CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Security(1)
|
Proposed
Maximum
Aggregate
Offering
Price(1)
|
Amount
of
Registration
Fee
|
|
Common
Stock, par value $1.00 per share
|
3,840,869
|
$5.61
|
$21,547,275
|
$846.80
|
(1) Estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933, as amended, based on the average of the high and low
prices per share of the registrant’s common stock as reported on the New York
Stock Exchange on March 5, 2009.
|
PROSPECTUS
SUPPLEMENT
|
Filed pursuant to Rule
424(b)(2)
|
|
|
(To Prospectus Dated December 5,
2008)
|
Registration No.
333-155975
|
Up to 3,840,869 shares
Common Stock
On
February 26, 2009, Ship Finance International Limited, or the Company, declared
a quarterly dividend with respect to the fourth quarter of 2008 in the amount of
$0.30 on each of its outstanding shares of common stock, or Common Shares,
payable to shareholders of record as of March 9, 2009, which we refer to as the
Record Date. The Company’s outstanding Common Shares commenced
trading ex-dividend on the New York Stock Exchange, or the NYSE, on March 5,
2009, and the dividend will be payable on or about April 17, 2009.
Shareholders
will be paid a dividend on each outstanding Common Share in cash, or upon the
election of the holder of such Common Share, may instruct the Company to retain
the cash that would otherwise have been paid as such dividend in exchange for
newly issued Common Shares of the Company in the manner set forth in this
prospectus supplement. Any additional Common Shares issued in lieu of
cash will be freely tradable on the NYSE upon their
issuance. Shareholders electing to receive the dividend in newly
issued Common Shares of the Company will receive 0.0528 Common Shares for each
Common Share held by such shareholder on the Record Date, representing a value
of $0.30 based upon the volume-weighted average price of the Common Shares of
$5.98 on the NYSE during the three trading days ending March 4, 2009, less a
five percent (5%) discount.
Each
shareholder electing to receive the dividend in additional Common Shares will
receive a number of additional Common Shares equal to 0.0528 multiplied by the
aggregate number of Common Shares held by such shareholder on the Record Date,
rounded down to the nearest whole Common Share. The amount in cash
equal to the balance of the dividend to such shareholder that has not been
applied to the issuance of additional Common Shares will be contributed by the
Company to a charitable organization, as defined in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, determined by the
Company.
Holders
that owned outstanding Common Shares as of the Record Date that were registered
in their own name will receive by mail an election card to be completed and
returned to the Company’s transfer agent in accordance with the instructions
contained therein. Holders that beneficially owned outstanding Common
Shares as of the Record Date that were registered in the name of a broker,
dealer or other nominee should contact the registered holder of such Common
Shares as soon as possible and instruct such registered holder if they wish to
elect to receive additional Common Shares in lieu of cash. All
shareholder elections must be received by the Company or its agent not later
than 5:00 p.m., New York City time, on April 13, 2009, which we refer to as the
Shareholder Response Date. The Company notes that there may be public
or bank holidays on or about the Shareholder Response
Date. Shareholders are advised to contact their brokers, dealers or
other nominees to ensure timely processing of their elections.
No
action is required to be taken by shareholders wishing to receive a cash
dividend.
Each
shareholder is advised to carefully review this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference herein
before making its decision of whether to elect to receive additional Common
Shares of the Company.
The
Company’s principal shareholders, Hemen Holding Ltd. and Farahead Investment
Inc., who collectively own approximately 41.4% of our Common Shares and are
indirectly controlled by Mr. John Fredriksen, have informed us that they will
elect to receive all of their dividends in additional Common
Shares.
Our
Common Shares are listed on the NYSE under the symbol “SFL.” The last reported
sale price of our Common Shares on the NYSE on March 5, 2009 was $5.25 per
share.
Investing
in our Common Shares involves risks. For an in-depth discussion of these risks,
please refer to the section entitled “Risk Factors” beginning on page S-1 of
this prospectus supplement.
Neither
the Securities and Exchange Commission, or the SEC, nor any state securities
commission has approved or disapproved of the Common Shares or determined that
this prospectus supplement or the attached prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is March 6, 2009.
TABLE OF CONTENTS
|
Page
|
|
|
Prospectus
Supplement
|
|
|
Risk
Factors
|
S-1
|
|
Dividend
Policy
|
S-1
|
|
Price
Range of Common
Stock
|
S-2
|
|
Capitalization
|
S-3
|
|
Description
of the Common
Stock
|
S-4
|
|
Tax
Considerations
|
S-4
|
|
Plan
of
Distribution
|
S-4
|
|
Expenses
|
S-5
|
|
Legal
Matters
|
S-5
|
|
Experts
|
S-5
|
|
Where
You Can Find Additional
Information
|
S-6
|
|
Prospectus
|
|
|
Prospectus
Summary
|
2
|
|
Risk
Factors
|
3
|
|
Recent Developments in
Environmental and Other
Regulations
|
6
|
|
Cautionary Statement Regarding
Forward-Looking
Statements
|
9
|
|
Ratio of Earnings to Fixed
Charges
|
10
|
|
Use of
Proceeds
|
11
|
|
Capitalization
|
11
|
|
Enforcement of Civil
Liabilities
|
11
|
|
Description of Capital
Stock
|
12
|
|
Description of Other
Securities
|
15
|
|
Expenses
|
24
|
|
Legal
Matters
|
24
|
|
Plan of
Distribution
|
24
|
|
Experts
|
25
|
|
Where You Can Find Additional
Information
|
25
|
This
document consists of two parts. The first part is this prospectus supplement,
which describes the specific terms of this offering and the securities offered
hereby, and also adds to and updates information contained in the accompanying
base prospectus and the documents incorporated by reference into this prospectus
supplement and the base prospectus. The second part, the base prospectus, gives
more general information and disclosure. When we refer only to the prospectus,
we are referring to both parts combined, and when we refer to the accompanying
prospectus, we are referring to the base prospectus.
If
the description of this offering varies between this prospectus supplement and
the accompanying prospectus, you should rely on the information in this
prospectus supplement. This prospectus supplement, the accompanying prospectus
and the documents incorporated into each by reference include important
information about us, the Common Shares being offered and other information you
should know before investing. You should read this prospectus supplement and the
accompanying prospectus together with the additional information described under
the heading, “Where You Can Find Additional Information” before investing in our
Common Shares.
We
prepare our financial statements, including all of the financial statements
included or incorporated by reference in this prospectus supplement, in U.S.
dollars and in conformity with accounting principles generally accepted in the
United States, or U.S. GAAP. We have a fiscal year end of December
31.
You
should rely only on the information contained or incorporated by reference into
this prospectus supplement and the accompanying prospectus. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and the
documents incorporated into each by reference is accurate only as of their
respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters
discussed in this prospectus supplement may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include, but are not limited to, statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other than statements
of historical facts.
Ship
Finance International Limited, or the Company, desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
and is including this cautionary statement pursuant to this safe harbor
legislation. This prospectus supplement and any other written or oral statements
made by us or on our behalf may include forward-looking statements, which
reflect our current views with respect to future events and financial
performance. The words “believe,” “anticipate,” “intend,” “estimate,”
“forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” and
similar expressions identify forward-looking statements.
The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including, without
limitation, management’s examination of historical operating trends, data
contained in our records and other data available from third parties. Although
we believe that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In
addition to these important factors and matters discussed elsewhere herein,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies, fluctuations in currencies and interest rates,
general market conditions including fluctuations in charterhire rates and vessel
values, changes in demand in the markets in which we operate, changes in demand
resulting from changes in OPEC’s petroleum production levels and world-wide oil
consumption and storage, developments regarding the technologies relating to oil
exploration, changes in market demand in countries which import commodities and
finished goods and changes in the amount and location of the production of those
commodities and finished goods, increased inspection procedures and more
restrictive import and export controls, changes in our operating expenses,
including bunker prices, drydocking and insurance costs, performance of our
charterers and other counterparties with whom we deal, timely delivery of
vessels under construction within the contracted price, changes in governmental
rules and regulations or actions taken by regulatory authorities, potential
liability from pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due to accidents,
piracy or political events, and other important factors described under the
heading “Risk Factors” in this prospectus supplement, in the accompanying
prospectus, and in our Annual Report on Form 20-F for the year ended December
31, 2007, as well as those described from time to time in the reports filed by
us with the SEC.
This
prospectus supplement may contain assumptions, expectations, projections,
intentions and beliefs about future events. 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 SEC, in other
information sent to our security holders, and in 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.
We
undertake no obligation to publicly update or revise any forward-looking
statement contained in this prospectus supplement, 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 supplement might not occur, and our actual results could
differ materially from those anticipated in these forward-looking
statements.
RISK
FACTORS
An
investment in our Common Shares involves a high degree of risk, including the
risks we face described in the accompanying prospectus and the documents
incorporated by reference herein. Our business, financial condition, and results
of operations could be materially and adversely affected by any of these risks.
The trading price of our Common Shares could decline due to any of these risks,
and you may lose all or part of your investment. This prospectus supplement, the
accompanying prospectus, and the documents incorporated by reference herein also
contain forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks
we face described in the accompanying prospectus and the documents incorporated
by reference herein.
Before
you decide to invest in our Common Shares, you should carefully consider the
risks and the discussion of risks under the heading “Risk Factors” beginning on
page 3 of the accompanying prospectus and in our Annual Report for the year
ended December 31, 2007 on Form 20-F, filed on March 17, 2008. In
addition, you should also carefully consider the risk set forth below, as well
as other information included in this prospectus supplement, the accompanying
prospectus and the documents we have incorporated by reference in this
prospectus supplement that summarize the risks that may materially affect our
business. Please refer to the sections entitled “Where You Can Find Additional
Information” in this prospectus supplement and in the accompanying prospectus
for discussions of these other filings.
The
market price of our Common Shares is volatile and may change significantly
prior to the payment of the dividend.
The
number of additional Common Shares that shareholders may receive in lieu of the
$0.30 cash dividend on each outstanding Common Share has been determined based
on the volume-weighted average price of the Common Shares of $5.98 on the NYSE
during the three trading days ending March 4, 2009, less a five percent (5%)
discount. The number of Common Shares that will be issued on or about
April 17, 2009, the dividend payment date, will not be adjusted to reflect
changes in the market price of the Company’s Common Shares prior to the dividend
payment date. The value of the Common Shares issued to Shareholders
electing to receive the dividend in Common Shares may be significantly less than
or greater than the value of those Common Shares on the Record Date or the date
of this prospectus supplement.
DIVIDEND
POLICY
We
seek to pay a regular quarterly dividend, the amount of which is based on our
contracted revenues and growth prospects. Our goal is to increase our quarterly
dividend as we grow the business, but the timing and amount of dividends, if
any, is at the discretion of our board of directors and will depend upon our
operating results, financial condition, cash requirements, restrictions in terms
of financing arrangements and other relevant factors.
The
Company has paid 19 consecutive quarterly dividends as of January 2009, and has
declared a 20th consecutive dividend that will be payable on or about April 17,
2009 with respect to the fourth quarter of 2008. The declaration and
payment of dividends with respect to future quarters, if any, will be determined
at the sole discretion of our board of directors.
S-1
PRICE
RANGE OF COMMON STOCK
Our
Common Shares trade on the NYSE, under the symbol “SFL.” The following table
sets forth the high and low closing sale prices for our Common Shares since they
commenced trading on the NYSE on June 17, 2004, as reported by the
NYSE:
|
Sales
Price
|
||||||||
|
For
the Period
|
High
|
Low
|
||||||
|
2009
|
||||||||
|
February
|
$ | 11.77 | $ | 8.36 | ||||
|
January
|
$ | 13.47 | $ | 11.26 | ||||
|
2008
|
$ | 32.43 | $ | 9.01 | ||||
|
Fourth
quarter
|
$ | 20.53 | $ | 9.01 | ||||
|
December
|
$ | 12.62 | $ | 9.88 | ||||
|
November
|
$ | 15.76 | $ | 9.01 | ||||
|
October
|
$ | 20.53 | $ | 10.92 | ||||
|
Third
quarter
|
$ | 29.74 | $ | 19.56 | ||||
|
September
|
$ | 27.69 | $ | 19.56 | ||||
|
Second
quarter
|
$ | 32.43 | $ | 26.58 | ||||
|
First
quarter
|
$ | 28.01 | $ | 23.54 | ||||
|
2007
|
$ | 31.54 | $ | 22.24 | ||||
|
Fourth
quarter
|
$ | 28.46 | $ | 24.64 | ||||
|
Third
quarter
|
$ | 31.54 | $ | 24.70 | ||||
|
Second
quarter
|
$ | 31.42 | $ | 27.44 | ||||
|
First
quarter
|
$ | 27.90 | $ | 22.24 | ||||
|
2006
|
$ | 23.80 | $ | 16.33 | ||||
|
2005
|
$ | 23.91 | $ | 16.89 | ||||
|
2004 (June 17 to
year-end)
|
$ | 25.75 | $ | 13.08 | ||||
On
March 5, 2009, the last reported closing sale price of our Common Shares on the
NYSE was $5.25 per share.
S-2
CAPITALIZATION
The
following table sets forth our consolidated capitalization:
|
·
|
on
an actual basis as of December 31, 2008;
and
|
|
·
|
on
an as adjusted basis as of March 6, 2009, to give effect to the
declaration of a dividend with respect to the fourth quarter of 2008 based
on 72,743,737 Common Shares then
outstanding.
|
This
table should be read in conjunction with the condensed consolidated financial
statements and related notes included in our annual report for the year ended
December 31, 2007 on Form 20-F (File No. 001-32199), filed with the SEC on March
17, 2008, and our current report on Form 6-K furnished to the SEC on December 5,
2008 and incorporated by reference herein.
There
have been no significant changes to our capitalization since March 6, 2009, as
so adjusted.
|
As of December 31, 2008
|
As of March 6, 2009
|
||||
|
Actual
(Unaudited)
|
As
Adjusted (1)
|
||||
|
(in
thousands of U.S. dollars)
|
(in
thousands of U.S. dollars)
|
|
Debt
(Principal balance):
|
||||||||
|
Current
portion of long-term debt
|
385,577 | 385,577 | ||||||
|
Long-term
debt, net of current portion
|
2,209,939 | 2,209,939 | ||||||
|
Total
Debt
|
2,595,516 | 2,595,516 | ||||||
|
Shareholders’
equity:
|
||||||||
|
Common
shares, $1.00 par value; 125,000,000 shares authorized; 72,743,737 shares
issued and outstanding as of December 31, 2008; 74,334,737 shares issued
and outstanding as adjusted
|
72,744 | 74,335 | ||||||
|
Additional
paid-in capital
|
499,116 | 505,877 | ||||||
|
Other
comprehensive income (loss)
|
(139,308 | ) | (139,308 | ) | ||||
|
Retained
earnings
|
84,798 | 63,662 | ||||||
|
Total
shareholders’ equity
|
517,350 | 504,566 | ||||||
|
Total
capitalization
|
3,112,866 | 3,100,082 | ||||||
|
(1)
|
As
adjusted to reflect the payment of the dividend in newly issued Common
Shares in lieu of cash with respect to 30,128,177 Common Shares owned by
Hemen Holding Ltd. and Farahead Investment Inc. and payment of a cash
dividend of $0.30 per Common Share with respect to 42,615,560 Common
Shares.
|
|
|
|
S-3
DESCRIPTION
OF COMMON STOCK
Please
refer to the section entitled “Description of Capital Stock” on page 12 of the
accompanying prospectus for a summary description of our Common Shares being
offered hereby.
TAX
CONSIDERATIONS
You
should carefully read the discussion of the principal U.S. federal income tax,
Bermuda and Liberian tax considerations associated with our operations and the
acquisition, ownership and disposition of our Common Shares set forth in the
section of our Annual Report on Form 20-F for the year ended
December 31, 2007, entitled “Additional Information—Taxation,” which
provides certain additional information that may be relevant to an investment
decision by United States Holders (as such term is defined in the discussion
included in our annual report on Form 20-F). In the event the U.S. Internal
Revenue Service were to find that we are or have been a Passive Foreign
Investment Company for any taxable year, we intend to notify the investing
public of such finding via a press release and to make pertinent tax information
available via the “Tax Treatment” Section of our public website http://www.shipfinance.org.
PLAN
OF DISTRIBUTION
On
February 26, 2009, the Company declared a quarterly dividend with respect to the
fourth quarter of 2008 in the amount of $0.30 on each of its outstanding Common
Shares, payable to shareholders as of the Record Date. The Company’s
outstanding Common Shares commenced trading ex-dividend on the NYSE on March 5,
2009, and the dividend will be payable on or about April 17, 2009.
Shareholders
will be paid a dividend on each outstanding Common Share in cash, or upon the
election of the holder of such Common Share, may instruct the Company to retain
the cash that would otherwise have been paid as such dividend in exchange for
newly issued Common Shares of the Company in the manner set forth in this
prospectus supplement. Any additional Common Shares issued in lieu of
cash will be freely tradable on the NYSE upon their
issuance. Shareholders electing to receive the dividend in newly
issued Common Shares of the Company will receive 0.0528 Common Shares for each
Common Share held by such shareholder on the Record Date, representing a value
of $0.30 based upon the volume-weighted average price of the Common Shares of
$5.98 on the NYSE during the three trading days ending March 4, 2009, less a
five percent (5%) discount.
Each
shareholder electing to receive the dividend in additional Common Shares will
receive a number of additional Common Shares equal to 0.0528 multiplied by the
aggregate number of Common Shares held by such shareholder on the Record Date,
rounded down to the nearest whole Common Share. The amount in cash
equal to the balance of the dividend to such shareholder that has not been
applied to the issuance of additional Common Shares will be contributed by the
Company to a charitable organization, as defined in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, determined by the
Company.
Holders
that owned outstanding Common Shares as of the Record Date that were registered
in their own name will receive by mail an election card to be completed and
returned to the Company’s transfer agent in accordance with the instructions
contained therein. Holders that beneficially owned outstanding Common
Shares as of the Record Date that were registered in the name of a broker,
dealer or other nominee should contact the registered holder of such Common
Shares as soon as possible and instruct such registered holder if they wish to
elect to receive additional Common Shares in lieu of cash. All
shareholder elections must be received by the Company or its agent not later
than 5:00 p.m., New York City time, on the Shareholder Response
Date. The Company notes that there may be public or bank holidays on
or about the Shareholder Response Date. Shareholders are advised to
contact their brokers, dealers or other nominees to ensure timely processing of
their elections.
No
action is required to be taken by shareholders wishing to receive a cash
dividend.
S-4
EXPENSES
The
following are the estimated expenses of the issuance and distribution of the
Common Shares being offered by this prospectus supplement, all of which will be
paid by us.
|
SEC registration
fee
|
$847
|
||
|
Legal fees and
expenses
|
$25,000
|
||
|
Accounting fees and
expenses
|
$25,000
|
||
|
Transfer agent and
registrar
|
$25,000
|
||
|
Miscellaneous
|
$24,153 |
|
|
|
Total
|
$100,000 |
|
|
LEGAL
MATTERS
Certain
legal matters regarding the Common Shares will be passed upon for the Company by
Seward & Kissel LLP, New York, New York, as to matters of United States and
New York law, and by Mello Jones & Martin, Hamilton, Bermuda, as to matters
of Bermuda law.
EXPERTS
The
consolidated financial statements of Ship Finance International Limited for the
years ended December 31, 2005, 2006 and 2007, incorporated into this
prospectus supplement by reference from the Company’s Annual Report on
Form 20-F for the year ended December 31, 2007, have been audited by
MSPC, Certified Public Accountants and Advisors, A Professional Corporation, as
set forth in their report therein, and incorporated by reference herein. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
S-5
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement including exhibits and
schedules thereto on Form F-3 under the Securities Act with respect to the
Common Shares offered hereby. This prospectus supplement, which forms a part of
the registration statement, does not contain all of the information in the
registration statement, as permitted by SEC rules and regulations. For further
information with respect to the Company and the Common Shares offered hereby,
reference is made to the registration statement. In addition, we are subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 and
file reports and other information with the SEC. You can read and copy any
materials we file with the SEC at its Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You can obtain information about the
operation of the SEC’s Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site that contains information we
file electronically, which you can access over the internet at http://www.sec.gov.
Information
Incorporated by Reference
The
SEC allows us to “incorporate by reference” information that we file with, or
furnish to, 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 supplement, and
information that we file later with the SEC before all of the securities offered
by this prospectus are sold will also be considered to be part of this
prospectus supplement and will automatically update and supersede previously
filed information, including information contained in this
document. Please see the section of the accompanying prospectus
entitled “Where You Can Find Additional Information” for a list of the documents
that we have filed with, or furnished to, the SEC and that are incorporated by
reference into this prospectus supplement and the accompanying
prospectus:
We
are also incorporating by reference all subsequent annual reports on Form 20-F
that we file with the SEC and current reports on Form 6-K that we furnish to the
SEC after the date of this prospectus supplement that state they are
incorporated by reference into this prospectus supplement 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 prospectus
supplement.
We
will provide without charge to each person to whom this prospectus is delivered
a copy of any or all of the foregoing documents, and any other documents that
are incorporated herein by reference (other than exhibits, unless those exhibits
are specifically incorporated by reference into those documents) upon written or
oral request. Requests for those documents should be directed to our principal
executive office at the following address:
Ship
Finance International Limited
Par
la Ville Place, 4th Floor
14
Par la Ville Road
Hamilton
HM 08, Bermuda
Tel:
+1 800-715-6374
Email:
ir@shipfinance.no
Attn:
Investor Relations
S-6
Up
to 3,840,869 shares
Common
Stock
____________________
PROSPECTUS
SUPPLEMENT
____________________
March
6, 2009
SK 23153 0001 969671
v5