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SFL - Ship Finance International Limited Upsizes and Prices Offerings of Convertible Senior Notes and Borrowed Common Shares


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© Marketwire 2013
2013-01-25 15:54:50 -

HAMILTON, BERMUDA -- (Marketwire) -- 01/25/13 -- Press Release from Ship Finance
International Limited, January 25, 2013



Ship Finance International Limited ("Ship Finance") (NYSE: SFL) today
announced
that it has increased the size of the public offering of its Convertible
Senior
Notes due 2018 (the "Notes") announced on January 24, 2013 by $100 million,
to a
total of $350 million aggregate principal amount.



In addition, Ship Finance announced that Deutsche Bank AG, London Branch
(the
"Share Borrower") priced its previously announced fixed-price offering of
approximately 4.2 million common shares, or approximately $70 million in
market
value, at $16.50 per share. The Share Borrower, which is an affiliate of
Deutsche Bank Securities Inc., the underwriter for the offering of the
common
shares, is borrowing the common shares being offered from a wholly owned
subsidiary of Ship Finance.



The Notes, which are being sold at a price equal to 100% of their principal
amount, will pay interest quarterly at an annual rate of 3.25% and mature
on
February 1, 2018. At maturity, Ship Finance will pay the principal amount
per
Note plus accrued and unpaid interest in whole in cash, or in part in
common
shares and in part in cash, at its election.



The Notes will be convertible into our common shares at an initial
conversion
price of $21.9450 per share, which is a 33% premium to the public offering
price
per share in the concurrent offering of common shares. Upon conversion, we
will
pay or deliver, as the case may be, cash, our common shares, or a
combination of
cash or our common shares, at our election, subject to certain exceptions.





Ship Finance intends to use the net proceeds received from the offering of
the
Notes to redeem or repurchase all of its outstanding 8.5% Senior Notes due
2013. Any net proceeds not used to redeem or repurchase the 8.5% Senior
Notes
due 2013 will be used for general corporate purposes, including working
capital.



In connection with Ship Finance's offering of the Notes, a subsidiary of
Ship
Finance has entered into a share lending agreement with the Share Borrower,
under which it will loan to the Share Borrower up to 6.06 million common
shares,
or approximately $100 million in market value, of common shares. None of
the
borrowed shares are newly-issued common shares. Instead, the shares are
provided
to Ship Finance's subsidiary by way of a loan from one of Ship Finance's
affiliates and largest shareholders.



Up to the remaining 1.82 million of borrowed shares, or approximately $30
million in market value, are expected to be subsequently sold at prevailing
market prices at the time of sale or at negotiated prices.



The sale of the borrowed shares is intended to facilitate privately
negotiated
transactions or short sales by which investors in the Notes may hedge their
investments in the Notes or other convertible notes of Ship Finance. The
Share
Borrower will be required to return the borrowed shares on or about the
maturity
of the Notes or, if earlier, upon the conversion, repurchase, redemption or
cancellation of all of the Notes and upon the occurrence of certain other
events.



The closing of the offering of the Notes is contingent upon the closing of
the
concurrent offering of the fixed-price borrowed shares, and the closing of
the
concurrent offering of the fixed-price borrowed shares is contingent upon
the
closing of the offering of the Notes.



Deutsche Bank Securities Inc. and ABG Sundal Collier Inc. are acting as
underwriters for the offering of the Notes. Deutsche Bank Securities Inc.
is
acting as underwriter for the offering of the Common Shares.



The offering of the Notes and the offering of the common shares are being
made
under Ship Finance's existing shelf registration statement filed with the
Securities and Exchange Commission on November 12, 2010.



The offering of the Notes and the offering of the common shares are being
offered only by means of a prospectus, forming a part of Ship Finance's
shelf
registration statement, related prospectus supplements and other related
documents. You may obtain these documents for free by visiting EDGAR on the
United States Securities and Exchange Commission website at www.sec.gov : www.sec.gov .
Alternatively, copies of the preliminary prospectus supplement may be
obtained
from Deutsche Bank Securities Inc., Attention: Prospectus Department, 60
Wall
Street, New York, NY 10005, telephone: +1 800 503 4611 (with respect to the
offerings of the Notes and the Common Shares), or ABG Sundal Collier Inc.,
535
Madison Avenue, 17th Floor, New York, NY 10022, telephone: +1 212 605 3800
(with respect to the offering of the Notes). Before you invest, you should
read
the prospectus supplements and accompanying base prospectus along with
other
documents that Ship Finance has filed with the United States Securities and
Exchange Commission for more complete information about Ship Finance and
these
offerings.



This announcement does not constitute an offer to sell or the solicitation
of an
offer to buy the Notes, common shares or any other securities, nor will
there be
any sale of the Notes, common shares or any other securities in any state
or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the securities laws of any such
state or
jurisdiction.
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda




About Ship Finance



Ship Finance is a leading ship-owning company with one of the largest and
most
diverse asset bases across the maritime and offshore industries. It is
listed
on the New York Stock Exchange and trades under the symbol "SFL". We own
and
operate 62 vessels and drilling units across the tanker, drybulk, car
carrier,
container and offshore sectors. In the tanker and drybulk sectors we own
and
operate 25 crude-oil tankers, one oil/bulk/ore carrier, or OBO, 11 drybulk
carriers and two chemical tankers. In the liner sector we own and operate
11
container vessels, including two chartered-in container vessels, and two
car
carriers, and in the offshore sector we own and operate six offshore supply
vessels, one jack-up drilling rig and three ultra-deepwater drilling units.



Cautionary Statement Regarding Forward Looking Statements



This press release may contain forward looking statements. These statements
are
based upon various assumptions, many of which are based, in turn, upon
further
assumptions, including Ship Finance management's examination of historical
operating trends. Although Ship Finance believes that these assumptions
were
reasonable when made, because assumptions are inherently subject to
significant
uncertainties and contingencies which are difficult or impossible to
predict and
are beyond its control, Ship Finance cannot give assurance that it will
achieve
or accomplish these expectations, beliefs or intentions.



Important factors that, in Ship Finance's view, could cause actual results
to
differ materially from those discussed in this presentation include the
strength
of world economies and currencies, general market conditions including
fluctuations in charter hire rates and vessel values, changes in demand in
the
tanker market as a result of changes in OPEC's petroleum production levels
and
worldwide oil consumption and storage, changes in Ship Finance's operating
expenses including bunker prices, dry-docking and insurance costs, changes
in
governmental rules and regulations or actions taken by regulatory
authorities,
potential liability from pending or future litigation, general domestic and
international political conditions, potential disruption of shipping routes
due
to accidents or political events, and other important factors described
from
time to time in the reports filed by Ship Finance with the United States
Securities and Exchange Commission.



This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:



(i) the releases contained herein are protected by copyright and
other applicable laws; and



(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.



Source: Ship Finance International Limited via Thomson Reuters ONE



[HUG#1673330]




Questions should be directed to:

Harald Gurvin
Chief Financial Officer
Ship Finance Management AS
+47 23 11 40 09

Magnus T. Valeberg
Senior Vice President
Ship Finance Management AS
+47 23 11 40 12

Media Contact:

Ole B. Hjertaker
Chief Executive Officer
Ship Finance Management AS
+47 23 11 40 11



Press Information:




Contact Person:


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