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 26, 2021 (October 21, 2021)
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 x
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. x
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 |
| 8.5% Senior Notes due 2023 | INSW - PA | New York Stock Exchange |
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry Into a Material Definitive Agreement. |
As of October 21, 2021, a subsidiary of International Seaways, Inc. (the “Company”) (Diamond S Shipping Inc., or the “Borrower”) entered into (1) a technical amendment to a credit agreement dated as of March 27, 2019, as amended from time to time, comprising $360 million of secured debt facilities, with Nordea Bank ABP, New York Branch, as administrative agent thereunder, and (2) a technical amendment to a credit agreement dated as of December 23, 2019, as amended from time to time, comprising $525 million of secured debt facilities, with Nordea Bank ABP, New York Branch, as administrative agent thereunder. The amendments correct an administrative error and omission in each credit agreement in respect of appraisal reporting requirements. The description of the amendments set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the amendments, a copy of each of which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
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 exhibit is furnished with this Form 8-K.
| Exhibit No. | Description |
| 10.1 |
Technical Amendment to Credit Agreement dated as of March 27, 2019, as amended. |
| 10.2 |
Technical Amendment to Credit Agreement dated as of December 23, 2019, as amended. |
| 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: October 26, 2021 | 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 |
| 10.1 |
Technical Amendment to Credit Agreement dated as of March 27, 2019, as amended. |
| 10.2 |
Technical Amendment to Credit Agreement dated as of December 23, 2019, as amended. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
Exhibit 10.1
EXECUTION VERSION
TECHNICAL AMENDMENT
TECHNICAL AMENDMENT, dated as of October 20, 2021 (this “Amendment”), by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS Inc.” or the “Borrower”), and Nordea Bank ABP, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENTS
WHEREAS, the Borrower, the Administrative Agent, and the other parties thereto are party to that certain Credit Agreement, dated as of March 27, 2019 (as amended by that certain Amendment Letter, dated May 14, 2019, as amended and restated by that certain Amendment and Restatement Agreement, dated May 27, 2021 and as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”).
WHEREAS, the Borrower and the Administrative Agent have jointly identified an administrative error and omission in Section 7.12(a) of the Credit Agreement and, pursuant to Section 11.12(c), have entered into this Amendment to correct such administrative error and omission.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
SECTION 2. Technical Amendment. Effective as of the date of this Amendment, in accordance with Section 11.12(c) of the Credit Agreement, the first sentence of Section 7.12(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following sentence:
“At the time of the delivery of Compliance Certificates in connection with the financial statements required to be delivered pursuant to Section 7.01(a) and 7.01(b) for the second and fourth quarter of each fiscal year of Holdings, the Borrower shall deliver Appraisals for each Collateral Vessel dated within thirty (30) days prior to the end of the quarterly accounting period, in each case, in form and substance reasonably acceptable to the Administrative Agent and from two (2) Approved Appraisers.”
SECTION 3. Miscellaneous.
(a) Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Credit Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Credit Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. From and after the date of this Amendment, (i) each reference in the Credit Agreement and the other Credit Documents to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Amended Credit Agreement, and (ii) the “Obligations” and “Secured Obligations” under, and each as defined in, the Credit Agreement shall continue as Obligations and Secured Obligations under the Amended Credit Agreement.
(b) This Amendment may not be amended, modified or waived except in accordance with Section 11.12 of the Credit Agreement.
(c) This Amendment shall constitute a “Credit Document” for all purposes of the Amended Credit Agreement and the other Credit Documents.
SECTION 4. Execution in Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.
SECTION 5. Successors. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.
SECTION 6. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Section 11.09 of the Credit Agreement is incorporated herein by reference, mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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DIAMOND S SHIPPING INC., as Borrower |
||
|
By: |
/s/ James D. Small III |
|
| Name: | James D. Small III | |
| Title: | Vice President & Secretary | |
|
|
||
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NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent |
||
|
By: |
/s/ Martin Lunder |
|
| Name: | Martin Lunder | |
| Title: | Managing Director | |
|
By: |
/s/ Oddbjorn Warpe |
|
| Name: | Oddbjorn Warpe | |
| Title: | Executive Director | |
[Signature Page to DSS 360 Technical Amendment]
Exhibit 10.2
EXECUTION VERSION
TECHNICAL AMENDMENT
TECHNICAL AMENDMENT, dated as of October 20, 2021 (this “Amendment”), by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS Inc.” or the “Borrower”), and Nordea Bank ABP, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENTS
WHEREAS, the Borrower, the Administrative Agent, and the other parties thereto are party to that certain Credit Agreement, dated as of December 23, 2019 (as amended by that certain Amendment Letter, dated May 14, 2019, as amended and restated by that certain Amendment and Restatement Agreement, dated May 27, 2021 and as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”).
WHEREAS, the Borrower and the Administrative Agent have jointly identified an administrative error and omission in Section 7.12(a) of the Credit Agreement and, pursuant to Section 11.12(c), have entered into this Amendment to correct such administrative error and omission.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
SECTION 2. Technical Amendment. Effective as of the date of this Amendment, in accordance with Section 11.12(c) of the Credit Agreement, the first sentence of Section 7.12(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following sentence:
“At the time of the delivery of Compliance Certificates in connection with the financial statements required to be delivered pursuant to Section 7.01(a) and 7.01(b) for the second and fourth quarter of each fiscal year of Holdings, the Borrower shall deliver Appraisals for each Collateral Vessel dated within thirty (30) days prior to the end of the quarterly accounting period, in each case, in form and substance reasonably acceptable to the Administrative Agent and from two (2) Approved Appraisers.”
SECTION 3. Miscellaneous.
(a) Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Credit Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Credit Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. From and after the date of this Amendment, (i) each reference in the Credit Agreement and the other Credit Documents to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Amended Credit Agreement, and (ii) the “Obligations” and “Secured Obligations” under, and each as defined in, the Credit Agreement shall continue as Obligations and Secured Obligations under the Amended Credit Agreement.
(b) This Amendment may not be amended, modified or waived except in accordance with Section 11.12 of the Credit Agreement.
(c) This Amendment shall constitute a “Credit Document” for all purposes of the Amended Credit Agreement and the other Credit Documents.
SECTION 4. Execution in Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.
SECTION 5. Successors. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.
SECTION 6. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Section 11.09 of the Credit Agreement is incorporated herein by reference, mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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DIAMOND S SHIPPING INC., as Borrower |
||
| By: | /s/ James D. Small III | |
| Name: | James D. Small III | |
| Title: | Vice President & Secretary | |
|
NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent |
||
| By: | /s/ Martin Lunder | |
| Name: | Martin Lunder | |
| Title: | Managing Director | |
| By: | /s/ Oddbjorn Warpe | |
| Name: | Oddbjorn Warpe | |
| Title: | Executive Director | |
[Signature Page to DSS 525 Technical Amendment]