Republic
of the Marshall Islands
(State
or other jurisdiction of incorporation or organization)
|
26
New Street
St.
Helier, Jersey JE23RA
Channel
Islands
+44
(0) 1534 639759
(Address
and telephone number of
registrant’s
principal executive offices)
|
N/A
(I.R.S.
Employer
Identification
Number)
|
John
T. Gaffney, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
|
Gary
L. Sellers, Esq.
Simpson
Thacher & Bartlett LLP
425
Lexington Avenue
New
York, New York 10017-3954
(212)
455-2000
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered |
Proposed
Maximum
Offering Price per Unit(1) |
Proposed
Maximum
Aggregate Offering Price(2) |
Amount
of
Registration Fee |
Common
Stock, par value $.01 per share
|
8,751,500
|
$16.35
|
$143,087,025
|
$4,392.77
|
(1)
|
Amount
of proposed maximum offering price per unit was calculated in accordance
with Rule 457(c) based on the average of the high and low price traded
on
the New York Stock Exchange on May 21,
2007.
|
(2)
|
Estimated
solely for the purposes of calculating the registration fee pursuant
to
Rule 457(o) of Regulation C under the Securities Act of 1933, as
amended.
|
The
date of this prospectus is May 22, 2007.
|
|
Merrill
Lynch & Co.
|
UBS
Investment Bank
|
1
|
|
2
|
|
7
|
|
8
|
|
8
|
|
10
|
|
13
|
|
13
|
|
13
|
|
14
|
|
23
|
|
25
|
Vessel
|
Type
|
Dwt
|
Year
Built
|
Term
of Initial Charter
|
Year
2 Basic Charter Rate(1)
|
Term
of Extension Periods
|
Maximum
Aggregate Extension Term
|
|||||||
(years)
|
($/day)
|
(years)
|
(years)
|
|||||||||||
Overseas
Ann
|
VLCC
|
309,327
|
2001
|
6½
|
$37,400
|
1,
2 or 3
|
8
|
|||||||
Overseas
Chris
|
VLCC
|
309,285
|
2001
|
6
|
$37,400
|
1,
2 or 3
|
8
|
|||||||
Overseas
Regal
|
VLCC
|
309,966
|
1997
|
5½
|
$37,400
|
1,
2 or 3
|
6
|
|||||||
Overseas
Cathy
|
Aframax
|
112,028
|
2004
|
6¼
|
$24,700
|
1,
2 or 3
|
8
|
|||||||
Overseas
Sophie
|
Aframax
|
112,045
|
2003
|
5¾
|
$24,700
|
1,
2 or 3
|
8
|
|||||||
Overseas
Rebecca
|
Aframax
|
94,873
|
1994
|
5
|
$18,700
|
1,
2 or 3
|
5
|
|||||||
Overseas
Ania
|
Aframax
|
94,848
|
1994
|
5
|
$18,700
|
1,
2 or 3
|
5
|
(1)
|
Amounts
represent basic hire charter rates, which increase annually by amounts
that vary by vessel class and year.
|
$
|
A
modern, high quality fleet. As of March 31, 2007, our
current fleet of three VLCCs and four Aframaxes had a weighted average
age
of 7.2 years, compared with a weighted average age for the world
tanker
fleet of 9.4 years. All of our vessels are of double hull construction
and
were designed and built to OSG’s specifications and, prior to the IPO,
were only operated by OSG. We believe that owning and maintaining
a
modern, high quality fleet reduces off hire time and operating costs,
improves safety and environmental performance and provides us with
a
competitive advantage in securing employment for our
vessels.
|
$
|
Participation
in OSG’s pooling arrangements. We believe that we benefit
from OSG’s membership in the Tankers International Pool in respect of our
three VLCCs and the Aframax International Pool in respect of our
four
Aframaxes, and we expect OSG’s subsidiaries to continue to operate our
vessels in these pools. We believe that, over a longer period of
time, our
potential to earn additional hire will be enhanced by the higher
utilization rates and lower overhead costs that a vessel operating
inside
a pool can achieve compared with a vessel operating independently
outside
of a pool.
|
$
|
An
experienced management team. Our management team is led by
Ole Jacob Diesen, our chief executive officer, who has over 30 years
of
experience in the shipping industry. Mr. Diesen has been an independent
corporate and financial management consultant since 1997 and has
extensive
experience in the shipping industry, including advising on a broad
range
of shipping transactions such as vessel sales and financings, vessel
charters, pooling and technical management
agreements.
|
$
|
Charter
a substantial portion of our fleet under multi-year, fixed-rate time
charters that provide for profit sharing. Currently we
have time chartered all of our vessels to subsidiaries of OSG, one
of the
world’s largest bulk-shipping companies, for terms ranging from five to
six and one-half years under charters that provide for fixed monthly
payments, plus the potential to earn additional profit sharing payments.
We believe that these long-term charters will generate stable and
predictable cash flow and provide us with the opportunity to earn
significant additional hire as market rates exceed our basic hire
rates.
|
$
|
Fix
a substantial portion of our operating costs under our ship management
agreements. Currently, all of our vessels are managed by
Tanker Management Ltd., referred to herein as “Tanker Management” or our
“technical manager”, which is a wholly owned indirect subsidiary of OSG,
pursuant to ship management agreements that became effective at the
completion of our IPO. Under these ship management agreements, Tanker
Management has assumed all responsibilities for the technical management
of each of our vessels and for most of the operating costs (excluding
insurance premiums and vessel taxes). The fee payable to Tanker Management
under these ship management agreements is fixed through October 2007,
after which it increases by 2.5% and remains fixed through October
2008.
|
$
|
Strategically
expand our current fleet. We intend to grow our fleet
through timely and selective acquisitions of, or chartering in of,
additional vessels. Although our fleet consists of our three VLCCs
and
four Aframaxes as at the date of this prospectus, we intend to consider
potential acquisitions of additional tankers, as well as vessels
other
than tankers. In connection with any such acquisitions, we may charter
such vessels out either for multi-year or voyage-based
periods.
|
$
|
if
a vessel is operated in a pool, revenue earned by that vessel equals
the
share of actual pool net earnings allocated to the charterer, as
determined by a formula administered by the pool
manager;
|
$
|
if
a vessel is operated outside of a
pool:
|
·
|
for
periods that the charterer subcontracts the vessel under a time charter,
revenue earned by that vessel equals the time charter hire earned
by the
charterer, net of specified fees incurred by the charterer;
and
|
·
|
for
periods that the charterer does not subcontract the vessel in the
time
charter market, revenue deemed to be earned by that vessel is based
on
average spot market rates, which are rates for the immediate chartering
of
a vessel (usually for a single voyage), determined by a shipbrokers’ panel
for a series of routes commonly served by vessels of the same
class.
|
Shares
of
Common
Stock
Prior
to the Offering
|
Shares
of
Common
Stock
Offered
Hereby
|
Shares
of
Common
Stock
Following
the Offering
|
||||||||
Name
|
Number
of Shares
|
Percent
|
Number
of Shares
|
Number
of Shares
|
Percent
|
|||||
Persons
owning more than 5% of a class of our equity
securities.
|
||||||||||
OSG
International, Inc.(1)
|
8,751,500
|
29.17
|
8,751,500
|
0
|
0
|
|||||
Scott
A. Bommer(2)
|
1,705,527
|
5.68
|
0
|
1,705,527
|
5.68
|
|||||
Directors
|
||||||||||
Erik
A. Lind(3)
|
7,976
|
*
|
0
|
7,976
|
*
|
|||||
Randee
Day(3)
|
7,976
|
*
|
0
|
7,976
|
*
|
|||||
Rolf
A. Wikborg(3)
|
7,976
|
*
|
0
|
7,976
|
*
|
|||||
Executive
Officers
|
||||||||||
Ole
Jacob Diesen(4)
|
33,383
|
*
|
0
|
33,383
|
*
|
|||||
Eirik
Ubøe(5)
|
24,663
|
*
|
0
|
24,663
|
*
|
|||||
Tom
R. Kjeldsberg(6)
|
8,218
|
*
|
0
|
8,218
|
*
|
|||||
Directors
and executive officers as a group (6 persons)(7)
|
90,192
|
*
|
0
|
90,192
|
*
|
*
|
Less
than 1%
|
(1)
|
We
were incorporated on April 14, 2005 in the Marshall Islands as a
wholly
owned subsidiary of OIN, which is a wholly owned subsidiary of OSG.
The
principal address of OIN is Trust Company Complex, Ajeltake Island,
Ajeltake Road, Majuro, Marshall Islands
MH96960.
|
(2)
|
Based
on a Schedule 13G filed with the Commission on February 26, 2007
by Scott
A. Bommer, individually and (a) as managing member of SAB Capital
Advisors, L.L.C., for itself and as the general partner of (i) SAB
Capital
Partners, L.P. and (ii) SAB Capital Partners II, L.P.; and (iii)
SAB
Overseas Master Fund, L.P.; and (b) as managing member of SAB Capital
Management, L.L.C., for itself and as the general partner of SAB
Capital
Management, L.P. The address of the principal business office of
each of
these reporting persons is 712 Fifth Avenue, 42nd Floor, New York,
NY
10019.
|
(3)
|
Includes
5,697 shares of restricted stock subject to vesting
conditions.
|
(4)
|
Does
not include 23,148 options with an exercise price of $12 per share
and
expiring on October 18, 2015 subject to vesting conditions. Includes
25,129 shares of restricted stock subject to vesting
conditions.
|
(5)
|
Does
not include 23,148 options with an exercise price of $12 per share
and
expiring on October 18, 2015 subject to vesting conditions. Includes
18,009 shares of restricted stock subject to vesting
conditions.
|
(6)
|
Consists
solely of 8,218 shares of restricted stock subject to vesting
conditions.
|
(7)
|
Includes
68,447 shares of restricted stock subject to vesting
conditions.
|
$
|
on
the New York Stock Exchange or any other national securities exchange
or
U.S. inter-dealer system of a registered national securities association
on which our common stock may be listed or quoted at the time of
sale;
|
$
|
in
the over-the-counter market;
|
$
|
in
privately negotiated transactions;
|
$
|
in
an exchange distribution in accordance with the rules of the applicable
exchange;
|
$
|
as
settlement of short sales entered into after the date of the
prospectus;
|
$
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
$
|
through
broker-dealers, who may act as agents or
principals;
|
$
|
through
sales “at the market” to or through a
market-maker;
|
$
|
in
a block trade, in which a broker-dealer will attempt to sell a block
of
shares of common stock as agent but may position and resell a portion
of
the block as principal to facilitate the
transaction;
|
$
|
through
one or more underwriters on a firm commitment or best-efforts
basis;
|
$
|
directly
to one or more purchasers;
|
$
|
through
agents;
|
$
|
in
options transactions;
|
$
|
over
the internet;
|
$
|
any
other method permitted pursuant to applicable law;
or
|
$
|
in
any combination of the above.
|
$
|
purchases
of the shares by a broker-dealer as principal and resales of the
shares by
the broker-dealer for its account pursuant to this
prospectus;
|
$
|
ordinary
brokerage transactions; or
|
$
|
transactions
in which the broker-dealer solicits
purchasers.
|
$
|
we
are organized in a foreign country (the “country of organization”) that
grants an “equivalent exemption” to corporations organized in the United
States; and
|
$
|
either
|
(A) more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, referred to as the “50% Ownership Test,” or |
(B) our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, referred to as the “Publicly-Traded Test”. |
$
|
we
had, or were considered to have, a fixed place of business in the
United
States involved in the earning of United States source shipping income;
and
|
$
|
substantially
all of our United States source shipping income was attributable
to
regularly scheduled transportation, such as the operation of a vessel
that
followed a published schedule with repeated sailings at regular intervals
between the same points for voyages that begin or end in the United
States.
|
$
|
is
an individual United States citizen or resident, a United States
corporation or other United States entity taxable as a corporation,
an
estate the income of which is subject to United States federal income
taxation regardless of its source, or a trust if a court within the
United
States is able to exercise primary jurisdiction over the administration
of
the trust and one or more United States persons have the authority
to
control all substantial decisions of the
trust;
|
$
|
owns
our common stock as a capital asset;
and
|
$
|
owns
less than 10% of our common stock for United States federal income
tax
purposes.
|
$
|
at
least 75% of our gross income for such taxable year consists of passive
income (e.g., dividends, interest, capital gains and rents derived
other
than in the active conduct of a rental business),
or
|
$
|
at
least 50% of the average value of our assets during such taxable
year
produce, or are held for the production of, passive
income.
|
$
|
the
excess distribution or gain would be allocated ratably over the
Non-Electing Holder's aggregate holding period for the common
stock;
|
$
|
the
amount allocated to the current taxable year and any taxable year
prior to
the first taxable year in which we were a PFIC during the Non-Electing
Holder's holding period, would be taxed as ordinary income;
and
|
$
|
the
amount allocated to each of the other taxable years would be subject
to
tax at the highest rate of tax in effect for the applicable class
of
taxpayer for that year, and an interest charge for the deemed deferral
benefit would be imposed with respect to the resulting tax attributable
to
each such other taxable year.
|
$
|
the
gain is effectively connected with the Non-United States Holder's
conduct
of a trade or business in the United States (and, if the Non-United
States
Holder is entitled to the benefits of an income tax treaty with respect
to
that gain, that gain is attributable to a permanent establishment
maintained by the Non-United States Holder in the United States);
or
|
$
|
the
Non-United States Holder is an individual who is present in the United
States for 183 days or more during the taxable year of disposition
and other conditions are met.
|
$
|
fail
to provide an accurate taxpayer identification
number;
|
$
|
are
notified by the IRS that you have failed to report all interest or
dividends required to be shown on your federal income tax returns;
or
|
$
|
in
certain circumstances, fail to comply with applicable certification
requirements.
|
$
|
future
payments of dividends and the availability of cash for payment of
dividends;
|
$
|
future
operating or financial results, including with respect to the amount
of
basic hire and additional hire that we may
receive;
|
$
|
statements
about future, pending or recent acquisitions, business strategy,
areas of
possible expansion and expected capital spending or operating
expenses;
|
$
|
statements
about tanker industry trends, including charter rates and vessel
values
and factors affecting vessel supply and
demand;
|
$
|
expectations
about the availability of vessels to purchase, the time which it
may take
to construct new vessels or vessels’ useful
lives;
|
$
|
expectations
about the availability of insurance on commercially reasonable
terms;
|
$
|
our
ability to repay our credit facility, to obtain additional financing
and
to obtain replacement charters for our
vessels;
|
$
|
assumptions
regarding interest rates;
|
$
|
changes
in production of or demand for oil and petroleum products, either
globally
or in particular regions;
|
$
|
greater
than anticipated levels of newbuilding orders or less than anticipated
rates of scrapping of older
vessels;
|
$
|
changes
in trading patterns for particular commodities significantly impacting
overall tonnage requirements;
|
$
|
change
in the rate of growth of the world and various regional
economies;
|
$
|
risks
incident to vessel operation, including discharge of pollutants;
and
|
$
|
unanticipated
changes in laws and regulations.
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement, unless the
information required to be included is contained in reports filed
with or
furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement or is contained in a form of prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
that
is part of this registration
statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933, as amended;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
and;
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, as amended, each such post-effective amendment shall be deemed
to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the
initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
|
(4)
|
To
file a post-effective amendment to the registration statement to
include
any financial statements required by Item 8.A. of Form 20-F at the
start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3)
of the
Securities Act of 1933, as amended, need not be furnished, provided,
that
the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4)
and other information necessary to ensure that all other information
in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed
to
include financial statements and information required by Section
10(a)(3)
of the Securities Act of 1933, as amended, or Rule 3-19 under the
Securities Act of 1933, as amended, if such financial statements
and
information are contained in periodic reports filed with or furnished
to
the Commission by the registrant pursuant to Section 13 or Section
15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the Form F-3.
|
|
(5)
|
That,
for the purpose of determining liability under the Securities Act
of 1933,
as amended, to any purchaser:
|
|
(i)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be
deemed to be part of this registration statement as of the date the
filed
prospectus was deemed part of and included in this registration
statement.
|
|
(ii)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of this registration statement for the purpose of
providing
the information required by section 10(a) of the Securities Act of
1933,
as amended, shall be deemed to be part of and included in this
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer
and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof. Provided, however,
that no
statement made in a registration statement or prospectus that is
part of
the registration statement or made in a document incorporated or
deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser
with a
time of contract of sale prior to such effective date, supersede
or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
|
|
(6)
|
That,
for the purpose of determining liability of the registrant under
the
Securities Act of 1933, as amended, to any purchaser in the initial
distribution of the securities: the undersigned registrant undertakes
that
in a primary offering of securities of the undersigned registrant
pursuant
to this registration statement, regardless of the underwriting method
used
to sell the securities to the purchaser, if the securities are offered
or
sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and
will be
considered to offer or sell such securities to such
purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant
or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
|
(7)
|
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each
filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (and, where applicable,
each
filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in the registration statement shall be
deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering
thereof.
|
|
(8)
|
The
undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is
sent or given, the latest annual report to security holders that
is
incorporated by reference in the prospectus and furnished pursuant
to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934, as amended; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set
forth
in the prospectus, to deliver, or cause to be delivered to each person
to
whom the prospectus is sent or given, the latest quarterly report
that is
specifically incorporated by reference in the prospectus to provide
such
interim financial information.
|
DOUBLE
HULL TANKERS, INC.
|
|
By:
|
/s/
Eirik Ubøe
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
Signature
|
Title
|
Date
|
||
/s/
Ole Jacob Diesen
|
||||
Ole
Jacob Diesen
|
Chief
Executive Officer
(Principal
Executive Officer)
|
May
22, 2007
|
||
/s/
Eirik Ubøe
|
||||
Eirik
Ubøe
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
May
22, 2007
|
||
/s/
Erik A. Lind
|
||||
Erik
A. Lind
|
Chairman
of the Board
|
May
22, 2007
|
||
/s/
Randee Day
|
||||
Randee
Day
|
Director
|
May
22, 2007
|
||
/s/
Rolf A. Wikborg
|
||||
Rolf
A. Wikborg
|
Director
|
May
22, 2007
|
||
/s/
Donald J. Puglisi
|
||||
Donald
J. Puglisi
Managing
Director
Puglisi
& Associates
|
Authorized
Representative in the United States
|
May
22, 2007
|