As
filed with the Securities and Exchange Commission on May 22, 2007
Registration
No.
333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
DOUBLE
HULL TANKERS, INC.
(Exact
name of registrant as specified in its charter)
_____________________
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Republic
of the Marshall Islands
(State
or other jurisdiction of incorporation or organization)
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26
New Street
St.
Helier, Jersey JE23RA
Channel
Islands
+44
(0) 1534 639759
(Address
and telephone number of
registrant’s
principal executive offices)
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N/A
(I.R.S.
Employer
Identification
Number)
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_____________________
CT
Corporation
111
Eighth Avenue
New
York, New York 10011
(212)
550-9100
(Name,
address and telephone
number
of
agent for service)
With
copies to:
|
John
T. Gaffney, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
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Gary
L. Sellers, Esq.
Simpson
Thacher & Bartlett LLP
425
Lexington Avenue
New
York, New York 10017-3954
(212)
455-2000
|
_____________________
Approximate
date of commencement of proposed sale to the public: From time to
time after the effective date of this registration
statement.
_____________________
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please
check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act,
check the following box. o
_____________________
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered |
Proposed
Maximum
Offering Price per Unit(1) |
Proposed
Maximum
Aggregate Offering Price(2) |
Amount
of
Registration Fee |
|
Common
Stock, par value $.01 per share
|
8,751,500
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$16.35
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$143,087,025
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$4,392.77
|
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(1)
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Amount
of proposed maximum offering price per unit was calculated in accordance
with Rule 457(c) based on the average of the high and low price traded
on
the New York Stock Exchange on May 21,
2007.
|
|
(2)
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Estimated
solely for the purposes of calculating the registration fee pursuant
to
Rule 457(o) of Regulation C under the Securities Act of 1933, as
amended.
|
_____________________
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed.
The selling stockholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or
sale
is not permitted.
Subject
to Completion. Preliminary Prospectus dated May 22, 2007.
Prospectus
8,751,500
Shares
Common
Stock
___________________
This
prospectus relates to an aggregate of 8,751,500 shares of common stock of Double
Hull Tankers, Inc. that the selling stockholder named in this prospectus may
offer for sale from time to time. These shares were purchased by the selling
stockholder on October 18, 2005 from us in a transaction that was exempt from
the registration requirements of the Securities Act of 1933, as
amended.
We
will
not receive any of the proceeds from the sale of any shares of our common stock
by the selling stockholder. The selling shareholder will pay all expenses in
connection with the offering under this prospectus. The selling stockholder
from
time to time may offer and sell the shares held by it directly or through
agents, underwriters or broker-dealers at prices and on terms to be determined
at the time of sale. These sales may be made on the New York Stock Exchange
or
other national security exchanges on which our common stock is then traded,
in
the over-the-counter market, or in negotiated transactions. See the section
entitled “Plan of Distribution” on page 10 of this prospectus. To the extent
required, the names of any agent, underwriter or broker-dealer and applicable
commissions or discounts and any other required information with respect to
any
particular offer will be set forth in a prospectus supplement, which will
accompany this prospectus. A prospectus supplement may also add, update or
change information contained in this prospectus.
Our
common stock is listed on the New York Stock Exchange under the symbol “DHT.”
The last reported sale price on May 21, 2007 was $16.44 per share.
Investing
in our common stock involves a high degree of risk. Before buying any shares
you
should carefully read the section entitled “Risk Factors” on page 7 of this
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
|
The
date of this prospectus is May 22, 2007.
|
|
|
Merrill
Lynch & Co.
|
UBS
Investment Bank
|
______________________
You
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide you with additional or different information.
We
are not making an offer of these securities in any jurisdiction or state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover of this
prospectus.
TABLE
OF CONTENTS
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1
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2
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7
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8
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8
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10
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13
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13
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13
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14
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23
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25
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This
prospectus is part of a registration statement we filed with the Securities
Exchange Commission, or the “Commission”, using a shelf registration process.
Under the shelf registration process, the selling stockholder named in this
prospectus may, from time to time, sell the securities described in this
prospectus in one or more offerings. This prospectus provides you with a general
description of the securities that may be offered by the selling stockholder.
Each time the selling stockholder sells securities, the selling stockholder
is
required to provide you with this prospectus and, in certain cases, a prospectus
supplement containing specific information about the selling stockholder and
the
terms of the securities being offered. That prospectus supplement may include
additional risk factors or other special considerations applicable to those
securities. Any prospectus supplement may also add, update, or change
information in this prospectus. If there is any inconsistency between the
information contained in this prospectus and any prospectus supplement, you
should rely on the information contained in that particular prospectus
supplement. You should read both this prospectus and any prospectus supplement,
together with all additional information described in the section entitled
“Where You Can Find Additional Information” on page 23 of this
prospectus.
This
prospectus does not contain all the information provided in the registration
statement we filed with the Commission. For further information about us or
the
securities offered hereby, you should refer to that registration statement,
which you can obtain from the Commission as described in the section entitled
“Where You Can Find Additional Information” on page 23 of this
prospectus.
1
Before
investing in our common stock you should read this entire prospectus carefully,
including the section entitled “Risk Factors” and our financial statements and
related notes for a more complete understanding of our business and this
offering. Unless we specify otherwise, all references and data in this
prospectus to our “business,” our “vessels” and our “fleet” refer to our initial
fleet of seven vessels that we acquired simultaneously with the closing of
our
initial public offering, or “IPO,” on October 18, 2005. Unless we specify
otherwise, all references in this prospectus to “we,” “our,” “us” and “our
company” refer to Double Hull Tankers, Inc. and its subsidiaries. The shipping
industry’s functional currency is the U.S. dollar. All of our revenues and most
of our operating costs are in U.S. dollars. All references in this prospectus
to
“$” and “dollars” refer to U.S. dollars.
Our
Company
We
operate a fleet of double hull tankers. Our fleet currently consists of three
very large crude carriers, or “VLCCs”, which are tankers ranging in size from
200,000 to 320,000 deadweight tons, or “dwt”, and four Aframax tankers, or
“Aframaxes”, which are tankers ranging in size from 80,000 to 120,000 dwt. Our
fleet principally operates on international routes and had a combined carrying
capacity of 1,342,372 dwt and a weighted average age of 7.2 years as of March
31, 2007, compared with a weighted average age of 9.4 years for the world tanker
fleet.
We
acquired the seven vessels in our fleet from subsidiaries of Overseas
Shipholding Group, Inc., a Delaware corporation, or “OSG”, on October 18, 2005
in exchange for cash and shares of our common stock, and we have chartered
these
vessels back to certain subsidiaries of OSG. As one of the world’s largest
bulk-shipping companies, OSG owns and operates a modern fleet of 104 vessels
(including the seven vessels that comprise our fleet) that have a combined
carrying capacity of 12.0 million dwt as of March 31, 2007. OSG’s fleet consists
of both internationally flagged and U.S. flagged vessels that transport crude
oil, petroleum products and dry bulk commodities. As of the date of this
prospectus, OSG beneficially owned approximately 29.17% of our outstanding
common stock.
Our
strategy is to charter our fleet of seven vessels primarily pursuant to
multi-year time charters so as to take advantage of the stable cash flow
associated with long-term time charters. In addition, our time charter
arrangements include a profit sharing component that gives us the opportunity
to
earn additional hire when vessel earnings exceed the basic hire amounts set
forth in the charters. Our vessels are operated in the Tankers International
Pool and the Aframax International Pool, as described below, and we expect
our
potential to earn additional hire will benefit from the higher utilization
rates
realized by these pools. In a pooling arrangement, the net revenues generated
by
all of the vessels in a pool are aggregated and distributed to pool members
pursuant to a pre-arranged weighting system that recognizes each vessel’s
earnings capacity based on its cargo capacity, speed and consumption, and actual
on-hire performance.
With
effect from October 18, 2005, we time chartered our vessels to subsidiaries
of
OSG for terms ranging from five to six and one-half years. Each time charter
may
be renewed by the charterer on one or more successive occasions for periods
of
one, two or three years, up to an aggregate of five, six or eight years,
depending on the vessel. If a time charter is renewed, the charter terms
providing for profit sharing will remain in effect and the charterer, at the
time of exercise, will have the option to select a basic charter rate that
is
equal to (i) 5% above the published one-, two- or three-year time charter rate
(corresponding to the extension length) for the vessel’s class, as decided by a
shipbrokers panel, or (ii) the basic hire rate set forth in the applicable
charter. The shipbrokers panel, or “Broker Panel”, will be The Association of
Shipbrokers and Agents Tanker Broker Panel or another panel of brokers mutually
acceptable to us and the charterer.
2
We
maintain our principal executive offices at 26 New Street, St. Helier, Jersey
JE23RA, Channel Islands. Our telephone number at that address is +44 (0) 1534
639759.
Our
Fleet
We
purchased three VLCCs and four Aframaxes from certain subsidiaries of OSG in
connection with the IPO. Our three VLCCs, due to their large size, principally
operate on long-haul routes from the Middle East or West Africa to the Far
East,
Northern Europe, the Caribbean and the U.S. Gulf, trading through the Tankers
International Pool. Although our four Aframaxes are also designed for global
trading, they typically trade through the Aframax International Pool in the
Atlantic Basin on shorter-haul routes between Northern Europe, the Caribbean,
the United States and the Mediterranean Sea.
The
following table presents certain information concerning the vessels in our
fleet
and their associated charters, each of which commenced on October 18,
2005:
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Vessel
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Type
|
Dwt
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Year
Built
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Term
of Initial Charter
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Year
2 Basic Charter Rate(1)
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Term
of Extension Periods
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Maximum
Aggregate Extension Term
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|||||||
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(years)
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($/day)
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(years)
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(years)
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|||||||||||
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Overseas
Ann
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VLCC
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309,327
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2001
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6½
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$37,400
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1,
2 or 3
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8
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|||||||
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Overseas
Chris
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VLCC
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309,285
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2001
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6
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$37,400
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1,
2 or 3
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8
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|||||||
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Overseas
Regal
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VLCC
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309,966
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1997
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5½
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$37,400
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1,
2 or 3
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6
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|||||||
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Overseas
Cathy
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Aframax
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112,028
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2004
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6¼
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$24,700
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1,
2 or 3
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8
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|||||||
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Overseas
Sophie
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Aframax
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112,045
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2003
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5¾
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$24,700
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1,
2 or 3
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8
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|||||||
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Overseas
Rebecca
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Aframax
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94,873
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1994
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5
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$18,700
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1,
2 or 3
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5
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|||||||
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Overseas
Ania
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Aframax
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94,848
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1994
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5
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$18,700
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1,
2 or 3
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5
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________________
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(1)
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Amounts
represent basic hire charter rates, which increase annually by amounts
that vary by vessel class and year.
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Our
Competitive Strengths
We
believe that we have a number of strengths that provide us with a competitive
advantage in the tanker industry, including:
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$
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A
modern, high quality fleet. As of March 31, 2007, our
current fleet of three VLCCs and four Aframaxes had a weighted average
age
of 7.2 years, compared with a weighted average age for the world
tanker
fleet of 9.4 years. All of our vessels are of double hull construction
and
were designed and built to OSG’s specifications and, prior to the IPO,
were only operated by OSG. We believe that owning and maintaining
a
modern, high quality fleet reduces off hire time and operating costs,
improves safety and environmental performance and provides us with
a
competitive advantage in securing employment for our
vessels.
|
|
$
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Participation
in OSG’s pooling arrangements. We believe that we benefit
from OSG’s membership in the Tankers International Pool in respect of our
three VLCCs and the Aframax International Pool in respect of our
four
Aframaxes, and we expect OSG’s subsidiaries to continue to operate our
vessels in these pools. We believe that, over a longer period of
time, our
potential to earn additional hire will be enhanced by the higher
utilization rates and lower overhead costs that a vessel operating
inside
a pool can achieve compared with a vessel operating independently
outside
of a pool.
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3
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$
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An
experienced management team. Our management team is led by
Ole Jacob Diesen, our chief executive officer, who has over 30 years
of
experience in the shipping industry. Mr. Diesen has been an independent
corporate and financial management consultant since 1997 and has
extensive
experience in the shipping industry, including advising on a broad
range
of shipping transactions such as vessel sales and financings, vessel
charters, pooling and technical management
agreements.
|
Our
Strategy
The
key
elements of our strategy are to:
|
$
|
Charter
a substantial portion of our fleet under multi-year, fixed-rate time
charters that provide for profit sharing. Currently we
have time chartered all of our vessels to subsidiaries of OSG, one
of the
world’s largest bulk-shipping companies, for terms ranging from five to
six and one-half years under charters that provide for fixed monthly
payments, plus the potential to earn additional profit sharing payments.
We believe that these long-term charters will generate stable and
predictable cash flow and provide us with the opportunity to earn
significant additional hire as market rates exceed our basic hire
rates.
|
|
$
|
Fix
a substantial portion of our operating costs under our ship management
agreements. Currently, all of our vessels are managed by
Tanker Management Ltd., referred to herein as “Tanker Management” or our
“technical manager”, which is a wholly owned indirect subsidiary of OSG,
pursuant to ship management agreements that became effective at the
completion of our IPO. Under these ship management agreements, Tanker
Management has assumed all responsibilities for the technical management
of each of our vessels and for most of the operating costs (excluding
insurance premiums and vessel taxes). The fee payable to Tanker Management
under these ship management agreements is fixed through October 2007,
after which it increases by 2.5% and remains fixed through October
2008.
|
|
$
|
Strategically
expand our current fleet. We intend to grow our fleet
through timely and selective acquisitions of, or chartering in of,
additional vessels. Although our fleet consists of our three VLCCs
and
four Aframaxes as at the date of this prospectus, we intend to consider
potential acquisitions of additional tankers, as well as vessels
other
than tankers. In connection with any such acquisitions, we may charter
such vessels out either for multi-year or voyage-based
periods.
|
Our
Time Charters
We
have
time chartered our fleet of three VLCCs and four Aframaxes to certain
subsidiaries of OSG for terms ranging five to six and one-half years. The daily
base time charter rate for each of our vessels, which we refer to as basic
hire,
is payable to us monthly in advance and increases annually by amounts set forth
in each charter.
In
addition to the basic hire, the charterers and OSG International, Inc., or
“OIN”, the charterers’ parent company, have agreed to pay us an additional
payment, quarterly in arrears, which we refer to as “additional hire”. The
additional hire payable, if any, in respect of any given quarter will be equal
to 40% of the average revenue that our vessels earn, or are deemed to earn,
for
the charterers during that quarter (averaged on a rolling four quarter basis)
in
excess of the basic hire paid by the charterers to us during that quarter.
Revenue is calculated on an aggregate fleetwide basis, and depends on whether
our vessels are operated in a pool:
|
$
|
if
a vessel is operated in a pool, revenue earned by that vessel equals
the
share of actual pool net earnings allocated to the charterer, as
determined by a formula administered by the pool
manager;
|
4
|
$
|
if
a vessel is operated outside of a
pool:
|
|
·
|
for
periods that the charterer subcontracts the vessel under a time charter,
revenue earned by that vessel equals the time charter hire earned
by the
charterer, net of specified fees incurred by the charterer;
and
|
|
·
|
for
periods that the charterer does not subcontract the vessel in the
time
charter market, revenue deemed to be earned by that vessel is based
on
average spot market rates, which are rates for the immediate chartering
of
a vessel (usually for a single voyage), determined by a shipbrokers’ panel
for a series of routes commonly served by vessels of the same
class.
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A
pool
constitutes a collection of similar vessels under various ownerships that are
placed for operation under one administrator, which we refer to as the “pool
manager”. The pool manager markets the vessels as a single, cohesive fleet and
collects, or pools, their net earnings prior to distributing them to the
individual owners under a pre-arranged weighting system that recognizes each
vessel’s earnings capacity based on its cargo capacity, speed and consumption,
and actual on-hire performance. Pools offer their participants more
opportunities to enter into multi-legged charters and contracts of
affreightment, which can reduce non-earning days through scheduling
efficiencies.
The
three
VLCCs in our fleet currently participate in the Tankers International Pool,
in
which OSG and seven other tanker companies participate. As of March 31, 2007,
the Tankers International Pool consists of 43 VLCCs and V Pluses,
making it one of the world’s largest VLCC fleets. The four Aframaxes in our
fleet currently participate in the Aframax International Pool, the world’s
second largest Aframax fleet, which, as of March 31, 2007, operates
36 Aframaxes and has seven members, including OSG (which is one of the pool
managers).
Technical
Management of Our Fleet
In
connection with each of our vessels, we have entered into ship management
agreements with Tanker Management with effect from October 18, 2005, which
we
refer to as the “Ship Management Agreements”. Under the Ship Management
Agreements, Tanker Management is responsible for the technical management and
for most of the operating costs of our vessels, including crewing, maintenance,
ordinary repairs, scheduled drydockings, insurance deductibles (subject to
the
limits set forth in the Ship Management Agreements) and other vessel operating
expenses, excluding insurance premiums. In exchange for these services, we
pay
Tanker Management a daily fee, which we refer to as the “technical management
fee”, for each vessel under management. The technical management fee for each
vessel is payable monthly in advance based on the actual number of days in
the
month. The fee is fixed for the first two years of the agreement and will,
unless cancelled by us or Tanker Management, increase by 2.5% per year
thereafter. Neither us nor Tanker Management is able to cancel any Ship
Management Agreement (as currently amended) prior to the third anniversary
of
the effective date of such agreement (eg. October 18, 2008), except for cause.
Beginning on the third anniversary, the Ship Management Agreements (as currently
amended) are cancelable by us or Tanker Management for any reason at any time
upon 90 days' advance notice. Each charterer has the right to approve the
replacement manager that we select.
Dividend
Policy
We
intend
to pay quarterly dividends to the holders of our common stock in March, June,
September and December of each year, in amounts substantially equal to the
available cash from our operations during the previous quarter, less cash
expenses and any reserves established by our board of directors. Our board
of
directors may review and amend our dividend policy from time to time in
accordance with any future growth of our fleet or for other
reasons.
5
Our
Credit Facility
On
October 18, 2005, we entered into a $401 million secured credit facility with
The Royal Bank of Scotland that has a term of ten years, with no principal
amortization for the first five years. This credit facility consists of a $236
million term loan, a $150 million vessel acquisition facility and a $15 million
working capital facility. The credit facility is secured by mortgages on all
of
our vessels, assignments of earnings and insurances and pledges over our bank
accounts. We are the borrower under the credit facility, and each of our vessel
owning subsidiaries have guaranteed our obligations under the credit
facility.
We
borrowed the entire amount available under the term loan upon the completion
of
our IPO to fund a portion of the purchase price for the seven vessels that
we
acquired from certain subsidiaries of OSG. Subject to the satisfaction of a
number of conditions, we are permitted to borrow up to the full amount of the
vessel acquisition facility and up to the full amount of the working capital
facility for a period of five years from the closing of the credit facility.
Commencing on the fifth anniversary of the closing of the credit facility,
the
term loan will become repayable in quarterly installments over a five year
period and the committed amounts of the vessel acquisition facility and the
working capital facility will be reduced quarterly over a five year period
(with
any excess borrowings becoming repayable at the time of reduction).
Borrowings
under the term loan and the working capital facility will bear interest at
an
annual rate of LIBOR plus a margin of 0.70%. Borrowings under the vessel
acquisition facility will bear interest at an annual rate of LIBOR plus a margin
of 0.85%. To reduce our exposure to fluctuations in interest rates, we entered
an interest rate swap on October 18, 2005, pursuant to which we fixed the
interest rate for five years on the full amount of our term loan at 5.60%.
We
were required to pay a $1.5 million fee in connection with the arrangement
of
our credit facility (which we funded with a portion of the net proceeds from
the
IPO) and a commitment fee of 0.3% per annum, which will be payable quarterly
in
arrears, on the undrawn portion of the facility.
6
You
should carefully consider the following information about risks, together with
the other information contained in this prospectus, before making an investment
in our common stock.
Our
vessels call on ports located in countries that are subject to restrictions
imposed by the U.S. government, which could be viewed negatively by investors
and adversely affect the trading price of our common
stock.
From
time
to time, vessels in our fleet call on ports located in countries subject to
sanctions and embargoes imposed by the U.S. government and countries identified
by the U.S. government as state sponsors of terrorism. From January 1, 2006
through March 31, 2007, vessels in our fleet have, while operating in pools,
made five calls to ports in Iran and three calls to ports in Libya out of a
total of 454 calls on worldwide ports. On June 30, 2006, Libya was removed
from
the U.S. government’s list of state sponsors of terrorism and is not subject to
sanctions or embargoes, while Iran continues to be subject to sanctions and
embargoes imposed by the U.S. government and is identified by the U.S.
government as a state sponsor of terrorism. Although these sanctions and
embargoes do not prevent our vessels from making calls to ports in these
countries, potential investors could view such port calls negatively, which
could adversely affect our reputation and the market for our common stock.
Investor perception of the value of our common stock may be adversely affected
by the consequences of war, the effects of terrorism, civil unrest and
governmental actions in these and surrounding countries.
We
have
identified a number of other risk factors which you should consider before
buying shares of our common stock. These risk factors are incorporated by
reference into this prospectus from our annual report on Form 20-F filed with
the Commission on April 5, 2007. For further details, see the section entitled
“Where You Can Find Additional Information” on page 23 of this prospectus. In
addition, you should also consider carefully the risks set forth under the
heading “Risk Factors” in any prospectus supplement before investing in the
shares of common stock offered by this prospectus.
If
the
events discussed in the risk factors referred to above occur, our business,
financial condition, results of operations or cash flows could be materially
and
adversely affected. In such a case, the market price of our common stock could
decline. The risks described above, in our Annual Report and any prospectus
supplement are not the only ones that may exist. Additional risks not currently
known by us or that we deem immaterial may also impair our business
operations.
7
The
shares of our common stock being offered by this prospectus are solely for
the
account of the selling stockholder. We will not receive any proceeds from the
sale of these shares of our common stock by the selling stockholder. The selling
stockholder will pay brokerage fees, selling commission and underwriting
discounts, if any, incurred in connection with disposing of the shares pursuant
to this prospectus. Pursuant to a registration rights agreement that we entered
into with the selling stockholder, the selling stockholder will also bear our
costs, fees and expenses incurred in effecting the registration of the shares
covered by this prospectus.
The
following table sets forth certain information regarding (i) the owners of
more
than 5% of our common stock that we are aware of, including the selling
stockholder, OIN, and (ii) the total amount of common stock owned by all of
our
officers and directors, both individually and as a group.
Although
the selling stockholder may offer for sale from time to time all, or a portion
of, the shares pursuant to this prospectus, or an amendment or supplement
thereto, the tabular information below assumes that all of the shares registered
will be offered and sold by the selling stockholder. In addition, the selling
stockholder may have sold, transferred or otherwise disposed of all or a portion
of its shares since the date on which it provided us with information regarding
its shares in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended. Information concerning the selling
stockholder may change from time to time and, to the extent required, will
be
set forth in supplements or amendments to this prospectus.
|
Shares
of
Common
Stock
Prior
to the Offering
|
Shares
of
Common
Stock
Offered
Hereby
|
Shares
of
Common
Stock
Following
the Offering
|
||||||||
|
Name
|
Number
of Shares
|
Percent
|
Number
of Shares
|
Number
of Shares
|
Percent
|
|||||
|
Persons
owning more than 5% of a class of our equity
securities.
|
||||||||||
|
OSG
International, Inc.(1)
|
8,751,500
|
29.17
|
8,751,500
|
0
|
0
|
|||||
|
Scott
A. Bommer(2)
|
1,705,527
|
5.68
|
0
|
1,705,527
|
5.68
|
|||||
|
Directors
|
||||||||||
|
Erik
A. Lind(3)
|
7,976
|
*
|
0
|
7,976
|
*
|
|||||
|
Randee
Day(3)
|
7,976
|
*
|
0
|
7,976
|
*
|
|||||
|
Rolf
A. Wikborg(3)
|
7,976
|
*
|
0
|
7,976
|
*
|
|||||
|
Executive
Officers
|
||||||||||
|
Ole
Jacob Diesen(4)
|
33,383
|
*
|
0
|
33,383
|
*
|
|||||
|
Eirik
Ubøe(5)
|
24,663
|
*
|
0
|
24,663
|
*
|
|||||
|
Tom
R. Kjeldsberg(6)
|
8,218
|
*
|
0
|
8,218
|
*
|
|||||
|
Directors
and executive officers as a group (6 persons)(7)
|
90,192
|
*
|
0
|
90,192
|
*
|
|||||
________________
|
*
|
Less
than 1%
|
|
(1)
|
We
were incorporated on April 14, 2005 in the Marshall Islands as a
wholly
owned subsidiary of OIN, which is a wholly owned subsidiary of OSG.
The
principal address of OIN is Trust Company Complex, Ajeltake Island,
Ajeltake Road, Majuro, Marshall Islands
MH96960.
|
|
(2)
|
Based
on a Schedule 13G filed with the Commission on February 26, 2007
by Scott
A. Bommer, individually and (a) as managing member of SAB Capital
Advisors, L.L.C., for itself and as the general partner of (i) SAB
Capital
Partners, L.P. and (ii) SAB Capital Partners II, L.P.; and (iii)
SAB
Overseas Master Fund, L.P.; and (b) as managing member of SAB Capital
Management, L.L.C., for itself and as the general partner of SAB
Capital
Management, L.P. The address of the principal business office of
each of
these reporting persons is 712 Fifth Avenue, 42nd Floor, New York,
NY
10019.
|
8
|
(3)
|
Includes
5,697 shares of restricted stock subject to vesting
conditions.
|
|
(4)
|
Does
not include 23,148 options with an exercise price of $12 per share
and
expiring on October 18, 2015 subject to vesting conditions. Includes
25,129 shares of restricted stock subject to vesting
conditions.
|
|
(5)
|
Does
not include 23,148 options with an exercise price of $12 per share
and
expiring on October 18, 2015 subject to vesting conditions. Includes
18,009 shares of restricted stock subject to vesting
conditions.
|
|
(6)
|
Consists
solely of 8,218 shares of restricted stock subject to vesting
conditions.
|
|
(7)
|
Includes
68,447 shares of restricted stock subject to vesting
conditions.
|
We
are
registering the securities offered in this prospectus pursuant to the
registration rights agreement with OIN, pursuant to which OIN has demand
registration rights relating to the common stock that it holds, subject to
the
requirement that any demand registration made by OIN must cover at least 5%
of
our outstanding common stock. The registration rights agreement provides that
OIN has the right to assign its rights under that agreement in connection with
a
transfer of its shares of common stock, provided that the transferee purchases
at least 5% of our outstanding common stock in such transfer.
9
We
are
registering for sale by the selling stockholder, from time to time, 8,751,500
shares of our common stock. The selling stockholder may offer and sell, from
time to time, some or all of the shares covered by this prospectus. We have
registered the shares covered by this prospectus for offer and sale by the
selling stockholder so that those shares may be freely sold to the public by
the
selling stockholder. Registration of the shares covered by this prospectus
does
not mean, however, that those shares necessarily will be offered or
sold.
The
selling stockholder may pledge or grant a security interest in some or all
of
the shares of common stock owned by it and, if it defaults in the performance
of
its secured obligations, the pledgees or secured parties may offer and sell
the
shares of common stock from time to time pursuant to this prospectus, or any
amendment to this prospectus amending, if necessary, the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus. The selling stockholder may
also
transfer and donate the shares of common stock in other circumstances, in which
case the transferees, donees, pledgees or other successors in interest will
be
the selling beneficial owners for purposes of this prospectus.
The
selling stockholder will act independently of us in making decisions with
respect to the timing, manner and size of each sale of shares pursuant to this
prospectus. The selling stockholder may sell its shares covered by this
prospectus from time to time, in one or more transactions, at market prices
prevailing at the time of sale, at prices related to market prices, at a fixed
price or prices subject to change, at varying prices determined at the time
of
sale or at negotiated prices, by a variety of methods including the
following:
|
$
|
on
the New York Stock Exchange or any other national securities exchange
or
U.S. inter-dealer system of a registered national securities association
on which our common stock may be listed or quoted at the time of
sale;
|
|
$
|
in
the over-the-counter market;
|
|
$
|
in
privately negotiated transactions;
|
|
$
|
in
an exchange distribution in accordance with the rules of the applicable
exchange;
|
|
$
|
as
settlement of short sales entered into after the date of the
prospectus;
|
|
$
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
|
$
|
through
broker-dealers, who may act as agents or
principals;
|
|
$
|
through
sales “at the market” to or through a
market-maker;
|
|
$
|
in
a block trade, in which a broker-dealer will attempt to sell a block
of
shares of common stock as agent but may position and resell a portion
of
the block as principal to facilitate the
transaction;
|
|
$
|
through
one or more underwriters on a firm commitment or best-efforts
basis;
|
|
$
|
directly
to one or more purchasers;
|
|
$
|
through
agents;
|
10
|
$
|
in
options transactions;
|
|
$
|
over
the internet;
|
|
$
|
any
other method permitted pursuant to applicable law;
or
|
|
$
|
in
any combination of the above.
|
In
effecting sales, brokers or dealers engaged by the selling stockholder may
arrange for other brokers or dealers to participate. Broker-dealer transactions
may include:
|
$
|
purchases
of the shares by a broker-dealer as principal and resales of the
shares by
the broker-dealer for its account pursuant to this
prospectus;
|
|
$
|
ordinary
brokerage transactions; or
|
|
$
|
transactions
in which the broker-dealer solicits
purchasers.
|
In
addition, the selling stockholder may sell any shares covered by this prospectus
in private transactions or under Rule 144 of the Securities Act of 1933, as
amended, rather than pursuant to this prospectus.
In
connection with the sale of shares covered by this prospectus, broker-dealers
may receive commissions or other compensation from the selling stockholder
in
the form of commissions, discounts or concessions. Broker-dealers may also
receive compensation from purchasers of the shares for whom they act as agents
or to whom they sell as principals or both. Compensation as to a particular
broker-dealer may be in excess of customary commissions or in amounts to be
negotiated. In connection with any underwritten offering, underwriters may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholder or from purchasers of the shares for whom they act
as
agents. Underwriters may sell the shares to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they
may
act as agents. The selling stockholder and any underwriters, broker-dealers
or
agents that participate in the distribution of the common shares may be deemed
to be “underwriters” within the meaning of the Securities Act of 1933, as
amended, and any profit on the sale of the shares by them and any discounts,
commissions or concessions received by any of those underwriters, broker-dealers
or agents may be deemed to be underwriting discounts and commissions under
the
Securities Act of 1933, as amended.
In
connection with the distribution of the shares covered by this prospectus or
otherwise, the selling stockholder may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in
short
sales of our common stock in the course of hedging the positions they assume
with the selling stockholder. The selling stockholder may also sell shares
of
our common stock short and deliver the shares offered by this prospectus to
close out its short positions. The selling stockholder may also enter into
option or other transactions with broker-dealers or other financial
institutions, which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus, as supplemented or amended to reflect such transaction. The selling
stockholder may also from time to time pledge its common shares pursuant to
the
margin provisions of its customer agreements with its brokers. Upon default
by
the selling shareholder, the broker may offer and sell such pledged common
shares from time to time pursuant to this prospectus, as supplemented or amended
to reflect such transaction.
11
At
any
time a particular offer of the common shares covered by this prospectus is
made,
a revised prospectus or prospectus supplement, if required, will be distributed
which will set forth the aggregate amount of shares covered by this prospectus
being offered and the terms of the offering, including the name or names of
any
underwriters, dealers, brokers or agents, any discounts, commissions,
concessions and other items constituting compensation from the selling
stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to dealers. Such prospectus supplement, and, if necessary, a
post-effective amendment to the registration statement of which this prospectus
is a part, will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the common shares
covered by this prospectus. In order to comply with the securities laws of
certain states, if applicable, the shares sold under this prospectus may only
be
sold through registered or licensed broker-dealers. In addition, in some states
the shares may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from registration or qualification
requirements is available and is complied with. We have informed the selling
stockholder that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to its sales
of
shares in the market and to the activities of the selling stockholder and its
respective affiliates. The selling stockholder has advised us that it has not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares, nor is there
an
underwriter or coordinating broker acting in connection with the proposed sale
of the shares by the selling stockholder.
In
connection with an underwritten offering, we and the selling stockholder would
execute an underwriting agreement with an underwriter or underwriters. Unless
otherwise indicated in the revised prospectus or applicable prospectus
supplement, such underwriting agreement would provide that the obligations
of
the underwriter or underwriters are subject to certain conditions precedent
and
that the underwriter or underwriters with respect to a sale of the covered
shares will be obligated to purchase all of the covered shares if any such
shares are purchased. The selling stockholder may grant to the underwriter
or
underwriters an option to purchase additional shares of common stock at the
public offering price, as may be set forth in the revised prospectus or
applicable prospectus supplement. If the selling stockholder grants any such
option, the terms of the option will be set forth in the revised prospectus
or
applicable prospectus supplement.
Underwriters,
agents, brokers or dealers may be entitled, pursuant to relevant agreements
entered into with us and the selling stockholder, to indemnification by us
and
the selling stockholder against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, that may arise from any untrue
statement or alleged untrue statement of a material fact, or any omission or
alleged omission to state a material fact in this prospectus, any supplement
or
amendment hereto, or in the registration statement of which this prospectus
forms a part, or to contribution with respect to payments which the
underwriters, agents, brokers or dealers may be required to make.
Under
our
registration rights agreement with the selling stockholder, the selling
stockholder has agreed to pay all of our expenses incident to the offering
and
sale of the shares covered by this prospectus. We have agreed to indemnify
the
selling stockholder, its controlling persons and its respective officers,
directors, partners, employees, representatives and agents against certain
losses, claims, damages, actions, expenses and other liabilities arising under
the securities laws in connection with this offering. The selling stockholder
has agreed, severally, to indemnify us, our officers and directors who sign
the
registration statement of which this prospectus forms a part against any losses,
claims, damages, actions, expenses and other liabilities, arising under the
securities laws in connection with this offering with respect to written
information furnished to us by the selling stockholder for inclusion in the
registration statement of which this prospectus forms a part (and up to the
amount of the net proceeds received by the selling shareholder from sales of
the
shares giving rise to such obligations).
12
Our
consolidated and predecessor combined financial statements appearing in our
annual report on Form 20-F for the year ended December 31, 2006, have been
audited by Ernst & Young LLP, an independent registered public accounting
firm, as set forth in their report thereon, included therein, and incorporated
herein by reference. 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.
The
validity of our common stock offered hereby and certain other matters relating
to Marshall Islands law will be passed upon for us by Reeder & Simpson P.C.
Certain other legal matters relating to United States law will be passed upon
for us by Cravath, Swaine & Moore LLP, New York, New York. Certain legal
matters will be passed upon for any underwriters, dealers or agents by Simpson
Thacher & Bartlett LLP, New York, New York.
Our
bylaws provide that we shall, subject to the limitations contained in the
Marshall Islands Business Corporation Act, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
The
form
of underwriting agreement, which is filed as Exhibit 1.1 to the registration
statement of which this prospectus forms a part, provides that the underwriters
to be named therein agree to indemnify us and hold us harmless, together with
each of our directors, officers or controlling persons from and against certain
liabilities, including liabilities arising under the Securities Act of 1933,
as
amended. This form of underwriting agreement also provides that such
underwriters will contribute to amounts paid or payable by such indemnified
persons as a result of certain liabilities under the Securities Act of 1933,
as
amended.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended, may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
13
The
following is a discussion of the material Marshall Islands and United States
federal income tax considerations relevant to an investment decision by a
“United States Holder”, as that term is defined below, with respect to the
acquisition, ownership and disposition of our common stock. This discussion
does
not purport to deal with the tax consequences of owning common stock to all
categories of investors, some of which (such as financial institutions,
regulated investment companies, real estate investment trusts, tax-exempt
organizations, insurance companies, persons holding our common stock as part
of
a hedging, integrated, conversion or constructive sale transaction or a
straddle, traders in securities that have elected the mark-to-market method
of
accounting for their securities, persons liable for alternative minimum tax,
persons who are investors in pass-through entities, dealers in securities or
currencies and investors whose functional currency is not the United States
dollar) may be subject to special rules.
WE
RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX
CONSEQUENCES ARISING IN YOUR OWN PARTICULAR SITUATION UNDER UNITED STATES
FEDERAL, STATE, LOCAL OR FOREIGN LAW OF THE OWNERSHIP OF COMMON
STOCK.
Marshall
Islands Tax Considerations
The
following are the material Marshall Islands tax consequences of our activities
to us and stockholders of our common stock. We are incorporated in the Marshall
Islands. Under current Marshall Islands law, we are not subject to tax on income
or capital gains, and no Marshall Islands withholding tax will be imposed upon
payments of dividends by us to our stockholders.
United
States Federal Income Tax Considerations
This
discussion is based on the Internal Revenue Code of 1986, as amended (the
“Code”), Treasury regulations issued thereunder, published administrative
interpretations of the Internal Revenue Service, or “IRS”, and judicial
decisions as of the date hereof, all of which are subject to change at any
time,
possibly on a retroactive basis.
Taxation
of Operating Income: In General
Our
subsidiaries have elected to be treated as disregarded entities for U.S. federal
income tax purposes. As a result, for purposes of the discussion below, our
subsidiaries are treated as branches of us rather than as separate
corporations.
Unless
exempt from United States federal income taxation under the rules contained
in
Section 883 of the Code (discussed below), a foreign corporation is subject
to United States federal income taxation on its shipping income that is treated
as derived from sources within the United States, referred to as “United States
source shipping income.” For these purposes “shipping income” means any income
that is derived from the use of vessels, from the hiring or leasing of vessels
for use on a time, voyage or bareboat charter basis, from the participation
in a
pool, partnership, strategic alliance, joint operating agreement, code sharing
arrangement or other joint venture it directly or indirectly owns or
participates in that generates such income, or from the performance of services
directly related to those uses. For tax purposes, United States source shipping
income includes (i) 50% of shipping income that is attributable to
transportation that begins or ends, but that does not both begin and end, in
the
United States and (ii) 100% of shipping income that is attributable to
transportation that both begins and ends in the United States.
Shipping
income attributable to transportation exclusively between non-United States
ports will be considered to be 100% derived from sources outside the United
States. Shipping income derived from sources outside the United States will
not
be subject to any United States federal income tax.
14
In
the
absence of exemption from tax under Section 883, our gross United States
source shipping income would be subject to a 4% tax imposed without allowance
for deductions as described below. We have not, nor do we believe we will engage
in transportation that produces income which is considered to be 100% from
sources within the United States.
Exemption
of operating income from United States federal income taxation
Under
Section 883 of the Code and the regulations thereunder, we will be exempt
from United States federal income taxation on its United States source shipping
income if:
|
$
|
we
are organized in a foreign country (the “country of organization”) that
grants an “equivalent exemption” to corporations organized in the United
States; and
|
|
$
|
either
|
| (A) more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, referred to as the “50% Ownership Test,” or |
| (B) our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, referred to as the “Publicly-Traded Test”. |
The
Marshall Islands, the jurisdiction where we and our ship-owning subsidiaries
are
incorporated, grants an “equivalent exemption” to United States corporations.
Therefore, we will be exempt from United States federal income taxation with
respect to our United States source shipping income if either the 50% Ownership
Test or the Publicly-Traded Test is met. As a result of the IPO, it is difficult
to satisfy the 50% Ownership Test due to the widely-held ownership of our
stock.
As
to the
Publicly-Traded Test, the regulations under Code Section 883 provide, in
pertinent part, that stock of a foreign corporation will be considered to be
“primarily traded” on an established securities market in a country if the
number of shares of each class of stock that is traded during any taxable year
on all established securities markets in that country exceeds the number of
shares in each such class that is traded during that year on established
securities markets in any other single country. We believe that our common
stock, which is, and will continue to be, the sole class of our issued and
outstanding stock, is, and will continue to be, “primarily traded” on the New
York Stock Exchange, which is an established securities market for these
purposes.
The
Publicly-Traded Test also requires our common stock be “regularly traded” on an
established securities market. Under the regulations, our common stock is
considered to be “regularly traded” on an established securities market if one
or more classes of our stock representing more than 50% of our outstanding
shares, by both total combined voting power of all classes of stock entitled
to
vote and total value, are listed on the market, referred to as the “listing
threshold.” The regulations further require that with respect to each class of
stock relied upon to meet the listing threshold, (i) such class of stock is
traded on the market, other than in minimal quantities, on at least 60 days
during the taxable year or 1/6 of the days in a short taxable year; and
(ii) the aggregate number of shares of such class of stock traded on such
market during the taxable year is at least 10% of the average number of shares
of such class of stock outstanding during such year (as appropriately adjusted
in the case of a short taxable year). We believe we satisfy, and will continue
to satisfy, the trading frequency and trading
volume
tests. However, even if we do not satisfy both tests, the regulations provide
that the trading frequency and trading volume tests will be deemed satisfied
if
our common stock is traded on an established market in the United States and
such stock is regularly quoted by dealers making a market in such stock. We
believe this is, and will continue to be, the case.
15
Notwithstanding
the foregoing, a class of our stock will not be considered to be “regularly
traded” on an established securities market for any taxable year in which 50% or
more of the vote and value of the outstanding shares of such class are owned,
actually or constructively under certain stock attribution rules, on more than
half the days during the taxable year by persons who each own 5% or more of
the
value of such class of our outstanding stock, referred to as the “5 Percent
Override Rule.”
In
order
to determine the persons who actually or constructively own 5% or more of our
stock, or “5% Stockholders,” we are permitted to rely on those persons that are
identified on Schedule 13G and Schedule 13D filings with the
Commission as having a 5% or more beneficial interest in our common stock.
In
addition, an investment company identified on a Schedule 13G or
Schedule 13D filing which is registered under the Investment Company Act of
1940, as amended, will not be treated as a 5% Stockholder for such
purposes.
In
the
event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule
will
nevertheless not apply if we can establish that among the closely-held group
of
5% Stockholders, there are sufficient 5% Stockholders that are considered to
be
“qualified stockholders” for purposes of Section 883 to preclude
non-qualified 5% Stockholders in the closely-held group from owning 50% or
more
of each class of our stock for more than half the number of days during the
taxable year.
As
of
December 31, 2006, OIN owned approximately 44.5% of our common stock and was
a
5% Stockholder. Based on OIN's ownership and our review of the Commission
filings discussed above, we believe that we satisfied the Publicly-Traded Test
and were not subject to the 5 Percent Override Rule during 2006. We currently
believe that we will continue to satisfy the Publicly-Traded Test, although
no
assurances can be given that this will be the case.
In
any
year that the 5 Percent Override Rule is triggered with respect to us, we are
eligible for the exemption from tax under Section 883 only if we can
nevertheless satisfy the Publicly-Traded Test (which requires, among other
things, showing that the exception to the 5 Percent Override Rule applies)
or if
we can satisfy the 50% Ownership Test. In either case, we would have to satisfy
certain substantiation requirements regarding the identity of our stockholders
in order to qualify for the Section 883 exemption. These requirements are
onerous and there is no assurance that we would be able to satisfy
them.
To
the
extent the benefits of Section 883 are unavailable, our United States
source shipping income, to the extent not considered to be “effectively
connected” with the conduct of a United States trade or business, as described
below, would be subject to a 4% tax imposed by Section 887 of the Code on a
gross basis, without the benefit of deductions. Since under the sourcing rules
described above, no more than 50% of our shipping income would be treated as
being United States source shipping income, the maximum effective rate of United
States federal income tax on its shipping income would never exceed 2% under
the
4% gross basis tax regime.
To
the
extent the benefits of the Section 883 exemption are unavailable and our
United States source shipping income is considered to be “effectively connected”
with the conduct of a United States trade or business, as described below,
any
such “effectively connected” United States source shipping income, net of
applicable deductions, would be subject to the United States federal corporate
income tax currently imposed at rates of up to 35%. In addition, we may be
subject to the 30% “branch profits” taxes on earnings effectively connected with
the conduct of such trade or business, as determined after allowance for certain
adjustments, and on certain interest paid or deemed paid attributable to the
conduct of our United States trade or business.
16
Our
United States source shipping income would be considered “effectively connected”
with the conduct of a United States trade or business only if:
|
$
|
we
had, or were considered to have, a fixed place of business in the
United
States involved in the earning of United States source shipping income;
and
|
|
$
|
substantially
all of our United States source shipping income was attributable
to
regularly scheduled transportation, such as the operation of a vessel
that
followed a published schedule with repeated sailings at regular intervals
between the same points for voyages that begin or end in the United
States.
|
We
do not
have, nor will we permit circumstances that would result in having, any vessel
sailing to or from the United States on a regularly scheduled basis. Based
on
the foregoing and on the expected mode of our shipping operations and other
activities, we believe that none of our United States source shipping income
is
or will be “effectively connected” with the conduct of a United States trade or
business.
United
States taxation of gain on sale of vessels
Regardless
of whether we qualify for exemption under Section 883, we will not be
subject to United States federal income taxation with respect to gain realized
on a sale of a vessel, provided the sale is considered to occur outside of
the
United States under United States federal income tax principles. In general,
a
sale of a vessel will be considered to occur outside of the United States for
this purpose if title to the vessel, and risk of loss with respect to the
vessel, pass to the buyer outside of the United States. It is expected that
any
sale of a vessel will be considered to occur outside of the United
States.
United
States Federal Income Taxation of “United States Holders”
As
used
herein, the term “United States Holder” means a beneficial owner of common stock
that:
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$
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is
an individual United States citizen or resident, a United States
corporation or other United States entity taxable as a corporation,
an
estate the income of which is subject to United States federal income
taxation regardless of its source, or a trust if a court within the
United
States is able to exercise primary jurisdiction over the administration
of
the trust and one or more United States persons have the authority
to
control all substantial decisions of the
trust;
|
|
$
|
owns
our common stock as a capital asset;
and
|
|
$
|
owns
less than 10% of our common stock for United States federal income
tax
purposes.
|
If
a
partnership holds our common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of
the
partnership. If you are a partner in a partnership holding our common stock,
we
suggest that you consult your tax advisor.
Distributions
Subject
to the discussion of passive foreign investment companies (“PFICs”) below, any
distributions made by us with respect to our common stock to a United States
Holder will generally constitute dividends to the extent of its current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Distributions in excess of such earnings and profits
will
be treated first as a nontaxable return of capital to the extent of the United
States Holder's tax basis in his common stock on a dollar-for-dollar basis
and
thereafter as capital gain. Because we are not a United States corporation,
United States Holders that are corporations will not be entitled to claim a
dividends received deduction with respect to any distributions they receive
from
us. Dividends paid with respect to our common stock will generally be treated
as
“passive income” for purposes of computing allowable foreign tax credits for
United States foreign tax credit purposes.
17
Dividends
paid on our common stock to a United States Holder who is an individual, trust
or estate (a “United States Non-Corporate Holder”) will generally be treated as
“qualified dividend income” that is taxable to such United States Non-Corporate
Holder at a preferential tax rate of 15% (through 2010) provided that
(1) the common stock is readily tradable on an established securities
market in the United States (such as the New York Stock Exchange); (2) we
are not a PFIC for the taxable year during which the dividend is paid or the
immediately preceding taxable year (see discussion below); (3) the United
States Non-Corporate Holder has owned the common stock for more than
60 days in the 121-day period beginning 60 days before the date on
which the common stock becomes ex-dividend; and (4) the United States
Non-Corporate Holder is not under an obligation to make related payments with
respect to positions in substantially similar or related property. Special
rules
may apply to any “extraordinary dividend”—generally, a dividend in an amount
which is equal to or in excess of 10% of a stockholder's adjusted basis in
a
share of common stock—paid by us. If we pay an “extraordinary dividend” on our
common stock that is treated as “qualified dividend income,” then any loss
derived by a United States Non-Corporate Holder from the sale or exchange of
such common stock will be treated as long-term capital loss to the extent of
such dividend. There is no assurance that any dividends paid on our common
stock
will be eligible for these preferential rates in the hands of a United States
Non-Corporate Holder, although we believe that they will be so eligible provided
that we are not a PFIC, as discussed below. Any dividends out of earnings and
profits we pay which are not eligible for these preferential rates will be
taxed
at ordinary income rates in the hands of a United States Non-Corporate
Holder.
In
addition, even if we are not a PFIC, under proposed legislation, dividends
of a
corporation incorporated in a country without a “comprehensive income tax
system” paid to United States Non-Corporate Holders would not be eligible for
the 15% tax rate. Although the term “comprehensive income tax system” is not
defined in the proposed legislation, we believe this rule would apply to us
because we are incorporated in the Marshall Islands.
Sale,
exchange or other disposition of common stock
Provided
that we are not a PFIC for any taxable year, a United States Holder generally
will recognize taxable gain or loss upon a sale, exchange or other disposition
of our common stock in an amount equal to the difference between the amount
realized by the United States Holder from such sale, exchange or other
disposition and the United States Holder's tax basis in such stock.
Such
gain
or loss will be treated as long-term capital gain or loss if the United States
Holder's holding period is greater than one year at the time of the sale,
exchange or other disposition. Such capital gain or loss will generally be
treated as United States source income or loss, as applicable, for United States
foreign tax credit purposes. Long-term capital gains of United States
Non-Corporate Holders are eligible for reduced rates of taxation. A United
States Holder's ability to deduct capital losses against ordinary income is
subject to certain limitations.
18
PFIC
status and significant tax consequences
Special
United States federal income tax rules apply to a United States Holder that
holds stock in a foreign corporation classified as a PFIC for United States
federal income tax purposes. In particular, United States Non-Corporate Holders
will not be eligible for the 15% tax rate on qualified dividends. In general,
we
will be treated as a PFIC with respect to a United States Holder if, for any
taxable year in which such holder held its common stock, either:
|
$
|
at
least 75% of our gross income for such taxable year consists of passive
income (e.g., dividends, interest, capital gains and rents derived
other
than in the active conduct of a rental business),
or
|
|
$
|
at
least 50% of the average value of our assets during such taxable
year
produce, or are held for the production of, passive
income.
|
Income
earned, or deemed earned, by us in connection with the performance of services
would not constitute passive income. By contrast, rental income would generally
constitute “passive income” unless we were treated under specific rules as
deriving our rental income in the active conduct of a trade or
business.
Cravath,
Swaine & Moore LLP (“Tax Counsel”) provided us with an opinion dated January
29, 2007, stating that it was more likely than not that we are not a PFIC.
This
opinion was based on our operations and certain representations made by OSG
and
ourselves, including representations that the terms of each Ship Management
Agreement and time charter, taken as a whole, as well as certain specific terms
in each agreement, were in accordance with normal commercial practice for
agreements made at arm's length between unrelated parties. Based on the
foregoing, Tax Counsel concluded that, although there was no legal authority
directly on point, the gross income we derived from the time chartering
activities of our subsidiaries more likely than not constituted services income,
rather than rental income. Consequently, such income more likely than not did
not constitute passive income, and the assets that we or our wholly owned
subsidiaries owned and operated in connection with the production of such
income, in particular, the vessels, more likely than not did not constitute
passive assets for purposes of determining whether we were a PFIC. Tax Counsel
stated that there was legal authority supporting its position, consisting of
case law and IRS pronouncements, concerning the characterization of income
derived from time charters as services income for other tax purposes. However,
there was no legal authority specifically relating to the statutory provisions
governing PFICs or relating to circumstances substantially similar to that
of
us. In addition, the opinion of Tax Counsel was based on representations of
OSG
and ourselves that were not reviewed by the IRS. As a result, the IRS or a
court
could disagree with our position. No assurance can be given that this result
will not occur. We have not materially changed our operations since the time
the
opinion was given, and believe that the representations given to Tax Counsel
at
the time of the opinion remain true and accurate. We expect that, in connection
with the closing of each offering under this prospectus, Tax Counsel will issue
an opinion in form and substance substantially similar to the opinion issued
by
Tax Counsel on January 29, 2007. We therefore believe that we have not been,
and
are not currently, a PFIC. In addition, although we intend to conduct our
affairs in a manner to avoid, to the extent possible, being classified as a
PFIC
with respect to any taxable year, we cannot assure you that the nature of our
operations will not change in the future, or that we can avoid PFIC status
in
the future.
As
discussed more fully below, if we were treated as a PFIC for any taxable year,
a
United States Holder would be subject to different taxation rules depending
on
whether the United States Holder made an election to treat us as a “Qualified
Electing Fund,” which election is referred to as a “QEF election.” As an
alternative to making a QEF election, a United States Holder should be able
to
make a "mark-to-market" election with respect to our common stock, as discussed
below.
19
Taxation
of United States Holders making a timely QEF election
If
we
were a PFIC and a United States Holder made a timely QEF election, which United
States Holder is referred to as an “Electing Holder,” the Electing Holder would
report each year for United States federal income tax purposes its pro rata
share of our ordinary earnings and our net capital gain (which gain shall not
exceed our earnings and profits for the taxable year), if any, for our taxable
year that ends with or within the taxable year of the Electing Holder,
regardless of whether or not distributions were received from us by the Electing
Holder. Any such ordinary income would not be eligible for the preferential
tax
rates applicable to qualified dividend income as discussed above. The Electing
Holder's adjusted tax basis in the common stock would be increased to reflect
taxed but undistributed earnings and profits. Distributions of earnings and
profits that had been previously taxed would, pursuant to this election, result
in a corresponding reduction in the adjusted tax basis in the common stock
and
would not be taxed again once distributed. An Electing Holder would not,
however, be entitled to a deduction for its pro rata share of any losses that
we
incurred with respect to any year. An Electing Holder would generally recognize
capital gain or loss on the sale, exchange or other disposition of our common
stock. A United States Holder would make a QEF election with respect to any
year
that we are a PFIC by filing one copy of IRS Form 8621 with his United
States federal income tax return. If we were treated as a PFIC for any taxable
year, we would provide each United States Holder with all necessary information
in order to make the QEF election described above. Even if a United States
Holder makes a QEF election for one of our taxable years, if we were a PFIC
for
a prior taxable year during which the holder was a stockholder and for which
the
holder did not make a timely QEF election, different and more adverse tax
consequences would apply.
Taxation
of United States Holders making a "mark-to-market" election
Alternatively,
if we were treated as a PFIC for any taxable year and, as we believe, our stock
is treated as “marketable stock,” a United States Holder would be allowed to
make a “mark-to-market” election with respect to our common stock, provided the
United States Holder completes and files IRS Form 8621 in accordance with
the relevant instructions and related Treasury regulations. If that election
is
made, the United States Holder generally would include as ordinary income in
each taxable year the excess, if any, of the fair market value of the common
stock at the end of the taxable year over such holder's adjusted tax basis
in
the common stock. The United States Holder would also be permitted an ordinary
loss in respect of the excess, if any, of the United States Holder's adjusted
tax basis in the common stock over its fair market value at the end of the
taxable year, but only to the extent of the net amount previously included
in
income as a result of the mark-to-market election. A United States Holder's
tax
basis in his common stock would be adjusted to reflect any such income or loss
amount. Gain realized on the sale, exchange or other disposition of our common
stock would be treated as ordinary income, and any loss realized on the sale,
exchange or other disposition of the common stock would be treated as ordinary
loss to the extent that such loss does not exceed the net mark-to-market gains
previously included by the United States Holder in income.
Taxation
of United States Holders not making a timely QEF or “mark-to-market”
election
Finally,
if we were treated as a PFIC for any taxable year, a United States Holder who
does not make either a QEF election or a "mark-to-market" election for that
year, referred to as a “Non-Electing Holder,” would be subject to special rules
with respect to (1) any excess distribution (i.e., the portion of any
distributions received by the Non-Electing Holder on our common stock in a
taxable year in excess of 125% of the average annual distributions received
by
the Non-Electing Holder in the three preceding taxable years, or, if shorter,
the Non-Electing Holder's holding period for the common stock), and (2) any
gain realized on the sale, exchange or other disposition of our common stock.
Under these special rules:
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$
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the
excess distribution or gain would be allocated ratably over the
Non-Electing Holder's aggregate holding period for the common
stock;
|
20
|
$
|
the
amount allocated to the current taxable year and any taxable year
prior to
the first taxable year in which we were a PFIC during the Non-Electing
Holder's holding period, would be taxed as ordinary income;
and
|
|
$
|
the
amount allocated to each of the other taxable years would be subject
to
tax at the highest rate of tax in effect for the applicable class
of
taxpayer for that year, and an interest charge for the deemed deferral
benefit would be imposed with respect to the resulting tax attributable
to
each such other taxable year.
|
These
penalties would not apply to a qualified pension, profit sharing or other
retirement trust or other tax-exempt organization that did not borrow money
or
otherwise utilize leverage in connection with its acquisition of our common
stock. If we were a PFIC and a Non-Electing Holder who was an individual died
while owning our common stock, such holder's successor generally would not
receive a step-up in tax basis with respect to such stock. Certain of these
rules would apply to a United States Holder who made a QEF election for one
of
our taxable years if it were a PFIC in a prior taxable year during which the
holder was a stockholder and for which the holder did not make a QEF
election.
United
States Federal Income Taxation of "Non-United States
Holders"
A
beneficial owner of common stock (other than a partnership) that is not a United
States Holder is referred to herein as a "Non-United States
Holder."
Dividends
on common stock
Non-United
States Holders generally will not be subject to United States federal income
tax
or withholding tax on dividends received from us with respect to our common
stock, unless that dividend income is effectively connected with the Non-United
States Holder's conduct of a trade or business in the United States. If the
Non-United States Holder is entitled to the benefits of a United States income
tax treaty with respect to those dividends, that income is taxable only if
it is
attributable to a permanent establishment maintained by the Non-United States
Holder in the United States.
Sale,
exchange or other disposition of common stock
Non-United
States Holders generally will not be subject to United States federal income
tax
or withholding tax on any gain realized upon the sale, exchange or other
disposition of our common stock, unless:
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$
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the
gain is effectively connected with the Non-United States Holder's
conduct
of a trade or business in the United States (and, if the Non-United
States
Holder is entitled to the benefits of an income tax treaty with respect
to
that gain, that gain is attributable to a permanent establishment
maintained by the Non-United States Holder in the United States);
or
|
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$
|
the
Non-United States Holder is an individual who is present in the United
States for 183 days or more during the taxable year of disposition
and other conditions are met.
|
If
the
Non-United States Holder is engaged in a United States trade or business for
United States federal income tax purposes, the income from the common stock,
including dividends and the gain from the sale, exchange or other disposition
of
the stock, that is effectively connected with the conduct of that trade or
business will generally be subject to regular United States federal income
tax
in the same manner as discussed in the previous section relating to the taxation
of United States Holders. In addition, if you are a corporate Non-United States
Holder, your earnings and profits that are attributable to the effectively
connected income, which are subject to certain adjustments, may be subject
to an
additional branch profits tax at a rate of 30%, or at a lower rate as may be
specified by an applicable income tax treaty.
21
Backup
Withholding and Information Reporting
In
general, dividend payments, or other taxable distributions, made within the
United States to you will be subject to information reporting requirements
if
you are a non-corporate United States Holder. Such payments or distributions
may
also be subject to backup withholding tax if you are a non-corporate United
States Holder and you:
|
$
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fail
to provide an accurate taxpayer identification
number;
|
|
$
|
are
notified by the IRS that you have failed to report all interest or
dividends required to be shown on your federal income tax returns;
or
|
|
$
|
in
certain circumstances, fail to comply with applicable certification
requirements.
|
Non-United
States Holders may be required to establish their exemption from information
reporting and backup withholding by certifying their status on IRS
Form W-8BEN, W-8ECI or W-8IMY, as applicable.
If
you
are a Non-United States Holder and you sell our common stock to or through
a
United States office of a broker, the payment of the proceeds is subject to
both
United States backup withholding and information reporting unless you certify
that you are a non-United States person, under penalties of perjury, or you
otherwise establish an exemption. If you sell our common stock through a
non-United States office of a non-United States broker and the sales proceeds
are paid to you outside the United States, then information reporting and backup
withholding generally will not apply to that payment. However, United States
information reporting requirements, but not backup withholding, will apply
to a
payment of sales proceeds, even if that payment is made to you outside the
United States, if you sell our common stock through a non-United States office
of a broker that is a United States person or has some other contacts with
the
United States. Such information reporting requirements will not apply, however,
if the broker has documentary evidence in its records that you are a non-United
States person and certain other conditions are met, or you otherwise establish
an exemption.
Backup
withholding tax is not an additional tax. Rather, you generally may obtain
a
refund of any amounts withheld under backup withholding rules that exceed your
income tax liability by filing a refund claim with the IRS.
22
We
filed
with the Commission a registration statement on Form F-3 under the Securities
Act of 1933, as amended, with respect to the offer and sale of common stock
pursuant to this prospectus. This prospectus, filed as a part of the
registration statement, does not contain all of the information set forth in
the
registration statement or the exhibits and schedules thereto in accordance
with
the rules and regulations of the Commission and no reference is hereby made
to
such omitted information. Statements made in this prospectus concerning the
contents of any contract, agreement or other document filed as an exhibit to
the
registration statement are summaries of all of the material terms of such
contracts, agreements or documents, but do not repeat all of their terms.
Reference is made to each such exhibit for a more complete description of the
matters involved and such statements shall be deemed qualified in their entirety
by such reference. The registration statement and the exhibits and schedules
thereto filed with the Commission may be inspected, without charge, and copies
may be obtained at prescribed rates, at the public reference facility maintained
by the Commission at its principal office at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the public reference
facility by calling 1-800-SEC-0330. The Commission also maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements
and
other information regarding registrants that file electronically with the
Commission. For further information pertaining to the common stock offered
by
this prospectus and Double Hull Tankers, Inc. reference is made to the
registration statement.
We
are
subject to the information and periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and we file periodic reports and other
information with the Commission. These periodic reports and other information
are available for inspection and copying at the Commission’s public reference
facilities and the web site of the Commission referred to above. As a “foreign
private issuer”, we are exempt from the rules under the Securities Exchange Act
of 1934, as amended, prescribing the furnishing and content of proxy statements
to stockholders, but we are required to furnish certain proxy statements to
stockholders under New York Stock Exchange rules. Those proxy statements are
not
expected to conform to Schedule 14A of the proxy rules promulgated under the
Securities Exchange Act of 1934, as amended. In addition, as a “foreign private
issuer”, we are exempt from the rules under the Securities Exchange Act of 1934,
as amended, relating to short swing profit reporting and liability.
The
Commission allows us to “incorporate by reference” information that we file with
it. This means that we can disclose important information to you by referring
you to those filed documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Commission prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in
this
document.
We
incorporate by reference the documents listed below and any future filings
made
with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended: (i) Annual Report on Form 20-F for the
year ended December 31, 2006, filed with the Commission on April 5, 2007, which
contains audited consolidated financial statements for the most recent fiscal
year for which those statements have been filed, (ii) Financial Statements
for
the quarter ended March 31, 2007, filed with the Commission on Form 6-K on
May
22, 2007, (iii) Amendments to the Ship Management Agreements on Form 6-K, filed
with the Commission on May 17, 2007 and (iv) the Registration Statement on
Form
8-A, filed with the Commission on October 7, 2005.
We
are
also incorporating by reference all subsequent annual reports on Form 20-F
that
we file with the Commission and certain reports on Form 6-K that we furnish
to
the Commission after the date of this prospectus (if they state that they are
incorporated by reference into this prospectus) until we file a post-effective
amendment indicating that the offering of the securities made by this prospectus
has been terminated. In all cases, you should rely on the later information
over
different information included in this prospectus or the prospectus
supplement.
23
We
will
provide, free of charge upon written or oral request, to each person to whom
this prospectus is delivered, including any beneficial owner of the securities,
a copy of any or all of the information that has been incorporated by reference
into this prospectus, but which has not been delivered with the
prospectus. Requests for such information should be made to us at the
following address:
26
New
Street
St.
Helier
Jersey
JE23RA
Channel
Islands
Phone
+44
(0) 1534 639759
Email
info@dhtankers.com
You
should assume that the information appearing in this prospectus and any
accompanying prospectus supplement as well as the information we previously
filed with the Commission and incorporated by reference, is accurate as of
the
dates on the front cover of those documents only. Our business, financial
condition and results of operations and prospects may have changed since those
dates.
24
This
prospectus contains assumptions, expectations, projections, intentions and
beliefs about future events. When used in this document, words such as
“believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,”
“potential,” “will,” “may,” “should,” and “expect” and similar expressions are
intended to identify forward-looking statements, but are not the exclusive
means
of identifying such statements. These statements are intended as
“forward-looking statements.” We may also from time to time make forward-looking
statements in our periodic reports that we will file with the Commission, other
information sent to our security holders, and other written materials. We
caution that assumptions, expectations, projections, intentions and beliefs
about future events may and often do vary from actual results and the
differences can be material. The reasons for this include the risks,
uncertainties and factors described under the section of this prospectus
entitled “Risk Factors” on page 7 of this prospectus.
All
statements in this document that are not statements of historical fact are
forward-looking statements. Forward-looking statements include, but are not
limited to, such matters as:
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$
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future
payments of dividends and the availability of cash for payment of
dividends;
|
|
$
|
future
operating or financial results, including with respect to the amount
of
basic hire and additional hire that we may
receive;
|
|
$
|
statements
about future, pending or recent acquisitions, business strategy,
areas of
possible expansion and expected capital spending or operating
expenses;
|
|
$
|
statements
about tanker industry trends, including charter rates and vessel
values
and factors affecting vessel supply and
demand;
|
|
$
|
expectations
about the availability of vessels to purchase, the time which it
may take
to construct new vessels or vessels’ useful
lives;
|
|
$
|
expectations
about the availability of insurance on commercially reasonable
terms;
|
|
$
|
our
ability to repay our credit facility, to obtain additional financing
and
to obtain replacement charters for our
vessels;
|
|
$
|
assumptions
regarding interest rates;
|
|
$
|
changes
in production of or demand for oil and petroleum products, either
globally
or in particular regions;
|
|
$
|
greater
than anticipated levels of newbuilding orders or less than anticipated
rates of scrapping of older
vessels;
|
|
$
|
changes
in trading patterns for particular commodities significantly impacting
overall tonnage requirements;
|
|
$
|
change
in the rate of growth of the world and various regional
economies;
|
|
$
|
risks
incident to vessel operation, including discharge of pollutants;
and
|
25
|
$
|
unanticipated
changes in laws and regulations.
|
We
undertake no obligation to publicly update or revise any forward-looking
statements contained in this prospectus, whether as a result of new information,
future events or otherwise, except as required by law. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
prospectus might not occur, and our actual results could differ materially
from
those anticipated in these forward-looking statements.
26
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers.
Our
bylaws provide that we shall, subject to the limitations contained in the
Marshall Islands Business Corporation Act, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
The
form
of underwriting agreement, which is filed as Exhibit 1.1 to this registration
statement, provides that the underwriters to be named therein agree to indemnify
us and hold us harmless, together with each of our directors, officers and
controlling persons from and against certain liabilities, including liabilities
arising under the Securities Act of 1933, as amended. This form of underwriting
agreement also provides that such underwriters will contribute to amounts paid
or payable by such indemnified persons as a result of certain liabilities under
the Securities Act of 1933, as amended.
II-1
Item
9. Exhibits.
The
exhibits listed in the following table have been filed as part of this
registration statement.
II-2
II-3
Item
10. Undertakings.
The
undersigned registrant hereby undertakes:
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(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement, unless the
information required to be included is contained in reports filed
with or
furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement or is contained in a form of prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
that
is part of this registration
statement:
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|
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(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933, as amended;
|
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(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 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
and;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities
Act of
1933, as amended, each such post-effective amendment shall be deemed
to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the
initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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(4)
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To
file a post-effective amendment to the registration statement to
include
any financial statements required by Item 8.A. of Form 20-F at the
start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3)
of the
Securities Act of 1933, as amended, need not be furnished, provided,
that
the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(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 Securities Act of 1933, as amended, or Rule 3-19 under the
Securities Act of 1933, as amended, if such financial statements
and
information are contained in periodic reports filed with or furnished
to
the Commission by the registrant pursuant to Section 13 or Section
15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the Form F-3.
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II-4
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(5)
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That,
for the purpose of determining liability under the Securities Act
of 1933,
as amended, to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be
deemed to be part of this registration statement as of the date the
filed
prospectus was deemed part of and included in this registration
statement.
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of this registration statement for the purpose of
providing
the information required by section 10(a) of the Securities Act of
1933,
as amended, shall be deemed to be part of and included in this
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer
and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof. Provided, however,
that no
statement made in a registration statement or prospectus that is
part of
the registration statement or made in a document incorporated or
deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser
with a
time of contract of sale prior to such effective date, supersede
or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
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(6)
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That,
for the purpose of determining liability of the registrant under
the
Securities Act of 1933, as amended, to any purchaser in the initial
distribution of the securities: the undersigned registrant undertakes
that
in a primary offering of securities of the undersigned registrant
pursuant
to this registration statement, regardless of the underwriting method
used
to sell the securities to the purchaser, if the securities are offered
or
sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and
will be
considered to offer or sell such securities to such
purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant
or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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II-5
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(7)
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each
filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (and, where applicable,
each
filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in the registration statement shall be
deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering
thereof.
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(8)
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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, as amended; 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.
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II-6
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Oslo, Norway, on May 22, 2007.
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DOUBLE
HULL TANKERS, INC.
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By:
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/s/
Eirik Ubøe
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Ole Jacob Diesen and Eirik Ubøe his or her true
and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to he done, as fully for all intents and purposes as
he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on
the
date indicated.
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Signature
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Title
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Date
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||
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/s/
Ole Jacob Diesen
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||||
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Ole
Jacob Diesen
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Chief
Executive Officer
(Principal
Executive Officer)
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May
22, 2007
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||
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/s/
Eirik Ubøe
|
||||
|
Eirik
Ubøe
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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May
22, 2007
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||
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/s/
Erik A. Lind
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||||
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Erik
A. Lind
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Chairman
of the Board
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May
22, 2007
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||
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/s/
Randee Day
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||||
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Randee
Day
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Director
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May
22, 2007
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||
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/s/
Rolf A. Wikborg
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||||
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Rolf
A. Wikborg
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Director
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May
22, 2007
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||
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/s/
Donald J. Puglisi
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||||
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Donald
J. Puglisi
Managing
Director
Puglisi
& Associates
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Authorized
Representative in the United States
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May
22, 2007
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