0000902664-22-002664.txt : 20220425 0000902664-22-002664.hdr.sgml : 20220425 20220425162810 ACCESSION NUMBER: 0000902664-22-002664 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220425 DATE AS OF CHANGE: 20220425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: International Seaways, Inc. CENTRAL INDEX KEY: 0001679049 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980467117 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89718 FILM NUMBER: 22850024 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2129534100 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: OSG International, INC DATE OF NAME CHANGE: 20160707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001166564 IRS NUMBER: 134119084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 EAST 55 STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5800 MAIL ADDRESS: STREET 1: 65 EAST 55 STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CYRUS CAPITAL PARTNERS, LP DATE OF NAME CHANGE: 20050215 FORMER COMPANY: FORMER CONFORMED NAME: OZF MANAGEMENT L P DATE OF NAME CHANGE: 20020205 SC 13D/A 1 p22-1348sc13da.htm INTERNATIONAL SEAWAYS, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

International Seaways, Inc.

(Name of Issuer)
 

Common Stock, no par value

(Title of Class of Securities)
 

Y41053102

(CUSIP Number)

 

Cyrus Capital Partners, L.P.

65 East 55th Street, 35th Floor

New York, New York 10022

(212) 380-5800

 

Eleazer Klein, Esq.

Adriana Schwartz, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 21, 2022

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* 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 disclosures provided in a prior cover page.

 

The information required on 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. Y41053102SCHEDULE 13D/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSONS

Cyrus Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,010,167

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,010,167

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,010,167

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

4.0%

14

TYPE OF REPORTING PERSON

PN/IA

         

 

 

 

CUSIP No. Y41053102SCHEDULE 13D/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSONS

Cyrus Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,010,167

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,010,167

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,010,167

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

4.0%

14

TYPE OF REPORTING PERSON

OO

         

.

 

CUSIP No. Y41053102SCHEDULE 13D/APage 4 of 7 Pages

 

1

NAME OF REPORTING PERSONS

Stephen C. Freidheim

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,010,167

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,010,167

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,010,167

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

4.0%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. Y41053102SCHEDULE 13D/APage 5 of 7 Pages

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Items 5 (a) – (c), (e) of the Schedule 13D are hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and the percentage of the Shares beneficially owned by the Reporting Persons.  The percentage reported in this Schedule 13D is calculated based upon the 49,641,506 Shares as of April 5, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2022.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c)

Information concerning transactions in the Shares effected by the Reporting Persons since the filing of Amendment No. 4 is set forth in Schedule A, which is attached hereto and is incorporated herein by reference. Except as set forth herein, there were no transactions in the Shares effected by the Reporting Persons since the filing of Amendment No. 4.

 

(e) April 21, 2022.

 

 

 

 

CUSIP No. Y41053102SCHEDULE 13D/APage 6 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 25, 2022

 

  Cyrus Capital Partners, L.P.
     
  By: /s/  Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory
     
     
  Cyrus Capital Partners GP, L.L.C.
   
     
  By: /s/  Stephen C. Freidheim
  Name: Stephen C. Freidheim
  Title: Manager
     
     
  /s/ Stephen C. Freidheim
  Stephen C. Freidheim
     

 

 

 

CUSIP No. Y41053102SCHEDULE 13D/APage 7 of 7 Pages

SCHEDULE A

 

Transactions in the SHARES of the Issuer
since the filing of Amendment No. 4

 

The following tables set forth all transactions in the Shares effected since the filing of Amendment No. 4 by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

 

Trade Date Shares Purchased (Sold) Price Per Share ($)*
04/19/2022 (15,214) 21.0056
04/20/2022 (459,786) 21.5435
04/21/2022 (500,000) 21.6529

 

*       Excluding commissions, SEC fees, etc. (rounded to nearest cent).