International Seaways Reports Equity Sales
Ticker: INSW · Form: 8-K · Filed: May 15, 2024 · CIK: 1679049
Sentiment: neutral
Topics: equity-sale, disclosure
Related Tickers: INSW
TL;DR
INSW filed an 8-K for unregistered equity sales on 5/13.
AI Summary
International Seaways, Inc. filed an 8-K on May 15, 2024, reporting on unregistered sales of equity securities and other events. The filing details transactions related to common stock and rights, with the earliest event reported on May 13, 2024. The company is incorporated in the Marshall Islands and its fiscal year ends on December 31.
Why It Matters
This filing provides insight into recent equity transactions by International Seaways, Inc., which could impact share structure and investor holdings.
Risk Assessment
Risk Level: low — The filing is a routine disclosure of equity transactions and does not indicate significant operational or financial distress.
Key Players & Entities
- International Seaways, Inc. (company) — Registrant
- May 15, 2024 (date) — Date of Report
- May 13, 2024 (date) — Date of earliest event reported
- Marshall Islands (jurisdiction) — State of incorporation
FAQ
What specific type of unregistered equity securities were sold?
The filing mentions 'Common Stock' and 'Rights common stock' as members related to the transactions, but does not specify the exact nature or terms of the unregistered sales.
What was the purpose of these unregistered equity sales?
The filing does not explicitly state the purpose for the unregistered sales of equity securities.
When did the earliest reported event related to these equity sales occur?
The earliest event reported in this filing occurred on May 13, 2024.
What is International Seaways, Inc.'s fiscal year end?
International Seaways, Inc.'s fiscal year ends on December 31.
What is the Commission File Number for International Seaways, Inc.?
The Commission File Number for International Seaways, Inc. is 1-37836-1.
Filing Stats: 822 words · 3 min read · ~3 pages · Grade level 10.4 · Accepted 2024-05-15 16:33:21
Key Financial Figures
- $232 m — ggregate consideration of approximately $232 million, payable 85% in cash and 15% in s
Filing Documents
- tm2414534d1_8k.htm (8-K) — 36KB
- tm2414534d1_ex5-1.htm (EX-5.1) — 10KB
- tm2414534d1_ex5-2.htm (EX-5.2) — 13KB
- tm2414534d1_ex5-2img001.jpg (GRAPHIC) — 63KB
- tm2414534d1_ex5-2img002.jpg (GRAPHIC) — 6KB
- 0001104659-24-061988.txt ( ) — 379KB
- insw-20240513.xsd (EX-101.SCH) — 3KB
- insw-20240513_def.xml (EX-101.DEF) — 26KB
- insw-20240513_lab.xml (EX-101.LAB) — 36KB
- insw-20240513_pre.xml (EX-101.PRE) — 25KB
- tm2414534d1_8k_htm.xml (XML) — 5KB
02
Item 3.02 Unregistered Sales of Equity Securities The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 as if fully set forth herein. Section 8 - Other Events
01
Item 8.01 Other Events As previously disclosed, on February 23, 2024, International Seaways, Inc. (the "Company") entered into agreements to acquire two 2014-built and four 2015-built MR Product Carriers for an aggregate consideration of approximately $232 million, payable 85% in cash and 15% in shares of common stock of the Company. Each of the six vessel purchases is subject to satisfaction of closing conditions customary for vessel purchases, and the vessels are expected to be delivered to the Company by the end of the second quarter of 2024. On May 13, 2024, the Company acquired one of the aforementioned Product Carriers for a combination of cash and 102,677 shares of common stock of the Company, which, pursuant to the Registration Rights Agreement dated as of February 23, 2024 between the Company and Wayzata Opportunities Fund III, L.P., were issued as a private placement to an accredited investor and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. The shares of common stock issued by the Company were subsequently registered for resale with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-3 (File Number: 333-278975) (the "Registration Statement"), dated April 29, 2024, containing a Prospectus, dated April 29, 2024, as supplemented by a Prospectus Supplement, dated May 15, 2024. This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents as exhibits hereto as exhibits to the Registration Statement in connection with the registration for resale of certain shares of common stock of the Company, and such exhibits are hereby incorporated by reference into the Registration Statement.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 5.1 Opinion of Reeder & Simpson, P.C. 5.2 Opinion of Cleary Gottlieb Steen & Hamilton LLP 23.1 Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1) 23.2 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNATIONAL SEAWAYS, INC. (Registrant) Date: May 15, 2024 By: /s/ James D. Small III Name: James D. Small III Title: Chief Administrative Officer, Senior Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Reeder & Simpson, P.C. 5.2 Opinion of Cleary Gottlieb Steen & Hamilton LLP 23.1 Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1) 23.2 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)