Form 6-K DHT Holdings, Inc. For: Nov 24

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November 26, 2014 1:39 PM EST

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form�6-K

Report of Foreign Private Issuer

Pursuant to Rule�13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of November 2014

Commission File Number 001-32640

DHT HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Clarendon House

2 Church Street, Hamilton HM 11

Bermuda

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

�

Form�20-F � �� Form�40-F o

�

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

�

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

�

Attached hereto as Exhibit 99.1 is a copy of the Companys unaudited interim condensed consolidated financial statements as of September 30, 2014, and it is incorporated herein by reference.

�

EXHIBIT LIST

Exhibit	�	Description
�	�	�
99.1	�	Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2014

�

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

�	�	DHT Holdings, Inc.�	�
�	�	(Registrant)�	�
�	�	�	�
Date:� November 26, 2014�	By:�	/s/ Eirik Ub�e	�
�	�	Eirik Ub�e	�
�	�	Chief Financial Officer	�
�	�	�	�

�

Exhibit 99.1

�

DHT HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2014

�

DHT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

($ in thousands except per share amounts)

�

ASSETS

�

Note

�

September 30, 2014

�

December 31, 2013

�

Current assets

�

Cash and cash equivalents

�

134,388

�

126,065

�

Accounts receivable and accrued revenues

�

26,474

�

16,951

�

Prepaid expenses

�

2,465

�

230

�

Bunkers, lube oils and consumables

�

19,052

�

2,825

�

Total current assets

�

182,379

�

146,072

�

Non-current assets

�

Vessels and time charter contracts

�

974,420

�

263,142

�

Advances for vessels under construction

�

173,727

�

37,095

�

Other property, plant and equipment

�

492

�

291

�

Investment in associated company

�

2,768

�

Total non-current assets

�

1,151,407

�

300,527

�

Total assets

�

1,333,786

�

446,599

�

LIABILITIES AND STOCKHOLDERS' EQUITY

�

Current liabilities

�

Accounts payable and accrued expenses

�

31,099

�

3,529

�

Derivative financial instruments

�

3,607

�

Current portion long term debt

�

55,250

�

Deferred shipping revenues

�

4,095

�

2,271

�

Total current liabilities

�

94,051

�

5,800

�

Non-current liabilities

�

Long term debt

�

585,421

�

156,046

�

Derivative financial liabilities

�

6,436

�

Total non-current liabilities

�

591,857

�

156,046

�

Total liabilities

�

685,908

�

161,846

�

Stockholders' equity

�

Stock

�

7.8

�

925

�

291

�

Additional paid-in capital

�

7.8

�

873,777

�

492,027

�

Retained earnings/(deficit)

�

(230,509

)

�

(210,682

)

Other reserves

�

3,685

�

3,118

�

Total stockholders equity

�

647,878

�

284,753

�

Total liabilities and stockholders' equity

�

1,333,786

�

446,599

�

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

�

DHT HOLDINGS, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

($ in thousands except per share amounts)

�

Q3 2014

�

Q3 2013

�

9 months 2014

�

9 months 2013

�

Note

�

Jul. 1 - Sept 30, 2014

�

Jul. 1 - Sept. 30, 2013

�

Jan. 1 - Sept. 30, 2014

�

Jan. 1 - Sept. 30, 2013

�

Shipping revenues

�

34,067

�

17,327

�

77,936

�

56,068

�

Operating expenses

�

Voyage expenses

�

(12,253

)

�

(6,149

)

�

(23,764

)

�

(22,252

)

Vessel operating��expenses

�

(10,414

)

�

(5,765

)

�

(28,049

)

�

(18,296

)

Depreciation and amortization

�

(10,716

)

�

(6,430

)

�

(26,046

)

�

(19,754

)

Profit /( loss), sale of vessel

�

(669

)

General and administrative expense

�

(5,569

)

�

(2,209

)

�

(11,094

)

�

(6,496

)

Total operating expenses

�

(38,952

)

�

(20,553

)

�

(88,953

)

�

(67,467

)

�

Operating income

�

(4,885

)

�

(3,226

)

�

(11,017

)

�

(11,399

)

�

Share of profit from associated companies

�

Interest income

�

341

�

117

�

Interest expense

�

(2,278

)

�

(959

)

�

(4,940

)

�

(3,820

)

Other Financial income/(expenses)

�

(11

)

�

(443

)

Profit/(loss) before tax

�

(7,014

)

�

(4,154

)

�

(15,617

)

�

(15,545

)

�

Income tax expense

�

(40

)

�

(38

)

Net income/(loss) after tax

�

(7,054

)

�

(4,104

)

�

(15,588

)

�

(15,583

)

Attributable to the owners of parent

�

(7,054

)

�

(4,104

)

�

(15,588

)

�

(15,583

)

�

Basic net income/(loss) per share

�

(0.10

)

�

(0.26

)

�

(0.23

)

�

(1.01

)

Diluted net income/(loss) per share

�

(0.10

)

�

(0.26

)

�

(0.23

)

�

(1.01

)

�

Weighted average number of shares (basic)

�

73,195,704

�

15,520,230

�

66,622,604

�

15,440,413

�

Weighted average number of shares (diluted)

�

73,195,704

�

15,520,230

�

66,622,604

�

15,440,413

�

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

�

Profit for the period

�

(7,054

)

�

(4,104

)

�

(15,588

)

�

(15,583

)

�

Other comprehensive income:

�

Exchange gain (loss) on translation of foreign currency

�

denominated associate

�

(76

)

�

(76

)

�

Total comprehensive income for the period

�

(7,130

)

�

(4,104

)

�

(15,664

)

�

(15,583

)

�

Attributable to the owners of parent

�

(7,130

)

�

(4,104

)

�

(15,664

)

�

(15,583

)

�

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

�

DHT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

($ in thousands)

�

Q3 2014

�

Q3�2013

�

9 months 2014

�

9 months 2013

�

Note

�

Jul. 1 - Sept. 30, 2014

�

Jul. 1 - Sept. 30, 2013

�

Jan. 1 - Sept. 30, 2014

�

Jan. 1 - Sept. 30, 2014

�

Cash flows from operating activities:

�

Net income / ( loss)

�

(7,054

)

�

(4,104

)

�

(15,588

)

�

(15,583

)

Items included in net income not affecting cash flows:

�

��Depreciation

�

10,498

�

6,473

�

26,046

�

20,421

�

��Amortization

�

605

�

��(Profit) / loss, sale of vessel

�

669

�

��Fair value gain/(loss) on derivative financial instruments

�

(291

)

�

(291

)

�

(772

)

��Translation differences

�

(76

)

�

(76

)

�

��Compensation related to options and restricted stock

�

1,046

�

511

�

570

�

2,648

�

��Share of profit in associated companies

�

(10

)

�

(10

)

�

Changes in operating assets and liabilities:

�

��Accounts receivable and accrued revenues

�

(856

)

�

2,418

�

3,864

�

(168

)

��Prepaid expenses

�

(1,191

)

�

157

�

(2,535

)

�

417

�

��Accounts payable and accrued expenses

�

4,045

�

(370

)

�

8,696

�

(2,753

)

��Deferred income

�

6,894

�

��Prepaid charter hire

�

2,864

�

353

�

1,824

�

1,281

�

��Bunkers, lube oils and consumables

�

(6,400

)

�

2,464

�

(10,041

)

�

2,673

�

Net cash provided by operating activities

�

3,180

�

7,902

�

12,460

�

15,728

�

Cash flows from investing activities:

�

Investment in vessels

�

(44,097

)

�

(671

)

�

(293,138

)

�

(2,112

)

Sale of vessels

�

22,233

�

Investment in subsidiary, net cash

�

(256,332

)

�

(256,332

)

�

Investment in property, plant and equipment

�

(288

)

�

)

�

(299

)

�

Net cash used in investing activities

�

(300,717

)

�

(672

)

�

(549,769

)

�

20,146

�

Cash flows from financing activities

�

Issuance of stock

�

7,8

�

144,857

�

360,594

�

Cash dividends paid

�

(1,389

)

�

(310

)

�

(4,162

)

�

(873

)

Issuance of long term debt

�

47,361

�

Issuance of convertible bonds

�

145,229

�

145,229

�

Repayment of long-term debt

�

(2,996

)

�

(3,996

)

�

(56,300

)

Net cash provided by/(used)��in financing activities

�

285,701

�

(310

)

�

545,026

�

(57,173

)

�

Net increase/(decrease) in cash and cash equivalents

�

(11,835

)

�

6,919

�

8,323

�

(21,299

)

Cash and cash equivalents at beginning of period

�

146,224

�

43,084

�

126,065

�

71,303

�

Cash and cash equivalents at end of period

�

134,388

�

50,003

�

134,388

�

50,003

�

Specification of items included in operating activities:

�

Interest paid

�

1,332

�

859

�

3,536

�

3,028

�

Interest received

�

138

�

122

�

341

�

132

�

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

�

DHT HOLDINGS, INC.

SUMMARY CONSOLIDATED STATEMENT OF CHANGES

IN SHAREHOLDERS EQUITY (UNAUDITED)

($ in thousands except shares)

�

��

�

Common Stock

�

Preferred Stock

�

Paid-in

�

Paid-in

�

Additional

�

Additional

�

Retained

�

Translation

�

Total

�

Note

�

Amount

�

Capital

�

Amount

�

Capital

�

Earnings

�

Differences

�

Reserves

�

Equity

�

Balance at January 1, 2013

�

9,140,877

�

336,955

�

369,362

�

49,204

�

(205,258

)

�

180,997

�

Net income/(loss) after tax

�

(15,583

)

�

(15,583

)

Other comprehensive income

�

Total comprehensive income

�

(15,583

)

�

(15,583

)

Cash dividends declared and paid

�

(873

)

�

(873

)

Issue of stock

�

Exchange of preferred stock

�

6,349,730

�

49,144

�

(369,362

)

�

)

�

(49,204

)

�

Compensation related to options

and restricted stock

�

150,368

�

2,647

�

2,648

�

Balance at September 30, 2013

�

15,640,975

�

$�

156

�

$�

386,099

�

$�

�

$�

�

$�

(221,714

)

�

$�

�

$�

2,647

�

$�

167,189

�

��

�

Common Stock

�

Preferred Stock

�

Paid-in

�

Paid-in

�

Additional

�

Additional

�

Retained

�

Translation

�

Total

�

Note

�

Amount

�

Capital

�

Amount

�

Capital

�

Earnings

�

Differences

�

Reserves

�

Equity

�

Balance at January 1, 2014

�

29,040,975

�

290

�

447,393

�

97,579

�

44,634

�

(210,683

)

�

3,118

�

284,753

�

Net income/(loss) after tax

�

(15,588

)

�

(15,588

)

Other comprehensive income

�

(76

)

�

(76

)

Total comprehensive income

�

(15,588

)

�

(76

)

�

(15,664

)

Cash dividends declared and paid

�

(4,162

)

�

(4,162

)

Issue of stock

�

�53,376,923

�

�534

�

�360,060

�

360,594

�

Exchange of preferred stock

�

9,757,900

�

44,537

�

(97,579

)

�

)

�

(44,634

)

�

Convertible bonds

�

�21,787

�

�21,787

�

Compensation related to options

and restricted stock

�

317,506

�

567

�

570

�

Balance at September 30, 2014

�

92,493,304

�

$�

925

�

$�

873,777

�

$�

�

$�

(230,433

)

�

$�

(76)

�

$�

3,685

�

$�

647,878

�

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

�

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2014

Note 1 General information

DHT Holdings, Inc. (DHT or the Company) is a company incorporated under the laws of the Marshall Islands whose shares are listed on the New York Stock Exchange. The Companys principal executive office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Company is engaged in the ownership and operation of a fleet of crude oil carriers.

The financial statements were approved by the Companys Board of Directors (the Board) on November 6, 2014 and authorized for issue on November 10, 2014.

Note 2 General accounting principles

The condensed consolidated interim financial statements do not include all information and disclosure required in the annual financial statements and should be read in conjunction with DHTs audited consolidated financial statements included in its Annual Report on Form 20-F for 2013. Our interim results are not necessarily indicative of our results for the entire year or for any future periods.

The condensed financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB).

The condensed financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value. The accounting policies that have been followed in these condensed financial statements are the same as presented in the 2013 audited consolidated financial statements.

These interim financial statements have been prepared on a going concern basis.

Changes in accounting policy and disclosure

New and amended standards, and interpretations mandatory for the first time for the financial year beginning January 1, 2014 but not currently relevant to DHT (although they may affect the accounting for future transactions and events). The adoption did not have any effect on the financial statements:

IFRIC 21	Levies
Amendments to IFRS 10, IFRS 12 and IAS 27	Investment Entities
Amendments to IAS 32	Offsetting Financial Assets and Financial Liabilities
Amendments to IAS 36	Recoverable amount Disclosures for Non-Financial Assets
Amendments to IAS 39	Novation of Derivatives and Continuation of Hedge Accounting

Note 3 Segment reporting

Since DHTs business is limited to operating a fleet of crude oil tankers, management has organized the entity as one segment based upon on the service provided. Consequently, the Company has one operating segment as defined in IFRS 8, Operating Segments.

�

Information about major customers:

As of September 30, 2014, the Company had 18 vessels in operation; eight were on fixed rate time charters, two on index based time charters and eight vessels operating in the spot market. For the period from July 1, 2014 to September 30, 2014, five customers represented $5.4 million, $4.7 million, $4.1 million, $3.8 million and $3.1 million, respectively, of the Companys revenues. For the period from July 1, 2013 to September 30, 2013, five customers represented $4.9 million, $2.1 million, $1.8 million, $1.4 million and $1.3 million, respectively, of the Companys revenues.

�

Note 4 Business combinations

Samco Shipholding Pte. Ltd. - Singapore

On September 16, 2014 DHT Holdings Inc. acquired all the outstanding shares of Samco Shipholding Pte. Ltd., a private company incorporated under the laws of the Republic of Singapore, for a an initial estimated purchase price of $317,005,000 in cash, less $5,000,000 that has been deposited in an escrow fund pending final determination of any purchase price adjustment following the closing. DHT used the net proceeds of its recently completed registered direct offering of common stock and concurrent private placement of convertible senior unsecured notes due 2019, plus cash on hand, to fund the acquisition.

Samco owns and operate a fleet of seven very large crude oil tankers with an average age of approximately 4.5 years. Five of the vessels are currently on time charters to oil majors. Included in the transaction was Samcos 50% ownership in Goodwood Ship Management Pte. Ltd., a private ship management company incorporated under the laws of the Republic of Singapore. Goodwood currently manages all of DHTs vessels.

DHTs acquisition of Samco is part of DHTs growth strategy by acquiring vessels or companies with high quality vessels. As a result of the acquisition, DHT now has a fleet of 20 VLCCs (including six VLCCs under construction at Hyundai Heavy Industries), two Suezmaxes and two Aframaxes.

The preliminary purchase price allocation (PPA), which was performed with assistance from third-party valuation experts, has been determined to be provisional. The purchase price allocation is provisional pending the finalization of the purchase price consideration and a final assessment of the identifiable net assets. No goodwill has at this point been identified in the transaction.

The preliminary fair values of the identifiable assets and liabilities of Samco as at the date of the acquisition were:

�

Fair value of the net assets and liabilities acquired (Preliminary purchase price allocation):

�

USD '000	�	Preliminary fair values		�
�	�	as of acquisition date		�
�	�	�		�
Assets	�	�		�
Vessels and time charter contracts	�	�	580,733	�
Joint Venture	�	�	2,764	�
Accounts receivables	�	�	13,387	�
Inventories	�	�	6,186	�
Cash, bank and marketable securities	�	�	60,673	�
Total assets	�	�	663,743	�
�	�	�	�	�
Liabilities and equity	�	�	�	�
Total shareholders' equity	�	�	324,856	�
Long-term liabilities, interest-bearing	�	�	276,268	�
Current liabilities, interest-bearing	�	�	51,587	�
Accounts payable	�	�	11,032	�
Total liabilities and equity	�	�	663,743	�

�

Based on the above preliminary fair values as of September 16, 2014, the purchase price is estimated to $324.9 million pending final determination of any final purchase price adjustment following the closing. The transaction included a total of $60.7 million in cash from Samco.

Net estimated cash outflow on acquisition of subsidiary

Initial consideration paid in cash	�	�	317,005	�
Less: cash an cash equivalent balances aquired	�	�	(60,673	)
Net initial cash outflow as per September 30, 2014	�	�	256,332	�
�	�	�	�	�
Estimated total consideration	�	�	324,856	�
Estimated additional cash consideration	�	�	7,851	�

�

Acquisition-related costs

�

Fees booked against G&A	�	�	2,394	�
Fees booked against Equity offering	�	�	5,853	�
Fees booked against Convertible Bond	�	�	4,057	�
Fees booked against loans (Samco refinancing)	�	�	560	�
Total	�	�	12,864	�

�

Impact of acquisition on the result of the Company

�

For the period from September 17 to September, 30, 2014, Samco has contributed $3.3 million to shipping revenues and a loss of $0.9 million before tax of the Company.

If the business combination had taken place at the beginning of the year, the combined shipping revenues would have been $138.9 million on a proforma basis and the combined result before tax would have been a loss of $20.2 million on a proforma basis. To arrive at the combined proforma result before tax we have made the following proforma adjustments: $8.8 million in interest expense related to the convertible note calculated using an effective interest rate method, $4.1 million related to the amortization of the fair value adjustment of Samcos time charter contracts and $3.5 million in increased depreciation expense related to the fair value adjustments of the Samco vessels including the effect of changing the depreciation period from 25 years to 20 years in order to align the estimated economic life of the Samco vessels with DHT's current policy.

Note 5 Interest bearing debt

As of September 30, 2014, DHT including Samco had interest bearing debt totaling $519.9.��The DHT credit facilities were as follows: $113.3 million priced at Libor+1.75%, $18.4 million priced at Libor+3.00%, $24.8 million priced at Libor+2.75% and $47.0 million priced at Libor + 3.25%. The Samco credit facilities were as follows: $205.2 million priced at Libor + 2.40%, $24.7 million priced at Libor + 0.75%, $44.9 million priced at Libor + 3.20% and $41.7 million priced at Libor + 1.60%. Certain of the Samco credit facilities have been swapped to fixed interest rate as discussed below. Interest is payable quarterly in arrears (except the $44.9 million credit facility which is payable semi-annually in arrears).

With regards to the DHT credit facilities:

�

In February 2014 we entered into a credit facility for up to $50.0 million with DNB, as lender, and DHT Holdings, Inc. as guarantor for the financing of the acquisition of the two vessels, DHT Falcon and DHT Hawk.��Borrowings bear interest at a rate equal to Libor + 3.25% and are repayable in 20 quarterly installments of $1.0 million from May 2014 to February 2019 and a final payment of $29.0 million in February 2019. The credit facility is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:

�

�	�	value adjusted* tangible net worth of $150 million
�	�	value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
�	�	unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Companys vessels (as determined quarterly by an approved broker).

In April 2013 the Companys wholly owned subsidiary, DHT Maritime, Inc., amended its credit agreement with the Royal Bank of Scotland (RBS) whereby the minimum value covenant has been removed in its entirety. Furthermore, the installments scheduled to commence in 2016 have been changed from a fixed $9.1 million per quarter to a variable amount equal to free cash flow in the prior quarter capped at $7.5 million per quarter. Free cash flow is defined as an amount calculated as of the last day of each quarter equal to the positive difference, if any, between: the sum of the earnings of the vessels during the quarter and the sum of ship operating expenses, voyage expenses, estimated capital expenses for the following two quarters, general & administrative expenses, interest expenses and change in working capital. The next scheduled installment would at the earliest take place in Q2 2016. In April 2013 the Company made a prepayment of $25 million and the margin has increased to 1.75%. DHT Maritimes financial obligations under the credit agreement are guaranteed by DHT Holdings, Inc.

In March 2012 we entered into agreements to amend the credit agreements related to DHT Phoenix and DHT Eagle. The agreements were amended whereby, upon satisfaction of certain conditions, including the prepayment of $6.7 million and $6.9 million (equal to all scheduled installments through 2014), respectively, until and including December 31, 2014: (i) the Value-to-Loan Ratio will be lowered from 130% to 120%; and (ii) the margin on the loans will be increased by 0.25% to 3.00% and 2.75%, respectively. These two credit facilities also contain financial covenants related to each of the borrowers as well as DHT on a consolidated basis. DHT covenants that, throughout the term of the credit agreements, DHT on a consolidated basis shall maintain unencumbered cash of at least $20 million, value adjusted tangible net worth of at least $100 million and value adjusted tangible net worth of no less than 25% of the value adjusted total assets.

With regards to the Samco credit facilities:

Credit Agricole - Samco Scandinavia. The facility includes a covenant that the charter-free value of the included vessels should be at least 110% of the value of the outstanding loans when the vessel is on a time charter deemed acceptable by the lender and 120% otherwise. The loan bears interest at Libor plus a margin of 1.6%.� At September 30, 2014, there were 8 quarterly installments of $0.97 million each outstanding and a balloon payment of $ 33.9 million payable in December 2016.

Nordea - Samco Europe. The facility includes a covenant that the charter-free value of the vessel should be at least 110% of the value of the outstanding loans when the vessel is on a time charter deemed acceptable by the lender and 120% otherwise. The loan bears interest at Libor plus a margin of 0.75% which has been swapped to a fixed rate of 5.06% including margin.� At September 30, 2014, there were 2 quarterly installments of $0.8 million each outstanding and a balloon payment of $ 23.1 million payable in May 2015.

�

$325 million syndicate consisting of Nordea, DNB, ING and SEB - Samco Amazon, Samco Redwood, Samco Sundarbans and Samco Taiga.�� The credit facility is divided into one tranche per vessel. The tranches bear interest at Libor plus a margin of 2.40% when all the vessels included in the facility are on time charters acceptable to the lenders and 2.75% otherwise.� The interest has been swapped to fixed rates ranging from 4.83% to 5.70% including margin and for periods from November 2016 to June 2018, depending on tranche. At September 30, 2014, there were 58 quarterly installments of $1.02 million each outstanding and balloon payments due in June 2018 totaling $146 million. The credit facility includes a covenant that the charter-free value of the included vessels shall be at least 125% of the value of the outstanding loans.

ING Bank N.V. - Samco China. The loan bears interest at six-months Libor plus a margin of 3.20%. The facility includes a covenant that the value of the vessel shall be equal to or exceed the value of the loan for the first three years of the facility and 115% thereafter.� At September 30, 2014, there were 14 semi-annual installments of $1.95 million each outstanding and a balloon payment due in November 2021 of $17.6 million. The loan becomes immediately due if the time charter presently attached to Samco China is terminated

In connection with the acquisition of Samco, we entered into supplemental agreements with each of the lenders under the Samco credit facilities described above whereby the lenders provided waiver to the change of control clause related to the sale of the shares in Samco to DHT. The credit facilities were amended, upon satisfaction of certain conditions, including the financial obligations under the credit facilities being guaranteed by DHT Holdings, Inc.. DHT covenants that, throughout the term of each of the credit facilites, DHT, on a consolidated basis, shall maintain:

�

�	�	value adjusted* tangible net worth of $150 million
�	�	value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
�	�	unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Companys vessels (as determined quarterly by an approved broker).

�

With respect to three of the four Samco credit facilities, Samco, on a consolidated basis, is at all times is required to have minimum cash of $45 million. We have entered into a firm commitment totaling $302 million for the re-financing of the Nordea syndicate, Nordea (Samco Europe) and the ING (Samco China) credit facilities as well as the 50% debt financing of the DHT Condor with a margin above Libor of 2.5%. In connection with the refinancing the $45 million minimum cash in Samco will be removed.

As of the date of our most recent compliance certificates submitted for the third quarter of 2014, we remain in compliance with our financial covenants.

�

Scheduled debt repayments including final installments at maturity (USD million)

�

October 1 to

�

Dec. 31, 2014

�

2015

�

2016

�

2017

�

Thereafter

�

Total

�

RBS Credit Facility*

�

113.3

�

113.3

�

DVB - Phoenix

�

2.4

�

15.9

�

18.4

�

DNB - Eagle

�

2.5

�

22.3

�

24.8

�

DNB - Hawk/Falcon

�

1.0

�

4.0

�

4.0

�

4.0

�

34.0

�

47.0

�

Nordea syndicate**

�

4.1

�

16.3

�

16.3

�

16.3

�

152.2

�

205.2

�

Nordea - Samco Europe**

�

0.8

�

23.9

�

24.7

�

ING - Samco China**

�

2.0

�

3.9

�

3.9

�

3.9

�

31.2

�

44.9

�

Credit Agricole - Samco Scandinavia**

�

1.0

�

3.9

�

36.8

�

41.7

�

Convertible Note

�

150.0

�

150.0

�

Total

�

8.9

�

56.9

�

99.2

�

137.5

�

367.4

�

669.9

�

Unamortized upfront fees bank loans

�

(5.6

)

Difference amortized cost/notional amounts convertible note

�

(23.7

)

Total long term debt

�

640.7

�

*Commencing with the second quarter of 2016, subject to a free cash flow calculation, we will be required to pay installments under the RBS credit facility equal to free cash flow (after adjusting for capital expenditures for the next two quarters) for DHT Maritime, Inc. during the preceding quarter, capped at $7.5 million per quarter.

**Samco credit facilities.

The Company has entered into firm commitments for the debt financing of four of its newbuildings ordered at HHI. The financing which will be drawn at delivery of the vessels equals about 50% of the contract prices with an average margin above Libor of 2.5%. The financing commitments are subject to final documentation. The Company intends to raise debt financing for the remaining two newbuildings in due course.

Note 6 Vessels

The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not be fully recoverable. With regards to the Samco vessels which were acquired on September 16, 2014, there were no impairment indicators as of September 30, 2014.��With regards to the Companys other vessels we have performed an impairment test using the value in use method as of September 30, 2014.

�

In assessing value in use, the estimated future cash flows are discounted to their present value. In developing estimates of future cash flows, we must make significant assumptions about future charter rates, future use of vessels, ship operating expenses, drydocking expenditures, utilization rate, fixed commercial and technical management fees, residual value of vessels, the estimated remaining useful lives of the vessels and the discount rate. These assumptions are based on current market conditions, historical trends as well as future expectations. Estimated outflows for ship operating expenses and drydocking expenditures are based on a combination of historical and budgeted costs and are adjusted for assumed inflation. Utilization, including estimated off-hire time, is based on historical experience. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subjective. The impairment test did not result in a non-cash impairment charge in the third quarter of 2014. The impairment test has been performed using an estimated weighted average cost of capital of 8.86%.

�

Cost of Vessels	�	�		�	Depreciation and impairment*				�
At January 1, 2013	�	$	613,558	�	At January 1, 2013	�	$	303,535	�
Additions	�	�	2,120	�	Depreciation expense	�	�	26,091	�
Disposals	�	�	(49,866	)	Disposals	�	�	(26,956	)
At December 31, 2013	�	$	565,812	�	At December 31, 2013	�	$	302,670	�
Additions**	�	�	726,541	�	Depreciation expense	�	�	25,735	�
Disposals	�	�	�	�	Disposals	�	�	0	�
Time charter contracts	�	�	10,472	�	At September 30, 2014	�	$	328,405	�
At September 30, 2014	�	$	1,302,825	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�
Carrying Amount	�	�	�	�	�	�	�	�	�
At December 31, 2013	�	$	263,142	�	�	�	�	�	�
At September 30, 2014	�	$	974,420	�	�	�	�	�	�

*Accumulated numbers

**Relates to the acquisition of DHT Hawk, DHT Falcon and DHT Condor, drydockings and the acquisition of Samco.

�

Vessels under construction

We have entered into agreements with HHI for the construction of six VLCCs with average contract price of $95.5 million including $2.3 million in additions and upgrades to the standard specification.�We have paid the first two pre-delivery installments of 20% and 10% respectively, for all six newbuildings totaling $171.0 million.

�

Cost of vessels under construction				�
At January 1, 2013	�	$	0	�
Additions	�	�	37,095	�
Disposals	�	�	0	�
At December 31, 2013	�	$	37,095	�
Additions	�	�	136,632	�
Disposals	�	�	0	�
At September 30, 2014	�	$	173,727	�
�	�	�	�	�
Carrying Amount	�	�	�	�
At December 31, 2013	�	$	37,095	�
At September 30, 2014	�	$	173,727	�

The following table is a timeline of future expected payments and dates relating to vessels under construction as of September 30, 2014*:

�

Vessels under construction (USD million)	�	Sept. 30, 2014		�	�	Dec. 31, 2013		�
Not later than one year	�	�	38,9	�	�	�	18,5	�
Later than one year and not later than three years	�	�	363,2	�	�	�	129,8	�
Later than three years and not later than five years	�	�	0	�	�	�	0	�
Total	�	�	402,1	�	�	�	148,3	�

*These are estimates only and are subject to change as construction progresses.

�

Note 7 Equity and Convertible Bond Offerings

Private Placement

On November 24, 2013, we entered into a Stock Purchase Agreement��pursuant to which we agreed to sell approximately $110 million of our equity to institutional investors in a Private Placement (the Private Placement). The equity included 13,400,000 shares of our common stock and 97,579 shares of a new series of our preferred stock, the Series B Participating Preferred Stock. The closing of the Private Placement occurred on November 29, 2013, and the Private Placement generated net proceeds to us of approximately $106.7 million (after placement agent expenses, but before other transaction expenses).

We called a special meeting of our shareholders of record as of December 13, 2013 to consider an amendment to our amended and restated articles of incorporation to increase the authorized number of shares of our common stock to 150,000,000 shares and to increase the authorized number of shares of our capital stock to 151,000,000. The special meeting took place on January 20, 2014 and our stockholders voted in favor of the amendment to our amended and restated articles of incorporation, and such amendment was filed with the Republic of Marshall Islands on January 20, 2014.��As a result of such stockholder approval and the filing of such amendment, each share of our Series B Participating Preferred Stock was mandatorily converted into 100 shares of our common stock at a 1:100 ratio on February 4, 2014.

Registered Direct Offerings

On February 5, 2014 we completed a registered direct offering of 30,300,000 shares generating net proceeds of approximately $215.9 million.

On September 16, 2014 we completed a registered direct offering of 23,076,924 shares generating net proceeds of approximately $145.5 million after the payment of placement agent fees.

Convertible Senior Note Offering

On September 16, 2014 we completed a private placement of $150 million aggregate principal amount of convertible senior notes due 2019 (the "Notes"). DHT will pay interest at a fixed rate of 4.5% per annum, payable semiannually in arrears. The Notes will be convertible into common stock of DHT at any time after placement until one business day prior to their maturity. The initial conversion price will be $8.125 per share of common stock (equivalent to 18,461,538 shares of common stock), and are subject to customary anti-dilution adjustments. Net proceeds to DHT were approximately $145.5 million after the payment of placement agent fees. The value of the conversion right has been estimated to $21.8 million and has been classified as equity.

Note 8 Stockholders equity and dividend payment

�	�	Common stock		�	�	Preferred stock		�
Issued at September 30, 2014	�	�	92,510,086	�	�	�	-	�
Par value	�	$	0.01	�	�	$	0.01	�
Numbers of shares authorized for issue	�	�	�	�	�	�	�	�
at September 30, 2014	�	�	150,000,000	�	�	�	1,000,000	�

Common stock:

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.

�

Preferred stock:

Terms and rights of preferred shares will be established by the board when or if such shares would be issued.

Series B

Under the terms of the Private Placement that closed in November 2013, 97,579 shares of Series B Participating Preferred Stock, par value $0.01 per share, were designated and issued by the Company.

The Series B Participating Preferred Stock participated with the common stock in all dividend payments and distributions in respect of the common stock (other than dividends and distributions of common stock or subdivisions of the outstanding common stock) pro rata, based on each share of the Series B Participating Preferred Stock equaling 100 shares of common stock. �In addition, one share of issued and outstanding Series B Participating Preferred Stock equaled 100 shares of common stock for purposes of voting rights. �

On February 4, 2014, all issued and outstanding shares of our Series B Participating Preferred Stock were mandatorily exchanged into shares of common stock at a 1:100 ratio after which the Company has no preferred shares outstanding.

�

Dividend payment as of September 30, 2014:

Payment date:	�	Total payment	�	Per common share		�
September 17, 2014	�	$ 1.4 million	�	$	0.02	�
May 22, 2014	�	$ 1.4 million	�	$	0.02	�
February 13, 2014	�	$ 1.4 million	�	$	0.02	�
Total payment as of September 30, 2014:	�	$ 4.2 million	�	$	0.06	�

�

Dividend payment as of December 31, 2013:

�

Payment date:	�	Total payment	�	Per common share		�
November 21, 2013	�	$ 0.3 million��	�	$	0.02	�
August�23, 2013	�	$ 0.3 million��	�	$	0.02	�
May 23, 2013�	�	$ 0.3 million*�	�	$	0.02	�
February 19, 2013	�	$ 0.3 million**	�	$	0.02	�
Total payment as of December 31, 2013:	�	$ 1.2 million�	�	$	0.08	�

*Total payment on May 23, 2013 includes $0.25 per Series A Participating Preferred Stock.

**Total payment on February 19, 2013 includes $0.28 per Series A Participating Preferred Stock.

Note 9 Accounts receivable and accrued revenues

Accounts receivable and accrued expenses totaling $26.5 million as of September 30, 2014 consists mainly of earned freight not received ($22.1 million) and accounts receivable ($4.4 million) with no material amounts overdue.

�

Note 10 - Financial risk management, objectives and policies

Note 9 in the 2013 annual report on Form 20-F provides for details of financial risk management objectives and policies.

The Companys principal financial liability consists of long-term debt with the main purpose being to partly finance the Companys assets and operations. The Companys financial assets mainly comprise cash. The Company is exposed to market risk, credit risk and liquidity risk. The Companys senior management oversees the management of these risks.

Note 11 Subsequent Events

Dividend

On November 6, 2014 the Board approved a dividend of $0.02 per common share related to the third quarter 2014 to be paid on November 26, 2014 for shareholders of record as of November 20, 2014.

�

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Form 6-K DHT Holdings, Inc. For: Nov 24

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