SEC Filing Summary: Ship Finance International Limited (SFL Corp Ltd.)
Business Context and Reporting Period
Company: Ship Finance International Limited (SFL Corp Ltd.)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: February 2013 (Filing Date: February 7, 2013)
Jurisdiction: Bermuda
Primary Business: The company is engaged in the acquisition, ownership, and management of a fleet of vessels. This filing serves to disclose a material corporate action regarding its debt capital structure.
Key Financial Metrics and Debt Structure
Note: This filing is a legal disclosure of an indenture and does not contain financial statements, revenue, profit, or cash flow data for the period.
- Debt Instrument: Senior and Subordinated Indenture dated January 30, 2013.
- Trustee: U.S. Bank National Association.
- Agent: Deutsche Bank Trust Company Americas.
- Issuance Capacity: The aggregate principal amount of securities issuable under this indenture is unlimited.
- Security Types: Securities may be issued in one or more series, including senior and subordinated debt, in denominations of $1,000 or integral multiples thereof.
- Currency: Securities may be denominated in U.S. Dollars or foreign currencies.
Material Changes and Corporate Actions
The primary material event disclosed in this filing is the execution of a new Senior and Subordinated Indenture on January 30, 2013. This action establishes the legal framework for the company to issue future debt securities. Key terms established include:
- Flexibility: The company retains the right to issue securities in various series with differing terms (interest rates, maturities, redemption provisions) as determined by Board Resolution or supplemental indenture.
- Global Securities: Provisions allow for the issuance of securities in global form held by a depository.
- Successors: The company may merge or consolidate provided the successor assumes obligations and no default exists immediately after the transaction.
Guidance, Risks, and Covenants
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or management discussion of financial results. It is strictly a legal instrument disclosure.
Key Covenants and Risks:
- Events of Default: Include failure to pay principal or interest (30-day grace period for interest), failure to pay sinking fund amounts, breach of covenants (60-day cure period), cross-defaults on other debt, and bankruptcy/insolvency proceedings.
- Acceleration: Upon an Event of Default, the Trustee or holders of 25% of outstanding securities may declare the principal and accrued interest immediately due.
- Defeasance: The company may legally defease securities (discharge indebtedness) by depositing U.S. Government Obligations or cash sufficient to pay all future obligations, subject to specific tax and legal conditions.
- Amendments: Material changes to interest rates, maturity dates, or principal amounts generally require the consent of a majority of securityholders. Certain amendments can be made without consent if they do not adversely affect holder rights.
- Governing Law: The indenture is governed by the laws of the State of New York.
Investor Verification Checklist
- Verify the specific terms (interest rate, maturity, coupon) of any specific series of debt issued under this unlimited indenture, as they are not defined in this document.
- Review subsequent filings (e.g., Form 20-F or press releases) to determine if any debt has actually been issued under this indenture and the total outstanding principal amount.
- Confirm the company's current liquidity position and ability to service debt, as this filing provides no financial data.
- Monitor for any "Events of Default" or cross-default triggers related to the company's other debt obligations.
- Check for any supplemental indentures that may have modified the terms of specific debt series issued under this master agreement.