International Seaways, Inc. (NYSE:INSW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Upsize of Term Loan
On June 22, 2017, International Seaways, Inc. ("the "Company"), its wholly-owned subsidiary, International Seaways Operating Corporation (the "Administrative Borrower"), and certain of the Administrative Borrower's subsidiaries entered into secured debt facilities with Jefferies Finance LLC (the "Administrative Agent") and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS Securities LLC, as joint bookrunner, DNB Markets Inc., Fearnley Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda Banken AB (Publ) ("SEB") as co-managers and the other lenders party thereto (including SEB as Swingline Lender and Issuing Bank), consisting of (i)a revolving credit facility of $50 million (the "Revolving Credit Facility") and (ii)a term loan facility of $500 million (the "Term Loan Facility" and together with the Revolving Credit Facility, the "Debt Facilities") containing an accordion feature whereby the Term Loan Facility could be increased up to an additional $50 million subject to certain conditions. On July 20, 2017, Hatteras Tanker Corporation and Montauk Tanker Corporation (both wholly-owned direct subsidiaries of the Administrative Borrower) were joined as subsidiary guarantors under the Debt Facilities.
On July 24, 2017, the Company entered into a First Amendment to the Credit Agreement (the "First Amendment") by and among the Company, the Administrative Borrower, certain of its subsidiaries, the Administrative Agent and the other lenders party thereto. The First Amendment amended the Debt Facilities to increase the Term Loan Facility by $50 million to the accordion feature (the "Amended Term Loan Facility"), with such funds to be used for general corporate purposes, including in connection with financing deliveries of two Suezmax tanker newbuildings, the Seaways Hatteras and the Seaways Montauk. All other terms of the Debt Facilities, as amended by the First Amendment (the "Amended Debt Facilities"), remain substantially similar in all material respects to those in the Debt Facilities prior to giving effect to the First Amendment.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 19, 2017, $50 million was drawn under the Revolving Credit Facility, with such funds used in connection with financing the acquisition of the Seaways Hatteras and the Seaways Montauk as described herein, and on July 24, 2017 $50 million was drawn under the Amended Term Loan. As of July 24, 2017, approximately $600 million in principal amount was outstanding under the Amended Debt Facilities. Please also refer to the information described above under Item 1.01, which is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
Delivery of Seaways Hatteras and Seaways Montauk
On July 20, 2017, Hatteras Tanker Corporation, a wholly-owned indirect subsidiary of the Company, took delivery of the Seaways Hatteras, a 159-thousand deadweight ton ("DWT") 2017-built Suezmax tanker. On July 25, 2017, Montauk Tanker Corporation, a wholly-owned indirect subsidiary of the Company, took delivery of the Seaways Montauk, a 159-thousand DWT 2017-built Suezmax tanker. Hatteras Tanker Corporation and Montauk Tanker Corporation acquired these vessels to contracts with Hyundai Samho Heavy Industries Co., Ltd. that were entered into in June 2017 for an aggregate purchase price of approximately $116 million. The Company will employ these two vessels in a leading Suezmax pool and the vessels will be technically managed by V.Ships, the third-party technical manager for the existing INSW fleet. Funds used by the Company for thepurchase of the Seaways Hatteras and the Seaways Montauk included borrowings under the Amended Debt Facilities as described herein.
About International Seaways, Inc. (NYSE:INSW)
International Seaways, Inc. and its subsidiaries own and operate a fleet of oceangoing vessels. The Company’s oceangoing vessels engage in the transportation of crude oil and petroleum products in the International Flag trades. The Company’s segments are International Crude Tankers and International Product Carriers. Its 55-vessel fleet consists of Ultra Large Crude Carrier (ULCC), Very Large Crude Carrier (VLCC), Aframax and Panamax crude tankers, as well as long range 1 (LR1), LR2 and medium range (MR) product carriers. Its International Crude Tankers segment is made up of a ULCC and a fleet of VLCCs, Aframaxes, and Panamaxes. Its International Product Carriers segment consists of a fleet of MRs, LR1s and an LR2 engaged in the transportation of crude and refined petroleum products. Through joint venture partnerships (the JVs), it has ownership interests in approximately four liquefied natural gas carriers and approximately two floating storage and offloading service vessels.