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

 

                            March 26, 2025 (March 21, 2025)                            

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 1 – Registrant’s Business and Operations

 

Item 1.01

Entry Into a Material Definitive Agreement.

  

On March 21, 2025, two subsidiaries of International Seaways, Inc. (the “Company”) entered into a joinder agreement (the “Agreement”) to that certain Credit Agreement dated as of May 22, 2022 (as amended by the First Amendment to the Credit Agreement, dated as of March 10, 2023, the Second Amendment to the Credit Agreement, dated as of April 26, 2024, and as further amended and/or restated, the “$500 Million RCF”) among the Company, International Seaways Operating Corporation (the “Borrower”), the subsidiary guarantors, Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder. Pursuant to the Agreement, such subsidiaries agreed to be bound as subsidiary guarantors under the $500 Million RCF and related loan documents and also agreed to pledge as collateral two MR tankers (with each subsidiary pledging the single MR tanker owned by it). These vessels comprise Substitution Vessels (as defined in the Credit Agreement) that replace a collateral vessel previously sold (and announced) in the first quarter of 2025.

 

The description of the Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text thereof, a copy of which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

  

(d)

Exhibits

 

Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

 

Exhibit No.		Description
10.1		Joinder Agreement dated March 21, 2025 by each of Alpha Seaways MR Tanker Corporation and Delta Seaways MR Tanker Corporation to the $500 RCF among the Registrant, the Borrower, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as collateral agent and security trustee for the Secured Parties.
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: March 26, 2025	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
10.1	Joinder Agreement dated March 21, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 

Exhibit 10.1

 

EXECUTION VERSION

 

JOINDER AGREEMENT

 

 

International Seaways, Inc.

International Seaways Operating Corporation

600 Third Avenue, 39^th Floor

New York, NY 10016

 

March 21, 2025

 

Ladies and Gentlemen:

 

Reference is made to that certain Credit Agreement, dated as of May 20, 2022 (as amended by the First Amendment to Credit Agreement, dated as of March 10, 2023, the Second Amendment to Credit Agreement, dated as of April 26, 2024, and as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among International Seaways, Inc., a Marshall Island corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent and Security Trustee. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

 

This joinder agreement (this “Joinder Agreement”) supplements the Credit Agreement and is delivered by the undersigned (each a “Joining Party” and, together, the “Joining Parties”), pursuant to Section 5.15 of the Credit Agreement.

 

Each Joining Party hereby agrees that upon the execution hereof to be bound as a Subsidiary Guarantor by all of the terms, covenants, obligations, liabilities and conditions set forth in the Credit Agreement and the other Loan Documents to the same extent that it would have been bound if it had been a signatory to the Credit Agreement and the other Loan Documents on the execution date or dates of the Credit Agreement and such other Loan Documents. Without limiting the generality of the foregoing, and in furtherance thereof, each Joining Party, jointly and severally, hereby guarantees, as a primary obligor and not a surety, to each Secured Party and their respective successors and assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the Guaranteed Obligations. The Joining Parties hereby represent and warrant that the representations and warranties set forth in Article III of the Credit Agreement and each of the other Loan Documents and applicable to the undersigned are true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the date hereof with the same effect as though made on and as of this date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date).

 

Schedule A, Collateral Vessels and Schedule B, Subsidiary Guarantors, attached hereto supplement Schedule 1.01(a), Part 2 and Schedule 1.01(h), respectively, of the Credit Agreement and shall be deemed a part thereof for all purposes of the Credit Agreement. Each Joining Party hereby certifies, as of the date first written above, that the schedules attached hereto are complete and accurate and include all of the information required to be scheduled for them pursuant to the Credit Agreement.

 

 

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by the different parties hereto on separate counterparts, all of which shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Joinder Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.

 

This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Joining Party may assign or otherwise transfer any of its respective rights or obligations hereunder, except as permitted by the Credit Agreement and any other Loan Documents.

 

THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

The provisions of Sections 11.06, 11.07, 11.09(b), 11.09(c), 11.09(d), 11.10 and 11.12 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

 

From and after the execution and delivery hereof by the parties hereto, this Joinder Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  

 

[Remainder of this page intentionally left blank]

 

 

IN WITNESS WHEREOF, each Joining Party has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

  

	ALPHA SEAWAYS MR TANKER CORPORATION
	By:	/s/ James D. Small III
	Name:	James D. Small III
	Title:	Vice President and Secretary
	DELTA SEAWAYS MR TANKER CORPORATION
	By:	/s/ James D. Small III
	Name:	James D. Small III
	Title:	Vice President and Secretary

 

 

[Signature Page to Joinder Agreement to INSW $750M Credit Agreement]

  

 

AGREED TO AND ACCEPTED: 

 

NORDEA BANK ABP, NEW YORK BRANCH,
as Administrative Agent and Collateral Agent
By:	/s/ Erik Havnvik
Name:	Erik Havnvik
Title:	Managing Director
By:	/s/ Anna Cecilie Ribe
Name:	Anna Cecilie Ribe
Title:	Associate

  

 

[Signature Page to Joinder Agreement to INSW $750M Credit Agreement]

 

 

Schedules to the Joinder Agreement

 

Table of Contents

 

Schedule A -- Collateral Vessels

Schedule B -- Subsidiary Guarantors

 

 

Schedule A - Collateral Vessels

 

	Vessel	Documented Owner	Official Number	Flag	IMO Number	Built Date (yyyy)
1.	Seaways Wheat	Alpha Seaways MR Tanker Corporation	6177	Marshall Islands	9681168	2015
2.	Seaways Watch Hill	Delta Seaways MR Tanker Corporation	6178	Marshall Islands	9681170	2015

  

 

Schedule B - Subsidiary Guarantors

 

1. Alpha Seaways MR Tanker Corporation

2. Delta Seaways MR Tanker Corporation

  

v3.25.1

Cover	Mar. 21, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 21, 2025
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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