Major Frontline Restructuring Pending

December 6, 2011

Bermuda’s Ship Finance International Limited today [Dec.6] announced it has agreed, subject to final board and bank financing approvals, to amend the terms of the long-term chartering agreements with Frontline Ltd.

Ship Finance International is engaged primarily in the ownership and operation of vessels and offshore related assets and is closely affiliated with Frontline and Seadrill, two Bermuda companies controlled by trusts established by Norwegian-born shipping tycoon John Fredriksen.

Amendments to the chartering agreements will happen concurrently with a proposed recapitalisation of Frontline, where some of their assets will be sold and a significant capital commitment relating to newbuildings will be transferred to a new company to be established, Frontline 2012.

A Ship Finance spokesman said Frontline’s balance sheet will be strengthened as a result “and the current uncertainty  relating to its liquidity position and bank covenant compliance will be removed.”

At the same time, all of Frontline’s tonnage providers, including Ship Finance, have been requested to reduce the base charter rates in order for the restructured Frontline to manage through a potentially very weak spot tanker market in the short to medium term.

For Ship Finance, the preliminary agreement is to reduce the base charter rates by $6,500 per day per vessel from 2012 through 2015, and thereafter revert to previous charter rate levels.

Ship Finance will receive a restructuring compensation of $106 million in cash from Frontline, including the release of $56 million restricted cash currently serving as security for their charter payments to the company. The remaining $50 million will be an early payment of profit split, and will effectively be used to offset future profit split revenues over and above the old base rate.

There will also be an adjustment to the profit split calculation whereby Ship Finance will get 100 percent up to the old base rate levels, and 25 percent profit split above that. The profit split will be payable on an annual basis as before.

In addition to the $106 million cash payment from Frontline, Ship Finance plans to use an additional $50 million to prepay on bank financing, with corresponding reduced interest and loan amortization.

The net effect of this significant debt reduction and new charter arrangement is that the cashflow from these vessels will at a minimum cover the debt service, even at the reduced base rate, for the next four years.

At year-end 2011, the bank financing relating to the 28 Frontline vessels will then be reduced from approximately $740 million to approximately $584 million. This is just a marginal level above current scrap values for the vessels, and we will continue to amortise down the debt further according to schedule.

Currently, the net contribution from the Frontline vessels, after debt service, is approximately $8 million per quarter, or approximately $0.10 per share. It is expected that the near-term dividends will be adjusted to reflect a reduced net cash-flow, potentially reducing the base dividend to approximately $0.25 per share for the next quarter.

If the market is higher than the new reduced base charter rates, significant additional cash will be generated with the potential to increase Ship Finance’s dividend in the future.

CEO of Ship Finance Management AS, Ole B. Hjertaker said: “The uncertainty relating to Frontline has been negative for our company and a potential default on their chartering obligations could be dramatic for us.

“It has been a difficult process for all involved parties, but we feel that the outlined solution will, if accepted, give our company a solid footing under our large tanker exposure in what is a very difficult time for the tanker industry. We will receive base charter rates which are clearly in excess of what can be achieved in the market today and we will have a solid counterpart with a good liquidity position and low cash break-even rates.

“In a positive market scenario, we will have the potential to recover more than the original agreed charter payments through an improved profit share agreement. Since the establishment of Ship Finance in 2004, we have received more than $500 million in profit sharing from Frontline. It has enabled the Company to grow and diversify the asset base much faster than originally anticipated with corresponding higher dividend capacity. This clearly illustrates the value of optionality in the tanker market.

“The uncertainty regarding our tanker exposure should then be dramatically reduced, and the foundation for a long term dividend capacity with additional upside potential should be established.”

The outlined structure is subject to final board approval, and also approval by the financing banks in Ship Finance and Frontline, respectively, with a deadline of December 31, 2011.

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