|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/21/04 Ship Finance International Ltd F-4 5/20/04 32:8.3M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer HTML 1.51M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 220K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 56K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 236K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 15K
6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 151K
7: EX-4.4 Instrument Defining the Rights of Security Holders HTML 889K
8: EX-5.1 Opinion re: Legality HTML 23K
9: EX-5.2 Opinion re: Legality HTML 17K
10: EX-5.3 Opinion re: Legality HTML 19K
11: EX-5.4 Opinion re: Legality HTML 20K
12: EX-5.5 Opinion re: Legality HTML 33K
13: EX-5.6 Opinion re: Legality HTML 19K
14: EX-5.7 Opinion re: Legality HTML 16K
15: EX-8.1 Opinion re: Tax Matters HTML 16K
16: EX-10.1 Material Contract HTML 1.51M
23: EX-10.11 Material Contract HTML 139K
17: EX-10.2 Material Contract HTML 428K
18: EX-10.3 Material Contract HTML 72K
19: EX-10.4 Material Contract HTML 156K
20: EX-10.5 Material Contract HTML 160K
21: EX-10.6 Material Contract HTML 191K
22: EX-10.7 Material Contract HTML 143K
24: EX-12.1 Statement re: Computation of Ratios HTML 52K
25: EX-21.1 Subsidiaries of the Registrant HTML 15K
26: EX-23.1 Consent of Experts or Counsel HTML 13K
27: EX-23.2 Consent of Experts or Counsel HTML 13K
28: EX-25.1 Statement re: Eligibility of Trustee HTML 171K
29: EX-99.1 Miscellaneous Exhibit HTML 79K
30: EX-99.2 Miscellaneous Exhibit HTML 26K
31: EX-99.3 Miscellaneous Exhibit HTML 16K
32: EX-99.4 Miscellaneous Exhibit HTML 22K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Letter of Transmittal | ||||
| " | QuickLinks | ||||
Exhibit 99.1
TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
SHIP FINANCE INTERNATIONAL LIMITED
81/2% Senior Notes due December 15, 2013
| By Mail, Hand or Overnight Courier: | Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Mary St. Amand Assistant Vice President |
|
Facsimile (for eligible institutions only): confirm facsimile by telephone ONLY: |
Fax: (302) 636-4145 Ph: (302) 636-6436 |
Delivery of this instrument to an address other than as set forth above (or transmission of instructions via a facsimile number other than the one listed above) will not constitute a valid delivery. The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
HOLDERS OF THE COMPANY'S OUTSTANDING NOTES ("HOLDERS") WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR OUTSTANDING NOTES UNDER THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
The undersigned acknowledges receipt of the Prospectus dated , 2003 (the "Prospectus") of Ship Finance International Limited (the "Company") and the attachments thereto, which, together with this Letter of Transmittal (the "Letter of Transmittal"), constitutes the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of its 81/2% Senior Notes due December 2013 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), under a Registration Statement of which the prospectus is a part, for each $1,000 principal amount of its outstanding 81/2% Senior Notes due December 2013 (the "Outstanding Notes"), of which $580,000,000 in principal amount is outstanding, upon the terms and conditions set forth in the Prospectus. Other capitalized terms used but not defined herein have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used by Holders if: (i) certificates representing Outstanding Notes are to be physically delivered to the Exchange Agent herewith by Holders; or (ii) tender of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures set forth in the Prospectus under "Procedures for Tendering Outstanding Notes," by any financial institution that is a participant in DTC and whose name appears on a security position listing maintained by DTC as the owner of Outstanding Notes; or (iii) tender of Outstanding Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "Procedures for Tendering Outstanding Notes."
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent. See Instruction 10 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER
THEIR OUTSTANDING NOTES MUST COMPLETE THIS LETTER OF
TRANSMITTAL IN ITS ENTIRETY OR AN AGENT'S MESSAGE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
| DESCRIPTION OF 81/2% SENIOR NOTES DUE DECEMBER 15, 2013 (OUTSTANDING NOTES) |
||||||
|---|---|---|---|---|---|---|
| Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) |
Certificate Number(s)* |
Aggregate Principal Amount Represented By Certificate(s) |
Principal Amount Tendered (if less than all)** |
|||
| |
||||||
| |
||||||
| |
||||||
| |
||||||
| Total | ||||||
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if the Outstanding Notes tendered by book-entry transfer that are not accepted for purchase or Exchange Notes issued in exchange for Outstanding Notes accepted for exchange are not to be credited to the undersigned's account maintained by DTC.
Issue certificate(s) to:
| Name: | |
|
| (Please Print) | ||
Address: |
||
(Include Zip Code) |
||
(Tax Identification or Social Security No.) |
||
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered or not purchased are to be sent to someone other than the undersigned, or to the undersigned at an address other than shown above. This section should not be completed if such Outstanding Notes are to be delivered to DTC for credit to the undersigned's account or to an account specified under "Special Issuance Instructions."
Mail to:
| Name: | |
|
| (Please Print) | ||
Address: |
||
(Include Zip Code) |
||
(Tax Identification or Social Security No.) |
||
2
| Name of Delivering Institution: | |
Book Entry-DTC Account Number: |
Transaction Code Number: |
| Name: | |
||
Address: |
|||
3
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned hereby irrevocably delivers to the Company the number of Outstanding Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Outstanding Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Outstanding Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Outstanding Notes and Exchange Notes) with respect to the tendered Outstanding Notes with full power of substitution to (i) deliver certificates for such Outstanding Notes to the Company, or transfer ownership of such Outstanding Notes on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Outstanding Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Outstanding Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are acquired by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the beneficial owner receiving such Exchange Notes, whether or not such person is the undersigned, that neither the beneficial owner nor the undersigned has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the beneficial owner nor the undersigned is an "affiliate," as defined in Rule 405 of the Securities Act, of the Company. If the undersigned is not a broker-dealer the undersigned represents that neither it nor the beneficial owner is engaged in, or intends to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for the Outstanding Notes that were acquired as a result of market making activities or other trading activities, it acknowledges that it will deliver a Prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Outstanding Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Outstanding Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent.
If any tendered Outstanding Notes are not accepted for exchange under the Exchange Offer for any reason, certificates for any such unaccepted Outstanding Notes will be returned (except with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated in the "Special Delivery Instructions" promptly after the expiration or termination of the exchange offer in accordance with Rule 14(e)-1(c) of the Securities and Exchange Act of 1934, as amended.
All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this
4
Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns, trustees in bankruptcy and other legal representatives of the undersigned.
The undersigned understands that tenders of Outstanding Notes under the procedures described under the caption "Procedures for Tendering Outstanding Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please return any Outstanding Notes not tendered or not exchanged in the name(s) of the undersigned (or in the case of the Outstanding Notes tendered by DTC, by credit to the undersigned's account at DTC). Unless otherwise indicated under "Special Issuance Instructions," please credit the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange by credit to the undersigned's account at DTC. The undersigned recognizes that Exchange Notes will be issued in the form issued to DTC and registered in the name of Cede & Co., Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme, as nominee(s) of DTC. Unless otherwise indicated under "Special Delivery Instructions," please send any certificates for Outstanding Notes not tendered or not exchanged and accompanying documents, as appropriate to the undersigned at the address shown below the undersigned's signature(s), unless tender is being made through DTC. The undersigned recognizes that the Company has no obligation under the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Outstanding Notes from the name of the registered Holders(s) thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or who cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "Procedures for Tendering Outstanding Notes." See Instruction 1 regarding the completion of the Letter of Transmittal printed below.
5
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
| X |
||
| Date | ||
| X |
||
| Signature(s) of Registered Holder(s) or Authorized Signatory | Date |
Area Code and Telephone Number: |
The above lines must be signed by the registered Holder(s) of Outstanding Notes as their name(s) appear(s) on the Outstanding Notes or, if the Outstanding Notes are delivered by a participant in DTC, as such participant's name appears on a security position listing maintained by DTC as the owner of Outstanding Notes, or by person(s) authorized to become registered Holder(s) by a properly completed Assignment from the registered Holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Outstanding Notes to which this Letter of Transmittal relates are held of record by two or more joint Holders, then all such Holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company and the Exchange Agent, submit evidence satisfactory to the Company and the Exchange Agent of such person's authority so to act. See Instruction 4 regarding the completion of this Letter of Transmittal below.
| Name(s): | |
|
| (Please Print) | ||
Capacity: |
||
Address: |
||
| (Include Zip Code) | ||
Signature(s) Guaranteed by an Eligible Institution: (If required by Instruction 4) |
||
(Authorized Signature) |
||
(Title) |
||
(Name of Firm) |
||
Date: |
, 2003 |
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Outstanding Notes. The Outstanding Notes (or a confirmation of a book-entry transfer into the Exchange Agent's account at DTC of all Outstanding Notes delivered electronically), a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof or an Agent's Message and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. The method of delivery of the tendered Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Outstanding Notes should be sent to the Company.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available, or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or who cannot complete the procedure for book-entry transfer, prior to 5:00 P.M., New York City time, on the Expiration Date, must tender the Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus. Under such procedures: (i) such tender must be made by or through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (an "Eligible Institution"); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed an duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Outstanding Notes, the certificate number or numbers of such Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being under made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal or facsimile hereof together with the certificate(s) representing the Outstanding Notes (or a confirmation of electronic delivery of book-entry delivery into the exchange Agent's account at DTC), must be received by the Exchange Agent, all as provided in the Prospectus. Any Holder of Outstanding Notes who wishes to tender his or her Outstanding Notes under the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Outstanding Notes according to the guaranteed delivery procedures set forth above.
All questions as to the validity, eligibility (including time of receipt) and acceptance of tendered Outstanding Notes will be determined by the Company and the Exchange Agent in their sole discretion, which determination will be final and binding. The Company and the Exchange Agent reserve the absolute right to reject any and all Outstanding Notes not properly exercised or any Outstanding Notes delivered to the Exchange Agent, receipt of which would, in the opinion of counsel for the Company or the Exchange Agent, be unlawful. The Company and the Exchange Agent also reserve the right to waive any defects or irregularities or conditions of the Exchange Offer and/or any particular Outstanding Notes. Any waiver of a defect or irregularity of a Note or of a term of the Exchange Offer will be applicable to all Outstanding Notes. The interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) by the Company and the Exchange Agent shall be final and binding on all parties. Unless waived, any defects
7
or irregularities in connection with deliveries of Outstanding Notes must be cured within such time as the Company and the Exchange Agent shall determine. Although the Company intends to request the Exchange Agent notify Holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived, will be returned by the Exchange Agent to the related Holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable.
2. Tender by Holder. Any beneficial holder of Outstanding Notes who is not the registered Holder and who wishes to tender should arrange with the registered Holder or DTC participant whose name appears on a security position listing maintained by DTC or the owner of the Outstanding Notes to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Outstanding Notes, either make appropriate arrangements to register ownership of the Outstanding Notes in such holder's name or obtain a properly completed bond power from the registered Holder.
3. Partial Tender. Tenders of Outstanding Notes will be accepted only in multiples of $1,000. If less than the entire principal amount of any Outstanding Notes is tendered, the tendering Holder should fill in principal amount tendered in the fourth column under the heading "Principal Amount Tendered (if less than all)" of the box entitled "Description of 81/2% Senior Notes due 2013 (Outstanding Notes)" above. The entire principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Exchange Notes will be issued in the form of one or more global notes in registered form issued to DTC and registered in the name of Cede & Co., Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme, as nominee(s) of DTC.
4. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signature. If this Letter of Transmittal or facsimile hereof is signed by the record Holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Outstanding Notes or, if the Outstanding Notes are tendered by a participant in DTC, as such participant's name appears on a security position listing maintained by DTC listing as the owner of the Outstanding Notes, without alteration, enlargement or any change whatsoever.
If a Holder other than DTC is tendering Outstanding Notes in exchange for Exchange Notes, such Holder must either properly endorse the Exchange Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder or Holders of any Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by appropriate bond powers signed as the name of the Registered Holder or Holders appears on the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding Notes or bond powers are signed by trustees, executors, administrators guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons would so indicate when signing, and, unless waived by the Company, must submit evidence satisfactory to the Company of their authority so to act with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by an Eligible Institution.
8
Except as otherwise instructed below, all signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal need not be guaranteed if: (i) this Letter of Transmittal is signed by the registered Holder(s) of the Outstanding Notes tendered herewith (including any participant in DTC whose name appears on a security position listing maintained by DTC as the owner of Outstanding Notes) and such person(s) has (have) not completed the box set forth herein entitled "Special Issuance Instructions" or the box set forth herein entitled "Special Delivery Instructions" or (ii) such Outstanding Notes are tendered for the account of an Eligible Institution.
5. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Notes are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of Outstanding Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.
6. Tax Identification Number. United States federal income tax law requires that a Holder whose Outstanding Notes are accepted for exchange must provide the Company (as payer) with such Holder's correct Taxpayer Identification Number ("TIN"), which, in the case of a Holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN or an adequate basis for exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and payments made with respect to Outstanding Notes purchased may be subject to backup withholding at the applicable rate. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt Holders are not subject to these backup (including, among others, all corporations and certain foreign individuals) withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."
To prevent backup withholding, each exchanging Holder must provide such Holder's correct TIN by completing the Substitute Form W-9 enclosed herewith, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such Holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the Substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Company within 10 days, backup withholding will begin and continue until you furnish your TIN to the Company.
7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes. If, however, certificates representing Exchange Notes are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Outstanding Notes tendered hereby, or if tendered Outstanding Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Exchange Notes for Outstanding Notes under the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or on any other persons) will be payable by the tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.
8. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify specified conditions of the Exchange Offer in the case of any Outstanding Notes tendered. Any waiver
9
of a defect or irregularity of a Note or of a term of the Exchange Offer will be applicable to all Outstanding Notes.
9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any delivering Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.
10. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of this Letter of Transmittal may be directed to the Exchange Agent at the address specified on the front of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
10
(DO NOT WRITE IN SPACE BELOW)
| Certificate Surrendered |
Outstanding Notes Tendered |
Outstanding Notes Accepted |
||
|---|---|---|---|---|
| |
||||
| |
||||
| |
||||
| |
||||
| |
||||
Delivery Prepared by |
Checked by |
Date |
11
| PAYER'S NAME: | ||||
| SUBSTITUTE FORM W-9 |
Name (if joint names, list first and circle the name of the persons or entity whose number you enter in Part I below. See instructions if your name has changed). | |||
| Address | ||||
| City, state and Zip code | ||||
| List account number(s) here (optional) | ||||
| Department of the Treasury Internal Revenue Service |
Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. | Social security number or TIN |
||
| Part 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3408(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. | ||||
| Payer's Request for TIN | CERTIFICATION—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. | PART 3— AWAITING TIN o |
||
Signature: |
Date: |
|||||
NOTE: |
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY DISTRIBUTIONS PAYMENTS MADE TO YOU BY THE COMPANY. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. |
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
| For this type of account |
Give the SOCIAL SECURITY number of— |
For this type of account: |
Give the EMPLOYER IDENTIFICATION number of— |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | An individual's account | The individual | 9. | A valid trust, estate, or pension trust | The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.(5) | |||||||
2. |
Two or more individuals (joint account) |
The actual owner of the account or, if combined funds, any one of the individuals(1) |
10. |
Corporate account |
The corporation |
|||||||
3. |
Husband and wife (joint account) |
The actual owner of the account or, if joint funds, either person(1) |
11. |
Religious, charitable or educational organization account |
The organization |
|||||||
4. |
Custodian account of a minor (Uniform Gift to Minors Act) |
The minor(2) |
12. |
Partnership account held in the name of the business |
The partnership |
|||||||
5. |
Adult and minor (joint account) |
The adult or, if the minor is the only contributor, the minor(1) |
13. |
Association, club, or other tax-exempt organization |
The organization |
|||||||
6. |
Account in the name of guardian or committee for a designated ward, minor, or incompetent person |
The ward, minor or incompetent person(3) |
14. |
A broker or registered nominee |
The broker or nominee |
|||||||
7. |
(a) |
The usual revocable savings trust account (grantor is also trustee) |
The grantor-trustee |
15. |
Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that received agricultural program payments |
The public entity |
||||||
(b) |
So-called trust account that is not a legal or valid trust under State law |
The actual owner(1) |
||||||||||
8. |
Sole proprietorship account |
The owner(4) |
||||||||||
Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
13
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the following:
Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
Payments of interest not generally subject to backup withholding include the following:
Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041(a), 6045 and 6050A.
Privacy Act Notice—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1994, payers must generally withhold 20% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.
14
| This ‘F-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/15/13 | None on these Dates | |||
| Filed as of: | 5/21/04 | |||
| Filed on: | 5/20/04 | |||
| 1/1/94 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 SFL Corp. Ltd. 20-F 12/31/23 154:17M 4/28/23 SFL Corp. Ltd. F-3ASR 4/28/23 8:1.2M Donnelley … Solutions/FA 3/16/23 SFL Corp. Ltd. 20-F 12/31/22 158:19M 3/24/22 SFL Corp. Ltd. 20-F 12/31/21 151:21M 3/22/21 SFL Corp. Ltd. 20-F 12/31/20 145:21M |