International Seaways, Inc. (NYSE:INSW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 9, 2019, International Seaways, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Evercore Group L.L.C. and Jefferies LLC, as sales agents (the “Sales Agents”), to issue and sell through or to the Sales Agents, from time to time, shares of its Common Stock, no par value (the “Common Stock”), in “at the market” offerings having an aggregate gross sales price of up to $25,000,000. Each Sales Agent will receive from the Company a commission of 3.0% of the gross sales price of all common shares sold through it as sales agent under the Distribution Agreement on up to aggregate gross proceeds of $12,500,000 of common shares sold under the Distribution Agreement and a commission of 2.25% of the gross sales price of all common shares sold through it as sales agent under the Distribution Agreement in excess of aggregate gross proceeds of $12,500,000 of common shares sold under the Distribution Agreement.
As of the date hereof, the Company has neither sold nor undertaken to sell any shares to the Distribution Agreement. Sales of shares of Common Stock made to the Distribution Agreement, if any, will be made to the Company’s shelf registration statement on Form S-3 (File No. 333-227915) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”); the base prospectus, dated November 6, 2018; and the prospectus supplement, dated January 9, 2019 (collectively with the base prospectus, the “Prospectus”).
The sale of shares under the Distribution Agreement (if any), through or to the Sales Agents, will be through transactions deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933 (the “Securities Act”), on or through the facilities of the New York Stock Exchange (the “NYSE”), on any other existing trading market for the shares or to or through a market maker, by any other method permitted by law, including, without limitation, privately negotiated transactions at prices prevailing in the market at the time of sale or as otherwise agreed with the Sales Agents to the Distribution Agreement. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
The Company made certain customary representations, warranties and covenants concerning the Company and the Common Stock in the Distribution Agreement and agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. The Company has also agreed to reimburse the Sales Agents for certain expenses in certain circumstances, including fees and disbursements related to their legal counsel, in an amount not to exceed $80,000.
The Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement. The opinion of the Company’s counsel regarding the validity of the shares that will be issued to the Distribution Agreement and the Prospectus is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Section 9 – Financial Statements and Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
(d) Exhibits
International Seaways, Inc. Exhibit
EX-1.1 2 tv511039_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 INTERNATIONAL SEAWAYS,…
To view the full exhibit click here
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.
