SEC Company Response from NORDIC AMERICAN TANKERS Ltd (NAT) (CIK 0001000177) (NAT) — Nov 1, 2013
NORDIC AMERICAN TANKERS Ltd (NAT) (CIK 0001000177)
Date: Nov. 1, 2013 · CIK: 0001000177 · Accession: 0000919574-13-006068
AI Filing Summary & Sentiment
File numbers found in text: 333-187400
Referenced dates: July 31, 2013, September 5, 2013
Letter
Via EDGAR Securities and Exchange Commission Division of Corporation Finance Amendment No. 1 to Registration Statement on Form F-3 Filed June 28, 2013 Comment Letter dated July 31, 2013 File No.333-187400
Dear Mr. Webb:
We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (File No. 333-187400) (the "Registration Statement"). By letter dated September 5, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.
The Company has today filed via EDGAR, Amendment No.2 to the Registration Statement (the "Amended Registration Statement"), which includes certain updates related to the passage of time.
The following numbered paragraph of this letter corresponds to the numbered paragraph of the Comment Letter. For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.
Exhibit 5.1
1.
We note your response to prior comment 1. Please provide us with the legal basis for the proposed revised disclosure in either version of counsel's opinion included in your response letter. In doing so, please refer to the jurisdictional provisions of the federal securities laws and any applicable case law in support of the inclusion of this language. Please also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering. Otherwise, please have counsel remove this language in the last paragraph of the opinion.
As discussed with the Staff, the Company has filed as Exhibit 5.1 the legal opinion of MJM Limited as to Bermuda law.
*********************
If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.
Sincerely,
/s/ Gary J. Wolfe
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
November 1, 2013
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: Max A. Webb
Re:
Nordic American Tankers Limited
Amendment No. 1 to Registration Statement on Form F-3
Filed June 28, 2013
Comment Letter dated July 31, 2013
File No.333-187400
Dear Mr. Webb:
We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (File No. 333-187400) (the "Registration Statement"). By letter dated September 5, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.
The Company has today filed via EDGAR, Amendment No.2 to the Registration Statement (the "Amended Registration Statement"), which includes certain updates related to the passage of time.
The following numbered paragraph of this letter corresponds to the numbered paragraph of the Comment Letter. For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.
Exhibit 5.1
1.
We note your response to prior comment 1. Please provide us with the legal basis for the proposed revised disclosure in either version of counsel's opinion included in your response letter. In doing so, please refer to the jurisdictional provisions of the federal securities laws and any applicable case law in support of the inclusion of this language. Please also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering. Otherwise, please have counsel remove this language in the last paragraph of the opinion.
As discussed with the Staff, the Company has filed as Exhibit 5.1 the legal opinion of MJM Limited as to Bermuda law.
*********************
If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.
Sincerely,
/s/ Gary J. Wolfe
Gary J. Wolfe
cc:
J. Nolan McWilliams
Division of Corporation Finance
Securities and Exchange Commission
Herbjørn Hansson
Chairman and Chief Executive Officer
Nordic American Tankers Limited
NORDIC AMERICAN TANKERS LIMITED
LOM Building, 27 Reid Street
Hamilton HM 11, Bermuda
November 1, 2013
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Max A. Webb
RE:
Nordic American Tankers Limited (the "Company")
Ladies and Gentleman:
The undersigned registrant hereby acknowledges that:
·
should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
·
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the filing; and
·
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Yours faithfully,
NORDIC AMERICAN TANKERS LTD.
By:
/s/ Turid M. Sørensen
Name:
Turid M. Sørensen
Title:
Chief Financial Officer