International Seaways Files 8-K
Ticker: INSW · Form: 8-K · Filed: May 30, 2024 · CIK: 1679049
Sentiment: neutral
Topics: filing, equity-securities, financials
Related Tickers: INSW
TL;DR
INSW filed an 8-K on 5/30, check for equity sales & financial updates.
AI Summary
International Seaways, Inc. filed an 8-K on May 30, 2024, reporting on unregistered sales of equity securities, other events, and financial statements. The filing details the company's corporate structure and business address in New York.
Why It Matters
This filing provides updates on the company's financial and operational status, including any unregistered equity sales, which can impact share structure and investor holdings.
Risk Assessment
Risk Level: low — This is a routine filing reporting on corporate events and financial statements, not indicating immediate operational or financial distress.
Key Players & Entities
- International Seaways, Inc. (company) — Registrant
- 0001104659-24-066683 (filing_id) — Accession Number
- May 30, 2024 (date) — Date of Report
- 600 Third Avenue, 39th Floor New York, New York 10016 (address) — Business Address
FAQ
What specific event triggered the 'Unregistered Sales of Equity Securities' item?
The filing does not specify the exact event or details of the unregistered sales of equity securities, only that it is an item being reported.
What are the 'Other Events' mentioned in the filing?
The filing lists 'Other Events' as an item information category but does not provide specific details within the provided text.
What is the significance of the 'Financial Statements and Exhibits' item?
This indicates that financial statements and supporting exhibits are included as part of the filing, providing a snapshot of the company's financial health.
When was International Seaways, Inc. incorporated or organized?
The filing states the company is incorporated or organized in the Marshall Islands.
What is the IRS Employer Identification Number for International Seaways, Inc.?
The IRS Employer Identification Number for International Seaways, Inc. is 98-0467117.
Filing Stats: 818 words · 3 min read · ~3 pages · Grade level 10.4 · Accepted 2024-05-30 16:33:29
Key Financial Figures
- $232 m — ggregate consideration of approximately $232 million, payable 85% in cash and 15% in s
Filing Documents
- tm2415868d1_8k.htm (8-K) — 36KB
- tm2415868d1_ex5-1.htm (EX-5.1) — 9KB
- tm2415868d1_ex5-2.htm (EX-5.2) — 12KB
- tm2415868d1_ex5-2img001.jpg (GRAPHIC) — 65KB
- tm2415868d1_ex5-2img002.jpg (GRAPHIC) — 6KB
- 0001104659-24-066683.txt ( ) — 379KB
- insw-20240530.xsd (EX-101.SCH) — 3KB
- insw-20240530_def.xml (EX-101.DEF) — 26KB
- insw-20240530_lab.xml (EX-101.LAB) — 36KB
- insw-20240530_pre.xml (EX-101.PRE) — 25KB
- tm2415868d1_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 30, 2024, the Company acquired the last of the aforementioned Product Carriers for a combination of cash and 93,883 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 30, 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 30, 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)