International Seaways, Inc. (NYSE:INSW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
amendment of Seaways' existing term loan credit facility as required to consummate the Transaction, on terms and conditions reasonably acceptable to Seaways;
accuracy in all material respects of the representations and warranties, and compliance in all material respects with the covenants and agreements, made by Seller and Euronav in the Agreement;
receipt of any required regulatory approvals and third-party consents and approvals; and
other customary closing conditions
Each party to the Agreement has agreed to use its reasonable best efforts to satisfy the foregoing conditions. The Agreement also contains specified representations, warranties, and indemnification provisions of the parties customary for transactions of this type.
Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the Agreement, the Transaction is expected to close in the second quarter of 2018.
The Agreement contains certain termination rights for the parties thereto in specified circumstances, including: (a)termination of the GNRT Agreement in accordance with its terms; (b) by either party for certain breaches of the Agreement that are not cured; (c)by either party if the Transaction would violate any non-appealable final order, decree or judgment of any governmental authority permanently enjoining the Transaction; or (d)by either party if the Transaction is not consummated on or before June 30, 2018, provided that at such time the party seeking to terminate is not then in material breach of its obligations under the Agreement. The Agreement can also be terminated by mutual agreement of the parties. The Agreement obligates Euronav to pay Seaways a break-up fee equal to $5 million if the Agreement 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 Euronav's acquisition of GNRT has been consummated but the Transaction has not.
If Seaways is unable to receive necessary consents from its lenders with respect to the Transaction, Seaways has agreed, if Euronav so elects, to purchase the Vessels and their respective special purpose vehicles for the same purchase price (and may or may not assume the debt related to the Vessels), following which Euronav is expected to repurchase two of the 2016-built Vessels from Seaways for aggregate consideration of $143 million. Any such repurchase may also involve prepayment of all or part ofthe outstanding debt obligations associated with the Vessels and would be subject to certain other conditions, including definitive documentation.
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.