Registration Statement No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORDIC AMERICAN TANKER SHIPPING LIMITED
(Exact name of registrant as specified in its charter)
Islands of Bermuda 4412 N/A
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification
Code Number)
Nordic American Tanker Seward & Kissel LLP
Shipping Limited Attention: Gary J. Wolfe, Esq.
Attn: Herbjorn Hansson One Battery Park Plaza
Canon's Court New York, New York 10004
22 Victoria Street (212) 574-1200
Hamilton HM 12 (Name, address and telephone
Bermuda number of agent for service)
(441) 298-3207
(Name, address and telephone
number of Registrant's
principal executive office)
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Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, 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. |_|
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. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class Amount to be Proposed Maximum Aggregate Amount of
of Securities to be Registered (1) Offering Price Offering Price Registration Fee
Registered Per Security (2) (1)
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Common Shares, par N/A N/A N/A N/A
value $ 0.01 per
share (3)
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Preferred Shares,
par value $ 0.01
per share N/A N/A N/A N/A
(3)
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Debt Securities N/A N/A N/A N/A
(3)
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Total $500,000,000 100% $500,000,000 $63,350
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $500,000,000 and, if any debt securities are issued at
original issue discount, such greater amount as shall result in net
proceeds of $500,000,000 to the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Also includes such indeterminate amount of debt securities and number of
preferred shares and common shares as may be issued upon conversion of or
in exchange for any other debt securities or preferred shares that provide
for conversion or exchange into other securities.
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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.
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THE INFORMATION IN THIS 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 PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PERMITTED.
Subject to completion - - dated August 11, 2004
[NAT Logo]
$500,000,000
Nordic American Tanker Shipping Limited
Through this prospectus, we may periodically offer:
(1) our common shares,
(2) our preferred shares and
(3) our debt securities.
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
supplement to this prospectus.
The offering price of all securities issued under this prospectus may
not exceed $500,000,000.
Our common shares are currently listed on the American Stock Exchange
and the Oslo Stock Exchange under the symbol "NAT."
The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.
An investment in these securities involves risks. See the section
entitled "Risk Factors" beginning on page 5.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved 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 , 2004
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................5
USE OF PROCEEDS...............................................................13
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS.....................13
RATIO OF EARNINGS TO FIXED CHARGES............................................13
CAPITALIZATION AND INDEBTEDNESS...............................................14
PLAN OF DISTRIBUTION..........................................................14
ENFORCEMENT OF CIVIL LIABILITIES..............................................15
DESCRIPTION OF CAPITAL STOCK..................................................15
DESCRIPTION OF DEBT SECURITIES................................................16
EXPENSES......................................................................24
LEGAL MATTERS.................................................................25
EXPERTS.......................................................................25
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................25
In this prospectus, "we," "us" and "our" all refer to Nordic American
Tanker Shipping Limited.
PROSPECTUS SUMMARY
This section summarizes some of the information that is contained in
other documents incorporated by reference in this prospectus. As an investor or
prospective investor, you should review carefully the risk factors and the more
detailed information contained in such other documents.
We use the term deadweight tonne, or dwt, in describing the size of
tanker vessels. Dwt, expressed in metric tons each of which is equivalent to
1000 kilograms, refers to the maximum weight of cargo and supplies that a tanker
can carry.
Our Company
We are Nordic American Tanker Shipping Limited, an international
tanker company. We own one of the world's youngest Suezmax fleets, consisting of
three double-hull tankers of 151,459 dwt each, delivered from the builder in
1997. We were formed in June 1995 for the purpose of acquiring, disposing,
owning, leasing and chartering our three vessels, which were chartered to BP
Shipping Ltd., or BP Shipping, pursuant to separate "hell and high water"
bareboat charters, which we refer to as the Original Charters. The initial
seven-year term of each of the charters to BP Shipping Ltd. will terminate on
October 1, 2004, subject to a redelivery window for the vessels between
September 1, 2004 and November 1, 2004.
With the expiration of the Original Charters, we have bareboat
chartered one of our vessels to Gulf Navigation Company LLC, or Gulf Navigation,
of Dubai, U.A.E. for a term of five years at a fixed rate of charterhire and the
other two vessels have been chartered to BP Shipping under time charters for a
term of three years each, with the amount of charterhire that we receive based
on the spot market for Suezmex tankers. We believe that our vessels will
continue to qualify for future service with these and other major oil companies.
In addition, we are exploring opportunities to expand our operations and our
fleet.
As our vessels come off time charter or if we expand our fleet, we
intend to manage time and spot charters so as to maintain consistent cash flows
through the long-term time charters, while taking advantage of possibly higher
market rates through shorter-term spot market related time or voyage charters.
Strategy
With the contract to Gulf Navigation in place for one vessel and the
continued employment to BP Shipping for the two other vessels, we will become an
operating company, responsible for providing crew and technical operation of our
vessels. Our objective is to operate our vessels with a focus on quality and
cost effectiveness.
We plan to expand our fleet in a manner that benefits our shareholders
and in a manner that allows us to continue paying dividends. The shipping
industry has shown great volatility in the past and is notoriously difficult to
predict. We intend to pursue a chartering and vessel acquisition policy that
reflects this volatility. We believe that our policy of expansion will represent
a potential we did not have in the past when the operation of our company was
limited to our three existing vessels. When we become an operating company and
enter into a new business phase, the present bye-law restrictions, which have
prevented us from engaging in other business activities, will lapse, and we will
be free to pursue an acquisition policy.
Corporate Structure
We are incorporated under the laws of the Islands of Bermuda. We
maintain our registered offices at Canon's Court, 22 Victoria Street, Hamilton
HM 12, Bermuda. Our telephone number is (441) 298-3207. Our website is
www.nat.bm. Pursuant to our management agreement with Scandic American Shipping
Limited, or the Manager, the Manager provides management, administrative and
advisory services related to the maintenance and operation of our vessels. We
expect the Manager to outsource the technical operation of our vessels to a well
known and high quality technical manager. We expect to establish wholly-owned
separate subsidiaries to own our vessels following their redelivery from the
Original Charters with BP Shipping.
The Securities We May Offer
We may use this prospectus to offer up to $500,000,000 of:
o common shares,
o preferred shares and
o debt securities.
A prospectus supplement will describe the specific types, amounts,
prices, and detailed terms of any of these offered securities and may describe
certain risks associated with an investment in the securities. Terms used in the
prospectus supplement will have the meanings described in this prospectus,
unless otherwise specified.
RISK FACTORS
We are engaged primarily in transporting crude oil and oil products. The
following summarizes some of the risks that may materially affect our business,
financial condition or results of operations.
INDUSTRY SPECIFIC RISK FACTORS
THE CYCLICAL NATURE OF THE TANKER INDUSTRY MAY LEAD TO VOLATILE CHANGES IN
CHARTER RATES AND VESSEL VALUES WHICH MAY ADVERSELY AFFECT OUR EARNINGS
If the tanker market, which has been cyclical, is depressed in the future,
our earnings and available cash flow may decrease. Our ability to recharter our
vessels or to sell them on the expiration or termination of their new charters
and the charter rates payable under our two market related time charters or any
renewal or replacement charters will depend upon, among other things, economic
conditions in the tanker market. Fluctuations in charter rates and tanker values
result from changes in the supply and demand for tanker capacity and changes in
the supply and demand for oil and oil products.
The factors affecting the supply and demand for tankers are outside of our
control, and the nature, timing and degree of changes in industry conditions are
unpredictable. The factors that influence demand for tanker capacity include:
o demand for oil and oil products;
o global and regional economic conditions;
o the distance oil and oil products are to be moved by sea; and
o changes in seaborne and other transportation patterns.
The factors that influence the supply of tanker capacity include:
o the number of newbuilding deliveries;
o the scrapping rate of older vessels; and
o the number of vessels that are out of service.
Our vessels are currently operated under bareboat charters to BP Shipping.
We receive a set minimum base rate charter hire and variable additional hire
under these Original Charters. The amount of additional hire is determined by a
brokers' panel and therefore is subject to variation depending on general tanker
market conditions. Going forward, our two market related time charters with BP
Shipping will also include market related rates. We cannot assure you that we
will receive any minimum level of charterhire for these charters.
COMPLIANCE WITH SAFETY, ENVIRONMENTAL AND OTHER GOVERNMENTAL AND OTHER
REQUIREMENTS MAY ADVERSELY AFFECT OUR BUSINESS
The shipping industry is affected by numerous regulations in the form of
international conventions, national, state and local laws and national and
international regulations in force in the jurisdictions in which such tankers
operate, as well as in the country or countries in which such tankers are
registered. These regulations include the U.S. Oil Pollution Act of 1990, or
OPA, the International Convention on Civil Liability for Oil Pollution Damage of
1969, International Convention for the Prevention of Pollution from Ships, the
IMO International Convention for the Safety of Life at Sea of 1974, or SOLAS,
the International Convention on Load Lines of 1966 and the U.S. Marine
Transportation Security Act of 2002. In addition, vessel classification
societies also impose significant safety and other requirements on our vessels.
We believe our vessels are maintained in good condition in compliance with
present regulatory and class requirements relevant to areas in which they
operate, and are operated in compliance with applicable safety/environmental
laws and regulations. However, regulation of vessels, particularly in the areas
of safety and environmental impact may change in the future and require
significant capital expenditures be incurred on our vessels to keep them in
compliance.
THE VALUE OF OUR VESSELS MAY FLUCTUATE AND COULD RESULT IN A LOWER SHARE PRICE
OF OUR COMMON STOCK
Tanker values have generally experienced high volatility. You should expect
the market value of our oil tankers to fluctuate, depending on general economic
and market conditions affecting the tanker industry and competition from other
shipping companies, types and sizes of vessels, and other modes of
transportation. In addition, as vessels grow older, they generally decline in
value. These factors will affect the value of our vessels. Declining tanker
values could affect our ability to raise cash by limiting our ability to
refinance our vessels and thereby adversely impact our liquidity. If we
determine at any time that a vessel's future limited useful life and earnings
require us to impair its value on our financial statements, that could result in
a charge against our earnings and the reduction of our shareholders' equity. Due
to the cyclical nature of the tanker market, if for any reason we sell vessels
at a time when tanker prices have fallen, the sale may be at less than the
vessel's carrying amount on our financial statements, with the result that we
would also incur a loss and a reduction in earnings.
ANY DECREASE IN SPOT CHARTER RATES IN THE FUTURE MAY ADVERSELY AFFECT OUR
EARNINGS
Two of our vessels will operate on time charters with spot market related
rates, and we may enter into spot charters for our present vessels or any
additional vessels that the we may acquire in the future. Although spot
chartering is common in the tanker industry, the spot charter market may
fluctuate significantly based upon tanker and oil supply and demand. The
successful operation of our vessels in the spot charter market depends upon,
among other things, obtaining profitable spot charters and minimizing, to the
extent possible, time spent waiting for charters and time spent travelling
unladen to pick up cargo. We cannot assure you that future spot charters will be
available at rates sufficient to enable our vessels trading in the spot market
to operate profitably.
Normally, tanker markets are stronger in the fall and winter months (the
fourth and first quarters of the calendar year) in anticipation of increased oil
consumption in the northern hemisphere during the winter months. Unpredictable
weather patterns and variations in oil reserves disrupt tanker scheduling.
Seasonal variations in tanker demand and, as a result, in charter rates will
affect any spot market related rates that we may receive.
COMPANY SPECIFIC RISK FACTORS
WE MAY NOT BE ABLE TO GROW OR TO EFFECTIVELY MANAGE OUR GROWTH
A principal focus of our strategy is to continue to grow by expanding our
operations and adding to our fleet. Our future growth will depend upon a number
of factors, some of which may not be within our control. These factors include
our ability to:
o identify businesses engaged in managing, operating or owning tankers
for acquisitions or joint ventures;
o identify tankers and/or shipping companies for acquisitions;
o integrate any acquired businesses or tankers successfully with our
existing operations;
o hire, train and retain qualified personnel to manage and operate our
growing business and fleet;
o identify additional new markets;
o improve our operating and financial systems and controls; and
o obtain required financing for our existing and new operations.
The failure to effectively identify, purchase, develop and integrate any
tankers or businesses could adversely affect our business, financial condition
and results of operations. Our current operating and financial systems may not
be adequate as we implement our plan to expand the size of our fleet, and our
attempts to improve those systems may be ineffective. If we are unable to
execute the points noted above, our financial condition may be adversely
affected.
INCURRENCE OF EXPENSES OR LIABILITIES MAY REDUCE OR ELIMINATE DISTRIBUTIONS
We have made distributions quarterly since September 1997. It is possible
that we could incur other expenses or contingent liabilities that would reduce
or eliminate the cash available for distribution as dividends. Our loan
agreement prohibits the declaration and payment of dividends if we are in
default under it. In addition, the declaration and payment of dividends is
subject at all times to the discretion of our Board of Directors. We cannot
assure you that we will pay dividends at rates previously paid or at all.
SERVICING OUR DEBT LIMITS FUNDS AVAILABLE FOR OTHER PURPOSES AND IF WE CANNOT
SERVICE OUR DEBT, WE MAY LOSE OUR VESSELS
We must dedicate a part of our cash flow from operations to paying interest
on our indebtedness. These payments limit funds available for working capital,
capital expenditures and other purposes. As of June 30, 2004, we had total
indebtedness of $30 million and a ratio of indebtedness to total capital of 23%.
Our long-term debt is due in one "bullet payment" on October 1, 2007. If we
should become unable to service our debt, this could lead to acceleration of our
debt and the foreclosure of our fleet.
A COURT MAY VOID THE GUARANTEES OF THE NOTES OR SUBORDINATE THE GUARANTEES TO
OUR OTHER OBLIGATIONS
Although standards may vary depending upon applicable law, a court could
void all or a portion of the guarantees of our debt securities or subordinate
the guarantees to our other obligations. If the claims of the holders of our
debt securities against us were voided or held to be subordinated in favor of
our other creditors, the other creditors would be entitled to be paid in full
before any payment could be made on our debt securities. If one or more of the
guarantees is voided or subordinated, we cannot assure you that after providing
for all prior claims, there would be sufficient assets remaining to satisfy the
claims of the holders of our debt securities.
OUR LOAN AGREEMENT CONTAINS, AND IT IS POSSIBLE THAT ANY INDENTURE FOR DEBT
SECURITIES WE ISSUE WILL IMPOSE, RESTRICTIVE COVENANTS WHICH MAY LIMIT OUR
LIQUIDITY AND CORPORATE ACTIVITIES AND PREVENT PROPER SERVICE OF DEBT, WHICH
COULD RESULT IN THE LOSS OF OUR VESSELS
Our loan agreement imposes, and it is possible that any indenture for debt
securities we issue will impose, significant operating and financial
restrictions on us. These restrictions may limit our ability to:
o incur additional indebtedness;
o create liens on our assets;
o make investments;
o engage in mergers or acquisitions;
o pay dividends and make capital expenditures;
o change the management of our vessels or terminate or materially amend
the management agreement relating to each vessel; and
o sell our vessels.
Therefore, we may need to seek permission from our lenders in order to
engage in some corporate actions. Our lenders' interests may be different from
ours and we cannot guarantee that we will be able to obtain our lenders'
permission when needed. This may prevent us from taking actions that are in our
best interest.
WE ARE HIGHLY DEPENDENT ON THE CHARTERERS OF OUR VESSELS
We are highly dependent on the due performance of the charterers of our
vessels of their obligations under the charters and by their guarantors. Any
failure by the charterers, or by their guarantors, to perform their obligations
could result in enforcement by our lenders of their rights including foreclosing
on the mortgages over the vessels, all of which are pledged to the lenders, and
the consequent forfeiture of our vessels. Our shareholders do not have any
recourse against the charterers, or their guarantors. Our ability to recharter
or sell the vessels if any of the charterers, or their guarantors, defaults
would be subject to the rights of the lenders. In addition, if a charterer were
to default on its obligations or not exercise a charter extension option, we may
be required to change the flagging or registration of the related vessel and may
incur additional costs, including maintenance and crew costs.
OUR VESSELS OPERATE IN THE HIGHLY COMPETITIVE INTERNATIONAL TANKER MARKET AND
ITS POSITION COULD BE ADVERSELY AFFECTED BY THE TERMINATION OF THE CHARTERS
The operation of tanker vessels and transportation of crude and petroleum
products and the other businesses in which we operate are extremely competitive.
Competition arises primarily from other tanker owners, including major oil
companies as well as independent tanker companies, some of whom have
substantially greater resources. Competition for the transportation of oil and
oil products can be intense and depends on price, location, size, age, condition
and the acceptability of the tanker and its operators to the charterers. While
our vessels are on time and bareboat charter, we are not exposed to the risk
associated with this competition. However, when we become an operating company,
at which time we will have two charters with BP Shipping and one charter with
Gulf Navigation, we will have to compete with other tanker owners, including
major oil companies as well as independent tanker companies.
WE MAY BE UNABLE TO ATTRACT AND RETAIN KEY MANAGEMENT PERSONNEL AND OTHER
EMPLOYEES IN THE TANKER INDUSTRY, WHICH MAY NEGATIVELY AFFECT THE EFFECTIVENESS
OF OUR MANAGEMENT AND OUR RESULTS OF OPERATIONS
Our success depends to a significant extent upon the abilities and efforts
of our management team. We do not currently have long term employment contracts
with any of our senior executives, including Herbjorn Hansson, our Chairman and
Chief Executive Officer and Rolf Amundsen, our Chief Financial Officer. Our
success will depend upon our ability to hire and retain key members of our
management team. The loss of any of these individuals could adversely affect our
business prospects and financial condition. Difficulty in hiring and retaining
personnel could adversely affect our results of operations. We do not maintain
"key man" life insurance on any of our officers.
OUR VESSELS MAY SUFFER DAMAGE AND WE MAY FACE UNEXPECTED DRYDOCKING COSTS WHICH
COULD AFFECT OUR CASH FLOW AND FINANCIAL CONDITION
If our vessels suffer damage, they may need to be repaired at a drydocking
facility. The costs of drydock repairs are unpredictable and can be substantial.
We may have to pay drydocking costs that our insurance does not cover. This
would decrease earnings.
PURCHASING AND OPERATING SECONDHAND VESSELS MAY RESULT IN INCREASED OPERATING
COSTS WHICH COULD ADVERSELY AFFECT OUR EARNINGS AND AS OUR FLEET AGES, THE RISKS
ASSOCIATED WITH OLDER VESSELS COULD ADVERSELY AFFECT OUR OPERATIONS
Our current business strategy includes additional growth through the
acquisition of additional new and secondhand vessels. While we will normally
inspect secondhand vessels prior to purchase, this does not normally provide us
with the same knowledge about their condition that we would have had if these
vessels had been built for and operated exclusively by us. Also, we may not
receive the benefit of warranties from the builders if the vessels we buy are
older than one year.
In general, the costs to maintain a vessel in good operating condition
increase with the age of the vessel. Older vessels are typically less
fuel-efficient than more recently constructed vessels due to improvements in
engine technology. Cargo insurance rates increase with the age of a vessel,
making older vessels less desirable to charterers. All of the vessels in our
current fleet were built in 1997.
Governmental regulations, safety or other equipment standards related to
the age of vessels may require expenditures for alterations, or the addition of
new equipment, to our vessels and may restrict the type of activities in which
the vessels may engage. We cannot assure you that, as our vessels age, market
conditions will justify those expenditures or enable us to operate our vessels
profitably during the remainder of their useful lives. If we sell vessels, we
are not certain that the price for which we sell them will equal at least their
net carrying amount at that time.
SHIPPING COMPANIES GENERALLY MUST CONDUCT OPERATIONS IN MANY PARTS OF THE WORLD,
AND ACCORDINGLY THEIR VESSELS ARE EXPOSED TO INTERNATIONAL RISKS WHICH COULD
REDUCE REVENUE OR INCREASE EXPENSES
Shipping companies conduct global operations. Changing economic, regulatory
and political conditions in some countries, including political and military
conflicts, have from time to time resulted in attacks on vessels, mining of
waterways, piracy, terrorism and other efforts to disrupt shipping. The
terrorist attacks against targets in the United States on September 11, 2001,
the military response by the United States and the recent conflict in Iraq may
increase the likelihood of acts of terrorism worldwide. Acts of terrorism,
regional hostilities or other political instability could affect trade patterns
and reduce our revenue or increase our expenses.
TERRORIST ATTACKS, SUCH AS THE ATTACKS ON THE UNITED STATES ON SEPTEMBER 11,
2001, AND OTHER ACTS OF VIOLENCE OR WAR MAY AFFECT THE FINANCIAL MARKETS AND OUR
BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Terrorist attacks such as the attacks on the United States on September 11,
2001 and the United States' continuing response to these attacks, as well as the
threat of future terrorist attacks, continues to cause uncertainty in the world
financial markets. The recent conflict in Iraq may lead to additional acts of
terrorism and armed conflict around the world, which may contribute to further
economic instability in the global financial markets, including the energy
markets. Future terrorist attacks, such as the attack on the M.T. Limburg in
October 2002, may also negatively affect our operations and financial condition
and directly impact our vessels or our customers. Future terrorist attacks could
result in increased volatility of the financial markets in the United States and
globally and could result in an economic recession in the United States or the
world. Any of these occurrences could have a material adverse impact on our
operating results, revenue and costs.
WE MAY NOT HAVE ADEQUATE INSURANCE AFTER OUR ORIGINAL CHARTERS EXPIRE
There are a number of risks associated with the operation of ocean-going
vessels, including mechanical failure, collision, human error, war, terrorism,
property loss, cargo loss or damage and business interruption due to political
circumstances in foreign countries, hostilities and labor strikes. Any of these
events may result in loss of revenues, increased costs and decreased cash flows.
In addition, following the terrorist attack in New York City on September 11,
2001, and the military response of the United States, the likelihood of future
acts of terrorism may increase, and our vessels may face higher risks of attack.
Future hostilities or other political instability, as shown by the attack on the
M.T. Limburg in Yemen in October 2002, could affect our trade patterns and
adversely affect our operations and our revenues, cash flows and profitability.
In addition, the operation of any vessel is subject to the inherent possibility
of marine disaster, including oil spills and other environmental mishaps, and
the liabilities arising from owning and operating vessels in international
trade. Under our Original Charters, the charterer bears all risks associated
with the operation of our vessels including any total loss of one or more
vessels. However, we cannot assure investors that we will adequately insure
against all risks after expiration of the existing charters. We may not be able
to obtain adequate insurance coverage at reasonable rates for our fleet in the
future and the insurers may not pay particular claims. For example, a
catastrophic spill could exceed our insurance coverage and have a material
adverse effect on our financial condition. In addition, we may not be able to
procure adequate insurance coverage at commercially reasonable rates in the
future and we cannot guarantee that any particular claim will be paid. In the
past, new and stricter environmental regulations have led to higher costs for
insurance covering environmental damage or pollution, and new regulations could
lead to similar increases or even make this type of insurance unavailable.
Furthermore, even if insurance coverage is adequate to cover our losses, we may
not be able to timely obtain a replacement ship in the event of a loss. We may
also be subject to calls, or premiums, in amounts based not only on our own
claim records but also the claim records of all other members of the protection
and indemnity associations through which we receive indemnity insurance coverage
for tort liability. Our payment of these calls could result in significant
expenses to us which could reduce our cash flows and place strains on our
liquidity and capital resources.
ARRESTS OF OUR VESSELS BY MARITIME CLAIMANTS COULD CAUSE A SIGNIFICANT LOSS OF
EARNINGS FOR THE RELATED OFF HIRE PERIOD
Crew members, suppliers of goods and services to a vessel, shippers of
cargo and other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a maritime
lienholder may enforce its lien by "arresting" or "attaching" a vessel through
foreclosure proceedings. The arrest or attachment of one or more of our vessels
could result in a significant loss of earnings for the related off-hire period.
In addition, in jurisdictions where the "sister ship" theory of liability
applies, a claimant may arrest both the vessel which is subject to the
claimant's maritime lien and any "associated" vessel, which is any vessel owned
or controlled by the same owner. In countries with "sister ship" liability laws,
claims might be asserted against us, any of our vessels for liabilities of other
vessels that we own.
GOVERNMENTS COULD REQUISITION OUR VESSELS DURING A PERIOD OF WAR OR EMERGENCY,
RESULTING IN A LOSS OF EARNINGS
A government could requisition for title or seize our vessels. Requisition
for title occurs when a government takes control of a vessel and becomes her
owner. Also, a government could requisition our vessels for hire. Requisition
for hire occurs when a government takes control of a vessel and effectively
becomes her charterer at dictated charter rates. Although we, as owner, would be
entitled to compensation in the event of a requisition, the amount and timing of
payment would be uncertain.
WE MAY HAVE TO PAY TAX ON UNITED STATES SOURCE INCOME, WHICH WOULD REDUCE OUR
EARNINGS
Under the United States Internal Revenue Code of 1986, or the Code, a
portion of the gross or net shipping income of a vessel owning or chartering
corporation, such as ourselves and our subsidiaries (if any), may be subject to
a 4% United States federal income tax on 50% of its gross shipping income that
is attributable to transportation that begins or ends, but that does not both
begin and end, in the U.S., unless that corporation is entitled to a special tax
exemption under the Code which applies to the international shipping income
derived by some non-United States corporations. We expect that we qualify for
this statutory tax exemption and we will take this position for U.S. tax return
reporting purposes. However, there are several risks that could cause us to
become taxed on our U.S. source income. In addition, due to the absence of final
Treasury regulations or other definitive authority concerning some aspects of
this tax exemption under the relevant provisions of the Code and to the factual
nature of the issues involved, we can give no assurances on our tax-exempt
status.
If we are not entitled to this statutory tax exemption for any taxable
year, we could be subject for those years to an effective 4% United States
federal income tax on the portion of the income these companies derive during
the year from United States sources. The imposition of this taxation would have
a negative effect on our business and would result in decreased earnings
available for distribution to our shareholders.
IF U.S. TAX AUTHORITIES WERE TO TREAT US AS A "PASSIVE FOREIGN INVESTMENT
COMPANY," THAT COULD HAVE ADVERSE CONSEQUENCES ON U.S. HOLDERS
A foreign corporation will be treated as a "passive foreign investment
company" for U.S. Federal income tax purposes if either (1) at least 75% of its
gross income for any taxable year consists of certain types of "passive income,"
or (2) at least 50% of the average value of the corporation's assets produce, or
are held for the production of, such types of "passive income." For purposes of
these tests, "passive income" includes dividends, interest, and gains from the
sale or exchange of investment property and rents and royalties other than rents
and royalties which are received from unrelated parties in connection with the
active conduct of trade or business. For purposes of these tests, income derived
from the performance of services does not constitute "passive income." Those
holders of a passive foreign investment company who are citizens or residents of
the United States or domestic entities would be subject to a special adverse
U.S. Federal income tax regime with respect to the income derived by the passive
foreign investment company, the distributions they receive from the passive
foreign investment company and the gain, if any, they derive from the sale or
other disposition of their shares in the passive foreign investment company.
Based on our current operations and future projections, we believe that we
will no longer be a passive foreign investment company with respect to the
taxable year 2005 and thereafter. Since we expect to derive more than 25% of our
income each year from our time chartering and voyage chartering activities, we
believe that such income will be treated for relevant U.S. Federal income tax
purposes as services income, rather than rental income. Correspondingly, such
income should not constitute "passive income," and the assets that we own and
operate in connection with the production of that income, in particular our
vessels, should not constitute passive assets for purposes of determining
whether we are a passive foreign investment company in any taxable year.
However, no assurance can be given that the Internal Revenue Service will accept
this position or that we would not constitute a passive foreign investment
company for any future taxable year if there were to be changes in the nature
and extent of our operations.
INTEREST RATE FLUCTUATIONS MAY SIGNIFICANTLY AFFECT OUR LOAN PAYMENTS, WHICH
COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION
Our current loan bears interest at floating rates. Increases in prevailing
rates could increase the amounts that we would have to pay to our lenders.
Increases in prevailing rates could increase the amounts that we would have to
pay to our lenders.
BECAUSE WE ARE A FOREIGN CORPORATION, YOU MAY NOT HAVE THE SAME RIGHTS THAT A
SHAREHOLDER IN A U.S. CORPORATION MAY HAVE.
We are a Bermuda exempted company. Our memorandum of association and
bye-laws and The Companies Act, 1981 of Bermuda (the "Companies Act") govern our
affairs. The Companies Act does not as clearly establish your rights and the
fiduciary responsibilities of our directors as do statutes and judicial
precedent in some U.S. jurisdictions. Therefore, you may have more difficulty in
protecting your interests as a shareholder in the face of actions by the
management, directors or controlling shareholders than would shareholders of a
corporation incorporated in a United States jurisdiction. There is a statutory
remedy under Section 111 of The Companies Act which provides that a shareholder
may seek redress in the courts as long as such shareholder can establish that
our affairs are being conducted, or have been conducted, in a manner oppressive
or prejudicial to the interests of some part of the shareholders, including such
shareholder. However, the principles governing Section 111 have not been well
developed.
USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we will use the
net proceeds from the sale of securities offered by this prospectus for capital
expenditures, repayment of indebtedness, working capital, to make acquisitions
and for general corporate purposes.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Matters discussed in this document 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 statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are including this cautionary
statement in connection with this safe harbor legislation. This document 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," "except,"
"anticipate," "intends," "estimate," "forecast," "project," "plan," "potential,"
"will," "may," "should," "expect," "pending" 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 in
this prospectus, and in the documents incorporated by reference in this
prospectus, 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 and currencies, general market conditions,
including fluctuations in charterhire rates and vessel values, changes in demand
in the tanker market, as a result of changes in OPEC's petroleum production
levels and world wide oil consumption and storage, changes in our operating
expenses, including bunker prices, drydocking and insurance costs, changes in
the market for our vessels, availability of financing and refinancing, changes
in governmental rules and regulations or actions taken by regulatory authorities
including those that may limit the commercial useful lives of oil tankers,
potential liability from pending or future litigation, general domestic and
international political conditions, potential disruption of shipping routes due
to accidents or political events, and other important factors described from
time to time in the reports we file with the Securities and Exchange Commission
and the American Stock Exchange.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
each of the preceding five fiscal years and the six months ending June 30, 2004
and 2003.
SIX MONTHS
ENDING
FISCAL YEAR JUNE 30
--------------------------------------------
2003 2002 2001 2000 1999 2004 2003
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges 16.6 6.0 12.0 16.6 4.3 25.7 19.5
Ratio of earnings to combined
fixed charges and preferred stock
dividends(1) 16.6 6.0 12.0 16.6 4.3 25.7 19.5
----------
(1) We have not issued any preferred stock as of the date of this prospectus.
CAPITALIZATION AND INDEBTEDNESS
As of
June 30, 2004
-------------
Debt:
Current liabilities 177,327
Long term debt $ 30,000,000
------------
Total debt $ 30,177,327
Stockholder's equity
Common stock $ 97,066
Additional paid-in capital $100,921,380
------------
Total shareholder's equity $101,018,446
------------
Total Capitalization $131,195,773
============
PLAN OF DISTRIBUTION
We may sell or distribute the securities included in this Registration
Statement through underwriters, through agents, to dealers, in private
transactions, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.
In addition, we may sell some or all of the securities included in this
Registration Statement through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
In addition, we may enter into option or other types of transactions that
require us to deliver common shares to a broker-dealer, who will then resell or
transfer the common shares under this prospectus.
Any broker-dealers or other persons acting on our behalf that participate
with us in the distribution of the shares may be deemed to be underwriters and
any commissions received or profit realized by them on the resale of the shares
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act. As of the date of this
prospectus, we are not a party to any agreement, arrangement or understanding
between any broker or dealer and us with respect to the offer or sale of the
securities pursuant to this prospectus.
At the time that any particular offering of securities is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.
We will bear costs relating to all of the securities being registered under
this Registration Statement.
ENFORCEMENT OF CIVIL LIABILITIES
We are a Bermuda company, and our executive offices and administrative
activities and assets, as well as those of certain of the experts named in this
prospectus, are located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon us or those persons or to enforce both in the United States and outside the
United States judgments against us or those persons obtained in United States
courts in any action, including actions predicated upon the civil liability
provisions of the federal securities laws of the United States. In addition,
most of our directors and officers are residents of jurisdictions other than the
United States, and all or a substantial portion of the assets of those persons
are or may be located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States on
those persons or to enforce against them judgments obtained in United States
courts, including judgments predicated upon the civil liability provisions of
the federal securities laws of the United States. We have been advised by our
legal counsel in Bermuda, Appleby Spurling Hunter, that there is uncertainty as
to whether the courts of Bermuda would (i) enforce judgments of United States
courts obtained against us or such persons predicated upon the civil liability
provisions of the federal securities laws of the United States or (ii) entertain
original actions brought in Bermuda courts against us or such persons predicated
upon the federal securities laws of the United States.
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock
Under our Memorandum of Association, our authorized capital stock consists
of 51,200,000 common shares, par value $0.01 per share, 9,706,606 of which are
issued and outstanding. All of our shares are in registered form.
Share History
In September 1995, we offered and sold to the public 11,731,613 warrants at
the initial public offering price of $5.00 per warrant. On September 30, 1997
all of our outstanding warrants were exercised at an exercise price of $10.21
per warrant. We received a total of $119,779,768.73 by issuing a total of
11,731,613 new common shares, par value $.01. On November 30, 1998, our
shareholders approved a proposal to allow us to borrow money for the purpose of
repurchasing our common shares. On December 28, 1998, we purchased 2,107,244
common shares through a "Dutch Auction" self-tender offer at a price of $12.50
per share. After the repurchase, a total of 9,706,606 common shares were in
issue.
Common Shares
As of the date of this prospectus, we have 9,706,606 common shares issued
and outstanding. Each outstanding common share entitles the holder to one vote
on all matters submitted to a vote of shareholders. Subject to preferences that
may be applicable to any outstanding preferred shares, holders of common shares
are entitled to receive ratably all dividends, if any, declared by the board of
directors out of funds legally available for dividends. Holders of common shares
do not have conversion, redemption or preemptive rights to subscribe to any or
our securities. All outstanding common shares are fully paid and nonassessable.
The rights, preferences and privileges of holders of common shares are subject
to the rights of the holders of any preferred shares which we may issue in the
future.
Our common shares are listed on the American Stock Exchange and the Oslo
Stock Exchange under the symbol "NAT."
Preferred Shares
The material terms of any series of preferred stock that we offer through a
prospectus supplement will be described in that prospectus supplement.
The board of directors has the authority with the sanction of a
shareholder's resolution to issue preferred shares in one or more series and to
determine the rights, preferences and restrictions, with respect to, among other
things, dividends, conversion, voting, redemption, liquidation and the number of
shares constituting any series. The issuance of preferred shares may have the
effect of delaying, deferring or preventing a change in control of Nordic
American Tanker Shipping Limited without further action by the shareholders. The
issuance of preferred shares with voting and conversion rights may adversely
affect the voting power of the holders of common shares.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under
one or more indentures, each dated as of a date on or prior to the issuance of
the debt securities to which it relates. We may issue senior debt securities and
subordinated debt securities pursuant to separate indentures, a senior indenture
and a subordinated indenture, respectively, in each case between us and the
trustee named in the indenture. These indentures will be filed either as
exhibits to an amendment to this Registration Statement or a prospectus
supplement, or as an exhibit to a Securities Exchange Act of 1934, or Exchange
Act, report that will be incorporated by reference to the Registration Statement
or a prospectus supplement. We will refer to any or all of these reports as
"subsequent filings." The senior indenture and the subordinated indenture, as
amended or supplemented from time to time, are sometimes referred to
individually as an "indenture" and collectively as the "indentures." Each
indenture will be subject to and governed by the Trust Indenture Act. The
aggregate principal amount of debt securities which may be issued under each
indenture will be unlimited and each indenture will contain the specific terms
of any series of debt securities or provide that those terms must be set forth
in or determined pursuant to, an authorizing resolution, as defined in the
applicable prospectus supplement, and/or a supplemental indenture, if any,
relating to such series.
Our statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions, 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 described below in the applicable prospectus supplement or
supplemental indenture.
General
The material terms of any series of senior or subordinated debt securities
that we offer through a prospectus supplement will be described in that
prospectus supplement. You should read the subsequent filings relating to the
particular series of debt securities for the following terms of the offered debt
securities:
o the designation, aggregate principal amount and authorized
denominations;
o the issue price, expressed as a percentage of the aggregate principal
amount;
o the maturity date;
o the interest rate per annum, if any;
o 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;
o any optional or mandatory sinking fund provisions or conversion or
exchangeability provisions;
o 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;
o if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which offered debt securities of the
series will be issuable;
o 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;
o any events of default not set forth in this prospectus;
o 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;
o 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;
o whether interest will be payable in cash or additional securities at
our or the holders' option and the terms and conditions upon which the
election may be made;
o 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;
o 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;
o any restrictive covenants or other material terms relating to the
offered debt securities, which may not be inconsistent with the
applicable indenture;
o whether the offered debt securities will be issued in the form of
global securities or certificates in registered or bearer form;
o any terms with respect to subordination;
o any listing on any securities exchange or quotation system;
o additional provisions, if any, related to defeasance and discharge of
the offered debt securities; and
o the applicability of any guarantees.
Unless otherwise indicated in subsequent filings relating to the indenture,
principal, premium and interest will be payable and the debt securities will be
transferable at the corporate trust office of the applicable trustee. Unless
other arrangements are made or set forth in subsequent filings or a supplemental
indenture, principal, premium and interest will be paid by checks mailed to the
holders at their registered addresses.
Unless otherwise indicated in subsequent filings, the debt securities will
be issued only in fully registered form without coupons, in denominations of
$1,000 or any integral multiple thereof. 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.
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. United States federal income consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings relating to those securities.
We refer you to applicable subsequent filings with respect to any deletions
or additions or modifications from the description contained in this prospectus.
Covenants
Any series of offered debt securities may have covenants in addition to or
differing from those included in the applicable indenture which will be
described in subsequent filings prepared in connection with the offering of such
securities, limiting or restricting, among other things:
o the ability of us to incur either secured or unsecured debt, or both;
o the ability to make certain payments, dividends, redemptions or
repurchases;
o our ability to create dividend and other payment restrictions;
o our ability to make investments;
o mergers and consolidations by us;
o sales of assets by us;
o our ability to enter into transactions with affiliates;
o our ability to incur liens; and
o sale and leaseback transactions.
Modification of the Indentures
Each indenture and the rights of the respective holders may be modified by
us only with the consent of holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of all series under the
respective indenture affected by the modification, taken together as a class.
But no modification that:
(1) changes the amount of securities whose holders must consent to an
amendment, supplement or waiver;
(2) reduces the rate of or changes the interest payment time on any
security or alters its redemption provisions (other than any
alteration to any such section which would not materially adversely
affect the legal rights of any holder under the indenture) or the
price at which we are required to offer to purchase the securities;
(3) reduces the principal or changes the maturity of any security or
reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation;
(4) waives a default or event of default in the payment of the principal
of or interest, if any, on any security (except a rescission of
acceleration of the securities of any series by the holders of at
least a majority in principal amount of the outstanding securities of
that series and a waiver of the payment default that resulted from
such acceleration);
(5) makes the principal of or interest, if any, on any security payable in
any currency other than that stated in the security;
(6) makes any change with respect to holders' rights to receive principal
and interest, the terms pursuant to which defaults can be waived,
certain modifications affecting shareholders or certain
currency-related issues; or
(7) waives a redemption payment with respect to any security or change any
of the provisions with respect to the redemption of any securities
will be effective against any holder without his consent. In addition,
other terms as specified in subsequent filings may be modified without the
consent of the holders.
Events of Default
Each indenture defines an event of default for the debt securities of any
series as being any one of the following events:
o default in any payment of interest when due which continues for 30
days;
o default in any payment of principal or premium when due;
o default in the deposit of any sinking fund payment when due;
o default in the performance of any covenant in the debt securities or
the applicable indenture which continues for 60 days after we receive
notice of the default;
o default under a bond, debenture, note or other evidence of
indebtedness for borrowed money by us or our subsidiaries (to the
extent we are directly responsible or liable therefor) having a
principal amount in excess of a minimum amount set forth in the
applicable subsequent filing, whether such indebtedness now exists or
is hereafter created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, without
such acceleration having been rescinded or annulled or cured within 30
days after we receive notice of the default; and
o events of bankruptcy, insolvency or reorganization.
An event of default of one series of debt securities does not necessarily
constitute an event of default with respect to any other series of debt
securities.
There may be such other or different events of default as described in an
applicable subsequent filing with respect to any class or series of offered debt
securities.
In case an event of default occurs and continues for the debt securities of
any series, the applicable trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities then outstanding of that
series may declare the principal and accrued but unpaid interest of the debt
securities of that series to be due and payable. Any event of default for the
debt securities of any series which has been cured may be waived by the holders
of a majority in aggregate principal amount of the debt securities of that
series then outstanding.
Each indenture requires us to file annually after debt securities are
issued under that indenture with the applicable trustee a written statement
signed by two of our officers as to the absence of material defaults under the
terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the holders to do so, except notice of a default in payment of principal,
premium or interest.
Subject to the duties of the trustee in case an event of default occurs and
continues, each indenture provides that the trustee is under no obligation to
exercise any of its rights or powers under that indenture at the request, order
or direction of holders unless the holders have offered to the trustee
reasonable indemnity. Subject to these provisions for indemnification and the
rights of the trustee, each indenture provides that the holders of a majority in
principal amount of the debt securities of any series then outstanding 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 as long as the exercise of that right does not conflict with any law
or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with the option to be discharged
from any and all obligations in respect of the debt securities issued thereunder
upon the deposit with the trustee, in trust, of money or U.S. government
obligations, or both, which through the payment of interest and principal in
accordance with their terms will provide money in an amount sufficient to pay
any installment of principal, premium and interest on, and any mandatory sinking
fund payments in respect of, the debt securities on the stated maturity of the
payments in accordance with the terms of the debt securities and the indenture
governing the debt securities. This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders. This discharge
would not apply to our obligations to register the transfer or exchange of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and hold moneys for payment in trust.
Defeasance of Certain Covenants
The terms of the debt securities provide us with the right to omit
complying with specified covenants and that specified events of default
described in a subsequent filing will not apply. In order to exercise this
right, we will be required to deposit with the trustee money or U.S. government
obligations, or both, which through the payment of interest and principal will
provide money in an amount sufficient to pay principal, premium, if any, and
interest on, and any mandatory sinking fund payments in respect of, the debt
securities on the stated maturity of such payments in accordance with the terms
of the debt securities and the indenture governing such debt securities. We will
also be required to deliver to the trustee an opinion of counsel to the effect
that we have received from, or there has been published by, the IRS a ruling to
the effect that the deposit and related covenant defeasance will not cause the
holders of such series to recognize income, gain or loss for federal income tax
purposes.
A subsequent filing may further describe the provisions, if any, of any
particular series of offered debt securities permitting a discharge defeasance.
Global Securities
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 an applicable subsequent filing 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
debt securities in definitive certificated form, a global security may not be
transferred except as a whole by the depository for the global security to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will 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 an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global
security with or on behalf of the depository for the global security, the
depository will credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by that global security to
the accounts of institutions that have accounts with the 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 interest through such participating institutions.
Ownership of beneficial interests by participating institutions in the global
security will be shown on, and the transfer of the beneficial interests will be
effected only through, records maintained by the depository for the global
security or by its nominee. Ownership of beneficial interests in the global
security by persons that hold through participating institutions will be shown
on, and the transfer of the 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 the securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the
registered owner of that global security, the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the
indenture. Accordingly, each person owning a beneficial interest in the 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 the 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 the 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 specified in an applicable subsequent filings, payments of
principal, premium and interest on debt securities represented by global
security registered in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.
We expect that the depository for any debt securities represented by a
global security, 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 the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global security held through those 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 registered in street
names, and will be the responsibility of those participating institutions. None
of us, the trustees 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 those beneficial
interests.
Unless otherwise specified in the applicable subsequent filings, a global
security of any series will be exchangeable for certificated debt securities of
the same series only if:
o 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 after we receive the notice or become aware of the
ineligibility,
o we in our sole discretion determine that the global securities shall
be exchangeable for certificated debt securities, or
o there shall have occurred and be continuing an event of default under
the applicable indenture with respect to the debt securities of that
series.
Upon any exchange, owners of beneficial interests in the global security or
securities will be entitled to physical delivery of individual debt securities
in certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected to be
provided by the depository's relevant participating institutions to the
applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's
partnership nominee.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with DTC. DTC also
facilitates the settlement among participating institutions of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participating institutions'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participating institutions include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial relationship with a direct
participating institution, either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.
To facilitate subsequent transfers, the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their registration in the name of Cede & Co. will effect no change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC's records reflect only the identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating institutions remain
responsible for keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participating
institutions, by direct participating institutions to indirect participating
institutions, and by direct participating institutions and indirect
participating institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect.
Neither DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s consenting or
voting rights to those direct participating institutions to whose accounts the
debt securities are credited on the record date.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the debt securities of a series represented by global securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.
To the extent that any debt securities provide for repayment or repurchase
at the option of the holders thereof, a beneficial owner shall give notice of
any option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution's
interest in the global security or securities representing the interest, on
DTC's records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC's records.
DTC may discontinue providing its services as securities depository for the
debt securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.
We may decide to discontinue use of the system of book-entry transfers
through the securities depository. In that event, debt security certificates
will be printed and delivered as described above.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.
EXPENSES
The following are the estimated expenses of the issuance and distribution
of the securities being registered under the registration statement of which
this prospectus forms a part, all of which will be paid by us.
SEC registration fee $ 63,350
Printing and engraving expenses $ 10,000
Legal fees and expenses $100,000
AMEX Listing Fee --
Accounting fees and expenses 100,000
Transfer agent and registrar --
Miscellaneous $ 75,000
--------
Total $348,350
========
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. law and by Appleby Spurling Hunter with respect to matters of Bermuda
law.
EXPERTS
The financial statements incorporated in this prospectus by reference from
our Annual Report on Form 20-F for the year ended December 31, 2003, filed with
the SEC on June 30, 2004, have been audited by Deloitte Statsautoriserte
Revisorer AS, independent accountants, as stated in their report, which is
incorporated in this prospectus by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Government Filings
We file annual and special reports within the Securities and Exchange
Commission. You may read and copy any document that we file at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. You may obtain information on the operation
of the public reference room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
In addition, you can obtain information about us at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
Information Incorporated by Reference
The SEC 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 SEC 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 our Annual Report on Form 20-F for the fiscal
year ended December 31, 2003, filed with the SEC on June 30, 2004, which
contains audited consolidated financial statements for the most recent fiscal
year for which those statements have been filed. We also incorporate by
reference the reports of our 2004 first and second quarter results, filed with
the SEC on Form 6-K on April 14, 2004 and July 13, 2004, respectively, which
contain unaudited consolidated financial statements for the most recent quarter
for which those statements have been filed. Additionally, we incorporate by
reference the information filed on Form 6-K on July 26, 2004 and any future
filings we will make with the SEC under the Securities Exchange Act if such
filings state that they are incorporated by reference into this prospectus,
until we file a post-effective amendment indicating that the offering of
securities made by this prospectus has been completed.
You may request a free copy of the above mentioned filing or any subsequent
filing we incorporated by reference to this prospectus by writing or telephoning
us at the following address:
Nordic American Tanker Shipping Limited
Attn: Herbjorn Hansson
Canon's Court
22 Victoria Street
Hamilton HM 12
Bermuda
(441) 298-3207 http://www.nat.bm
Information Provided by the Company
We will furnish holders of our ordinary shares with annual reports
containing audited financial statements and a report by our independent public
accountants, and intend to furnish quarterly reports containing selected
unaudited financial data for the first three quarters of each fiscal year. The
audited financial statements will be prepared in accordance with United States
generally accepted accounting. As a "foreign private issuer," we are exempt from
the rules under the Securities Exchange Act prescribing the furnishing and
content of proxy statements to shareholders. While we furnish proxy statements
to shareholders in accordance with the rules of the American Stock Exchange,
those proxy statements do not conform to Schedule 14A of the proxy rules
promulgated under the Exchange Act. In addition, as a "foreign private issuer,"
we are exempt from the rules under the Exchange Act relating to short swing
profit reporting and liability.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
-------------------------------
Item 8. Indemnification of Directors and Officers.
The Bye-Laws of the Registrant provide that:
Subject to the proviso below, every Director, officer of the Company
and member of a committee constituted under Bye-Law 90 shall be indemnified
out of the funds of the Company against all civil liabilities loss damage
or expense (including but not limited to liabilities under contract, tort
and statute or any applicable foreign law or regulation and all reasonable
legal and other costs and expenses properly payable) incurred or suffered
by him as such Director, officer or committee member and the indemnity
contained in this Bye-Law shall extend to any person acting as a Director,
officer or committee member in the reasonable belief that he has been so
appointed or elected notwithstanding any defect in such appointment or
election PROVIDED ALWAYS that the indemnity contained in this Bye-Law shall
not extend to any matter which would render it void pursuant to the
Companies Acts.
The Companies Act, 1981 of Bermuda provides as follows:
Section 98 of the Companies Act of 1981 of the Islands of Bermuda, as
amended, or the Companies Act, permits the Bye-Laws of a Bermuda company to
contain a provision exempting or indemnifying a director or officer of the
company for any loss arising or liability attaching to him by virtue of any
rule of law in respect of any negligence default, breach of duty or breach
of trust of which the officer or person may be guilty in relation to the
company or any subsidiary thereof.
Section 98 of the Companies Act grants companies the power to
indemnify any officer or auditor against any liability incurred by him in
defending any proceeding, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted or when relief is granted
to him by the court under section 281 of the Companies Act.
Section 98A of the Companies Act permits a company to purchase and
maintain insurance or make other financial arrangements for the benefit of
any officer for any liability incurred by him in his or her capacity as a
director or officer or indemnifying such an officer in respect of any loss
arising or liability attaching to him by virtue of any rule of law in
respect of negligence, default, breach of duty or breach of trust of which
the officer may be guilty in relation to the company or any subsidiary.
While the Company has not previously maintained such insurance, it is
currently in the process of applying for and attempting to procure such a
policy for current and prior directors.
Item 9. Exhibits
Exhibit Number Description
-------------- -----------
1.1 Underwriting Agreement (for equity securities)*
1.2 Underwriting Agreement (for debt securities)*
4.1 Form of Common Share Certificate+
4.2 Preferred Share Certificate*
4.3 Debt Securities Indenture (senior indenture)*
4.4 Debt Securities Indenture (subordinated indenture)*
5.1 Opinion of Appleby Spurling Hunter, Bermuda counsel to Nordic
American Tanker Shipping Limited (the "Company") as to the
validity of the common stock, preferred stock and debt securities
5.2 Opinion of Seward & Kissel LLP, United States counsel to the
Company as to the validity of the common stock, preferred stock
and debt securities
5.3 Opinion of Seward & Kissel LLP, with respect to certain tax
matters*
12.1 Computation of ratio of earnings to fixed charges
23.1 Consent of Appleby Spurling Hunter (included in Exhibit 5.1)
23.2 Consent of Seward & Kissel LLP (included in Exhibit 5.2)
23.3 Consent of Deloitte Statsautoriserte Revisorer AS
24 Power of Attorney (contained in signature page)
25.1 T-1 Statement of Eligibility (senior indenture)*
25.2 T-1 Statement of Eligibility (subordinated indenture)*
--------------------------------------------------------------------------------
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934 of the Registrant and
incorporated by reference into this Registration Statement.
+ Incorporated herein by reference to Exhibit 4.1 in the Registration
Statement of Nordic American Tanker Shipping Limited filed August 28, 1995
on Form F-3, Registration No. 33-96268.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(4) 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 Act 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 (a)(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 Act or Rule 3-19 of this
chapter 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 that are
incorporated by reference in the Form F-3.
(5) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (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) 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.
(6) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(7) The undersigned registrant hereby undertakes 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 an regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the city of Sandefjord, country of Norway on August 11, 2004.
NORDIC AMERICAN TANKER SHIPPING
LIMITED
By: /s/ Herbjorn Hansson
------------------------
Name: Herbjorn Hansson
Title: Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Herbjorn Hansson, Rolf Amundsen,
Gary J. Wolfe and Robert E. Lustrin 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 be 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, this
Registration Statement has been signed by the following persons on August 11,
2004 in the capacities indicated.
Signature Title
/s/ Herbjorn Hansson Chairman of the Board of Directors, Chief
-------------------- Executive Officer, President and Director
Herbjorn Hansson
/s/ Rolf Amundsen Chief Financial Officer and Director
------------------
Rolf Amundsen
/s/ Sir David Gibbons Director
---------------------
Sir David Gibbons
/s/ George C. Lodge Director
-------------------
George C. Lodge
/s/ Andreas Ove Ugland Director
----------------------
Andreas Ove Ugland
/s/ Torbjorn Gladso
-------------------
Torbjorn Gladso
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Nordic
American Tanker Shipping Limited, has signed this registration statement in the
City of Newark, State of Delaware, on August 11, 2004.
By: /s/ Gregory F. Lavelle
------------------------------
Name: Gregory F. Lavelle
Title: Managing Director
Exhibits
Filed DESCRIPTION
Herewith -----------
--------
Description of Exhibits
-----------------------
5.1 Opinion of Appleby Spurling Hunter, Bermuda counsel to Nordic
American Tanker Shipping Limited (the "Company") as to the
validity of the common stock, preferred stock and debt securities
5.2 Opinion of Seward & Kissel LLP, United States counsel to the
Company as to the validity of the common stock, preferred stock
and debt securities
12.1 Computation of ratio of earnings to fixed charges
23.1 Consent of Appleby Spurling Hunter (included in Exhibit 5.1)
23.2 Consent of Seward & Kissel LLP (included in Exhibit 5.2)
23.3 Consent of Deloitte Statsautoriserte Revisorer AS
24 Power of Attorney (contained on signature page)