CALCULATION OF REGISTRATION FEE
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Title of Class of
Securities to be Registered
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Amount to be
Registered
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Amount of
Registration Fee(1)
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Common Shares, par value $1.00 per share (which will be
reduced to par value of $0.01 per share on or about September 30, 2016)
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$116,400,000.00
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$11,721.48*
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(1)
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Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(7)
Registration No.
333-213782
PROSPECTUS SUPPLEMENT
(To
the Prospectus Supplement dated September 30, 2016 and the Prospectus dated September 26, 2016)
8,000,000 Shares
Ship Finance International Limited
Common Shares
This prospectus supplement
updates and amends the selling shareholder information contained in the prospectus supplement, dated September 30, 2016, relating to the sale from time to time of up to 8,000,000 of our common shares by the selling shareholders named herein, who
will borrow such shares through a lending arrangement with Jefferies LLC, or Jefferies, one of the underwriters in our concurrent offering of our $225 million aggregate principal amount 5.75% convertible senior notes due 2021, or the convertible
notes. Jefferies is borrowing the shares from an affiliate of Jefferies, which in turn is borrowing the shares from SFL Capital II Ltd., our wholly-owned subsidiary, which we refer to herein as SFLC. None of the borrowed shares are newly-issued
common shares; instead, SFLC is borrowing the shares it lends from Hemen Holding Ltd., a company related to us and our largest shareholder, which we refer to as Hemen.
This prospectus supplement updates and amends the selling shareholder information contained in the prospectus supplement dated September 30, 2016, to add
BlackRock, Inc. as a selling shareholder and to adjust the allocation of shares among the selling shareholders.
We expect that the selling shareholders
will sell the borrowed shares and use the resulting short position to hedge their respective investments in our convertible notes which are being offered in a concurrent offering pursuant to a separate prospectus supplement and accompanying
prospectus. The selling shareholders may effect such transactions by selling the borrowed shares at various prices from time to time through Jefferies. The selling shareholders will receive all of the proceeds from the sale of the borrowed shares,
and neither we, SFLC nor Hemen will receive any of the proceeds.
The borrowed shares may be offered for sale in transactions that may include block
sales, sales on The New York Stock Exchange, sales in the over-the-counter market, sales pursuant to negotiated transactions or otherwise. See the section of the prospectus supplement dated September 30, 2016, entitled “Description of the Share
Lending Agreement; Concurrent Offering of Convertible Notes.”
Our common shares are listed on The New York Stock Exchange under the symbol
“SFL.” The last reported sale price of our common shares on The New York Stock Exchange on September 29, 2016 was $14.50 per share.
Investing in our common
shares involves a high degree of risk. Please read “
Risk Factors
” beginning on page S-12 of the prospectus supplement dated September 30, 2016, and similar sections in our filings with the Securities and
Exchange Commission, or the SEC, incorporated by reference herein.
Neither the SEC nor any
state securities commission has approved or disapproved the issuance of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
September 30, 2016