INSW International Seaways Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

May 9, 2024 (May 7, 2024)

Date of Report (Date of earliest event reported)

 

International Seaways, Inc.

(Exact Name of Registrant as Specified in Charter)

 

1-37836-1

Commission File Number

 

Marshall Islands		98-0467117
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

600 Third Avenue, 39th Floor

New York, New York 10016

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code (212) 578-1600

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  

 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Symbol	Name of each exchange on which registered
Common Stock (no par value)	INSW	New York Stock Exchange
Rights to Purchase Common Stock	N/A true	New York Stock Exchange

 

 

Section 3 – Securities and Trading Markets

 

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

 

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 7 and May 9, 2024, the Company acquired two of the aforementioned Product Carriers for a combination of cash and 210,130 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 9, 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.

 

Item 9.01

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

 

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 9, 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)

 

 

Exhibit 5.1

 

REEDER & SIMPSON, P.C.

ATTORNEYS AT LAW

 

P.O. Box 601		RMI Tel.: +692-455-0560
RRE Commercial Center		Honolulu Tel.: 808-352-0749
Majuro, MH 96960		Email: dreeder.rmi@gmail.com

 

International Seaways, Inc.

600 Third Avenue, 39th Floor

New York, New York 10016

 

May 9, 2024

 

Re: International Seaways, Inc. (the “Company”)

 

Ladies and Gentlemen:

 

We have acted as special Republic of the Marshall Islands (the “RMI”), counsel to International Seaways, Inc. (the “Company”), a corporation organized under the laws of the RMI, in connection with the resale, from time to time, of the aggregate principal amount of 210,130 shares of the Company’s Common Stock, no par value (the “Common Stock” or “Securities”) by Wayzata Opportunities Fund III, L.P., including the prospectus dated April 29, 2024 (the “Base Prospectus”), and the prospectus supplement dated May 9, 2024 ( the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”).

 

We have examined originals or electronic copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Prospectus and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, officers of the Company and others.

 

Based upon and subject to the foregoing and to the qualifications and limitations hereafter expressed, and having regard to legal considerations we deem relevant, we are of the opinion that:

 

1.            The Company is a non-resident domestic corporation duly incorporated, validly existing and registered under the laws of the RMI and is in good standing under the laws of the RMI.

 

2.            The Securities are validly issued, fully paid and non-assessable.

 

We have assumed that after the issuance of Common Stock offered pursuant to the Registration Statement, as amended or supplemented, the total number of shares of Common Stock outstanding did not exceed the total number authorized under the Company’s Articles of Incorporation then in effect.

 

 

This opinion is limited to the laws of the RMI as in effect on the date hereof.

 

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated May 9, 2024, and to each reference to us and the discussions of advice provided by us under the headings “Legal Matters” in the Prospectus and in any prospectus supplement related thereto, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.

 

Sincerely,

 

/s/ Dennis J. Reeder
Reeder & Simpson P.C.
Dennis J. Reeder

 

 

Exhibit 5.2

 

 

May 9, 2024

 

International Seaways, Inc.
600 Third Avenue, 39^th Floor
New York, New York 10016

 

We have acted as special counsel to International Seaways, Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), in connection with the resale, from time to time, of 210,130 shares of its Common Stock, no par value (the “Common Stock”), by Wayzata Opportunities Fund III, L.P., and the related Rights to Purchase Common Stock (the “Rights”) issued pursuant to the Amended and Restated Rights Agreement, dated as of April 11, 2023 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A. (the “Rights Agent”) to be sold pursuant to the Company’s registration statement on Form S-3 (No. 333-278975). Such registration statement, as amended as of its most recent effective date (May 9, 2024), insofar as it relates to the Common Stock and the Rights (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), including the documents incorporated by reference therein, is herein called the “Registration Statement;” the related prospectus dated April 29, 2024, included in the Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Base Prospectus;” and the related prospectus supplement dated May 9, 2024, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Prospectus Supplement.” The Base Prospectus and the Prospectus Supplement together are herein called the “Final Prospectus.”

 

In arriving at the opinion expressed below, we have reviewed the following documents:

 

(a)

the Registration Statement;

 

(b)

the Final Prospectus;

 

(c)

a copy of the Rights Agreement;

 

International Seaways, Inc., p. 2

 

(d)

a certificate of the corporate secretary of the Company dated the date hereof; and

 

(e)

copies of the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws certified by the corporate secretary of the Company, respectively.

 

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

 

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

 

Based on the foregoing, and subject to the further qualifications set forth below, it is our opinion that the Rights associated with the shares of Common Stock registered by the Registration Statement have been validly issued.

 

Insofar as the foregoing opinion relates to the valid issuance of the Rights, (a) our opinion addresses the corporate procedures used in connection with the issuance of the Rights associated with shares of Common Stock, and not any particular provision of the Rights or the Rights Agreement, and it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating such rights in their entirety; (b) our opinion does not address whether a court of competent jurisdiction may require the Company’s board of directors (the “Board”) to redeem, terminate or take any other action with respect to the Rights or the Rights Agreement in the future based on the facts and circumstances then existing; and (c) we have assumed that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent and that members of the Board have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Rights Agreement.

 

The foregoing opinion is limited to the law of the State of New York.

 

International Seaways, Inc., p. 3

 

We hereby consent to the use of our name in the Final Prospectus under the heading “Legal Matters,” this opinion as Exhibit 5.2 to the Company’s Current Report on Form 8-K, dated May 9, 2024. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

 

 

	Very truly yours,
	CLEARY GOTTLIEB STEEN & HAMILTON LLP
	By	/s/ Jeffrey D. Karpf
		Jeffrey D. Karpf, a Partner

 

 

 

 

v3.24.1.u1

Cover	May 07, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity File Number	1-37836-1
Entity Registrant Name	International Seaways, Inc.
Entity Central Index Key	0001679049
Entity Tax Identification Number	98-0467117
Entity Incorporation, State or Country Code	1T
Entity Address, Address Line One	600 Third Avenue
Entity Address, Address Line Two	39th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	578-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock (no par value)
Trading Symbol	INSW
Security Exchange Name	NYSE
Rightscommonstock [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights to Purchase Common Stock
No Trading Symbol Flag	true
Security Exchange Name	NYSE

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