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PROSPECTUS
SUPPLEMENT
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Filed pursuant to Rule
424(b)(2)
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(To Prospectus Dated May 6, 2009)
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Registration No.
333-158162
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Up to 1,985,579 shares
Common Stock
On
May 14, 2009, Ship Finance International Limited, or the Company, declared a
quarterly dividend with respect to the first quarter of 2009 in the amount of
$0.30 on each of its outstanding shares of common stock, or Common Shares,
payable to shareholders of record as of May 27, 2009, which we refer to as the
Record Date. The Company's outstanding Common Shares commenced
trading ex-dividend on the New York Stock Exchange, or the NYSE, on May 22,
2009, and the dividend will be payable on or about July 6, 2009.
Shareholders
will be paid a dividend on each outstanding Common Share in cash, or upon the
election of the holder of such Common Share, may instruct the Company to retain
the cash that would otherwise have been paid as such dividend in exchange for
newly issued Common Shares of the Company in the manner set forth in this
prospectus supplement. Any additional Common Shares issued in lieu of
cash will be freely tradable on the NYSE upon their
issuance. Shareholders electing to receive the dividend in newly
issued Common Shares of the Company will receive 0.0265 Common Shares for each
Common Share held by such shareholder on the Record Date, representing a value
of $0.30 based upon the volume-weighted average price of the Common Shares of
$11.90 on the NYSE during the three trading days ending May 21, 2009, less a
five percent (5%) discount.
Each
shareholder electing to receive the dividend in additional Common Shares will
receive a number of additional Common Shares equal to 0.0265 multiplied by the
aggregate number of Common Shares held by such shareholder on the Record Date,
rounded down to the nearest whole Common Share. The amount in cash
equal to the balance of the dividend to such shareholder that has not been
applied to the issuance of additional Common Shares will be contributed by the
Company to a charitable organization, as defined in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, determined by the
Company.
Holders
that owned outstanding Common Shares as of the Record Date that were registered
in their own name will receive by mail an election form to be completed and
returned to the Company's transfer agent in accordance with the instructions
contained in the election form. Holders that beneficially owned
outstanding Common Shares as of the Record Date that were registered in the name
of a broker, dealer or other nominee should contact the registered holder of
such Common Shares as soon as possible and instruct such registered holder if
they wish to elect to receive additional Common Shares in lieu of
cash. All shareholder elections must be received by the Company or
its agent not later than 5:00 p.m., New York City time, on June 26, 2009, which
we refer to as the Shareholder Response Date. Shareholders are
advised to contact their brokers, dealers or other nominees to ensure timely
processing of their elections.
No
action is required to be taken by shareholders wishing to receive a cash
dividend.
Each
shareholder is advised to carefully review this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference herein
before making its decision of whether to elect to receive additional Common
Shares of the Company.
The
Company's principal shareholders, Hemen Holding Ltd. and Farahead Investment
Inc., who collectively own approximately 42.4% of our Common Shares and are
indirectly controlled by Mr. John Fredriksen, have informed us that they will
elect to receive all of their dividends in additional Common
Shares.
Our
Common Shares are listed on the NYSE under the symbol "SFL." The last reported
sale price of our Common Shares on the NYSE on May 21, 2009 was $11.96 per
share.
Investing
in our Common Shares involves risks. For an in-depth discussion of these risks,
please refer to the section entitled "Risk Factors" beginning on page S-1 of
this prospectus supplement.
Neither
the Securities and Exchange Commission, or the SEC, nor any state securities
commission has approved or disapproved of the Common Shares or determined that
this prospectus supplement or the attached prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is May 22, 2009.
TABLE OF CONTENTS
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Page
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Prospectus
Supplement
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Risk
Factors
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S-1
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Dividend
Policy
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S-1
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Price
Range of Common
Stock
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S-2
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Capitalization
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S-3
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Description
of the Common
Stock
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S-4
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Tax
Considerations
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S-4
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Plan
of
Distribution
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S-4
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Expenses
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S-5
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Legal
Matters
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S-5
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Experts
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S-5
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Where
You Can Find Additional
Information
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S-6
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Prospectus
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Prospectus
Summary
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2
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Risk
Factors
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3
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Cautionary Statement Regarding
Forward-Looking
Statements
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4
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Ratio of Earnings to Fixed
Charges
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5
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Use of
Proceeds
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6
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Capitalization
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6
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Enforcement of Civil
Liabilities
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6
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Description of Capital
Stock
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7
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Description of Other
Securities
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11
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Tax
Considerations
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19
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Expenses
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22
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Legal
Matters
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22
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Plan of
Distribution
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22
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Experts
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23
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Where You Can Find Additional
Information
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24
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This
document consists of two parts. The first part is this prospectus supplement,
which describes the specific terms of this offering and the securities offered
hereby, and also adds to and updates information contained in the accompanying
base prospectus and the documents incorporated by reference into this prospectus
supplement and the base prospectus. The second part, the base prospectus, gives
more general information and disclosure. When we refer only to the prospectus,
we are referring to both parts combined, and when we refer to the accompanying
prospectus, we are referring to the base prospectus.
If
the description of this offering varies between this prospectus supplement and
the accompanying prospectus, you should rely on the information in this
prospectus supplement. This prospectus supplement, the accompanying prospectus
and the documents incorporated into each by reference include important
information about us, the Common Shares being offered and other information you
should know before investing. You should read this prospectus supplement and the
accompanying prospectus together with the additional information described under
the heading, "Where You Can Find Additional Information" before investing in our
Common Shares.
We
prepare our financial statements, including all of the financial statements
included or incorporated by reference in this prospectus supplement, in U.S.
dollars and in conformity with accounting principles generally accepted in the
United States, or U.S. GAAP. We have a fiscal year end of December
31.
You
should rely only on the information contained or incorporated by reference into
this prospectus supplement and the accompanying prospectus. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and the
documents incorporated into each by reference is accurate only as of their
respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters
discussed in this prospectus supplement may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include, but are not limited to, statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other than statements
of historical facts.
Ship
Finance International Limited, or the Company, desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
and is including this cautionary statement pursuant to this safe harbor
legislation. This prospectus supplement and any other written or oral statements
made by us or on our behalf may include forward-looking statements, which
reflect our current views with respect to future events and financial
performance. The words "believe," "anticipate," "intend," "estimate,"
"forecast," "project," "plan," "potential," "may," "should," "expect" and
similar expressions identify forward-looking statements.
The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including, without
limitation, management's examination of historical operating trends, data
contained in our records and other data available from third parties. Although
we believe that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In
addition to these important factors and matters discussed elsewhere herein,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies, fluctuations in currencies and interest rates,
general market conditions including fluctuations in charterhire rates and vessel
values, changes in demand in the markets in which we operate, changes in demand
resulting from changes in the Organization of the Petroleum Exporting Countries'
petroleum production levels and world-wide oil consumption and storage,
developments regarding the technologies relating to oil exploration, changes in
market demand in countries which import commodities and finished goods and
changes in the amount and location of the production of those commodities and
finished goods, increased inspection procedures and more restrictive import and
export controls, changes in our operating expenses, including bunker prices,
drydocking and insurance costs, performance of our charterers and other
counterparties with whom we deal, timely delivery of vessels under construction
within the contracted price, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents, piracy or political
events, and other important factors described under the heading "Risk Factors"
in this prospectus supplement, in the accompanying prospectus, and in our annual
report on Form 20-F for the year ended December 31, 2008, as well as those
described from time to time in the reports filed by us with the
SEC.
This
prospectus supplement may contain assumptions, expectations, projections,
intentions and beliefs about future events. These statements are intended as
forward-looking statements. We may also from time to time make forward-looking
statements in our periodic reports that we will file with the SEC, in other
information sent to our security holders, and in other written materials. We
caution that assumptions, expectations, projections, intentions and beliefs
about future events may and often do vary from actual results and the
differences can be material.
We
undertake no obligation to publicly update or revise any forward-looking
statement contained in this prospectus supplement, whether as a result of new
information, future events or otherwise, except as required by law. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this prospectus supplement might not occur, and our actual results could
differ materially from those anticipated in these forward-looking
statements.
RISK
FACTORS
An
investment in our Common Shares involves a high degree of risk, including the
risks we face described in the accompanying prospectus and the documents
incorporated by reference herein. Our business, financial condition, and results
of operations could be materially and adversely affected by any of these risks.
The trading price of our Common Shares could decline due to any of these risks,
and you may lose all or part of your investment. This prospectus supplement, the
accompanying prospectus, and the documents incorporated by reference herein also
contain forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks
we face described in the accompanying prospectus and the documents incorporated
by reference herein.
Before
you decide to invest in our Common Shares, you should carefully consider the
risks and the discussion of risks under the heading "Risk Factors" beginning on
page 3 of the accompanying prospectus and in our annual report for the year
ended December 31, 2008 on Form 20-F, filed with the SEC on March 24,
2009. In addition, you should also carefully consider the risk set
forth below, as well as other information included in this prospectus
supplement, the accompanying prospectus and the documents we have incorporated
by reference in this prospectus supplement that summarize the risks that may
materially affect our business. Please refer to the sections entitled "Where You
Can Find Additional Information" in this prospectus supplement and in the
accompanying prospectus for discussions of these other filings.
The
market price of our Common Shares is volatile and may change significantly prior
to the payment of the dividend.
The
number of additional Common Shares that shareholders may receive in lieu of the
$0.30 cash dividend on each outstanding Common Share has been determined based
on the volume-weighted average price of the Common Shares of $11.90 on the NYSE
during the three trading days ending May 21, 2009, less a five percent (5%)
discount. The number of Common Shares that will be issued on or about
July 6, 2009, the dividend payment date, will not be adjusted to reflect changes
in the market price of the Company's Common Shares prior to the dividend payment
date. The value of the Common Shares issued to shareholders electing
to receive the dividend in Common Shares may be significantly less than or
greater than the value of those Common Shares on the Record Date or the date of
this prospectus supplement.
DIVIDEND
POLICY
We seek to
pay a regular quarterly dividend, the amount of which is based on our contracted
revenues and growth prospects. Our goal is to increase our quarterly dividend as
we grow the business, but the timing and amount of dividends, if any, is at the
discretion of our board of directors and will depend upon our operating results,
financial condition, cash requirements, restrictions in terms of financing
arrangements and other relevant factors.
The Company
has paid 20 consecutive quarterly dividends as of April 2009, and has declared a
21st
consecutive dividend that will be payable on or about July 6, 2009 with respect
to the first quarter of 2009. The declaration and payment of
dividends with respect to future quarters, if any, will be determined at the
sole discretion of our board of directors.
S-1
PRICE
RANGE OF COMMON STOCK
Our
Common Shares trade on the NYSE, under the symbol "SFL." The following table
sets forth the high and low closing sale prices for our Common Shares since they
commenced trading on the NYSE on June 17, 2004, as reported by the
NYSE:
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Sales
Price
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For
the Period
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High
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Low
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2009
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May
(May 1 through May 21)
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$12.00
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$9.27
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April
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$8.96
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$6.75
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March
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$7.07
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$4.05
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February
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$11.77
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$8.36
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January
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$13.47
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$11.26
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2008
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$32.43
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$9.01
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Fourth
quarter
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$20.53
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$9.01
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December
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$12.62
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$9.88
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November
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$15.76
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$9.01
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Third
quarter
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$29.74
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$19.56
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Second
quarter
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$32.43
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$26.58
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First
quarter
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$28.01
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$23.54
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2007
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$31.54
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$22.24
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Fourth
quarter
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$28.46
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$24.64
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Third
quarter
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$31.54
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$24.70
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Second
quarter
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$31.42
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$27.44
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First
quarter
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$27.90
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$22.24
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2006
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$23.80
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$16.33
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2005
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$23.91
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$16.89
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2004 (June 17 to
year-end)
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$25.75
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$13.08
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On
May 21, 2009, the last reported closing sale price of our Common Shares on the
NYSE was $11.96 per share.
S-2
CAPITALIZATION
The
following table sets forth our consolidated capitalization:
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|
●
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on
an actual basis as of March 31, 2009, including the issuance of Common
Shares to those shareholders who elected to receive Common Shares on
account of the dividend with respect to the fourth quarter of 2008;
and
|
|
|
●
|
on
an as adjusted basis as of May 22, 2009, to give effect to (i) the payment
on April 17, 2009, of the cash portion of the dividend with respect to the
fourth quarter of 2008, and (ii) the declaration of a dividend with
respect to the first quarter of 2009 based on 74,856,341 Common Shares
then outstanding.
|
This
table should be read in conjunction with the condensed consolidated financial
statements and related notes included in our annual report for the year ended
December 31, 2008 on Form 20-F (File No. 001-32199), filed with the SEC on March
24, 2009, and our current report on Form 6-K filed with the SEC on May 20, 2009,
and incorporated by reference herein.
There
have been no significant changes to our capitalization since May 21, 2009, as so
adjusted.
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As
of March 31, 2009
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||||
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Actual
(in
thousands of U.S. dollars)
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As
Adjusted (1)
(in
thousands of U.S. dollars)
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Debt
(Principal balance):
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||||
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Current
portion of long-term debt
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318,529
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318,529
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Long-term
debt, net of current portion
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2,155,560
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2,155,560
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Total
debt (2)
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2,474,089
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2,474,089
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Shareholders'
equity:
|
||||
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Common
shares, $1.00 par value;
125,000,000
shares authorized;
72,743,737
shares issued and
outstanding
as of March 31, 2009;
75,857,992
shares issued and
outstanding
as adjusted
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74,856
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75,697
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Additional
paid-in capital
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512,700
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521,374
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Other
comprehensive income (loss)
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(130,406)
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(130,406)
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||
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Retained
earnings
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105,630
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83,173
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||
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Total
shareholders' equity
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562,780
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549,838
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Total
capitalization
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3,036,869
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3,023,927
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_______________________
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(1)
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As
adjusted to reflect the payment of the dividend with respect to the first
quarter of 2009 in newly issued Common Shares in lieu of cash with respect
to 31,718,942 Common Shares owned by Hemen Holding Ltd., or Hemen, and
Farahead Investment Inc., or Farahead, and the payment of a cash dividend
of $0.30 per Common Share with respect to 43,137,399 Common Shares,
assuming that Hemen and Farahead are the only shareholders to elect to
receive Common Shares.
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(2)
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Our
long-term debt is guaranteed by our vessel owning subsidiaries and is
secured by ship mortgages over our vessels and pledges of the share
capital of our vessel owning
subsidiaries.
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S-3
DESCRIPTION
OF COMMON STOCK
Please
refer to the section entitled "Description of Capital Stock" on page 7 of the
accompanying prospectus for a summary description of our Common Shares being
offered hereby.
TAX
CONSIDERATIONS
You
should carefully read the discussion of the principal U.S. federal income tax,
Bermuda and Liberian tax considerations associated with our operations and the
acquisition, ownership and disposition of our Common Shares set forth in the
section of our annual report on Form 20-F for the year ended
December 31, 2008, entitled "Additional Information—Taxation," which
provides certain additional information that may be relevant to an investment
decision by U.S. Holders (as such term is defined in the discussion included in
our annual report on Form 20-F). In the event the U.S. Internal Revenue
Service were to find that we are or have been a Passive Foreign Investment
Company for any taxable year, we intend to notify the investing public of such
finding via a press release and to make pertinent tax information available via
the "Tax Treatment" section of our public website http://www.shipfinance.org.
This web address is provided as an inactive textual reference and does not
constitute a part of this prospectus supplement.
PLAN
OF DISTRIBUTION
On
May 14, 2009, the Company, declared a quarterly dividend with respect to the
first quarter of 2009 in the amount of $0.30 on each of its outstanding Common
Shares, payable to shareholders of record as of the Record Date. The
Company's outstanding Common Shares commenced trading ex-dividend on the NYSE on
May 22, 2009, and the dividend will be payable on or about July 6,
2009.
Shareholders
will be paid a dividend on each outstanding Common Share in cash, or upon the
election of the holder of such Common Share, may instruct the Company to retain
the cash that would otherwise have been paid as such dividend in exchange for
newly issued Common Shares of the Company in the manner set forth in this
prospectus supplement. Any additional Common Shares issued in lieu of
cash will be freely tradable on the NYSE upon their
issuance. Shareholders electing to receive the dividend in newly
issued Common Shares of the Company will receive 0.0265 Common Shares for each
Common Share held by such shareholder on the Record Date, representing a value
of $0.30 based upon the volume-weighted average price of the Common Shares of
$11.90 on the NYSE during the three trading days ending May 21, 2009, less a
five percent (5%) discount.
Each
shareholder electing to receive the dividend in additional Common Shares will
receive a number of additional Common Shares equal to 0.0265 multiplied by the
aggregate number of Common Shares held by such shareholder on the Record Date,
rounded down to the nearest whole Common Share. The amount in cash
equal to the balance of the dividend to such shareholder that has not been
applied to the issuance of additional Common Shares will be contributed by the
Company to a charitable organization, as defined in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, determined by the
Company.
Holders
that owned outstanding Common Shares as of the Record Date that were registered
in their own name will receive by mail an election form to be completed and
returned to the Company's transfer agent in accordance with the instructions
contained in the election form. Holders that beneficially owned
outstanding Common Shares as of the Record Date that were registered in the name
of a broker, dealer or other nominee should contact the registered holder of
such Common Shares as soon as possible and instruct such registered holder if
they wish to elect to receive additional Common Shares in lieu of
cash. All shareholder elections must be received by the Company or
its agent not later than 5:00 p.m., New York City time, on the Shareholder
Response Date. Shareholders are advised to contact their brokers,
dealers or other nominees to ensure timely processing of their
elections.
S-4
No
action is required to be taken by shareholders wishing to receive a cash
dividend.
EXPENSES
The
following are the estimated expenses of the issuance and distribution of the
Common Shares being offered by this prospectus supplement, all of which will be
paid by us.
|
Legal fees and
expenses
|
$25,000
|
|
Accounting fees and
expenses
|
$25,000
|
|
Transfer agent and
registrar
|
$25,000
|
|
Miscellaneous
|
$25,000
|
|
Total
|
$100,000
|
LEGAL
MATTERS
Certain
legal matters regarding the Common Shares will be passed upon for the Company by
Seward & Kissel LLP, New York, New York, as to matters of United States and
New York law, and by Mello Jones & Martin, Hamilton, Bermuda, as to matters
of Bermuda law.
EXPERTS
The
consolidated financial statements of Ship Finance International Limited for the
years ended December 31, 2006, 2007 and 2008, incorporated into this
prospectus supplement by reference from the Company's annual report on
Form 20-F for the year ended December 31, 2008, have been audited by
MSPC, Certified Public Accountants and Advisors, A Professional Corporation, as
set forth in their report therein, and incorporated by reference herein. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
S-5
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement including exhibits and
schedules thereto on Form F-3 under the Securities Act with respect to the
Common Shares offered hereby. This prospectus supplement, which forms a part of
the registration statement, does not contain all of the information in the
registration statement, as permitted by SEC rules and regulations. For further
information with respect to the Company and the Common Shares offered hereby,
reference is made to the registration statement. In addition, we are subject to
the periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and file reports and other information with the SEC. You can read and
copy any materials we file with the SEC at its Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. You can obtain information
about the operation of the SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site that contains information we
file electronically, which you can access over the internet at http://www.sec.gov.
Information
Incorporated by Reference
The
SEC allows us to "incorporate by reference" information that we file with, or
furnish to, it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus supplement, and
information that we file later with the SEC before all of the securities offered
by this prospectus are sold will also be considered to be part of this
prospectus supplement and will automatically update and supersede previously
filed information, including information contained in this
document. Please see the section of the accompanying prospectus
entitled "Where You Can Find Additional Information" for a list of the documents
that we have filed with, or furnished to, the SEC and that are incorporated by
reference into this prospectus supplement and the accompanying
prospectus:
We
are also incorporating by reference all subsequent annual reports on Form 20-F
that we file with the SEC and current reports on Form 6-K that we furnish to the
SEC after the date of this prospectus supplement that state they are
incorporated by reference into this prospectus supplement until we file a
post-effective amendment indicating that the offering of the securities made by
this prospectus has been terminated. In all cases, you should rely on the later
information over different information included in this prospectus or prospectus
supplement.
We
will provide without charge to each person to whom this prospectus is delivered
a copy of any or all of the foregoing documents, and any other documents that
are incorporated herein by reference (other than exhibits, unless those exhibits
are specifically incorporated by reference into those documents) upon written or
oral request. Requests for those documents should be directed to our principal
executive office at the following address:
Ship
Finance International Limited
Par
la Ville Place, 4th Floor
14
Par la Ville Road
Hamilton
HM 08, Bermuda
Tel:
+1 800-715-6374
Email:
ir@shipfinance.no
Attn:
Investor Relations
S-6
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Up
to 1,985,579 shares
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Common
Stock
|
||
|
|
||
|
PROSPECTUS
SUPPLEMENT
|
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|
May
22, 2009
|
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