Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
May 13 2019 - 5:14PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228603
P
ROSPECTUS
S
UPPLEMENT
N
o.
1
(
T
O
P
ROSPECTUS
D
ATED
February 20, 2019
)
$40,000,000
NORDIC AMERICAN TANKERS LIMITED
Common Shares
This Prospectus Supplement No. 1 is being filed to correct (i) certain information contained in the
capitalization table found on page S-6, and (ii) a typographical error with the reference to KPMG found in the Experts section on page S-11 of the Prospectus Supplement (“Prospectus Supplement”), dated March 29, 2019, to the Prospectus (“Base
Prospectus”) dated February 20, 2019. We also hereby correct the reference to the date of our report on Form 6-K incorporated by reference into this Prospectus Supplement, which includes management’s discussion and analysis of financial condition
and results of operations and the condensed financial statements of the Company, as of and for the nine-month period ended September 30, 2018, which was referenced as November 29, 2019 but was filed with the Commission on November 29, 2018.
No other changes have been made to the Prospectus Supplement or the accompanying Base Prospectus. The
capitalization table previously excluded from additional paid-in capital the reduction of the Company’s share premium account, of approximately $215.4 million, to zero and the credit of the same amount to the Company’s contributed surplus account
following shareholder approval which was granted at our annual meeting held on December 12, 2017, and an increase to Retained deficit of $1.0 million. The Capitalization section and Experts section are amended and restated as follows:
________________________
CAPITALIZATION
The following table sets forth our capitalization as of September 30, 2018 on a historical basis and
on an as adjusted basis to give effect to:
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•
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the payment on December 7, 2018, of a cash dividend of $0.01 per common share, or an aggregate of approximately $1.4 million, in respect of the third quarter
of 2018 and payment on March 15, 2019, of a cash dividend of $0.04 per common share, or an aggregate of approximately $5.7 million, in respect of the fourth quarter of 2018.
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|
•
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the entry into a new five-year senior secured credit facility in the amount of $306.1 million on February 12, 2019, the net proceeds of $300.0 million were
used to fully repay the outstanding balance on our previous revolving credit facility, and instalments paid of $2.6 million.
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|
•
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the entry into a financing agreement on October 25, 2018 with Ocean Yield in the amount of $43.1 million, in connection with the delivery of our third
newbuilding and instalments paid of $1.0 million.
|
|
•
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and on a further adjusted basis to give effect to this offering.
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There have been no other significant adjustments to our capitalization since September 30, 2018, as
so adjusted.
You should read the adjusted capitalization information below in connection with “Use of Proceeds”
and our financial statements and related notes appearing elsewhere or incorporated by reference in this prospectus.
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September 30,
2018
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|
Dollars in thousands
|
|
Actual
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|
|
As
Adjusted
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|
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As Further
Adjusted
|
|
Debt:
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|
|
|
|
|
|
|
|
Long term debt (1)
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|
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414,372
|
|
|
|
398,738
|
|
|
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398,738
|
|
Current portion of long term debt (2)
Total debt
|
|
|
4,654
419,026
|
|
|
|
22,679
421,417
|
|
|
|
22,679
421,417
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|
Shareholders’ equity:
|
|
|
|
|
|
|
|
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Common shares, $0.01 par value, outstanding actual (141,969,666 shares, including 22,000 treasury shares), as
adjusted (141,969,666 shares including 22,000 treasury shares) and as further adjusted (shares including 22,000 treasury shares) (3)
|
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1,420
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|
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|
1,420
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1,616
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Additional paid-in capital (3) (4)
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123,734
|
|
|
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123,734
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|
|
|
162,083
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Contributed Surplus (5)
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788,300
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|
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781,203
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|
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781,203
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|
Accumulated Other Comprehensive Income
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|
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(1,097
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)
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(1,097
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)
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|
|
(1,097
|
)
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Retained deficit
|
|
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(298,337
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)
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|
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(298,337
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)
|
|
|
(298,337
|
)
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Total shareholders’ equity (5)
|
|
|
614,020
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|
|
|
606,923
|
|
|
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645,468
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Total capitalization
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1,033,046
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|
|
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1,028,340
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|
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1,066,885
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(1)
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Outstanding amounts under our revolving credit facility and Ocean Yield financing arrangement were $337.5 million and $80.8 million as of September 30, 2018,
respectively, presented net of deferred financing cost of $3.9 million.
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(2)
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Current portion of long-term debt, as adjusted, consist of $15.3 million related to the new five-year senior secured credit facility and $7.4 million related
to the Ocean Yield financing arrangements that includes additional $2.4 million in debt related to the delivery of our third newbuilding.
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(3)
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Common shares and additional paid-in capital exclude (i) 1,664,450 common shares that may be issued under our Dividend Reinvestment and Direct Stock Purchase
Plan. Common shares and additional paid-in capital, as further adjusted, includes assumed proceeds of $40.0 million from the offering by issuing an assumed 19.6 million shares with a nominal amount of $0.01 per share at an assumed
offering price of $2.04 per share and the remaining proceeds as an increase to additional paid-in capital.
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(4)
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Additional paid-in capital, as further adjusted, includes estimated fees and expenses of approximately $1.46 million relating to this offering.
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(5)
|
Contributed surplus and total shareholders’ equity, as adjusted, reflect a reduction of $7.1 million related to our payment of our third and fourth quarter
2018 dividend of $0.01 per share and $0.04 per share, respectively.
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_________________________
The consolidated financial statements of Nordic American Tankers Limited and subsidiaries as of
December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2017, have been incorporated
by reference herein in reliance upon the reports of KPMG AS, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report on the effectiveness of internal control over financial reporting as of
December 31, 2017, expresses an opinion that Nordic American Tankers Limited and subsidiaries did not maintain effective internal control over financial reporting as of December 31, 2017 because of the effect of a material weakness on the
achievement of the objectives of the control criteria and contains an explanatory paragraph that states Nordic American Tankers Limited and subsidiaries lacked effective controls to ensure the proper application of Accounting Standards
Codification (''ASC'') 205-40,
Going Concern
.
The consolidated financial statements of Nordic American Offshore Ltd. and subsidiaries as of
December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017, have been incorporated by reference herein in reliance upon the report of KPMG AS, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
________________________
Except as set forth above, the Prospectus Supplement and the Base Prospectus remain unchanged. This Prospectus Supplement No. 1 should be
read in conjunction with the Prospectus Supplement and Base Prospectus.
***********************************
B. RILEY FBR
The date of this Prospectus Supplement No. 1 is May 13, 2019.
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