Ship Finance International Limited : SFL - Ship Finance International Limited Upsizes and Prices Offerings of Convertible Senior

Ship Finance International Limited : SFL - Ship Finance International Limited
 Upsizes and Prices Offerings of Convertible Senior Notes and Borrowed Common
                                    Shares

Press Release from Ship Finance International Limited, January 25, 2013

Ship  Finance  International  Limited  ("Ship  Finance")  (NYSE:  SFL)   today 
announced that  it  has increased  the  size of  the  public offering  of  its 
Convertible Senior Notes due 2018 (the "Notes") announced on January 24,  2013 
by $100 million, to a total of $350 million aggregate principal amount.

In addition, Ship Finance announced that Deutsche Bank AG, London Branch  (the 
"Share Borrower")  priced its  previously  announced fixed-price  offering  of 
approximately 4.2  million  common shares,  or  approximately $70  million  in 
market value, at $16.50 per share.  The Share Borrower, which is an  affiliate 
of Deutsche Bank  Securities Inc.,  the underwriter  for the  offering of  the 
common shares, is  borrowing the  common shares  being offered  from a  wholly 
owned subsidiary of Ship Finance.

The Notes, which are being  sold at a price equal  to 100% of their  principal 
amount, will pay interest quarterly at an  annual rate of 3.25% and mature  on 
February 1, 2018. At maturity, Ship Finance will pay the principal amount per
Note plus accrued and unpaid interest in  whole in cash, or in part in  common 
shares and in part in cash, at its election.

The Notes will be convertible into our common shares at an initial  conversion 
price of $21.9450 per  share, which is  a 33% premium  to the public  offering 
price per share in the concurrent offering of common shares. Upon  conversion, 
we will pay  or deliver, as  the case may  be, cash, our  common shares, or  a 
combination of cash or our common shares, at our election, subject to  certain 
exceptions.

Ship Finance intends to use the net proceeds received from the offering of the
Notes to redeem  or repurchase all  of its outstanding  8.5% Senior Notes  due 
2013. Any net proceeds not used to redeem or repurchase the 8.5% Senior  Notes 
due 2013  will  be used  for  general corporate  purposes,  including  working 
capital.

In connection with Ship Finance's offering of the Notes, a subsidiary of  Ship 
Finance has entered into  a share lending agreement  with the Share  Borrower, 
under which it  will loan  to the  Share Borrower  up to  6.06 million  common 
shares, or approximately $100 million in market value, of common shares.  None 
of the borrowed shares are newly-issued common shares. Instead, the shares are
provided to  Ship Finance's  subsidiary by  way of  a loan  from one  of  Ship 
Finance's affiliates and largest shareholders.

Up to the  remaining 1.82  million of  borrowed shares,  or approximately  $30 
million in market value,  are expected to be  subsequently sold at  prevailing 
market prices at the time of sale or at negotiated prices.

The sale of the borrowed shares is intended to facilitate privately negotiated
transactions or short sales  by which investors in  the Notes may hedge  their 
investments in the Notes or other convertible notes of Ship Finance. The Share
Borrower will  be required  to return  the  borrowed shares  on or  about  the 
maturity of  the  Notes  or,  if earlier,  upon  the  conversion,  repurchase, 
redemption or cancellation  of all  of the Notes  and upon  the occurrence  of 
certain other events.

The closing of the offering of the Notes is contingent upon the closing of the
concurrent offering of the fixed-price borrowed shares, and the closing of the
concurrent offering of the fixed-price borrowed shares is contingent upon the
closing of the offering of the Notes.

Deutsche Bank Securities Inc. and ABG Sundal Collier Inc. are acting as
underwriters for the offering of the Notes. Deutsche Bank Securities Inc. is
acting as underwriter for the offering of the Common Shares.

The offering of the Notes and the offering of the common shares are being made
under Ship Finance's existing shelf registration statement filed with the
Securities and Exchange Commission on November 12, 2010.

The offering of the Notes and the offering of the common shares are being
offered only by means of a prospectus, forming a part of Ship Finance's shelf
registration statement, related prospectus supplements and other related
documents. You may obtain these documents for free by visiting EDGAR on the
United States Securities and Exchange Commission website at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement may be obtained
from Deutsche Bank Securities Inc., Attention: Prospectus Department, 60 Wall
Street, New York, NY 10005, telephone: +1 800 503 4611 (with respect to the
offerings of the Notes and the Common Shares), or ABG Sundal Collier Inc., 535
Madison Avenue, 17th Floor, New York, NY 10022, telephone: +1 212 605 3800
(with respect to the offering of the Notes). Before you invest, you should
read the prospectus supplements and accompanying base prospectus along with
other documents that Ship Finance has filed with the United States Securities
and Exchange Commission for more complete information about Ship Finance and
these offerings.

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy the Notes, common shares or any other securities, nor will
there be any sale of the Notes, common shares or any other securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.



The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda





About Ship Finance

Ship Finance is a leading ship-owning company with one of the largest and most
diverse asset bases across the maritime and offshore industries. It is listed
on the New York Stock Exchange and  trades under the symbol "SFL". We own  and 
operate 62 vessels and drilling units across the tanker, drybulk, car carrier,
container and offshore sectors. In the  tanker and drybulk sectors we own  and 
operate 25 crude-oil  tankers, one  oil/bulk/ore carrier, or  OBO, 11  drybulk 
carriers and two chemical tankers. In the  liner sector we own and operate  11 
container vessels, including two chartered-in  container vessels, and two  car 
carriers, and in the  offshore sector we own  and operate six offshore  supply 
vessels, one jack-up drilling rig and three ultra-deepwater drilling units.

Cautionary Statement Regarding Forward Looking Statements

This press release  may contain forward  looking statements. These  statements 
are based upon  various assumptions, many  of which are  based, in turn,  upon 
further  assumptions,  including  Ship  Finance  management's  examination  of 
historical  operating  trends.  Although  Ship  Finance  believes  that  these 
assumptions were  reasonable when  made,  because assumptions  are  inherently 
subject to significant uncertainties and contingencies which are difficult  or 
impossible to predict  and are beyond  its control, Ship  Finance cannot  give 
assurance that it will  achieve or accomplish  these expectations, beliefs  or 
intentions.

Important factors that, in Ship Finance's view, could cause actual results  to 
differ materially  from  those  discussed in  this  presentation  include  the 
strength  of  world  economies  and  currencies,  general  market   conditions 
including fluctuations in  charter hire  rates and vessel  values, changes  in 
demand in  the  tanker market  as  a result  of  changes in  OPEC's  petroleum 
production levels and worldwide oil  consumption and storage, changes in  Ship 
Finance's  operating  expenses  including   bunker  prices,  dry-docking   and 
insurance costs,  changes in  governmental rules  and regulations  or  actions 
taken by regulatory  authorities, potential liability  from pending or  future 
litigation, general domestic and international political conditions, potential
disruption of shipping routes due to accidents or political events, and  other 
important factors described  from time to  time in the  reports filed by  Ship 
Finance with the United States Securities and Exchange Commission.

Questions should be directed to:

Harald Gurvin, Chief Financial Officer, Ship Finance Management AS
+47 23 11 40 09

Magnus T. Valeberg, Senior Vice President, Ship Finance Management AS
+47 23 11 40 12



Media Contact:

Ole B. Hjertaker, Chief Executive Officer, Ship Finance Management AS
+47 23 11 40 11

------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Ship Finance International Limited via Thomson Reuters ONE
HUG#1673330
 
Press spacebar to pause and continue. Press esc to stop.