As filed with the Securities and Exchange Commission on June 25, 2020
Registration No. 333-
Republic of the Marshall Islands | | | N/A |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Title of each class of securities to be registered | | | Amount to be registered(1)(2) | | | Proposed maximum offering price per unit(3) | | | Proposed maximum aggregate offering price(3)(4) | | | Amount of registration fee(1)(4)(5) | |
Primary Offering | | | | | | | | | | ||||
Common stock, par value $.01 per share | | | | | | | | | | ||||
Preferred stock, par value $.01 per share | | | | | | | | | | ||||
Warrants | | | | | | | | | | ||||
Rights | | | | | | | | | | ||||
Total Primary Offering | | | $850,000,000.00 | | | 100% | | | $850,000,000.00 | | | $0 | |
Secondary Offering | | | | | | | | | | ||||
Common stock, par value $.01 per share(6) | | | 25,702,545 | | | | | $134,167,284.90 | | | $0 | | |
Total | | | | | | | $984,167,284.90 | | | $0 | |
(1) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement are comprised solely of unsold securities in the amount of $850,000,000.00 with respect to the primary offering and 25,702,545 shares of common stock with respect to the secondary offering, in each case, that previously were registered pursuant to the registrant’s registration statement on Form F-3 (File No. 333-219069, declared effective on August 4, 2017), initially filed on June 30, 2017 (the “Prior Registration Statement”). In accordance with Commission rules, the registrant and the selling shareholder, with respect to the primary offering and the secondary offering, respectively, may continue to use the Prior Registration Statement to offer and sell any unsold securities during the grace period afforded by Rule 415(a)(5). If the registrant or the selling shareholder sells any unsold securities during such grace period, the registrant will identify in a pre-effective amendment to this registration statement the new amount of unsold securities to be carried forward to this registration statement in reliance upon Rule 415(a)(6), any filing fee paid in connection with such unsold securities and the amount of any new securities to be registered. Pursuant to Rule 415(a)(6), the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
(2) | With respect to the primary offering, there are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate number of warrants and such indeterminate number of rights as will have an aggregate maximum initial offering price not to exceed $850,000,000.00, or if any securities are issued in any foreign currency units, the equivalent thereof in applicable foreign currencies. In addition, with respect to the secondary offering, up to 25,702,545 shares of common stock may be sold by or on behalf of the selling shareholder named in this prospectus, or its respective transferees, donees, pledgees, or other successors in interest. This registration statement shall also cover any additional securities to be offered or issued from stock splits, stock dividends, recapitalizations or similar transactions. The securities being registered also include such indeterminate number of shares of preferred stock and common stock as may be issued upon conversion of, or in exchange for, preferred shares, warrants or rights that provide for conversion or exchange. |
(3) | With respect to the primary offering, the proposed maximum aggregate offering price for each class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to General Instruction II.C. of Form F-3 under the Securities Act. |
(4) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) of Regulation C under the Securities Act with respect to the primary offering and pursuant to Rule 457(c) with respect to the 25,702,545 shares of common stock to be sold by the selling shareholder in the secondary offering. The proposed maximum aggregate offering price for the 25,702,545 shares of common stock to be sold by the selling shareholder with respect to the secondary offering is based on the average of the high and low sale prices per share of the common stock on June 22, 2020. In no event will the aggregate offering price of all securities sold by the registrant with respect to the primary offering from time to time pursuant to this registration statement exceed $850,000,000.00. |
(5) | Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement will include all of the unsold securities that were previously registered on the Prior Registration Statement for which the registrant paid a registration fee. Pursuant to Rule 415(a)(6) under the Securities Act, the registration fees in the amounts of $98,515 and $12,020 previously paid with respect to such unsold securities for the primary offering and the secondary offering, respectively, under the Prior Registration Statement will continue to be applied to such unsold securities. |
(6) | With respect to the secondary offering and subject to note (2), this registration statement covers an aggregate of 25,702,545 shares of common stock that may be sold by or on behalf of the selling shareholder named in this prospectus, or its respective transferees, donees, pledgees, or other successors in interest. |
• | our common stock; |
• | our preferred stock; |
• | our warrants; and |
• | our rights. |
Vessel VLCC | | | Year Built | | | Dwt | | | Flag* | | | Yard** | | | Classification Society | | | Percent of Ownership |
DHT Mustang(7) | | | 2018 | | | 317,975 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Bronco(7) | | | 2018 | | | 317,975 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Colt(6) | | | 2018 | | | 319,713 | | | HK | | | DSME | | | LR | | | 100% |
DHT Stallion(6) | | | 2018 | | | 319,713 | | | HK | | | DSME | | | LR | | | 100% |
DHT Tiger(4) | | | 2017 | | | 299,629 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Puma(4) | | | 2016 | | | 299,629 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Panther(4) | | | 2016 | | | 299,629 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Lion(4) | | | 2016 | | | 299,629 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Leopard(4) | | | 2016 | | | 299,629 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Jaguar(4) | | | 2015 | | | 299,629 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Taiga(3) | | | 2012 | | | 314,249 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Opal(5) | | | 2012 | | | 320,105 | | | HK | | | DSME | | | LR | | | 100% |
DHT Sundarbans(3) | | | 2012 | | | 314,249 | | | RIF | | | HHI | | | LR | | | 100% |
DHT Redwood(3) | | | 2011 | | | 314,249 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Amazon(3) | | | 2011 | | | 314,249 | | | RIF | | | HHI | | | LR | | | 100% |
DHT Peony(5) | | | 2011 | | | 320,013 | | | HK | | | BSHIC | | | ABS | | | 100% |
DHT Lotus(5) | | | 2011 | | | 320,142 | | | HK | | | BSHIC | | | ABS | | | 100% |
Vessel VLCC | | | Year Built | | | Dwt | | | Flag* | | | Yard** | | | Classification Society | | | Percent of Ownership |
DHT Edelweiss(5) | | | 2008 | | | 301,021 | | | HK | | | DSME | | | LR | | | 100% |
DHT Hawk(1) | | | 2007 | | | 298,923 | | | HK | | | NACKS | | | LR | | | 100% |
DHT China(3) | | | 2007 | | | 317,794 | | | RIF | | | HHI | | | LR | | | 100% |
DHT Europe(3) | | | 2007 | | | 317,713 | | | HK | | | HHI | | | LR | | | 100% |
DHT Bauhinia(5) | | | 2007 | | | 301,019 | | | HK | | | DSME | | | LR | | | 100% |
DHT Falcon(1) | | | 2006 | | | 298,971 | | | HK | | | NACKS | | | LR | | | 100% |
DHT Scandinavia(3) | | | 2006 | | | 317,826 | | | HK | | | HHI | | | ABS | | | 100% |
DHT Condor(2) | | | 2004 | | | 320,050 | | | HK | | | DSME | | | ABS | | | 100% |
DHT Raven(5) | | | 2004 | | | 298,563 | | | HK | | | DSME | | | ABS | | | 100% |
DHT Lake(5) | | | 2004 | | | 298,564 | | | HK | | | DSME | | | ABS | | | 100% |
* | HK: Hong Kong; RIF: French International Registry. |
** | HHI: Hyundai Heavy Industries Co., Ltd.; BSHIC: Bohai Shipbuilding Heavy Industries Co., Ltd.; NACKS: Nantong Cosco KHI Engineering Co. Ltd; DSME: Daewoo Shipbuilding & Marine Engineering Co., Ltd. |
(1) | Acquired on February 17, 2014. |
(2) | Acquired on May 30, 2014. |
(3) | Acquired on September 17, 2014. |
(4) | Delivery dates from HHI for six newbuildings were as follows: DHT Jaguar on November 23, 2015, DHT Leopard on January 4, 2016, DHT Lion on March 15, 2016, DHT Panther on August 5, 2016, DHT Puma on August 31, 2016 and DHT Tiger on January 16, 2017. |
(5) | Delivery dates for the vessels acquired from BW Group were as follows: DHT Raven and DHT Opal on April 24, 2017, DHT Edelweiss on April 28, 2017, DHT Peony on April 29, 2017, DHT Lake on May 7, 2017, DHT Bauhinia on June 13, 2017 and DHT Lotus on June 20, 2017. |
(6) | In March 2017, we entered into an agreement with BW Group for the acquisition of BW Group’s VLCC fleet, including two DSME newbuildings that were delivered in the first half of 2018 and that each cost approximately $82.0 million. Delivery dates from DSME for the two newbuildings acquired from BW Group were as follows: DHT Stallion on April 27, 2018 and DHT Colt on May 25, 2018. |
(7) | In January 2017, we entered into an agreement with HHI for the construction of DHT Bronco and DHT Mustang at an average contract price of $82.4 million each, including upgrades to the standard specification and scrubbers. Delivery dates from HHI for the two newbuildings were as follows: DHT Bronco on July 27, 2018 and DHT Mustang on October 8, 2018. |
Vessel | | | Type of Employment | | | Expiry |
VLCC | | | | | ||
DHT Amazon | | | Time charter with profit sharing | | | Q3 2021 |
DHT Bauhinia | | | Time charter | | | Q1 2021 |
DHT Bronco | | | Spot | | | |
DHT China | | | Time charter with profit sharing | | | Q2 2021 |
DHT Colt | | | Spot | | | |
DHT Condor | | | Spot | | | |
DHT Edelweiss | | | Time charter | | | Q1 2021 |
DHT Europe | | | Spot | | | |
DHT Falcon | | | Spot | | | |
DHT Hawk | | | Spot | | | |
DHT Jaguar | | | Spot | | | |
DHT Lake | | | Time charter | | | Q2 2021 |
DHT Leopard | | | Spot | | | |
DHT Lion | | | Time charter | | | Q1 2021 |
DHT Lotus | | | Spot | | | |
DHT Mustang | | | Spot | | | |
DHT Opal | | | Spot | | | |
DHT Panther | | | Spot | | | |
DHT Peony | | | Spot | | |
Vessel | | | Type of Employment | | | Expiry |
DHT Puma | | | Spot | | | |
DHT Raven | | | Time charter | | | Q1 2021 |
DHT Redwood | | | Spot | | | |
DHT Scandinavia | | | Spot | | | |
DHT Stallion | | | Spot | | | |
DHT Sundarbans | | | Time charter with profit sharing | | | Q4 2021 |
DHT Taiga | | | Time charter with profit sharing | | | Q4 2022 |
DHT Tiger | | | Spot | | |
• | on the NYSE or any other national securities exchange or U.S. inter-dealer system of a registered national securities association on which our securities 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 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 securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus; |
• | ordinary brokerage transactions; or |
• | transactions in which the broker-dealer solicits purchasers. |
Name of Selling Shareholder | | | Number of Shares of Common Stock Owned Prior to the Offering | | | Percentage of Shares of Common Stock Owned Prior to the Offering | | | Number of Shares of Common Stock Offered pursuant to this Prospectus | | | Number of Shares of Common Stock Owned after the Offering | | | Percentage of Common Stock Owned after the Offering |
BW Group(1) | | | 25,702,545 | | | 17.4% | | | 25,702,545 | | | — | | | — |
(1) | The address for BW Group is c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda. |
• | the title of such warrants; |
• | the offering price for such warrants, if any; |
• | the aggregate number of such warrants; |
• | the designation and terms of the securities purchasable upon exercise of such warrants; |
• | 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 from and after which such warrants and any securities issued therewith will be separately transferable; |
• | the number of shares of common stock or preferred stock purchasable upon exercise of a warrant and the price at which such shares may be purchased upon exercise; |
• | 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 that may be exercised at any one time; |
• | whether the warrants represented by the warrant certificates or securities that may be issued upon exercise of the warrants will be issued in registered or bearer form; |
• | information with respect to book-entry procedures, if any; |
• | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
• | if applicable, a discussion of material United States federal income tax considerations; |
• | the antidilution provisions of such warrants, if any; |
• | the redemption or call provisions, if any, applicable to such warrants; and |
• | any additional terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | the record date for stockholders entitled to receive the rights; |
• | the number of shares of common stock or other securities that may be purchased upon exercise of each right; |
• | the exercise price of the rights; |
• | whether the rights are transferable; |
• | the period during which the rights may be exercised and when they will expire; |
• | the steps required to exercise the rights; |
• | the price, if any, for the subscription rights; |
• | the number of subscription rights issued; |
• | the terms of the shares of common stock or shares of preferred stock or depositary shares; |
• | the extent to which the subscription rights are transferable; |
• | if applicable, the material terms of any standby underwriting or other arrangement entered into by us in connection with the offering of subscription rights; |
• | the other terms of the subscription rights, including the terms, procedures and limitations relating to the exercise of the subscription rights; |
• | whether the rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not purchase their full allotments; |
• | whether we intend to sell the shares of common stock or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement; and |
• | if applicable, a discussion of material United States federal income tax considerations. |
• | 1% of the then outstanding shares of our common stock; and |
• | the average weekly trading volume of the common stock on the open market during the four calendar weeks preceding such sale. |
Commission registration fee | | | $0 |
NYSE listing fee | | | * |
FINRA filing fee | | | * |
Blue Sky fees and expenses | | | * |
Printing and engraving costs | | | * |
Legal fees and expenses | | | * |
Accounting fees and expenses | | | * |
Transfer Agent and Registrar fees and expenses | | | * |
Miscellaneous | | | * |
Total | | | $ * |
* | 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. |
1. | we are organized in a foreign country (the “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States; and |
2. | 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 U.S. corporations or in the United States, referred to as the “Publicly-Traded Test”. |
(i) | our common stock represents more than 50% of the total combined voting power of all classes of our stock entitled to vote and of the total value of all of our outstanding stock, referred to as the “trading threshold test”; |
(ii) | our common stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, referred to as the “trading frequency test”; and |
(iii) | the aggregate number of shares of our common stock traded on such market during the taxable year is at least 10% of the average number of shares of our common stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), referred to as the “trading volume test”. |
• | we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income; and |
• | substantially all of our U.S. source gross transportation 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 who is a U.S. citizen or resident, a U.S. corporation, an estate the income of which is subject to U.S. 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 U.S. persons have the authority to control all substantial decisions of the trust or if the trust has validly elected to be treated as a U.S. trust; |
• | owns our common stock or preferred stock as a capital asset; and |
• | owns actually and constructively less than 10% of our common stock and less than 10% of our preferred stock by vote and value. |
• | 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 consists of “passive assets” (i.e., assets that 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 or preferred 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-U.S. Holder’s conduct of a trade or business in the United States (and, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or |
• | the Non-U.S. 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 U.S. federal income tax returns; or |
• | in certain circumstances, fail to comply with applicable certification requirements. |
• | the Current Report on Form 6-K, filed with the Commission on June 19, 2020, relating to our 2020 annual meeting of shareholders; |
• | Exhibit 99.1 to the Current Report on Form 6-K, filed with the Commission on May 6, 2020, which contains unaudited interim condensed consolidated financial statements and related notes thereto for DHT, as of and for the three-month period ended March 31, 2020; |
• | the Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 25, 2020, which contains audited consolidated financial statements and related notes thereto for the most recent fiscal year for which those statements have been filed; |
• | Exhibit 3.1 and Exhibit 4.1 to the Current Report on Form 6-K, filed with the Commission on January 30, 2017; Exhibit 10.1 to the Current Report on Form 6-K, filed with the Commission on March 24, 2017; Exhibit 3.1, Exhibit 4.1 and Exhibit 10.1 to the Current Report on Form 6-K, filed with the Commission on April 21, 2017; and Exhibit 3.1 and Exhibit 3.2 to the Current Report on Form 6-K, filed with the Commission on June 16, 2017; and |
• | the description of our common stock contained in our registration statement on Form 8-A (File No. 001-32640), filed with the SEC on October 7, 2005 which incorporates by reference the description of our common stock contained in our registration statement on Form F-1 (File No. 333-128460), as amended, filed with the SEC on September 21, 2005, and any amendments or reports filed updating that description. |
• | our future financial condition and liquidity, including our ability to make required payments under our credit facilities and comply with our loan covenants; |
• | our ability to finance our capital expenditures, acquisitions and other corporate activities; |
• | our future operating or financial results and future revenues and expenses; |
• | expectations relating to dividend payments and our ability to make such payments; |
• | future, pending or recent acquisitions, business strategy, areas of possible expansion and expected capital spending or operating expenses; |
• | tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand; |
• | expectations about the availability of vessels to purchase, or the time which it may take to construct new vessels or vessels’ useful lives; |
• | the availability of insurance on commercially reasonable terms; |
• | DHT’s and its subsidiaries’ ability to comply with operating and financial covenants and to repay their debt under the secured credit facilities; |
• | our ability to obtain additional financing and to obtain replacement charters for our vessels; |
• | fluctuations in currencies and 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; |
• | the availability of existing vessels to acquire or newbuilds to purchase, or the time that it may take to construct and take delivery of new vessels, including our newbuild vessels currently on order, or the useful lives of our vessels; |
• | the availability of key employees and crew, the length and number of off-hire days, drydocking requirements and fuel and insurance costs; |
• | competitive pressures within the tanker industry; |
• | changes in trading patterns for particular commodities significantly impacting overall tonnage requirements; |
• | changes in the rate of growth of the world and various regional economies; |
• | risks incident to vessel operation, including discharge of pollutants; |
• | unanticipated changes in laws and regulations; |
• | delays and cost overruns in construction projects; |
• | any malfunction or disruption of information technology (“IT”) systems and networks that our operations rely on or any impact of a possible cybersecurity breach; |
• | potential liability from future litigation; |
• | corruption, piracy, militant activities, political instability, terrorism, ethnic unrest and regionalism in countries where we may operate; |
• | our business strategy and other plans and objectives for future operations; |
• | the impact of a global public health threat or pandemic, such as the global COVID-19 pandemic, on the tanker industry, global economy and financial markets; and |
• | any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or other applicable regulations relating to bribery. |
Item 8. | Indemnification of Directors and Officers. |
Item 9. | Exhibits. |
Number | | | Exhibit Description |
1.1 | | | Form of Underwriting Agreement (for equity securities).* |
3.1 | | | Amended and Restated Articles of Incorporation of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640). |
3.2 | | | Amended and Restated Bylaws of DHT Holdings, Inc. (incorporated by reference to Exhibit 1.2 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2017, filed with the Commission on April 24, 2018, Commission File Number 001-32640). |
4.1 | | | Form of Common Stock Certificate of DHT Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, filed with the Commission on March 19, 2015, Commission File Number 001-32640). |
4.2 | | | Certificate of Designation of Series C Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, filed with the Commission on January 30, 2017, Commission File Number 001-32640). |
4.3 | | | Rights Agreement, dated as of January 29, 2017, between DHT Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, filed with the Commission on January 30, 2017, Commission File Number 001-32640) and the amendment thereto, dated as of April 20, 2017 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, filed with the Commission on April 21, 2017, Commission File Number 001-32640). |
4.4 | | | Certificate of Designation of Series D Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, filed with the Commission on April 21, 2017, Commission File Number 001-32640) and the amendment thereto, dated as of May 12, 2017 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640). |
4.5 | | | Investor Rights Agreement, dated as of April 20, 2017, between DHT Holdings, Inc. and BW Group Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, Commission File Number 001-32640). |
4.6 | | | 2018 ABN AMRO Credit Facility (incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of May 2018, Commission File Number 001-32640). |
4.7 | | | Nordea BW VLCC Acquisition Credit Facility (incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of August 2017, Commission File Number 001-32640). |
4.8 | | | Form of Warrant.* |
4.9 | | | Form of Warrant Agreement.* |
4.10 | | | Form of Rights Agreement.* |
5.1 | | | Opinion of Reeder & Simpson P.C. |
Number | | | Exhibit Description |
8.1 | | | Tax Opinion of Cravath, Swaine & Moore LLP. |
23.1 | | | Consent of Deloitte AS. |
23.2 | | | Consent of Reeder & Simpson P.C. (contained in Exhibit 5.1). |
23.3 | | | Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 8.1). |
* | To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Report on Form 6-K to be filed by the registrant in connection with a specific offering and incorporated herein by reference. |
Item 10. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(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, 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 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 Exchange Act and, where interim financial information required to be presented by Article 3 of Regulation S-X are 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. |
(4) | 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. |
(5) | 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 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 (5) and other |
(6) | That, for the purpose of determining liability under the Securities Act, 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 in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act 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. |
(7) | That, for the purpose of determining liability of the registrant under the Securities Act, to any purchaser in the initial distribution of the securities: |
(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. |
(8) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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. |
| | DHT HOLDINGS, INC., | | | |||||
| | | | | | ||||
| | By: | | | /s/ Laila C. Halvorsen | | | ||
| | | | Name: Laila C. Halvorsen | | | |||
| | | | Title: Chief Financial Officer | | | |||
| | | | (Principal Financial and Accounting Officer) | | |
Signature | | | Title | | | Date |
/s/ Svein Moxnes Harfjeld | | | Co-Chief Executive Officer (Co-Principal Executive Officer) | | | June 25, 2020 |
Svein Moxnes Harfjeld | | | ||||
| | | | |||
/s/ Trygve P. Munthe | | | Co-Chief Executive Officer (Co-Principal Executive Officer) | | | June 25, 2020 |
Trygve P. Munthe | | | ||||
| | | | |||
/s/ Laila C. Halvorsen | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | June 25, 2020 |
Laila C. Halvorsen | | | ||||
| | | | |||
/s/ Erik A. Lind | | | Chairman and Director | | | June 25, 2020 |
Erik A. Lind | | | | | ||
| | | | |||
/s/ Einar Michael Steimler | | | Director | | | June 25, 2020 |
Einar Michael Steimler | | | | | ||
| | | | |||
/s/ Joseph H. Pyne | | | Director | | | June 25, 2020 |
Joseph H. Pyne | | | | | ||
| | | | |||
/s/ Jeremy Kramer | | | Director | | | June 25, 2020 |
Jeremy Kramer | | | | | ||
| | | | |||
/s/ Donald J. Puglisi | | | Authorized Representative in the United States | | | June 25, 2020 |
Donald J. Puglisi Managing Director Puglisi & Associates | | |
* | To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Report on Form 6-K to be filed by the registrant in connection with a specific offering and incorporated herein by reference. |