|
Islands of Bermuda
|
|
N/A
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Nordic American Tankers Limited
Attn: Herbjørn Hansson
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
(441) 292-7202
|
|
Seward & Kissel LLP
Attn: Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1265
|
(Address and telephone number of Registrant's
principal executive offices)
|
|
(Name, address and telephone number of agent
for service)
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered(1)
|
Proposed Maximum
Aggregate Offering Price
|
Amount of Registration Fee
|
|||||||||
Primary Offering
|
||||||||||||
Common Shares, par value $0.01 per share
|
||||||||||||
Preferred Share Purchase Rights(4)
|
||||||||||||
Preferred Shares
|
||||||||||||
Debt Securities(5)
|
||||||||||||
Warrants(6)
|
||||||||||||
Purchase Contracts(7)
|
||||||||||||
Rights(8)
|
||||||||||||
Units(9)
|
||||||||||||
Primary Offering Total
|
$
|
500,000,000
|
(1)(2)
|
|
$
|
46,350
|
||||||
Total
|
$
|
500,000,000
|
$
|
46,350
|
(1) |
Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $500,000,000. Also includes such indeterminate amount of debt securities and
common shares and preferred shares as may be issued upon conversion or exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.
|
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II.C of Form F-3, the table does not specify by each class information as to the
proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by Nordic
American Tankers Ltd. pursuant to this registration statement exceed $500,000,000.
|
(3) |
Calculated in accordance with Rule 457(o) under the Securities Act of 1933 using the current fee rate of .0000927.
|
(4) |
Preferred share purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the preferred share purchase rights, if any, will be reflected in the market price of the
common shares.
|
(5) |
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000.
|
(6) |
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
|
(7) |
There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
|
(8) |
There is being registered hereunder an indeterminate amount of rights as may from time to time be added at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
|
(9) |
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000. Units may consist of any combination of the securities
offered by Nordic American Tankers Ltd. registered hereunder.
|
(10) |
As discussed below, pursuant to Rule 457(p) under the Securities Act, this Registration Statement includes unsold securities that had been previously registered and for which the registration fee had previously been paid. Accordingly, the
amount of the registration fee to be paid is reduced by the $27,392 amount of the registration fee applied to such unsold securities and equals $18,958.
|
|
(1) |
our common shares (including preferred share purchase rights),
|
(2) |
our preferred shares,
|
(3) |
our debt securities,
|
(4) |
our warrants,
|
(5) |
our purchase contracts
|
(6) |
our rights, and
|
(7) |
our units.
|
PROSPECTUS SUMMARY
|
3
|
RISK FACTORS
|
5
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
SHARE HISTORY AND MARKETS
|
7
|
USE OF PROCEEDS
|
8
|
CAPITALIZATION
|
9
|
ENFORCEMENT OF CIVIL LIABILITIES
|
10
|
PLAN OF DISTRIBUTION
|
11
|
DESCRIPTION OF SHARE CAPITAL
|
12
|
DESCRIPTION OF DEBT SECURITIES
|
16
|
DESCRIPTION OF WARRANTS
|
23
|
DESCRIPTION OF PURCHASE CONTRACTS
|
24
|
DESCRIPTION OF RIGHTS
|
25
|
DESCRIPTION OF UNITS
|
26
|
EXPENSES
|
27
|
LEGAL MATTERS
|
28
|
EXPERTS
|
29
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
30
|
Vessel
|
|
Built
|
|
|
Deadweight Tons
|
|
||
Nordic Freedom
|
|
|
2005
|
|
|
|
159,331
|
|
Nordic Moon
|
|
|
2002
|
|
|
|
160,305
|
|
Nordic Apollo
|
|
|
2003
|
|
|
|
159,998
|
|
Nordic Cosmos
|
|
|
2003
|
|
|
|
159,999
|
|
Nordic Grace
|
|
|
2002
|
|
|
|
149,921
|
|
Nordic Mistral
|
|
|
2002
|
|
|
|
164,236
|
|
Nordic Passat
|
|
|
2002
|
|
|
|
164,274
|
|
Nordic Vega
|
|
|
2010
|
|
|
|
163,940
|
|
Nordic Breeze
|
|
|
2011
|
|
|
|
158,597
|
|
Nordic Zenith
|
|
|
2011
|
|
|
|
158,645
|
|
Nordic Sprinter
|
|
|
2005
|
|
|
|
159,089
|
|
Nordic Skier
|
|
|
2005
|
|
|
|
159,089
|
|
Nordic Light
|
|
|
2010
|
|
|
|
158,475
|
|
Nordic Cross
|
|
|
2010
|
|
|
|
158,475
|
|
Nordic Luna
|
|
|
2004
|
|
|
|
150,037
|
|
Nordic Castor
|
|
|
2004
|
|
|
|
150,249
|
|
Nordic Pollux
|
|
|
2003
|
|
|
|
150,103
|
|
Nordic Star
|
|
|
2016
|
|
|
|
159,000
|
|
Nordic Space
|
|
|
2017
|
|
|
|
159,000
|
|
Nordic Aquarius
|
|
|
2018
|
|
|
|
157,000
|
|
Nordic Cygnus
|
|
|
2018
|
|
|
|
157,000
|
|
Nordic Tellus
|
|
|
2018
|
|
|
|
157,000
|
|
New Building (1)
|
2022
|
156,800
|
||||||
New Building (1)
|
2022
|
156,800
|
• |
our existing shareholders' proportionate ownership interest in us may 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.
|
|
NYSE
HIGH |
NYSE
LOW |
||||||
For the quarter ended:
|
||||||||
September 30, 2020
|
$
|
4.69
|
$
|
3.42
|
||||
December 31, 2020
|
$
|
3.69
|
$
|
2.89
|
||||
March 31, 2021
|
$
|
3.88
|
$
|
2.85
|
||||
June 30, 2021
|
$
|
3.76
|
$
|
3.10
|
||||
September 30, 2021
|
$
|
3.28
|
$
|
2.10
|
|
NYSE
HIGH |
NYSE
LOW |
||||||
For the month:
|
||||||||
March 2021
|
$
|
3.88
|
$
|
3.18
|
||||
April 2021
|
$
|
3.44
|
$
|
3.10
|
||||
May 2021
|
$
|
3.66
|
$
|
3.25
|
||||
June 2021
|
$
|
3.76
|
$
|
3.25
|
||||
July 2021
|
$
|
3.18
|
$
|
2.59
|
||||
August 2021
|
$
|
2.61
|
$
|
2.10
|
||||
September 2021
|
$
|
2.60
|
$
|
2.21
|
||||
October 2021
|
$
|
2.88
|
$
|
2.30
|
||||
November 2021
|
$
|
2.39
|
$
|
1.85
|
• |
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;
|
• |
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
• |
trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus
supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans.
|
• |
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; or
|
• |
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.
|
• |
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;
|
• |
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;
|
• |
if other than denominations of $1,000 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;
|
(8) |
will be effective against any holder without his consent. Other terms as specified in subsequent filings may be modified without the consent of the holders.
|
• |
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 or 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 number and type of our securities purchasable upon exercise of such warrants;
|
• |
the price at which our securities purchasable 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.
|
• |
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 us 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.
|
|
||||
SEC registration fee
|
$
|
46,350
|
||
Legal fees and expenses
|
$
|
*
|
||
FINRA fee
|
$
|
*
|
||
NYSE Supplemental Listing Fee
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
30,000
|
||
Miscellaneous
|
$
|
*
|
||
Total
|
$
|
*
|
* |
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 registration statement.
|
• |
Current report on Form 6-K, filed with the Commission on October 1, 2021, which contains Management's Discussion and Analysis of
Financial Condition and Operations and our unaudited condensed consolidated interim financial statements as of and for the six-months ended June 30, 2021.
|
• |
Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Commission on April 29, 2021, which contains
audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.
|
• |
The description of the preferred share purchase rights set forth in our Registration Statement on Form 8-A, filed with the Commission on
June 16, 2017.
|
• |
The description of our common share set forth in our Registration Statement on Form 8-A, filed with the Commission on November 12, 2004, as
amended.
|
• |
No Indemnified Person shall be liable to the Company for the acts, defaults or omissions of any other Indemnified Person.
|
• |
Every Indemnified Person shall be indemnified out of the assets of the Company against all liabilities incurred by him by or by reason of any act done, conceived in or omitted in the conduct of the Company's business or in the discharge of
his duties, in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is
granted to him by the court.
|
• |
To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relevant indemnity shall take effect as an obligation of the Company to reimburse
the person making such payment or effecting such discharge.
|
• |
Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such
Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties with or for the Company PROVIDED HOWEVER that such waiver shall not apply to any claims or rights of action arising out of the
fraud of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally entitled.
|
• |
Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to these Bye-Laws shall be paid by the Company in advance of the final disposition of such action or proceeding upon
receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if any allegation of fraud or dishonesty is proved against the Indemnified Person PROVIDED THAT no monies shall be paid hereunder unless payment of the
same shall be authorised in the specific case upon a determination that indemnification of the Director or Officer would be proper in the circumstances because he has met the standard of conduct which would entitle him to the indemnification
thereby provided and such determination shall be made:
|
• |
by the Board, by a majority vote at a meeting duly constituted by a quorum of Directors not party to the proceedings or matter with regard to which the indemnification is, or would be, claimed; or
|
• |
in the case such a meeting cannot be constituted by lack of a disinterested quorum, by independent legal counsel in a written opinion; or
|
• |
by a majority vote of the Shareholders.
|
|
NORDIC AMERICAN TANKERS LIMITED
|
||
|
|
|
|
|
By:
|
|
/s/ Herbjørn Hansson
|
|
Name:
|
|
Herbjørn Hansson
|
|
Title:
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Herbjørn Hansson
|
|
Chairman of the Board of Directors,
|
Herbjørn Hansson
|
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
|
|
|
/s/ Bjorn Giaever
|
|
Chief Financial Officer & Executive Vice President
|
Bjorn Giaever
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Jim Kelly
|
|
Director
|
Jim Kelly
|
|
|
|
|
|
/s/ Alexander Hansson
|
|
Director
|
Alexander Hansson
|
|
|
|
|
|
/s/ Douglas H. Penick
|
|
Director
|
Douglas H. Penick
|
|
|
|
|
|
|
|
|
|
|
|
PUGLISI & ASSOCIATES
|
|||
|
|
||
By:
|
|
/s/ Donald J. Puglisi
|
|
Name:
|
|
Donald J. Puglisi
|
Exhibit
Number
|
|
Description
|
|
|
|
1.1
|
|
Form of Underwriting Agreement (for equity securities)(1)
|
|
|
|
1.2
|
|
Form of Underwriting Agreement (for debt securities)(1)
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
Form of Preferred Share Certificate(1)
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
Form of Warrant Agreement(1)
|
|
|
|
4.5
|
|
Form of Purchase Contract(1)
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
Form of Unit Agreement(1)
|
|
|
|
4.9
|
|
Form of Rights Agreement(1)
|
|
|
|
5.1
|
|
|
|
|
|
5.2
|
|
|
|
|
|
23.1
|
|
Consent of Appleby (Bermuda) Limited, (included in Exhibit 5.1)
|
|
|
|
23.2
|
|
|
|
|
|
23.3
|
|
|
24.1
|
|
|
|
|
|
25.1
|
|
Form of T-1 Statement of Eligibility (senior indenture)(1)
|
|
|
|
25.2
|
|
Form of T-1 Statement of Eligibility (subordinated indenture)(1)
|
(1)
|
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference into this registration statement.
|
|
(2)
|
Incorporated herein by reference to Exhibit 2.1 in the Annual Report of Nordic American Tankers Limited filed April 17, 2012 on Form 20-F.
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(3)
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Incorporated herein by reference to Exhibit 4.1 of Form 6-K filed on June 16, 2017.
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(4) |
Incorporated herein by reference to Exhibit 4.6 of Form F-3 filed on November 30, 2018.
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(5) |
Incorporated herein by reference to Exhibit 4.7 of Form F-3 filed on November 30, 2018.
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Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009.
"Partner" is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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1. |
the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or
photostatic copies;
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2. |
the genuineness of all signatures on the Documents;
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3. |
the authority, capacity and power of persons signing the Documents;
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4. |
that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;
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5. |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;
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6. |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Company in connection with the Registration Statement or which
would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside
Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that
jurisdiction;
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7. |
the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted, that such search
and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information
disclosed by Company Search and the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Company Search and the Litigation Search;
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8. |
the definitive terms of the Securities, other than Common Shares, to be offered pursuant to the Registration Statement will have been established in accordance with the Resolutions and applicable law;
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9. |
the Securities issuable upon conversion, exchange or exercise of any Security to be offered, will be duly authorised, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise;
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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10. |
any Securities consisting of Common Shares or Preferred Shares, including Common Shares or Preferred Shares issuable upon conversion, exchange or exercise of any Security to be offered, or issued as part of a Unit,
will be duly authorised and issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the consideration approved by the Company which will be no less than the par value, if any, thereof and the
Company will have sufficient authorised, but unissued, share capital to effect such issue;
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11. |
the Registration Statement and the Prospectus, and any amendments thereto, will have become effective;
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12. |
one or more prospectus supplements will have been filed with the Commission describing the Securities to be offered thereby;
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13. |
all Securities will be issued in compliance with all matters of, and the validity and enforceability thereof under, applicable U.S. federal and state securities laws and other laws (other than the laws of Bermuda,
in respect of which we are opining);
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14. |
prior to the date of issuance of any Securities, all necessary approvals of the Bermuda Monetary Authority (save in the case of the issuance of the Common Shares) will have been obtained with respect to the issue
and free transferability of the Securities to be issued;
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15. |
with respect to the issuance and sale of any Debt Securities, that the Indenture will have been duly executed and delivered by the Company and the trustee named therein;
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16. |
with respect to all Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in the indenture
with respect thereto;
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17. |
with respect to the issuance and sale of any series of Preferred Shares, that an appropriate certificate of designations, or similar instrument setting forth the preferential, qualified or special rights,
privileges or conditions with respect to such series of Preferred Shares will have been duly and validly authorised and adopted by the Company;
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18. |
with respect to the issuance and sale of any Warrants, that (i) a warrant agreement with respect to such Warrants will have been executed and delivered by the Company and the arrant agent, (ii) the Warrants will
have been duly executed and delivered by the Company and duly executed by any warrant agent appointed by the Company, and (ii) the Warrants will have been issued and delivered by the Company against receipt of the consideration therefor
approved by the Company;
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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19. |
with respect to the issuance and sale of any Purchase Contracts, that (i) a purchase agreement with respect to such Purchase Contracts will have been executed and delivered by the parties thereto, and (ii) the
Purchase Contracts will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein;
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20. |
with respect to the issuance and sale of any Rights, that (i) a purchase agreement with respect to such Rights will have been executed and delivered by the parties thereto, and (ii) the Rights, if in certificated
form, will have been duly executed and delivered in accordance with the Rights agreement upon payment of the consideration therefor provided for therein;
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21. |
with respect to the issuance and sale of any Units, that (i) a purchase agreement with respect to such Units will have been executed and delivered by the parties thereto, and (ii) the Units, if in certificated
form, will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein;
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22. |
any amendment to the Registration Statement and the Prospectus is properly authorized by the Company and the terms and transactions contemplated by any such amendment adopted would not be inconsistent with the
Resolutions and the terms and transactions contemplated by the Prospectus and the Registration Statement as of the date hereof;
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23. |
that there are no matters of fact or law (other than matters of Bermuda law) affecting the Registration Statement that have arisen since the date thereof which would affect the opinions expressed herein.
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1. |
The Common Shares and the Preferred Shares have been duly authorised and any Securities consisting of Common Shares or Preferred Shares, including any Common Shares or Preferred Shares issuable on conversion,
exercise or exchange of other Securities, or issued as part of a Unit when issued, sold and paid for as contemplated in conformity with the Resolutions and the Prospectus or any prospectus supplement (and with regard to the Preferred Shares
Purchase Rights, in accordance with the terms of the relevant preferred share rights plan), will be validly issued, fully paid and non-assessable.
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2. |
The Securities consisting of Debt Securities, Warrants, Purchase Contracts, Rights or Units have been duly authorised and, upon due execution and delivery as contemplated in the Prospectus, will constitute legal,
valid and binding obligations of the Company and will be, in the case of Debt Securities, entitled to benefits provided by the Indenture; and
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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3. |
Subject as otherwise provided in this opinion, no consent, approval, licence or authorisation of, and no filing with, or other act by or in respect of, any governmental authority, regulatory body or court in
Bermuda is necessary in connection with the issuance of the Securities, except that the Registration Statement and any other offering documents must comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981
(as amended).
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1. |
We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the courts of Bermuda at the date hereof.
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2. |
Any reference in this opinion to Units being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and
the holder of the shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise;
and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional
shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
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3. |
In order to issue this opinion we have carried out the Company Search as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such searches.
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4. |
In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such search.
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5. |
Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the
Register of Companies and the Supreme Court Causes Book do not reveal:
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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5.1 |
details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on
the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the
search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or the Judgment Book;
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5.2 |
details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the
search is concluded;
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5.3 |
whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the
Causes Book at the date and time the search is concluded;
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5.4 |
whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or
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5.5 |
whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the
provisions of the Companies Act 1981, as amended.
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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1. |
Electronic extract provided to us by the office of the Registrar of Companies dated 13 December 2021 in respect of the Company on the Company’s files maintained at office of the Registrar of Companies (Company Searches).
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2. |
An electronic record of the Cause and Judgment Book which is updated by electronic records of the Cause and Judgment Book distributed by the Supreme Court to law firms at 3pm each Tuesday and Friday. We last
received such update on 12 December 2021 reflecting the Cause and Judgement Book of the Supreme Court maintained at the Registry of the Supreme Court in Hamilton, Bermuda as at 13 December 2021 (Litigation
Search).
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3. |
Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the Company (Constitutional Documents).
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4. |
A certified copy of the Tax Assurance issued by the Registrar of Companies for the Minister of Finance in relation to the Company (Tax Assurance).
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5. |
A certified copy of the Register of Directors and Officers of the Company (Register of Directors and Officers).
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6. |
Certified copies of the unanimous written resolutions of the board of directors of the Company dated effective 28 September 2021 and minutes of the meeting of the board of directors of the Company dated 23 November
2021 (together the Resolutions).
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7. |
Certificate of Compliance dated 13 December 2021 in respect of the Company issued by the Registrar of Companies.
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8. |
The Registration Statement and the form of prospectus included therein.
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9. |
The form of indenture entered into by the Company (filed as Exhibit 4.3 to the Registration Statement) (Indenture).
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Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
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901 K Street, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
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December 13, 2021
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Re:
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Nordic American Tankers Limited
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Very truly yours,
/s/ SEWARD & KISSEL LLP
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