false
0001679049
true
0001679049
2025-09-23
2025-09-23
0001679049
us-gaap:CommonStockMember
2025-09-23
2025-09-23
0001679049
insw:RightscommonstockMember
2025-09-23
2025-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
September 26, 2025 (September 23, 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 September 23, 2025, International
Seaways, Inc. (the “Company”) issued $250 million aggregate principal amount of 7.125% senior unsecured bonds
due 2030 (the “2030 Bonds”), at an issue price of 100%.
The 2030 Bonds bear interest at
the rate of 7.125% per year and will mature on September 23, 2030 (unless earlier redeemed or repurchased). Interest will be paid semi-annually
in arrears on March 23 and September 23 each year, commencing March 23, 2026 (and subject to business day conventions). The 2030 Bonds
are senior unsecured obligations of the Company and will be equal in right of payment with all of the Company’s existing and future
senior unsecured indebtedness. The 2030 Bonds have a denomination of $125,000, and application will be made to list the 2030 Bonds on
the Oslo Stock Exchange.
The 2030 Bonds include customary
representations, warranties, restrictions and covenants applicable to the Company and certain of its subsidiaries. These include financial
covenants that are generally consistent with existing financial covenants in the Company’s revolving credit facilities and require
the Company (i) to maintain a minimum free liquidity level of the greater of $50 million and 5% of the Company’s total indebtedness;
(ii) to ensure the Company’s and its consolidated subsidiaries’ ratio of net indebtedness to consolidated total capitalization
is less than 0.65 to 1.00 at any time; (iii) to ensure that current assets exceed current liabilities (defined to exclude the portion of
consolidated indebtedness maturing within 12 months of the determination date) and (iv) to have a minimum level of free liquidity in order
to make permitted distributions. The 2030 Bonds also contain certain restrictions on distributions, mergers, consolidations and transfers
of substantially all of the Company’s assets.
Upon the occurrence of specified
put option events (a change of control or a share delisting event), the Company is required to offer to repurchase the 2030 Bonds at 101%
of the principal amount, plus accrued and unpaid interest to the purchase date. In addition, the Company may redeem all of the outstanding
2030 Bonds at its option at a redemption price equal to 100% of the principal amount redeemed if, as a result of a change in applicable
law implemented after September 17, 2025 or any decision by any applicable taxing authority made after that date, the Company is or will
be required to gross up its payments of interest on the 2030 Bonds to compensate for a withholding tax. Furthermore, on or prior to the
interest payment date in March 2028, the Company may redeem the 2030 Bonds at its option (in whole at any time or in part from time to
time) at a redemption price equal to 100% of the principal amount of the 2030 Bonds redeemed, plus a “make whole” premium
and accrued and unpaid interest and, thereafter, may redeem the 2030 Bonds at its option (in whole at any time or in part from time to
time) at a redemption price that steps down over time from 103.5625% of the principal amount of the 2030 Bonds to be redeemed (plus accrued
and unpaid interest) to 100% of the principal amount (plus accrued and unpaid interest) on or after the interest payment date in March
2030.
The 2030 Bonds also set out certain
events of default after which they may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency
events of default after which the 2030 Bonds become automatically due and payable.
The Company will use the net proceeds
from the 2030 Bonds to finance the repurchase of six VLCCs pursuant to the terms of an existing lease financing arrangement (for which
the Company has tendered irrevocable notice of its intention to exercise purchase options in November 2025) and for general corporate
purposes.
The 2030 Bonds were offered outside
the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”) and in
the United States and its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A
under the Securities Act in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D promulgated thereunder. The 2030 Bonds were not, and will not be, registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
Section
2 – Financial Information
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
The information included in Item
1.01 is incorporated by reference into this Item 2.03.
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: September 26, 2025 |
By |
|
/s/ James
D. Small III |
| |
|
Name: |
James D. Small III |
| Title: |
Chief Administrative Officer, Senior Vice President, Secretary
and General Counsel |
