-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GvFufcR6dCBwy/Bx9UCNApj0a2sB5jBfi3vDWRgKB5CKAs6eVVDFIjVtOTzEO+8k DYC4iGy8ZLCjnhCBIEukXw== 0000904454-10-000471.txt : 20101124 0000904454-10-000471.hdr.sgml : 20101124 20101124163212 ACCESSION NUMBER: 0000904454-10-000471 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scorpio Tankers Inc. CENTRAL INDEX KEY: 0001483934 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85459 FILM NUMBER: 101215376 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 212-542-1616 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 IRS NUMBER: 134079277 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 s13g_112410-scorpio.htm SCHEDULE 13G FOR SCORPIO TANKERS BY KENSICO CAP MGMT CORP s13g_112410-scorpio.htm

 
 
 
CUSIP No. Y7542C106 Page 1 of 9 Pages


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
Scorpio Tankers Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
Y7542C106
(CUSIP Number)
 
November 16, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]       Rule 13d-1(b)
[X]     Rule 13d-1(c)
[ ]       Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 
 
 
CUSIP No. Y7542C106 Page 2 of 9 Pages


1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Kensico Capital Management Corporation
 
13-4079277
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
1,797,794
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
1,797,794
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,797,794
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
7.5%
12.
Type of Reporting Person
CO


 
 
 
CUSIP No. Y7542C106 Page 3 of 9 Pages


1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Michael Lowenstein
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
1,797,794
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
1,797,794
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,797,794
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
7.5%
12.
Type of Reporting Person
IN, HC


 
 
 
CUSIP No. Y7542C106 Page 4 of 9 Pages


1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Thomas J. Coleman
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
1,797,794
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
1,797,794
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,797,794
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
7.5%
12.
Type of Reporting Person
IN, HC


 
 
 
CUSIP No. Y7542C106 Page 5 of 9 Pages


Schedule 13G

Item 1(a).             Name of Issuer:

Scorpio Tankers Inc.

Item 1(b).             Address of Issuer’s Principal Executive Offices:

9, Boulevard Charles III
Monaco 98000

Item 2(a).             Name of Persons Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)           Kensico Capital Management Corp. (“Kensico Capital Management”);
 
(ii)          Michael Lowenstein (“Mr. Lowenstein”); and
 
(iii)         Thomas J. Coleman (“Mr. Coleman”).
 
The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
 

This statement relates to shares of Common Stock of the Issuer held for the accounts of Kensico Partners, L.P., a Delaware limited partnership (“Kensico Partners”), Kensico Associates, L.P., a Delaware limited partnership (“Kensico Associates”), Kensico Offshore Fund Master, Ltd, an exempted company organized under the laws of the Cayman Islands, B.W.I. (“Kensico Offshore”), and Kensico Offshore Fund II Master, Ltd., an exempted company organized under the laws of the Cayman Islands, B.W.I. (“Kensico Offshore II” and, together with Kensico Partners, Kensico Associates, and Kensico Offshore, the “Funds”). Kensico Capital Management serves as investment manager to the Funds and, in such capacity, may be deemed to have voting and dispositive power over the shares held for the accou nts of the Funds. Kensico Capital LLC, a Delaware limited liability company (“Kensico Capital”), serves as General Partner of Kensico Associates and Kensico Partners. Mr. Lowenstein and Mr. Coleman serve as Co-Presidents of Kensico Capital Management and are Managing Members of Kensico Capital.

Item 2(b).             Address of Principal Business Office:

For each Reporting Person:

55 Railroad Avenue, 2nd Floor
Greenwich, Connecticut 06830

 
 
 
CUSIP No. Y7542C106 Page 6 of 9 Pages


Item 2(c).             Citizenship:

See row 4 of each Reporting Person’s cover page.

Item 2(d).             Title of Class of Securities:

Common Stock

Item 2(e).             CUSIP Number:

Y7542C106

Item 3.                  Not applicable.

Item 4.                  Ownership.

For each Reporting Person:

(a)           Amount beneficially owned:

As of the date of this statement, each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 1,797,794 shares of Common Stock held for the accounts of the Funds. Of such 1,797,794 shares of Common Stock , Kensico Partners directly beneficially owns 421,194 shares of Common Stock, Kensico Associates directly beneficially owns 623,973 shares of Common Stock, Kensico Offshore directly beneficially owns 526,227 shares of Common Stock, and Kensico Offshore II directly beneficially owns 226,400 shares of Common Stock.

(b)           Percent of class:

7.5%

This percentage is based on 23,948,664 shares of Common Stock issued and outstanding, as reported in the Issuer's Prospectus on Form 424B4 filed with the Securities and Exchange Commission on November 18, 2010, and consisting of 18,863,459 shares issued and outstanding prior to the offering to which such prospectus relates, 4,575,000 shares issued in the offering and an additional 510,205 shares issued in a concurrent private placement by the Issuer.

(c)           Number of shares to which each Reporting Person has:

(i)           Sole power to vote or direct the vote:  -0-

(ii)           Shared power to vote or direct the vote:  1,797,794

(iii)           Sole power to dispose or to direct the disposition of:  -0-

(iv)           Shared power to dispose of or direct the disposition of:  1,797,794

 
 
 
CUSIP No. Y7542C106 Page 7 of 9 Pages


Item 5.                  Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.                  Ownership of More than Five Percent on Behalf of Another Person.

(i)           The partners of Kensico Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Partners in accordance with their partnership interests in Kensico Partners.

(ii)           The partners of Kensico Associates have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Associates in accordance with their partnership interests in Kensico Associates.

(iii)           The shareholders of Kensico Offshore have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Offshore in accordance with their ownership interests in Kensico Offshore.

(iv)           The shareholders of Kensico Offshore II have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Offshore II in accordance with their ownership interests in Kensico Offshore II.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

 
Not Applicable.

Item 8.                  Identification and Classification of Members of the Group.

Not Applicable.

Item 9.                  Notice of Dissolution of a Group.

Not Applicable.

Item 10.                Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
CUSIP No. Y7542C106 Page 8 of 9 Pages

SIGNATURE

After reasonable 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.

Dated:  November 24, 2010
 
 
 
 
KENSICO CAPITAL MANAGEMENT CORP.
By:
/s/ Michael Lowenstein
 
Michael Lowenstein, Authorized Signatory
MICHAEL LOWENSTEIN
 
/s/ Michael Lowenstein
 
THOMAS J. COLEMAN
 
/s/ Thomas J. Coleman
 


 
 
 
CUSIP No. Y7542C106 Page 9 of 9 Pages

 

 
 
Exhibit 1
 
JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit (the “Schedule 13G”), and any amendments thereto, is and will be filed with the Securities and Exchange Commission jointly on behalf of each of them.

Dated:  November 24, 2010
 
 
 
 
KENSICO CAPITAL MANAGEMENT CORP.
By:
/s/ Michael Lowenstein
 
Michael Lowenstein, Authorized Signatory
MICHAEL LOWENSTEIN
 
/s/ Michael Lowenstein
 
THOMAS J. COLEMAN
 
/s/ Thomas J. Coleman
 




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