Bermuda
|
N/A
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
Attention: James Ayers
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08
Bermuda
1 (441) 295-9500
|
Seward & Kissel LLP
Attention: Keith J. Billotti , Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
|
(Address and telephone number of Registrant’s principal executive offices)
|
(Name, address and telephone number of agent for service)
|
CALCULATION OF REGISTRATION FEE
|
|||
Title of Each Class of
Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum Aggregate
Offering Price
|
Amount of Registration Fee
|
Primary Offering
|
|||
Common Shares, par value $0.01 per share (2)
|
|||
Preferred Shares (3)
|
|||
Debt Securities (4)
|
|||
Guarantees (5)
|
|||
Warrants(6)
|
|||
Purchase Contracts (7)
|
|||
Rights (8)
|
|||
Units (9)
|
|||
Primary Offering Total
|
$0 (1)
|
(1) |
An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Also includes such indeterminate amount of debt
securities and number of common shares and preferred shares as may be issued upon conversion or exchange for any other debt securities or shares of preferred stock that provide for conversion or exchange into other securities. In
connection with the securities offered hereby, the Registrant is deferring payment of all of the registration fees and will pay registration fees on a “pay-as-you-go” basis in accordance with Rule 456(b) and Rule 457(r).
|
(2) |
Registered hereunder are an indeterminate amount of Common Shares as may be sold from time to time by SFL Corporation Ltd. (“SFL Parent”).
|
(3) |
Registered hereunder are an indeterminate amount of Preferred Shares as may be sold from time to time by SFL Parent and SFL Finance Corporation Ltd. (“SFL Finance Sub”).
|
(4) |
Registered hereunder are an indeterminate number of debt securities of SFL Parent and SFL Finance Sub as may from time to time be sold at indeterminate prices.
|
(5) |
Registered hereunder are the guarantees of both SFL Parent and SFL Finance Sub. The debt securities of SFL Parent may be guaranteed by SFL Finance Sub and the preferred shares, debt securities and “debt-like securities,” as permitted
under the U.S. securities laws, of SFL Finance Sub will be fully and unconditionally guaranteed by the SFL Parent In each case, pursuant to Rule 457(n), no separate fees for the guarantees are payable.
|
(6) |
Registered hereunder are an indeterminate number of warrants of SFL Parent as may from time to time be sold at indeterminate prices.
|
(7) |
Registered hereunder are an indeterminate number of purchase contracts of SFL Parent as may from time to time be sold at indeterminate prices.
|
(8) |
Registered hereunder are an indeterminate number of rights of SFL Parent as may from time to time be sold at indeterminate prices.
|
(9) |
Registered hereunder are an indeterminate number of units of SFL Parent as may from time to time be sold at indeterminate prices. Units may consist of any combination of SFL Parent’s securities registered hereunder
|
Republic of the Marshall Islands
|
N/A
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)]
|
(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.
|
136. |
No Director, Alternate Director, Officer, member of a committee authorized under Bye-law 98, Resident Representative of the Company or their respective heirs, executors or administrators shall be liable for the acts, receipts,
neglects, or defaults of any other such person or any person involved in the formation of the Company, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the
Company, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with
whom any monies, securities or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatsoever which shall happen in
relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto.
|
137. |
Every Director, Alternate Director, Officer, member of a committee constituted under Bye-law 98, Resident Representative of the Company or their respective heirs, executors or administrators shall be indemnified and held harmless out
of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities loss damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or
regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, Alternate Director, Officer, committee member or Resident Representative and the indemnity contained in this
Bye-law shall extend to any person acting as such Director, Alternate Director, Officer, committee member or Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such
appointment or election.
|
138. |
Every Director, Alternate Director, officer, member of a committee constituted under Bye-law 98, Resident Representative of the Company and their respective heirs, executors or administrators shall be indemnified out of the funds of
the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, member of a committee constituted under Bye-law 98, Resident Representative in defending any proceedings, whether civil or criminal, in
which judgment 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.
|
139. |
To the extent that any Director, Alternate Director, Officer, member of a committee constituted under Bye-law 98, Resident Representative of the Company or any of their respective heirs, executors or administrators is entitled to claim
an indemnity pursuant to these Bye-laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.
|
140. |
The Board of Directors may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also purchase and maintain insurance for the benefit of any Directors,
Alternate Directors, Officers, person or member of a committee authorised under Bye-law 98, employees or Resident Representatives of the Company in respect of any liability that may be incurred by them or any of them howsoever arising in
connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board to effect such other insurance on behalf of the Company as it may deem appropriate.
|
141. |
Notwithstanding anything contained in the Principal Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses incurred by the Officer or Director in defending any civil or criminal proceedings
against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.
|
142. |
Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director, Alternate Director, Officer of the Company, person or member of a committee
authorised under Bye-law 107, Resident Representative of the Company or any of their respective heirs, executors or administrators on account of any action taken by any such person, or the failure of any such person to take any action in
the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.
|
143. |
The restrictions on liability, indemnities and waivers provided for in Bye-laws 136 to 142 inclusive shall not extend to any matter which would render the same void pursuant to the Companies Acts.
|
144. |
The restrictions on liability, indemnities and waivers contained in Bye-laws 136 to 142 inclusive shall be in addition to any rights which any person concerned may otherwise be entitled by contract or as a matter of applicable Bermuda
law.
|
(1) |
Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no
contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
|
(2) |
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or
is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by
him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
|
(3) |
When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection
therewith.
|
(4) |
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding
as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.
|
(5) |
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
|
(6) |
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
(7) |
Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of
the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of
this section.
|
(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 in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement:
|
SFL Corporation Ltd.
(Registrant)
|
||||||
Date:
|
May 1, 2020
|
By
|
/s/ Ole B. Hjertaker
|
|||
Ole B. Hjertaker
|
||||||
Chief Executive Officer
|
||||||
SFL Management AS
(Principal Executive Officer)
|
Signature
|
Title
|
|
/s/ Ole B. Hjertaker |
Chief Executive Officer
|
|
Ole B. Hjertaker
|
SFL Management AS
(Principal Executive Officer)
|
|
/s/ Aksel C. Olesen |
Chief Financial Officer
|
|
Aksel C. Olesen
|
SFL Management AS
(Principal Financial Officer)
|
|
/s/ Gary Vogel |
Director
|
|
Gary Vogel
|
||
/s/ Keesjan Cordia |
Director
|
|
Keesjan Cordia
|
||
/s/ James O’Shaughnessy |
Director
|
|
James O’Shaughnessy
|
/s/ Bert Bekker |
Director
|
|
Bert Bekker
|
||
/s/ Kathrine Astrup Fredriksen |
Director
|
|
Kathrine Astrup Fredriksen
|
PUGLISI & ASSOCIATES
|
|||
By:
|
/s/ Donald J. Puglisi
|
||
Name: Donald J. Puglisi
|
|||
Title: Authorized Representative
|
SFL Finance Corporation Ltd.
(Registrant)
|
|||||
Date:
|
May 1, 2020
|
By
|
/s/ James Ayers | ||
James Ayers
|
|||||
President, Treasurer and Secretary
|
Signature
|
Title
|
|
/s/ James O’Shaughnessy | Director | |
James O’Shaughnessy
|
|
|
/s/ James Ayers | Director |
|
James Ayers
|
|
|
/s/ Colleen E. Simmons | Director | |
Colleen E. Simmons
|
|
PUGLISI & ASSOCIATES
|
|||
By:
|
/s/ Donald J. Puglisi
|
||
Name: Donald J. Puglisi
|
|||
Title: Authorized Representative
|
Number
|
Description
|
|
1.1
|
Underwriting Agreement (for equity securities)*
|
|
1.2
|
Underwriting Agreement (for debt securities)*
|
|
4.1
|
||
4.2
|
Form of Preferred Share Certificate*
|
|
4.3
|
Form of Purchase Contract*
|
|
4.4
|
Form of Unit Agreement*
|
|
4.5
|
Form of Rights Agreement*
|
|
4.6
|
||
4.7
|
||
5.1
|
||
5.2
|
||
8.1
|
||
23.1
|
||
23.2
|
||
23.3
|
||
24
|
||
25.1
|
T-1 Statement of Eligibility
|
* |
To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
||
Section 1.01
|
Definitions.
|
1
|
|
Section 1.02
|
Other Definitions.
|
4
|
|
Section 1.03
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
|
Section 1.04
|
Rules of Construction.
|
5
|
|
ARTICLE II THE SECURITIES
|
6
|
||
Section 2.01
|
Issuable in Series.
|
6
|
|
Section 2.02
|
Establishment of Terms of Series of Securities.
|
6
|
|
Section 2.03
|
Execution and Authentication.
|
8
|
|
Section 2.04
|
Registrar and Paying Agent.
|
9
|
|
Section 2.05
|
Paying Agent to Hold Money in Trust.
|
9
|
|
Section 2.06
|
Securityholder Lists.
|
9
|
|
Section 2.07
|
Transfer and Exchange.
|
10
|
|
Section 2.08
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
10
|
|
Section 2.09
|
Outstanding Securities.
|
11
|
|
Section 2.10
|
Treasury Securities.
|
11
|
|
Section 2.11
|
Temporary Securities.
|
11
|
|
Section 2.12
|
Cancellation.
|
12
|
|
Section 2.13
|
Defaulted Interest.
|
12
|
|
Section 2.14
|
Global Securities.
|
12
|
|
Section 2.15
|
CUSIP Numbers.
|
14
|
|
ARTICLE III REDEMPTION
|
14
|
||
Section 3.01
|
Notice to Trustee.
|
14
|
|
Section 3.02
|
Selection of Securities to be Redeemed.
|
15
|
|
Section 3.03
|
Notice of Redemption.
|
15
|
|
Section 3.04
|
Effect of Notice of Redemption.
|
15
|
|
Section 3.05
|
Deposit of Redemption Price.
|
16
|
|
Section 3.06
|
Securities Redeemed in Part.
|
16
|
|
ARTICLE IV COVENANTS
|
16
|
||
Section 4.01
|
Payment of Principal and Interest.
|
16
|
|
Section 4.02
|
SEC Reports.
|
16
|
|
Section 4.03
|
Compliance Certificate.
|
17
|
Section 4.04
|
Stay, Extension and Usury Laws.
|
17
|
|
Section 4.05
|
Corporate Existence.
|
17
|
|
Section 4.06
|
Taxes.
|
18
|
|
Section 4.07
|
Additional Interest Notice.
|
18
|
|
Section 4.08
|
Further Instruments and Acts.
|
18
|
|
ARTICLE V SUCCESSORS
|
18
|
||
Section 5.01
|
When Company May Merge, Etc.
|
18
|
|
Section 5.02
|
Successor Corporation Substituted.
|
19
|
|
ARTICLE VI DEFAULTS AND REMEDIES
|
19
|
||
Section 6.01
|
Events of Default.
|
19
|
|
Section 6.02
|
Acceleration of Maturity; Rescission and Annulment.
|
21
|
|
Section 6.03
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
22
|
|
Section 6.04
|
Trustee May File Proofs of Claim.
|
22
|
|
Section 6.05
|
Trustee May Enforce Claims Without Possession of Securities.
|
23
|
|
Section 6.06
|
Application of Money Collected.
|
23
|
|
Section 6.07
|
Limitation on Suits.
|
23
|
|
Section 6.08
|
Unconditional Right of Holders to Receive Principal and Interest.
|
24
|
|
Section 6.09
|
Restoration of Rights and Remedies.
|
24
|
|
Section 6.10
|
Rights and Remedies Cumulative.
|
24
|
|
Section 6.11
|
Delay or Omission Not Waiver.
|
24
|
|
Section 6.12
|
Control by Holders.
|
25
|
|
Section 6.13
|
Waiver of Past Defaults.
|
25
|
|
Section 6.14
|
Undertaking for Costs.
|
25
|
|
ARTICLE VII TRUSTEE
|
26
|
||
Section 7.01
|
Duties of Trustee.
|
26
|
|
Section 7.02
|
Rights of Trustee.
|
27
|
|
Section 7.03
|
Individual Rights of Trustee.
|
28
|
|
Section 7.04
|
Trustee’s Disclaimer.
|
28
|
|
Section 7.05
|
Notice of Defaults.
|
28
|
|
Section 7.06
|
Reports by Trustee to Holders.
|
28
|
|
Section 7.07
|
Compensation and Indemnity.
|
28
|
|
Section 7.08
|
Replacement of Trustee.
|
29
|
|
Section 7.09
|
Successor Trustee by Merger, etc.
|
30
|
|
Section 7.10
|
Eligibility; Disqualification.
|
30
|
|
Section 7.11
|
Preferential Collection of Claims Against Company.
|
30
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
30
|
||
Section 8.01
|
Satisfaction and Discharge of Indenture.
|
30
|
|
Section 8.02
|
Application of Trust Funds; Indemnification.
|
31
|
|
Section 8.03
|
Legal Defeasance of Securities of any Series.
|
32
|
|
Section 8.04
|
Covenant Defeasance.
|
33
|
|
Section 8.05
|
Repayment to Company.
|
34
|
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
35
|
||
Section 9.01
|
Without Consent of Holders.
|
35
|
|
Section 9.02
|
With Consent of Holders.
|
35
|
|
Section 9.03
|
Limitations.
|
36
|
|
Section 9.04
|
Compliance with Trust Indenture Act.
|
37
|
|
Section 9.05
|
Revocation and Effect of Consents.
|
37
|
|
Section 9.06
|
Notation on or Exchange of Securities.
|
37
|
|
Section 9.07
|
Trustee Protected.
|
37
|
|
Section 9.08
|
Effect of Supplemental Indenture.
|
37
|
|
ARTICLE X MISCELLANEOUS
|
38
|
||
Section 10.01
|
Trust Indenture Act Controls.
|
38
|
|
Section 10.02
|
Notices.
|
38
|
|
Section 10.03
|
Communication by Holders with Other Holders.
|
39
|
|
Section 10.04
|
Certificate and Opinion as to Conditions Precedent.
|
39
|
|
Section 10.05
|
Statements Required in Certificate or Opinion.
|
39
|
|
Section 10.06
|
Record Date for Vote or Consent of Holders.
|
40
|
|
Section 10.07
|
Rules by Trustee and Agents.
|
40
|
|
Section 10.08
|
Legal Holidays.
|
40
|
|
Section 10.09
|
No Recourse Against Others.
|
40
|
|
Section 10.10
|
Counterparts.
|
40
|
|
Section 10.11
|
Governing Laws and Submission to Jurisdiction.
|
40
|
|
Section 10.12
|
No Adverse Interpretation of Other Agreements.
|
41
|
|
Section 10.13
|
Successors.
|
41
|
|
Section 10.14
|
Severability.
|
41
|
|
Section 10.15
|
Table of Contents, Headings, Etc.
|
41
|
|
Section 10.16
|
Securities in a Foreign Currency or in ECU.
|
41
|
|
Section 10.17
|
Judgment Currency.
|
42
|
|
Section 10.18
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
42
|
ARTICLE XI SINKING FUNDS
|
43
|
||
Section 11.01
|
Applicability of Article.
|
43
|
|
Section 11.02
|
Satisfaction of Sinking Fund Payments with Securities.
|
43
|
|
Section 11.03
|
Redemption of Securities for Sinking Fund.
|
43
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
S 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
S 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
“Applicable Law”
|
10.18
|
“Event of Default”
|
6.01
|
“Instrument”
|
6.01
|
“Journal”
|
10.16
|
“Judgment Currency”
|
10.17
|
“Legal Holiday”
|
10.08
|
“mandatory sinking fund payment”
|
11.01
|
“Market Exchange Rate”
|
10.16
|
“New York Banking Day”
|
10.17
|
“optional sinking fund payment”
|
11.01
|
“Paying Agent”
|
2.04
|
“Registrar”
|
2.04
|
“Required Currency”
|
10.17
|
“successor person”
|
5.01
|
“Temporary Securities”
|
2.11
|
(1) |
have become due and payable, or
|
(2) |
will become due and payable at their Stated Maturity within [ ], or
|
(3) |
are to be called for redemption within [ ] under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, or
|
(4) |
are deemed paid and discharged pursuant to section 8.03, as applicable; and the Company, in the case of (1), (2) or (3) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;
|
[ ]
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
[ ]
|
||||
as Trustee
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
[ ]
|
||||
as Registrar and Paying Agent
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
By:
|
||||
Name:
|
||||
Its:
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
||
Section 1.01
|
Definitions.
|
1
|
|
Section 1.02
|
Other Definitions.
|
4
|
|
Section 1.03
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
|
Section 1.04
|
Rules of Construction.
|
5
|
|
ARTICLE II THE SECURITIES
|
6
|
||
Section 2.01
|
Issuable in Series.
|
6
|
|
Section 2.02
|
Establishment of Terms of Series of Securities.
|
6
|
|
Section 2.03
|
Execution and Authentication.
|
7
|
|
Section 2.04
|
Registrar and Paying Agent.
|
9
|
|
Section 2.05
|
Paying Agent to Hold Money in Trust.
|
9
|
|
Section 2.06
|
Securityholder Lists.
|
9
|
|
Section 2.07
|
Transfer and Exchange.
|
10
|
|
Section 2.08
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
10
|
|
Section 2.09
|
Outstanding Securities.
|
11
|
|
Section 2.10
|
Treasury Securities.
|
11
|
|
Section 2.11
|
Temporary Securities.
|
11
|
|
Section 2.12
|
Cancellation.
|
11
|
|
Section 2.13
|
Defaulted Interest.
|
12
|
|
Section 2.14
|
Global Securities.
|
12
|
|
Section 2.15
|
CUSIP Numbers.
|
14
|
|
ARTICLE III REDEMPTION
|
14
|
||
Section 3.01
|
Notice to Trustee.
|
14
|
|
Section 3.02
|
Selection of Securities to be Redeemed.
|
14
|
|
Section 3.03
|
Notice of Redemption.
|
15
|
|
Section 3.04
|
Effect of Notice of Redemption.
|
15
|
|
Section 3.05
|
Deposit of Redemption Price.
|
15
|
|
Section 3.06
|
Securities Redeemed in Part.
|
15
|
|
ARTICLE IV COVENANTS
|
16
|
||
Section 4.01
|
Payment of Principal and Interest.
|
16
|
|
Section 4.02
|
SEC Reports.
|
16
|
|
Section 4.03
|
Compliance Certificate.
|
17
|
Section 4.04
|
Stay, Extension and Usury Laws.
|
17
|
|
Section 4.05
|
Corporate Existence.
|
17
|
|
Section 4.06
|
Taxes.
|
17
|
|
Section 4.07
|
Additional Interest Notice.
|
18
|
|
Section 4.08
|
Further Instruments and Acts.
|
18
|
|
ARTICLE V SUCCESSORS
|
18
|
||
Section 5.01
|
When Company May Merge, Etc.
|
18
|
|
Section 5.02
|
Successor Corporation Substituted.
|
18
|
|
ARTICLE VI DEFAULTS AND REMEDIES
|
19
|
||
Section 6.01
|
Events of Default.
|
19
|
|
Section 6.02
|
Acceleration of Maturity; Rescission and Annulment.
|
21
|
|
Section 6.03
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
21
|
|
Section 6.04
|
Trustee May File Proofs of Claim.
|
22
|
|
Section 6.05
|
Trustee May Enforce Claims Without Possession of Securities.
|
22
|
|
Section 6.06
|
Application of Money Collected.
|
23
|
|
Section 6.07
|
Limitation on Suits.
|
23
|
|
Section 6.08
|
Unconditional Right of Holders to Receive Principal and Interest.
|
23
|
|
Section 6.09
|
Restoration of Rights and Remedies.
|
24
|
|
Section 6.10
|
Rights and Remedies Cumulative.
|
24
|
|
Section 6.11
|
Delay or Omission Not Waiver.
|
24
|
|
Section 6.12
|
Control by Holders.
|
24
|
|
Section 6.13
|
Waiver of Past Defaults.
|
24
|
|
Section 6.14
|
Undertaking for Costs.
|
25
|
|
ARTICLE VII TRUSTEE
|
25
|
||
Section 7.01
|
Duties of Trustee.
|
25
|
|
Section 7.02
|
Rights of Trustee.
|
26
|
|
Section 7.03
|
Individual Rights of Trustee.
|
27
|
|
Section 7.04
|
Trustee’s Disclaimer.
|
27
|
|
Section 7.05
|
Notice of Defaults.
|
27
|
|
Section 7.06
|
Reports by Trustee to Holders.
|
27
|
|
Section 7.07
|
Compensation and Indemnity.
|
28
|
|
Section 7.08
|
Replacement of Trustee.
|
28
|
|
Section 7.09
|
Successor Trustee by Merger, etc.
|
29
|
|
Section 7.10
|
Eligibility; Disqualification.
|
29
|
|
Section 7.11
|
Preferential Collection of Claims Against Company.
|
29
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
30
|
||
Section 8.01
|
Satisfaction and Discharge of Indenture.
|
30
|
|
Section 8.02
|
Application of Trust Funds; Indemnification.
|
31
|
|
Section 8.03
|
Legal Defeasance of Securities of any Series.
|
31
|
|
Section 8.04
|
Covenant Defeasance.
|
32
|
|
Section 8.05
|
Repayment to Company.
|
33
|
|
ARTICLE I AMENDMENTS AND WAIVERS
|
34
|
||
Section 9.01
|
Without Consent of Holders.
|
34
|
|
Section 9.02
|
With Consent of Holders.
|
34
|
|
Section 9.03
|
Limitations.
|
35
|
|
Section 9.04
|
Compliance with Trust Indenture Act.
|
36
|
|
Section 9.05
|
Revocation and Effect of Consents.
|
36
|
|
Section 9.06
|
Notation on or Exchange of Securities.
|
36
|
|
Section 9.07
|
Trustee Protected.
|
36
|
|
Section 9.08
|
Effect of Supplemental Indenture.
|
36
|
|
ARTICLE X MISCELLANEOUS
|
37
|
||
Section 10.01
|
Trust Indenture Act Controls.
|
37
|
|
Section 10.02
|
Notices.
|
37
|
|
Section 10.03
|
Communication by Holders with Other Holders.
|
38
|
|
Section 10.04
|
Certificate and Opinion as to Conditions Precedent.
|
38
|
|
Section 10.05
|
Statements Required in Certificate or Opinion.
|
38
|
|
Section 10.06
|
Record Date for Vote or Consent of Holders.
|
38
|
|
Section 10.07
|
Rules by Trustee and Agents.
|
39
|
|
Section 10.08
|
Legal Holidays.
|
39
|
|
Section 10.09
|
No Recourse Against Others.
|
39
|
|
Section 10.10
|
Counterparts.
|
39
|
|
Section 10.11
|
Governing Laws and Submission to Jurisdiction.
|
39
|
|
Section 10.12
|
No Adverse Interpretation of Other Agreements.
|
40
|
|
Section 10.13
|
Successors.
|
40
|
|
Section 10.14
|
Severability.
|
40
|
|
Section 10.15
|
Table of Contents, Headings, Etc.
|
40
|
|
Section 10.16
|
Securities in a Foreign Currency or in ECU.
|
40
|
|
Section 10.17
|
Judgment Currency.
|
41
|
|
Section 10.18
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
41
|
ARTICLE XI SINKING FUNDS
|
41
|
||
Section 11.01
|
Applicability of Article.
|
41
|
|
Section 11.02
|
Satisfaction of Sinking Fund Payments with Securities.
|
42
|
|
Section 11.03
|
Redemption of Securities for Sinking Fund.
|
42
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
“Applicable Law”
|
10.18
|
“Event of Default”
|
6.01
|
“Instrument”
|
6.01
|
“Journal”
|
10.16
|
“Judgment Currency”
|
10.17
|
“Legal Holiday”
|
10.08
|
“mandatory sinking fund payment”
|
11.01
|
“Market Exchange Rate”
|
10.16
|
“New York Banking Day”
|
10.17
|
“optional sinking fund payment”
|
11.01
|
“Paying Agent”
|
2.04
|
“Registrar”
|
2.04
|
“Required Currency”
|
10.17
|
“successor person”
|
5.01
|
“Temporary Securities”
|
2.11
|
(1) |
have become due and payable, or
|
(2) |
will become due and payable at their Stated Maturity within [ ], or
|
(3) |
are to be called for redemption within [ ] under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, or
|
(4) |
are deemed paid and discharged pursuant to section 8.03, as applicable; and the Company, in the case of (1), (2) or (3) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;
|
[ ]
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
[ ]
|
||||
as Trustee
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
[ ]
|
||||
as Registrar and Paying Agent
|
||||
By:
|
||||
Name:
|
||||
Its:
|
||||
By:
|
||||
Name:
|
||||
Its:
|
1 May 2020
|
Ref. 29404.0040/JPL
|
By Email and by Hand
|
|
SFL Corporation Ltd.
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
|
|
1. |
Subject of Opinion
|
2. |
Documents Examined
|
2.1. |
a copy of the draft Registration Statement and the form of prospectus included therein (the “Prospectus”);
|
2.2. |
the form of indenture to be entered into by the Company (filed as Exhibit 4.6 to the Registration Statement) (the “Senior Indenture”);
|
2.3. |
the form of subordinated indenture to be entered into by the Company (filed as Exhibit 4.7 to the Registration Statement) (the “Subordinated Indenture”
and, collectively with the Senior Indenture, the “Indentures”);
|
2.4. |
a copy of the following documents for the Company, as certified by the Secretary thereof on 30 April 2020:
|
(a) |
Certificate of Incorporation and Certificate of Incorporation on Change of Name;
|
(b) |
Memorandum of Association;
|
(c) |
Bye-laws;
|
(d) |
Resolutions passed by the Board of Directors of the Company on 29 April 2020 (the “Resolutions”);
|
(e) |
Tax Assurance;
|
(f) |
Register of Directors and Officers; and
|
(g) |
Register of Members.
|
2.5. |
a certificate issued by an Officer of the Company dated 29 April 2020 (the “Director’s Certificate”);
|
2.6. |
a Certificate of Compliance issued by the Bermuda Registrar of Companies (“ROC”) in respect of the Company dated 27 April 2020; and
|
2.7. |
such other documents as we have deemed necessary in order to render this opinion.
|
3. |
Searches
|
4. |
Opinion Limited to Bermuda Law
|
5. |
Assumptions
|
5.1. |
the authenticity, accuracy and completeness of all Documents (including, without limitation, public records) submitted to us as originals and the conformity to authentic original documents
of all Documents submitted to us as certified, conformed, notarised or photo static copies;
|
5.2. |
the genuineness of all seals, signatures and markings on the Documents;
|
5.3. |
the authority, capacity and power of each of the persons signing the Documents (other than the Company);
|
5.4. |
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;
|
5.5. |
that each of the Documents which was received by electronic means is complete, intact and in conformity with the transmission as sent;
|
5.6. |
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;
|
5.7. |
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;
|
5.8. |
that the information disclosed by the Search has not been materially altered and that the Search did not fail to disclose any material information which had been delivered for filing or
registration, but was not disclosed or did not appear on the public files at the time of the Search;
|
5.9. |
that no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending against or affecting the Company;
|
5.10. |
that the Company has not passed a voluntary winding-up resolution and that no petition has been presented to or order made by a court for the winding-up or dissolution of the Company;
|
5.11. |
the Registration Statement, when filed with the Commission, and the Indentures, when executed and delivered, will not differ in any material way from the drafts thereof which we have
examined for the purposes of this opinion;
|
5.12. |
there will be no amendment or addendum to or repeal of the Resolutions before the Securities are issued;
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5.13. |
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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5.14. |
any 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;
|
5.15. |
any Securities consisting of Common Shares or Company Preferred Shares, including Common Shares or Company 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;
|
5.16. |
that all necessary corporate action will be taken to authorise and approve any issuance of Securities (including, if Company Preferred Shares are to be
issued, all necessary corporate action will be taken by the shareholders of the Company to divide the Company’s shares into a class of Company Preferred Shares and all necessary corporate action
will be taken by the shareholders or the Board of Directors of the Company to establish one or more series of Company Preferred Shares and fix the designation, powers, preferences, rights, qualifications, limitations and restrictions
thereof);
|
5.17. |
the Registration Statement and the Prospectus, and any amendments thereto, will have become effective;
|
5.18. |
one or more prospectus supplements will have been filed with the Commission describing the Securities to be offered thereby;
|
5.19. |
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);
|
5.20. |
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;
|
5.21. |
that the Company will comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981 entitled “Prospectuses and Public Offers”;
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5.22. |
with respect to the issuance and sale of any Debt Securities, that (i) with respect to any Senior Debt Securities, the Senior Indenture will have been duly executed and delivered by the
Company and the trustee named therein, (ii) with respect to any Subordinated Debt Securities, the Subordinated Indenture will have been duly executed and delivered by the Company and the trustee named therein;
|
5.23. |
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;
|
5.24. |
with respect to the issuance and sale of any series of Company 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 Company Preferred Shares will have been duly and validly authorised and adopted by the Company;
|
5.25. |
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 warrant
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 (iii) the Warrants will have been issued and delivered by the Company against receipt
of the consideration therefor approved by the Company;
|
5.26. |
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;
|
5.27. |
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; and
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5.28. |
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 purchase agreement upon payment of the consideration therefor provided for therein.
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6. |
Opinion
|
6.1 |
the Company is duly incorporated for an indefinite period as an exempted limited company, and is validly existing and in ‘good standing’ under the laws of Bermuda;
|
6.2 |
the Common Shares and the Company Preferred Shares have been duly authorised and any Securities consisting of Common Shares or Company Preferred
Shares, including any Common Shares or Company 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, will be validly issued, fully paid and non-assessable;
|
6.3 |
any Securities consisting of Debt Securities, Warrants, Purchase Contracts, Units or Rights have been duly authorised and 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 applicable Indenture;
|
6.4 |
the Guarantees will constitute a validly issued and binding obligation of the Company when: (i) the Registration Statement, as finally amended (including any necessary post-effective
amendments), shall have become effective under the Act; (ii) a prospectus supplement with respect to the Guarantees shall have been filed with the Commission in compliance with the Act and the rules and regulations promulgated thereunder;
(iii) the board of directors of the Company, or a duly authorised committee thereof, shall have duly adopted final resolutions, in compliance with the Companies Act 1981 and the Company’s Bye-laws, approving the form, and authorising the
issuance, of the Guarantees and such Guarantees have been executed by a signatory of the Company duly authorised by such board, or committee, resolutions to do so, and (iv) the securities of SFL Finance Sub to which the Guarantees relate
have been duly issued; and
|
6.5 |
so far as can be ascertained from the Director’s Certificate, the Company is not engaged in or threatened with any action, suit, or proceeding before any court in Bermuda.
|
7. |
Reservations
|
7.1. |
we have relied upon a remote search of public records on file at the offices of the ROC, but we note that the records disclosed by this search may not be complete or up to date;
|
7.2. |
any reference in this opinion to securities being “non-assessable” means, in relation to fully-paid securities of the Company and subject to any contrary provision in any
agreement in writing between the Company and the holder of securities, that: no security holder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their securities, to
satisfy claims of creditors of the Company, or otherwise; and no security holder 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 security holder, if and so
far as the alteration requires him to take, or subscribe for additional securities, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company;
|
7.3 |
with respect to the opinions given herein, we have relied upon statements and representations made to us in the Director’s Certificate provided to us by an authorised
officer of the Company. We have made no independent verification of the matters referred to in such certificate, and we qualify such opinions to the extent that the statements or representations made in the certificate are not accurate in
any respect; and
|
7.4 |
any reference in this opinion to the Company being “in good standing” means having paid all fees and taxes and having made all filings required by the laws of Bermuda in
order to maintain the valid existence of the Company pursuant to such laws.
|
8. |
Disclosure
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
|||
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
||
Re: |
SFL Corporation Ltd.
|
Very truly yours,
/s/ Seward & Kissel LLP
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
|||
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
||
Re: |
SFL Corporation Ltd.
|
Very truly yours,
/s/ Seward & Kissel LLP
|