SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of September 2014
Commission File Number 001-32640
DHT HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Clarendon House
2 Church Street, Hamilton HM 11
Bermuda
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
On September 16, 2014, DHT Holdings, Inc. (the “Company”) announced the closing (the “Closing”) of its previously announced Share Purchase Agreement (the “Share Purchase Agreement”) with the shareholders (the “Sellers”) of Samco Shipholding Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore (“Samco Shipholding”). Pursuant to the terms of the Share Purchase Agreement, the Company acquired all of the issued and allotted shares of Samco Shipholding from the Sellers for a purchase price of $317,005,000 in cash, less $5,000,000 that was deposited in an escrow fund pending final determination of any purchase price adjustment following the Closing.
Attached hereto as Exhibit 99.1 is a copy of the Company’s press release announcing the Closing, dated September 16, 2014, and it is incorporated herein by reference.
On September 16, 2014, the Company issued a press release announcing the closing of the Company’s previously announced registered direct offering of 23,076,924 shares of the Company’s common stock at a price of $6.50 per share (the “Registered Direct Offering”).
Attached hereto as Exhibit 99.2 is a copy of the Company’s press release announcing the closing of the Registered Direct Offering, dated September 16, 2014, and it is incorporated herein by reference.
On September 16, 2014, the Company issued a press release announcing the closing of the Company’s previously announced private placement of $150,000,000 of its convertible senior notes due 2019 (the “Private Notes Placement”).
Attached hereto as Exhibit 99.3 is a copy of the Company’s press release announcing the closing of the Private Notes Placement, dated September 16, 2014, and it is incorporated herein by reference.
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Description
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99.1
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Press Release dated September 16, 2014 announcing closing of the Share Purchase Agreement
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99.2
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Press Release dated September 16, 2014 announcing closing of the Registered Direct Offering
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99.3
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Press Release dated September 16, 2014 announcing closing of the Private Notes Placement
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DHT Holdings, Inc. |
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(Registrant) |
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| Date: September 16, 2014 |
By: |
/s/ Eirik Ubøe |
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Eirik Ubøe
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Chief Financial Officer
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Exhibit 99.1
DHT HOLDINGS ANNOUNCES CLOSING OF ITS ACQUISITION OF SAMCO SHIPHOLDING
HAMILTON, BERMUDA, September 16, 2014 – DHT Holdings, Inc. (NYSE:DHT) (“DHT” or the “Company”) announced today the closing of its previously announced agreement to acquire all the outstanding shares of Samco Shipholding Pte. Ltd. (˝Samco˝), a private company incorporated under the laws of the Republic of Singapore, for a purchase price of $317,005,000 in cash, less $5,000,000 that has been deposited in an escrow fund pending final determination of any purchase price adjustment following the closing. DHT used the net proceeds of its recently completed registered direct offering of common stock and concurrent private placement of convertible senior unsecured notes due 2019, plus cash on hand, to fund the acquisition.
Samco owns and operates a fleet of seven very large crude oil tankers (˝VLCCs˝) with an average age of approximately 4.5 years. Five of the vessels are currently on time charters to oil majors. Included in the transaction was Samco’s 50% ownership in Goodwood Ship Management Pte. Ltd. (˝Goodwood˝), a private ship management company incorporated under the laws of the Republic of Singapore. Goodwood currently manages all of DHT’s vessels.
As a result of the acquisition, DHT now has a fleet of 20 VLCCs (including six VLCCs under construction at Hyundai Heavy Industries), two Suezmaxes and two Aframaxes.
As of August 31, 2014, Samco had approximately $319.6 million of outstanding indebtedness under its credit agreements. DHT has obtained a committed and underwritten offer from affiliates of Nordea Bank AB and DNB Bank ASA to refinance Samco’s debt at a rate of LIBOR plus 2.5%, with leverage and repayment profiles consistent with DHT’s other debt facilities.
About DHT Holdings, Inc.
DHT is an independent crude oil tanker company operating a fleet of crude oil tankers in the VLCC, Suezmax and Aframax segments. We operate through our wholly owned management companies in Oslo, Norway and Singapore. For further information: www.dhtankers.com.
Forward Looking Statements
This press release may contain assumptions, expectations, projections, intentions and beliefs about future events. When used in this document, words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “will,” “may,” “should” and “expect” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect DHT’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent DHT’s estimates and assumptions only as of the date of this press release and are not intended to give any assurance as to future results. Investing in DHT’s securities involves risk, and investors should be able to bear the loss of their investment. For a detailed discussion of the risk factors that might cause future results to differ, please refer to DHT’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 3, 2014.
DHT undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and DHT’s actual results could differ materially from those anticipated in these forward-looking statements.
CONTACT:
Eirik Ubøe, CFO
Phone: +47 412 92 712
E-mail: eu@dhtankers.com
Exhibit 99.2
DHT HOLDINGS ANNOUNCES CLOSING OF $150,000,000 OFFERING OF COMMON STOCK
HAMILTON, BERMUDA, September 16, 2014 – DHT Holdings, Inc. (NYSE:DHT) (“DHT”) announced today the closing of its previously announced registered direct offering of 23,076,924 shares of its common stock at a price of $6.50 per share. DHT received net proceeds of approximately $145,500,000 after the payment of placement agent fees. DHT intends to use the net proceeds, together with the net proceeds of certain other financing, to fund its acquisition of Samco Shipholding Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore (“Samco”), pursuant to a share purchase agreement with the shareholders of Samco, the expansion of its fleet, its pending vessel acquisitions and shipbuilding contracts and for other general corporate purposes.
DHT’s common shares trade on the New York Stock Exchange under the symbol “DHT”.
RS Platou Markets, Inc. acted as lead manager and bookrunner, and RS Platou Markets AS and Fearnley Securities AS acted as placement agents.
This offering was made only by means of a prospectus supplement and accompanying base prospectus. A prospectus supplement related to the offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) and is available on the SEC's website located at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained from RS Platou Markets, Inc., 410 Park Avenue, 7th Floor, Suite 710, New York, NY 10022, Attention: Raquel Lucas, telephone +1 212 317 7080, toll free 855 864 2265 (or by e-mail at officeny@platou.com).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About DHT Holdings, Inc.
DHT is an independent crude oil tanker company operating a fleet of crude oil tankers in the VLCC, Suezmax and Aframax segments. We operate through our wholly owned management companies in Oslo, Norway and Singapore. For further information: www.dhtankers.com.
Forward Looking Statements
This press release may contain assumptions, expectations, projections, intentions and beliefs about future events. When used in this document, words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “will,” “may,” “should” and “expect” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect DHT’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent DHT’s estimates and assumptions only as of the date of this press release and are not intended to give any assurance as to future results. Investing in DHT’s securities involves risk, and investors should be able to bear the loss of their investment. For a detailed discussion of the risk factors that might cause future results to differ, please refer to DHT’s Annual Report on Form 20-F, filed with the SEC on March 3, 2014.
DHT undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and DHT’s actual results could differ materially from those anticipated in these forward-looking statements.
CONTACT:
Eirik Ubøe, CFO
Phone: +47 412 92 712
E-mail: eu@dhtankers.com
Exhibit 99.3
DHT HOLDINGS, INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF $150,000,000 CONVERTIBLE SENIOR NOTES DUE 2019
HAMILTON, BERMUDA, September 16, 2014 – DHT Holdings, Inc. (NYSE:DHT) (“DHT”) announced today the closing of its previously announced private placement of approximately $150,000,000 aggregate principal amount of its convertible senior notes due 2019 (the “notes”) to institutional accredited investors. DHT will pay interest at a fixed rate of 4.5% per annum, payable semiannually in arrears. The notes will be convertible into common stock of DHT at any time after placement until one business day prior to their maturity. The initial conversion price will be $8.125 per share of common stock (equivalent to an initial conversion rate of 123.0769 shares of common stock per $1,000 aggregate principal amount of notes), and will be subject to customary anti-dilution adjustments. Net proceeds to DHT are expected to be approximately $145,500,000 after the payment of placement agent fees.
DHT intends to use the net proceeds, together with the net proceeds of a concurrent offering of common stock, to fund its acquisition of Samco Shipholding Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore (“Samco”), pursuant to a share purchase agreement with the shareholders of Samco, the expansion of its fleet, its pending vessel acquisitions and shipbuilding contracts and for other general corporate purposes.
The notes were offered to institutional accredited investors under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The notes will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About DHT Holdings, Inc.
DHT is an independent crude oil tanker company operating a fleet of crude oil tankers in the VLCC, Suezmax and Aframax segments. We operate through our wholly owned management companies in Oslo, Norway and Singapore. For further information: www.dhtankers.com.
Forward Looking Statements
This press release may contain assumptions, expectations, projections, intentions and beliefs about future events. When used in this document, words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” "forecast,” “plan,” “potential,” “will,” “may,” “should” and “expect” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect DHT’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent DHT’s estimates and assumptions only as of the date of this press release and are not intended to give any assurance as to future results. Investing in DHT’s securities involves risk, and investors should be able to bear the loss of their investment. For a detailed discussion of the risk factors that might cause future results to differ, please refer to DHT’s Annual Report on Form 20-F, filed with the SEC on March 3, 2014.
DHT undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and DHT’s actual results could differ materially from those anticipated in these forward-looking statements.
CONTACT:
Eirik Ubøe, CFO
Phone: +47 412 92 712
E-mail: eu@dhtankers.com
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