Hamilton, Bermuda, February 24, 2017
Nordic American Offshore Ltd. (the "Company") today announced the upsizing and pricing of its previously announced underwritten public offering pursuant to the Company's effective shelf registration statement. The Company agreed to sell 40,000,000 common shares at a public offering price of $1.25 per share. At the Company's request, the underwriters have reserved common shares to the Company's largest shareholder and certain members of the Company's board of directors, management and advisors at the public offering price. Specifically, the underwriters have reserved for sale approximately $10.0 million worth of common shares to Nordic American Tankers Limited, the Company's largest shareholder and approximately $2.0 million worth of common shares to the Company's Executive Chairman Mr. Herbjørn Hansson and his son Alexander. Common shares have also been reserved for Marianne Lie, Executive Vice Chair and board member, Turid M. Sørensen, Chief Financial Officer, Paul J. Hopkins, board member, and Jan Erik Langangen, advisor to the Company. The Company has granted the underwriters a 30-day option to purchase up to an additional 6,000,000 common shares. The Company intends to close the sale of the common shares on March 1, 2017, subject to customary closing conditions.
The Company intends to use the net proceeds of this offering for general corporate purposes and working capital purposes and for the expansion of its fleet.
Morgan Stanley & Co. LLC, DNB Markets, Inc. and Skandinaviska Enskilda Banken AB (publ) are acting as the joint bookrunning managers of the offering.
The registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The offering is being made by means of a prospectus and related prospectus supplement. Copies of the prospectus and prospectus supplement relating to the offering may be obtained from the offices of Morgan Stanley & Co. LLC at 180 Varick Street, Second Floor, New York, New York 10014, Attention: Prospectus Department.
About the Company
The Company is an international company formed for the purpose of acquiring, owning and operating platform supply vessels, or PSVs, and currently owns ten high quality PSVs constructed at shipyards in Norway during the period from 2012 to 2016.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the PSV market, as a result of changes in the general market conditions of the oil and natural gas industry which influence charter hire rates and vessel values, demand in platform supply vessels, our operating expenses, including bunker prices, dry docking and insurance costs, governmental rules and regulations or actions taken by regulatory authorities as well as potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, the availability of financing and refinancing, vessel breakdowns and instances of off-hire and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
Contacts: Herbjørn Hansson, Executive Chairman Nordic American Offshore Ltd. Tel: +1 866 805 9504 or + 47 901 46 291
Marianne Lie, Executive Vice Chair Nordic American Offshore Ltd. Tel.: +47 91 64 55 06
Turid M. Sørensen, CFO, Norway Nordic American Offshore Ltd. Tel: +47 33 42 73 00 or +47 90 57 29 27
Gary J. Wolfe Seward & Kissel LLP, New York, USA Tel: +1 212 574 1223
Attachments:
