DHT Holdings, Inc. Announces a $119 Million Transaction of Privately Negotiated Exchanges of Existing Convertible Notes due 2...
August 16 2018 - 9:16AM
HAMILTON, BERMUDA, August 16, 2018 - DHT Holdings, Inc.
(NYSE:DHT) ("DHT," or the "Company") announced today that it has
entered into separate, privately negotiated exchange agreements
with certain holders of its outstanding 4.5% Convertible Senior
Notes due 2019 (the "Existing Notes") to exchange approximately
$67.5 million aggregate principal amount of the Existing Notes for
approximately $74.2 million aggregate principal amount of the
Company's new 4.5% Convertible Senior Notes due 2021 (the "Exchange
Notes" and such transactions, the "Private Exchanges"). The
Company also announced that it has entered into private placement
purchase agreements with investors to issue approximately $44.7
million aggregate principal amount of the Company's new 4.5%
Convertible Senior Notes due 2021 (the "New Notes" and, together
with the Exchange Notes, the "2021 Notes"; such transactions, the
"Private Placement") for gross proceeds of approximately $41.6
million. The Company expects to use the net proceeds of the Private
Placement for general corporate purposes.
Upon the completion of the Private Exchanges and
Private Placement, the aggregate principal amount of 2021 Notes
outstanding would be approximately $119.0 million. The 2021 Notes
will be senior unsecured obligations of the Company and rank pari
passu with all of DHT's other senior unsecured debt, including the
Existing Notes, and senior to all of its present and future
subordinated debt. The 2021 Notes will bear interest at a
rate of 4.5% per annum on the principal amount accruing from August
21, 2018. Interest will be payable semiannually in arrears on
February 15 and August 15 of each year, beginning on February 15,
2019. Interest is computed on the basis of a 360-day year comprised
of twelve 30-day months. The 2021 Notes will mature on August
15, 2021, unless earlier converted, redeemed or repurchased in
accordance with their terms.
The 2021 Notes are convertible at the option of
the holder and may be converted at any time prior to the business
day immediately preceding the maturity date of the 2021 Notes as
specified in the indenture that will govern the 2021 Notes (the
"Indenture"). Upon conversion of the 2021 Notes, holders will
receive shares of the Company's common stock.
The initial conversion price will be $6.2599 per
share of common stock (equivalent to an initial conversion rate of
159.7470 shares of common stock per $1,000 aggregate principal
amount of 2021 Notes), representing a premium of approximately 49%
to the closing price of DHT's common stock on August 15, 2018, and
will be subject to customary anti-dilution adjustments. In
addition, holders who convert their 2021 Notes in connection with a
make whole adjustment event (as defined in the Indenture) or a
redemption occurring prior to the date that is one year before the
maturity date may be entitled to a make-whole adjustment amount in
the form of an increase in the conversion rate for 2021 Notes
converted in connection with such make whole adjustment event or
redemption.
At any time prior to the date that is one year
before the maturity date of the 2021 Notes, if the price of DHT's
common stock has exceeded 130% of the conversion price for at least
20 trading days (whether or not consecutive) in the consecutive
30-day trading period ending on the trading day prior to the date
of mailing of the notice of redemption, DHT has the right at any
time to redeem some or all of the 2021 Notes at a redemption price
of 100% of their principal amount plus accrued and unpaid interest
to, but excluding, the redemption date. At any time during
the year immediately preceding maturity, DHT has the right at any
time to redeem some or all of the 2021 Notes at a redemption price
of 100% of their principal amount plus accrued and unpaid interest
to, but excluding, the redemption date.
Holders of the 2021 Notes will have the right,
at their option, to require the Company to repurchase such holders'
notes if the Company undergoes a fundamental change (as defined in
the Indenture), at a repurchase price equal to 100% of the
principal amount of the 2021 Notes on the fundamental change
purchase date, plus accrued and unpaid interest, if any, to, but
excluding, such purchase date.
The Private Exchanges and the Private Placement
are each expected to close on or about August 21, 2018, subject in
each case to customary closing conditions. The Company anticipates
approximately $38.4 million aggregate principal amount of Existing
Notes will remain outstanding following closing of the Private
Exchanges.
This press release is neither an offer to sell
nor a solicitation of an offer to buy the 2021 Notes, nor shall
there be any sale of the 2021 Notes in any state or jurisdiction in
which such offer, solicitation or sale is unlawful. The 2021 Notes
and the common stock issuable upon conversion of the 2021 Notes
have not been, and will not be, registered under the Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws
of any other jurisdiction and may not be offered or sold absent
registration or an applicable exemption from the registration
requirements under the Securities Act.
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 contains certain
forward-looking statements and information relating to the Company
that are based on beliefs of the Company's management as well as
assumptions, expectations, projections, intentions and beliefs
about future events, in particular regarding the completion of the
Private Exchanges and Private Placement and the use of proceeds of
the Private Placement. 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 the
Company'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 the Company'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. For a detailed discussion of
the risk factors that might cause future results to differ, please
refer to the Company's Annual Report on Form 20-F, filed with the
Securities and Exchange Commission on April 24, 2018. The
Company 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 the Company's actual results could
differ materially from those anticipated in these forward-looking
statements.
Contact Information
Laila C. Halvorsen, CFOPhone: +1 441 299 4981 and +47 984
39 935Email: lch@dhtankers.com
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