International Seaways Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Symbol | Name of each exchange on which registered |
| N/A |
Section 3 – Securities and Trading Markets
| Item 3.02 | Unregistered Sales of Equity Securities |
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 as if fully set forth herein.
Section 8 - Other Events
| Item 8.01 | Other Events |
As previously disclosed, on February 23, 2024, International Seaways, Inc. (the “Company”) entered into agreements to acquire two 2014-built and four 2015-built MR Product Carriers for an aggregate consideration of approximately $232 million, payable 85% in cash and 15% in shares of common stock of the Company. Each of the six vessel purchases is subject to satisfaction of closing conditions customary for vessel purchases, and the vessels are expected to be delivered to the Company by the end of the second quarter of 2024.
On May 30, 2024, the Company acquired the last of the aforementioned Product Carriers for a combination of cash and 93,883 shares of common stock of the Company, which, pursuant to the Registration Rights Agreement dated as of February 23, 2024 between the Company and Wayzata Opportunities Fund III, L.P., were issued as a private placement to an accredited investor and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
The shares of common stock issued by the Company were subsequently registered for resale with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3 (File Number: 333-278975) (the “Registration Statement”), dated April 29, 2024, containing a Prospectus, dated April 29, 2024, as supplemented by a Prospectus Supplement, dated May 30, 2024.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents as exhibits hereto as exhibits to the Registration Statement in connection with the registration for resale of certain shares of common stock of the Company, and such exhibits are hereby incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Reeder & Simpson, P.C. | |
| 5.2 | Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| 23.1 | Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1) | |
| 23.2 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2) | |
| 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: May 30, 2024 | 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 | |
| 5.1 | Opinion of Reeder & Simpson, P.C. | |
| 5.2 | Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| 23.1 | Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1) | |
| 23.2 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |