Ship Finance International Limited ("Ship
Finance" or the "Company") (NYSE: SFL) today announced the pricing
of its offering of $150 million aggregate principal amount of
Convertible Senior Notes due 2023 (the "Notes"). The Notes will pay
interest quarterly in arrears at a rate of 4.875% per annum, and
will mature on May 1, 2023, unless earlier repurchased, redeemed or
converted. The Notes will be convertible into, at the Company's
election, cash, common shares, or a combination of cash and common
shares, as further described in the offering prospectus. The
conversion rate for the Notes will initially be 52.8157 common
shares per $1,000 principal amount of the Notes, which is
equivalent to an initial conversion price of approximately $18.93
per common share, and is subject to adjustment under the terms of
the Notes. The Company has granted the underwriters an option to
purchase up to an additional $22.5 million aggregate principal
amount of the Notes to cover over-allotments.
The Company intends to use the net proceeds
received from the offering of the Notes for general corporate
purposes, including working capital. The Company continuously
evaluates potential transactions that it believes will be accretive
to earnings, enhance shareholder value or are in the best interests
of the Company. Any funds received may be used by the Company for
any corporate purpose, which may include pursuit of other business
combinations, the acquisition of vessels or related businesses, the
expansion of its operations, repayment of existing debt, share
repurchases, short term investments or other uses.
In connection with the Company's offering of the
Notes, a subsidiary of the Company will enter into separate share
lending agreements with each of Morgan Stanley & Co. LLC,
Jefferies LLC and Citigroup Global Markets Inc. (or their
respective affiliates) (the "Share Borrowers"), under which it will
lend to the Share Borrowers a total of up to 7,000,000 of the
Company's common shares. The borrowed shares are newly-issued
shares issued in connection with this transaction and will be
cancelled or held as treasury shares upon the expiration or early
termination of the share lending arrangements.
Purchasers of the Notes may separately sell up
to 7,000,000 of the Company's common shares that they may borrow
through the Share Borrowers. The Company expects that the selling
shareholders will use the short position created by such sale to
establish their initial hedge with respect to their investments in
the Notes. Neither the Company, nor its subsidiaries, nor its
shareholders will receive any proceeds from the sale of the
borrowed shares.
Morgan Stanley & Co. LLC, Jefferies LLC and
Citigroup Global Markets Inc. are acting as joint book-running
managers for the offering of the Notes. DNB Markets, Inc., Seaport
Global Securities LLC, BTIG, LLC, ABN AMRO Securities (USA) LLC and
ING Financial Markets LLC are acting as co-managers.
The offering of the Notes and the offering of
the Company's common shares are being made by means of separate
prospectus supplements to the prospectus forming a part of the
Company's effective shelf registration statement filed with the
Securities and Exchange Commission (the "SEC") on September 26,
2016 and other related documents. You may obtain these documents
for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplements may
be obtained from Morgan Stanley & Co. LLC, 180 Varick Street,
2nd Floor, New York, New York 10014, Attention: Prospectus
Department; 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, or Citigroup Global Markets Inc. c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, at +1 800 831 9146. Before you invest, you
should read the prospectus supplements and accompanying base
prospectus along with other documents that the Company has filed
with the SEC 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, the
Company's common shares or any other securities, nor will there be
any sale of convertible notes, the Company's 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.
April 19, 2018
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda
Investor and Analyst Contact:
Harald Gurvin, Chief Financial Officer: +47
23114009
André Reppen, Senior Vice President: +47
23114055
Media Contact:
Ole B. Hjertaker, Chief Executive Officer: +47
23114011
About Ship Finance
Ship Finance International Limited (NYSE: SFL)
has a unique track record in the maritime industry, being
consistently profitable and paying dividends every quarter since
2004. The Company's fleet of more than 80 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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