Ship Finance International Limited ("Ship Finance" or the
"Company") (NYSE: SFL) today announced that it, subject to market
and other conditions, intends to offer $200 million aggregate
principal amount of Convertible Senior Notes due 2021 (the
"Notes"). The Notes will pay interest quarterly in arrears, have a
term of five years, and will be convertible into the Company's
common shares. Upon conversion, Ship Finance will pay or deliver,
as the case may be, cash, our common shares, or a combination of
cash and our common shares, at the Company's election, as further
described in the offering prospectus.
The Company intends to use the net proceeds
received from the offering of the Notes for general corporate
purposes, including working capital and the repurchase of all or a
portion of its existing 3.25% convertible notes.
In connection with the Company's offering of the
Notes, a subsidiary of the Company will enter into a share lending
agreement with affiliates of Jefferies LLC, one of the underwriters
of the Notes offering, (the "Share Borrower"), under which it will
lend to the Share Borrower up to 8 million of the Company's common
shares. None of the borrowed shares are newly-issued common shares.
Instead, the shares are provided by way of a loan from one of Ship
Finance's largest shareholders, which is an affiliate of the
Company.
Purchasers of the Notes may separately sell up
to 8 million of the Company's common shares that they may borrow
through the Share Borrower. The Company expects that the selling
shareholders will use the short position created by such sale to
hedge their respective investments in the Notes. Neither the
Company, nor its subsidiaries, nor its shareholders will receive
any proceeds from the sale of the borrowed shares.
Jefferies LLC, ABG Sundal Collier, Inc. and
Morgan Stanley & Co. LLC will act as underwriters, Seaport
Global Securities LLC and Clarksons Platou Securities, Inc. will
act as co-managers, for the offering of the Notes.
The offering of the Notes and the offering of
the Common Shares will be made under separate prospectus
supplements under the Company's existing shelf registration
statement filed with the Securities and Exchange Commission on
September 26, 2016.
The offering of the Notes and the offering of
the Common Shares will be made by means of separate prospectus
supplements to the prospectus forming a part of the Company's shelf
registration statement and other related documents. You may obtain
these documents for free by visiting EDGAR on the Securities and
Exchange Commission website at www.sec.gov. Alternatively, copies
of the preliminary prospectus supplement may be obtained from
Jefferies LLC, Attention: Equity Syndicate Prospectus Department,
520 Madison Avenue, 2nd Floor, New York, NY, 10022, by email at
Prospectus_Department@Jefferies.com or by phone at +1 877-821-7388,
ABG Sundal Collier Inc., Douglas Miller, 850 Third Avenue, Suite
9-C, New York, New York 10022, douglas.miller@abgsc.com, +1
212-605-3827, or Morgan Stanley & Co. LLC, 180 Varick Street,
2nd Floor, New York, New York 10014, Attention: Prospectus
Department. Before you invest, you should read the prospectus
supplements and accompanying base prospectus along with other
documents that the Company has filed with the Securities and
Exchange Commission for more complete information about the Company
and these offerings.
This announcement does not constitute an offer
to sell, or a solicitation of an offer to buy, the Notes, common
shares or any other securities, nor will there be any sale of
convertible notes, common shares or any other securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.September 29,
2016
The Board of DirectorsShip Finance International
LimitedHamilton, Bermuda
Investor and Analyst
Contact:
Harald Gurvin, Chief Financial Officer: +47
23114009
André Reppen, Senior Vice President: +47
23114055
Media Contact:
Ole B. Hjertaker, Chief Executive Officer: +47
23114011
About Ship Finance
Ship Finance International Limited (NYSE: SFL)
has an unprecedented track record in the maritime industry, being
consistently profitable and paying dividends every quarter since
2004. The Company's fleet of more than 70 vessels is split between
tankers, bulkers, container vessels and offshore assets, and Ship
Finance's long term distribution capacity is supported by a
portfolio of long term charters and significant growth in the asset
base over time.
Cautionary Statement Regarding Forward
Looking Statements
This press release may contain forward looking
statements. These statements are based upon various assumptions,
many of which are based, in turn, upon further assumptions,
including Ship Finance management's examination of historical
operating trends. Although Ship Finance believes that these
assumptions were reasonable when made, because assumptions are
inherently subject to significant uncertainties and contingencies
which are difficult or impossible to predict and are beyond its
control, Ship Finance cannot give assurance that it will achieve or
accomplish these expectations, beliefs or intentions. Important
factors that, in the Company's view, could cause actual results to
differ materially from those discussed in this presentation include
the strength of world economies and currencies, general market
conditions including fluctuations in charter hire rates and vessel
values, changes in demand in the tanker market as a result of
changes in OPEC's petroleum production levels and worldwide oil
consumption and storage, changes in the Company's operating
expenses including bunker prices, dry-docking and insurance costs,
changes in governmental rules and regulations or actions taken by
regulatory authorities, potential liability from pending or future
litigation, general domestic and international political
conditions, potential disruption of shipping routes due to
accidents or political events, and other important factors
described from time to time in the reports filed by the Company
with the United States Securities and Exchange Commission.
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