Nordic American Offshore Ltd.
|
(Name of Issuer)
|
Common Shares, par value $0.01 per share
|
(Title of Class of Securities)
|
G65772108
|
(CUSIP Number)
|
Scandic American Shipping Ltd.
Leif Weldingsvei 20, P.O.B. 56
N-3201 Sandefjord, Norway
Attn: Bjørn Giæver
011 47 33 42 73 00
Copy to:
Gary J. Wolfe
Seward & Kissel LLP
One Battery Park Plaza, 19th Floor
New York, NY 10004
(212) 574-1223
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
December 11, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].
|
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No.
|
Y6366T112
|
1.
|
NAME OF REPORTING PERSONS
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
Nordic American Tankers Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS*
|
||
Not Applicable
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Bermuda
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|||
7.
|
SOLE VOTING POWER
|
||
9,993,535
|
|||
8.
|
SHARED VOTING POWER
|
||
0
|
|||
9.
|
SOLE DISPOSITIVE POWER
|
||
9,993,535
|
|||
10.
|
SHARES DISPOSITIVE POWER
|
[_]
|
|
0
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
9,993,535
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
CERTAIN SHARES*
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
13.55%*
|
|||
14.
|
TYPE OF REPORTING PERSON*
|
||
CO
|
|||
(a),(f) |
The name of the reporting person is Nordic American Tankers Limited, a company incorporated in Bermuda ("NAT" or the "Reporting Person").
|
(b) |
The address of the principal place of business of NAT is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.
|
(b),(c) |
The principal business of NAT is the ownership and chartering of tanker vessels.
|
Herbjørn Hansson
|
Chairman, Chief Executive Officer and President
|
Mr. Hansson is a citizen of Norway and his principal business address is c/o Scandic American Shipping Ltd., Leif Weldingsvei 20, P.O.B. 56 N-3201 Sandefjord, Norway.
|
Bjørn Giæver
|
Chief Financial Officer
|
Mr. Giaever is a citizen of Norway and his principal business address is c/o Scandic American Shipping Ltd., Leif Weldingsvei 20, P.O.B. 56 N-3201 Sandefjord, Norway. His principal occupation is Chief Financial Officer of the Issuer and NAT.
|
Andreas Ove Ugland
|
Vice Chairman
|
Mr. Ugland is a citizen of the Cayman Islands, B.W.I. and Norway and his principal business address is c/o Andreas Ugland & Sons Ltd., PO Box 30464 SMB, Vista Del Mar, Grand Cayman, Cayman Islands, British West Indies. He has also served as director and Chairman of Ugland International Holding plc, a shipping/transport company listed on the London Stock Exchange, Andreas Ugland & Sons AS, Grimstad, Norway, Høegh Ugland Autoliners AS, Oslo and Buld Associates Inc., Bermuda. Mr. Ugland has spent his whole career in shipping in the Ugland family owned shipping group.
|
Jan Erik Langangen
|
Director
|
Mr. Langangen is a citizen of Norway and his principal business address is Markaveien 57, 3947 Langangen, Norway. His principal occupation is serving as a partner of Langangen & Helset, a Norwegian law firm.
|
Richard H.K. Vietor
|
Director
|
Mr. Vietor is a citizen of the United States and his principal business address is Harvard Business School, 295 Morgan Hall, Soldiers Field, Boston, Massachusetts 02163. Mr. Vietor is the Paul Whiton Cherrington Professor of Business Administration at Harvard Business School where he teaches courses on the regulation of business and the international political economy.
|
Jim Kelly
|
Director
|
Mr. Kelly is a citizen of the United States and his principal business address is 310 West 86th Street, Apt 12B, New York, NY 10024. His principal occupation is serving as a consultant at Bloomberg LP.
|
(d),(e) |
None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(a), (b), (d) |
As of the date hereof, NAT may be deemed to be the beneficial owner of 9,993,535 Common Shares, constituting 13.55% of the Common Shares, based upon 73,741,595 Common Shares outstanding. NAT has the sole power to vote or direct the vote of 9,993,535 Common Shares. NAT has the sole power to dispose or direct the disposition of 9,993,535 Common Shares.
|
(c) |
Other than as described herein, there have been no other transactions effected by the Reporting Person in the Common Shares in the past 60 days.
|
(e) |
N/A
|
December 21, 2018
|
|||
(Date)
|
|||
Nordic American Tankers Limited
|
|||
By:
|
/s/ Herbjørn Hansson
|
||
Name:
|
Herbjørn Hansson
|
||
Title:
|
Chairman, Chief Executive Officer and President
|