As
filed with the Securities and Exchange Commission on August 8, 2008
Registration No.
333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
DHT
MARITIME, INC.
(Exact name of registrant as specified in its
charter)
_______________________
|
Republic
of the Marshall Islands
(State
or other jurisdiction of incorporation or organization)
|
26
New Street
St.
Helier, Jersey JE2 3RA
Channel
Islands
+44
(0) 1534 639759
(Address
and telephone number of
registrant’s
principal executive offices)
|
N/A
(I.R.S.
Employer
Identification
Number)
|
_______________________
CT
Corporation
111
Eighth Avenue
New
York, New York 10011
(212)
550-9100
(Name,
address and telephone
number of
agent for service)
With
copies to:
|
Erik
R. Tavzel, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
|
_______________________
Approximate
date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
_______________________
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please
check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act,
check the following box. o
_______________________
CALCULATION
OF REGISTRATION FEE
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Title
of each class of
securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price per
unit(2)
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Proposed
maximum
aggregate
offering
price(1)(3)
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Amount
of
registration
fee
|
||||
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Common
stock, par value $.01 per share
|
||||||||
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Preferred
stock, par value $.01 per share
|
||||||||
|
Debt
securities
|
||||||||
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Total
|
100%
|
$200,000,000
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$7,860
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(1)
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There
are being registered hereunder such indeterminate number of shares of
common stock, such indeterminate number of shares of preferred stock and
such indeterminate principal amount of debt securities as will have an
aggregate initial offering price not to exceed $200 million, or if any
securities are issued in any foreign currency units, the equivalent
thereof in foreign currencies. This registration statement shall also
cover any additional securities to be offered or issued from stock splits,
stock dividends, recapitalizations or similar transactions. If any debt
securities are issued at an original issue discount, then the offering
price of such debt securities shall be in such greater principal amount as
shall result in a maximum aggregate offering price not to exceed $200
million, less the aggregate dollar amount of all securities previously
issued hereunder. The securities being registered also include such
indeterminate principal amount of debt securities and such indeterminate
number of shares of preferred stock and common stock as may be issued upon
conversion of, or in exchange for, any other debt securities or preferred
shares that provide for conversion or
exchange.
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(2)
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The
proposed maximum aggregate offering price for each class of securities
will be determined from time to time by the registrant in connection with
the issuance by the registrant of the securities registered hereunder and
is not specified as to each class of securities pursuant to General
Instruction II.C. of Form F-3 under the Securities Act of 1933, as
amended.
|
|
(3)
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Estimated
solely for the purposes of calculating the registration fee pursuant to
Rule 457(o) of Regulation C under the Securities Act of 1933, as
amended.
|
_______________________
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
Subject
to Completion.
Preliminary
Prospectus dated August 8, 2008.
Prospectus
$200,000,000
_____________________________________________________________________
Through
this prospectus, we may periodically offer:
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●
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our
common stock;
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●
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our
preferred stock; and
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●
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our
debt securities.
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We may
from time to time offer and sell the securities directly or through agents,
underwriters or broker-dealers at prices and on terms to be determined at the
time of sale. These sales may be made on the New York Stock Exchange or other
national security exchanges on which our common stock is then traded, in the
over-the-counter market or in negotiated transactions. See the section entitled
“Plan of Distribution” on page 12 of this prospectus. To
the extent required, the names of any agent, underwriter or broker-dealer and
applicable commissions or discounts and any other required information with
respect to any particular offer will be set forth in a prospectus supplement,
which will accompany this prospectus. The prices and other terms of the
securities that we will offer will be determined at the time of their offering
and will be described in a prospectus supplement. A prospectus supplement may
also add, update or change information contained in this
prospectus.
Our
common stock is listed on the New York Stock Exchange under the symbol
“DHT.”
Investing
in our securities involves risk. Before buying any securities you should
carefully read the section entitled “Risk Factors” on page 9 of this
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is
,
2008.
______________________
You
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide you with additional or different information. We
are not making an offer of these securities in any jurisdiction or state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover of this
prospectus.
This
prospectus is part of a registration statement we have filed with the Securities
Exchange Commission, or the “Commission,” using a shelf registration process.
Under the shelf registration process, we may, from time to time, sell the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $200 million. This prospectus provides you with a general
description of the securities that may be offered by us. Each time we sell
securities, we are required to provide you with this prospectus, as well as a
prospectus supplement containing specific information about the terms of the
securities being offered. That prospectus supplement may include additional risk
factors or other special considerations applicable to those particular
securities. Any prospectus supplement may also add, update or change information
in this prospectus. If there is any inconsistency between the information
contained in this prospectus and any prospectus supplement, you should rely on
the information contained in that particular prospectus supplement. You should
read both this prospectus and any prospectus supplement, together with all
additional information described in the section entitled “Where You Can Find
Additional Information” on page 34 of this
prospectus.
This
prospectus does not contain all the information provided in the registration
statement we have filed with the Commission. For further information about us or
the securities offered hereby, you should refer to that registration statement,
which you can obtain from the Commission as described in the section entitled
“Where You Can Find Additional Information” on page 34 of this
prospectus.
Before
investing in our securities, you should carefully read this prospectus, any
accompanying prospectus supplement and the documents incorporated by reference
for a more complete understanding of our business and this offering. You should
pay special attention to the section entitled “Risk Factors” on page 9 of this prospectus, as
well as our financial statements and the related notes. Unless we specify
otherwise, all references and data in this prospectus to our “business,” our
“vessels” and our “fleet” refer to the seven vessels comprising our initial
fleet (the “initial vessels”) that we acquired simultaneously with the closing
of our initial public offering, or “IPO,” on October 18, 2005 and the two
Suezmax tankers that we acquired subsequent to our IPO. Unless we specify
otherwise, all references in this prospectus to “we,” “our,” “us” and “our
company” refer to DHT Maritime, Inc. and its subsidiaries. The shipping
industry’s functional currency is the U.S. dollar. All of our revenues and most
of our operating costs are in U.S. dollars. All references in this prospectus to
“$” and “dollars” refer to U.S. dollars.
Our
Company
We
operate a fleet of double hull tankers. Our fleet currently consists of three
very large crude carriers, or “VLCCs,” which are tankers ranging in size from
200,000 to 320,000 deadweight tons, or “dwt,” two Suezmax tankers, or
“Suezmaxes,” which are tankers ranging in size from 130,000 to 170,000 dwt, and
four Aframax tankers, or “Aframaxes,” which are tankers ranging in size from
80,000 to 120,000 dwt. Our fleet principally operates on
international routes and had a combined carrying capacity of 1,659,921 dwt and a
weighted average age of 8.2 years as of June 30, 2008, compared with a weighted
average age of 10.4 years for the world crude tanker fleet.
We
acquired our seven initial vessels from subsidiaries of Overseas Shipholding
Group, Inc., or “OSG,” on October 18, 2005 in exchange for cash and shares of
our common stock and have time chartered these vessels back to certain
subsidiaries of OSG. In addition, on December 4, 2007 and January 28,
2008, we acquired our two Suezmaxes, the Overseas Newcastle and Overseas London,
respectively, in exchange for cash and have bareboat chartered these vessels to
certain subsidiaries of OSG.
Our
strategy is to charter our fleet primarily pursuant to multi-year charters so as
to take advantage of the stable cash flow associated with long-term
charters. In addition, all but one of our charter arrangements
include a profit sharing component that gives us the opportunity to earn
additional hire when vessel earnings exceed the basic hire amounts set forth in
the charters. Six of our seven initial vessels are currently operated
in the Tankers International Pool and the Aframax International Pool and we
expect our potential to earn additional hire will benefit from the higher
utilization rates realized by these pools. In a pooling arrangement,
the net revenues generated by all of the vessels in a pool are aggregated and
distributed to pool members pursuant to a pre-arranged weighting system that
recognizes each vessel’s earnings capacity based on its cargo capacity, speed
and consumption, and actual on-hire performance.
With
effect from October 18, 2005, we time chartered our seven initial vessels to
subsidiaries of OSG for terms ranging from five to six and one-half
years. The two Suezmaxes that we subsequently acquired are bareboat
chartered to subsidiaries of OSG for terms of seven years and ten years,
respectively, commencing on the respective delivery dates of the vessels. Under each of
the time charters for our initial vessels, the charters may be renewed by the
charterer on one or more successive occasions for periods of one, two or three
years, up to an aggregate of five, six or eight years, depending on the
vessel. If a time charter is renewed, the charter terms providing for
profit sharing will remain in effect and the charterer, at the time of exercise,
will have the option to select a basic charter rate that is equal to (i) 5%
above the published one-, two- or three-year time charter rate (corresponding to
the length of the extension period) for the vessel’s class, as decided by a
shipbrokers’ panel, or (ii) the basic hire rate set forth in the applicable
charter. The shipbrokers’ panel will be The Association of
Shipbrokers and Agents Tanker Broker Panel or another panel of brokers mutually
acceptable to us and the charterer. Each of the bareboat charters for
our Suezmaxes does not allow the charterer to extend the charter
period.
We were
incorporated under the laws of the Marshall Islands in April 2005. In
June 2008, we changed our name from “Double Hull Tankers, Inc.” to “DHT
Maritime, Inc.” We maintain our principal executive offices at 26 New
Street, St. Helier, Jersey JE2 3RA, Channel Islands. Our telephone
number at that address is +44 (0) 1534 639759. Our website address is
www.dhtmaritime.com. The
information on our website is not a part of this prospectus.
Our
Fleet
We
purchased our three VLCCs and four Aframaxes from subsidiaries of OSG in
connection with our IPO. Our three VLCCs, due to their large size,
principally operate on long-haul routes from the Middle East or West Africa to
the Far East, Northern Europe, the Caribbean and the U.S. Gulf, trading through
the Tankers International Pool. Although our four Aframaxes are also
designed for global trading, three of our Aframaxes typically trade through the
Aframax International Pool in the Atlantic Basin on shorter-haul routes between
Northern Europe, the Caribbean, the United States and the Mediterranean
Sea. Our fourth Aframax is employed in OSG’s lightering trade,
primarily in the U.S. Gulf. The two Suezmaxes that we recently
acquired principally operate on routes from West Africa to the U.S. Gulf, and in
the Atlantic Basin on routes between Northern Europe, the Caribbean, the United
States and the Mediterranean.
The
following table presents certain information concerning our seven initial
vessels and their associated time charters, each of which commenced on October
18, 2005:
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Vessel
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Type
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Dwt
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Year
Built
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Term
of
Initial
Charter
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Year
2 Basic Charter
Rate(1)
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Term
of Extension Periods
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Maximum
Aggregate Extension
Term
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|||||||
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(years)
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($/day)
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(years)
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(years)
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|||||||||||
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Overseas
Ann
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VLCC
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309,327
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2001
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6½
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37,400
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1,
2 or 3
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8
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|||||||
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Overseas
Chris
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VLCC
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309,285
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2001
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6
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37,400
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1,
2 or 3
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8
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|||||||
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Overseas
Regal
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VLCC
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309,966
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1997
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5½
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37,400
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1,
2 or 3
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6
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|||||||
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Overseas
Cathy
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Aframax
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112,028
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2004
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6¼
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24,700
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1,
2 or 3
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8
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|||||||
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Overseas
Sophie
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Aframax
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112,045
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2003
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5¾
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24,700
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1,
2 or 3
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8
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|||||||
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Overseas
Rebecca
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Aframax
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94,873
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1994
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5
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18,700
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1,
2 or 3
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5
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Overseas
Ania
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Aframax
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94,848
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1994
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5
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18,700
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1,
2 or 3
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5
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________________
(1) Amounts
represent basic hire charter rates, which increase annually by amounts that vary
by vessel class and year.
The
following table presents certain information concerning our two Suezmaxes and
their associated bareboat charters, each of which commenced upon delivery of the
vessels on December 4, 2007 and January 28, 2008, respectively:
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Vessel
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Type
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Dwt
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Year
Built
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Delivery
Date
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Term
of Bareboat
Charter
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|||||
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(years)
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||||||||||
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Overseas
Newcastle
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Suezmax
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164,626
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2001
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Dec.
2007
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7
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|||||
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Overseas
London
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Suezmax
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152,923
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2000
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Jan.
2008
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10
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With
respect to the Overseas
Newcastle, the basic bareboat charter rate is $26,300 per day for the
first three years of the charter term, and is reduced to $25,300 per day for the
last four years of the charter term. In addition to the bareboat
charter rate, we will, through the profit sharing element of the charter
agreement, earn 33% of the vessel’s earnings above the time charter equivalent
rate of $35,000 per day for the first three years of the charter term and above
$34,000 per day for the last four years of the charter term, calculated on a
four quarter rolling average. At the end of the seven year charter
term, OSG has the right to acquire the vessel for $77 million.
With
respect to the Overseas
London, the bareboat charter rate is $26,600 per day for the term of the
charter. There is no profit sharing component to the charter
agreement. OSG has the right to acquire the vessel at the end of the
eighth, ninth and tenth year of the charter term, respectively, at a price of
$71 million, $67 million and $60 million, respectively. If OSG elects
to exercise its purchase option, we will, in addition to the purchase option
price, receive an amount equal to 40% of the difference between the market price
of the vessel at the time the purchase option is exercised and the purchase
option price.
Our
Competitive Strengths
We
believe that we have a number of strengths that provide us with a competitive
advantage in the tanker industry, including:
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A modern, high quality
fleet. As of June 30, 2008, our fleet had a weighted
average age of 8.2 years, compared with a weighted average age for the
world crude tanker fleet of 10.4 years. All of our vessels are
of double-hull construction. We believe that owning and
maintaining a modern, high quality fleet reduces off hire time and
operating costs, improves safety and environmental performance and
provides us with a competitive advantage in securing employment for our
vessels.
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●
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Participation in OSG’s pooling
arrangements. We believe that we benefit from OSG’s
membership in the Tankers International Pool in respect of our three VLCCs
and the Aframax International Pool in respect of three of our four
Aframaxes, and we expect OSG’s subsidiaries to continue to operate such
VLCCs and Aframaxes in these pools. We believe that, over a
longer period of time, our potential to earn additional hire will be
enhanced by the higher utilization rates and lower overhead costs that a
vessel operating inside a pool can achieve compared with a vessel
operating independently outside of a
pool.
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●
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An experienced management
team. Our management team is led by Ole Jacob Diesen,
our chief executive officer, who has over 30 years of experience in the
shipping industry. Mr. Diesen has been an independent corporate
and financial management consultant since 1997 and has extensive
experience in the shipping industry, including advising on a broad range
of shipping transactions such as vessel sales and financings, vessel
charters, pooling and technical management
agreements.
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Our
Strategy
The key
elements of our strategy are to:
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●
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Charter a substantial portion
of our fleet under multi-year, fixed-rate charters that provide for profit
sharing. Currently we have time chartered all of our
VLCCs and Aframaxes to subsidiaries of OSG, one of the world’s largest
bulk-shipping companies, for remaining terms of the initial charter
periods ranging from two and one-quarter to three and three-quarter years
under charters that provide for fixed monthly payments, plus the potential
to earn additional profit sharing payments. We have also
bareboat chartered our two Suezmaxes to subsidiaries of OSG for terms of
seven years and ten years, respectively, which commenced upon delivery of
the vessels in early December 2007 and late January 2008,
respectively. We believe that these long-term charters will
generate stable and predictable cash flow and provide us with the
opportunity to earn significant additional hire as market rates exceed our
basic hire rates for our seven initial vessels and the Overseas
Newcastle.
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|
●
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Fix a substantial portion of
our operating costs under our ship management
agreements. Currently, all of our VLCCs and Aframaxes
are managed by Tanker Management Ltd., referred to herein as “Tanker
Management” or our “technical manager,” which is a wholly owned indirect
subsidiary of OSG, pursuant to ship management agreements that became
effective at the completion of our IPO. Under these ship
management agreements, Tanker Management has assumed all responsibilities
for the technical management of each of our initial vessels and for most
of the operating costs, excluding insurance premiums and vessel
taxes. The fee payable to Tanker Management under these ship
management agreements was initially fixed through October 2007 and
increases by 2.5% per year each year thereafter. Since their
delivery, our two Suezmaxes have been on bareboat charters to subsidiaries
of OSG. Under a bareboat charter arrangement, the charterer is
responsible for paying all operating costs associated with the
vessel. Accordingly, we do not incur any operating costs
associated with these two vessels.
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●
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Strategically expand our
current fleet. We intend to grow our fleet through
timely and selective acquisitions or chartering of additional
vessels. We recently expanded our fleet by acquiring two
Suezmaxes and intend to consider further potential acquisitions of
additional tankers, as well as vessels other than tankers. In
connection with any such acquisitions, we may charter out such vessels
either for multi-year or voyage-based
periods.
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Our
Charters
We have
time chartered our three VLCCs and four Aframaxes to subsidiaries of OSG for
remaining terms of the initial charter periods ranging between two and
one-quarter and three and three-quarter years. We have bareboat
chartered each of our Suezmaxes to subsidiaries of OSG for terms of seven years
and ten years, respectively, which commenced upon delivery of the vessels in
early December 2007 and late January 2008, respectively. The
daily base charter rate for each of our vessels, which we refer to as basic
hire, is payable to us monthly in advance.
With
respect to our seven initial vessels, the charterers and OSG International,
Inc., or “OIN,” the charterers’ parent company, have agreed to pay us, in
addition to the basic hire, an additional payment, quarterly in arrears, which
we refer to as “additional hire.” The additional hire payable, if
any, in respect of any given quarter will be equal to 40% of the average revenue
that our vessels earn, or are deemed to earn, for the charterers during that
quarter (averaged on a rolling four quarter basis) in excess of the basic hire
paid by the charterers to us during that quarter. Revenue is
calculated on an aggregate fleetwide basis, and depends on whether our vessels
are operated in a pool:
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●
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if
a vessel is operated in a pool, revenue earned by that vessel equals the
share of actual pool net earnings allocated to the charterer, as
determined by a formula administered by the pool
manager;
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●
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if
a vessel is operated outside of a
pool:
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●
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for
periods that the charterer subcontracts the vessel under a time charter,
revenue earned by that vessel equals the time charter hire earned by the
charterer, net of specified fees incurred by the charterer;
and
|
|
●
|
for
periods that the charterer does not subcontract the vessel in the time
charter market, revenue deemed to be earned by that vessel is based on
average spot market rates, which are rates for the immediate chartering of
a vessel (usually for a single voyage), determined by a shipbrokers’ panel
for a series of routes commonly served by vessels of the same
class.
|
A pool
constitutes a collection of similar vessels under various ownerships that are
placed for operation under one administrator, which we refer to as the “pool
manager.” The pool manager markets the vessels as a single, cohesive
fleet and collects, or pools, their net earnings prior to distributing them to
the individual owners under a pre-arranged weighting system that recognizes each
vessel’s earnings capacity based on its cargo capacity, speed and consumption,
and actual on-hire performance. Pools offer their participants more
opportunities to enter into multi-legged charters and contracts of
affreightment, which can reduce non-earning days through scheduling
efficiencies.
The three
VLCCs in our fleet currently participate in the Tankers International Pool, in
which OSG and eight other tanker companies participate. As of June
30, 2008, the Tankers International Pool consists of 43 VLCCs and
V Pluses, making it one of the world’s largest VLCC
fleets. Three of the four Aframaxes in our fleet currently
participate in the Aframax International Pool, the world’s second largest
Aframax fleet, which, as of June 30, 2008, operates 40 Aframaxes and has
eight members, including OSG (which is one of the pool managers).
With
respect to the Overseas
Newcastle, one of our Suezmaxes, the charterer has agreed to pay us, in
addition to the basic hire, additional hire equal to 33% of the average revenue
that the vessel earns for the charterer (averaged on a rolling four quarter
basis) in excess of the time charter equivalent rate of $35,000 per day for the
first three years of the charter term and above $34,000 per day for the last
four years of the charter term. We do not receive any additional hire
in respect of the Overseas
London, our other Suezmax.
Technical
Management of Our Fleet
In
connection with each of our VLCCs and Aframaxes, we have entered into ship
management agreements with Tanker Management with effect from October 18, 2005,
which we refer to as the “ship management agreements.” Under the ship
management agreements, Tanker Management is responsible for the technical
management and for most of the operating costs of these vessels, including
crewing, maintenance, ordinary repairs, scheduled drydockings, insurance
deductibles (subject to the limits set forth in the ship management agreements)
and other vessel operating expenses, excluding insurance premiums. In
exchange for these services, we pay Tanker Management a daily fee, which we
refer to as the “technical management fee,” for each vessel under
management. The technical management fee for each vessel is payable
monthly in advance based on the actual number of days in the
month. The fee was initially fixed through October 2007 and increases
by 2.5% per year each year thereafter. Neither us nor Tanker
Management is able to cancel any ship management agreement (as amended) prior to
the third anniversary of the effective date of such agreement (i.e., prior to
October 18, 2008), except for cause. Beginning on the third
anniversary, the ship management agreements (as amended) are cancelable by us or
Tanker Management for any reason at any time upon 90 days’ advance
notice. Each charterer has the right to approve any replacement
manager that we may select. Our two Suezmaxes are on bareboat
charters to subsidiaries of OSG. We do not incur any operating costs
associated with these vessels, since under a bareboat charter arrangement the
charterer is responsible for paying all costs of operating the vessel, including
voyage and vessel expenses.
Dividend
Policy
We intend
to pay quarterly dividends of $0.25 per share to holders of our common stock in
March, June, September and December of each year. Our board of
directors may review and amend our dividend policy from time to time in
accordance with any future growth of our fleet or for other
reasons.
Our
Credit Facility
On
October 18, 2005, we entered into a $401 million secured credit facility with
The Royal Bank of Scotland, or “RBS,” that has a term of ten years, with no
principal amortization for the first five years. This credit facility
initially consisted of a $236 million term loan, a $150 million vessel
acquisition facility and a $15 million working capital facility. The
credit facility is secured by mortgages on all of our vessels, assignments of
earnings and insurances and pledges over our bank accounts. We are
the borrower under the credit facility, and each of our vessel owning
subsidiaries has guaranteed our obligations under the credit
facility.
We
borrowed the entire amount available under the term loan upon the completion of
our IPO to fund a portion of the purchase price for the seven initial vessels
that we acquired from certain subsidiaries of OSG. On November 29,
2007, we amended our credit facility to increase the total commitment thereunder
by $19 million to $420 million. Under the terms of our amended credit
facility, our previous $15 million working capital facility and $150 million
vessel acquisition facility were cancelled and replaced with a new $184 million
vessel acquisition facility, which we have used to fund the entire purchase
price of our two recently acquired Suezmaxes, the Overseas Newcastle and the
Overseas
London.
Following
the above-mentioned increase, our credit facility is repayable with one
installment of $75 million no later than December 31, 2008, and commencing on
January 18, 2011 our credit facility is repayable in 27 quarterly installments
of $9,075,000. A final payment of $99,975,000 will be payable with
the last quarterly installment.
Borrowings
under the initial $236 million term loan bear interest at an annual rate of
LIBOR plus a margin of 0.70%. Borrowings under the vessel acquisition
facility bear interest at an annual rate of LIBOR plus a margin of
0.85%. To reduce our exposure to fluctuations in interest rates, we
entered an interest rate swap on October 18, 2005, pursuant to which we fixed
the interest rate for five years on the full amount of our $236 million term
loan at 5.60%. On October 16, 2007, we entered into an interest rate
swap pursuant to which we fixed the interest rate until January 18, 2013 on an
amount of $100 million at 5.94%. We were required to pay a $1.5
million fee in connection with the arrangement of our credit facility in October
2005 and a commitment fee of 0.3% per annum, which will be payable quarterly in
arrears, on the undrawn portion of the facility. We were required to
pay an arrangement fee of $95,000 in October 2007 in connection with the
increase in our credit facility from $401 million to $420 million.
First
Quarter 2008 Summary Consolidated Financial Statements
The
following sets forth certain information with respect to our results of
operations for the three months ended March 31, 2008. This
summary information is unaudited and reflects any adjustments necessary, in
management’s opinion, for a fair presentation of such information.
Summary
Consolidated Balance Sheets
(unaudited)
|
($
in thousands)
|
March
31, 2008
|
December
31, 2007
|
||||||
|
Current
Assets
|
||||||||
|
Cash
and cash equivalents
|
$
|
22,485
|
$
|
10,365
|
||||
|
Voyage
receivables from OSG
|
2,801
|
1,547
|
||||||
|
Prepaid
expenses
|
698
|
452
|
||||||
|
Prepaid
technical management fee to OSG
|
1,313
|
1,357
|
||||||
|
Total
Current Assets
|
27,297
|
13,721
|
||||||
|
Vessels,
net
|
482,143
|
398,005
|
||||||
|
Other
assets incl. deferred debt issuance cost
|
1,424
|
1,337
|
||||||
|
Vessel
acquisition deposits
|
9,145
|
|||||||
|
Total
Assets
|
$
|
510,864
|
$
|
422,208
|
||||
|
Current
Liabilities
|
||||||||
|
Accounts
payable and accrued expenses
|
$
|
4,976
|
$
|
4,409
|
||||
|
Unrealized
loss on interest rate swap
|
21,944
|
10,218
|
||||||
|
Deferred
shipping revenues
|
7,580
|
7,006
|
||||||
|
Current
portion of long term debt
|
75,000
|
75,000
|
||||||
|
Total
Current Liabilities
|
109,500
|
96,633
|
||||||
|
Long
term debt net of current portion
|
344,000
|
253,700
|
||||||
|
Total
Stockholders equity
|
57,364
|
71,875
|
||||||
|
Total
Liabilities and Stockholders' Equity
|
$
|
510,864
|
$
|
422,208
|
||||
Summary
Consolidated Statements of Operations
(unaudited)
|
Three
months ended
March
31,
|
||||||||
|
($
in thousands except per share amounts)
|
2008
|
2007
|
||||||
|
Shipping
revenues
|
$
|
24,889
|
$
|
20,231
|
||||
|
Vessel
expenses
|
4,713
|
4,775
|
||||||
|
Depreciation
and
amortization
|
6,193
|
4,171
|
||||||
|
General
and
administrative
|
1,001
|
807
|
||||||
|
Total
operating
expenses
|
11,907
|
9,753
|
||||||
|
Income
from vessel
operations
|
12,982
|
10,478
|
||||||
|
Interest
income
|
148
|
220
|
||||||
|
Interest
expense and amortization of deferred debt issuance cost
|
5,505
|
3,492
|
||||||
|
Net
income
|
$ |
7,625
|
$ |
7,206
|
||||
|
Basic
net income per
share
|
$
|
0.25
|
$
|
0.24
|
||||
|
Diluted
net income per
share
|
$
|
0.25
|
$
|
0.24
|
||||
|
Weighted
average number of shares
(basic)
|
30,030,811
|
30,013,954
|
||||||
|
Weighted
average number of shares
(diluted)
|
30,030,811
|
30,027,438
|
||||||
We have
identified a number of risk factors which you should consider before buying the
securities described in this prospectus. These risk factors are
incorporated by reference into this prospectus from our most recent annual
report on Form 20-F filed with the Commission. For further details,
see the section entitled “Where You Can Find Additional Information” on
page 34 of this
prospectus. In addition, you should carefully consider any risks set
forth under the heading “Risk Factors” in the accompanying prospectus supplement
before investing in the securities offered by this prospectus. If the
events discussed in the risk factors referred to above occur, our business,
financial condition, results of operations or cash flows could be materially and
adversely affected. In such a case, the market price of our common
stock could decline and you may lose all or part of your
investment. The risks referred to above are not the only ones that
may exist. Additional risks not currently known by us or risks that
we deem immaterial may also impair our business operations.
Unless we
specify otherwise in any prospectus supplement, we intend to use the net
proceeds from the sale of securities offered by this prospectus for general
corporate purposes, which may include, without limitation, vessel acquisitions,
business acquisitions or other strategic alliances, reduction of outstanding
borrowings, capital expenditures and working capital.
Our
consolidated ratio of earnings to fixed charges for each of the periods
indicated is set forth below. We have derived the ratios of earnings
to fixed charges from our historical consolidated financial
statements. For the 290 days from January 1, 2005 to October 17, 2005
and the years ended December 31, 2004 and 2003, the consolidated financial
statements represent the predecessor combined carve-out financial statements of
the seven subsidiaries of OSG that owned the vessels comprising our initial
fleet. The predecessor combined carve-out financial statements are
not indicative of the results we would have achieved had we operated as an
independent public company for any period presented. The ratios
should be read in conjunction with our consolidated financial statements,
including the notes thereto, and the other financial information included or
incorporated by reference herein.
|
For
the Year Ended
December 31, |
For
the Period
|
For
the Year Ended
December
31,
|
|||||
|
Three
Months Ended
March
31, 2008
|
2007
|
2006
|
Oct.
18 - Dec. 31, 2005
|
Jan.
1 - Oct. 17, 2005
|
2004
|
2003
|
|
|
Ratio
of earnings to fixed
charges |
2.39
|
2.90
|
3.56
|
4.30
|
13.14
|
11.03
|
5.96
|
We have
computed the ratios of earnings to fixed charges set forth above by dividing
earnings by fixed charges. For the purpose of determining the ratio
of earnings to fixed charges, earnings include pre-tax income from continuing
operations plus fixed charges. Fixed charges consist of interest on
all indebtedness.
As of the
date of this prospectus, we have no preference shares outstanding and have not
declared or paid any dividends on preference shares for the periods set forth
above.
The
following table sets forth certain information regarding (i) the owners of
more than 5% of our common stock that we are aware of, and (ii) the total
amount of common stock owned by all of our officers and directors, both
individually and as a group, in each case immediately preceding and after giving
effect to this offering.
|
Shares
of
Common
Stock
Prior
to the Offering
|
Shares
of
Common
Stock
Offered
Hereby
|
Shares
of
Common
Stock
Following
the Offering
|
||||||||||||||||||
|
Name
|
Number
of Shares
|
Percent
|
Number
of Shares
|
Number
of Shares
|
Percent
|
|||||||||||||||
|
Persons
owning more than 5% of a class of our equity securities
|
||||||||||||||||||||
|
Renaissance
Technologies LLC(1)
|
1,754,800
|
5.85
|
0
|
1,754,800
|
5.85
|
|||||||||||||||
|
Directors
|
||||||||||||||||||||
|
Erik
A. Lind(2)
|
12,464
|
*
|
0
|
12,464
|
*
|
|||||||||||||||
|
Randee
Day(2)
|
12,464
|
*
|
0
|
12,464
|
*
|
|||||||||||||||
|
Rolf
A. Wikborg(2)
|
12,464
|
*
|
0
|
12,464
|
*
|
|||||||||||||||
|
Executive
Officers
|
||||||||||||||||||||
|
Ole
Jacob Diesen(3)
|
62,237
|
*
|
0
|
62,237
|
*
|
|||||||||||||||
|
Eirik
Ubøe(4)
|
41,226
|
*
|
0
|
41,226
|
*
|
|||||||||||||||
|
Tom
R. Kjeldsberg(5)
|
21,318
|
*
|
0
|
21,318
|
*
|
|||||||||||||||
|
Directors
and executive officers as a group
(6
persons)(6)
|
162,173
|
*
|
0
|
162,173
|
*
|
|||||||||||||||
________________
|
*
|
Less
than 1%
|
|
(1)
|
Based
on a Schedule 13G filed by Renaissance Technologies LLC with the
Commission on February 13, 2008.
|
|
(2)
|
Includes
9,428 shares of restricted stock subject to vesting
conditions.
|
|
(3)
|
Does
not include 11,574 options with an exercise price of $12 per share and
expiring on October 18, 2015 subject to vesting conditions. Includes
47,087 shares of restricted stock subject to vesting
conditions.
|
|
(4)
|
Does
not include 11,574 options with an exercise price of $12 per share and
expiring on October 18, 2015 subject to vesting conditions. Includes
27,676 shares of restricted stock subject to vesting
conditions.
|
|
(5)
|
Includes
20,316 shares of restricted stock subject to vesting
conditions.
|
|
(6)
|
Includes
123,363 shares of restricted stock subject to vesting
conditions.
|
We may
offer and sell, from time to time, some or all of the securities covered by this
prospectus up to a total of $200 million. Registration of the
securities covered by this prospectus does not mean, however, that those
securities necessarily will be offered or sold.
We may
sell the securities covered by this prospectus from time to time, in one or more
transactions, at market prices prevailing at the time of sale, at prices related
to market prices, at a fixed price or prices subject to change, at varying
prices determined at the time of sale or at negotiated prices, by a variety of
methods, including the following:
|
●
|
on
the New York Stock Exchange or any other national securities exchange or
U.S. inter-dealer system of a registered national securities association
on which our common stock may be listed or quoted at the time of
sale;
|
|
|
●
|
in
the over-the-counter market;
|
|
|
●
|
in
privately negotiated transactions;
|
|
|
●
|
in
an exchange distribution in accordance with the rules of the applicable
exchange;
|
|
|
●
|
as
settlement of short sales entered into after the date of the
prospectus;
|
|
|
●
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
|
|
|
●
|
through
broker-dealers, who may act as agents or principals;
|
|
|
●
|
through
sales “at the market” to or through a market-maker;
|
|
|
●
|
in
a block trade, in which a broker-dealer will attempt to sell a block as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
|
●
|
through
one or more underwriters on a firm commitment or best-efforts
basis;
|
|
|
●
|
directly
to one or more purchasers;
|
|
|
●
|
through
agents;
|
|
|
●
|
in
options transactions;
|
|
|
●
|
over
the internet;
|
|
|
●
|
any
other method permitted pursuant to applicable law; or
|
|
|
●
|
in
any combination of the above.
|
In
effecting sales, brokers or dealers engaged by us may arrange for other brokers
or dealers to participate. Broker-dealer transactions may include:
|
●
|
purchases
of the securities by a broker-dealer as principal and resales of the
securities by the broker-dealer for its account pursuant to this
prospectus;
|
|
|
●
|
ordinary
brokerage transactions; or
|
|
|
●
|
transactions
in which the broker-dealer solicits
purchasers.
|
In
addition, we may sell any securities covered by this prospectus in private
transactions or under Rule 144 of the Securities Act of 1933, as amended, or
“Securities Act,” rather than pursuant to this prospectus.
In
connection with the sale of securities covered by this prospectus,
broker-dealers may receive commissions or other compensation from us in the form
of commissions, discounts or concessions. Broker-dealers may also
receive compensation from purchasers of the securities for whom they act as
agents or to whom they sell as principals or both. Compensation as to
a particular broker-dealer may be in excess of customary commissions or in
amounts to be negotiated. In connection with any underwritten
offering, underwriters may receive compensation in the form of discounts,
concessions or commissions from us or from purchasers of the securities for whom
they act as agents. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Any
underwriters, broker-dealers agents or other persons acting on our behalf that
participate in the distribution of the securities may be deemed to be
“underwriters” within the meaning of the Securities Act, and any profit on the
sale of the securities by them and any discounts, commissions or concessions
received by any of those underwriters, broker-dealers agents or other persons
may be deemed to be underwriting discounts and commissions under the Securities
Act.
In
connection with the distribution of the securities covered by this prospectus or
otherwise, we may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of our
securities in the course of hedging the positions they assume with
us. We may also sell securities short and deliver the securities
offered by this prospectus to close out our short positions. We may
also enter into option or other transactions with broker-dealers or other
financial institutions, which require the delivery to such broker-dealer or
other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant
to this prospectus, as supplemented or amended to reflect such
transaction. We may also from time to time pledge our securities
pursuant to the margin provisions of our customer agreements with our
brokers. Upon our default, the broker may offer and sell such pledged
securities from time to time pursuant to this prospectus, as supplemented or
amended to reflect such transaction.
At any
time a particular offer of the securities covered by this prospectus is made, a
revised prospectus or prospectus supplement, if required, will be distributed
which will set forth the aggregate amount of securities covered by this
prospectus being offered and the terms of the offering, including the name or
names of any underwriters, dealers, brokers or agents, any discounts,
commissions, concessions and other items constituting compensation from us and
any discounts, commissions or concessions allowed or reallowed or paid to
dealers. Such prospectus supplement, and, if necessary, a
post-effective amendment to the registration statement of which this prospectus
is a part, will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the securities
covered by this prospectus. In order to comply with the securities
laws of certain states, if applicable, the securities sold under this prospectus
may only be sold through registered or licensed broker-dealers. In
addition, in some states the securities may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
registration or qualification requirements is available and is complied
with.
In
connection with an underwritten offering, we would execute an underwriting
agreement with an underwriter or underwriters. Unless otherwise
indicated in the revised prospectus or applicable prospectus supplement, such
underwriting agreement would provide that the obligations of the underwriter or
underwriters are subject to certain conditions precedent, and that the
underwriter or underwriters with respect to a sale of the covered securities
will be obligated to purchase all of the covered securities, if any such
securities are purchased. We may grant to the underwriter or
underwriters an option to purchase additional securities at the public offering
price, less any underwriting discount, as may be set forth in the revised
prospectus or applicable prospectus supplement. If we grant any such
option, the terms of that option will be set forth in the revised prospectus or
applicable prospectus supplement.
Pursuant
to a requirement by the Financial Industry Regulatory Authority, or “FINRA,” the
maximum commission or discount to be received by any FINRA member or independent
broker-dealer may not be greater than 8% of the gross proceeds received by us
for the sale of any securities being registered pursuant to SEC Rule 415 under
the Securities Act.
Underwriters,
agents, brokers or dealers may be entitled, pursuant to relevant agreements
entered into with us, to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act that may arise from
any untrue statement or alleged untrue statement of a material fact, or any
omission or alleged omission to state a material fact in this prospectus, any
supplement or amendment hereto, or in the registration statement of which this
prospectus forms a part, or to contribution with respect to payments which the
underwriters, agents, brokers or dealers may be required to make.
We will
bear all costs relating to all of the securities being registered under the
registration statement of which this prospectus is a part.
A
description of our common stock can be found in our Registration Statement on
Form 8-A, filed with the Commission on October 7, 2005.
The
material terms of any series of preferred stock that we offer, together with any
material United States federal income tax considerations relating to such
preferred stock, will be described in a prospectus supplement.
Our
amended and restated articles of incorporation authorize our board of directors
to establish one or more series of preferred stock and to determine the terms of
and rights attaching to such preferred stock, including with respect to, among
other things, dividends, conversion, voting, redemption, liquidation,
designation and the number of shares constituting any such
series. The issuance of shares of preferred stock may have the effect
of discouraging, delaying or preventing a change of control of us or the removal
of our management. The issuance of shares of preferred stock with
voting and conversion rights may adversely affect the voting power of the
holders of shares of our common stock.
We may
offer unsecured general obligations or secured obligations, which may be senior
(the “senior debt securities”) or subordinated (the “subordinated debt
securities”). The senior debt securities and subordinated debt
securities are together referred to in this prospectus as the “debt
securities.” Any debt securities offered pursuant to this prospectus
may be convertible debt securities. The debt securities may be issued
from time to time in one or more series, under one or more indentures, the form
of which is attached as an exhibit to the registration statement of which this
prospectus forms a part, each dated as of a date on or prior to the issuance of
the debt securities to which it relates. If we issue subordinated
debt securities, the terms and provisions of those securities will be set forth
in a supplemental indenture. When we refer to an “indenture” in this
prospectus, we are referring to the applicable indenture entered into between us
and the trustee to be named in such indenture, as supplemented by any
supplemental indenture. The indentures will be filed either as
exhibits to an amendment to the registration statement of which this prospectus
forms a part or a prospectus supplement, or as exhibits to reports filed under
the Securities Exchange Act of 1934, as amended, or “Exchange Act,” that will be
incorporated by reference into the registration statement of which this
prospectus forms a part or a prospectus supplement. Each indenture
will be subject to and governed by the Trust Indenture Act of 1939, or “Trust
Indenture Act.” If we issue any subordinated debt securities, the
description of those securities and the subordinated indenture will be set forth
in the related prospectus supplement.
The
following description of the terms of the debt securities sets forth certain
general terms and provisions. The statements below are not complete
and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the applicable indenture and any applicable U.S. federal
income tax consideration, as well as any applicable modifications of, or
additions to, the general terms of the debt securities described below, which
modifications and additions may be contained in the applicable prospectus
supplement or supplemental indenture. Accordingly, for a complete
description of the terms of a particular issue of debt securities, the general
description of the debt securities set forth below should be read in conjunction
with the applicable prospectus supplement and indenture, as amended or
supplemented from time to time.
General
The
indenture will not limit the aggregate principal amount of debt securities which
may be issued. The debt securities may be issued in one or more
series. Unless otherwise provided in a prospectus supplement, the
senior debt securities will have the same rank as all our other unsubordinated
indebtedness. Each series of subordinated debt securities may be
senior or junior to, or rank pari passu with, our other
subordinated obligations and will be entitled to payment only after payment on
our senior indebtedness.
If we
decide to issue any debt securities pursuant to this prospectus, we will
describe in a prospectus supplement the terms of the debt securities being
offered, including the following:
|
●
|
the
title, aggregate principal amount and authorized
denominations;
|
|
|
●
|
the
issue price, expressed as a percentage of the aggregate principal
amount;
|
|
|
●
|
the
maturity date;
|
|
|
●
|
the
interest rate or the method for determining the interest rate, if
any;
|
|
|
●
|
if
the offered debt securities provide for interest payments, the date from
which interest will accrue, the dates on which interest will be payable,
the date on which payment of interest will commence and the regular record
dates for interest payment dates;
|
|
|
●
|
whether
or not the debt securities will be secured or unsecured, and the terms of
any secured debt;
|
|
|
●
|
any
optional or mandatory sinking fund provisions or conversion or
exchangeability provisions;
|
|
|
●
|
the
date, if any, after which and the price or prices at which the offered
debt securities may be optionally redeemed or must be mandatorily
redeemed, and any other terms and provisions of optional or mandatory
redemptions;
|
|
|
●
|
the
denominations in which offered debt securities of the series will be
issuable;
|
|
|
●
|
if
other than the full principal amount, the portion of the principal amount
of offered debt securities of the series which will be payable upon
acceleration or provable in bankruptcy;
|
|
|
●
|
any
events of default not set forth in this prospectus;
|
|
|
●
|
the
currency or currencies, including composite currencies, in which
principal, premium and interest will be payable, if other than the
currency of the United States of America;
|
|
|
●
|
if
principal, premium or interest is payable, at our election or at the
election of any holder, in a currency other than that in which the offered
debt securities of the series are stated to be payable, the period or
periods within which, and the terms and conditions upon which, the
election may be made;
|
|
|
●
|
whether
interest will be payable in cash or additional securities at our or the
holder’s option and the terms and conditions upon which such election may
be made;
|
|
●
|
if
denominated in a currency or currencies other than the currency of the
United States of America, the equivalent price in the currency of the
United States of America for purposes of determining the voting rights of
holders of those debt securities under the applicable
indenture;
|
|
|
●
|
if
the amount of payments of principal, premium or interest may be determined
with reference to an index, formula or other method based on a coin or
currency other than that in which the offered debt securities of the
series are stated to be payable, the manner in which the amounts will be
determined;
|
|
|
●
|
whether
the indenture will provide for any covenants, including covenants
restricting our ability to pay dividends or incur additional
indebtedness;
|
|
|
●
|
whether
the offered debt securities will be issued in the form of global
securities or certificates in registered or bearer form;
|
|
|
●
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the
identity of the depository for global securities;
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the
terms of the subordination of any series of subordinated
debt;
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any
listing on any securities exchange or quotation system;
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additional
provisions, if any, related to defeasance and discharge of the offered
debt securities;
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whether
payments on the offered debt securities will be made without withholding
or deduction for any taxes or other governmental charges in effect on the
date of issuance of the debt securities or imposed in the
future;
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the
amount of discount or premium, if any, with which such debt securities
will be issued;
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a
discussion of any material United States federal income tax considerations
applicable to the debt securities; and
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additional
terms, preferences, rights or limitations of, or restrictions on, the debt
securities.
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Some or
all of the debt securities may be issued as discounted debt securities, bearing
no interest or interest at a rate which at the time of issuance is below market
rates, to be sold at a substantial discount below the stated principal
amount. One or more series of debt securities may be variable rate
debt securities that may be exchanged for fixed rate
securities. United States federal income tax consequences and other
special considerations applicable to any such securities will be described in
the applicable prospectus supplement.
We expect
most debt securities to be issued in fully registered form without coupons, in
denominations of $1,000 and any integral multiple thereof. Subject to
the limitations provided in the indenture and in the prospectus supplement, the
debt securities may be transferred or exchanged at the principal corporate trust
office of the applicable trustee. No service charge will be made for
any transfer or exchange of the debt securities, but we may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection with these debt securities.
Global
Securities
We expect
that the following provisions will generally apply to depository arrangements
for any portion of a series of debt securities to be represented by a global
security. Any additional or different terms of the depository
arrangement will be described in the applicable prospectus
supplement.
The debt
securities of a series may be issued in whole or in part in the form of one or
more global securities that will be deposited with, or on behalf of, a
depository identified in the applicable prospectus supplement and registered in
the name of the depository or a nominee for the depository. In such a
case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or
in part for the individual debt securities in definitive certificated form, a
global security may not be transferred except as a whole by the depository for
such global security to a nominee of such depository, or by a nominee of such
depository to such depository or another nominee of such depository, or by such
depository or any such nominee to a successor of such depository or a nominee of
such successor, and except in the circumstances described in the applicable
prospectus supplement.
Upon the
issuance of any global security, and the deposit of such global security with or
on behalf of the depository for such global security, the depository will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the individual debt securities represented by such global
security to the accounts of institutions that have accounts with such depository
or its nominee. The accounts to be credited will be designated by the
underwriters or agents engaging in the distribution of the debt securities or by
us if the debt securities are offered and sold directly by
us. Ownership of beneficial interests in a global security will be
limited to participating institutions or persons that may hold interests through
such participating institutions. Ownership of beneficial interests by
participating institutions in a global security will be shown on, and the
transfer of such beneficial interests will be effected only through, records
maintained by the depository for such global security or by its
nominee. Ownership of beneficial interests in a global security by
persons that hold such interests through participating institutions will be
shown on, and the transfer of such beneficial interests within the participating
institutions will be effected only through, records maintained by those
participating institutions. The laws of some jurisdictions may
require that purchasers of securities take physical delivery of such securities
in certificated form. Such limitations and laws may impair the ability to
transfer beneficial interests in a global security.
So long
as the depository for a global security, or its nominee, is the registered owner
of such global security, such depository or its nominee, as the case may be,
will be considered the sole owner or holder of the debt securities represented
by such global security for all purposes under the applicable
indenture. Except as otherwise provided in the applicable indenture
and prospectus supplement, and except as specified below, owners of beneficial
interests in a global security will not be entitled to have debt securities of
the series represented by such global security registered in their names, will
not receive or be entitled to receive physical delivery of any debt securities
of such series in certificated form and will not be considered the owners or
holders thereof for any purposes under the indenture. Accordingly,
each person owning a beneficial interest in a global security must rely on the
procedures of the depository and, if such person is not a participating
institution, on the procedures of the participating institution through which
such person owns its interest, to exercise any rights of a holder under the
indenture.
The
depository may grant proxies and otherwise authorize participating institutions
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a holder is entitled to give or take under the
applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial
interest in a global security desires to give any notice or take any action a
holder is entitled to give or take under the applicable indenture, the
depository would authorize the participating institutions to give the notice or
take the action, and participating institutions would authorize beneficial
owners owning through such participating institutions to give the notice or take
the action or would otherwise act upon the instructions of beneficial owners
owning through them.
Unless
otherwise provided in the applicable prospectus supplement, payments of
principal, premium and interest on individual debt securities represented by a
global security registered in the name of a depository or its nominee will be
made by us to such depository or its nominee, as the case may be, as the
registered owner of such global security.
We expect
that the depository for any debt securities represented by a global security, or
its nominee, upon receipt of any payment of principal, premium or interest, will
credit participating institutions’ accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such global security as shown on the records of the depository or its
nominee. We also expect that payments by participating institutions
to owners of beneficial interests in a global security held through such
participating institutions will be governed by standing instructions and
customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in “street
names.” Such payments will be the responsibility of such
participating institutions. None of us, the trustee for the debt
securities or any agent of ours or the trustees will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial interests in a global security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
Unless
otherwise specified in the applicable prospectus supplement or indenture, a
global security of any series will be exchangeable for certificated debt
securities of the same series only if:
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the
depository for such global securities notifies us that it is unwilling or
unable to continue as depository or such depository ceases to be a
clearing agency registered under the Exchange Act and, in either case, a
successor depository is not appointed by us within 90 days of such
event;
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we
in our sole discretion determine that the global security shall be
exchangeable for certificated debt securities; or
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there
shall have occurred and be continuing an event of default under the
applicable indenture with respect to the debt securities of that
series.
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If
definitive debt securities are issued, an owner of a beneficial interest in the
global security will be entitled to physical delivery of individual debt
securities in certificated form of the series represented by that global
security equal in principal amount to their beneficial interest, and to have the
debt securities in certificated form registered in their name.
Covenants
The
covenants, if any, that will apply to a particular series of debt securities
will be set forth in the indenture relating to such series of debt securities
and described in a prospectus supplement. These covenants may limit
or restrict, among other things:
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the
ability of us or our subsidiaries to incur either secured or unsecured
debt, or both;
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the
ability to make certain payments, dividends, redemptions or
repurchases;
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our
ability to create dividend and other payment restrictions affecting our
subsidiaries;
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our
ability to make investments;
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mergers
and consolidations by us or our subsidiaries;
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sales
of assets by us;
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our
ability to enter into transactions with affiliates;
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our
ability to incur liens; and
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sale
and leaseback transactions.
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You
should carefully read the applicable prospectus supplement and indenture for a
description of the specific covenants applicable to the series of debt
securities being offered.
Modification
of the Indentures
Modifications
and amendments of the indenture as it applies to a series of debt securities may
be made without notice to any holder but with the written consent of the holders
of a majority in principal amount of the then outstanding debt securities of
such series.
However,
no such modification or amendment may, without the consent of the holder of each
outstanding debt security affected thereby:
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reduce
the principal amount of debt securities whose holders must consent to an
amendment, modification, supplement or waiver;
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reduce
the rate of or extend the time of payment for interest on any debt
security;
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reduce
the principal amount or extend the stated maturity of any debt
security;
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reduce
the amount payable upon the redemption of any debt security or add
redemption provisions to any debt security;
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make
any debt security payable in money other than that stated in the indenture
or the debt security; or
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impair
the right to institute suit for the enforcement of any payment with
respect to the debt securities.
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Without
the consent of any holder, we and the trustee may amend or supplement the
indenture to surrender any right or power conferred upon us by the indenture, to
add further covenants, restrictions, conditions or provisions for the protection
of holders, to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor of our obligations under the indenture as
permitted thereunder, to provide for the issuance of additional debt securities
in accordance with the limitations set forth in the indenture or to make any
other change that does not adversely affect the rights of any
holder.
Events
of Default
Each of
the following constitutes an event of default with respect to a series of debt
securities:
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our
failure to pay interest (including additional interest, if applicable) on
any debt securities within 30 days of when such amount becomes due and
payable;
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default
in any payment of principal amount or redemption price with respect to any
debt security when such amount becomes due and payable;
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default
in the performance of any applicable covenant or agreement with respect to
the debt securities or the applicable indenture which continues for 60
days after we receive notice of such default;
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default
under any debt for money borrowed by us or any subsidiary that results in
acceleration of the maturity of such debt, or failure to pay any such debt
at maturity, in an aggregate amount in excess of a minimum amount set
forth in the applicable indenture, without such debt having been
discharged or acceleration having been rescinded or annulled within 10
days after we receive notice of such default;
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any
judgment or judgments for the payment of money (to the extent not insured
by a reputable and creditworthy insurer that has not contested coverage
with respect to the underlying claim) in an aggregate amount in excess of
a minimum amount set forth in the applicable indenture that shall be
rendered against us or any subsidiary and that shall not be waived,
satisfied or discharged for any period of 60 consecutive days during which
a stay of enforcement shall not be in effect; and
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certain
events of bankruptcy, insolvency or reorganization affecting us or any of
our significant subsidiaries.
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There may
be such other or different events of default as described in the applicable
prospectus supplement and indenture with respect to any class or series of
offered debt securities.
A default
under the third bullet point above is not an event of default until the trustee
or the holders of not less than 25% in aggregate principal amount of the debt
securities of such series then outstanding notify us of the default and we do
not cure such default within the time specified after receipt of such
notice. Such notice must specify the default, demand that it be
remedied and state that such notice is a “Notice of Default.”
We will
deliver to the trustee, within 30 days after the occurrence thereof,
written notice in the form of an officers’ certificate of any event that with
the giving of notice or the lapse of time or both would become an event of
default, its status and what action we are taking or propose to take with
respect thereto.
If an
event of default (other than an event of default resulting from certain events
involving bankruptcy, insolvency or reorganization with respect to us) shall
have occurred and be continuing, the trustee or the registered holders of not
less than 25% in aggregate principal amount of the debt securities of such
series then outstanding may declare, by notice to us in writing (and to the
trustee, if given by holders of such debt securities) specifying the event of
default, to be immediately due and payable the principal amount of all the debt
securities in such series then outstanding, plus accrued but unpaid interest to
the date of acceleration. In case an event of default resulting from
certain events of bankruptcy, insolvency or reorganization with respect to us
shall occur, such amount with respect to all the debt securities shall be due
and payable immediately without any declaration or other act on the part of the
trustee or the holders of the debt securities. After any such
acceleration, but before a judgment or decree based on acceleration is obtained
by the trustee, the registered holders of a majority in aggregate principal
amount of the debt securities of such series then outstanding may, under certain
circumstances, rescind and annul such acceleration and waive such event of
default if all events of default, other than the nonpayment of accelerated
principal, premium or interest, have been cured or waived as provided in the
indenture.
In
addition, the holders of at least a majority in principal amount of the then
outstanding debt securities of a series may waive an existing default and its
consequences under the indenture, except a default in the payment of principal
or interest and in respect of certain covenants and provisions of the indenture
which cannot be amended without the consent of the holder of each outstanding
debt security in a series.
Subject
to the provisions of the indenture relating to the duties of the trustee, in
case an event of default shall occur and be continuing, the trustee will be
under no obligation to exercise any of its rights or powers under the indenture
at the request or direction of any of the holders of the debt securities, unless
such holders shall have offered to the trustee indemnity or security reasonably
satisfactory to it against any loss, liability or expense. Subject to
such provisions for the indemnification of the trustee, the holders of a
majority in aggregate principal amount of the debt securities then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities.
No holder
of debt securities will have any right to institute any proceeding with respect
to the indenture, or for the appointment of a receiver or trustee, or for any
remedy thereunder, unless:
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such
holder has previously given to the trustee written notice of a continuing
event of default;
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the
registered holders of at least 25% in aggregate principal amount of the
debt securities of such series then outstanding have made a written
request and offered indemnity to the trustee reasonably satisfactory to it
to institute such proceeding as trustee; and
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the
trustee shall not have received from the registered holders of a majority
in aggregate principal amount of the debt securities of such series then
outstanding a direction inconsistent with such request and shall have
failed to institute such proceeding within 60
days.
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However,
such limitations do not apply to a suit instituted by a holder of any debt
security for enforcement of payment of the principal of, and premium, if any, or
interest on, such debt security on or after the respective due dates expressed
in such debt security.
If a
default with respect to the debt securities occurs and is continuing and is
known to the trustee, the trustee must mail to each holder notice of the default
within 90 days after it occurs. The trustee may withhold the
notice if and so long as a committee of its trust officers in good faith
determines that withholding notice is in the interest of the holders of the debt
securities.
We are
required to furnish to the trustee, within 120 days after the end of each
fiscal year, a statement of an officer regarding compliance with the
indenture. Within 30 days after the occurrence of any default or
event of default, we are required to deliver to the trustee written notice in
the form of an officer’s certificate a statement specifying our status and what
actions we are taking or propose to take with respect thereto.
Defeasance
and Discharge
We may
terminate at any time all our obligations with respect to any series of debt
securities and the applicable indenture, which we refer to in this prospectus as
“legal defeasance,” except for certain obligations, including those respecting
the defeasance trust, to replace mutilated, destroyed, lost or stolen debt
securities and to maintain a registrar and paying agent in respect of the debt
securities. In addition, we may also terminate at any time our
obligations with respect to any series of debt securities with respect to
certain covenants that are described in the applicable indenture, which we refer
to in this prospectus as “covenant defeasance,” except for certain covenants,
including the covenant to make payments in respect of the principal, premium, if
any, and interest on the debt securities. In the event covenant
defeasance occurs, certain events (not including nonpayment, bankruptcy,
receivership, reorganization and insolvency events) described under “—Events of
Default” will no longer constitute events of default with respect to the debt
securities. We may exercise the legal defeasance option
notwithstanding our prior exercise of the covenant defeasance
option.
If we
exercise our legal defeasance option with respect to a series of debt
securities, payment of such debt securities may not be accelerated because of an
event of default with respect thereto. If we exercise the covenant
defeasance option with respect to a series of debt securities, payment of such
debt securities may not be accelerated because of an event of default specified
in the third bullet point under “—Events of Default.”
The legal
defeasance option or the covenant defeasance option with respect to a series of
debt securities may be exercised only if:
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we
irrevocably deposit in trust with the trustee money or U.S. Government
obligations or a combination thereof for the payment of principal of and
interest on such debt securities to maturity;
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we
deliver to the trustee a certificate from a nationally recognized firm of
independent registered public accountants expressing their opinion that
the payments of principal and interest when due on the deposited U.S.
Government obligations plus any deposited money without investment will
provide cash at such times and in such amounts as will be sufficient to
pay principal and interest when due on all the debt securities to
maturity;
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123 days
pass after the deposit is made and during the 123-day period no default
described in the sixth bullet point under “—Events of Default” occurs with
respect to us or any other person making such deposit which is continuing
at the end of the period;
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no
default or event of default has occurred and is continuing on the date of
such deposit;
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such
deposit does not constitute a default under any other agreement or
instrument binding us;
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we
deliver to the trustee an opinion of counsel to the effect that the trust
resulting from the deposit does not require registration under the
Investment Company Act of 1940;
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in
the case of the legal defeasance option, we deliver to the trustee an
opinion of counsel stating that:
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we
have received from the IRS a ruling; or
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since
the date of the indenture there has been a change in the applicable U.S.
Federal income tax law, to the effect, in either case, that, and based
thereon such opinion of counsel shall confirm that, the holders of such
debt securities will not recognize income, gain or loss for U.S. Federal
income tax purposes as a result of such defeasance and will be subject to
U.S. Federal income tax on the same amounts, in the same manner and at the
same time as would have been the case if such defeasance had not
occurred;
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in
the case of the covenant defeasance option, we deliver to the trustee an
opinion of counsel to the effect that the holders of such debt securities
will not recognize income, gain or loss for U.S. Federal income tax
purposes as a result of such covenant defeasance and will be subject to
U.S. Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred; and
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we
deliver to the trustee an officers’ certificate and an opinion of counsel,
each stating that all conditions precedent to the defeasance and discharge
of such debt securities have been complied with as required by the
indenture.
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A
prospectus supplement will further describe the provisions, if any, of any
particular series of offered debt securities permitting a discharge
defeasance.
Discharge
of the Indenture
When
(i) we deliver to the trustee all outstanding debt securities of a series
(other than debt securities replaced because of mutilation, loss, destruction or
wrongful taking) for cancellation or (ii) all outstanding debt securities
of a series have become due and payable, whether at maturity or as a result of
the mailing of a notice of redemption, and we irrevocably deposit with the
trustee funds sufficient to pay at maturity or upon redemption all outstanding
debt securities of a series, including interest thereon, and if in either case
we pay all other sums related to such debt securities payable under the
indenture by us, then the indenture shall, subject to certain surviving
provisions, cease to be of further effect as to all outstanding debt securities
of such series. The trustee shall acknowledge satisfaction and
discharge of the indenture with respect to such series of debt securities on our
demand accompanied by an officers’ certificate and an opinion of
counsel.
Regarding
the Trustee
Except
during the continuance of an event of default, the trustee will perform only
such duties as are specifically set forth in the indenture. During the existence
of an event of default, the trustee will exercise such rights and powers vested
in it under the indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise under the circumstances in the
conduct of such person’s own affairs.
The
indenture and provisions of the Trust Indenture Act that are incorporated by
reference therein contain limitations on the rights of the trustee, should it
become one of our creditors, to obtain payment of claims in certain cases or to
realize on certain property received by it in respect of any such claim as
security or otherwise. The trustee is permitted to engage in other
transactions with us or any of our affiliates; provided, however, that if it
acquires any conflicting interest (as defined in the indenture or in the Trust
Indenture Act), it must eliminate such conflict or resign.
No
Recourse
None of
our directors, officers, employees, stockholders or affiliates, as such, will
have any liability for any of our obligations under the debt securities or the
indenture. Each holder will waive and release all such liability
subject to any liability imposed by the Securities Act or the Trust Indenture
Act.
Provisions
Applicable Only To Subordinated Debt Securities
As set
forth in a prospectus supplement, the subordinated debt securities may be senior
or junior to, or rank pari
passu with, our other subordinated obligations and will be subordinated
to all of our existing and future senior indebtedness, as may be defined in the
applicable prospectus supplement.
The
consolidated financial statements of DHT Maritime, Inc. (formerly Double Hull
Tankers, Inc.) and its predecessor OSG Crude appearing in DHT Maritime, Inc.’s
Annual Report on Form 20-F for the year ended December 31, 2007 and
the effectiveness of DHT Maritime, Inc.’s internal control over financial
reporting as of December 31, 2007 have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth in their
reports thereon, included therein, and incorporated herein by reference in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
The
validity of the securities offered by this prospectus and certain other matters
relating to Marshall Islands law will be passed upon for us by Reeder &
Simpson P.C. Certain other legal matters relating to United States
law will be passed upon for us by Cravath, Swaine & Moore LLP, New York, New
York.
DHT
Maritime, Inc. is a Marshall Islands corporation and our principal
executive offices are located outside the United States in Jersey, the Channel
Islands. A majority of our directors and officers reside outside the
United States. In addition, a substantial portion of our assets and the assets
of our directors and officers are located outside the United
States. As a result, you may have difficulty serving legal process
within the United States upon us or any of these persons. You may
also have difficulty enforcing, both in and outside the United States, judgments
you may obtain in United States courts against us or these persons in any
action, including actions based upon the civil liability provisions of United
States federal or state securities laws. Furthermore, it is uncertain
whether the courts of the Marshall Islands would enter judgments in original
actions brought in those courts predicated on United States federal or state
securities laws.
The
following is a discussion of the material Marshall Islands and United States
federal income tax considerations relevant to an investment decision by a
“United States Holder,” as defined below, with respect to the acquisition,
ownership and disposition of our common stock. This discussion does
not purport to deal with the tax consequences of owning common stock to all
categories of investors, some of which (such as financial institutions,
regulated investment companies, real estate investment trusts, tax-exempt
organizations, insurance companies, persons holding our common stock as part of
a hedging, integrated, conversion or constructive sale transaction or a
straddle, traders in securities that have elected the mark-to-market method of
accounting for their securities, persons liable for alternative minimum tax,
persons who are investors in pass-through entities, dealers in securities or
currencies and investors whose functional currency is not the United States
dollar) may be subject to special rules.
WE
RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX
CONSEQUENCES ARISING IN YOUR OWN PARTICULAR SITUATION UNDER UNITED STATES
FEDERAL, STATE, LOCAL OR FOREIGN LAW OF THE OWNERSHIP OF COMMON
STOCK.
Marshall
Islands Tax Considerations
The
following are the material Marshall Islands tax consequences of our activities
to us and stockholders of our common stock. We are incorporated in
the Marshall Islands. Under current Marshall Islands law, we are not
subject to tax on income or capital gains, and no Marshall Islands withholding
tax will be imposed upon payments of dividends by us to our
stockholders.
United
States Federal Income Tax Considerations
This
discussion is based on the Internal Revenue Code of 1986, as amended (the
“Code”), Treasury regulations issued thereunder, published administrative
interpretations of the Internal Revenue Service, or “IRS,” and judicial
decisions as of the date hereof, all of which are subject to change at any time,
possibly on a retroactive basis.
Taxation
of Operating Income: In General
Our
subsidiaries have elected to be treated as disregarded entities for U.S. federal
income tax purposes. As a result, for purposes of the discussion
below, our subsidiaries are treated as branches of us rather than as separate
corporations.
Unless
exempt from United States federal income taxation under the rules contained in
Section 883 of the Code (discussed below), a foreign corporation is subject
to United States federal income taxation on its shipping income that is treated
as derived from sources within the United States, referred to as “United States
source shipping income.” For these purposes “shipping income” means
any income that is derived from the use of vessels, from the hiring or leasing
of vessels for use on a time, voyage or bareboat charter basis, from the
participation in a pool, partnership, strategic alliance, joint operating
agreement, code sharing arrangement or other joint venture it directly or
indirectly owns or participates in that generates such income, or from the
performance of services directly related to those uses. For tax
purposes, United States source shipping income includes (i) 50% of shipping
income that is attributable to transportation that begins or ends, but that does
not both begin and end, in the United States and (ii) 100% of shipping
income that is attributable to transportation that both begins and ends in the
United States.
Shipping
income attributable to transportation exclusively between non-United States
ports will be considered to be 100% derived from sources outside the United
States. Shipping income derived from sources outside the United
States will not be subject to any United States federal income tax.
In the
absence of exemption from tax under Section 883, our gross United States
source shipping income would be subject to a 4% tax imposed without allowance
for deductions as described below. We have not, nor do we believe we
will, engage in transportation that produces income which is considered to be
100% from sources within the United States.
Exemption
of operating income from United States federal income taxation
Under
Section 883 of the Code and the regulations thereunder, we will be exempt
from United States federal income taxation on its United States source shipping
income if:
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we
are organized in a foreign country (the “country of organization”) that
grants an “equivalent exemption” to corporations organized in the United
States; and
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either:
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(A) more
than 50% of the value of our stock is owned, directly or indirectly, by
individuals who are “residents” of our country of organization or of
another foreign country that grants an “equivalent exemption” to
corporations organized in the United States, referred to as the “50%
Ownership Test,” or
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| (B) our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, referred to as the “Publicly-Traded Test.” |
The
Marshall Islands, the jurisdiction where we and our ship-owning subsidiaries are
incorporated, grants an “equivalent exemption” to United States
corporations. Therefore, we will be exempt from United States federal
income taxation with respect to our United States source shipping income if
either the 50% Ownership Test or the Publicly-Traded Test is met. As
a result of the IPO, it is difficult to satisfy the 50% Ownership Test due to
the widely-held ownership of our stock.
As to the
Publicly-Traded Test, the regulations under Code Section 883 provide, in
pertinent part, that stock of a foreign corporation will be considered to be
“primarily traded” on an established securities market in a country if the
number of shares of each class of stock that is traded during any taxable year
on all established securities markets in that country exceeds the number of
shares in each such class that is traded during that year on established
securities markets in any other single country. We believe that our
common stock, which is, and will continue to be, the sole class of our issued
and outstanding stock, is , and will continue to be, “primarily traded” on the
New York Stock Exchange, which is an established securities market for these
purposes.
The
Publicly-Traded Test also requires our common stock be “regularly traded” on an
established securities market. Under the regulations, our common
stock is considered to be “regularly traded” on an established securities market
if one or more classes of our stock representing more than 50% of our
outstanding shares, by both total combined voting power of all classes of stock
entitled to vote and total value, are listed on the market, referred to as the
“listing threshold.” The regulations further require that with
respect to each class of stock relied upon to meet the listing threshold,
(i) such class of stock is traded on the market, other than in minimal
quantities, on at least 60 days during the taxable year or 1/6 of the
days in a short taxable year; and (ii) the aggregate number of shares of
such class of stock traded on such market during the taxable year is at least
10% of the average number of shares of such class of stock outstanding during
such year (as appropriately adjusted in the case of a short taxable
year). We believe we satisfy, and will continue to satisfy, the
trading frequency and trading volume tests. However, even if we do
not satisfy both tests, the regulations provide that the trading frequency and
trading volume tests will be deemed satisfied if our common stock is traded on
an established market in the United States and such stock is regularly quoted by
dealers making a market in such stock. We believe this is and will
continue to be the case.
Notwithstanding
the foregoing, a class of our stock will not be considered to be “regularly
traded” on an established securities market for any taxable year in which 50% or
more of the vote and value of the outstanding shares of such class are owned,
actually or constructively under certain stock attribution rules, on more than
half the days during the taxable year by persons who each own 5% or more of the
value of such class of our outstanding stock, referred to as the “5 Percent
Override Rule.”
In order
to determine the persons who actually or constructively own 5% or more of our
stock, or “5% Stockholders,” we are permitted to rely on those persons that are
identified on Schedule 13G and Schedule 13D filings with the
Commission as having a 5% or more beneficial interest in our common
stock. In addition, an
investment
company identified on a Schedule 13G or Schedule 13D filing which is
registered under the Investment Company Act of 1940, as amended, will not be
treated as a 5% Stockholder for such purposes.
In the
event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will
nevertheless not apply if we can establish that among the closely-held group of
5% Stockholders, there are sufficient 5% Stockholders that are considered to be
“qualified stockholders” for purposes of Section 883 to preclude
non-qualified 5% Stockholders in the closely-held group from owning 50% or more
of each class of our stock for more than half the number of days during the
taxable year.
We
believe that we have satisfied and will continue to satisfy the Publicly-Traded
Test and that the 5% Override Rule has not been and will not be applicable to
us. However, no assurance can be given that this will be the case in
the future.
In any
year that the 5 Percent Override Rule is triggered with respect to us, we are
eligible for the exemption from tax under Section 883 only if we can
nevertheless satisfy the Publicly-Traded Test (which requires, among other
things, showing that the exception to the 5 Percent Override Rule applies) or if
we can satisfy the 50% Ownership Test. In either case, we would have
to satisfy certain substantiation requirements regarding the identity of our
stockholders in order to qualify for the Section 883
exemption. These requirements are onerous and there is no assurance
that we would be able to satisfy them.
To the
extent the benefits of Section 883 are unavailable, our United States
source shipping income, to the extent not considered to be “effectively
connected” with the conduct of a United States trade or business, as described
below, would be subject to a 4% tax imposed by Section 887 of the Code on a
gross basis, without the benefit of deductions. Since under the
sourcing rules described above, no more than 50% of our shipping income would be
treated as being United States source shipping income, the maximum effective
rate of United States federal income tax on its shipping income would never
exceed 2% under the 4% gross basis tax regime.
To the
extent the benefits of the Section 883 exemption are unavailable and our
United States source shipping income is considered to be “effectively connected”
with the conduct of a United States trade or business, as described below, any
such “effectively connected” United States source shipping income, net of
applicable deductions, would be subject to the United States federal corporate
income tax currently imposed at rates of up to 35%. In addition, we
may be subject to the 30% “branch profits” taxes on earnings effectively
connected with the conduct of such trade or business, as determined after
allowance for certain adjustments, and on certain interest paid or deemed paid
attributable to the conduct of our United States trade or business.
Our
United States source shipping income would be considered “effectively connected”
with the conduct of a United States trade or business only if:
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we
had, or were considered to have, a fixed place of business in the United
States involved in the earning of United States source shipping income;
and
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substantially
all of our United States source shipping income was attributable to
regularly scheduled transportation, such as the operation of a vessel that
followed a published schedule with repeated sailings at regular intervals
between the same points for voyages that begin or end in the United
States.
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We do not
have, nor will we permit circumstances that would result in having, any vessel
sailing to or from the United States on a regularly scheduled
basis. Based on the foregoing and on the expected mode of our
shipping operations and other activities, we believe that none of our United
States source shipping income is or will be “effectively connected” with the
conduct of a United States trade or business.
United
States taxation of gain on sale of vessels
Regardless
of whether we qualify for exemption under Section 883, we will not be
subject to United States federal income taxation with respect to gain realized
on a sale of a vessel, provided the sale is considered to occur outside of the
United States under United States federal income tax principles. In
general, a sale of a vessel will be considered to occur outside of the United
States for this purpose if title to the vessel, and risk of loss with respect to
the vessel, pass to the buyer outside of the United States. It is
expected that any sale of a vessel will be considered to occur outside of the
United States.
United
States Federal Income Taxation of “United States Holders”
As used
herein, the term “United States Holder” means a beneficial owner of common stock
that:
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is
an individual United States citizen or resident, a United States
corporation or other United States entity taxable as a corporation, an
estate the income of which is subject to United States federal income
taxation regardless of its source, or a trust if a court within the United
States is able to exercise primary jurisdiction over the administration of
the trust and one or more United States persons have the authority to
control all substantial decisions of the trust;
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owns
our common stock as a capital asset; and
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owns
less than 10% of our common stock for United States federal income tax
purposes.
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If a
partnership holds our common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our common
stock, we suggest that you consult your tax advisor.
Distributions
Subject
to the discussion of passive foreign investment companies, or “PFICs,” below,
any distributions made by us with respect to our common stock to a United States
Holder will generally constitute dividends to the extent of its current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Distributions in excess of such earnings and
profits will be treated first as a nontaxable return of capital to the extent of
the United States Holder’s tax basis in his common stock on a dollar-for-dollar
basis and thereafter as capital gain. Because we are not a United
States corporation, United States Holders that are corporations will not be
entitled to claim a dividends received deduction with respect to any
distributions they receive from us. Dividends paid with respect to
our common stock will generally be treated as “passive income” for purposes of
computing allowable foreign tax credits for United States foreign tax credit
purposes.
Dividends
paid on our common stock to a United States Holder who is an individual, trust
or estate (a “United States Non-Corporate Holder”) will generally be treated as
“qualified dividend income” that is taxable to such United States Non-Corporate
Holder at a preferential tax rate of 15% (through 2010) provided that
(1) the common stock is readily tradable on an established securities
market in the United States (such as the New York Stock Exchange); (2) we
are not a PFIC for the taxable year during which the dividend is paid or the
immediately preceding taxable year (see discussion below); (3) the United
States Non-Corporate Holder has owned the common stock for more than
60 days in the 121-day period beginning 60 days before the date on
which the common stock becomes ex-dividend; and (4) the United States
Non-Corporate Holder is not under an obligation to make related payments with
respect to positions in substantially similar or related
property. Special rules may apply to any “extraordinary
dividend”—generally, a dividend in an amount which is equal to or in excess of
10% of a stockholder’s adjusted basis in a share of common stock—paid by
us. If we pay an “extraordinary dividend” on our common stock that is
treated as “qualified dividend income,” then any loss derived by a United States
Non-Corporate Holder from the sale or exchange of such common stock will be
treated as long-term capital loss to the extent of such
dividend. There is no assurance that any dividends paid on our common
stock will be eligible for these preferential rates in the hands of a United
States Non-Corporate Holder, although we believe that they will be so eligible
provided that we are not a PFIC, as discussed below. Any dividends
out of earnings and profits we pay which are not eligible for these preferential
rates will be taxed at ordinary income rates in the hands of a United States
Non-Corporate Holder.
In
addition, even if we are not a PFIC, under proposed legislation, dividends of a
corporation incorporated in a country without a “comprehensive income tax
system” paid to United States Non-Corporate Holders would not be eligible for
the 15% tax rate. Although the term “comprehensive income tax system”
is not defined in the proposed legislation, we believe this rule would apply to
us because we are incorporated in the Marshall Islands.
Sale,
exchange or other disposition of common stock
Provided
that we are not a PFIC for any taxable year, a United States Holder generally
will recognize taxable gain or loss upon a sale, exchange or other disposition
of our common stock in an amount equal to the difference between the amount
realized by the United States Holder from such sale, exchange or other
disposition and the United States Holder’s tax basis in such
stock. Such gain or loss will be treated as long-term capital gain or
loss if the United States Holder’s holding period is greater than one year at
the time of the sale, exchange or other disposition. Such capital
gain or loss will generally be treated as United States source income or loss,
as applicable, for United States foreign tax credit
purposes. Long-term capital gains of United States Non-Corporate
Holders are eligible for reduced rates of taxation. A United States
Holder’s ability to deduct capital losses against ordinary income is subject to
certain limitations.
PFIC
status and significant tax consequences
Special
United States federal income tax rules apply to a United States Holder that
holds stock in a foreign corporation classified as a PFIC for United States
federal income tax purposes. In particular, United States
Non-Corporate Holders will not be eligible for the 15% tax rate on qualified
dividends. In general, we will be treated as a PFIC with respect to a
United States Holder if, for any taxable year in which such holder held its
common stock, either
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at
least 75% of our gross income for such taxable year consists of passive
income (e.g., dividends, interest, capital gains and rents derived other
than in the active conduct of a rental business), or
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at
least 50% of the average value of our assets during such taxable year
produce, or are held for the production of, passive
income.
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Income
earned, or deemed earned, by us in connection with the performance of services
would not constitute passive income. By contrast, rental income would
generally constitute “passive income” unless we were treated under specific
rules as deriving our rental income in the active conduct of a trade or
business.
Cravath,
Swaine & Moore LLP (“Tax Counsel”) provided us with an opinion dated May 14,
2008 stating that it was more likely than not that we are not a
PFIC. This opinion was based on our operations and certain
representations made by us and prior representations made by OSG, including
representations that the terms of each ship management agreement and time
charter, taken as a whole, as well as certain specific terms in each agreement,
were in accordance with normal commercial practice for agreements made at arm’s
length between unrelated parties. Based on the foregoing, Tax Counsel
concluded that, although there was no legal authority directly on point, the
gross income we derived from the time chartering activities of our subsidiaries
more likely than not constituted services income, rather than rental
income. Consequently, such income more likely than not did not
constitute passive income, and the assets that we or our wholly owned
subsidiaries owned and operated in connection with the production of such
income, in particular, the vessels, more likely than not did not constitute
passive assets for purposes of determining whether we were a
PFIC. Tax Counsel stated that there was legal authority supporting
its position, consisting of case law and IRS pronouncements, concerning the
characterization of income derived from time charters as services income for
other tax purposes. However, there was no legal authority
specifically relating to the statutory provisions governing PFICs or relating to
circumstances substantially similar to that of us. In addition, the
opinion of Tax Counsel was based on representations made by us and prior
representations made by OSG that were not reviewed by the IRS. As a
result, the IRS or a court could disagree with our position. No
assurance can be given that this result will not occur. We have not
materially changed our operations since the time the opinion was given, and
believe that the representations given to Tax Counsel at the time of the opinion
remain true and accurate. We therefore believe that we have not been,
and are not currently, a PFIC, even after taking into account the new bareboat
charters with respect to the Overseas Newcastle and Overseas
London. In addition, although we intend to conduct our affairs
in a manner to avoid, to the extent possible, being classified as a PFIC with
respect to any taxable year, we cannot assure you that the nature of our
operations will not change in the future, or that we can avoid PFIC status in
the future.
As
discussed more fully below, if we were treated as a PFIC for any taxable year, a
United States Holder would be subject to different taxation rules depending on
whether the United States Holder made an election to treat us as a “Qualified
Electing Fund,” which election is referred to as a “QEF election.” As
an alternative to making a QEF election, a United States Holder should be able
to make a “mark-to-market” election with respect to our common stock, as
discussed below.
Taxation
of United States Holders making a timely QEF election
If we
were a PFIC and a United States Holder made a timely QEF election, which United
States Holder is referred to as an “Electing Holder,” the Electing Holder would
report each year for United States federal income tax purposes its pro rata
share of our ordinary earnings and our net capital gain (which gain shall not
exceed our earnings and profits for the taxable year), if any, for our taxable
year that ends with or within the taxable year of the Electing Holder,
regardless of whether or not distributions were received from us by the Electing
Holder. Any such ordinary income would not be eligible for the
preferential tax rates applicable to qualified dividend income as discussed
above. The Electing Holder’s adjusted tax basis in the common stock
would be increased to reflect taxed but undistributed earnings and
profits. Distributions of earnings and profits that had been
previously taxed would, pursuant to this election, result in a corresponding
reduction in the adjusted tax basis in the common stock and would not be taxed
again once distributed. An Electing Holder would not, however, be
entitled to a deduction for its pro rata share of any losses that we incurred
with respect to any year. An Electing Holder would generally
recognize capital gain or loss on the sale, exchange or other disposition of our
common stock. A United States Holder would make a QEF election with
respect to any year that we are a PFIC by filing one copy of IRS Form 8621
with his United States federal income tax return. If we were treated
as a PFIC for any taxable year, we would provide each United States Holder with
all necessary information in order to make the QEF election described above.
Even if a United States Holder makes a QEF election for one of our taxable
years, if we were a PFIC for a prior taxable year during which the holder was a
stockholder and for which the holder did not make a timely QEF election,
different and more adverse tax consequences would apply.
Taxation
of United States Holders making a “mark-to-market” election
Alternatively,
if we were treated as a PFIC for any taxable year and, as we believe, our stock
is treated as “marketable stock,” a United States Holder would be allowed to
make a “mark-to-market” election with respect to our common stock, provided the
United States Holder completes and files IRS Form 8621 in accordance with
the relevant instructions and related Treasury regulations. If that
election is made, the United States Holder generally would include as ordinary
income in each taxable year the excess, if any, of the fair market value of the
common stock at the end of the taxable year over such holder’s adjusted tax
basis in the common stock. The United States Holder would also be
permitted an ordinary loss in respect of the excess, if any, of the United
States Holder’s adjusted tax basis in the common stock over its fair market
value at the end of the taxable year, but only to the extent of the net amount
previously included in income as a result of the mark-to-market
election. A United States Holder’s tax basis in his common stock
would be adjusted to reflect any such income or loss amount. Gain
realized on the sale, exchange or other disposition of our common stock would be
treated as ordinary income, and any loss realized on the sale, exchange or other
disposition of the common stock would be treated as ordinary loss to the extent
that such loss does not exceed the net mark-to-market gains previously included
by the United States Holder in income.
Taxation
of United States Holders not making a timely QEF or “mark-to-market”
election
Finally,
if we were treated as a PFIC for any taxable year, a United States Holder who
does not make either a QEF election or a “mark-to-market” election for that
year, referred to as a “Non-Electing Holder,” would be subject to special rules
with respect to (1) any excess distribution (i.e., the portion of any
distributions received by the Non-Electing Holder on our common stock in a
taxable year in excess of 125% of the average annual distributions received by
the Non-Electing Holder in the three preceding taxable years, or, if shorter,
the Non-Electing Holder’s holding period for the common stock), and (2) any
gain realized on the sale, exchange or other disposition of our common
stock. Under these special rules:
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the
excess distribution or gain would be allocated ratably over the
Non-Electing Holder’s aggregate holding period for the common
stock;
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the
amount allocated to the current taxable year and any taxable year prior to
the first taxable year in which we were a PFIC during the Non-Electing
Holder’s holding period, would be taxed as ordinary income;
and
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the
amount allocated to each of the other taxable years would be subject to
tax at the highest rate of tax in effect for the applicable class of
taxpayer for that year, and an interest charge for the deemed deferral
benefit would be imposed with respect to the resulting tax attributable to
each such other taxable year.
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These
penalties would not apply to a qualified pension, profit sharing or other
retirement trust or other tax-exempt organization that did not borrow money or
otherwise utilize leverage in connection with its acquisition of our common
stock. If we were a PFIC and a Non-Electing Holder who was an
individual died while owning our common stock, such holder’s successor generally
would not receive a step-up in tax basis with respect to such
stock. Certain of these rules would apply to a United States Holder
who made a QEF election for one of our taxable years if it were a PFIC in a
prior taxable year during which the holder was a stockholder and for which the
holder did not make a QEF election.
United
States Federal Income Taxation of “Non-United States Holders”
A
beneficial owner of common stock (other than a partnership) that is not a United
States Holder is referred to herein as a “Non-United States
Holder.”
Dividends
on common stock
Non-United
States Holders generally will not be subject to United States federal income tax
or withholding tax on dividends received from us with respect to our common
stock, unless that dividend income is effectively connected with the Non-United
States Holder’s conduct of a trade or business in the United
States. If the Non-United States Holder is entitled to the benefits
of a United States income tax treaty with respect to those dividends, that
income is taxable only if it is attributable to a permanent establishment
maintained by the Non-United States Holder in the United States.
Sale,
exchange or other disposition of common stock
Non-United
States Holders generally will not be subject to United States federal income tax
or withholding tax on any gain realized upon the sale, exchange or other
disposition of our common stock, unless:
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the
gain is effectively connected with the Non-United States Holder’s conduct
of a trade or business in the United States (and, if the Non-United States
Holder is entitled to the benefits of an income tax treaty with respect to
that gain, that gain is attributable to a permanent establishment
maintained by the Non-United States Holder in the United States);
or
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the
Non-United States Holder is an individual who is present in the United
States for 183 days or more during the taxable year of disposition
and other conditions are met.
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If the
Non-United States Holder is engaged in a United States trade or business for
United States federal income tax purposes, the income from the common stock,
including dividends and the gain from the sale, exchange or other disposition of
the stock, that is effectively connected with the conduct of that trade or
business will generally be subject to regular United States federal income tax
in the same manner as discussed in the previous section relating to the taxation
of United States Holders. In addition, if you are a corporate
Non-United States Holder, your earnings and profits that are attributable to the
effectively connected income, which are subject to certain adjustments, may be
subject to an additional branch profits tax at a rate of 30%, or at a lower rate
as may be specified by an applicable income tax treaty.
Backup
Withholding and Information Reporting
In
general, dividend payments, or other taxable distributions, made within the
United States to you will be subject to information reporting requirements if
you are a non-corporate United States Holder. Such payments or
distributions may also be subject to backup withholding tax if you are a
non-corporate United States Holder and you:
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fail
to provide an accurate taxpayer identification number;
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are
notified by the IRS that you have failed to report all interest or
dividends required to be shown on your federal income tax returns;
or
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in
certain circumstances, fail to comply with applicable certification
requirements.
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Non-United
States Holders may be required to establish their exemption from information
reporting and backup withholding by certifying their status on IRS
Form W-8BEN, W-8ECI or W-8IMY, as applicable.
If you
are a Non-United States Holder and you sell our common stock to or through a
United States office of a broker, the payment of the proceeds is subject to both
United States backup withholding and information reporting unless you certify
that you are a non-United States person, under penalties of perjury, or you
otherwise establish an exemption. If you sell our common stock
through a non-United States office of a non-United States broker and the sales
proceeds are paid to you outside the United States, then information reporting
and backup withholding generally will not apply to that
payment. However, United States information reporting requirements,
but not backup withholding, will apply to a payment of sales proceeds, even if
that payment is made to you outside the United States, if you sell our common
stock through a non-United States office of a broker that is a United States
person or has some other contacts with the United States. Such
information reporting requirements will not apply, however, if the broker has
documentary evidence in its records that you are a non-United States person and
certain other conditions are met, or you otherwise establish an
exemption.
Backup
withholding tax is not an additional tax. Rather, you generally may
obtain a refund of any amounts withheld under backup withholding rules that
exceed your income tax liability by filing a refund claim with the
IRS.
We have
filed with the Commission a registration statement on Form F-3 under the
Securities Act with respect to the offer and sale of securities pursuant to this
prospectus. This prospectus, filed as a part of the registration
statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules thereto in accordance with the rules and
regulations of the Commission and no reference is hereby made to such omitted
information. Statements made in this prospectus concerning the
contents of any contract, agreement or other document filed as an exhibit to the
registration statement are summaries of all of the material terms of such
contracts, agreements or documents, but do not repeat all of their
terms. Reference is made to each such exhibit for a more complete
description of the matters involved and such statements shall be deemed
qualified in their entirety by such reference. The registration
statement and the exhibits and schedules thereto filed with the Commission may
be inspected, without charge, and copies may be obtained at prescribed rates, at
the public reference facility maintained by the Commission at its principal
office at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference facility by calling
1-800-SEC-0330. The Commission also maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. For further
information pertaining to the securities offered by this prospectus and DHT
Maritime, Inc., reference is made to the registration statement.
We are
subject to the information and periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and we file periodic reports and other
information with the Commission. These periodic reports and other
information are available for inspection and copying at the Commission’s public
reference facilities and the web site of the Commission referred to
above. As a “foreign private issuer,” we are exempt from the rules
under the Securities Exchange Act of 1934, as amended, prescribing the
furnishing and content of proxy statements to stockholders, but we are required
to furnish certain proxy statements to stockholders under New York Stock
Exchange rules. Those proxy statements are not expected to conform to
Schedule 14A of the proxy rules promulgated under the Securities Exchange Act of
1934, as amended. In addition, as a “foreign private issuer,” we are
exempt from the rules under the Securities Exchange Act of 1934, as amended,
relating to short swing profit reporting and liability.
The
Commission allows us to “incorporate by reference” information that we file with
it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated
by reference is considered to be a part of this prospectus, and information that
we file later with the Commission prior to the termination of this offering will
also be considered to be part of this prospectus and will automatically update
and supersede previously filed information, including information contained in
this document.
We
incorporate by reference the documents listed below and any future filings made
with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended: (i) Annual Report on Form 20-F for the
year ended December 31, 2007, filed with the Commission on March 12, 2008, which
contains audited consolidated financial statements for the most recent fiscal
year for which those statements have been filed, and (ii) Registration
Statement on Form 8-A, filed with the Commission on October 7,
2005.
We are
also incorporating by reference all subsequent annual reports on Form 20-F that
we file with the Commission and certain reports on Form 6-K that we furnish to
the Commission after the date of this prospectus (if they state that they are
incorporated by reference into this prospectus) until we file a post-effective
amendment indicating that the offering of the securities made by this prospectus
has been terminated. In all cases, you should rely on the later
information over different information included in this prospectus or the
prospectus supplement.
We will
provide, free of charge upon written or oral request, to each person to whom
this prospectus is delivered, including any beneficial owner of the securities,
a copy of any or all of the information that has been incorporated by reference
into this prospectus, but which has not been delivered with the prospectus.
Requests for such information should be made to us at the following
address:
26 New
Street
St.
Helier
Jersey
JE2 3RA
Channel
Islands
Phone +44
(0) 1534 639759
Email
info@dhtankers.com
You
should assume that the information appearing in this prospectus and any
accompanying prospectus supplement, as well as the information we previously
filed with the Commission and incorporated by reference, is accurate as of the
dates on the front cover of those documents only. Our business,
financial condition and results of operations and prospects may have changed
since those dates.
This
prospectus contains assumptions, expectations, projections, intentions and
beliefs about future events. 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 are intended as
“forward-looking statements.” We may also from time to time make
forward-looking statements in our periodic reports that we will file with the
Commission, other information sent to our security holders, and other written
materials. We caution that assumptions, expectations, projections,
intentions and beliefs about future events may and often do vary from actual
results and the differences can be material. The reasons for this
include the risks, uncertainties and factors described under the section of this
prospectus entitled “Risk Factors” on page 9 of this
prospectus.
All
statements in this document that are not statements of historical fact are
forward-looking statements. Forward-looking statements include, but
are not limited to, such matters as:
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●
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future
payments of dividends and the availability of cash for payment of
dividends;
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●
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future
operating or financial results, including with respect to the amount of
basic hire and additional hire that we may receive;
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●
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statements
about future, pending or recent acquisitions, business strategy, areas of
possible expansion and expected capital spending or operating
expenses;
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●
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statements
about tanker industry trends, including charter rates and vessel values
and factors affecting vessel supply and demand;
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●
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expectations
about the availability of vessels to purchase, the time which it may take
to construct new vessels or vessels’ useful lives;
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●
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expectations
about the availability of insurance on commercially reasonable
terms;
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●
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our
ability to repay our credit facility, to obtain additional financing and
to obtain replacement charters for our vessels;
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●
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assumptions
regarding interest rates;
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●
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changes
in production of or demand for oil and petroleum products, either globally
or in particular regions;
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●
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greater
than anticipated levels of newbuilding orders or less than anticipated
rates of scrapping of older vessels;
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●
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changes
in trading patterns for particular commodities significantly impacting
overall tonnage requirements;
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●
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change
in the rate of growth of the world and various regional
economies;
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risks
incident to vessel operation, including discharge of pollutants;
and
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●
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unanticipated
changes in laws and regulations.
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We
undertake no obligation to publicly update or revise any forward-looking
statements contained in this prospectus, 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 prospectus might not occur, and our actual results could differ
materially from those anticipated in these forward-looking
statements.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers.
Our
bylaws provide that we shall, subject to the limitations contained in the
Marshall Islands Business Corporation Act, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
The form
of underwriting agreement, which is filed as Exhibit 1.1 to this registration
statement, provides that the underwriters to be named therein agree to indemnify
us and hold us harmless, together with each of our directors, officers and
controlling persons from and against certain liabilities, including liabilities
arising under the Securities Act of 1933, as amended. This form of
underwriting agreement also provides that such underwriters will contribute to
amounts paid or payable by such indemnified persons as a result of certain
liabilities under the Securities Act of 1933, as amended.
Item
9. Exhibits.
The
exhibits listed in the following table have been filed as part of this
registration statement.
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Number
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Exhibit
Description
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1.1
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Form
of Underwriting Agreement (for equity securities)
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1.2
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Form
of Underwriting Agreement (for debt securities)*
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4.1
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Form
of Debt Securities Indenture
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5.1
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Opinion
of Reeder & Simpson P.C.
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8.1
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Tax
Opinion of Cravath, Swaine & Moore LLP
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10.1
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Employment
Agreement of Eirik Ubøe
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10.2
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Amendment
to Employment Agreement of Tom R. Kjeldsberg
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12.1
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Computation
of Ratio of Earnings to Fixed Charges
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23.1
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Consent
of Ernst & Young LLP
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23.2
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Consent
of Reeder & Simpson P.C. (contained in Exhibit 5.1)
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23.3
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Consent
of Cravath, Swaine & Moore LLP (contained in Exhibit
8.1)
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24.1
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Powers
of Attorney (included on signature page)
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25.1
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Statement
of Eligibility of Trustee**
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___________________
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*
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To
be filed as an exhibit to a post-effective amendment to this registration
statement or as an exhibit to a report of the registrant filed pursuant to
the Securities Exchange Act of 1934 and incorporated herein by
reference.
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**
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To
be filed pursuant to Section 305(b)(2) of the Trust Indenture of Act
of 1939.
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Item
10. Undertakings.
The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement, unless the
information required to be included is contained in reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement or is contained in a form of
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, that is part of this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, as amended, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
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To
file a post-effective amendment to the registration statement to include
any financial statements required by Item 8.A. of Form 20-F at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act of 1933, as amended, need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (4)
and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3)
of the Securities Act of 1933, as amended, or Rule 3-19 under the
Securities Act of 1933, as amended, if such financial statements and
information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the Form F-3.
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(5)
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That,
for the purpose of determining liability under the Securities Act of 1933,
as amended, to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of this registration statement as of the date the filed
prospectus was deemed part of and included in this registration
statement.
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of this registration statement for the purpose of providing
the information required by section 10(a) of the Securities Act of 1933,
as amended, shall be deemed to be part of and included in this
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
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(6)
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That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933, as amended, to any purchaser in the initial
distribution of the securities:
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The
undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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(7)
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That,
for purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(8)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.
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(9)
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To
file an application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by
the Securities and Exchange Commission under Section 305(b)(2) of the
Trust Indenture Act.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Oslo, Norway, on August 8,
2008.
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DHT
MARITIME, INC.
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By:
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/s/ Eirik
Ubøe
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Eirik
Ubøe
|
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Chief
Financial Officer
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(Principal
Financial and Accounting Officer)
|
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Ole Jacob Diesen and Eirik Ubøe his or her true
and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to he done, as fully for all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
|
Signature
|
Title
|
Date
|
|
|
/s/
Ole Jacob Diesen
|
|||
|
OLE
JACOB DIESEN
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Chief
Executive Officer
(Principal
Executive Officer)
|
August
8, 2008
|
|
|
/s/
Eirik Ubøe
|
|||
|
EIRIK
UBØE
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
August
8, 2008
|
|
|
/s/
Erik A. Lind
|
|||
|
ERIK
A. LIND
|
Chairman
of the Board
|
August
8, 2008
|
|
|
/s/
Randee Day
|
|||
|
RANDEE
DAY
|
Director
|
August
8, 2008
|
|
|
/s/
Rolf A. Wikborg
|
|||
|
ROLF
A. WIKBORG
|
Director
|
August
8, 2008
|
|
|
/s/
Donald J. Puglisi
|
|||
|
DONALD
J. PUGLISI
Managing
Director
Puglisi
& Associates
|
Authorized
Representative in the United States
|
August
8, 2008
|