International Seaways, Inc. (NYSE:INSW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Binding Letter of Intent Agreement

On December 20, 2017, International Seaways, Inc., a corporation incorporated under the laws of the Marshall Islands (the “Company”), entered into a binding Letter of Intent (“LOI”) with Euronav NV, a limited liability company incorporated under the laws of Belgium (“Euronav”), to which the Company has agreed to purchase from Euronav, on the terms and subject to the conditions in the LOI including those set out below, the outstanding shares of Gener8 Maritime Subsidiary VII, Inc., a corporation incorporated under the laws of the Marshalls Islands (“HoldCo”) and the sole member of six limited liability companies which in the aggregate hold title to six VLCC vessels (the “Vessels”) (such transaction, the “Transaction”) in connection with a transaction to be entered into between Euronav and Gener8 Maritime, Inc., a corporation incorporated under the laws of the Marshall Islands (“GNRT”).

The purchase price for the Transaction is $434 million, inclusive of any assumed debt. The Company intends to fund the Transaction with a combination of available liquidity, the assumption of all or part of the debt secured by the Vessels and/or new third-party financing.

The Company’s obligation to consummate the Transaction is subject to a number of conditions including, but not limited to:

Euronav’s obligation to consummate the Transaction is also subject to consummation of the transaction contemplated by the merger agreement between Euronav and GNRT (the “GNRT Agreement”). Each party to the LOI has agreed to use its reasonable best efforts to satisfy the foregoing conditions. The Transaction is expected to close in the second quarter of 2018.

Euronav has agreed to facilitate the Company’s due diligence process and has also agreed to an exclusivity undertaking whereby it will not and will cause GNRT not to directly or indirectly solicit or accept other inquiries, offers, or bids to purchase any of the Vessels or enter into any other transaction which would reasonably be expected to interfere with the Transaction.

The LOI obligates Euronav to pay the Company a break-up fee equal to $5 million if the LOI is terminated in certain circumstances, but only in situations where either the GNRT Agreement has been terminated, provided Euronav has received a break-up fee under the GNRT Agreement or the merger has been consummated but the Transaction has not.

Either party is permitted to terminate the LOI on or after March 31, 2018 if the parties have not entered into a definitive stock purchase agreement by such date and the party terminating the LOI is not otherwise in breach thereof.

This report contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the Securities and Exchange Commission (“SEC”), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the Company’s plans to acquire new vessels (including the financing of any such acquisition), issue dividends, its prospects, including statements regarding trends in the tanker markets, possibilities of strategic alliances, investments and consolidation, and share repurchases. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for the Company and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

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.