Form 8-K International Seaways, For: Dec 28
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
December
28, 2018
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
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Marshall Islands
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98-0467117
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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]
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On December 28, 2018, International Seaways, Inc. (the “Company”) entered into a supplemental indenture (the “First Supplemental Indenture”)
with GLAS Trust Company LLC (the “Trustee”) to the previously executed indenture, dated as of June 13, 2018 (the “Indenture”) between the Company and the Trustee governing the Company’s outstanding 10.75% Step-Up Notes due 2023 (the “Notes”).
The First Supplemental Indenture amended the terms of the Notes to, among other matters, more closely reflect the asset sale provisions of the outstanding Credit Agreement dated as of June 22, 2017, as amended, by and among the Company,
International Seaways Operating Corporation, the subsidiary guarantors, the lenders thereunder and the other parties thereto. Each of the holders of the outstanding Notes consented to the amendments to the Indenture contained in the First
Supplemental Indenture. As a condition to the effectiveness of the First Supplemental Amendment, the Company paid a fee to the holders of the Notes of 0.50% of the
outstanding amounts of the Notes.
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.
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Exhibit No.
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Description
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4.1
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First Supplemental Indenture dated December 28, 2018 to the Indenture, dated as of June 13, 2018. governing the
Company’s outstanding 10.75% Step-Up Notes due 2023.
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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.
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INTERNATIONAL SEAWAYS, INC.
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(Registrant)
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Date: January 4, 2019
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By
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/s/ James D. Small III
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Name:
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James D. Small III
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Title:
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Chief Administrative Officer, Senior Vice President, Secretary and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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First Supplemental Indenture dated December 28, 2018 to the Indenture, dated as of June 13, 2018. governing the Company’s outstanding
10.75% Step-Up Notes due 2023.
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This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 28, 2018, between INTERNATIONAL SEAWAYS, INC., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Issuer”), and GLAS TRUST COMPANY LLC, a limited liability company duly organized and existing under the laws of the State of New Hampshire, as trustee
(the “Trustee”).
RECITALS
WHEREAS, the Issuer and the Trustee have heretofore executed and delivered an indenture, dated as of
June 13, 2018 (the “Indenture”), providing for the issuance by the Issuer of its 10.75% Step-Up Notes due 2023 (the “Notes”);
WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Issuer and the Trustee
may, with the consent of Holders of at least a majority in aggregate principal amount of the then Outstanding Notes and subject to certain other terms and conditions, amend or supplement the Indenture;
WHEREAS, the Issuer has received the consent of the Holders of at least a majority in aggregate
principal amount of the Outstanding Notes to the amendments to the Indenture set forth in this First Supplemental Indenture;
WHEREAS, the Issuer intends by this First Supplemental Indenture to amend Sections 10.07 and 10.17(b) of
the Indenture;
WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver
this First Supplemental Indenture; and
WHEREAS, all actions required to be taken by the Issuer under the Indenture to make this First
Supplemental Indenture a valid, binding and legal agreement of the Issuer, have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
Section 1.01. Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.
ARTICLE II
AMENDMENT
Section 2.01. Amendment. For purposes of the Indenture and the Notes, the following shall replace
in its entirety Section 10.07 of the Indenture:
“The Issuer shall not, and shall cause each Restricted Party not to, directly or indirectly, amend,
modify, extend, renew, restate, refund, replace, exchange or refinance, or permit any of the foregoing, any provision of the Senior Credit Agreement (as in effect on the Issue Date after giving effect to the Second Amendment thereto, but without
giving effect to further amendments, modifications, extensions, renewals, restatements, refundings, replacements, exchanges or refinancings thereof) (including any waivers thereunder) in any manner that is, or would reasonably be expected to be,
adverse in any material respect to the interests of any Holder, including (i) any provision that may prohibit or restrict the Stated Maturity of the Notes, (ii) interest rate payable thereunder and (iii) Sections 2.10(b), 5.10, 5.11, 5.17, 6.04,
6.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.14 and 6.15 thereof. For the avoidance of doubt, reducing mandatory prepayments under Section 2.10(b) would be adverse in a material respect to the interests of a Holder.”
Section 2.02. Amendment. For purposes of the Indenture and the Notes, the following shall replace
in its entirety clause (b) of Section 10.17 of the Indenture:
“(b) Not later than five Business Days following the receipt by the Operating Company or any Restricted
Subsidiary of any Net Cash Proceeds of any Asset Sale or Casualty Event with respect to collateral securing the Senior Credit Facilities, the Operating Company shall apply 100% of such Net Cash Proceeds in accordance with Section 2.10(b)(vi) and
(d) thereof; provided, however, that
any Net Cash Proceeds of any assets securing the ABN Facility shall be applied in accordance with the provisions thereunder.”
ARTICLE III
MISCELLANEOUS
Section 3.01. Ratification of Indenture. This First Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the
Indenture and this First Supplemental Indenture shall be read, taken and constructed as one and the same instrument.
Section 3.02. Governing Law; Waiver of Jury Trial; Consent to Jurisdiction. This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. THE PARTIES HERETO AGREE TO SUBMIT TO
THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.
Section 3.03. Successors and Assigns. All covenants and agreements in this First Supplemental Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
Section 3.04. Separability Clause. In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired by such invalid, illegal, or unenforceable provision.
Section 3.05. Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 3.06. Effect of Headings. The Article and Section headings of this First Supplemental Indenture are for convenience only and shall not affect the construction of this First Supplemental Indenture.
Section 3.07. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Issuer of Notes or the proceeds from such Notes. The Trustee shall not be responsible to make any calculation with respect to any matter under this First Supplemental Indenture. The Trustee shall have no duty to
monitor or investigate the Issuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this First Supplemental Indenture.
IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of
the date first written above.
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ISSUER:
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INTERNATIONAL SEAWAYS, INC.
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By:
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/s/ James D. Small III
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Name:
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James D. Small III
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Title:
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Chief Administrative Officer, Senior Vice President, Secretary & General Counsel
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TRUSTEE:
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GLAS TRUST COMPANY LLC, as Trustee
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By:
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/s/ Yana Kislenko
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Name: Yana Kislenko
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Title: Vice President
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