International Seaways, Inc. (NYSE:INSW) Files An 8-K Entry into a Material Definitive Agreement

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

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On May 31, 2018, International Seaways, Inc. (the “Company”) completed a registered public offering of $25 million aggregate principal amount of its 8.50% senior unsecured notes due 2023 (the “Notes”), which resulted in aggregate net proceeds to the Company of approximately $23.480 million, after deducting commissions and estimated expenses. The Company intends to use the net proceeds to fund the Euronav transaction, to repay a portion of its outstanding credit facility and for general corporate purposes.

The Company issued the Notes under an indenture dated as of May 31, 2018 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 31, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on June 30, 2023 and bear interest at a rate of 8.50% per annum. Interest on the Notes will be payable in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2018. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. The terms of the Indenture, among other things, limit the Company’s ability to merge, consolidate or sell assets.

The Company may redeem the Notes at its option, in whole or in part, at any time on or after June 30, 2020 at a redemption price equal to 50% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if the Company undergoes a Change of Control (as defined in the Indenture) the Company may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), to, but excluding, the repurchase date.

The Indenture contains certain restrictive covenants, including covenants that, subject to certain exceptions and qualifications, restrict our ability to make certain payments if a default under the Indenture has occurred and is continuing or will result therefrom and require us to limit the amount of debt we incur, maintain a certain minimum net worth and provide certain reports. The Indenture also provides for certain customary events of default (subject, in certain cases, to receipt of notice of default and/or customary grace or cure periods).

The foregoing is only a summary of certain provisions and is qualified in its entirety by the terms of the Base Indenture and the First Supplemental Indenture, copies of which are filed herewith as Exhibits 4.1 and 4.2.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 is incorporated by reference into this Item 2.03.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The following exhibits are incorporated by reference into the Registration Statement on Form S-3 (File No. 333-224313) as exhibits thereto and are filed as part of this Current Report:

Exhibit No. Description
1.1 Underwriting Agreement dated May 24, 2018 among International Seaways, Inc. and Company and Morgan Stanley & Co. LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several Underwriters listed on ScheduleII thereof.
4.1 Indenture, dated May 31, 2018, between International Seaways, Inc. and The Bank of New York Mellon, as trustee.
4.2 First Supplemental Indenture, dated May 31, 2018, between International Seaways, Inc. and The Bank of New York Mellon, as trustee.
5.1 Opinion and consent of Reeder & Simpson, P.C.
5.2 Opinion and consent of Cleary Gottlieb Steen & Hamilton LLP.
23.1 Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1 hereto).
23.2 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2 hereto).

International Seaways, Inc. Exhibit
EX-1.1 2 tv495515_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1    Execution Version   INTERNATIONAL SEAWAYS,…
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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.

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