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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
October 16, 2026
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 |
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Exchange and Support Agreements
On October 16, 2026, International Seaways, Inc., a corporation
formed under the laws of the Republic of the Marshall Islands (“Parent”), and International Seaways Operating Corporation
Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and direct wholly owned subsidiary of Parent, entered
into Exchange and Support Agreements (each, an “Exchange Agreement”) with certain shareholders of Bruton Limited, an
exempted company limited by shares incorporated under the laws of Bermuda (“Bruton” and, such exchanging Bruton shareholders,
the “Exchanging Holders”), collectively holding Norwegian depositary receipts (“NDRs”) representing
approximately 50.5% of Bruton’s outstanding common shares, $0.10 par value per share (the “Bruton Common Shares”).
Pursuant to the Exchange Agreements, each Exchanging Holder has agreed, among other things, to exchange each of the Bruton Common Shares
underlying its NDRs for 0.05190 shares of Parent common stock, no par value per share (the “Parent Common Stock,” and
such exchange ratio the “Per Share Stock Consideration”) in a private transaction (collectively, the “Exchanges”),
to attend a shareholder meeting of Bruton pertaining to the Merger (defined and described below) and to vote the Bruton Common Shares
subject to its Exchange Agreement in favor of the Merger.
The completion of the Exchanges is not subject to any conditions
to closing, other than execution and public announcement of the Transaction Agreement (defined and described below), which have been satisfied.
The Exchanges are expected to close on or about October 20, 2026.
Transaction Agreement
Also on October 16, 2026, Parent, Bravo Ltd., an exempted
company limited by shares incorporated under the laws of Bermuda and indirect wholly owned subsidiary of Parent (“Merger Sub”),
and Bruton entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which, upon the consummation
of the transactions contemplated therein, Merger Sub will merge with and into Bruton, with Bruton surviving the merger as an indirect
wholly owned subsidiary of Parent (the “Merger”).
The Transaction Agreement provides, among other things, that
(i) each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of more than 10,000 Bruton Common
Shares will be converted into the right to receive the Per Share Stock Consideration, and cash in lieu of any fractional shares of Parent
Common Stock, and (ii) each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of 10,000 or fewer Bruton
Common Shares will receive cash consideration of $6.3044 per share.
The consummation of the Merger is subject to customary closing
conditions, including approval of the Merger by Bruton’s shareholders, the absence of any applicable law, order, injunction, decree
or other requirement preventing the consummation of the Merger and approval for listing of the shares of Parent Common Stock to be issued
in the Merger on the New York Stock Exchange, subject to the completion of the Merger and official notice of issuance. The Transaction
Agreement contains customary representations and warranties for stock-for-stock transactions, covenants governing business operations
pending the completion of the Merger, non-solicitation obligations and other customary covenants, as well as customary termination rights,
including if the Merger has not been consummated on or before November 15, 2026 or upon an uncured material breach by the other party.
Bruton is expected to hold its special general meeting of
shareholders to vote on the proposed Merger on or about October 30, 2026. Subject to the satisfaction of customary conditions to
closing, the Merger is expected to close promptly following the Bruton special general meeting of shareholders.
Statutory Merger Agreement
As contemplated by the Transaction Agreement, on October
16, 2026, the parties also entered into a Statutory Merger Agreement under Bermuda law (the “Statutory Merger Agreement”)
to effect the Merger under Bermuda law.
The foregoing description of the Exchange Agreements, the
Transaction Agreement and the Statutory Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such documents, copies or a form of which are filed as Exhibits 2.1, 2.2 and 2.3, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
The issuances of shares of Parent Common Stock in the transactions
contemplated by the Transaction Agreement and the Exchange Agreements (collectively, the “Transactions”) will be exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The shares of
Parent Common Stock issued in the Exchanges will be issued in a private placement in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act, and the shares of Parent Common Stock issued in the Merger will be issued in reliance upon the
exemption from registration provided by Rule 802 under the Securities Act.
| Item 7.01 |
Regulation FD Disclosure. |
The following information, including Exhibit 99.1 to this
Current Report, is being furnished pursuant to Item 7.01 — Regulation FD Disclosure of Form 8-K. This information is not deemed
to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any Securities Act registration statements.
On October 16, 2026, Parent issued a press release announcing
the Transactions, which press release also includes certain preliminary operating results of Parent for the third quarter of 2026. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Important Information Regarding the Transactions
The proposed Merger involves the acquisition of the securities of a
non-U.S. company (Bruton). The Merger is subject to disclosure and procedural requirements of foreign countries that are different from
those of the United States. You should be aware that Parent will acquire Bruton Common Shares in the Exchanges and may also purchase securities
otherwise than pursuant to the Merger, such as in open market or privately negotiated purchases.
As noted above, issuance of shares of Parent Common Stock in the Merger
will be made in reliance on an exemption from the registration requirements of the Securities Act, pursuant to Rule 802 thereunder. In
accordance with this exemption, with respect to the new shares of Parent Common Stock to be issued in the Merger, Parent will furnish
to the U.S. Securities and Exchange Commission (the “SEC”) on Form CB any informational document it publishes or otherwise
disseminates to holders of Bruton Common Shares in connection with the Merger.
Investors
and holders of Bruton Common Shares are urged to read the Form CB, informational documents and all other relevant documents furnished
to the SEC in connection with the Merger, as well as any amendments or supplements to those documents. You are able to obtain a free
copy of the Form CB and any other informational documents, as well as other related documents, at the SEC’s website (www.sec.gov).
The receipt of Parent Common Stock and/or cash consideration in connection
with the Transactions may be a taxable transaction for U.S. federal income tax purposes and under applicable state, local, foreign and
other tax laws. Shareholders are urged to consult their own tax advisors regarding the tax consequences of the Transactions.
Neither the SEC nor any U.S. state securities commission has approved
or disapproved the securities to be issued in connection with the Transactions, passed upon the merits or fairness of the Merger, or passed
upon the accuracy or adequacy of this Current Report. Any representation to the contrary is a criminal offense.
This Current Report shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities, or a solicitation of a proxy or consent of any securityholder , nor shall there be any
such offers, solicitations or sales in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This Current Report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding the proposed transactions between Parent and Bruton,
including the anticipated timing, structure, completion and benefits of the proposed transactions, as well as statements regarding Parent’s
preliminary financial results, expected operating performance, earnings, liquidity, market conditions and future opportunities, are forward-looking
statements.
Forward-looking statements are based on current expectations, estimates
and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied
by such statements. Factors that could cause actual results to differ materially include, among others, the failure to satisfy closing
conditions to the proposed transactions (including Bruton shareholder approval), the failure to realize anticipated benefits of the proposed
transactions, changes in tanker charter rates, vessel values, fuel prices, worldwide trading conditions, economic and geopolitical developments,
changes in applicable laws and regulations, the performance of counterparties and the other risks described in Parent’s filings
with the SEC.
Readers are cautioned not to place undue reliance on forward-looking
statements. Parent undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
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
exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K.
| Exhibit No. |
|
Description |
| 2.1* |
|
Form of Exchange and Support Agreement, dated October 16, 2026, by and among International Seaways, Inc., International Seaways Operating Corporation Ltd. and the Bruton Limited shareholders party thereto. |
| 2.2* |
|
Transaction Agreement, dated October 16, 2026, by and among International Seaways, Inc., Bravo Ltd. and Bruton Limited. |
| 2.3 |
|
Statutory Merger Agreement, dated October 16, 2026, by and among International Seaways, Inc., Bravo Ltd. and Bruton Limited. |
| 99.1 |
|
Press Release, dated October 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
|
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Parent agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request. |
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: October 16, 2026 |
By |
/s/ James D. Small III |
| |
|
Name: |
James D. Small III |
| |
|
Title: |
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
Exhibit 99.1
International Seaways Expands VLCC Fleet Through Strategic Combination
with Bruton Limited.
Agrees to Acquire 50.5% Interest Directly from Bruton Shareholders
Executes Transaction Agreement to Acquire Remaining Shares of Bruton
Limited by Merger
Announces Preliminary Third Quarter 2026 Results
NEW YORK--(BUSINESS WIRE)-- International Seaways, Inc. (NYSE: INSW)
(the “Company,” “Seaways,” or “INSW”), one of the largest tanker companies worldwide providing energy
transportation services for crude oil and petroleum products, today announced the execution of agreements to acquire Bruton Limited (OSL:
BRUT) (“Bruton”), in a series of transactions that values Bruton at approximately $370 million.
The transaction combines Bruton’s 4 VLCC vessels, including newbuildings,
with Seaways diversified fleet of approximately 70 vessels across both the crude and product segments.
Seaways has entered into exchange agreements with Bruton shareholders
holding approximately 50.5% of Bruton’s outstanding common shares, to immediately acquire those shares in exchange for 0.0519 INSW
shares for each Bruton share held (the “First-Step Exchange”). The First-Step Exchange transactions are expected to settle
on or about October 20, 2026.
Seaways has also entered into a definitive transaction agreement with
Bruton, pursuant to which Company will acquire all of the Bruton shares that remain outstanding following the completion of the First-Step
Exchange in a cash and stock merger (the “Merger” and, together with the First-Step Exchange, the “Transactions”).
Seaways expects to issue approximately 3.12 million INSW shares in the Transactions, representing approximately 96% of the aggregate consideration
payable in the Transactions, with the remainder settled in cash.
Bruton will hold a special meeting of shareholders on or about October
30, 2026, to vote on the proposed Merger. The Bruton shareholders party to the First-Step Exchange have agreed to vote their shares in
favor of the Merger. The Merger is expected to close promptly following the Bruton special meeting of shareholders, subject to the satisfaction
of other customary closing conditions. Additional details with respect to the structure of the Transactions will be included in the Company’s
current report on Form 8-K, expected to be filed today with the SEC.
Lois K. Zabrocky, International Seaways President and CEO commented,
“We're excited about the opportunity to expand and modernize our fleet through this accretive transaction with Bruton. The transaction
underscores our disciplined approach to growth. Following completion of the transaction, Seaways will remain well-positioned to continue
executing on our growth strategy, generating attractive returns and creating long-term value for our shareholders.”
Preliminary Third Quarter 2026 Results
The Company also today announced selected preliminary financial results
for the third quarter of 2026.
Based on information currently available, the Company expects:
| · | Shipping Revenues and Other Operating Revenues of approximately $480-$490 million |
| · | Net income of approximately $340-$350 million, which includes a gain on the sale of a 2012-built Suezmax of approximately $50 million |
| · | Total Liquidity was approximately $965 million as of September 30, 2026, including cash (and short-term investments) of $455 million
and $510 million of undrawn revolving credit capacity. |
Results for the third quarter were driven primarily by strong market
conditions that resulted in blended spot earnings of approximately $68,000 per day compared to $79,000 per day in the second quarter of
2026 and $29,000 per day in the third quarter of 2025. During the first three weeks of the fourth quarter, the Company has fixed blended
spot earnings of approximately $180,000 per day on about 37% of expected fourth quarter revenue days. Blended spot earnings exclude revenues
associated with profit-share components of the Company’s time charters.
These preliminary results are based on management's initial review
of operations for the quarter and are subject to completion of the Company's financial closing procedures. Actual results may differ from
these preliminary estimates and will be reported in the Company's full earnings release on November 5, 2026.
Advisors
Moelis & Company LLC and Clarksons Securities AS acted as financial
advisors, and Wachtell, Lipton, Rosen & Katz, Schjødt and Carey Olsen acted as legal advisors, to Seaways. Morgan Stanley &
Co. LLC and Pareto Securities AS acted as financial advisors, and Ro Sommernes and Conyers Dill & Pearman LLP acted as legal advisors,
to Bruton.
Important Information Regarding the Transactions
The proposed Merger involves the acquisition of the securities of a
non-U.S. company (Bruton, a Bermuda company whose securities are admitted to trading on Euronext Growth Oslo). The Merger is subject to
disclosure and procedural requirements of foreign countries that are different from those of the United States. You should be aware that
Seaways will acquire Bruton shares in the First-Step Exchange and may also purchase securities otherwise than pursuant to the Merger,
such as in open market or privately negotiated purchases.
The issuance of Seaways shares in the Merger will be made in reliance
on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Rule 802 thereunder. In accordance with this exemption, with respect to the new Seaways shares to be issued in the Merger,
Seaways will furnish to the U.S. Securities and Exchange Commission (the “SEC”) on Form CB any informational document it publishes
or otherwise disseminates to holders of Bruton shares in connection with the Merger.
Investors and holders of Bruton shares are urged to read the Form
CB, information documents and all other relevant documents furnished with the SEC in connection with the Merger, as well as any amendments
or supplements to those documents. You are able to obtain a free copy of the Form CB and any other informational documents, as well as
other related documents, at the SEC’s website (www.sec.gov).
The receipt of the Seaways common stock and/or cash consideration in
connection with the Transactions may be a taxable transaction for U.S. federal income tax purposes and under applicable state, local,
foreign and other tax laws. Shareholders are urged to consult their own tax advisors regarding the tax consequences of the transactions.
Neither the SEC nor any U.S. state securities commission has approved
or disapproved the securities to be issued in connection with the Transactions, passed upon the merits or fairness of the Merger, or passed
upon the accuracy or adequacy of this press release. Any representation to the contrary is a criminal offense.
This press release shall not constitute an offer to purchase or a solicitation
of an offer to sell any securities, or a solicitation of a proxy or consent of any securityholder of any person in any jurisdiction any
securities, nor shall there be any such offers, solicitations or sales in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Statements regarding the proposed transactions between the Company and Bruton,
including the anticipated timing, structure, completion and benefits of the proposed transactions, as well as statements regarding the
Company’s preliminary financial results, expected operating performance, earnings, liquidity, market conditions and future opportunities,
are forward-looking statements.
Forward-looking statements are based on current expectations, estimates
and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied
by such statements. Factors that could cause actual results to differ materially include, among others, the failure to satisfy closing
conditions to the proposed transactions (including Burton shareholder approval), the failure to realize anticipated benefits of the proposed
transactions, changes in tanker charter rates, vessel values, fuel prices, worldwide trading conditions, economic and geopolitical developments,
changes in applicable laws and regulations, the performance of counterparties and the other risks described in the Company’s filings
with the SEC.
The preliminary financial information included in this press release
reflects management’s current estimates based on information available as of the date hereof, remains subject to the completion
of the Company’s financial closing procedures and review process, and may differ from the Company’s final reported results.
Readers are cautioned not to place undue reliance on forward-looking
statements. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
