Nordic American Offshore Ltd. (NAO) have announced the expiration and results of its offer to exchange unregistered common shares that it issued in its prior equity private placement in November 2013.
As of 5:00 p.m. New York City time (11:00 p.m. Oslo Time) on Thursday, July 17, 2014, at which time the Exchange Offer expired, there have been 11,478,478 Original Shares validly tendered, and not withdrawn, which represents approximately 93.5% of the Original Shares eligible to participate in the Exchange Offer. Holders of the remaining OTC shares will be contacted shortly in order to arrange for the exchange.
The Original Shares have been traded on the OTC in Oslo since November 2013. The Original Shares will be exchanged for common shares (the "Exchange Shares") that have been registered under the Securities Act of 1933 (the "Securities Act") and may be freely traded on the New York Stock Exchange by nonaffiliates of the Company.
The complete terms and conditions of the exchange offer are set forth in a prospectus dated June 18, 2014, and the related letter of transmittal (the "Exchange Offer").
NAO explains that under SEC rules Original Shares owned by affiliates of the Company are not eligible to participate in the exchange offer now as Original Shares owned by Affiliates of the Company are subject to a contractual lockup for a period of 180 days from June 11, 2014.