Ridgebury Crude Tankers LLC USD 210m Senior Secured Bond Issue - - PowerPoint PPT Presentation

Ridgebury Crude Tankers LLC

USD 210m Senior Secured Bond Issue Investor Presentation

6 March 2014

Sole Manager

NOT FOR REPRODUCTION OR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN MAY BE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. THIS DOCUMENT MAY NOT BE DISTRIBUTED IN, OR TO ANY PERSON RESIDENT IN THE U.S., CANADA, AUSTRALIA OR JAPAN OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION. THE DOCUMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT IN ITSELF CONSTITUTE AN OFFER OR A SOLICITATION OF ANY OFFER TO SELL OR BUY ANY SECURITIES DESCRIBED HEREIN.

This Presentation and its appendices (hereinafter collectively referred to as the “Presentation”) has been produced by RT Holdings LLC (the “Company”, or “RT Holdings”) with assistance from DNB Markets (“DNB”) solely for use at the presentation to investors held in connection with the Offering of bonds by the Company. This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Presentation has not been reviewed by or registered with any public authority or stock exchange. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import. This Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading. Only the Issuer and Manager are entitled to provide information in respect of matters described in this Presentation. Information obtained from other sources is not relevant to the content of this presentation and should not be relied upon. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or DNB or any of their parent or subsidiary undertakings or any such person’s officers

• r employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this

Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to

• ur actual results.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY’S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION. The manager has not independently verified any of the information contained herein through due diligence procedures or other investigations. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or DNB or any of their parent or subsidiary undertakings or any such person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business. This Presentation is confidential and is being communicated in the United Kingdom to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Investor understands that the Offering may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons"). This presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this presentation or any of its contents. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with investment professionals. This Presentation (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding an investment professional’s advisers) without the prior written consent of DNB or the Company. IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE BONDS HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF BONDS WILL ONLY BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, ONLY TO QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY PURCHASER OF BONDS IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT LIMITATION THAT THE PURCHASER IS A QIB. This Presentation speaks as of 6 March 2014. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo city court (Nw: Oslo tingrett) as exclusive venue.

Disclaimer

2

Summary of risk factors

3

SUMMARY OF RISK FACTORS

• Investing in the Bonds involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out below before making an investment
• decision. This section gives a summary of some of the relevant risks that the Issuer and a prospective investor is facing and is not intended to be exhaustive. The Issuer may be

subject to unexpected risk, incidents and occurrences which is currently unknown. Please refer to the Risk factors section in this Investor Presentation and to chapter 3 of the Offering Memorandum before making an investment decision. General

• Certain information in this Investor Presentation and in the Offering Memorandum is derived from third parties and may be based on projections of future performance that

may not prove accurate, and certain information is based on estimates by the Issuer Risks related to the market in which the Issuer operates.

• The Issuer operates in a highly competitive international market for large crude oil tankers (Suezmaxes). Fluctuations may affect the Issuer's utilization of its Vessels, the

Issuer's earnings, and the success of the Pool which directly affects the Issuer's profitability. Negative developments in the crude oil tanker industry could have an adverse impact on the financial condition of the Issuer. The cyclical and seasonal fluctuated nature of the industry may adversely affects the value of the Security Vessels

• The Issuer is subject to substantial operational and maintenance costs for the Security Vessels, which may at times be unpredictable. Fuel prices are historically high and

further increases will affect the Issuer's profits. The Issuer is exposed to risk associated with hidden defects and second hand vessels which may affect the value of the Security Vessels and their ability to trade. The issuer is also exposed to risks such as fires, explosions, collisions, oil spill and other operating risk for ocean going vessels.

• The Issuer is exposed to risks associated with the employment of the Security Vessels in pool arrangements, including the risk of poor performance by other vessels in the pool

which in turn may have an adverse effect on the earnings ultimately payable to the respective Vessel Owner and also risk associated with competition law regulations and restrictions regarding pool cooperation. Investors should note that the Security Vessels may be removed from the Pool (voluntary or involuntary) and this may also adversely affect the Issuer's business.

• The Issuer utilizes third party managers to provide technical management services for the Security Vessels, and the Issuer's business will be harmed if Ridgebury Management

is unable to adequately supervise the third party managers' performance. If the Issuer fails to to attract and retain key personnel, such failure may also adversely affect the

• verall condition of the Issuer. Note also that the financial condition and operational state of the Issuer may be affected by the business of the Parent's subsidiary Ridgebury

Tankers

• International marine operations expose ship-owners to different forms of challenges, including i.e. evolving regulatory law and exchange rate fluctuations. Piracy, hostilities,

war and other crisis may adversely affect the condition of the Issuer's business. The Issuer's insurance may be insufficient to cover losses that may occur to Security Vessels, result from their operations or result from any of the risk as set out herein. Risks related to the Issuers financial situation and liquidity

• Increase in operating costs, changes in tax policies and other changes could adversely affect the Issuer's cash flows and financial condition. The Issuer's revenues could be

insufficient to cover the Issuer's operating costs and debt service.

Summary of risk factors (cont’d)

4

• The Issuer's ability to obtain additional equity or bank financing could be adversely affected by inter alia the performance and future value of the Security Vessels and the

Issuer's pool participation. The Issuer may be unable to redeem the Bonds on the Final Maturity Date and no assurance can be given that it will be able to obtain necessary

• refinancing. The ability of the Parent and MidCo to pay any claim under the Parent Guarantee or the MidCo Guarantee as applicable is uncertain and subject to inter alia the
• ther operations in the Parent Group

Risks related to the Bonds

• Legal investment law and regulations may restrict investments in the Bonds. There is a risk that the Issuer is not able to obtain all of the Conditions Precedent in time, which

may lead to a mandatory prepayment of the Bond Issue. The price of the Bonds is subject to risks of interest rate and currency fluctuation. The trading price of the Bonds may be substantially volatile and the Bondholders may be subject to restrictions on the transfer of the Bonds. There may be no public market for the Bonds.

• The Issuer will have substantial indebtedness which could have negative consequences for the bondholders and the Issuer’s ability to service its indebtedness depends on

many factors beyond its control. The terms and conditions of the Bond Agreement will impose significant operating and financial restrictions, on the Issuer

• The terms and conditions of the Bond Agreement will allow for modification of the Bonds or security, waivers or authorizations of breaches and substitution of the Issuer

which, may be effectuated without the consent of Bondholders. The Bonds may be subject to optional redemption by the Issuer, which may adversely affect the Issuer's earnings and the value of the Bonds, and in such circumstances an investor may not be able to reinvest the redemption proceeds at an equivalent rate of interest

• The value of the collateral securing the Bonds may not be sufficient to satisfy the Issuer’s obligations under the Bonds. If e.g. the Issuer ceases operating the Security Vessels in

the Pool (either voluntarily or involuntarily), this may adversely affect the value of collateral securing the Bonds. Maritime liens may arise and take priority over the liens securing the Bonds. There is a risk that security and perfection over certain collateral will not be in place by the issue date of the Bonds and failures or inadequacies in perfecting security may arise and following a default, the Trustee may not be able to realize the security

• Mandatory prepayment events may lead to a prepayment of the Bonds in circumstances where an investor may not be able to reinvest the prepayment proceeds at an

equivalent rate of interest. The Issuer may not have sufficient funds to make the required redemption of Bonds upon a Change of Control Event. The Issuer may have to rely on payments from the Parent to redeem the Bonds and the Parent may not be able to make payments to the Issuer in some circumstances

• Enforcement of rights as a Bondholder across multiple jurisdictions may prove difficult. Furthermore, in the event any Bondholder’s rights as a Bondholder have been

infringed, it may be difficult to enforce judgments against the Issuer or its respective directors or management. Bankruptcy and insolvency proceedings may prove difficult depending on which jurisdiction proceedings are opened in, and the Issuer's liabilities in respect of the Bonds may rank junior to certain of the Issuer's debts. Insolvency proceedings is likely to include the laws of the Marshall Islands and the United States, and the insolvency proceedings may be complex, time consuming and result in substantial reduction in payments to holders of the Bonds

• Each potential investor in the Bonds must determine the suitability of an investment in the Bonds in light of its own circumstances and no assurance can be given as to the

impact of any possible judicial decision or change of laws and practices after the date of this Investor Presentation and the Offering Memorandum

5

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

6

Investment highlights

• Fleet of 13 high quality modern vessels – 6 Medium Range (“MR”) product tanker vessels and 7 Suezmax crude oil

tankers with an average age of 5.4 and 6.4 years respectively

• All vessels built at top Korean and Japanese yards and acquired on a secondhand basis at favorable prices resulting in

low break-even rates

• Vessels employed with leading pool operators to achieve premium earnings at low costs

Modern, high quality fleet

• Expected zero to negative net fleet growth for the Suezmax sector for next 2-3 years
• Strong Suezmax ton-mile demand growth based on increasing demand from Asia and new trade routes developing
• Secondhand values typically lag newbuild values by 6 months. 5y old Suezmax discount to newbuild currently at

historical high levels (26.6% against 10y average of 8.9%)

• Tightness in market drove recent rate spike

Supportive market fundamentals

• The Group was founded in 2013 with USD 200m of equity commitment from Riverstone Holdings LLC, a USD 27bn

private equity fund. Additional USD 50m of equity commitment is being formalized

• Strong management team with long and successful track record within the shipping sector
• Management team has personally invested USD 6m and is fully aligned with all stakeholders (banks, bonds, equity) to

seek strong returns in a balanced manner

• Transparent, simplified management structure with low SG&A costs to ensure the company achieves maximum

profitability with no leakage of costs (ie, no affiliated transactions, etc)

Exceptional sponsor and management

• Cross collateralized 1st priority mortgages on 7 modern Suezmax vessels with an average age of 6.4 years
• Initial LTV of 69% and net LTV of 66%
• Estimated net LTV at maturity of 30% based on vessel values reverting to historical 10y average values
• Parent guarantee provides additional support through well capitalized MR fleet (net LTV of 47%)

Strong security package

7

Bond offering – Summary of main terms

Please see Term Sheet and Offering Memorandum for further details

Issuer: Ridgebury Crude Tankers LLC (Marshall Islands) Parent: RT Holdings, LLC (Marshall Islands) Midco: Ridgebury Holdings LLC (Marshall Islands) Vessel Owners: Vessel owning SPVs Guarantors: Parent, Midco and Vessel Owners Principal Amount: USD 210 million Purpose of the Bond Issue: (i) fund the Reserve Account by minimum USD 10m and (ii) fund the acquisition of the Security Vessels Status: 1st lien senior secured bonds Coupon: [8.0] % p.a., semi-annual interest payments Issue price: 100% of par value Settlement Date Expected to be 20 March 2014 First Interest Payment Date: 20 September 2014, 6 months after the Settlement Date Final Maturity Date: 20 March 2017, 3 years after the Settlement Date Call Options: NC-1.5, year 1.5-2 @ 104, year 2-2.5 @ 102 2/3, year 2.5-3 @ 101 1/3 Listing of Bonds: Nordic ABM Trustee: Norsk Tillitsmann ASA Security: Standard 1st lien security, incl. inter alia mortgage over the Security Vessels, share pledges in Vessel Owners, account pledges, assignment of earnings, pool agreements, employment contracts, management agreements and insurances Security Vessels: 7 Suezmax crude tanker vessels Minimum Asset Cover Ratio: Issuer to maintain, on a consolidated basis, an Asset Cover Ratio of minimum 125%. Minimum Value Adjusted Equity Ratio of Parent: Parent to maintain, on a consolidated basis, a Value Adjusted Equity Ratio of minimum 25% Use of Excess Cash: Excess Cash may be used for:

• i. Redemption of up to USD 10m of bonds during each 12

month period at 100% of par value ii.acquisition of Additional Vessels, provided that the Asset Cover Ratio immediately after such acquisition is above 165% Excess Cash: Cash standing on the Reserve Account above USD 12.5 million Account Structure: Earnings Account, Retention Account, Operating Account, General Expenses Account and Reserve Account Change of Control: Put @101% if (i) Parent’s ownership in Midco <100%, (ii) Midco’s ownership in the Issuer <100%, or (iii) Riverstone’s ownership in Parent <50% pre IPO, <34% post IPO Other Items (Issuer):

• i. Amount standing on the Reserve Account to be

minimum USD 7.5 million at all times ii.Standard terms and conditions, including dividend restrictions and financial indebtedness restrictions iii.Any Additional Vessels to be included as security for the bonds Manager: DNB Markets

8

Transaction and security structure

1Rio Genoa to be renamed Nicholas A, Elisewin to be renamed Ridgebury Astari and Prisco Mizar to be renamed Ridgebury Captain Drogin, Ice Explorer to be

renamed Ridgebury Lindy B and Ice Traveller to be renamed Ridgebury Mary Selena

2To be delivered

Note: MR = Medium range product tankers, Suez = Suezmax size crude tankers and MI = Marshall Islands

RT Holdings, LLC

(Marshall Islands) (Parent)

Management team Riverstone Global Energy and Power Fund V (Cayman), L.P.

Ridgebury Tankers LLC

(Marshall Islands) Ridgebury Delta LLC

(MI)

Ridgebury Foxtrot LLC

(MI)

Ridgebury Golf LLC

(MI)

Ridgebury Charlie LLC

(MI)

Ridgebury Echo LLC

(MI)

Ridgebury Bravo LLC

(MI) Ridgebury Alexandra Z (MR 2009) Ridgebury Cindy A (MR 2009) Ridgebury Rosemary E (MR 2009) Ridgebury Katherine Z (MR 2009) Ridgebury John B (MR 2007) Ridgebury MR TBN2 (MR 2007)

100%

97.1% (USD 200m) 2.9% (USD 6m) Management agreement

1st lien bond

Parent Guarantee Vessel Owner Guarantees Ridgebury Alpha LLC

(MI)

Ridgebury Romeo LLC

(MI)

Ridgebury Whiskey LLC

(MI)

Ridgebury Sierra LLC

(MI)

Ridgebury Tango LLC

(MI) Ridgebury Lessley B (Suez 2013) Rio Genoa1,2 (Suez 2007) Ridgebury John Zipser (Suez 2009) Elisewin1,2 (Suez 2002) Prisco Mizar1,2 (Suez 2007)

Ridgebury Management LLC

(Delaware) Operational / Management Entity

Ridgebury Crude Tankers LLC

(Marshall Islands) (Issuer)

100%

Blue Fin Tankers Inc. Pool (Commercial management) 3rd party managers, primarily Bernhard Schulte Shipmanagement (Technical management) Norient Product Pool (Commercial management) 3rd party managers, primarily Interorient Marine Services (Technical management) All subsidiaries and vessels are 100% owned

Ridgebury Holdings LLC

(Marshall Islands) (MidCo) MidCo Guarantee Ridgebury Uniform LLC

(MI) Ice Explorer1,2 (Suez 2006)

Ridgebury Victor LLC

(MI) Ice Traveller1,2 (Suez 2007)

Transaction overview

• RT Holdings LLC is incorporated in Marshall Islands

and the current owner of 6 MR product tankers (5 delivered and 1 to be delivered Jul-Nov 2014) and 7 Suezmax crude oil tankers (2 delivered and 5 to be delivered in April and May 2014)

• The proposed USD210m 1st Lien Bond is to finance

the 7 Suezmax crude tankers (6.4 yr average age)

– Ridgebury Lessley B (delivered) currently financed by bank debt to be repaid by bond proceeds – Ridgebury John Zipser (delivered), debt free – Rio Genoa to be delivered April 2014 for USD 32.2m – Elisewin to be delivered April 2014 for USD 21.8m – Prisco Mizar to be delivered in April 2014 for USD 40.0m – Ice Explorer to be delivered May 2014 for USD 41.2m – Ice Traveller to be delivered May 2014 for USD 44.2m

• Fair market value of the 7 Suezmax crude tankers

equals $302.3 million. Shareholders’ equity represents market value

• All 7 Suezmax vessels to be employed in the Heidmar

Blue Fin Suezmax pool

• Technical management agreements with high quality,

3rd party managers, primarily Bernhard Schulte Shipmanagement

Transaction overview Issuer capitalization (post transaction)

9 Uses Fund Ice Explorer delivery USDm 41.2 Fund Ice Traveller delivery “ 44.2 Fund Prisco Mizar delivery “ 40.0 Fund Elisewin delivery “ 21.8 Fund Rio Genoa delivery “ 32.2 Working Capital related to 5 Suezmaxes to be delivered “ 7.5 Repay Lessley B Bank Facility incl. fee “ 25.6 Fund bond Reserve Account “ 10.0 Transaction fees and expenses “ 5.0 Total “ 227.5 Sources 1st Lien Bond USDm 210.0 Cash equity contribution “ 17.5 Total “ 227.5 Capitalization1 1st Lien Bond USDm 210.0 Bond Reserve Account “ 10.0 Working Capital “ 10.5 Net debt “ 189.5 Shareholders’ Equity “ 112.8 Total Capitalization “ 302.3

Sources and Uses

10

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

11

Ridgebury Tankers strategy

• Buy high quality ships at historically low prices

– Crude: Deep value play with strong upside – Product: Secular growth, lower volatility

• Operate efficiently in well established commercial pools
• Grow fleet through accretive acquisitions of secondhand tonnage
• Intention to list the company on a leading stock exchange

Strategy

• Adept buyer of quality modern tonnage

– Highly analytic yet opportunistic – Not afraid to be contrarian

• Low overhead operation, free from conflicts of interest
• Efficient vessel finance and employment
• Management aligned with all stakeholders

Philosophy

April 2013 Ridgebury Tankers established by Riverstone and management

• RT Holdings and Ridgebury Tankers were

established by management and Riverstone Holdings LLC, a New York based private equity firm

• Riverstone initially committed USD 200m of

equity to RT Holdings and an additional USD 50m being formalized

• Riverstone controls 97.1% of the Company,

with the remaining controlled by management

• Since inception in April 2013 the company

has acquired 6 MR product tankers (5 delivered and 1 expected in Jul – Nov 2014) and 7 Suezmax tankers (2 delivered and 5 expected in April and May 2014)

• MRs employed in the Norient Product Pool

and Suezmax vessels employed in the Blue Fin Pool

• Technical management agreements with 3rd

party managers, primarily Bernhard Schulte Management for Suezmaxes and Interorient Marine Services for MRs – Standard BIMCO Shipman agreements

RT Holdings at a glance Key events

Ridgebury Tankers history

Note: acquires refers to entering a binding agreement to purchase

12 August 2013 Acquires four 2009 built MRs from Yasa Shipping (built at SPP, Korea) and two 2007 built MRs from MI-DAS LINE S.A. (built at Shin Kurushima, Japan) August 2013 Acquires Suezmax vessel Lessley B (built at Samsung) December 2013 Acquires Suezmax vessels John Zipser (built at Hyundai Samho) and Rio Genoa (Built Universal) February 2014 Acquires Suezmax vessel Elisewin (Built Universal) March 2014 Acquires Suezmax vessels Prisco Mizar (built at HHI) and Ice Explorer and Ice Traveller (Built Universal)

Backed by Riverstone Holdings LLC

• Energy and power-focused private investment

firm founded in 2000

• Offices in New York, London and Houston
• Conducts buyout and growth capital investments

in the exploration & production, midstream,

• ilfield services, power and renewable sectors of

the energy industry

• Has committed approximately USD 27 billion to

105 investments in North America, Latin America, Europe, Africa and Asia

• Funding RT Holdings growth with an initial USD

200m equity commitment and an additional USD 50m being formalized

• Shared goal to build a leading crude tanker and

clean product company

Riverstone at a glance Sector investments focus

13

Exploration & Production Midstream Energy Services Power & Coal

18 investments 6 investments 37 investments 18 investments

Wind Solar Biomass Biodiesel

18 investments

Conventional Energy Renewable Energy

14

Experienced management team

• Over 30 year career as investor, manager, financier and
• wner

− Chembulk Tankers - CEO − Great Circle Capital - Partner & Managing Director − GE Capital - Managing Director, Marine Finance − Ship’s Officer (tankers) − Columbia University MBA, US Merchant Marine Academy

Robert P. Burke – Chief Executive Officer

• Over 20 year career in maritime, energy and

infrastructure investment − Safe Water Network - SVP Operations − Great Circle Capital - Partner & Managing Director − Stanton Capital - Partner & Managing Director − Investcorp International – Associate; Lehman Brothers - Analyst − Amherst College

Hew Crooks – Chief Financial Officer

• Over 20 year career in shipping operations and finance

− GE Capital - Risk Manager/Director Marine Origination − 10 years operations / marketing with liner companies − US Merchant Marine Academy

Steven Fitzgerald – Head of Operations

• Over 30 years of fleet management and engineering

− Crowley, Teekay, OMI, Heidmar − 15+ years onboard experience − 15+ years onshore supervisory experience − State Maritime Academy (Odessa)

Andre Zibrov – Vice President Engineering

Senior management with extensive experience in operations, chartering, finance and business development

15

Modern, high quality fleet from top yards

1Rio Genoa to be renamed Ridgebury Nicholas A, Elisewin to be renamed Ridgebury Astari, Prisco Mizar to be renamed Ridgebury Captain Drogin, Ice Explorer to be renamed

Ridgebury Mary Selena and Ice Traveller to be renamed Ridgebury Lindy B

2To be employed in the Blue Fin pool when TC expires November 2014 3To be employed in Norient Product Pool when TC expires between April and June 2014 4Based on shipbroker valuations

Vessel Type Year Built DWT Flag Country Built Shipyard FMV (USDm)4 Status Employment Ridgebury Lessley B Suezmax 2013 158,500 M.I. Korea Samsung 62.3 Delivered Blue Fin Ridgebury John Zipser Suezmax 2009 164,772 M.I. Korea Hyundai Samho 47.8 Delivered Blue Fin Rio Genoa1 Suezmax 2007 159,395 Liberia (to be MI) Japan Universal (JMU) 41.8 To be delivered Mar 2014 TC2 Elisewin1 Suezmax 2002 149,990 Liberia (to be MI) Japan Universal (JMU) 25.8 To be delivered Apr 2014 to be employed in Blue Fin Prisco Mizar1 Suezmax 2007 166,500 Cyprus (to be MI) Korea HHI 39.8 To be delivered Apr 2014 to be employed in Blue Fin Ice Explorer1 Suezmax 2006 146,500 Liberia (to be MI) Japan Universal (JMU) 41.0 To be delivered May 2014 to be employed in Blue Fin Ice Traveller1 Suezmax 2007 146,500 Liberia (to be MI) Japan Universal (JMU) 44.0 To be delivered May 2014 to be employed in Blue Fin Ridgebury Alexandra Z MR 2009 50,251 M.I. Korea SPP 29.5 Delivered TC3 Ridgebury Cindy A MR 2009 50,162 M.I. Korea SPP 29.5 Delivered TC3 Ridgebury Rosemary E MR 2009 50,261 M.I. Korea SPP 29.5 Delivered TC3 Ridgebury Katherine Z MR 2009 50,216 M.I. Korea SPP 29.5 Delivered TC3 Ridgebury John B MR 2007 45,975 M.I. Japan Shin Kurushima 22.3 Delivered Norient Ridgebury TBN (ex. Challenge Paradise) MR 2007 45,980 Panama (to be MI) Japan Shin Kurushima 22.3 To be delivered Sep 2014 to be employed in Norient

Security vessels

16

Vessels commercially managed in leading pools

1Norden is a listed Danish shipping company focusing on product tankers and dry bulk carriers. Interorient is a Cyprus based ship owner / shipmanagement company

established in 1979, active in product tankers, containerships and bulk carriers

MR Product Fleet

• Norient Product Pool
• JV between Norden and Interorient Navigation1
• More than 81 MR and Handysize vessels
• Owner mentality: Low cost structure and efficient working

capital

• Best performing MR pool past 5 years
• Participants: 7

Suezmax Crude Fleet

• Heidmar Blue Fin Pool established 2007
• 19 modern Suezmax vessels
• Heidmar manages more than 95 tankers through their pools
• Global coverage with transparent operation and systems
• Consistently outperforms benchmarks
• Participants: 8

Item Terms Pool manager Heidmar Lock in period 12 months Exit notice 30 days Key terms Industry standard / Shell Time 4 Management fee USD 387 per day per vessel 1.25% of gross income Working capital USD 1.25 million per vessel Cash distribution Monthly Item Terms Pool manager Norient Lock in period None Exit notice 3 months Key terms Industry standard / Shell Time 4 Management fee 2.5% of gross income Working capital USD 100,000 cash plus 500 tons Fuel Oil plus 50 tons Diesel Oil Cash distribution 3 times per month

All pool revenue received net of pool management fees Pools offer owners efficiency advantages of a large scale operation, geographically diversified exposure to freight markets, and reduced working capital requirements

Rationale for investing in Suezmaxes and MRs

• Workhorse of ocean crude oil transportation
• Ton-mile demand for Suezmaxes has grown faster

than for other crude tankers sizes since 2000, and Ridgebury expects this trend to continue

• Favourable supply fundamentals, with zero to

negative net fleet growth for the next two to three years

• Compared to VLCCs, Suezmaxes have significantly

more trading routes, charterers and cargo types and, therefore, fewer ballast voyages

• Suezmaxes are able to carry larger parcel sizes

and offer better economies of scale than Aframaxes, yet are able to compete on nearly all

• f the same trade routes as Aframaxes
• Due to these factors, the charter hire earned

from Suezmaxes typically reflects changes in the demand for and cost of transportation of crude

• il without the attendant volatility of VLCCs

Rationale for Suezmaxes

• Initial core product acquisitions focus on MR

sector

• MR to benefit from

– Shifts in geographical refining patterns: Larger and more efficient refineries are being built in geographic locations that are generally longer distances from the principal areas of refined product consumption. As a result, more vessels are required to transport refined products over greater distances – Shortage of refinery capacity in South America and developing Africa – Increasing mismatch between refinery outputs and local demand for various grades of refined products leads to increased triangulation opportunities – Arbitrage trade flows from volatile oil prices – Growing trade in vegetable oils

Rationale for MRs

17

Pool performance

Blue Fin Pool (Suezmaxes) Norient Product Pool (Product Tankers)

Source: Clarksons, Heidmar, Company

1Suezmax break-even based on avg. opex of 7,043 USD/day, SG&A of 1,100 USD/day and interest expenses of 6,575 USD/day (8% of bond principal) 2MR break-even based on avg. opex of 6,100 USD/day, SG&A of 750 USD/day and interest expenses and debt installments of 5,590 USD/day 3Net of 1.5%

commission 4 RT pro forma numbers are based on actual results of the pool until 2013 and estimated earnings for Q1 2014

18 10,000 20,000 30,000 40,000 50,000 60,000 70,000 USD/day Q1 2014 2013 2012 2011 2010 2009 2008 1y TC rate (net)3 RT break-even1 RT pro forma4 10,000 20,000 30,000 40,000 USD/day 2013 2012 2011 2010 2009 2008 1y TC rate3 RT break-even2 RT pro forma4

Average pool earnings have consistently exceeded estimated vessel cash break-even

• Ridgebury primarily uses three leading third party shipmanagers;

– Bernhard Schulte Shipmanagement and DS Tankers GmbH & Co. KG. for crude oil vessels – Interorient Marine Services for product tankers

• Ridgebury may select other well reputed third party ship managers that are acceptable to the Trustee
• Technical services provided

– Ensure that the vessels are manned, equipped and maintained in accordance with regulatory requirements, oil major standards and industry best practices – Services covered through standardized arm’s length contracts

Reputable 3rd party technical management

• Formed in 1972
• Offices in Germany, UK,

Cyprus, Greece, India, China, Singapore and Hong Kong

• Currently over 300 vessels

under management including

• ver 60 crude oil vessels
• Formed in 1979
• Offices in Cyprus, Germany,

Latvia, Russia, Ukraine and Philippines

• Currently over 130 vessels

under management including

• ver 40 product tankers

19

• Founded in 2008
• Office in Germany
• Provides full management of

crude, product and chemicals

• 10 vessels under management

20

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

21

Strong security package

1 Rio Genoa to be renamed Nicholas A and delivered March 2014, Elisewin to be renamed Ridgebury Astari and delivered April 2014 , Prisco Mizar to be renamed Ridgebury

Captain Drogin and delivered April 2014, Ice Explorer and Ice Traveller will be renamed Ridgebury Mary Selena and Ridgebury Lindy B and delivered in May 2014

2 Ice class 1A features noted in section 7 of offer memorandum 3 Average pool rating is 1.00. Everything above 1 gives premium earnings

Rio Genoa1 Ridgebury John Zipser Ridgebury Lessley B

• Suezmax
• Built: 2007
• Yard: Universal (Japan)
• DWT: 159,400
• Class: ABS
• Pool: TC until Nov 2014,

Blue Fin thereafter

• Suezmax
• Built: 2009
• Yard: Hyundai Samho

(Korea)

• DWT: 165,000
• Class: DNV
• Pool: Blue Fin
• Suezmax
• Built: 2013
• Yard: Samsung (Korea)
• DWT: 158,500
• Class: LR
• Pool: Blue Fin

Elisewin1 Prisco Mizar1

• Suezmax
• Built: 2002
• Yard: Universal (Japan)
• DWT: 149,990
• Class: LR
• Pool: To be employed in

Blue Fin pool

• Suezmax
• Built: 2007
• Yard: HHI (Korea)
• DWT: 166,500
• Class: DNV
• Ice class: 1A2
• Pool: To be employed in

Blue Fin pool

Delivered vessels To be delivered vessels

Ice Explorer1

• Suezmax
• Built: 2006
• Yard: Universal (Japan)
• DWT: 146,500
• Class: LR
• Ice class: 1A2
• Pool: To be employed in

Blue Fin pool

Ice Traveller1

• Suezmax
• Built: 2007
• Yard: Universal (Japan)
• DWT: 146,500
• Class: LR
• Ice class: 1A2
• Pool: To be employed in

Blue Fin pool

The Security Vessels are estimated to receives a pool rating well above 1.03

Yards High quality yards have a number of advantageous features

All vessels built at high quality yards

22

Best resale value for secondhand tonnage Highly sought after assets by oil majors due to quality Fuel efficiency Lower opex Reduced offhire

Hyundai Samho Heavy Industries Japan Marine United (Universal) Samsung Heavy Industries

Targeting high quality Japanese or Korean built vessels

• Opex includes 3rd party technical

management fees

• All pool revenue received net of pool

management fees

Attractive break-even rates Suezmax historical 1y TC rate versus cash-break-even cost

Attractive cash-break-even costs

Source: Company, Clarksons

1Based on 8% of bond principal 2Crew costs, lube oil, insurance and management fee are fixed under annual contracts

23 10,000 20,000 30,000 40,000 50,000 60,000 2003 2002 2001 2000 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 USD/day cash-break-even cost1 1y TC rate Cash-break-even Interest expenses1 USD/vessel/day 6,575 Opex “ 7,043 SG&A “ 1,100 Total “ 14,718

Suezmax cash-break-even at favourable levels

Opex breakdown2 Crew 55% Technical 22% Lube oil 7% Insurance 9% General expenses 2% Management fee to 3rd part manager 5% Total 100%

• Initial LTV based on fair market

value of vessels

– gross LTV of 69% – net LTV of 66%

• Based on Heidmar Blue Fin pool’s

last 5 year average TC rates and depreciated FMV of vessels

– estimated net LTV at maturity of 63%

• Based on vessel values and

market rates returning to 15 year average

– estimated net LTV at maturity of 39%

• Vessel values and market rates

returning to 10 year average

– estimated net LTV at maturity of 30%

Comments Net LTV at maturity

Loan-to-value analysis

1 Accumulated cash in issuer, excluding working capital 2 Based on depreciated FMV of vessels at maturity 35y average pool TCE (~21,000 USD/day)

24 210 104 50 100 150 200 250 300 350 400 450 500 456 352 Bond FMV vessels2 Cash1 210 91 50 100 150 200 250 300 350 400 450 396 305 210 44 50 100 150 200 250 300 350 400 450 308 264 USDm Rates and FMV 10y avg. Rates and FMV at 15y avg. 5y avg. pool TCE rates3

Net LTV 63% 39% 30%

25

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

26

Overview of main crude vessel types

VLCC Suezmax Aframax Panamax

> 200,000 Typical cargo capacity of 2.1m barrels of oil

• VLCCs trades are highly

concentrated by routes and customers

• 623 vessels
• 191 DWTm

120,000 – 199,999 Average cargo capacity of 1m barrels of oil

• Suezmaxes trade

geographically dispersed longer haul routes for a wide variety of oil majors and

• traders. They offer the

flexibility that traders require. Growing demand from imports to Asia and Far East

• 493 vessels
• 76 DWTm

95,000 – 119,999 Average cargo capacity of 750K barrels of oil

• Aframaxes trade

geographically dispersed shorter haul routes and face competition from product tankers (LR2s)

• 900 vessels
• 97 DWTm

60,000 – 79,999 Average cargo capacity of 500K barrels of oil

• Intra Mediterranean trades
• Mostly used for clean trades
• 416 vessels
• 30 DWTm

% of fleet (DWT) Size (DWT) Description Vessel type

49% 19% 25% 8%

# of vessels

27

Suezmax vessels carry crude oil and fuel oil on geographically dispersed trading routes

27

Growing

Suezmax vessels have shown high flexibility in adapting to changing trade patterns

Crude ton-miles growing due to increasing crude

• il demand in Asia and Europe

Forecast avg. annual change 2014-16E by exporter

Historical avg. annual change 2011-13 by exporter

Forecast avg. annual change 2014-16E by importer Historical avg. annual change 2011-13 by importer

Source: BP, DNB Markets Equity Research

28

900 600 300 10 Other Asia Pac. Global Europe 178 India 275 China 299 Annual avg. additions (kbpd) 388 USA

• 472

Japan

• 36

Australasia Africa S&C America 133 Mexico Canada Singapore 300 900 600 157 Europe 175 China S&C America Japan Annual avg. additions (kbpd)

• 27

Canada 285

• 27

Global 154 USA

• 524
• 15

Mexico

• 12

Australiasa 24 Singapore India 28 Africa 36 Other Asia Pac. 54 600 300 Annual avg. additions (kbpd) Global 388 S&C America

• 43

Japan India E&S Africa Singapore China Europe 2 Other Asia Pacific 2 Australiasia 4 North Africa 4 Former Soviet Union 8 West Africa 27 Mexico 27 Middle East 27 USA 125 Canada 203 300 600 900 Former Soviet Union

• 69

E&S Africa

• 61

Mexico Australiasia

• 26

Other Asia Pacific

• 24

Europe

• 17

Canada 64 S&C America India

• 1

Annual avg. additions (kbpd) Global 154 Japan

• 139

North Africa

• 117

177 Middle East 435

• 52
• 2

USA

• 4

China

• 9

Singapore West Africa

5 year old vessels trading at an attractive discount to newbuilds

Suezmax 5y old vessel values 5y old discount to newbuilding prices

Source: Clarksons monthly data series

29 20 30 40 50 60 70 80 90 100 110 2014 2012 2010 2008 2006 2004 2002 2000 1998 USDm 5y old 15y avg. 5y old 10y avg. Suezmax 5y-old Suezmax NB

57.8 65.8

• 40%
• 30%
• 20%
• 10%

0% 10% 20% % 5y old discount to newbuildings 10y avg. discount

47.0

2014 2012 2010 2008 2006 2004 2002 2000 1998

• 8.9%
• 26.6%

Fleet profile and expected Suezmax deliveries

Expected Suezmax deliveries Suezmax orderbook by yard

Source: Company Note: Rongsheng and Atantico Sul are in financial distress and Suezmax orderbook likely not performing

30 Atlantico Sul 7 (14.3%) Bohai Shipbld. 2 (4.1%) Jiangsu Rongsheng 23 (46.9%) Samsung H.I. 6 (12.2%) Sungdong S.B. 1 (2.0%) STX Shipbuild. 4 (8.2%) COSCO Zhoushan 1 (2.0%) Hyundai Samho 5 (10.2%) 6 4 2 5 1 5 10 15 20 25 30 35 40 45 50 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 2014 2015 2013 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 2012 2016 # of vessels

Existing fleet Order book

RT Holdings management believes that the majority of the orderbook is legacy non performing orders

• Limited number of slots available for

Suezmax until 2016

Tightness in market has driven recent rate spike

Suezmax 1y TC rates Suezmax spot earnings

Source: Company, Clarksons monthly data series

1 1 Feb 2014 - 14 Feb 2014

31 10,000 20,000 30,000 40,000 50,000 60,000 2014 2012 2010 2008 2006 2004 2002 2000 USD/day 15y avg 10y avg. 1y TC rate

32,846 30,606 20,500

20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 2010 2004 2006 2012 2014 2002 2008 2000 USD/day Suezmax earnings

Jan avg. 57,662 Feb1 avg. 15,678

RT Holdings Suezmaxes in the Blue Fin pool have projected 1Q 2014 earnings

• f 35,000 USD/day

32

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

33

Cash flow1

Issuer cash flow projections

1Assuming vessel values and rates reverting to 10 year averages

Proft & loss

• Mar. 14
• Jun. 14
• Sep. 14
• Dec. 14
• Mar. 15
• Jun. 15
• Sep. 15
• Dec. 15
• Mar. 16
• Jun. 16
• Sep. 16
• Dec. 16 Mar. 17

Numbers in USDm except where noted TCE 9.5 12.7 13.3 18.9 19.0 18.4 18.8 20.9 20.9 20.1 20.9 20.2 Opex

• 3.5
• 4.5
• 4.6
• 4.6
• 4.6
• 4.6
• 4.7
• 4.7
• 4.7
• 4.7
• 4.8
• 4.8

G&A

• 0.6
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7
• 0.7

EBITDA 5.4 7.4 8.0 13.6 13.7 13.1 13.5 15.5 15.5 14.7 15.5 14.8 Depreciation

• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8
• 2.8

EBIT 2.6 4.6 5.2 10.8 10.9 10.3 10.7 12.7 12.7 11.9 12.6 12.0 Dry-docking capex

• 1.3
• 0.3
• 0.3
• 1.5
• 0.5
• 1.5
• 1.3

Cash flow before financing 4.2 7.2 8.0 13.4 13.7 11.6 13.0 15.5 15.5 13.2 15.5 13.5 Interest expenses

• 8.4
• 8.4
• 8.4
• 8.4
• 8.4
• 8.4

Cash flow after financing 4.2

• 1.2

8.0 5.0 13.7 3.2 13.0 7.1 15.5 4.8 15.5 5.1 Key assumptions Suezmax TC rate USD/day/vessel 21,000 21,000 21,000 30,000 30,000 30,000 30,000 33,000 33,000 33,000 33,000 33,000 Opex "

• 7,100
• 7,212
• 7,248
• 7,283
• 7,320
• 7,356
• 7,392
• 7,429
• 7,466
• 7,503
• 7,540
• 7,578

SG&A "

• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100
• 1,100

34

Capitalization and credit ratios1

Issuer cash flow projections (cont’d)

1The Market Value scenario assuming vessel values and rates reverting to 10 year averages

Capitalization and credit ratios (Book Values) Opening balance

• Jun. 14
• Sep. 14
• Dec. 14
• Mar. 15
• Jun. 15
• Sep. 15
• Dec. 15
• Mar. 16
• Jun. 16
• Sep. 16
• Dec. 16 Mar. 17

Numbers in USDm except where noted Cash 10.0 14.2 13.0 21.0 26.0 39.7 42.8 55.8 62.9 78.4 83.2 98.7 103.8 Working Capital 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 Vessel values (book values) 279.0 276.2 273.4 270.6 267.8 265.0 262.2 259.4 256.6 253.8 251.0 248.2 245.4 Debt 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 Equity 89.5 90.9 86.9 92.1 94.3 105.2 105.5 115.7 120.0 132.7 134.7 147.3 149.7 Credit Metrics NIBD / EBITDA x 9.0x 6.6x 5.9x 3.4x 3.1x 3.2x 2.9x 2.4x 2.1x 2.2x 1.8x 1.8x EBITDA / Interest expense " 1.5x 1.8x 2.6x 3.3x 3.2x 3.2x 3.5x 3.7x 3.6x 3.6x 3.6x 3.6x Net LTV % 72% 71% 72% 70% 69% 64% 64% 59% 57% 52% 51% 45% 43% Capitalization and credit ratios (Market Values) Opening balance

• Jun. 14
• Sep. 14
• Dec. 14
• Mar. 15
• Jun. 15
• Sep. 15
• Dec. 15
• Mar. 16
• Jun. 16
• Sep. 16
• Dec. 16 Mar. 17

Cash 10.0 14.2 13.0 21.0 26.0 39.7 42.8 55.8 62.9 78.4 83.2 98.7 103.8 Working Capital 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 Vessel values (FMV) 302.3 299.9 297.0 294.1 338.0 334.9 331.8 328.8 372.9 369.6 366.4 363.1 352.1 Debt 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 210.0 Equity 112.8 114.6 110.5 115.6 164.5 175.1 175.2 185.0 236.3 248.5 250.1 262.3 256.4 Credit Metrics NIBD / EBITDA x 9.0x 6.6x 5.9x 3.4x 3.1x 3.2x 2.9x 2.4x 2.1x 2.2x 1.8x 1.8x EBITDA / Interest expense " 1.5x 1.8x 2.6x 3.3x 3.2x 3.2x 3.5x 3.7x 3.6x 3.6x 3.6x 3.6x Net LTV % 66% 65% 66% 64% 54% 51% 50% 47% 39% 36% 35% 31% 30%

Pro Forma As at January 31,2014 As at January 31,2014 (Unaudited) (Unaudited) Cash 12,815 20,418 Deposit placed on future acquisitions 5,552 2,002 Accounts Receivable 3,483 3,483 Inventory 2,215 3,465 Other Current Assets 4,881 11,131 Total Current Assets 28,947 40,500 Vessels (Gross) 233,470 417,740 Capitalized dry docks 1,816 1,816 Less Accumulated Depreciation (1,435) (1,435) Vessels owned (Net) 233,850 418,120 Total Fixed Assets 233,850 418,120 TOTAL ASSETS 262,797 458,620 Trade Payables 2,762 2,762 Current portion of Long Term Debt 7,635 5,789 Total Current Liabilities 10,398 8,551 Long Term Bank Debt 87,418 63,884 Bond Issue

• 210,000

Total Liabilities 97,816 282,435 Member Equity 167,787 178,991 Retained Earnings (2,807) (2,807) Total Equity 164,981 176,185 TOTAL LIABILITIES & EQUITY 262,797 458,620 (in thousands of U.S.dollars) RT HOLDINGS LLC. SUMMARY CONSOLIDATED BALANCE SHEET

Parent financials – Preliminary balance sheet

Note: Pro Forma balance sheet represent company fully financed

35

Issuer dry-docking schedule

• Ridgebury is committed to maximizing the fuel

efficiency of its vessels through retrofits

– Consider to modify secondhand vessels during dry- docking to maximize return potential

Dry-docking of MR Alexandra Z

36 Dry-docking and maintenance

• Mar. 14
• Jun. 14
• Sep. 14
• Dec. 14 Mar. 15
• Jun. 15
• Sep. 15
• Dec. 15 Mar. 16
• Jun. 16
• Sep. 16
• Dec. 16 Mar. 17

Numbers in USDm Lessley B

• 0.3
• John Z
• 1.3
• Rio Genoa
• 0.3
• Elisewin
• 1.5
• Prisco Mizar
• 0.3
• Ice Explorer
• 0.3
• 1.3
• Ice Traveller
• 0.3
• 1.3

37

Existing debt facility for product tanker fleet

1RT Holdings, LLC may give a guarantee for the existing debt facility and any future debt facilities

Key terms Amount: USD 69.2 Senior Secured Term Loan Arrangers: Deutsche Bank (Hamburg/NY) & ABN-Amro (NY/The Hague) Borrower: Ridgebury Tankers LLC Guarantor: Ridgebury Holdings LLC1 Advance rate: 50% of Purchase Price of each of the following six vessels R Alexandra Z, R Katherine Z, R Cindy A, R Rosemary E, R John B, and Challenge Paradise (TBN) Maturity: December 2018 Amortization profile: Straight line to zero on 14th anniversary of each vessel Cash sweep: Cash Sweep mechanism to decrease amortization profile Interest rate: LIBOR + 365bps Key covenants:

• Liquidity: 5% of outstanding amount, plus USD 6m (and reducing) liquidity guarantee from

Riverstone

• Tangible Equity to Total Assets – minimum of 35%
• Interest Expense Cover – minimum of 200%
• Collateral Maintenance Ratio – minimum of 145%
• Dividend restrictions

Vessels:

• Alexandra Z (2009), Cindy A (2009), Rosemary A (2009), Kathrine Z (2009), John B (2007) and

Paradise (2007)

• Total outstanding loan amount of USD 69.2m
• Estimated Fair market value for 5 MR vessels of USD 140.2m

38

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

39

Summary

Modern, high quality Suezmax and MR fleet built at top-tier yards 1 Vessels employed in leading and low cost pools achieving premium earnings 3 Expected zero to negative net fleet growth for the Suezmax sector for next 2-3 years 4 5y old Suezmax discount to newbuild at historical high levels (26.6% against 10y avg. of 8.9%) 6 Strong management team with long and successful track record within the shipping sector 7 Backed by a USD 200m equity investment from Riverstone, and additional USD 50m being formalized 8 Strong crude oil ton-mile demand growth based on increasing demand from China / India and new trade routes developing 5 Strong collateral in 7 modern Suezmax vessels with parent guarantee providing additional support 2

40

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

Investing in the Bonds involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out in the Offering Memorandum before making an investment decision. The below risk factors are only an extract of the risk factors included in the Offering Memorandum for the Bond Issue. A prospective investor should carefully consider all the risks related to the Issuer, and should consult his or her own expert advisors as to the suitability of an investment in securities of the Issuer. An investment in securities of the Issuer entails significant risks and is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the

• investment. Against this background, an investor should thus make a careful assessment of the Issuer and its prospects before deciding to invest.

Risks related to the market in which the Issuer operates

• Exposure to crude tanker market - The market for large crude oil tankers has historically seen very volatile charter rates and has over the last few years been depressed,

mainly due to over-supply of oil tankers. The average time charter equivalent rates for the Pool in 2013 were only slightly above the minimum rates required for the Issuer to cover all operating and financial costs. Although the current rates are higher, no guarantee can be made that these higher rates will persist or that the future rates available to the Issuer will be sufficient to cover its costs. If such a situation persists for a substantial period, the Issuer's earnings and available cash flow may be materially adversely affected. If the market is weak, the Issuer may enter into contracts on less favorable terms than projected. This may have a material adverse impact on the financial condition of the Issuer and its ability to service its debts when due.

• Due to the Issuer's main exposure towards the market for large crude oil tankers (Suezmaxes), adverse developments in the crude oil tanker industry – including e.g.

changes in trading patterns for crude oil tankers due to inter alia reduced U.S. oil imports – could negatively impact the Issuer and the Issuer's results of operations and financial condition. The Issuer's financial performance may be subject to greater risk of loss than if its assets were more widely diversified. The crude oil tanker industry is highly competitive and fragmented and includes several large owners and operators that compete in the markets the Group and the Issuer serve, or will serve, as well as numerous smaller companies. The Issuer may be unable to successfully compete with other vessel operators, some of which may have greater resources than the Issuer, for charters.

• Any future sale of the Security Vessels at a reduced value could have a material adverse effect on the Issuer's financial condition and make it unable to repay the Bonds on

the Final Maturity Date. Reduced ship values will also have an adverse effect on the security coverage under the Bond.

• Cyclical nature of the crude tank industry - The Shipping markets are cyclical in nature and changes in the demand for or the supply of oil tankers affects the prices of

vessels in the secondhand market.

• The second hand sale/purchase market for vessels may from time to time be illiquid and, as a result, broker valuations of vessels can to a large extent be based on estimates

and may be highly dependent on broker’s discretion. Forced sale of vessels may also take place at lower prices than for transactions between a willing buyer and a willing seller, and may also lead to lower broker valuations. These factors may impact and have an adverse effect on the estimated market value of the Security Vessels. Depending

• n the price decrease and the duration of a negative trend, a reduction in the value of the Security Vessels may lead to the Issuer not being in compliance with its loan-to-

value covenants under the Bond Agreement, which in turn may have a material adverse effect on the Issuer’s business, financial condition, results of operation and liquidity

Risk factors

41

• Bunker prices - Fuel or bunker prices are historically high and further increases may inter alia affect the Issuer's profits and may have a negative effect on the Issuer's

liquidity.

• Hidden defects and risk related to the maintenance of the Security Vessels - the Security Vessels have all been acquired second hand by the respective Vessel Owners. The

industry standard for such acquisitions is "as is" terms, implying that the Issuer carries the risk for any hidden defect or defects not discovered during pre-purchase inspection of the respective vessels. Any such defects may have a materially adverse effect on the value of the Security Vessels and their ability to trade.

• The Issuer is subject to substantial operational and maintenance costs for the Security Vessels, which may at times be unpredictable and which may affect the Issuer's

financial condition

• Operating risks - Ocean-going vessels are subject to numerous operating risks. These include (but are not limited to) risks of pollution, fires, explosions and collisions,

human error as well as possible arrests, requisitioning by authorities, detention, terrorism, piracy, war risk and other circumstances of events. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and the associated costs could exceed the insurance coverage available to the Issuer. Compared to many other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers. If such risks materialize, it could affect the Issuer's business and reputation and/or have a material adverse effect on the Issuer's results of operations and financial condition. The Issuer's contracts may not provide adequate protection for such liability and such liability may not be limited to a fixed amount thereunder. Although the Issuer will insure the Security Vessels in accordance with market practice, there can be no assurance that the insurance will cover all or any part of the Issuer's losses in such events.

• Pool risks - Risks associated with the employment of the Security Vessels in pool arrangements including the risk of poor performance by other vessels in the pool which in

turn may have an adverse effect on the earnings ultimately payable to the respective Vessel Owner. Further, the Security Vessels may be removed from the Pool, which may have a material adverse effect on the Issuer's business, operations and financial condition. Employment of vessels in pool arrangements may also be subject to changes in competition law regulations and restrictions which may necessitate restructuring or reorganization of pool arrangements in the future.

• Risks related to affiliated companies - In addition to the Issuer and its subsidiaries the Parent Group consists of MidCo and the Parent's subsidiary Ridgebury Tankers which
• wns several vessel owning subsidiaries (the "Ridgebury Tankers Group"). The business of the Ridgebury Tankers Group mainly consists of ownership of MR product tankers

employed through the Norient Pool. This group is financed through a bank facility which has and may receive the benefit of a parent guarantee from MidCo and the Parent

• respectively. Due to this structure, MidCo will and the Parent may be subject to risks relating to the MR product tanker segment as well as those relating to the Suezmax
• segment. Any risks materializing with the Ridgebury Tankers Group may have adverse consequences for MidCo and the Parent, which in turn may have adverse

consequences for the financial condition and operational state of the Issuer.

• Reliance on third party managers - The Issuer depends upon third party managers and their ability to provide technical and commercial management services for the

Security Vessels any failure by any manager to perform its duties and obligations may adversely affect the operations, performance and profitability of the Security Vessels.

Risk factors (cont’d)

42

• War and instability - War, conflicts, military tension and terrorist attacks may cause instability in the areas where the Group may be operating from time to time, or may

cause instability in the world’s financial and commercial markets. Political and economic instability may occur in some of the geographic areas in which the Group operates (or may operate in the future) and may contribute to disruptions of operations, loss or seizure of Security Vessels, kidnapping of marine crew or onshore employees, piracy and other adverse effects including increased operating costs.

• Regulations governing operations - The Issuer and Vessel Owners are subject to the international laws and regulations governing the shipping industry. The Issuer and its

subsidiaries are required to comply with the various regulations introduced by the authorities where the operations take place, the applicable legislation of various flag states as well as the guidelines introduced by international agencies such as the International Maritime Organization (IMO) where applicable. In the event that the Issuer/Charterer/pool is unable at any time to comply with the existing regulations or any changes in such regulations, or any new regulations introduced by local or international bodies, the operations may be adversely affected. Any change in or introduction of new regulations, may increase the costs of operations, which could have an adverse effect on the Issuer’s profitability. Furthermore, if a Security Vessel does not comply with the extensive regulations applicable from time to time, the consequence may be that the Security Vessel is unable to continue its operations.

• Insurance - Issuer's insurance may be insufficient to cover losses that may occur to Security Vessels or result from their operations. The Issuer's insurance is intended to

cover risks associated with the conduct of its business, as well as environmental damage and pollution coverage. The Issuer cannot assure that it has adequately insured against all risks, that any future claims will be paid, or that it will be able to procure adequate insurance coverage at commercially reasonable rates in the future. Risks related to the Issuer's financial situation and liquidity

• Tax risks - Changes in taxation law or the interpretation of taxation law may impact the business, results of operations and financial condition of the Issuer and the Parent
• Group. To the extent tax rules change, this could have both a prospective and retrospective impact on the Issuer and the Parent Group, both of which could be material. If

any tax authority successfully challenges the Issuer's operational structure, taxable pretense or similar circumstances, the Issuer's effective tax rate could increase substantially and the Issuer's earnings and cash flows from operations could be materially adversely affected.

• Inability of Parent to honour Parent Guarantee - Ridgebury Tankers has entered into a USD 105 million loan facility with Deutsche Bank. MidCo has provided or will provide

a guarantee and the Parent may provide a guarantee in respect of the loan amount. Any failure by Ridgebury Tankers to comply with the terms of the loan agreement, or any failure to repay the loan amount at maturity date may have a material impact on the Parent Group as a whole. In addition, the Parent and MidCo are Guarantors under the Bond Agreement. If Ridgebury Tankers is unable to comply with its obligations pursuant to the loan agreement in the future, it may affect the Bondholders' security under the Bond Agreement. Such non compliance may adversely affect the value of the Parent Guarantee and the MidCo Guarantee. It may also lead to a forced sale of MidCo's or, depending on whether the Parent will provide its guarantee, the Parent's assets, including shares in the Issuer (subject to the bondholder share pledge), and may further invoke cross default under the Bond Agreement.

Risk factors (cont’d)

43

• Risk of increasing operating costs - The Issuer is highly dependent on cash flow from its operations in order to be able to meet its debt obligations as and when they fall
• due. As there are many factors affecting the Issuer's liquidity, prospective investors should carefully assess each such factor before investing in the Bonds.
• Failure to service debt or refinance - The Issuer's ability to service its indebtedness depends on many factors beyond its control, and no assurance can be given to that the

Issuer will be able to make scheduled payments under the Bond. Pursuant to the Bond Agreement, the Bonds shall be payable in full on the Final Maturity Date. In the event that the Issuer is unable to meet its ongoing debt obligations or has insufficient cash to redeem the Bonds in full on the Final Maturity Date, no assurance can be given that it will be able to obtain the necessary debt or equity refinancing, or that such refinancing will be on terms acceptable to the Issuer. A failure to obtain required refinancing would have material adverse effect on the Issuer's business, operations and financial condition and the ability to repay the Bonds on the Final Maturity Date. Risks related to the Bonds

• Mandatory prepayment events may lead to a prepayment of the Bonds in circumstances where an investor may not be able to reinvest the prepayment proceeds at an

equivalent rate of interest - In accordance with the terms and conditions of the Bond Agreement, the Bonds are subject to mandatory prepayment by the Issuer on the

• ccurrence of certain specified events. Following any early redemption after the occurrence of a Mandatory Prepayment Event, it may not be possible for Bondholders to

reinvest such proceeds at an effective interest rate as high as the interest rate on the Bonds and may only be able to do so at a significantly lower rate. It is further possible that the Issuer will not have sufficient funds at the time of the Mandatory Prepayment Event to make the required redemption of Bonds.

• Bankruptcy and insolvency proceedings may prove difficult depending on which jurisdiction proceedings are opened in, and the Issuer's liabilities in respect of the

Bonds may rank junior to certain of the Issuer's debts - As a general matter, the Issuer’s liabilities in respect of the Bonds may, in the event of a bankruptcy or insolvency proceeding or similar proceeding, rank junior to certain of such Issuer’s debts that may be entitled to priority under the laws of the relevant jurisdiction. A bankruptcy may, depending on which jurisdiction the proceedings are opened in, stay or temporarily prevent any enforcement proceedings of the Bondholders.

• There will only be a limited trading market for the Bonds.- There is no existing market for the Bonds, and there can be no assurance given regarding the future

development of a trading market for the Bonds. Potential investors should note that it may be difficult or even impossible to trade and sell the Bonds in the secondary market.

• The market price of the Bonds may be volatile -The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in

the Issuer’s operating results and those of its competitors, adverse business developments, changes to the regulatory environment in which the Issuer operates, changes in financial estimates by securities analysts and the actual or expected sale of a large number of Bonds, as well as other factors.

• The Bondholders may be subject to restrictions on transfers of the Bonds - The Bonds are freely transferable and may be pledged, subject to the following: (i) Bondholders

may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense.

• The terms and conditions of the Bond Agreement will allow for modification of the Bonds or security, waivers or authorizations of breaches and substitution of the

Issuer which, in certain circumstances, may be effected without the consent of Bondholders -The Bond Agreement will contain provisions for calling meetings of

Risk factors (cont’d)

44

• Bondholders. These provisions permit defined majorities to bind all Bondholders. The Trustee may, without the consent of the Bondholders, agree to certain modifications
• f the Bond Agreement and other finance documents which, in the opinion of the Trustee, are proper to make.
• Legal investment considerations may restrict certain investments - The investment activities of certain investors are subject to legal investment laws and regulations, or

review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or use of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

• Although the Issuer intends to operate its fleet in the Pool, it may cease operating the Security Vessels in the Pool (either voluntarily or involuntarily), which may

adversely affect the value of collateral securing the Bonds- As security for the obligations under the Finance Documents, the Issuer has or will execute inter alia an assignment of the Pool Agreements, which includes direct cure and termination rights in case of default. If the Issuer ceases to operate the Security Vessels in the Pool (either voluntarily or involuntarily), there is, inter alia, a risk that the Issuer is not able to obtain equally lucrative employment for the Security Vessels, which may adversely affect the value of the collateral securing the Bonds.

• The value of the collateral securing the Bonds may not be sufficient to satisfy the Issuer’s obligations under the Bonds -There can be no assurance that the Trustee will be

able to sell any of the security for the Bond Issue without delays (or even at all) or that the proceeds obtained will be sufficient to pay all of the secured obligations. Neither the Issuer nor the Guarantors have any obligation to pledge additional vessels or assets to secure the Bonds in the event the Bonds become under-secured. If this were to coincide with the time in which the collateral was sold to satisfy payment obligations on the Bonds, there may be insufficient proceeds from such sales to satisfy all payment

• bligations due under the Bonds.
• Following a default, the Trustee may not be able to realize any or all of the security - It may be difficult or even impossible for the Trustee to enforce the security. In

particular, the enforcement of vessel mortgages can be complicated. For example, it can be difficult to locate a Security Vessel without the assistance of a specialist agency,

• r problematic to enforce the mortgage as it would be subject to the laws of the place where the vessel is situated at the time of enforcement.
• Failures or inadequacies in perfecting security - It is possible that inadequacies or failures in perfecting the security may arise. Such inadequacies or failures may lead to

unexpected and/or conflicting claims of Bondholders.

• Maritime liens may arise and take priority over the liens securing the Bonds - The laws of jurisdictions in which a Security Vessel is registered, travels through on

mobilization or operates may give rise to the existence of maritime or other liens which may take priority over the security securing the Bonds, including the Mortgages.

• Security - Security over certain collateral will not be in place by the issue date of the Bonds and will not be perfected on the issue date of the Bonds.
• The Issuer will assume substantial indebtedness - Following the issuance of Bonds, the Issuer will have substantial indebtedness which may limit the flexibility of its
• perations, its business, its financial capability and its ability to satisfy its obligations under the Bond Agreement and its other agreements, which could have negative

consequences for the bondholders. Further, the Issuer may not be able to generate sufficient cash to service its debt obligations.

Risk factors (cont’d)

45

• The Issuer’s ability to service its indebtedness depends on many factors beyond its control - The Issuer’s ability to make scheduled payments on or to refinance its
• bligations under, the Bonds will depend upon the Issuer’s financial and operating performance, which, in turn, will be subject to prevailing economic and competitive

conditions and to financial and business factors, many of which may be beyond the Issuer’s control.

• The Issuer may have to rely on payments from the Parent to redeem the Bonds and the Parent may not be able to make payments to the Issuer in some circumstances -

The Issuer may not be able to obtain sufficient revenue or external financing in order to pay interest and redeem the Bonds. In such event the Issuer will rely on payments from the Parent and/or other Parent Group companies. However, the Parent or such other Parent Group companies may not have sufficient funds or willingness to provide such payments. The breach of the Issuer's payment obligations could result in an event of default under the Bond Agreement.

• The Bonds may not be a suitable investment for all investors - Each potential investor in the Bonds must determine the suitability of that investment in light of its own

circumstances.

• Change of control – the Issuers’ ability to redeem the Bonds with cash may be limited -Upon the occurrence of a Change of Control Event each individual Bondholder shall

have a right of pre-payment of the Bonds as set out in the Bond Agreement. However, it is possible that the Issuer may not have sufficient funds to make the required redemption of Bonds.

• Fulfilment of Conditions Precedent - Most of the conditions precedent are under the control of the Issuer, but it is also inherent risk that not all of the conditions precedent

are obtained in time. This may lead to a mandatory prepayment of the Bond Issue.

• The terms and conditions of the Bond Agreement will impose significant operating and financial restrictions, which may prevent the Issuer from capitalizing on business
• pportunities and taking some actions -The terms and conditions of the Bond Agreement will contain restrictions on the Issuer’s activities. The restrictions in the terms and

conditions of the Bond Agreement may prevent the Issuer from taking actions that it believes would be in the best interest of the Issuer’s business, and may make it difficult for the Issuer to execute its business strategy successfully or compete effectively with companies that are not similarly restricted. The Issuer cannot assure investors that it will be granted waivers or amendments to these agreements if for any reason it is unable to comply with these agreements. The breach of any of these covenants and restrictions could result in an event of default under the Bond Agreement.

• The price of the Bonds are subject to risks of interest rate and currency fluctuation -The price of a single bond will fluctuate in accordance with the interest rate and credit

markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of these bonds in the market. The interest rates can, and will, experience substantial fluctuations caused by a number of factors based on the development in the international economy.

• The Bonds may be subject to optional redemption by the Issuer, which may have a material adverse effect on the value of the Bonds, and in such circumstances an

investor may not be able to reinvest the redemption proceeds at an equivalent rate of interest - In accordance with the terms and conditions of the Bond Agreement, the Bonds are subject to optional redemption by the Issuer at their outstanding principal amount, plus accrued and unpaid interest to the date of redemption, plus in some events an amount calculated in accordance with the terms and conditions of the Bond Agreement. This feature is likely to limit the market value of the Bonds. During any period when the Issuer may elect to redeem the Bonds, the market value of the Bonds generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period.

Risk factors (cont’d)

46

• The enforcement of rights as a Bondholder across multiple jurisdictions may prove difficult. Furthermore, in the event any Bondholder’s rights as a Bondholder have

been infringed, it may be difficult to enforce judgments against the Issuer or its respective directors or management - The Parent, the MidCo, the Issuer and the Vessel Owners are incorporated under the laws of the Marshall Islands. The Security Vessels are expected to travel worldwide and any cash balances in the Accounts are the only assets it holds in Norway. The Issuer's business is operated primarily from offices in the United States. Local laws may prevent or restrict Bondholders from enforcing a judgment against the Issuer’s assets, the assets of its senior managers, the assets of the guarantors and/or the assets of the directors or management of the guarantors.

• Insolvency of the Issuer, Parent or Vessel Owner - As the Parent, the MidCo, the Issuer and the Vessel Owners are incorporated under the laws of the Marshall Islands and

the Security Vessels are registered under the laws of the Marshall Islands, and the Issuer's business is operated primarily from offices in the United States, an insolvency proceeding relating to the Parent, the MidCo, the Issuer or the Vessel Owners, even if brought in another jurisdiction, would likely involve United States and Marshall Islands insolvency laws, the procedural and substantive provisions of which may differ from comparable provisions of those of other jurisdictions with which investors are

• familiar. Investors should also note that the process of making a claim as creditor of the Issuer under United States and Marshall Islands laws may be complex and time-

consuming, and could result in substantial reduction in payments to holders of the Bonds.

• Enforcement actions: It may be difficult or even impossible for the Trustee to enforce the security. In particular, the enforcement of vessel mortgages can be complicated.

For example, it can be difficult to locate a Security Vessel without the assistance of a specialist agency, or problematic to enforce the mortgage as it would be subject to the laws of the place where the vessel is situated at the time of enforcement.

• Change of law - The terms and conditions of the Bonds are governed by Norwegian law and the terms and conditions of the security documents may, inter alia, be governed

by Norwegian, English, Marshall Islands and U.S. law, in each case in effect as at the date of this Offering Memorandum. No assurance can be given as to the impact of any possible judicial decision or change to such laws or administrative practices after the date of this Offering Memorandum.

• Valuations are inherently subjective and the valuations of the Vessels contained in the Offering Memorandum are subject to significant assumptions- The fair market

appraisals of the vessels were provided in good faith to the best of knowledge of the valuers and are solely statements of their opinion as to the fair and reasonable market value of the vessels at the date given. No assurance can be given that the estimates can be sustained or are realizable in an actual transaction.

Risk factors (cont’d)

47

48

1 TRANSACTION OVERVIEW 2 COMPANY PROFILE 3 SECURITY ASSETS 4 MARKET OVERVIEW 5 FINANCIAL OVERVIEW 6 SUMMARY 7 RISK FACTORS 8 APPENDIX

Agenda

49

Board of Directors

• Partner at Riverstone
• Focused on investment opportunities in the energy and

power sectors

• Extensive investment banking experience
• MBA from Harvard Business School
• N. John Lancaster, Jr - Chairman

Picture

• CEO Ridgebury Tankers Holdings
• Over 30 year career as investor, manager, financier and
• wner
• CEO Chembulk Tankers
• Columbia University MBA, US Merchant Marine Academy

Robert P. Burke - Member

Picture

• CFO Ridgebury Tankers Holdings
• Over 20 year career in maritime, energy and infrastructure

investment

• Amherst College

Hew Crooks - Member

Picture

• Investor at GK Shipping and senior management and board

positions at Seabulk International and Mobil Shipping

• Over 50 years of maritime experience
• Served as chairman of Marine Preservation Association and

the Oil Companies International Marine Forum

• Served on the board of American Bureau of Shipping

Gerhard Kurz - Member

• Vice President at Riverstone
• Investment Banking Analyst in the Global Energy Group at

Credit Suisse

• Graduate in Finance and Business Administration from

University of Kansas

Daniel G. Sailors - Member

MR asset values and earnings

MR asset prices MR average earnings and TC rates

Source: Company, Clarksons

50 10 20 30 40 50 60 2014 2012 2010 2008 2006 2004 2002 USDm MR 5y-old 10y avg. MR 5y-old MR NBs 10y avg. MR Newbuild 10,000 20,000 30,000 40,000 50,000 2008 2006 2004 2002 2010 2012 2014 USD/day Earnings 10y avg. Average Clean Earnings 1y TC 1y TC 10y avg.

29.0 35.9 37.0 40.6 10,574 17,971 15,200 19,135

51

Fleet deliveries (30,000-59,999 dwt)

MR fleet development

Source: Company, Clarksons

78 55 68 106 158 166 133 115 99 118 94 59 37 31 43 29 19 36 16 15 15 20 17 7 15 12 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 170 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 139 134 69 10 2007 2008 2009 2010 2011 # of vessels 2013 2014 2015 2016 2012 1990 1989 1988 1991 2017 Orderbook Delivered

52

Refinery capacity expansion in non-consuming areas increases ton-mile demand

Source: EIA

Reducing refinery capacity Refinery capacity expansion

30 25 20 15 10 5 Africa 4 3 Middle East 10 8 Latin America 7 6 Asia 26 22 FSU 9 8 OECD Pacific 8 9 Europe 15 15 North America +1.7% 21 +3.9% M b/d +2.9% +3.4% 21 +0.8%

• 1.1%
• 0.1%

+0.1% Capacity 2012 Capacity 2018

World refinery capacity expansions

Middle East

• Refinery capacity

building up in the Middle East, closer to oil production areas

• Refinery capacity

expected to grow by 2.1 mb/d Asia

• Refinery capacity expected

to grow by 4.8 mb/d

• Replace decreasing capacity

in Korea and Japan Panama

• The widening of the

Panama canal to result in an increase in the US-Asia naphtha trade

• Mid-size tankers to benefit

from Panama Canal expansion Europe

• Refinery closures to increase ton-mile

demand

• Tariff on crude oil may lead to reduced

imports of crude oil and increased imports of refined products North America

• Cheap US crude leads to

wider US refinery margins

Hyundai Samho Heavy Industries

• Hyundai Samho Heavy Industries (“HSHI”) is part
• f the Hyundai Heavy Industries group (“HHI”)

– Largest shipbuilder with 15% of the market share – Founded in 1974 – Delivered more than 1,800 ships to 268 ship

• wners in 48 countries
• HSHI has the 5th largest production capacity in

the world

– Located Samho-Myun, Youngam-Gun, Chollanamdo, Korea – 3,300,000 m2 – Capacity to produce approx. 50 vessels per year – Two extra-large docks with building capacity of 1.5m GT per year – Dock 1 equipped with 2 Goliath cranes with maximum load capacity of 1,100 tons

• The yard is set up to construct tankers, bulkers,

containerships, LNGC, LPGs and PCTCs

Hyundai Samho at a glance The Hyundai Samho yard

53

Samsung Heavy Industries

• Samsung Heavy Industries (“SHI”) was

established in 1974

– More than 13,000 employees – Site area of 4 million m2 – Berthing capacity of 24 vessels

• Samsung Heavy Industries has received orders for

1,056 units of ships from the world’s leading ship

• wners and has successfully delivered 924 of

them1

– Delivered more 330 tankers, and has currently 29 tankers under construction

• SHI has made an effort to develop green

technologies, particularly in improving the

• perating efficiency of its ships to reduce CO₂

emissions during operation

– Won the Green Ship Award at the Nor-Shipping Exhibition 2009

Samsung at a glance The Samsung yard

1As of June 2013

54

Japan Marine United

• In 2012 Universal Shipbuilding and IHI

Corporation merged their subsidiaries and formed a new company, Japan Marine United (“JMU”)

– JMU was among the first with the development of low energy consumption and low environmental load technologies – Constructed the first VLCC – Extensive record in the construction of Suezmax and Aframax class vessels

• JMU consists of five shipyards and technical

research center

– Products include tankers and bulk carriers; naval vessels such as destroyers and landing craft; and ships for government agency service, including icebreakers and patrol vessels

Japan Marine United at a glance The Japan Marine United yard

55