Title of Each Class of Securities to be Registered (1)
|
Proposed Maximum
Aggregate Offering Price (2) |
Amount of
Registration Fee (2)
|
||||||
Common Stock, par value $0.01 per share
|
$
|
100,000,000
|
$
|
12,980
|
(1) |
The securities registered herein are offered pursuant to an automatic shelf registration statement on Form F-3 (Registration No. 333-237971) filed by SFL Corporation Ltd., effective May 1, 2020.
|
(2) |
Calculated in accordance with Rule 457(r) and made in accordance with Rule 456(b) under the Securities Act of 1933, as amended.
|
ABOUT THIS PROSPECTUS SUPPLEMENT
|
S-ii
|
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
|
S-iii
|
SUMMARY
|
S-1
|
THE OFFERING
|
S-3
|
RISK FACTORS
|
S-4
|
USE OF PROCEEDS
|
S-7
|
CAPITALIZATION
|
S-8
|
DIVIDEND POLICY
|
S-9
|
DESCRIPTION OF CAPITAL STOCK
|
S-10
|
TAXATION
|
S-14
|
PLAN OF DISTRIBUTION
|
S-22
|
EXPENSES
|
S-23
|
LEGAL MATTERS
|
S-24
|
EXPERTS
|
S-25
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
S-26
|
INFORMATION PROVIDED BY THE COMPANY
|
S-27
|
ABOUT THIS PROSPECTUS
|
ii
|
PROSPECTUS SUMMARY
|
1
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
RISK FACTORS
|
8
|
USE OF PROCEEDS
|
9
|
CAPITALIZATION
|
10
|
ENFORCEMENT OF CIVIL LIABILITIES
|
11
|
DESCRIPTION OF SFL PARENT’S SHARE CAPITAL
|
12
|
DESCRIPTION OF PREFERENCE SHARES
|
16
|
DESCRIPTION OF DEBT SECURITIES
|
17
|
DESCRIPTION OF WARRANTS
|
23
|
DESCRIPTION OF PURCHASE CONTRACTS
|
24
|
DESCRIPTION OF RIGHTS
|
25
|
DESCRIPTION OF UNITS
|
26
|
PLAN OF DISTRIBUTION
|
27
|
EXPENSES
|
29
|
LEGAL MATTERS
|
30
|
EXPERTS
|
30
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
30
|
• |
the strength of world economies;
|
• |
the Company’s ability to generate cash to service its indebtedness;
|
• |
the Company’s ability to continue to satisfy its financial and other covenants, or obtain waivers relating to such covenants from its lenders under its credit facilities;
|
• |
the availability of financing and refinancing, as well as the Company’s ability to obtain such financing or refinancing in the future to fund capital expenditures, acquisitions and other general corporate
activities and the Company's ability to comply with the restrictions and other covenants in its financing arrangements;
|
• |
the Company’s counterparties’ ability or willingness to honor their obligations under agreements with it;
|
• |
fluctuations in currencies and interest rates;
|
• |
general market conditions including fluctuations in charter hire rates and vessel values;
|
• |
availability of skilled workers and the related labor costs;
|
• |
the Company’s dependence on key personnel, adequacy of insurance coverage, and its ability to obtain indemnities from customers, changes in laws, treaties or regulations;
|
• |
changes in supply and generally the number, size and form of providers of goods and services in the markets in which the Company operates;
|
• |
changes in demand in the markets in which the Company operates;
|
• |
changes in demand resulting from changes in the Organization of the Petroleum Exporting Countries’ petroleum production levels and worldwide oil consumption and storage;
|
• |
developments regarding the technologies relating to oil exploration and the effects of new products and new technology in the Company’s industry;
|
• |
changes in market demand in countries which import commodities and finished goods and changes in the amount and location of the production of those commodities and finished goods;
|
• |
increased inspection procedures and more restrictive import and export controls;
|
• |
the imposition of sanctions by the Office of Foreign Assets Control of the Department of the U.S. Treasury (OFAC) or pursuant to other applicable laws or regulations against the Company or any of its
subsidiaries;
|
• |
compliance with governmental, tax, environmental and safety regulation, any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
|
• |
changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs;
|
• |
the impact of the discontinuance of LIBOR after 2021 on any of the Company’s debt that references LIBOR in the interest rate;
|
• |
the volatility of the price of the Company’s common shares;
|
• |
the Company’s incorporation under the laws of Bermuda and the different rights to relief that may be available compared to other countries, including the United States;
|
• |
performance of the Company’s charterers and other counterparties with whom the Company deals;
|
• |
the impact of any restructuring of the counterparties with whom the Company deals, including any potential restructuring of Deep Sea Supply Shipowning II AS and Solstad Offshore ASA, or Solstad, or Seadrill
Ltd., or Seadrill;
|
• |
timely delivery of vessels under construction within the contracted price;
|
• |
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
• |
potential liability from pending or future litigation;
|
• |
general domestic and international political conditions;
|
• |
the length and severity of the recent coronavirus outbreak (COVID-19) and its impact on the demand for commercial seaborne transportation and the condition of the financial markets;
|
• |
potential disruption of shipping routes due to accidents; and
|
• |
piracy or political events.
|
The Issuer
|
SFL Corporation Ltd.
|
Common Shares Outstanding as of
May 13, 2020 |
119,397,479(1)(2)
|
Common Shares to be Offered by us
|
Common shares having an aggregate offering price of up to $100,000,000
|
Manner of Offering
|
“At-the-market” offering that may be made from time to time through the sales agent, BTIG. Please read “Plan of Distribution.”
|
NYSE Symbol
|
“SFL”
|
Use of Proceeds
|
We intend to use the net proceeds from any sales of common shares from this offering, after deducting the sales agent’s commissions and our offering expenses, for general corporate
and working capital purposes.
|
Risk Factors
|
Investing in our common shares involves risks. You should carefully consider the risks discussed under the caption “Risk Factors” beginning on page S-4 of this prospectus supplement,
on page 8 of the accompanying base prospectus in our Registration Statement on Form F-3, effective May 1, 2020, in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 27, 2020, and
under the caption “Risk Factors” or any similar caption in the documents that we subsequently file with the Commission that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying
base prospectus, and in any free writing prospectus that you may be provided in connection with the offering of common shares pursuant to this prospectus supplement and the accompanying base prospectus.
|
(1)
|
Includes 8,000,000 shares issued as part of a share lending arrangement relating to the October 2016 issue of our 5.75% Convertible Senior Notes due 2021, or the 5.75% Convertible Notes, and 3,765,842
shares issued in December 2018 as part of a share lending arranging relating to our 4.875% Convertible Senior Notes due 2023, or the 4.875% Convertible Notes. These shares will be returned to us on or before the maturity of the bonds
in 2021 and 2023 respectively.
|
(2)
|
Excludes shares issuable upon conversion of our 5.75% Convertible Notes and our 4.875% Convertible Notes. See “Description of Capital Stock”.
|
• |
actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
|
• |
mergers and strategic alliances in the maritime and offshore industries, including the crude oil tanker, dry bulk carrier, container vessel, car carrier, jack-up drilling rig, ultra-deepwater drilling, chemical tanker and oil
product tanker industries;
|
• |
market conditions in the crude tanker and product tanker industries;
|
• |
changes in government regulation;
|
• |
the failure of securities analysts to publish research about us after this offering, or shortfalls in our operating results from levels forecast by securities analysts;
|
• |
announcements concerning us or our competitors; and
|
• |
the general state of the securities market, and in particular, the length and severity of the recent coronavirus outbreak (COVID-19) and its impact on the financial markets.
|
• |
our existing shareholders’ proportionate ownership interest in us will decrease;
|
• |
the amount of cash available for dividends payable on our common shares may decrease;
|
• |
the relative voting strength of each previously outstanding common share may be diminished; and
|
• |
the market price of our common shares may decline.
|
• |
deterioration of worldwide, regional or national economic conditions and activity, which is expected to result in a global recession, the duration and severity of which is uncertain, and could further reduce or prolong the recent
significant declines in energy prices, or adversely affect global demand for crude oil or petroleum products, demand for our services, and charter and spot rates, as well as day rates for offshore drilling rigs, which have resulted
in Seadrill requesting renegotiation the terms of its leases, including charter rates, for our drilling rigs;
|
• |
prolong or intensify the recent significant declines in charter rates in the drybulk, tanker and liner markets, which have affected the charter rates for our vessels operating in the spot market and if such conditions persist for
an extended period could adversely affect the re-chartering of certain of our other vessels and the performance of our charterers under our long term charter arrangements;
|
• |
disruptions to our operations as a result of the potential health impact on our employees and crew, and on the workforces of our customers and business partners;
|
• |
disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions (including for any of our onshore personnel or any of
our crew members to timely embark or disembark from our vessels), increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of remote working arrangements;
|
• |
potential shortages or a lack of access to required spare parts for our vessels, or potential delays in any repairs to, or scheduled or unscheduled maintenance or modifications or dry docking of, our vessels, as a result of a
lack of berths available by shipyards from a shortage in labor or due to other business disruptions;
|
• |
delays in vessel inspections and related certifications by class societies customers or government agencies;
|
• |
potential reduced cash flows and financial condition including potential liquidity constraints;
|
• |
reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to continued declines in global financial markets, including to the prices of
publicly-traded securities of us, our peers and of listed companies generally;
|
• |
a reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels;
|
• |
a decline in the market value of our vessels, which may cause us to (a) incur impairment charges or (b) breach certain covenants under our financing agreements;
|
• |
disruptions, delays or cancellations in connection with among others, vessel special surveys, installation of ballast water systems and scrubber installations, which could increase our off-hire time and decrease revenues; and
|
• |
potential deterioration in the financial condition and prospects of our customers or partners, which could adversely impact their ability or willingness to fulfill their obligations to us, or attempts by customers or third
parties to renegotiate existing agreement or invoke force majeure contractual clauses as a result delays or other disruptions, such as the renegotiation of lease terms, including charter rates, which have been requested by Seadrill
with respect to our drilling rigs.
|
• |
an actual basis;
|
• |
an as adjusted basis to give effect to (i) issue of NOK 600 million Senior Unsecured Bond due 2025 in January 2020 and (ii) buy-back of NOK 174 million principal amount of our on NOK 500 million principal
amount Senior Unsecured Bonds due 2020 in January 2020; and
|
• |
an as further adjusted basis to give effect to this offering and the application of the proceeds therefrom. This calculation assumes the issuance and sale of 9,794,319 common shares using an assumed price
of $10.21 per share, which is the closing price of our common shares on the NYSE on May 12, 2020, resulting in assumed net proceeds of approximately $99 million, after sales commissions and estimated offering expenses. The actual
number of shares issued, and the price at which they are issued, may differ depending on the timing of the sales.
|
As of December 31 2019
|
||||||||
Actual
|
As Adjusted
|
As further adjusted
for this offering |
||||||
(in thousands of U.S. dollars)
|
||||||||
Cash and cash equivalents
|
$
|
203,016
|
250,753
|
$
|
$ 349,488
|
|||
Debt
|
||||||||
Secured Bank Debt
|
$
|
1,013,626
|
$
|
1,013,626
|
$
|
1,013,626
|
||
NOK500 million Senior Unsecured Bonds due 2020
|
56,910
|
37,105
|
37,105
|
|||||
5.75% Convertible Senior Notes due 2021
|
212,230
|
212,230
|
212,230
|
|||||
4.875% Convertible Senior Notes due 2023
|
148,300
|
148,300
|
148,300
|
|||||
NOK700 million Senior Unsecured Bonds due 2023
|
79,674
|
79,674
|
79,674
|
|||||
NOK700 million Senior Unsecured Bonds due 2024
|
79,674
|
79,674
|
79,674
|
|||||
NOK600 million Senior Unsecured Bonds due 2025
|
-
|
67,542
|
67,542
|
|||||
Total debt (1)
|
$
|
1,590,414
|
$
|
1,638,151
|
1,638,151
|
|||
Share Capital
|
1,194 |
1,194
|
1,292
|
|||||
Additional paid in capital
|
469,426 |
469,426 | 568,063 |
|||||
Other equity
|
635,749 |
635,749 | 635,749 | |||||
Total Shareholders’ equity(3)
|
$
|
1,106,369
|
$
|
$ 1,106,369
|
$
|
1,205,104
|
||
Total capitalization(2)
|
$
|
2,696,783
|
$
|
2,744,520
|
$ |
2,843,255
|
||
Payment Date
|
|
|
Amount
Per Share
|
|
|
2013
|
|
|
|
|
|
June 28, 2013
|
|
$
|
0.39
|
|
|
September 27, 2013
|
|
$
|
0.39
|
|
|
December 30, 2013
|
|
$
|
0.39
|
|
|
2014
|
|
||||
March 28, 2014
|
|
$
|
0.40
|
|
|
June 30, 2014
|
|
$
|
0.41
|
|
|
September 30, 2014
|
|
$
|
0.41
|
|
|
December 30, 2014
|
|
$
|
0.41
|
|
|
2015
|
|
||||
March 27, 2015
|
|
$
|
0.42
|
|
|
June 30, 2015
|
|
$
|
0.43
|
|
|
September 30, 2015
|
|
$
|
0.44
|
|
|
December 30, 2015
|
|
$
|
0.45
|
|
|
2016
|
|
||||
March 31, 2016
|
|
$
|
0.45
|
|
|
June 29, 2016
|
|
$
|
0.45
|
|
|
September 29, 2016
|
|
$
|
0.45
|
|
|
December 29, 2016
|
|
$
|
0.45
|
|
|
2017
|
|
||||
March 30, 2017
|
|
$
|
0.45
|
|
|
June 30, 2017
|
|
$
|
0.45
|
|
|
September 29, 2017
|
|
$
|
0.35
|
|
|
December 29, 2017
|
|
$
|
0.35
|
|
|
2018
|
|
||||
March 27, 2018
|
|
$
|
0.35
|
|
|
June 29, 2018
|
|
$
|
0.35
|
|
|
September 27, 2018
|
|
$
|
0.35
|
|
|
December 28, 2018
|
|
$
|
0.35
|
|
|
2019
|
|
|
|
|
|
March 23, 2019
|
|
|
$
|
0.35
|
|
June 28, 2019
|
|
$
|
0.35
|
|
|
September 23, 2019
|
|
$
|
0.35
|
|
|
December 27, 2019
|
|
$
|
0.35
|
|
|
2020
|
|
||||
March 25, 2020
|
|
$
|
0.35
|
|
Commission Registration Fee
|
$
|
12,980
|
||
Legal Fees and Expenses
|
$
|
150,000
|
||
Accountants’ Fees and Expenses
|
$
|
100,000
|
||
Miscellaneous Costs
|
$
|
2,020
|
||
Total
|
$
|
265,000
|
• |
The Company’s Report of Foreign Private Issuer on Form 6-K, filed with the Commission on April 13, 2020;
|
• |
The Company’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the
Commission on March 27, 2020, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; and
|
• |
Form 8-A12B, filed with the Commission on May 26, 2004, registering the Company’s common shares under
Section 12(b) of the Exchange Act, and any amendment filed thereto.
|
(1) |
common shares;
|
(2) |
preferred shares;
|
(3) |
debt securities (which may be guaranteed by SFL Finance Sub);
|
(4) |
guarantees;
|
(5) |
warrants;
|
(6) |
purchase contracts;
|
(7) |
its rights; and
|
(8) |
its units.
|
ABOUT THIS PROSPECTUS
|
ii
|
PROSPECTUS SUMMARY
|
1
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
RISK FACTORS
|
8
|
USE OF PROCEEDS
|
9
|
CAPITALIZATION
|
10
|
ENFORCEMENT OF CIVIL LIABILITIES
|
11
|
DESCRIPTION OF SFL PARENT’S SHARE CAPITAL
|
12
|
DESCRIPTION OF PREFERENCE SHARES
|
16
|
DESCRIPTION OF DEBT SECURITIES
|
17
|
DESCRIPTION OF WARRANTS
|
23
|
DESCRIPTION OF PURCHASE CONTRACTS
|
24
|
DESCRIPTION OF RIGHTS
|
25
|
DESCRIPTION OF UNITS
|
26
|
PLAN OF DISTRIBUTION
|
27
|
EXPENSES
|
29
|
LEGAL MATTERS
|
30
|
EXPERTS
|
30
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
30
|
Approximate
|
Lease
|
Charter Termination
|
||||||||||
Vessel
|
Built
|
Dwt.
|
Flag
|
Classification
|
Date
|
|||||||
VLCCs
|
||||||||||||
Front Energy
|
2004
|
305,000
|
MI
|
Direct Financing
|
2027
|
|||||||
Front Force
|
2004
|
305,000
|
MI
|
Direct Financing
|
2027
|
|||||||
Hunter Atla
|
2019
|
300,000
|
MI
|
Leaseback assets
|
2024
|
|||||||
Hunter Saga
|
2019
|
300,000
|
MI
|
Leaseback assets
|
2024
|
|||||||
Hunter Laga
|
2019
|
300,000
|
MI
|
Leaseback assets
|
2024
|
|||||||
Suezmaxes
|
||||||||||||
Glorycrown
|
2009
|
156,000
|
MI
|
n/a
|
n/a
|
(2)
|
||||||
Everbright
|
2010
|
156,000
|
MI
|
n/a
|
n/a
|
(2)
|
||||||
Capesize Dry Bulk Carriers
|
||||||||||||
Belgravia
|
2009
|
170,000
|
MI
|
Operating
|
2025
|
(1)
|
||||||
Battersea
|
2009
|
170,000
|
MI
|
Operating
|
2025
|
(1)
|
||||||
Golden Magnum
|
2009
|
180,000
|
HK
|
Operating
|
2025
|
(1)
|
||||||
Golden Beijing
|
2010
|
176,000
|
HK
|
Operating
|
2025
|
(1)
|
||||||
Golden Future
|
2010
|
176,000
|
HK
|
Operating
|
2025
|
(1)
|
||||||
Golden Zhejiang
|
2010
|
176,000
|
HK
|
Operating
|
2025
|
(1)
|
||||||
Golden Zhoushan
|
2011
|
176,000
|
HK
|
Operating
|
2025
|
(1)
|
||||||
KSL China
|
2013
|
180,000
|
MI
|
Operating
|
2025
|
(1)
|
||||||
Kamsarmax Dry Bulk Carriers
|
||||||||||||
Sinochart Beijing
|
2012
|
82,000
|
HK
|
Operating
|
2022
|
|||||||
Min Sheng 1
|
2012
|
82,000
|
HK
|
Operating
|
2022
|
|||||||
Handysize Dry Bulk Carriers
|
||||||||||||
SFL Spey
|
2011
|
34,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Medway
|
2011
|
34,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Trent
|
2012
|
34,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Kent
|
2012
|
34,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Tyne
|
2012
|
32,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Clyde
|
2012
|
32,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Dee
|
2013
|
32,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
Product Tankers
|
||||||||||||
SFL Trinity
|
2017
|
114,000
|
MI
|
Operating
|
2024
|
|||||||
SFL Sabine
|
2017
|
114,000
|
MI
|
Operating
|
2024
|
|||||||
Chemical Tankers
|
||||||||||||
Maria Victoria V
|
2008
|
17,000
|
PAN
|
Operating
|
2021
|
(1)
|
||||||
SC Guangzhou
|
2008
|
17,000
|
PAN
|
Operating
|
2021
|
(1)
|
||||||
Container vessels
|
||||||||||||
MSC Margarita
|
2001
|
5,800 TEU
|
LIB
|
Sales Type
|
2024
|
(1) (5)
|
||||||
MSC Vidhi
|
2002
|
5,800 TEU
|
LIB
|
Sales Type
|
2024
|
(1) (5)
|
||||||
MSC Vaishnavi R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2021
|
|||||||
MSC Julia R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2021
|
|||||||
MSC Arushi R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2021
|
|||||||
MSC Katya R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2021
|
|||||||
MSC Anisha R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2020
|
(1)
|
||||||
MSC Vidisha R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2020
|
(1)
|
||||||
MSC Zlata R.
|
2002
|
4,100 TEU
|
LIB
|
Operating
|
2020
|
(1)
|
||||||
MSC Alice
|
2003
|
1,700 TEU
|
MI
|
Sales Type
|
2022
|
(1)
|
Asian Ace
|
2005
|
1,700 TEU
|
MAL
|
n/a
|
n/a
|
(2)
|
||||||
Green Ace
|
2005
|
1,700 TEU
|
MAL
|
n/a
|
n/a
|
(2)
|
||||||
San Felipe
|
2014
|
8,700 TEU
|
MI
|
Operating
|
2024
|
|||||||
San Felix
|
2014
|
8,700 TEU
|
MI
|
Operating
|
2024
|
|||||||
San Fernando
|
2015
|
8,700 TEU
|
MI
|
Operating
|
2025
|
|||||||
San Francisca
|
2015
|
8,700 TEU
|
MI
|
Operating
|
2025
|
|||||||
Maersk Sarat
|
2015
|
9,500 TEU
|
LIB
|
Operating
|
2024
|
|||||||
Maersk Skarstind
|
2016
|
9,500 TEU
|
LIB
|
Operating
|
2024
|
|||||||
Maersk Shivling
|
2016
|
9,300 TEU
|
LIB
|
Operating
|
2025
|
|||||||
MSC Anna
|
2016
|
19,200 TEU
|
LIB
|
Direct Financing
|
2031
|
(1) (3)
|
||||||
MSC Viviana
|
2017
|
19,200 TEU
|
LIB
|
Direct Financing
|
2032
|
(1) (3)
|
||||||
MSC Alabama
|
1996
|
3,424 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Alyssa
|
2001
|
4,354 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Belle
|
1998
|
1,098 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Caitlin
|
1998
|
1,733 TEU
|
LIB
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Edith
|
1998
|
1,733 TEU
|
LIB
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Erminia
|
1993
|
3,720 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Giannina
|
1997
|
2,061 TEU
|
PT
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Himanshi
|
1997
|
2,072 TEU
|
LIB
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Japan
|
1996
|
3,424 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Jemima
|
1994
|
2,394 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Korea
|
1996
|
3,424 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Mandy
|
1993
|
3,007 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Nilgun
|
1994
|
2,394 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Rossella
|
1993
|
3,502 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
MSC Santhya
|
1991
|
3,005 TEU
|
PAN
|
Direct Financing
|
2025
|
(1)
|
||||||
Thalassa Axia
|
2014
|
13,800 TEU
|
LIB
|
Operating
|
2024
|
(4)
|
||||||
Thalassa Doxa
|
2014
|
13,800 TEU
|
LIB
|
Operating
|
2024
|
(4)
|
||||||
Thalassa Mana
|
2014
|
13,800 TEU
|
LIB
|
Operating
|
2024
|
(4)
|
||||||
Thalassa Tyhi
|
2014
|
13,800 TEU
|
LIB
|
Operating
|
2024
|
(4)
|
||||||
Cap San Vincent
|
2015
|
10,600 TEU
|
MI
|
Operating
|
2024
|
(1) (4)
|
||||||
Cap San Lazaro
|
2015
|
10,600 TEU
|
MI
|
Operating
|
2024
|
(1) (4)
|
||||||
Cap San Juan
|
2015
|
10,600 TEU
|
MI
|
Operating
|
2024
|
(1) (4)
|
||||||
MSC Erica
|
2016
|
19.400 TEU
|
LIB
|
Direct Financing
|
2033
|
(1) (3)
|
||||||
MSC Reef
|
2016
|
19.400 TEU
|
LIB
|
Direct Financing
|
2033
|
(1) (3)
|
||||||
MSC England
|
2001
|
4,132 TEU
|
LIB
|
Leaseback assets
|
2025
|
(1)
|
||||||
MSC Sarah
|
2000
|
4,400 TEU
|
LIB
|
Leaseback assets
|
2025
|
(1)
|
||||||
MSC Positano
|
1997
|
2,456 TEU
|
LIB
|
Leaseback assets
|
2025
|
(1)
|
||||||
Car Carriers
|
||||||||||||
Composer
|
2005
|
6,500 CEU
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
Conductor
|
2006
|
6,500 CEU
|
PAN
|
n/a
|
n/a
|
(2)
|
||||||
Jack-Up Drilling Rigs
|
||||||||||||
West Linus
|
2014
|
450 ft
|
NOR
|
Direct Financing
|
2029
|
(1)
|
||||||
Ultra-Deepwater Drill Units
|
||||||||||||
West Hercules
|
2008
|
10,000 ft
|
PAN
|
Direct Financing
|
2024
|
(1)
|
||||||
West Taurus
|
2008
|
10,000 ft
|
PAN
|
Direct Financing
|
2024
|
(1)
|
||||||
Supramax Dry Bulk Carriers
|
||||||||||||
SFL Hudson
|
2009
|
57,000
|
MI
|
Operating
|
2020
|
|||||||
SFL Yukon
|
2010
|
57,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Sara
|
2011
|
57,000
|
HK
|
n/a
|
n/a
|
(2)
|
||||||
SFL Kate
|
2011
|
57,000
|
HK
|
Operating
|
2021
|
|||||||
SFL Humber
|
2012
|
57,000
|
HK
|
Operating
|
2022
|
(1) |
Charterer has purchase options or obligations during the term or at the end of the charter.
|
(2) |
Currently employed on a short-term charter or trading in the spot market.
|
(3) |
Vessel chartered-in and out on direct financing leases.
|
(4) |
Vessel chartered-in as capital leases and out as operating leases.
|
(5) |
These vessels were extended in 2019 and lease classification changed from operating leases to sales type leases.
|
▪ |
the strength of world economies;
|
▪ |
our ability to generate cash to service our indebtedness;
|
▪ |
our ability to continue to satisfy our financial and other covenants, or obtain waivers relating to such covenants from our lenders under our credit facilities;
|
▪ |
the availability of financing and refinancing, as well as our ability to obtain such financing or refinancing in the future to fund capital expenditures, acquisitions and other general corporate activities and our ability to
comply with the restrictions and other covenants in our financing arrangements;
|
▪ |
our counterparties’ ability or willingness to honor their obligations under agreements with it;
|
▪ |
fluctuations in currencies and interest rates;
|
▪ |
general market conditions including fluctuations in charter hire rates and vessel values;
|
▪ |
availability of skilled workers and the related labor costs;
|
• |
our dependence on key personnel, adequacy of insurance coverage, and our ability to obtain indemnities from customers, changes in laws, treaties or regulations;
|
• |
changes in supply and generally the number, size and form of providers of goods and services in the markets in which we operate;
|
▪ |
changes in demand in the markets in which we operate;
|
▪ |
changes in demand resulting from changes in the Organization of the Petroleum Exporting Countries’ petroleum production levels and worldwide oil consumption and storage;
|
▪ |
developments regarding the technologies relating to oil exploration and the effects of new products and new technology in our industry;
|
• |
changes in market demand in countries which import commodities and finished goods and changes in the amount and location of the production of those commodities and finished goods;
|
▪ |
increased inspection procedures and more restrictive import and export controls;
|
▪ |
the imposition of sanctions by the Office of Foreign Assets Control of the Department of the U.S. Treasury or pursuant to other applicable laws or regulations against us or any of our subsidiaries;
|
▪ |
compliance with governmental, tax, environmental and safety regulation, any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
|
• |
changes in our operating expenses, including bunker prices, drydocking and insurance costs;
|
▪ |
the impact of the discontinuance of the London Inter-bank Offered Rate (“LIBOR”) after 2021 on any of our debt that references LIBOR in the interest rate;
|
• |
the volatility of the price of our common shares;
|
• |
our incorporation under the laws of Bermuda and the different rights to relief that may be available compared to other countries, including the United States;
|
• |
performance of our charterers and other counterparties with whom we deal;
|
• |
the impact of any restructuring of the counterparties with whom we deal, including any potential restructuring of Deep Sea Supply Shipowning II AS and Solstad Offshore ASA or Solstad or Seadrill;
|
▪ |
timely delivery of vessels under construction within the contracted price;
|
▪ |
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
▪ |
potential liability from pending or future litigation;
|
▪ |
general domestic and international political conditions;
|
▪ |
the length and severity of the recent coronavirus outbreak (COVID-19) and its impact on the demand for commercial seaborne transportation and the condition of the financial markets;
|
• |
potential disruption of shipping routes due to accidents;
|
▪ |
piracy or political events; and
|
▪ |
other important factors described under the heading “Risk Factors” in this prospectus and in our annual report on Form 20-F for the year ended December 31, 2019, as well as those described from time to time in the reports
filed by us with the Commission.
|
• |
the designation, aggregate principal amount and authorized denominations;
|
• |
the issue price, expressed as a percentage of the aggregate principal amount;
|
• |
the maturity date;
|
• |
the interest rate per annum, if any;
|
• |
if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for
interest payment dates;
|
• |
any optional or mandatory sinking fund provisions or exchangeability provisions;
|
• |
solely with respect to the debt securities offered hereby by SFL Parent, the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period
and other conversion provisions;
|
• |
whether the debt securities will be our senior or subordinated securities;
|
• |
whether the debt securities will be our secured or unsecured obligations;
|
• |
the applicability and terms of any guarantees;
|
• |
the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions, including
discharge and defeasance;
|
• |
if other than denominations of $2,000 and any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
|
• |
if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
|
• |
any events of default not set forth in this prospectus;
|
• |
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
|
• |
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be payable, the period or periods within
which, and the terms and conditions upon which, the election may be made;
|
• |
whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made;
|
• |
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders
of those debt securities under the applicable indenture;
|
• |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the debt securities of the series are
stated to be payable, the manner in which the amounts will be determined;
|
• |
any restrictive covenants or other material terms relating to the debt securities;
|
• |
whether the debt securities will be issued in the form of global securities or certificates in registered form;
|
• |
any listing on any securities exchange or quotation system;
|
• |
additional provisions, if any, related to defeasance and discharge of the debt securities; and
|
• |
any other special features of the debt securities.
|
• |
our ability to incur either secured or unsecured debt, or both;
|
• |
our ability to make certain payments, dividends, redemptions or repurchases;
|
• |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
• |
our ability to make investments;
|
• |
mergers and consolidations by us or our subsidiaries;
|
• |
sales of assets by us;
|
• |
our ability to enter into transactions with affiliates;
|
• |
our ability to incur liens; and
|
• |
sale and leaseback transactions.
|
(1) |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
(2) |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any
holder under the indenture) or the price at which we are required to offer to purchase the securities;
|
(3) |
reduces the principal, or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation;
|
(4) |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in
principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
(5) |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
(6) |
makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or
|
(7) |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
|
• |
default in any payment of interest when due which continues for 30 days;
|
• |
default in any payment of principal or premium at maturity;
|
• |
default in the deposit of any sinking fund payment when due;
|
• |
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
• |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a
minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded, annulled, or cured within 30 days after we receive notice of the default; and
|
• |
events of bankruptcy, insolvency or reorganization.
|
• |
the title of such warrants;
|
• |
the aggregate number of such warrants;
|
• |
the price or prices at which such warrants will be issued;
|
• |
the currency or currencies, in which the price of such warrants will be payable;
|
• |
the securities purchasable upon exercise of such warrants;
|
• |
the price at which and the currency or currencies, in which the securities upon exercise of such warrants may be purchased;
|
• |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
• |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
• |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
• |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
• |
information with respect to book-entry procedures, if any;
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
• |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
• |
debt or equity securities issued by SFL Parent as specified in the applicable prospectus supplement; or
|
• |
currencies.
|
• |
the exercise price for the rights;
|
• |
the number of rights issued to each shareholder;
|
• |
the extent to which the rights are transferable;
|
• |
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
• |
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
• |
the amount of rights outstanding;
|
• |
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
• |
the material terms of any standby underwriting arrangement entered into by SFL Parent in connection with the rights offering.
|
• |
the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the
units may be traded separately;
|
• |
a description of the terms of any unit agreement governing the units;
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
• |
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
• |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
|
• |
ordinary brokerage transactions and transactions in which a broker solicits purchasers.
|
• |
enter into transactions involving short sales of our common shares by broker-dealers;
|
• |
sell common shares short and deliver the shares to close out short positions;
|
• |
enter into option or other types of transactions that require us to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus;
|
• |
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares; or
|
• |
a combination of the foregoing.
|
SEC registration fee
|
|
$
|
|
*
|
FINRA filing fee
|
|
$
|
|
**
|
NYSE supplemental listing fee
|
|
$
|
|
**
|
Blue sky fees and expenses
|
|
$
|
|
**
|
Printing and engraving expenses
|
|
$
|
|
**
|
Legal fees and expenses
|
|
$
|
|
**
|
Accounting fees and expenses
|
|
$
|
|
**
|
Transfer agent and registrar fees
|
|
$
|
|
**
|
Indenture trustee fees and expenses
|
|
$
|
|
**
|
Miscellaneous
|
|
$
|
|
**
|
Total
|
|
$
|
|
**
|
* |
The Registrant is registering an indeterminate amount of securities under the registration statement and in accordance with Rules 456(b) and 457(r), the registrant is deferring payment of any registration fee until the time
the securities are sold under the registration statement pursuant to a prospectus supplement.
|
** |
To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus.
|
• |
SFL Parent’s Report of Foreign Private Issuer on Form 6-K, filed with the Commission on April 13, 2020;
|
• |
SFL Parent’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with
the Commission on March 27, 2020, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; and
|
• |
Form 8-A12B, filed with the Commission on May 26, 2004, registering SFL Parent’s common shares under
Section 12(b) of the Exchange Act, and any amendment filed thereto.
|
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