmental Charges
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We
also will pay charges of the depositary in connection with the initial deposit of preferred shares and any redemption of preferred shares. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and such other
charges, including a fee for the withdrawal of preferred shares upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts.
Resignation and Removal of Depositary
The preferred shares depositary may
resign at any time by delivering to us notice of its intent to do so, and we may at any time remove the preferred shares depositary, any such resignation or removal to take effect upon the appointment of a successor preferred shares depositary and
its acceptance of such appointment. Such successor preferred shares depositary must be appointed within 60 days after delivery of the notice of resignation or removal and will have its principal office in the United States and have a combined
capital and surplus of at least $50,000,000.
Miscellaneous
The preferred shares depositary will forward all reports and communications from us which are delivered to the preferred shares depositary and which we are required to furnish to the holders of the
deposited preferred shares.
Neither we nor the preferred shares depositary will be liable if either is prevented or delayed
by law or any circumstances beyond its control in performing its obligations under the deposit agreement. Our obligations and those of the preferred shares depositary under the deposit agreement will be limited to performance in good faith of their
duties thereunder and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or preferred shares unless satisfactory indemnity is furnished. We and the preferred shares
depositary may rely upon written advice of counsel or accountants, or upon information provided by holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
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debt securities or equity securities issued by us as specified in the applicable prospectus supplement; or
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Each purchase contract will entitle its holder to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase price, which may be based on a formula,
all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract, as set forth in the applicable prospectus
supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities or currencies and any acceleration, cancellation or termination provisions or other provisions relating to the
settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to the holders
thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure
their obligations in a specified manner to be described in the applicable prospectus supplement.
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Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such
pre-paid
purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly,
pre-paid
purchase contracts may be issued under either the senior
indenture or the subordinated indenture.
UNITS
We may issue units consisting of one or more debt securities, purchase contracts, warrants, rights, preferred shares, depositary shares,
common shares or any combination of such securities. The applicable prospectus supplement will describe:
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the terms of the units and of the debt securities, purchase contracts, warrants, rights, preferred shares, depositary shares, and common shares
comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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a description of the provisions for the payment, settlement, transfer or exchange or the units.
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CONVERTIBLE OR EXCHANGEABLE SECURITIES
We may issue securities of the types described in this prospectus that are convertible or exchangeable into other securities described
herein. The terms of such convertible or exchangeable securities will be set forth in a prospectus supplement.
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DESCRIPTION OF SHARE CAPITAL
Authorized Share Capital
Our authorized share capital consists of $200,000,000, consisting of 185 million common shares of a par value of $1.00 each and 15 million
preferred shares of a par value of $1.00 each.
Common Shares
As of June 30, 2014, there were 84,692,295 common shares issued and outstanding. The holders of common shares are entitled to receive
dividends out of assets legally available for that purpose at times and in amounts as our board of directors may from time to time determine. Each shareholder is entitled to one vote for each common share held on all matters submitted to a vote of
shareholders. Cumulative voting for the election of directors is not provided for in our Memorandum of Association or
Bye-laws,
which means that the holders of a majority of the common shares voted can elect
all of the directors then standing for election. The common shares are not entitled to preemptive rights and are not subject to conversion or redemption. Upon the occurrence of a liquidation, dissolution or
winding-up,
the holders of common shares would be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities.
The following briefly summarizes the material terms of our common shares. You should read the more detailed provisions of our
Memorandum of Association and
Bye-laws
for provisions that may be important to you. You can obtain copies of these documents by following the directions outlined in “Where You Can Find Additional
Information.”
Preferred Shares
Under our
Bye-laws,
our board of directors has the authority to issue preferred shares in one or more series, and to establish the terms and preferences of the
shares of each series, up to the number of preferred shares authorized under our constitutive documents as described above. Holders of each series of preferred shares will be entitled to receive cash dividends, when, as and if declared by our board
of directors out of funds legally available for dividends. Such distributions will be made before any distribution is made on any securities ranking junior in relation to preferred shares in liquidation, including common shares.
Series B Preferred Shares
We have 2,000,000 of our 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares outstanding as of June 30, 2014, which were issued on May 10, 2013. The initial liquidation preference of the
Series B Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after July 30, 2018. The shares carry an annual dividend rate of 8.00% per $25.00 of liquidation preference per
share, subject to increase if (i) we fail to comply with certain covenants, (ii) we experience certain defaults under any of our credit facilities, (iii) four quarterly dividends payable on the Series B Preferred Shares are in arrears
or (iv) the Series B Preferred Shares are not redeemed in whole by July 30, 2019. The Series B Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, do not give rise to a claim for payment of a principal
amount at a particular date. As such, the Series B Preferred Shares rank junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us. Upon any liquidation or dissolution of us, holders of the
Series B Preferred Shares will generally be entitled to receive the cash value of the liquidation preference of the Series B Preferred Shares, plus an amount equal to accumulated and unpaid dividends, after satisfaction of all liabilities to our
creditors and holders of the Series B Preferred Shares, but before any distribution is made to or set aside for the holders of junior shares, including our common shares. The Series B Preferred Shares are pari passu with the Series C Preferred
Shares. The Series B Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and are not entitled to any preemptive or similar rights.
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Series C Preferred Shares
We have 2,000,000 of our 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares outstanding as of June 30, 2014, which were
issued on September 30, 2013. The initial liquidation preference of the Series C Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after October 30, 2018. The shares carry an
annual dividend rate of 8.875% per $25.00 of liquidation preference per share, subject to increase if (i) we fail to comply with certain covenants, (ii) we experience certain defaults under any of our credit facilities,
(iii) four quarterly dividends payable on the Series C Preferred Shares are in arrears or (iv) the Series C Preferred Shares are not redeemed in whole by October 30, 2020. The Series C Preferred Shares represent perpetual equity
interests in us and, unlike our indebtedness, do not give rise to a claim for payment of a principal amount at a particular date. As such, the Series C Preferred Shares rank junior to all of our indebtedness and other liabilities with respect to
assets available to satisfy claims against us. Upon any liquidation or dissolution of us, holders of the Series C Preferred Shares will generally be entitled to receive the cash value of the liquidation preference of the Series C Preferred Shares,
plus an amount equal to accumulated and unpaid dividends, after satisfaction of all liabilities to our creditors and holders of the Series C Preferred Shares, but before any distribution is made to or set aside for the holders of junior shares,
including our common shares. The Series C Preferred Shares are pari passu with the Series B Preferred Shares. The Series C Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and are not
entitled to any preemptive or similar rights.
Bermuda Law
We are an exempted company organized under the Companies Act 1981 of Bermuda, as amended (the “Companies Act 1981 of Bermuda”).
Bermuda law and our Memorandum of Association and
Bye-laws
govern the rights of our shareholders. Our objects and purposes are set forth in paragraph 6 and the Schedule to our Memorandum of Association. Our
objects and purposes include to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of
any group of companies of which we or any subsidiary of ours is a member or which are in any manner controlled directly or indirectly by us. The Companies Act 1981 of Bermuda differs in some material respects from laws generally applicable to United
States corporations and their shareholders. The following is a summary of the material provisions of Bermuda law and our organizational documents. You should read the more detailed provisions of our Memorandum of Association and
Bye-laws
for provisions that may be important to you. You can obtain copies of these documents by following the directions outlined in “Where You Can Find Additional Information.”
Dividends.
Under Bermuda law, a company may not pay dividends that are declared from time to time by its board of directors or
make a distribution out of contributed surplus if there are reasonable grounds for believing that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of its assets would then
be less than its liabilities.
Voting Rights.
Under Bermuda law, except as otherwise provided in the Companies Act 1981
of Bermuda or our
Bye-laws,
questions brought before a general meeting of shareholders are decided by a majority vote of shareholders present at the meeting. Our
Bye-laws
provide that, subject to the provisions of the Companies Act 1981 of Bermuda, any question proposed for the consideration of the shareholders will be decided in a general meeting by a simple majority
of the votes cast, on a show of hands, with each shareholder present (and each person holding proxies for any shareholder) entitled to one vote for each common share held by the shareholder, except for special situations where a shareholder has lost
the right to vote because he has failed to comply with the terms of a notice requiring him to provide information to the company pursuant to the
Bye-laws,
or his voting rights have been partly suspended under
the
Bye-laws
as a consequence of becoming an interested person. In addition, a super-majority vote of not less than seventy-five percent (75%) of the votes cast at the meeting is required to effect any
action related to the variation of class rights and a vote of not less than eighty percent (80%) of the votes cast at the meeting is required to effect any of the following actions: removal of directors,
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approval of business combinations with certain “interested” persons and for any alteration to the provisions of the
Bye-laws
relating to the
staggered board, removal of directors and business combinations.
Rights in Liquidation.
Under Bermuda law, in the
event of liquidation or winding up of a company, after satisfaction in full of all claims of creditors and subject to the preferential rights accorded to any series of preferred shares, including the Series B Preferred Shares and the Series C
Preferred Shares, the proceeds of the liquidation or winding up are distributed ratably among the holders of the company’s common shares.
Meetings of Shareholders.
Bermuda law provides that a special general meeting may be called by the board of directors and must be called upon the request of shareholders holding not less than 10%
of the
paid-up
capital of the company carrying the right to vote. Bermuda law also requires that shareholders be given at least five (5) days’ advance notice of a general meeting but the accidental
omission to give notice to, or the
non-receipt
of such notice by, any person does not invalidate the proceedings at a meeting. Under our
Bye-laws,
we must give each
shareholder at least ten (10) days’ notice and no more than fifty (50) days’ notice of the annual general meeting and of any special general meeting.
Under Bermuda law, the number of shareholders constituting a quorum at any general meeting of shareholders is determined by the
Bye-laws
of a company. Our
Bye-laws
provide that the presence in person or by proxy of two shareholders constitutes a quorum; but if we have only one shareholder, one shareholder present in person or by proxy shall constitute the necessary
quorum.
Access to Books and Records and Dissemination of Information.
Members of the general public have the right to
inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include a company’s Certificate of Incorporation, its Memorandum of Association (including its objects and powers) and
any alteration to its Memorandum of Association. The shareholders have the additional right to inspect the
Bye-laws
of the company, minutes of general meetings and the company’s audited financial
statements, which must be presented at the annual general meeting. The register of shareholders of a company is also open to inspection by shareholders without charge and by members of the general public without charge. A company is required to
maintain its share register in Bermuda but may, subject to the provisions of Bermuda law, establish a branch register outside Bermuda. We maintain a share register in Hamilton, Bermuda. A company is required to keep at its registered office a
register of its directors and officers that is open for inspection for not less than two (2) hours each day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain
copies of any other corporate records.
Election or Removal of Directors.
Under Bermuda law and our
Bye-laws,
directors are elected or appointed at the annual general meeting and serve until
re-elected
or
re-appointed
or until their
successors are elected or appointed, unless they are earlier removed or resign. Our
Bye-laws
provide for a staggered Board of Directors, with
one-third
of the directors
selected each year.
Under Bermuda law and our
Bye-laws,
a director may be removed at
a special general meeting of shareholders specifically called for that purpose, provided the director is served with at least 14 days’ notice. The director has a right to be heard at that meeting. Any vacancy created by the removal of a
director at a special general meeting may be filled at that meeting by the election of another director in his or her place or, in the absence of any such election, by the board of directors.
Amendment of Memorandum of Association.
Bermuda law provides that the Memorandum of Association of a company may be amended by a
resolution passed at a general meeting of shareholders of which due notice has been given. Generally, our
Bye-laws
may be amended by the directors with the approval of a majority being not less than 75% of the
votes of the shareholders in a general meeting. However, a super-majority vote is required for certain resolutions relating to the variation of class rights, the removal of directors, the approval of business combinations with certain
‘interested persons’ and for any alteration to the provisions of the
Bye-laws
relating to the staggered board, removal of directors and business combinations.
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Under Bermuda law, the holders of an aggregate of no less than 20% in par value of a
company’s issued share capital or any class of issued share capital have the right to apply to the Bermuda Court for an annulment of any amendment of the Memorandum of Association adopted by shareholders at any general meeting, other than an
amendment which alters or reduces a company’s share capital as provided in the Companies Act 1981 of Bermuda. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda Court. An
application for the annulment of an amendment of the Memorandum of Association must be made within 21 days after the date on which the resolution altering the company’s memorandum is passed and may be made on behalf of the persons entitled to
make the application by one or more of their number as they may appoint in writing for the purpose. Persons voting in favor of the amendment may make no such application.
Appraisal Rights and Shareholder Suits.
Under Bermuda law, in the event of an amalgamation or merger involving a Bermuda company, a shareholder who is not satisfied that fair value has been paid
for his or her shares may apply to the Bermuda Court to appraise the fair value of his or her shares. The amalgamation or merger of a company with another company requires the amalgamation or merger agreement to be approved by the board of directors
and, except where the amalgamation or merger is between a holding company and one or more of its wholly owned subsidiaries or between two or more wholly owned subsidiaries, by meetings of the holders of shares of each company and of each class of
such shares.
Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda
Court, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong done to the company where the act complained of is alleged to be beyond the corporate power of the company or is
illegal or would result in the violation of the company’s Memorandum of Association or
Bye-laws.
Further consideration would be given by the Bermuda Court to acts that are alleged to constitute a fraud
against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.
When the affairs of a company are being conducted in a manner oppressive or prejudicial to the interests of some part of the
shareholders, one or more shareholders may apply to the Bermuda Court for an order regulating the company’s conduct of affairs in the future or compelling the purchase of the shares by any shareholder, by other shareholders or by the company.
Anti-Takeover Effects of Provisions of our Charter Documents.
Several provisions of our
Bye-laws
may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a
hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also
discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in our best interest and (2) the removal of incumbent officers and
directors.
Staggered Board of Directors.
Our
Bye-laws
provide for a staggered board of directors with
one-third
of our directors being selected each year. This
staggered board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from
removing a majority of the board of directors for two years.
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Transactions Involving Certain Business Combinations.
Our
Bye-laws
prohibit the consummation of any business combination involving us and any interested
person, unless the transaction is approved by a vote of a majority of 80% of those present and voting at a general meeting of our shareholders, unless:
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the ratio of (i) the aggregate amount of cash and the fair market value of other consideration to be received per share in the business
combination by holders of shares other than the interested person involved in the business combination, to (ii) the market price per share, immediately prior to the announcement of the proposed business combination, is at least as great as the
ratio of (iii) the highest per share price, which the interested person has theretofore paid in acquiring any share prior to the business combination, to (iv) the market price per share immediately prior to the initial acquisition by the
interested person of any shares;
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the aggregate amount of the cash and the fair market value of other consideration to be received per share in the business combination by holders of
shares other than the interested person involved in the business combination (i) is not less than the highest per share price paid by the interested person in acquiring any shares, and (ii) is not less than the consolidated earnings per
share of our company for our four full consecutive fiscal quarters immediately preceding the record date for solicitation of votes on the business combination multiplied by the then price/earnings multiple (if any) of the interested person as
customarily computed and reported in the financial community;
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the consideration (if any) to be received in the business combination by holders of shares other than the interested person involved shall, except to
the extent that a shareholder agrees otherwise as to all or part of the shares which the shareholder owns, be in the same form and of the same kind as the consideration paid by the interested person in acquiring shares already owned by it;
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after the interested person became an interested person and prior to the consummation of the business combination: (i) such interested person
shall have taken steps to ensure that the board includes at all times representation by continuing directors proportionate in number to the ratio that the number of shares carrying voting rights in our company from time to time owned by shareholders
who are not interested persons bears to all shares carrying voting rights in our company outstanding at the time in question (with a continuing director to occupy any resulting fractional position among the directors); (ii) the interested
person shall not have acquired from us or any of our subsidiaries, directly or indirectly, any shares (except (x) upon conversion of convertible securities acquired by it prior to becoming an interested person, or (y) as a result of a pro
rata share dividend, share split or division or subdivision of shares, or (z) in a transaction consummated on or after June 7, 2001 and which satisfied all requirements of our
Bye-laws);
(iii) the interested person shall not have acquired any additional shares, or rights over shares, carrying voting rights or securities convertible into or exchangeable for shares, or rights over shares, carrying voting rights except as a part
of the transaction which resulted in the interested person becoming an interested person; and (iv) the interested person shall not have (x) received the benefit, directly or indirectly (except proportionately as a shareholder), of any
loans, advances, guarantees, pledges or other financial assistance or tax credits provided by us or any subsidiary of ours, or (y) made any major change in our business or equity capital structure or entered into any contract, arrangement or
understanding with us except any change, contract, arrangement or understanding as may have been approved by the favorable vote of not less than a majority of the continuing directors; and
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a proxy statement complying with the requirements of the U.S. Securities Exchange Act of 1934, as amended, shall have been mailed to all holders of
shares carrying voting rights for the purpose of soliciting approval by the shareholders of the business combination. The proxy statement shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or
inadvisability) of the business combination which the continuing directors, or any of them, may have furnished in writing and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the
adequacy (or inadequacy) of the terms of the business combination
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from the point of view of the holders of shares carrying voting rights other than any interested person (the investment banking firm to be selected by a majority of the continuing directors, to
be furnished with all information it reasonably requests, and to be paid a reasonable fee for its services upon receipt by us of the opinion).
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For purposes of this provision, a “business combination” includes mergers, consolidations, exchanges, asset sales, leases and other transactions resulting in a financial benefit to the
interested shareholder and an “interested person” is any person or entity that beneficially owns 15% or more of our voting shares and any person or entity affiliated with or controlling or controlled by that person or entity.
“Continuing directors” means directors who have been elected before June 7, 2001 or designated as continuing directors by the majority of the then continuing directors.
Consequences of becoming an interested person.
Our
Bye-laws
provide that, at any time a person acquires or becomes the beneficial owner of 15% or more of our voting shares, which we refer to as the “threshold”, then the person will not be entitled to
exercise voting rights for the number of common shares in excess of the threshold he holds or beneficially owns. This disability applies to any general meeting of our company as to which the record date or scheduled meeting date falls within a
period of five years from the date such person acquired beneficial ownership of a number of common shares in excess of the threshold.
The above restrictions do not apply to us, our subsidiaries or to:
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any person who on June 7, 2001 was the holder or beneficial owner of a number of shares carrying voting rights that exceeded the threshold and who
continues at all times after June 7, 2001 to hold shares in excess of the threshold; and
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any person whose acquisition of a number of shares exceeding the threshold has been approved by (1) a majority of 80% of those present and voting
at a general meeting or (2) by a resolution adopted by the continuing directors, followed by a resolution adopted by a shareholder vote in excess of 50% of the voting shares not owned by such interested person.
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Shareholder Rights Plan
Our Board of Directors has adopted a shareholder rights plan under which our shareholders received one right for each common share they
held. Each right will entitle the holder to purchase from the Company a unit consisting of one
one-hundredth
of a share of our Series A Junior Participating Preferred Shares, or a combination of securities and
assets of equivalent value, at an exercise price of $127.00, subject to adjustment. Holders of preferred shares, including the Series B Preferred Shares and the Series C Preferred Shares, are not covered by the shareholder rights plan and will not
be entitled to receive any rights to purchase common shares under it. The following summary description of the rights agreement does not purport to be complete and is qualified in its entirety by reference to the rights agreement between us and
Computershare Trust Company, N.A., as rights agent, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part and is incorporated herein by reference.
If any person or group acquires shares representing 15% or more of our issued and outstanding common shares, the
“flip-in”
provision of the rights agreement will be triggered and the rights will entitle a holder of rights other than such person, any member of such group or related person, as such rights will be null
and void, to acquire a number of additional common shares having a market value of twice the exercise price of each right. In lieu of requiring payment of the purchase price upon exercise of the rights following any such event, we may permit the
holders of rights simply to surrender the rights, in which event they will be entitled to receive common shares (and other property, as the case may be) with a value of 50% of what could be purchased by payment of the full purchase price.
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Until a right is exercised, the holder of the right, as such, will have no rights as a
shareholder of our Company, including, without limitation, no right to vote or to receive dividends. While the distribution of the rights will not be taxable to shareholders or to us, common shareholders may, depending upon the circumstances,
recognize taxable income in the event that the rights become exercisable for preferred shares (or other consideration) or for common shares of the acquiring or surviving company or in the event of the redemption of the rights as set forth above.
The existence of the rights agreement and the rights could deter a third party from tendering for the purchase of some or all
of our shares and could have the effect of entrenching management. In addition, they could have the effect of delaying or preventing changes of control of the ownership and management of our company, even if such transactions would have significant
benefits to our shareholders.
Transfer Agent and Registrar
Computershare Trust Company, N.A. serves as transfer agent and registrar for our common shares and our Series B Preferred Shares and Series C Preferred Shares.
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FORM, EXCHANGE AND TRANSFER
We will issue securities only in registered form; no securities will be issued in bearer form. We will issue each security other than
common shares in book-entry form only, unless otherwise specified in the applicable prospectus supplement. We will issue common shares in both certificated and book-entry form, unless otherwise specified in the applicable prospectus supplement.
Securities in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the securities represented by the global security. Those who own beneficial interests in a global security
will do so through participants in the depositary’s system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. Only the depositary will be entitled to transfer or
exchange a security in global form, since it will be the sole holder of the security. These book-entry securities are described below under “Book-Entry Procedures and Settlement.”
If any securities are issued in
non-global
form or cease to be book-entry securities (in the
circumstances described in the next section), the following will apply to them:
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The securities will be issued in fully registered form in denominations stated in the prospectus supplement. You may exchange securities for securities
of the same series in smaller denominations or combined into fewer securities of the same series of larger denominations, as long as the total amount is not changed.
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You may exchange, transfer, present for payment or exercise securities at the office of the relevant indenture trustee or agent indicated in the
prospectus supplement. You may also replace lost, stolen, destroyed or mutilated securities at that office. We may appoint another entity to perform these functions or we may perform them ourselves.
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You will not be required to pay a service charge to transfer or exchange your securities, but you may be required to pay any tax or other governmental
charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with your proof of legal ownership. The transfer agent may also require an indemnity before
replacing any securities.
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If we have the right to redeem, accelerate or settle any securities before their maturity or expiration, and we exercise that right as to less than all
those securities, we may block the transfer or exchange of those securities during the period beginning 15 days before the day we mail the notice of exercise and ending on the day of that mailing, in order to freeze the list of holders to prepare
the mailing. We may also refuse to register transfers of or exchange any security selected for early settlement, except that we will continue to permit transfers and exchanges of the unsettled portion of any security being partially settled.
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If fewer than all of the securities represented by a certificate that are payable or exercisable in part are presented for payment or exercise, a new
certificate will be issued for the remaining amount of securities.
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BOOK-ENTRY PROCEDURES AND SETTLEMENT
Most offered securities will be book-entry (global) securities. Upon issuance, all book-entry securities will be represented by one or
more fully registered global securities, without coupons. Each global security will be deposited with, or on behalf of, The Depository Trust & Clearing Corporation, or DTC, a securities depositary, and will be registered in the name of
Cede & Co. or another nominee of DTC. DTC, Cede & Co., or such nominee, will thus be the only registered holder of these securities. Except as set forth below, the registered global securities may be transferred, in whole but not
in part, only to Cede & Co., another nominee of DTC or to a successor of DTC or its nominee.
Purchasers of
securities may only hold interests in the global securities through DTC if they are participants in the DTC system. Individual certificates in respect of the securities will not be issued in exchange for the registered global securities, except in
very limited circumstances. Purchasers may also hold interests through a securities intermediary — banks, brokerage houses and other institutions that maintain securities accounts for customers — that has an account with DTC or its
nominee. DTC will maintain accounts showing the security holdings of its participants, and these participants will in turn maintain accounts showing the security holdings of their customers. Some of these customers may themselves be securities
intermediaries holding securities for their customers. Thus, each beneficial owner of a book-entry security will hold that security indirectly through a hierarchy of intermediaries, with DTC at the top and the beneficial owner’s own securities
intermediary at the bottom.
The securities of each beneficial owner of a book-entry security will be evidenced solely by
entries on the books of the beneficial owner’s securities intermediary. The actual purchaser of the securities will generally not be entitled to have the securities represented by the global securities registered in its name and will not be
considered the owner under the declaration. In most cases, a beneficial owner will also not be able to obtain a paper certificate evidencing the holder’s ownership of securities. The book-entry system for holding securities eliminates the need
for physical movement of certificates and is the system through which most publicly traded common shares are held in the United States. However, the laws of some jurisdictions require some purchasers of securities to take physical delivery of their
securities in definitive form. These laws may impair the ability to transfer book-entry securities.
Title to book-entry
interests in the securities will pass by book-entry registration of the transfer within the records of DTC in accordance with its procedures.
If DTC notifies us that it is unwilling or unable to continue as a clearing system in connection with the registered global securities or ceases to be a clearing agency registered under the Exchange Act,
and a successor clearing system is not appointed by us within 90 days after receiving that notice from DTC or upon becoming aware that DTC is no longer so registered, we will issue or cause to be issued individual certificates in registered form on
registration of transfer of, or in exchange for, book-entry interests in the securities represented by registered global securities upon delivery of those registered global securities for cancellation. We may also permit beneficial owners of
book-entry securities represented by a global security to exchange their beneficial interests for definitive (paper) securities if, in our sole discretion, we decide to allow some or all book-entry securities to be exchangeable for definitive
securities in registered form.
Unless we indicate otherwise, any global security that is exchangeable will be exchangeable in
whole for definitive securities in registered form, with the same terms and of an equal aggregate principal amount. Definitive securities will be registered in the name or names of the person or persons specified by DTC in a written instruction to
the registrar of the securities. DTC may base its written instruction upon directions that it receives from its participants.
In this prospectus, for book-entry securities, references to actions taken by security holders will mean actions taken by DTC upon
instructions from its participants, and references to payments and notices of redemption to security holders will mean payments and notices of redemption to DTC as the registered holder of the securities for distribution to participants in
accordance with DTC’s procedures.
29
Initial settlement for the securities offered on a global basis through DTC will be made in
immediately available funds. Secondary market trading between DTC’s participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s
Same-Day
Funds Settlement System.
Although DTC has agreed to the foregoing procedures in
order to facilitate transfers of interests in the securities among participants thereof, it is under no obligation to perform or continue to perform the foregoing procedures and these procedures may be changed or discontinued at any time.
DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve
System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered under section 17A of the Securities Exchange Act of 1934. The rules applicable to DTC and its participants are on file with
the SEC.
We will not have any responsibility or liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interest in the book-entry securities or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.
30
SELLING SHAREHOLDERS
This prospectus also covers 23,000,000 common shares, together with preferred share purchase rights attached thereto, which may be sold
by or on behalf of selling shareholders or by their pledgees, donees, transferees or other successors in interest, who will be named in a prospectus supplement or a report filed under Section 13(a) of the Exchange Act.
The common shares that may be sold by or on behalf of selling shareholders under this prospectus were acquired directly from the Company,
purchased in the open market or were the subject of awards under our equity incentive plans, in each case, prior to the initial filing of this Registration Statement.
31
PLAN OF DISTRIBUTION
We or any selling shareholders (or their pledgees, donees, transferees or other successors in interest) may offer and sell, from time to
time, the securities covered by this prospectus and the applicable prospectus supplement. We have registered the securities covered by this prospectus for offer and sale so that those securities may be freely sold to the public. Registration of the
securities covered by this prospectus does not mean, however, that those securities necessarily will be offered or sold.
Securities covered by this prospectus may be sold from time to time, in one or more transactions, at market prices prevailing at the time
of sale, at prices related to market prices, at a fixed price or prices subject to change, at varying prices determined at the time of sale or at negotiated prices, by a variety of methods including the following:
|
|
•
|
|
on the NYSE or any other national securities exchange or in the U.S. inter-dealer system of a registered national securities association on which our
common shares may be listed or quoted at the time of sale;
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|
•
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|
in the over-the-counter market;
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•
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|
in privately negotiated transactions;
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|
•
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|
in an exchange distribution in accordance with the rules of the applicable exchange;
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•
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|
as settlement of short sales entered into after the date of the prospectus;
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•
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|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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•
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|
through broker-dealers, who may act as agents or principals;
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•
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|
through sales “at the market” to or through a market-maker;
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|
•
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|
in a block trade, in which a broker-dealer will attempt to sell a block as agent but may position and resell a portion of the block as principal to
facilitate the transaction;
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•
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|
through one or more underwriters on a firm commitment or best-efforts basis;
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•
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directly by us or a selling shareholder to one or more purchasers;
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•
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in option transactions;
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•
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upon conversion or in exchange for other securities;
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•
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any other method permitted pursuant to applicable law; or
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•
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in any combination of the above.
|
In effecting sales, brokers or dealers engaged by us or the selling shareholders may arrange for other brokers or dealers to participate. Broker-dealer transactions may include:
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•
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|
purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this
prospectus;
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|
•
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|
ordinary brokerage transactions; or
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|
•
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|
transactions in which the broker-dealer solicits purchasers.
|
In addition, the selling shareholders or their pledgees, donees, transferees or other successors in interest may also sell common shares
in transactions that are exempt from registration under the Securities Act rather than under this prospectus.
32
We may also issue our common shares to officers, directors, employees, consultants, agents
or other persons, including selling shareholders, pursuant to awards made under our equity incentive plans or otherwise. Such common shares may be resold by our officers and directors under this prospectus as indicated in a prospectus supplement
In connection with the sale of securities covered by this prospectus, broker-dealers may receive commissions or other
compensation from us or the selling shareholders in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the securities for whom they act as agents or to whom they sell as principals or
both. Compensation as to a particular broker-dealer may be in excess of customary commissions or in amounts to be negotiated. In connection with any underwritten offering, underwriters may receive compensation in the form of discounts, concessions
or commissions from us or the selling shareholders, or from purchasers of the securities for whom they act as agents. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling shareholders and any underwriters, broker-dealers or agents that participate in the distribution of the securities
may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and any profit on the sale of the securities by them and any discounts, commissions or concessions received by any of those underwriters,
broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended.
In connection with the distribution of the securities covered by this prospectus or otherwise, we or the selling shareholders may enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of our securities in the course of hedging the positions they assume with us or the selling shareholders. Additionally, in
connection with such a distribution, we or the selling shareholders may loan common shares pursuant to share lending agreements or otherwise. We may also sell securities short and deliver the securities offered by this prospectus to close out our
short positions. We or the selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions, which require the delivery to such broker-dealer or other financial institution of securities
offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction. We or the selling shareholders may also from time to time
pledge securities pursuant to the margin provisions of any customer agreements with brokers. Upon default, the broker may offer and sell such pledged securities from time to time pursuant to this prospectus, as supplemented or amended to reflect
such transaction.
At any time a particular offer of the securities covered by this prospectus is made, a revised prospectus
or prospectus supplement, if required, will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including the expected issue price or method of determining
the price, the time period during which the offer will be open and whether the purchase period may be extended or shortened, the method and time limits for paying up and delivering securities, name or names of any underwriters, dealers, brokers or
agents, any discounts, commissions, concessions and other items constituting compensation from us or the selling shareholders, any discounts, commissions or concessions allowed or reallowed or paid to dealers and the names of the selling
shareholders and the number of securities being offered by them. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the
disclosure of additional information with respect to the distribution of the securities covered by this prospectus. In order to comply with the securities laws of certain states, if applicable, the securities sold under this prospectus may only be
sold through registered or licensed broker-dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from registration or qualification
requirements is available and is complied with.
In connection with an underwritten offering, we and, if applicable, the
selling shareholders, would execute an underwriting agreement with an underwriter or underwriters. Unless otherwise indicated in the revised
33
prospectus or applicable prospectus supplement, such underwriting agreement would provide that the obligations of the underwriter or underwriters are subject to certain conditions precedent and
that the underwriter or underwriters with respect to a sale of the covered securities will be obligated to purchase all of the covered securities if any such securities are purchased. We or the selling shareholders may grant to the underwriter or
underwriters an option to purchase additional securities at the public offering price, as may be set forth in the revised prospectus or applicable prospectus supplement. If we or the selling shareholders grant any such option, the terms of the
option will be set forth in the revised prospectus or applicable prospectus supplement.
If more than five percent of the net
proceeds of any offering of securities made under this prospectus will be received by any member of the Financial Industry Regulatory Authority, or “FINRA”, participating in the offering or by affiliates or associated persons of such FINRA
member or any participating member who otherwise would have a “conflict of interest” under FINRA Rules, the offering will be conducted in accordance with NASD Conduct Rule 2720.
Underwriters, agents, brokers or dealers may be entitled, pursuant to relevant agreements entered into with us or the selling
shareholders, to indemnification by us or the selling shareholders against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, that may arise from any untrue statement or alleged untrue statement of a
material fact, or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments
which the underwriters, agents, brokers or dealers may be required to make.
We will bear all costs relating to all of the
securities being registered under the registration statement of which this prospectus is a part.
34
LEGAL MATTERS
The validity of the securities offered hereby is being passed upon for us by Conyers Dill & Pearman Limited, Hamilton, Bermuda.
Certain matters of New York law are being passed on by Morgan, Lewis
& Bockius LLP, New York, New York.
EXPERTS
The consolidated financial statements of Tsakos Energy Navigation Limited appearing in Tsakos Energy Navigation Limited’s Annual
Report (Form 20-F) for the year ended December 31, 2013 and the effectiveness of Tsakos Energy Navigation Limited’s internal control over financial reporting as of December 31, 2013 have been audited by Ernst & Young (Hellas)
Certified Auditors Accountants S.A., 11th km National Road Athens-Lamia, 144 51 Athens, Greece, independent registered public accounting firm, as set forth in their reports thereon incorporated herein by reference. Such financial statements have
been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The statistical data and other information incorporated by reference from the section of our Annual Report on Form
20-F
for the year ended December 31, 2013
entitled “Item 5. General Market Overview — World Oil Demand / Supply and Trade,” including the analysis of the various sectors of the oil tanker industry, has been provided by ICAP Shipping (“ICAP”), 2 Broadgate, London
EC2M 7UR, UK. ICAP has advised that the statistical data and other information contained therein are drawn from its database and other sources. In connection therewith, ICAP has advised that: (a) certain information in ICAP’s database is
derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in ICAP’s database; and (c) while ICAP has taken reasonable care in the
compilation of the statistical and other information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.
35
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXPENSES
The following table sets forth the expenses (other than underwriting discounts and commissions or agency fees and other items
constituting underwriters’ or agents’ compensation, if any) expected to be incurred by us in connection with a possible offering of securities registered under this registration statement.
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SEC Registration Fee
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$
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85,551.54
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|
Printing and Engraving Expenses
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|
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*
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|
Legal Fees and Expenses
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|
|
*
|
|
|
Accountants’ Fees and Expenses
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|
|
*
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NYSE Fees
|
|
|
*
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|
Trustee’s fees and expenses
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|
|
*
|
|
|
Miscellaneous Costs
|
|
|
*
|
|
|
|
|
|
|
|
|
Total
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|
$
|
*
|
|
|
|
|
|
|
|
|
*
|
To be provided by a prospectus supplement or as an exhibit to a Report on Form
6-K
that is incorporated by reference into this
prospectus.
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|
ITEM 8.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
The Company’s
Bye-laws
provide that its directors and officers and former directors and officers shall be indemnified to the fullest extent permitted by The
Companies Act of Bermuda 1981, as amended, from time to time, and provides for advances to any indemnified director or officer of expenses in connection with actual proceedings and claims arising out of their status as our director or officer. The
Company also maintains a directors’ and officers’ liability insurance policy on behalf of its directors and officers.
II-1
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Exhibit No.
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|
Description
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|
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|
1.1
|
|
Form of underwriting agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.1
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|
Form of indenture between Tsakos Energy Navigation Limited and Wells Fargo Bank, National Association, as trustee, with respect to debt securities of Tsakos Energy Navigation
Limited.*
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4.2
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|
Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form
F-1
(Registration No.
333-82326)).
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|
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4.3
|
|
8.875% Series C Cumulative Redeemable Perpetual Preferred Share Certificate (incorporated by reference to Exhibit 4.1 to Form 8-A dated September 27, 2013)
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|
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4.4
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|
8.00% Series B Cumulative Redeemable Perpetual Preferred Share Certificate (incorporated by reference to Exhibit 4.1 to Form 8-A dated May 9, 2013)
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4.5
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Form of warrant agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.6
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Form of rights agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.7
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Form of senior debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.8
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Form of subordinated debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.9
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Form of convertible debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.10
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Specimen preferred share certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.11
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Certificate of Designations (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.12
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Form of warrant (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.13
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Form of rights certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.14
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Rights Agreement, dated as of September 29, 2005, between Tsakos Energy Navigation Limited and The Bank of New York, as Rights Agent (filed as an exhibit to the Registrant’s
Form 6-K dated September 30, 2005, and incorporated by reference herein).
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4.15
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Form of Deposit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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5.1
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Opinion of Conyers Dill & Pearman Limited (special Bermuda counsel to the Company)*
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5.2
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|
Opinion of Morgan, Lewis & Bockius LLP (United States counsel to the Company).*
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12.1
|
|
Statement regarding computation of ratio of earnings to fixed charges*
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23.1
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
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23.2
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).
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II-2
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Exhibit No.
|
|
Description
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|
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23.3
|
|
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2).*
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23.4
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Consent of ICAP Shipping*
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24.1
|
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Power of Attorney*
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25.1
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|
Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 (a Form T-1) of Wells Fargo Bank, National Association with respect to debt
securities*
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Tsakos
Energy Navigation Limited hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information set forth in the registration statement;
provided
,
however
, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by Item 8.A of Form
20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrants include in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and
other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
II-3
the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule
3-19
of Regulation
S-X
if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by each registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration statement or a
prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or a prospectus that is part of this registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or a prospectus that was part of this registration statement or made in any such document immediately prior to such
effective date; or
(6) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned
registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned
registrant to the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
II-4
The undersigned registrant hereby undertakes to supplement the prospectus, after the
expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms
of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such
offering.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling persons of each of the registrants pursuant to the provisions set forth or described in Item 8 of this registration statement, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
F-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece,
on July 25, 2014.
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TSAKOS ENERGY NAVIGATION LIMITED
|
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|
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By:
|
|
/s/ Nikolas P. Tsakos
|
|
Name:
|
|
Nikolas P. Tsakos
|
|
Title:
|
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities indicated.
|
|
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|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
*
|
|
Chairman of the Board
of Directors
|
|
July 25, 2014
|
|
Efstratios Georgios Arapoglou
|
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/s/ Nikolas P. Tsakos
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President, Chief Executive Officer and Director
(principal executive officer)
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July 25, 2014
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Nikolas P. Tsakos
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/s/ George V. Saroglou
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Chief Operating Officer
and Director
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July 25, 2014
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George V. Saroglou
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/s/ Paul Durham
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Chief Financial Officer
(principal financial and accounting officer)
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July 25, 2014
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Paul Durham
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/s/
*
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Vice Chairman of the Board of Directors
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July 25, 2014
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Michael G. Jolliffe
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/s/
*
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Director
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July 25, 2014
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Efthimios E. Mitropoulos
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/s/
*
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Director
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July 25, 2014
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Peter C. Nicholson
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/s/ Francis T. Nusspickel
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Director
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July 25, 2014
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Francis T. Nusspickel
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/s/
*
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Director
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July 25, 2014
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Richard L. Paniguian
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/s/
*
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Director
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July 25, 2014
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Aristides A.N. Patrinos
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*By:
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/s/ Paul
Durham
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Paul Durham
Attorney-in-fact
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II-6
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of
the aforementioned Registrant, has signed this Registration Statement on July 25, 2014.
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/s/ Francis T. Nusspickel
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II-7
INDEX OF EXHIBITS
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Exhibit
No.
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Description
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1.1
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Form of underwriting agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.1
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Form of indenture between Tsakos Energy Navigation Limited and Wells Fargo Bank, National Association, as trustee, with respect to debt securities of Tsakos Energy Navigation
Limited.*
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4.2
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Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form
F-1
(Registration No.
333-82326)).
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4.3
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8.875% Series C Cumulative Redeemable Perpetual Preferred Share Certificate (incorporated by reference to Exhibit 4.1 to Form 8-A dated September 27, 2013)
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4.4
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8.00% Series B Cumulative Redeemable Perpetual Preferred Share Certificate (incorporated by reference to Exhibit 4.1 to Form 8-A dated May 9, 2013)
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4.5
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Form of warrant agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.6
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Form of rights agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.7
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Form of senior debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.8
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Form of subordinated debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.9
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Form of convertible debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.10
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Specimen preferred share certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.11
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Certificate of Designations (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.12
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Form of warrant (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.13
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Form of rights certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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4.14
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Rights Agreement, dated as of September 29, 2005, between Tsakos Energy Navigation Limited and The Bank of New York, as Rights Agent (filed as an exhibit to the Registrant’s
Form 6-K dated September 30, 2005, and incorporated by reference herein).
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4.15
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Form of Deposit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
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5.1
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Opinion of Conyers Dill & Pearman Limited (special Bermuda counsel to the Company).*
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5.2
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Opinion of Morgan, Lewis & Bockius LLP (United States counsel to the Company).*
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12.1
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Statement regarding computation of ratio of earnings to fixed charges.*
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).*
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Exhibit
No.
|
|
Description
|
|
|
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23.3
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2).*
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23.4
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Consent of ICAP Shipping*
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24.1
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Power of Attorney*
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25.1
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Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939
(a Form T-1)
of Wells Fargo Bank,
National Association with respect to debt securities.*
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