false
0001679049
true
0001679049
2025-10-07
2025-10-07
0001679049
us-gaap:CommonStockMember
2025-10-07
2025-10-07
0001679049
insw:RightscommonstockMember
2025-10-07
2025-10-07
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
October 10, 2025 (October 7, 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
October 7, 2025, International Seaways, Inc. (the “Company”) and certain of its subsidiaries, including International
Seaways Operating Corporation (the “Borrower”), entered into an amendment (each, an “Amendment”
and collectively, the “Amendments”) to each of (1) 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 thereunder, Nordea Bank
Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder and (2)
that certain $160 million revolving credit agreement dated as of September 27, 2023 (the “$160 Million RCF”
and together with the $500 Million RCF, the “Credit Facilities”) among the Company, the Borrower, the subsidiary
guarantors thereunder, Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender)
and the other lenders thereunder.
Pursuant
to the Amendments, the Borrower and certain of subsidiary guarantors originally formed in the Republic of the Marshall Islands or the
Republic of Liberia, as applicable, under each of the Credit Facilities will be permitted to redomicile to Bermuda. The contemplated redomiciliations
are expected to take place during the fourth quarter of 2025. There were no other material changes to the terms of the Credit Facilities.
As disclosed
in Item 1.01 above, on October 7, 2025, the Company, the Borrower and the subsidiary guarantors under the Credit Facilities entered into
Amendments to the Credit Facilities permitting the redomiciliation of the Borrower and the subsidiary guarantors to Bermuda. The Company’s
intention is to change the domicile of its vessel-owning entities and various intermediate holding companies under International Seaways,
Inc. from the Marshall Islands and Liberia to Bermuda. The Company expects the redomiciliation process to be completed by the end of the
fourth quarter of 2025. The Company is undertaking these changes to maximize future strategic flexibility while maintaining operational
and tax efficiency. The Company itself is remaining organized under the laws of the Republic of the Marshall Islands. The Company estimates
incurring expenses of between three and five million dollars in aggregate in legal and administrative costs in connection with this initiative.
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 10, 2025 |
By |
/s/ James D. Small III |
| |
|
Name: |
James D. Small III |
| |
|
Title: |
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
