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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT
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S-i
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
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S-ii
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PROSPECTUS SUPPLEMENT SUMMARY
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S-1
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RISK FACTORS
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S-4
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USE OF PROCEEDS
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S-5
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CAPITALIZATION
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S-6
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DIVIDEND POLICY
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S-8
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TAX CONSIDERATIONS
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S-9
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PLAN OF DISTRIBUTION
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S-10
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EXPENSES
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S-11
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LEGAL MATTERS
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S-11
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EXPERTS
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S-11
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INFORMATION INCORPORATED BY REFERENCE
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S-11
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Vessel
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Built
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Deadweight Tons
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Nordic Freedom
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2005
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159,331
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Nordic Moon
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2002
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160,305
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Nordic Apollo
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2003
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159,998
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Nordic Cosmos
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2003
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159,999
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Nordic Grace
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2002
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149,921
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Nordic Mistral (2)
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2002
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164,236
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Nordic Passat
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2002
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164,274
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Nordic Vega
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2010
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163,940
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Nordic Breeze
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2011
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158,597
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Nordic Zenith
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2011
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158,645
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Nordic Sprinter
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2005
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159,089
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Nordic Skier
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2005
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159,089
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Nordic Light
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2010
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158,475
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Nordic Cross
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2010
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158,475
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Nordic Luna
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2004
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150,037
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Nordic Castor
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2004
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150,249
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Nordic Pollux
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2003
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150,103
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Nordic Star
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2016
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159,000
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Nordic Space
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2017
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159,000
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Nordic Aquarius
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2018
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157,000
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Nordic Cygnus
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2018
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157,000
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Nordic Tellus
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2018
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157,000
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New Building (1)
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2022
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156,800
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New Building (1)
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2022
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156,800
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Scheduled for delivery in May and June 2022.
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| (2) |
Sold in January 2022 for delivery to new owners in February 2022.
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Issuer
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Nordic American Tankers Limited
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Common shares outstanding as of February 11, 2022
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193,459,186 common shares(1)
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Common shares offered by this prospectus supplement
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Common shares with an aggregate offering price of up to $60.0 million, or 38,709,677 common shares at an assumed offering price of
$1.55 per share, which was the last reported closing price of our common shares on the NYSE on February 11, 2022.
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Use of Proceeds
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The net proceeds of this offering will be used for general corporate purposes. There can be no assurance that we will be able to
sell any shares under or fully utilize the Agreement as a source of financing. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and net
proceeds to us, if any, are not determinable at this time. Assuming we sell the maximum amount of $60 million provided under the Agreement, we expect that the total net proceeds of this offering will be approximately $58.3 million, after
deducting estimated commissions and estimated offering expenses payable by us. We refer you to the section entitled "Use of Proceeds."
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Listing
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Our common shares are listed on NYSE under the symbol "NAT."
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Risk Factors
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Investing in our common shares involves risks. You should carefully consider the risks discussed under the caption "Risk Factors"
on page S-4 in this prospectus supplement, the accompanying prospectus and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference in this prospectus supplement, and under the
caption "Risk Factors" or any similar caption in the documents that we subsequently file with the Commission, that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus,
and in any free writing prospectus that you may be provided in connection with this offering of our common shares pursuant to this prospectus supplement and the accompanying prospectus.
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(1)
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Under our Memorandum of Association, our authorized share capital consists of 360,000,000 shares, par value $0.01 per share. The
number of common shares outstanding is based on shares outstanding as of February 11, 2022.
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•
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the repayment of $19.6 million of the 2019 Senior Secured Credit Facility and $3.4 million of the 2018 Financing Agreements, as
defined below, for our 2018-built vessels, including a reclassification of $9.0 million from Long-Term Debt to Current Portion of Long-Term Debt due to the passage of time;
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•
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the dividend of $0.01 per share, declared on August 30, 2021 to shareholders of record September 24, 2021 and paid on October 14, 2021
and the dividend of $0.01 per share, declared on November 24, 2021 to shareholders on record December 7, 2021 and paid on December 21, 2021;
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•
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the utilization of $5.5 million of the 2022 Financing Agreements, as defined below, to pay the third instalment payable in January
2022 for the first newbuilding to be delivered in 2022;
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•
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the sale and issuance of 1,507,678 common shares subsequent to September 30, 2021, pursuant to the 2020 ATM program, for an average
net price of $2.50 per share, or an aggregate amount of $3.8 million;
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•
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the sale and issuance of 19,987,095 common shares subsequent to September 30, 2021 through and including February 11, 2022, pursuant
to the 2021 ATM program for an average net price of $1.84 per share, or an aggregate amount of $36.7 million; and
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•
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on a further adjusted basis to give effect to the issuance and sales of common shares in this offering and the use of net proceeds
therefrom.
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September 30, 2021
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Dollars in thousands
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Actual
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As
Adjusted |
As Further
Adjusted |
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Debt:
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Long-Term Debt (1)(4)
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288,403
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284,940
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284,940
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Current Portion of Long-Term Debt (2)
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51,786
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37,812
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37,812
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Total Debt (1)
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340,189
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322,752
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322,752
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Shareholders' Equity:
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Common shares, $0.01 par value, outstanding actual (171,964,413 shares,), as adjusted (193,459,186 shares) and as further adjusted
(232,168,863 shares)
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1,719
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1,934
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2,321
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Additional Paid-in Capital (3) (5)
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114,084
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154,317
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212,209
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Contributed Surplus (6)
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531,623
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528,103
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528,103
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Accumulated Other Comprehensive Income (Loss)
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(1,339
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)
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(1,339
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)
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(1,339
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)
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Accumulated Losses
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(98,383
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)
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(98,383
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)
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(98,383
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)
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Total Shareholders' Equity (3) (5)
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547,704
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584,632
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642,911
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Total Capitalization
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887,893
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907,384
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965,663
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(1)
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Total outstanding amounts under our 2019 Senior Secured Credit Facility, including our $30 million Accordion Loan (as defined below),
was $241.3 million and $106.3 million under the Financing Agreements (as defined below) for our 2018-built vessels as of September 30, 2021, less deferred borrowing costs of $7.4 million. Long-Term Debt consists of $195.1 million under our
2019 Senior Secured Credit Facility and $98.1 million under the Financing Agreements for our 2018-built vessels, less deferred borrowing cost of $4.8 million.
On December 16, 2020, the Company entered into a new loan agreement for the borrowing of $30.0 million (the "$30 million Accordion Loan"). The loan is considered an accordion loan to the 2019 Senior Secured Credit Facility loan agreement and has the same amortization profile, carries a floating LIBOR interest rate plus a margin and matures in February 2024. The security of the loan is attached to the security of the 2019 Senior Secured Credit Facility and has equal priority, the same financial covenants and the same excess cash flow mechanism as the 2019 Senior Secured Credit Facility. During 2018, we entered into financing agreements, whereby the lender provided financing of 77.5% of the purchase price for each of the three 2018-built vessels, or the 2018 Financing Agreements. For more
information regarding the Financing Agreements please see our Annual Report on Form 20-F for the fiscal year ended December 31, 2020.
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(2)
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Current portion of long term debt includes $46.2 million under the 2019 Senior Secured Credit Facility including the $30 million
Accordion Loan and $8.2 million under the Financing Agreements for our 2018-built vessels as of September 30, 2021, less deferred borrowing costs of $2.7 million. The $46.2 million above related to the 2019 Senior Secured Credit Facility
includes $29.4 million of assumed loan repayments related to expected sale of vessels. Current portion of long-term debt, as adjusted, includes the repayment of $14.0 million under the 2019 Senior Secured Credit facility from the sale of
Nordic Sirius in November 2021.
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(3)
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Additional paid-in capital and total shareholders' equity, as adjusted, reflect issuance of common shares under the 2020 ATM program
and 2021 ATM program subsequent to September 30, 2021 of gross and net proceeds of $41.5 million and $40.5 million, respectively.
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(4)
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Long-term Debt, as adjusted, reflects the utilization of $5.5 million of the financing agreements, or the 2022 Financing Agreements,
entered into in December 2020 for up to 80% of the price for the newbuildings to be delivered in 2022. The 2022 Financing Agreements are entered into on similar terms as the 2018 Financing Agreements.
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(5)
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Additional paid-in capital, as further adjusted, includes $60.0 million in proceeds from issuance and sales of common shares in this
offering, and estimated fees and expenses of approximately $1.8 million relating to this offering.
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(6)
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Contributed Surplus, as adjusted, reflects a dividend of $1.7 million, or $0.01 per share, declared on August 30, 2021 for
shareholders on record September 24, 2021 and paid on October 14, 2021, and a dividend of $1.8 million, or $0.01 per share, declared on November 24, 2021 to shareholders of record December 7, 2021 and paid on December 21, 2021.
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Period
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2021
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2020
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2019
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2018
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2017
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2016
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||||||||||||||||||
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1st Quarter
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$
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0.02
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$
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0.07
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$
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0.04
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$
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0.03
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$
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0.20
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$
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0.43
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2nd Quarter
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$
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0.02
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$
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0.14
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$
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0.03
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$
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0.01
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$
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0.20
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$
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0.43
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3rd Quarter
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$
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0.01
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$
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0.20
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$
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0.01
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$
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0.02
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$
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0.10
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$
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0.25
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4th Quarter
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$
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0.01
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$
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0.04
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$
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0.02
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$
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0.01
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$
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0.03
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$
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0.26
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Total
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$
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0.06
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$
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0.45
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$
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0.10
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$
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0.07
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$
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0.53
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$
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1.37
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SEC registration fee
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$
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5,562
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Legal fees and expenses
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$
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150,000
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Accounting fees and expenses
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$
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20,000
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Miscellaneous
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$
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10,000
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Total
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$
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185,562
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| • |
Current report on Form 6-K filed with the Commission on August 31, 2021, which includes
the dividend and earnings report for the first half and second quarter of 2021.
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| • |
Current report on Form 6-K, filed with the Commission on
September 29, 2021, announcing the At Market Issuance Sales Agreement, dated September 29, 2021, between the Company”) and B. Riley Securities, Inc.
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| • |
Current report on Form 6-K, filed with the Commission on
October 1, 2021, which contains Management's Discussion and Analysis of Financial Condition and Operations and our unaudited condensed consolidated interim financial statements as of and for the six-months ended June 30, 2021.
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| • |
Current report on Form 6-K filed with the Commission on November 29, 2021, which
includes the dividend and earnings report for the third quarter of 2021.
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| • |
Our Annual Report on Form 20-F for the year ended December 31, 2020, filed
with the Commission on April 29, 2021, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed on April 29, 2021.
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