UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM CB
(Amendment No. 1)
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) |
¨ |
| Securities Act Rule 802 (Exchange Offer) |
x |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
¨ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
¨ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) |
¨ |
Bruton Limited
(Name of Subject Company)
N/A
(Translation of Subject Company’s Name into
English (if applicable))
Bermuda
(Jurisdiction of Subject Company’s Incorporation
or Organization)
International Seaways, Inc.
(Name of Person(s) Furnishing Form)
Common Shares
(Title of Class of Subject Securities)
N/A
(CUSIP Number of Class of Securities (if applicable))
Bruton Limited
Attn: Bjørn Isaksen, Director and Chairman
c/o Golar Management (Bermuda) Ltd, 2nd Floor,
S.E. Pearman Building, 9 Par-la-Ville Road
Hamilton HM11 Bermuda
+1 (441) 500-4754
with copies to:
International Seaways, Inc.
Attn: James D. Small III
600 Third Avenue, 39th Floor
New York, New York 10016
+1 (212) 576-1600
Wachtell, Lipton, Rosen & Katz
Attn: John L. Robinson, Esq.
51 W. 52nd Street
New York, New York 10019
+1 (212) 403-1000
Ro Sommernes Advokatfirma AS
Attn: Erling Lind and Håkon Hellerud
Hieronymus Heyerdahls gate 1
0160 Oslo, Norway
+47 23 00 34 40
(Name, Address (including zip code) and Telephone
Number (including area code)
of Person(s) Authorized to Receive Notices and
Communications on Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I – INFORMATION SENT TO SECURITY
HOLDERS
Item 1. Home Jurisdiction Documents
| (a) |
|
| |
|
Exhibit
Number |
Description |
| |
|
| Exhibit 99.1* |
Notice of Special General Meeting of Bruton Limited to be held on October 30, 2026 |
| Exhibit 99.2* |
Statutory Merger Agreement, dated October 16, 2026, by and among International Seaways, Inc., Bravo Ltd. and Bruton Limited |
| Exhibit 99.3* |
Fairness opinion of Pareto Securities AS, dated October 15, 2026, addressed to the Board of Directors of Bruton Limited |
| Exhibit 99.4 |
Press Release of Bruton Limited, dated October 22, 2026 |
* Previously
furnished to the Securities and Exchange Commission as an exhibit to Form CB filed on October 19, 2026
(b) Not applicable.
Item 2. Informational Legends
The required legends have been included in the
documents filed as exhibits hereto.
PART II – INFORMATION NOT REQUIRED
TO BE SENT TO SECURITY HOLDERS
Not applicable.
PART III – CONSENT TO SERVICE OF PROCESS
Not applicable.
PART IV – SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
International Seaways, Inc. |
| |
|
|
| Date: October 22, 2026 |
By: |
/s/ James D. Small III |
| |
|
Name: James D. Small III |
| |
|
Title: Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |