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TABLE OF CONTENTS
GENERAL MARITIME CORPORATION INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on May 22, 2015

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Gener8 Maritime, Inc.
(Exact name of Registrant as specified in its charter)

Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
  4412
(Primary Standard Industrial
Classification Code Number)
  66-071-6485
(I.R.S. Employer
Identification No.)

Gener8 Maritime, Inc.
299 Park Avenue, Second Floor
New York, New York 10171
(212) 763-5600

 

Peter C. Georgiopoulos
Chairman and Chief Executive Officer
Gener8 Maritime, Inc.
299 Park Avenue, Second Floor
New York, New York 10171
(212) 763-5600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
  (Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Attention: Thomas E. Molner, Esq.
Tel: (212) 715-9100
Fax: (212) 715-8000

 

Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
Attention: Andrew J. Pitts
D. Scott Bennett
Tel: (212) 474-1000
Fax: (212) 474-3700

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price(2)(3)

  Amount of
Registration Fee

 

Common Shares, par value $0.01 per share(1)

  $100,000,000   $11,620

 

(1)
In accordance with Rule 457(o) of the Securities Act of 1933, the number of common shares being registered and the proposed maximum offering price per share are not included in this table.

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(3)
Includes common shares that may be sold pursuant to the underwriters' option to purchase additional shares.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED                        , 2015

P R E L I M I N A R Y    P R O S P E C T U S

LOGO

            Shares

GENER8 MARITIME, INC.

Common Stock
$        per share



          This is the initial public offering of our common stock. We are selling        shares of our common stock. We currently expect the initial public offering price to be between $            and $            per share of common stock.

          We have granted the underwriters an option to purchase up to            additional shares of common stock to cover over-allotments.

          We intend to apply to have the common stock listed on the New York Stock Exchange under the symbol "GNRT."



          Investing in our common stock involves risks. See "Risk Factors" beginning on page 20 of this prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements.



 
  Per Share   Total
Public offering price   $   $
Underwriting discount(1)   $   $
Proceeds to Gener8 Maritime, Inc. (before expenses)   $   $

(1)
See "Underwriting" for additional information regarding underwriting compensation.

          The underwriters expect to deliver the shares to purchasers on or about                ,        through the book-entry facilities of The Depository Trust Company.



Joint Book-Running Managers

Citigroup   UBS



Co-Managers

   

Prospectus dated                        , 2015


Table of Contents

        We are responsible for the information contained in this prospectus and in any free-writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.




TABLE OF CONTENTS

 
 
Page
 

Industry Data

    ii  

Summary

    1  

Risk Factors

    20  

Forward-Looking Statements

    63  

Use of Proceeds

    64  

Our Dividend Policy

    65  

Capitalization

    66  

Dilution

    68  

Selected Historical Financial and Other Data

    71  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    75  

The International Oil Tanker Shipping Industry

    100  

Business

    119  

Management

    152  

Executive Compensation

    159  

Principal Shareholders

    163  

Related Party Transactions

    168  

Shares Eligible For Future Sale

    187  

Description of Our Capital Stock

    189  

Description of Indebtedness

    195  

Marshall Islands Company Considerations

    201  

Material U.S. Federal Income Tax Considerations

    203  

Material Marshall Islands Tax Considerations

    208  

Underwriting

    209  

Legal Matters

    215  

Experts

    215  

Where You Can Find Additional Information

    219  

Enforceability of Civil Liabilities

    219  

Glossary of Shipping Terms

    220  

Index to Financial Statements

    F-1  



        You should rely only on information contained in this prospectus. Neither we nor the underwriters have authorized anyone to give any information or to make any representations other than those contained in this prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an offer to sell, and it is not soliciting an offer to buy, any securities other than our common shares or our common shares in any circumstances in which such an offer or solicitation is unlawful. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

        For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

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INDUSTRY DATA

        The discussions contained in "The International Oil Tanker Shipping Industry" and certain other sections of this prospectus have been reviewed by Drewry Shipping Consultants Ltd., or "Drewry," which has confirmed to us that such sections accurately describe in all material respects the international tanker market as of the date of this prospectus. Please see "Experts" for a list of such sections.

        The statistical and graphical information we use in the portions of this prospectus identified above has been compiled by Drewry from its database and other sources, including independent industry publications, government publications and other published independent sources. Drewry compiles and publishes data for the benefit of its clients. Its methodologies for collecting data, and therefore the data collected, may differ from those of other sources, and its data do not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the market. We believe that the information provided by Drewry is accurate in all material respects. In connection therewith, Drewry has advised that certain information in Drewry's database is derived from estimates or subjective judgments; the information in the databases of other shipping data collection agencies may differ from the information in Drewry's database; and while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. Although data are taken from the most recently available published sources, these sources do revise figures and forecasts from time to time.

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SUMMARY

        This section summarizes information that appears later in this prospectus. You should review carefully the risk factors and other more detailed information, as well as financial statements, included in this prospectus before making an investment decision. Additionally, as used in this prospectus, unless the context otherwise indicates, the references to "Gener8 Maritime, Inc.," "Gener8 Maritime," "Gener8," "the Company," "we," "our," "our company," and "us," unless otherwise indicated by context, refer to Gener8 Maritime, Inc. and its subsidiaries following the consummation of the merger with Navig8 Crude Tankers, Inc. on May 7, 2015 described in this prospectus pursuant to which (i) General Maritime Corporation was renamed "Gener8 Maritime, Inc." and (ii) Navig8 Crude Tankers, Inc., or "Navig8 Crude," merged with and became a wholly-owned subsidiary of Gener8 Maritime, Inc. References to the "2015 merger" refer to this merger and references to "General Maritime" refer to General Maritime Corporation prior to the consummation of the 2015 merger. Navig8 Crude Tankers Inc. is referred to as "Navig8 Crude" prior to the consummation of the 2015 merger and to "Gener8 Acquisition" after the consummation of the 2015 merger. References to "the offering" or "this offering" refer to our initial public offering. See the "Glossary of Shipping Terms" included in this prospectus for definitions of certain terms that are commonly used in the shipping industry.


Our Company

        We are Gener8 Maritime Inc., a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, one of the largest independent vessel pool managers. We own a fleet of 46 tankers, including 25 vessels on the water, consisting of 7 VLCCs, 11 Suezmax vessels, 4 Aframax vessels, 2 Panamax vessels and 1 Handymax product carrier, with an aggregate carrying capacity of 4.5mm deadweight tons, or "DWT," as of March 31, 2015, and 21 "eco" VLCC newbuildings equipped with advanced, fuel-saving technology, that are being constructed at highly reputable shipyards, with expected deliveries from August 2015 through February 2017. These newbuildings are expected to more than double our fleet capacity to 10.8mm DWT, based on the contractually-guaranteed minimum DWT of newbuild vessels. After the delivery of these vessels, we believe that our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes. In addition to being one of the largest owners by deadweight tonnage of VLCC and Suezmax vessels, we believe we will uniquely benefit from our strategic commercial management relationship with the Navig8 Group, the largest fully-integrated commercial management platform in our industry.

        General Maritime was founded in 1997 by our Chairman and Chief Executive Officer, Peter Georgiopoulos, and has been an active owner, operator and consolidator in the crude tanker sector. Mr. Georgiopolous has overseen the purchase of more than 200 vessels across six companies, for an aggregate purchase price of over $7.5 billion. Navig8 Crude was formed in 2013 by the Navig8 Group, as a crude tanker owning entity and has contracts for 14 "eco" VLCC newbuilding vessels. Navig8 Group manages over 300 vessels across 15 vessel pools. In addition to the greater scale provided by our transformative transaction, we bring to our merged organization the combined industry expertise of General Maritime's existing management team and former senior executives at Navig8 Crude, who are expected to serve as consultants to our Board of Directors, or the "Board," and are expected to sit on our Strategic Management Committee. We believe that we will benefit from multiple commercial and operational advantages of Navig8 Group's VL8, Suez8 and V8 pools, in which we intend to employ our spot VLCC, Suezmax and Aframax vessels, including enhanced scale and access to incremental market intelligence. In addition, subject to reaching mutually agreeable commercial terms, we expect to receive a profit participation right in the Suez8 and the VL8 pools.

 

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        The table below provides information as of March 31, 2015 regarding our vessels on the water, all of which are part of Gener8 Maritime's historical fleet.

Vessel
  Year
Built
  DWT   Employment
Status
  Yard   Flag

VLCC

                       

Genmar Zeus

    2010     318,325   Pool   Hyundai   Marshall Islands

Genmar Atlas

    2007     306,005   Pool   Daewoo   Marshall Islands

Genmar Hercules

    2007     306,543   Pool   Daewoo   Marshall Islands

Genmar Ulysses

    2003     318,695   Pool   Hyundai   Marshall Islands

Genmar Poseidon

    2002     305,795   Pool   Daewoo   Marshall Islands

Genmar Victory

    2001     312,640   TC   Hyundai   Bermuda

Genmar Vision

    2001     312,679   TC   Hyundai   Bermuda

SUEZMAX

   
 
   
 
 

 

 

 

 

 

Genmar Spartiate

    2011     164,925   Pool   Hyundai   Marshall Islands

Genmar Maniate

    2010     164,715   Pool   Hyundai   Marshall Islands

Genmar St. Nikolas

    2008     149,876   TC   Universal   Marshall Islands

Genmar George T

    2007     149,847   Pool   Universal   Marshall Islands

Genmar Kara G

    2007     150,296   Pool   Universal   Liberia

Genmar Harriet G

    2006     150,296   Pool   Universal   Liberia

Genmar Orion

    2002     159,992   Pool   Samsung   Marshall Islands

Genmar Argus

    2000     159,999   Pool   Hyundai   Marshall Islands

Genmar Spyridon

    2000     159,999   Pool   Hyundai   Marshall Islands

Genmar Horn

    1999     159,475   Pool   Daewoo   Marshall Islands

Genmar Phoenix

    1999     153,015   Pool   Halla   Marshall Islands

AFRAMAX

   
 
   
 
 

 

 

 

 

 

Genmar Strength

    2003     105,674   Spot   Sumitomo   Liberia

Genmar Daphne

    2002     106,560   Spot   Tsuneishi   Marshall Islands

Genmar Defiance

    2002     105,538   Spot   Sumitomo   Liberia

Genmar Elektra

    2002     106,560   Spot   Tsuneishi   Marshall Islands

PANAMAX

   
 
   
 
 

 

 

 

 

 

Genmar Companion

    2004     72,749   Spot   Dalian China   Bermuda

Genmar Compatriot

    2004     72,749   Spot   Dalian China   Bermuda

HANDYMAX

   
 
   
 
 

 

 

 

 

 

Genmar Consul

    2004     47,400   Spot   Uljanik Croatia   Bermuda

Vessels on the Water Total

   
4,520,347
           

TC = Time Chartered (see below under the heading "Business—Our Charters")

Pool = Vessel is chartered into a pool where it is deployed on the spot market.

*
Does not include Nave Quasar (VLCC) which we have time-chartered in with an anticipated charter expiration in February 2016. This vessel is currently chartered-in to the VL8 pool where it is deployed on the spot market. For more information about the Nave Quasar time charter see "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Nave Quasar Time Charter."

        We believe we are uniquely positioned to benefit from the near-term delivery of our VLCC newbuildings shown in the table below. In addition to providing significant growth over the next 21 months, we believe that the timing of our orders, placed in 2013-2014 and expected to deliver as the

 

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tanker market continues its expected recovery, positions us to capture significant upside. Our Strategic Management Committee is expected to be comprised of members having long-standing relationships with high-quality shipyards that facilitated our efficient ordering and securing of delivery slots. Further, we believe the Committee members' collective track record overseeing the construction of more than 100 vessels, including constructions currently in progress, helps ensure that our vessel constructions will be held to the highest standards. The table below provides information regarding our newbuild vessels.

Vessel
  Expected Delivery   Estimated DWT(1)   Yard

VLCC

               

Hull 5404

    Q3 2015     300,000   Daewoo

Hull 1384

    Q3 2015     300,000   SWS

Hull 5405

    Q4 2015     300,000   Daewoo

Hull 5406

    Q4 2015     300,000   Daewoo

Hull 1385

    Q4 2015     300,000   SWS

Hull 5407

    Q4 2015     300,000   Daewoo

Hull 5408

    Q1 2016     300,000   Daewoo

Hull 768

    Q1 2016     300,000   HHI

Hull 1355

    Q1 2016     300,000   SWS

Hull S777

    Q2 2016     300,000   HSHI

Hull 1356

    Q2 2016     300,000   SWS

Hull 769

    Q3 2016     300,000   HHI

Hull 137

    Q3 2016     300,000   HHIC Phil Inc.

Hull 2794

    Q3 2016     300,000   HSHI

Hull S778

    Q3 2016     300,000   HSHI

Hull 1357

    Q3 2016     300,000   SWS

Hull 770

    Q4 2016     300,000   HHI

Hull 138

    Q4 2016     300,000   HHIC Phil Inc.

Hull 2795

    Q4 2016     300,000   HSHI

Hull 1358

    Q4 2016     300,000   SWS

Hull 771

    Q1 2017     300,000   HHI
               

Newbuilding Total

          6,300,000    
               
               

Fleet Total Including Newbuildings

          10,817,866    
               
               

(1)
Reflects the contractually-guaranteed minimum DWT of newbuilding vessels.

        All of our newbuild vessels are considered "eco," incorporating many of the latest technological improvements designed to optimize speed and reduce fuel consumption and emissions. These enhancements are expected to result in an estimated fuel savings of approximately 18 tons per day or $6,300 per vessel per day for each of our 21 "eco" VLCC newbuildings over conventional VLCCs, based on an assumed bunker price of $350/ton and operation at an assumed average speed of 12 knots.

        Our fleet is employed worldwide. Approximately 78% of our total fleet carrying capacity based on DWT, including newbuildings, is focused on VLCC vessels. We are seeing an increase in trip length and ton-miles in the tanker market due to shifting trade patterns and believe that VLCC vessels are uniquely positioned to benefit from such increase and provide operational benefits due to economies of scale.

        We seek to maximize long-term cash flow, taking into account current freight rates in the market and our own views on the direction of those rates in the future. Historically our spot and charter exposures have varied as we continually evaluate our charter employment strategy and the trade-off between shorter spot voyages and longer-term charters. We believe our current vessel employment mix positions us well to benefit from increases in earnings due to an improving tanker market. For the

 

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quarter ended March 31, 2015, we had approximately 91% of our vessel operating days exposed to the short-term charter market, mostly via employment in pools.

        Pools generally consist of a number of vessels that may be owned by a number of different ship owners which operate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have close working relationships with customers and brokers, while technical management is typically the responsibility of each ship owner. We believe that pool participation optimizes various operational efficiencies including improving the potential to monetize freight spikes, greater flexibility of voyage planning and fleet positioning, and reduction of waiting times. In addition to these competitive advantages, pool participation provides us with greater access to key market dynamics and information. As of March 31, 2015, five of our VLCC vessels and 10 of our Suezmax vessels were employed in pools. We intend to contribute all of our spot VLCC, Suezmax and Aframax vessels into pools managed by the Navig8 Group, as described in greater detail below.

        Gener8 and the Navig8 Group maintain strong relationships with high quality customers, including Unipec, Saudi Aramco, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake, either directly or through pooling arrangements. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. Assuming all of our newbuild VLCCs and our existing spot VLCC, Suezmax and Aframax vessels are employed in the VL8, Suez8 and V8 pools, Navig8 Group's VL8 pool will manage a fleet of 48 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels.1 Based on the current estimated size of other VLCC pools this would position the VL8 pool as the largest global manager of VLCCs. We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information. Navig8 Group, in its management of its established crude tanker pools, has historically demonstrated the ability to outperform the market. Since its inception in January 2011 through December 31, 2014, the VL8 pool has outperformed the average industry wide TCE VLCC earnings during this period as estimated by Drewry2 by approximately 38%. Additionally, we expect the new Gener8 "eco" vessels contributed to the pool will be able to earn higher returns relative to older, non-eco vessels that may be contributed, as fuel consumption is a significant determinant of pool earnings distributed to shipowners.

        Our New York City-based executive management team includes executives with extensive experience in the shipping industry who have a long track record of managing the commercial, technical and financial aspects of our business. Our three most senior executives have worked together for over 14 years and since General Maritime's inception have overseen purchases of 59 vessels for an aggregate purchase price of over $3.0 billion. Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos, has over 25 years of maritime experience, is currently Chairman of companies with an aggregate ownership of over 150 vessels, and has taken public four companies on U.S. exchanges across different shipping segments. Our Chief Operating Officer, John P. Tavlarios, possesses extensive knowledge and experience regarding our history and operations and the shipping and international oil industry. Our Chief Financial Officer and Executive Vice President, Leonard Vrondissis, has over 15 years of banking, capital markets and shipping experience and has fostered Gener8's strong relationships with its debt and equity providers, which have invested and loaned over $5.2 billion to Gener8 since 2001.

   


1
Based on size of VL8, Suez8 and V8 pools as of May 11, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.

2
Based on an average of the estimated TCE VLCC earnings during this period for the following three routes: (i) from the Arabian Gulf to Japan, (ii) from the Arabian Gulf to Northern Europe and (iii) from West Africa to the U.S. Eastern Seaboard.

 

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        Our Strategic Management Committee is expected to consist of Messrs. Georgiopoulos, Tavlarios and Vrondissis as well as Gary Brocklesby and Nicolas Busch, Navig8 Crude's former senior executives, who also are expected to serve as consultants to the Board; Mr. Busch also serves as a member of our Board. Messrs. Brocklesby and Busch each has over 15 years of industry experience and are responsible for all aspects of the Navig8 Group's operations. Their experience derives from prior executive roles coordinating ship management for commodity trading at Glencore, as well as their successful creation of the Navig8 Group, where they oversee management of over 300 vessels across Navig8 Group's commercial pools. Beyond experience, our history in ship management and our strategic commercial management relationship with the Navig8 Group allow greater access to market trends and information. We believe this relationship will drive better-informed decision-making both on employment of vessels and timing of vessel acquisitions and disposals.

        We believe our breadth of management experience and demonstrated track record will allow us to continue executing our growth strategy and to deliver returns to shareholders. In executing our strategy, our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizing shareholder value and returning capital to shareholders when appropriate.

        As of March 31, 2015, our total outstanding long term debt was $794.7 million (of which $12.1 million is due within one year), including $656.2 million in principal amount outstanding under our senior secured credit facilities and $138.5 million of indebtedness under our senior unsecured notes.

        For the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, we generated operating income of $38.7 million and $14.8 million and operating losses of $17.4 million and $66.9 million, respectively, and net income of $30.9 million and $7.5 million and net losses of $47.1 million and $101.1 million, respectively.

        We are incorporated under the laws of the Republic of the Marshall Islands. We maintain our principal executive offices at 299 Park Avenue, New York, New York 10171. Our telephone number at that address is (212) 763-5600. Our website is located at www.gener8maritime.com. Information on our website is not part of this prospectus.

Export Credit Facilities

        We are seeking to enter into two new credit facilities, which we refer to as the "Korean Export Credit Facility" and the "Chinese Export Credit Facility" and, collectively, the "Export Credit Facilities," to fund a portion of the remaining installment payments due under the shipbuilding contracts for our 21 VLCC newbuildings, and in connection therewith we have received non-binding letters of intent from Korea Trade Insurance Corporation, which we refer to as the "K-sure Letter of Intent," from The Export-Import Bank of Korea, which we refer to as the "Korea Eximbank Letter of Intent," and from China Export & Credit Insurance Corporation, which we refer to as the "Sinosure Letter of Intent." We refer to all three letters of intent collectively as the "Letters of Intent." Pursuant to the Letters of Intent for the Korean Export Credit Facility, certain lenders would provide funds totaling up to $1,007 million, with certain amounts guaranteed by the Export-Import Bank of Korea and insured by Korea Trade Insurance Corporation. Pursuant to the Letters of Intent for the Chinese Export Credit Facility, the Export-Import Bank of China, along with certain commercial lenders, would provide funds totaling up to $397 million, with 95% of the facility covered by a credit insurance policy provided by the China Export & Credit Insurance Corporation. We expect that under the definitive Export Credit Facilities, at or around the time of delivery of each of our 21 VLCC buildings, an amount equal to the lower of (i) 65% of the final contract price of such VLCC newbuilding and (ii) 60% of the fair market value of such VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding will be available to be drawn under the applicable Export Credit Facility.

 

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        The Letters of Intent propose that certain of our subsidiaries would be the borrowers under the Export Credit Facilities, which would be guaranteed by us and certain of our vessel-owning subsidiaries and secured by a pledge of the equity interests issued by such vessel-owning subsidiaries and a pledge by such vessel-owning subsidiaries of substantially all their assets, including first priority mortgages on the 21 VLCC newbuilding vessels. Pursuant to the Letters of Intent, the Export Credit Facilities would bear interest at LIBOR plus an applicable margin to be agreed to by the lenders, and repayment of such facilitates would be made quarterly commencing three months after delivery of the respective vessel, with a full payout profile of twelve years.

        The Export Credit Facilities would include a collateral maintenance covenant and financial covenants, including a maximum consolidated leverage covenant, minimum cash balance covenant and an interest coverage ratio covenant. The Export Credit Facilities would also include a number of other customary covenants, including covenants relating to delivery of quarterly and annual financial statements, budgets and annual projections; maintenance of required insurances; maintenance of a debt service reserve account; limitations on mergers, sale of assets; limitations on liens; limitations on transactions with affiliates; limitations on restricted payments; maintenance of flag and class of collateral vessels; and other customary covenants and related provisions. In addition, the Export Credit Facilities would include customary events of default and remedies for credit facilities of this nature, subject to customary cure periods for credit facilities of this nature.

        The Letters of Intent are non-binding and the Export Credit Facilities will be subject to definitive documentation and customary closing conditions; accordingly, no assurance can be given that the Export Credit Facilities will be procured on terms favorable to us, including the amount available to be borrowed, described above, or at all. See "Risk Factors—We cannot assure you that we will enter into new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder."

        In the event that we are unable to complete this offering or enter into or borrow under the Export Credit Facilities, our ability to fund amounts owed on newbuilding commitments will be materially adversely affected. See "Risk Factors—We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts."

Business Opportunities

        We believe that the following industry dynamics create attractive opportunities for us to execute our strategy successfully:

        Increasing freight rates offer opportunities for higher spot vessel earnings and vessel values.    As a result of the continued demand growth, longer voyage distances and moderate growth in vessel supply discussed below, time charter equivalent rates have increased over the past two quarters, and Gener8 intends to employ its fleet to capture this market opportunity as efficiently as possible. Market VLCC TCE rates per day averaged $60,400 during the three months ended March 31, 2015, significantly improving from both the average rate of $25,283 in 2014 and the 10 year average of $42,565 through December 31, 2014. The improvement in freight rates and a generally more positive market sentiment have also had a positive impact on newbuilding and secondhand vessel values. For example, in March 2015, a five-year-old VLCC was valued at $81 million, equivalent to an increase of 11% compared to March 2014. However, secondhand tanker values remain below long-term averages, and we believe at current levels they still offer an attractive opportunity for further expansion through consolidation.

        Continued growth in crude oil demand.    Oil accounts for approximately one-third of global energy consumption, and global demand has increased steadily over the past 15 years. The demand for crude oil grew to 92.5mm barrels per day in 2014, up 0.9% from 2013 and 2.7% from 2012, with consumption expected to reach 93.6mm barrels per day by the end of 2015. Developing countries, especially in Asia,

 

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have played a significant and growing role in the expansion of demand, with non-OECD countries experiencing annualized growth of 3.6% from 2004-2014, versus a modest decline of 0.8% for OECD countries. Asia, and in particular China, has seen the most rapid rise, with an annual growth rate of 5.0% over the same period. As many developing countries with increasing demand for oil do not have sufficient domestic resources, crude imports by these countries are poised to continue to increase, supporting demand for crude oil tankers. For example, from 2004 to 2014, Chinese crude oil imports increased by a compound annualized growth rate, or "CAGR," of 9.6%. Furthermore, per capita oil consumption in emerging economies, particularly China, is significantly lower than the U.S. and global averages, and as additional industrialization occurs, rising per capita consumption in these regions would further support oil trade growth. We believe that with the delivery of our newbuilds, our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes, and our expected participation in the pools of the world's largest fully-integrated commercial ship manager further enhances our scale and competitive advantage in the transportation of crude oil.

        Shifting supply and demand patterns driving increased ton-miles.    The demand for crude tankers, expressed in terms of ton miles, grew by CAGR of 1.3% from 2004 to 2014, twice the rate of crude oil seaborne trade growth, primarily due to the incremental demand coming from further distances from crude supply. The crude oil trade routes experiencing the highest growth over the last ten years are also some of the longest in round-trip miles. For example, West Africa to China (approximately 80 day round-trip) and South America to China (approximately 115 day round-trip) are newer long-distance routes and have seen significant demand growth over the past ten years. These routes are served predominantly by VLCC tankers, and we are an industry-leading operator of that vessel class. Ultimately, increased voyage distances result in a requirement for more vessels to transport an equivalent amount of oil and are most economically served by the larger vessels, such as VLCCs.

        Declining tanker orderbook and increased scrapping underpin limited growth in global tanker supply.    As of March 2015, the total current global crude tanker orderbook as a percentage of the on-the-water fleet was 14.3%, versus 50% in 2008, due to lower levels of ordering combined with cancellations. Historically, absolute orderbook levels have overstated the pace of fleet growth, as vessels not delivered as scheduled ranged from 28% to 46% of the total orderbook per year for the last five years. Additionally, scrapping rates are keeping pace with actual deliveries such that net supply growth was 0.9% in 2014, the lowest annual increase in over a decade. The number of VLCC, Suezmax and Aframax tankers currently on the water aged 15 years or older range from 18-20% of these vessel categories, and these older vessels could become candidates for scrapping as more modern tonnage delivers due to oil companies demanding younger vessels. We believe this backdrop is supportive of a strong charter rate environment for the tanker sector overall. Furthermore, we believe our fleet is well-positioned in all market environments given our relatively young fleet, which when fully delivered will have an average age on a market-value weighted basis of 4.8 years3 and a non-weighted average age of 8.1 years. Our current fleet's non-weighted average age is 10.9 years.

        Attractive dynamics for sector consolidation.    The crude tanker industry is highly fragmented with approximately 330 owners, and 83% of owners owning fewer than 10 vessels as of March 2015. Many smaller operators could benefit from improved economies of scale both in operations and regulatory compliance through consolidation with larger and better-capitalized companies, which are generally preferred by the oil majors. As of March 31, 2015, the top ten crude tanker operators globally have 337 vessels and 97.5 million DWT of combined carrying capacity, including ships on order, which represents 24.4% of total existing and to be delivered tanker capacity as of March 31, 2015. Members that we

   


3
Based on most recent valuations (as of March 12, 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings received on April 16, 2015. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation" for further information on the valuations of our operating vessels.

 

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expect to comprise our Strategic Management Committee have extensive experience in the sales and purchase markets, with transactions including General Maritime's acquisition of Arlington Tankers in 2008 and Metrostar Tankers in 2003 and 2010. Our acquisition of the VLCC newbuildings highlights our ability to continuously adapt to tanker market opportunities and to be an effective and proactive consolidator when an accretive opportunity presents itself. Additionally, further consolidation of commercial management of vessels into pools can serve to enhance earnings potential through increased utilization, which we expect to achieve through the scale and reach of the Navig8 Group's pools.

        We can provide no assurance, however, that the industry dynamics described above will continue or that we will be able to capitalize on such opportunities.

Our Competitive Strengths

        We believe that we possess a number of competitive strengths, including:

        Significant built-in growth from 21 "eco" VLCC newbuildings.    We believe that following the delivery of our newbuildings our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned fleets worldwide based on current estimated fleet sizes. Additionally, we believe our VLCC newbuildings provide the basis for significant growth in our earnings and cash flow as they deliver. As of May 11, 2015, we have $1,446.0 million of remaining installment payments in respect of our VLCC newbuildings, of which we plan to fund a majority through secured debt, leveraging our strong relationships with our lenders. Delivery of these vessels will more than double the DWT capacity of our fleet as compared to March 31, 2015.

        High-quality, versatile and young "eco" fleet.    We own a fleet of 46 tankers, including 21 VLCC newbuildings. Upon the delivery of our newbuildings, the market value-weighted4 average age of our fleet will be reduced to 4.8 years and a non-weighted average age of 8.1 years, making our fleet one of the youngest owned by U.S. publicly-listed crude tanker companies based on current orders. Our current fleet's non-weighted average age is 10.9 years. Our 21 "eco" design VLCC newbuildings incorporate many of the latest technological improvements designed to optimize speed and fuel consumption and reduce emissions, such as more fuel-efficient engines, and propellers and hull forms for decreased water resistance. These enhancements are expected to result in an estimated fuel savings of approximately 18 tons per day or $6,300 per vessel per day for each of our 21 "eco" VLCC newbuildings over conventional VLCCs, based on an assumed bunker price of $350/ton and operation at an assumed average speed of 12 knots. The vessels in our fleet were or are being built at highly reputable shipyards and are maintained to high standards that comply with the rigorous and comprehensive vetting processes of oil majors. Our diverse crude tanker fleet, with vessel sizes ranging from 70,000 DWT to 300,000+ DWT, provides us with the flexibility to strategically deploy our assets across a wide range of trade routes used for crude oil transportation. We believe that operating a scalable, versatile and high-quality fleet provides us with competitive advantages in securing favorable vessel employment, reducing operating costs and improving vessel utilization.

        Vessel employment strategy well positioned to capture upside from the improving tanker market.    We believe the continued increase in global oil demand and changes in oil trade patterns are driving an increase in crude oil ton-miles. These factors, combined with low near-term net fleet growth, are expected to result in an increase in daily charter rates, which has historically been correlated with an increase in asset values. We employ our vessels to maximize fleet utilization and earnings potential

   


4
Based on most recent valuations (as of March 12, 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings received on April 16, 2015. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation" for further information on the valuations of our operating vessels.

 

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through pool agreements, spot market related employment, and time charters. We seek to maximize long-term cash flow, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of May 11, 2015, 22 of our 25 vessels were, directly or through spot market focused pools, employed in the spot market. While we believe that our vessel employment strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns and adversely affected to the extent spot market rates decline. We intend to employ a majority of our vessels in the Navig8 Group's crude tanker pools, specifically the VL8, Suez8 and V8 pools. In addition, subject to reaching mutually agreeable commercial terms, we expect to receive a profit participation right in the Suez8 and the VL8 pools. These pools seek to maximize participant returns by employing the vessels into what we believe are improving spot market conditions. Though we believe the tanker market is poised for a recovery, we also seek to manage spot market exposure by entering into fixed rate time charters. We currently have two VLCCs and one Suezmax on fixed rate time charters (expiring in January 2016, February 2016 and July 2015, respectively). We may enter into additional time charters if the prevailing rates meet our return criteria or to manage freight market risk. We continuously monitor the spot and time charter rates in the tanker market and have flexibility in our fleet deployment to shift to longer-duration charters.

        Strong commercial platform, enhanced by our strategic relationship with the Navig8 Group.    Gener8 and the Navig8 Group maintain strong relationships with high quality customers throughout their histories, including Unipec, Saudi Aramco, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake, either directly or through pooling arrangements. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. Assuming all of our newbuild VLCCs and our existing spot VLCC, Suezmax and Aframax vessels are employed in the VL8 and Suez8 pools, Navig8 Group's VL8 pool will manage a fleet of 48 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels.5 Based on the current estimated size of other VLCC pools, this would position the VL8 pool as the largest global manager of VLCCs. We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information.

        U.S.-based management team and consultants with extensive experience in the shipping industry.    Our New York City-based executive management team and the two consultants we expect to retain include executives with extensive experience in the shipping industry who have a long track record of managing the commercial, technical and financial aspects of our business. Our three most senior executives have worked together for over 14 years. Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos, has over 25 years of maritime experience, is currently Chairman of companies with an aggregate ownership of over 150 vessels, and has taken public four companies on U.S. exchanges across different shipping segments. Our Chief Operating Officer, John P. Tavlarios, possesses extensive knowledge and experience regarding our history and operations and the shipping and international oil industry. Our Chief Financial Officer and Executive Vice President, Leonard Vrondissis, has over 14 years of banking, capital markets and shipping experience. Our Strategic Management Committee is expected to consist of Messrs. Georgiopoulos, Tavlarios and Vrondissis, as well as Gary Brocklesby and Nicolas Busch, Navig8 Crude's former senior executives, who also are expected to serve as consultants to the Board; Mr. Busch also serves as a member of our Board. Messrs. Brocklesby and Busch each has over 15 years of experience and are responsible for all aspects of the Navig8 Group's operations. Their experience derives from prior executive roles coordinating ship management for commodity trading at Glencore, as well as their successful creation of the Navig8 Group, where they oversee management of

   


5
Based on size of VL8, Suez8 and V8 pools as of May 11, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.

 

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over 300 vessels across Navig8 Group's commercial pools. Beyond experience, our history in ship management and strategic commercial management relationship with the Navig8 Group allows greater access to market trends and information. We believe this relationship will drive better-informed decision-making both on employment of vessels and timing of vessel acquisitions and disposals. Overall, we believe this breadth of management experience and demonstrated track record will allow us to continue executing our growth strategy.

        High quality, cost-efficient operations.    We outsource the technical management of our fleet to third-party independent technical managers while maintaining an in-house staff who are responsible for overseeing the third-party managers. We believe that this approach results in a cost structure that is highly competitive with the market, while allowing us to maintain our rigorous operational standards. Our management team actively monitors and controls vessel operating expenses and the quality of service that our technical managers provide. Furthermore, many of the vessels in our fleet are "sister ships," which provide us with operational and scheduling flexibility, as well as economies of scale, in their operation and maintenance.

        Strong liquidity and financial flexibility.    Upon consummation of this offering, we believe we will be well-capitalized, with a strong balance sheet to support growth of our business through various charter rate environments. We expect to leverage our strong relationships with our lenders to obtain secured debt to fund the majority of the $1,446.0 million of remaining installment payments in respect of our VLCC newbuildings as of May 11, 2015. We may use a portion of the proceeds of this offering to help fund any remaining payments after giving effect to such anticipated secured debt financing. We believe our balance sheet strength will help position us to capitalize on potential vessel consolidation opportunities as they become available.

Our Business Strategy

        Our strategy is to leverage our competitive strengths to enhance our position within the industry and maximize long-term shareholder returns. Our strategic initiatives include:

        Optimize our vessel deployment to maximize shareholder returns.    We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate. Based on our expectation of continued improvement in the crude tanker market, we expect to continue to employ our vessels primarily on spot market related employment to capture upside potential. We believe our strategic commercial management relationship with Navig8 Group and participation in Navig8 Group's pools will provide us with unique benefits, including access to both scale and superior utilization, versus the broader market. We believe these pools will allow us to capture additional opportunities as they become available. Our management actively monitors market conditions and changes in charter rates to seek to achieve optimal vessel deployment for our fleet.

        Maintain cost-efficient operations.    We outsource the technical management of our fleet to experienced third-party managers who have specific teams dedicated to our vessels. We believe the technical management cost at third-party managers is lower than what we could achieve by performing the function in-house. We will continue to aggressively manage our operating and maintenance costs and quality by actively overseeing the activities of the third-party technical managers and by monitoring and controlling vessel operating expenses they incur on our behalf.

 

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        Operate a young, high-quality fleet and continue to safely and effectively serve our customers.    Our fully-delivered fleet will have a market-value weighted average age of 4.8 years and a non-weighted average age of 8.1 years, which we believe will be among the youngest crude tanker fleets in the industry6. Our current fleet's non-weighted average age is 10.9 years. We intend to maintain a high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements through our technical managers' rigorous and comprehensive maintenance programs under our active oversight. Our fleet has a strong safety and environmental record that we maintain through regular maintenance and inspection. We believe that, when delivered, the "eco" design of our 21 VLCC newbuildings, as well as the extensive experience from our technical managers and our in-house oversight team, will enhance our position as a preferred provider to oil major customers.

        Continue to opportunistically engage in acquisitions or disposals to maximize shareholder value.    Our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizing shareholder value and returning capital to shareholders when appropriate. Our executive management team and the persons who are expected to comprise the Strategic Management Committee have a demonstrated track record in sourcing and executing acquisitions and disposals at attractive points in the cycle and financings. We are continuously and actively monitoring the market in an effort to take advantage of growth opportunities. We believe that the demand created by changing oil trade pattern distances is most significant in the VLCC sector as those ships are directed largely to long-haul trade routes to China. Consistent with our strategy, we purchased 21 "eco" design VLCC newbuildings with scheduled deliveries during the period from August 2015 to February 2017.

        Actively manage capital structure and return capital to shareholders when appropriate.    We believe that we have access to multiple financing sources, including banks and the capital markets. We expect to leverage our strong relationships with our lenders to obtain secured debt to fund the majority of the $1,446.0 million of remaining installment payments in respect of our VLCC newbuildings as of May 11, 2015. We intend to manage our capital structure by actively monitoring our leverage level with changing market conditions and returning capital to shareholders when appropriate.


Our Common Shares

        Immediately prior to the consummation of this offering, our outstanding common shares consist of                     shares of common stock.

        On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on a one-to-one basis to a single class of common stock.

        At the closing of the 2015 merger on May 7, 2015, we issued 31,233,345 shares of our common stock into a trust account for the benefit of Navig8 Crude's former shareholders. Since we may be required to adjust the proportion of cash and stock as merger consideration depending on whether Navig8 Crude's former shareholders are permitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject to change. Throughout this prospectus, references to the number of common shares outstanding or issued, or to percentages thereof, prior to, as of and following the consummation of this offering, and references to the number of shares issued in connection with the 2015 merger, assume, unless otherwise indicated by context, that 99% of Navig8 Crude's former shareholders receive our shares as merger consideration and the remaining 1% receive cash. For information regarding the shares of our common stock issued in connection with the 2015 merger, see "Business—2015 Merger."

   


6
Based on most recent valuations (as of March 12, 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings received on April 16, 2015. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation" for further information on the valuations of our operating vessels.

 

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        References to the number of common shares outstanding or issued, or to percentages thereof, as of and following the consummation of this offering also assume, unless otherwise indicated by context, that the underwriters do not exercise any portion of their over-allotment option.


Our Shareholders

        Our large shareholders include Oaktree, BlueMountain, Avenue, Aurora, Monarch, and BlackRock, or their investment entities or respective affiliates, which, upon completion of this offering, are expected to own        %,        %,        %,         %,        %,        % and         % of our common shares respectively (or        %,        %,        %,         %,        %,        % and        % of our common shares respectively if the underwriters exercise their over-allotment option in full). Please see "Principal Shareholders" for more information regarding our share ownership following this offering. In this prospectus, "Oaktree" refers to Oaktree Capital Management L.P. and/or one or more of its investment entities and the funds managed by it, "BlueMountain" refers to BlueMountain Capital Management, LLC and/or one or more of its investment entities, "BlackRock" refers to BlackRock, Inc. and/or one or more of its investment entities, "Aurora" refers to Aurora Resurgence Capital Partners II LLC, Aurora Resurgence Advisors II LLC and/or one or more of their investment entities or affiliates, "Avenue" refers to Avenue Capital Group and/or one or more of its funds or managed accounts, and "Monarch" refers to Monarch Alternative Capital LP and/or one or more of its affiliates. See "Principal Shareholders" for more details on these shareholders.

        In connection with the closing of the 2015 merger, we entered into a shareholders agreement with certain shareholders who held at least 5% of the outstanding shares of our common stock upon consummation of the 2015 merger. This shareholders agreement, which we refer to as the "2015 shareholders agreement," sets forth certain understandings and agreements with respect to certain corporate governance matters, including (i) fixing the number of directors serving on Gener8 Maritime's board of directors at seven, (ii) obligating certain shareholders to vote their shares to support the election of certain directors, including directors designated by certain other shareholders, (iii) creating a Strategic Management Committee and appointing the members thereof and (iv) creating a compensation committee and appointing directors thereto. While the 2015 shareholders agreement terminates upon consummation of this offering, each of the directors immediately prior to the consummation of this offering is entitled under the 2015 shareholders agreement to be offered the opportunity to continue to serve as a director following the consummation of this offering provided that, in the case of a director who is a shareholder designee, such director is considered independent and that the designating shareholder responsible for such director's appointment will own at least five percent of our outstanding common shares following consummation of this offering.

        Additionally, in connection with the closing of the 2015 merger, we entered into a Second Amended and Restated Registration Rights Agreement which provides that certain shareholders will be entitled to demand a certain number of long-form registrations and short-form registrations of all or part of their registrable securities. We refer to this agreement as the "2015 registration rights agreement."

        Upon the completion of this offering, Navig8 Limited is expected to own      % of our common shares (or        % of our common shares if the underwriters exercise their over-allotment option in full), and we have certain agreements with members of the Navig8 Group that were entered into prior to the 2015 merger. Nicolas Busch, a member of our Board, and who is also expected to serve as a consultant to our Board and member of the Strategic Management Committee, and Gary Brocklesby, who is expected to serve as a consultant to our Board and a member of the Strategic Management Committee, are each directors and minority beneficial owners of Navig8 Limited. See "Risk Factors—See Certain affiliations may result in conflicts of interest between us and the former executives and managers of Navig8 Crude Tankers, Inc., all of which are affiliates of the Navig8 Group."

        For more information on the Strategic Management Committee, the 2015 shareholders agreement, the 2015 registration rights agreement, and our agreements with affiliates of Navig8 Limited and the

 

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rights of our shareholders thereunder, see "Management—Our Strategic Management Committee," "Related Party Transactions—2015 Merger Related Transactions—2015 Shareholders Agreement," "Related Party Transactions—2015 Merger Related Transactions—2015 Registration Rights Agreement," "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc." and "Shares Eligible for Future Sale—Registration Rights."


Our Dividend Policy

        We have not declared or paid any dividends since the fourth quarter of 2010. Moreover, pursuant to restrictions under our debt instruments, we are currently prohibited from paying dividends. We currently intend to retain future earnings, if any, for use in the operation and expansion of our business. We may, however, adopt in the future a policy to pay cash dividends, taking into account any restrictions under our indebtedness. Please see "Our Dividend Policy" below for additional information regarding our dividend policy.


Risk Factors

        We face a number of risks associated with our business and industry. These risks include the following, among others:

    charter values, counterparty risks and customer relations;

    changes in economic and competitive conditions affecting our business, including cyclicality, market fluctuations in charter rates, transportation patterns, charterers' abilities to perform under existing charters and exchange rate fluctuations;

    changes in the market value of our vessels;

    changing political and governmental conditions affecting our industry and business;

    risks related to war, terrorism and piracy;

    potential liability from future litigation and potential costs due to environmental damage and vessel incidents;

    dependence on third-party commercial and technical managers;

    risks related to the financing, construction and operation of our newbuilding vessels, including risks of delay, cost overruns and cancellation of our newbuilding contracts and risks that our newbuildings will not provide the fuel consumption savings that we expect or that we will fail to fully realize any fuel efficiency benefits of our newbuildings;

    risks related to the purchase and operation of secondhand vessels;

    significant exposure to spot charters either directly or through pools which operate primarily in the spot market;

    a history of operations which includes periods of operating and net losses and a Chapter 11 bankruptcy reorganization;

    the length and number of off-hire periods;

    risks related to dependence on our management and potential conflicts of interest;

    risks related to our liquidity, level of indebtedness, operating expenses, capital expenditures and financing;

    the substantial percentage ownership of our common shares by Oaktree, BlueMountain, Avenue, Aurora, Monarch, and BlackRock, and their ability to exert influence over us; and

    the impact of any election we may make to take advantage of certain exemptions applicable to emerging growth companies.

        This is not a comprehensive list of risks to which we are subject, and you should carefully consider all the information in this prospectus prior to investing in our common shares. In particular, we urge

 

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you to carefully consider the risk factors set forth in the section of this prospectus entitled "Risk Factors" beginning on page 20.


Implications of Being an Emerging Growth Company

        As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012, or the "JOBS Act." An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company,

    we may present only two years of audited financial statements and only two years of related Management's Discussion & Analysis of Financial Condition and Results of Operations, or MD&A;

    we are exempt from the requirement to obtain an attestation report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

    we are permitted to provide less extensive disclosure about our executive compensation arrangements; and

    we are not required to give our shareholders non-binding votes on executive compensation or "golden parachute" arrangements.

        We may take advantage of these provisions for up to five full fiscal years or such earlier time that we are no longer an emerging growth company. We may choose to take advantage of some but not all of these reduced burdens. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, have more than $700 million in market value of our common shares held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period.

        Additionally, although the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, we have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

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The Offering

Common shares outstanding

                      common shares

Common shares to be offered

 

                     common shares

Option to purchase additional shares

 

We have granted the underwriters a 30-day option to purchase from us up to an additional      common shares to cover over-allotment.

Common shares to be outstanding immediately after this offering assuming no exercise of underwriters' over-allotment option

 

                     common shares

assuming full exercise of underwriters' over-allotment option

 

                     common shares

Use of proceeds

 

We estimate that the net proceeds to us from this offering will be approximately $        million after deducting underwriting discounts and commissions and estimated expenses payable by us, or approximately $        million if the underwriters exercise in full their over-allotment option, based on an assumed offering price of $        per share, which represents the midpoint of the price range set forth on the cover of this prospectus.

 

We intend to use the net proceeds from this offering to redeem a portion of our senior notes (described below under "Description of Indebtedness—Senior Notes"), to repay a portion of the indebtedness owed under our current credit facilities and for general corporate purposes, including payment of a portion of the installment payments due under the shipbuilding contracts for our VLCC newbuildings. See "Use of Proceeds" below for more information. Our management will have the discretion to apply some or all of the proceeds of this offering for purposes of vessel acquisitions or for general corporate purposes.

Listing

 

We intend to apply to have our common shares listed on the New York Stock Exchange under the symbol "GNRT."

 

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Summary Historical Financial and Other Data

        The following summary historical financial and other data should be read in connection with, and are qualified by reference to, the consolidated financial statements and related notes included in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this prospectus. The summary historical financial and other data in the below tables as of December 31, 2014 and 2013 and the summary historical financial and other data for the years ended December 31, 2014 and 2013 are derived from our audited consolidated financial statements for the years ended December 31, 2014 and 2013 included herein. The summary historical financial and other data in the below tables as of March 31, 2015 and the summary historical financial and other data for the three months ended March 31, 2015 and 2014 are derived from our unaudited condensed consolidated financial statements for the three months ended March 31, 2015 and March 31, 2014 included herein. Historical results are not necessarily indicative of results that may be expected for any future period.

 
  Year ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015(2)
  March 31,
2014
 

Income Statement Data:

                         

Voyage revenues

  $ 392,409   $ 356,669   $ 121,402   $ 123,282  

Voyage expenses

    239,906     259,982     45,894     68,884  

Direct vessel expenses

    84,209     90,297     20,897     21,847  

General and administrative expenses

    22,418     21,814     4,624     5,478  

Depreciation and amortization

    46,118     45,903     10,999     11,169  

Goodwill write-off for sales of vessels

    1,249     1,068          

Loss on goodwill impairment

    2,099              

Loss on disposal of vessels and vessel equipment

    8,729     2,452     131     1,112  

Loss on impairment of vessels

        2,048          

Closing of Portugal office

    5,123         192      
                   

Total operating expenses

    409,851     423,564     82,737     108,490  
                   

Operating income (loss)

    (17,442 )   (66,895 )   38,665     14,792  

Net interest expense

    (29,849 )   (34,643 )   (7,427 )   (7,266 )

Net other income (expense)

    207     465     (319 )   (65 )
                   

Total other expenses

    (29,642 )   (34,178 )   (7,746 )   (7,331 )
                   

Net income (loss)

  $ (47,084 ) $ (101,073 ) $ 30,919   $ 7,461  
                   
                   

Income (loss) per Class A and Class B common share:

                         

Basic(1)

  $ (1.54 ) $ (8.64 ) $ 0.93   $ 0.32  

Diluted(1)

  $ (1.54 ) $ (8.64 ) $ 0.93   $ 0.32  

(1)
The common shares during the year ended December 31, 2013 were reclassified as Class A shares on December 12, 2013 which is reflected retrospectively herein. See "Related Party Transactions—December 2013 Class B Financing" for more details. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the factors affecting comparability across the periods.

(2)
On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on a one-to-one basis to a single class of common stock.

At the closing of the 2015 merger on May 7, 2015, we issued 31,233,345 shares of our common stock into a trust account for the benefit of Navig8 Crude's former shareholders. Since we may be required to adjust the proportion of cash and stock as merger consideration depending on whether Navig8 Crude's former shareholders are permitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject to change.

 

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    In connection with the closing of the 2015 merger, we issued 483,971 shares of our common stock as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement, we assumed an outstanding Navig8 Crude warrant and option to purchase an aggregate of 1,444,940 shares of our common stock, and we acquired cash and cash equivalents of $41.4 million and vessels under construction of $364.2 million as of March 31, 2015. For information regarding 2015 merger, see "Business—2015 Merger."

(dollars in thousands)
  March 31,
2015
  December 31,
2014
  December 31,
2013
 

Balance Sheet Data, at end of year / period:

                   

Cash and cash equivalents

  $ 163,674   $ 147,303   $ 97,707  

Total current assets

    248,188     230,662     200,688  

Vessels, net of accumulated depreciation

    805,169     814,528     873,435  

Total assets

    1,393,783     1,360,925     1,122,934  

Current liabilities (including current portion of long-term debt)

    62,369     52,770     79,508  

Total long-term debt

    782,654     790,835     677,632  

Total liabilities

    845,210     843,776     757,244  

Shareholders' equity

    548,573     517,149     365,690  

 

 
  Year Ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Cash Flow Data:

                         

Net cash (used in) provided by operating activities

  $ (11,797 ) $ (40,472 ) $ 39,291   $ 2,978  

Net cash (used in) provided by investing activities

    (238,019 )   4,302     (22,853 )   (156,816 )

Net cash provided by (used in) financing activities

    299,417     104,901     (449 )   159,377  

 

 
  Year Ended   Three Months Ended  
(dollars in thousands except fleet data and daily results)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Fleet Data:

                         

Total number of vessels at end of period(1)

    25     27     25     26  

Average number of vessels(1)

    25.7     27.8     25.0     26.5  

Total operating days for fleet(2)

    8,801     9,778     2,153     2,256  

Total time charter days for fleet

    550     1,269     201     90  

Total spot market days for fleet

    8,251     8,509     1,952     2,166  

Total calendar days for fleet(3)

    9,379     10,145     2,250     2,383  

Fleet utilization(4)

    93.8 %   96.4 %   95.7 %   94.7 %

Average Daily Results:

                         

Time charter equivalent(5)

  $ 17,328   $ 9,889   $ 35,069   $ 24,114  

VLCC

    17,255     10,244     42,623     24,162  

Suezmax

    17,161     10,828     35,871     23,695  

Aframax

    19,634     9,569     27,857     29,579  

Panamax

    17,235     5,504     27,568     18,041  

Handymax

    10,231     6,879     19,461     11,943  

Direct vessel operating expenses(6)

    8,978     8,901     9,287     9,168  

General and administrative expenses(7)

    2,390     2,150     2,055     2,299  

Total vessel operating expenses(8)

    11,368     11,051     11,343     11,467  

Other Data:

                         

EBITDA(9)

  $ 28,883   $ (20,527 ) $ 49,345   $ 25,896  

Adjusted EBITDA(9)

  $ 46,083   $ (14,959 ) $ 49,668   $ 27,008  

(1)
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the

 

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    period divided by the number of calendar days in that period. Total number of vessels and Average number of vessels exclude our 21 VLCC newbuildings.

(2)
Total operating days for fleet are the total days our vessels were in our possession for the relevant period net of off hire days associated with major repairs, drydockings or special or intermediate surveys.

(3)
Total calendar days for fleet are the total days the vessels were in our possession for the relevant period including off hire days associated with major repairs, drydockings or special or intermediate surveys.

(4)
Fleet utilization is the percentage of time that our vessels were available for revenue generating voyages, and is determined by dividing total operating days for fleet by total calendar days for fleet for the relevant period.

(5)
Time Charter Equivalent, or "TCE," is a measure of the average daily revenue performance of a vessel. We calculate TCE by dividing net voyage revenue by total operating days for fleet. Net voyage revenues are voyage revenues minus voyage expenses. We evaluate our performance using net voyage revenues. We believe that presenting voyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated with particular voyages or deployment of vessels on time charter or on the spot market and presents a more accurate representation of the revenues generated by our vessels.

(6)
Direct vessel operating expenses, which is also referred to as "direct vessel expenses" or "DVOE," include crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs incurred during the relevant period. Daily DVOE is calculated by dividing DVOE by the total calendar days for fleet for the relevant period.

(7)
Daily general and administrative expense is calculated by dividing general and administrative expenses by total calendar days for fleet for the relevant time period.

(8)
Total Vessel Operating Expenses, or "TVOE," is a measurement of our total expenses associated with operating our vessels. Daily TVOE is the sum of daily direct vessel operating expenses, and daily general and administrative expenses.

(9)
EBITDA represents net income (loss) plus net interest expense and depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the items set forth in the table below, which represent certain non-cash items and one-time items that we believe are not indicative of the ongoing performance of our core operations. EBITDA and Adjusted EBITDA are included in this prospectus because they are used by management and certain investors as measures of operating performance. EBITDA and Adjusted EBITDA are used by analysts in the shipping industry as common performance measures to compare results across peers. Our management uses EBITDA and Adjusted EBITDA as performance measures and they are also presented for review at our board meetings. EBITDA and Adjusted EBITDA are not items recognized by accounting principles generally accepted in the United States of America (GAAP), and should not be considered as alternatives to net income, operating income, cash flow from operating activity or any other indicator of a company's operating performance or liquidity required by GAAP. The definitions of EBITDA and Adjusted EBITDA used here may not be comparable to those used by other companies. These definitions are also not the same as the definition of EBITDA and

 

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    Adjusted EBITDA used in the financial covenants in our debt instruments. Set forth below is the EBITDA and Adjusted EBITDA reconciliation.

 
  Year Ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Net income (loss)

  $ (47,084 ) $ (101,073 ) $ 30,919   $ 7,461  

Net interest expense

    29,849     34,643     7,427     7,266  

Depreciation and amortization

    46,118     45,903     10,999     11,169  
                   

EBITDA

    28,883     (20,527 )   49,345     25,896  

Adjustments

                         

Loss on disposal of vessels and vessel equipment

    8,729     2,452     131     1,112  

Goodwill impairment

    2,099              

Goodwill write-off for sales of vessels

    1,249     1,068          

Vessel impairment

        2,048          

Closing of Portugal office

    5,123         192      
                   

Adjusted EBITDA

  $ 46,083   $ (14,959 ) $ 49,668   $ 27,008  
                   
                   

 

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RISK FACTORS

        Before making a decision to purchase our common shares, you should carefully consider the following risks, as well as the other information contained in this prospectus. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or the trading price of our common shares.

Risk Factors Related To Our Industry

    Our revenues may be adversely affected if we and/or our pool managers do not successfully employ our vessels.

        We seek to employ our vessels with reputable and creditworthy customers to maximize fleet utilization and earnings upside through spot market related employment, pool agreements and time charters in a manner that maximizes long-term cash flow, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of March 31, 2015, 22 of our 25 vessels are employed in the spot market (either directly or through spot market focused pools), given our expectation of near- to medium-term increases in charter rates. One of our Suezmax vessels and two of our VLCC vessels are contractually committed to fixed-rate time charters. The Suezmax time charter is expected to expire in July 2015 and the VLCC time charters are expected to expire in January and February 2016. The charterers under the VLCC time charters have the right to extend the term of those time charters for an additional year beyond the initial expiration dates. Additionally, pursuant to a time charter which is currently anticipated to expire in February 2016, we have chartered in a VLCC vessel, the Nave Quasar, and have deployed it in the VL8 pool, a spot-market focused pool, managed by an affiliate of the Navig8 Group. Further, we plan on taking delivery of 21 additional VLCC vessels between the third quarter of 2015 and the first quarter of 2017, which we will employ in spot market focused pools or on time charters. We are contractually obligated to deploy 14 of these VLCC vessels in the VL8 pool for at least one year following their delivery. See "Business—Employment of Our Fleet—VL8, Suez8 and V8 Pools" for more information on these contractual arrangements.

        In recent years, we have primarily deployed our vessels on spot market voyage charters (either directly or through pools which operate primarily in the spot market). Although spot chartering is common in the crude and product tankers sectors, crude and product tankers charter hire rates are highly volatile and may fluctuate significantly based upon demand for seaborne transportation of crude oil and petroleum products, as well as tanker supply. The successful operation of our vessels in the spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is highly volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. Although charter hire rates have risen in recent months, there is no assurance that the crude oil and product tanker charter market will continue to recover over the next several months or that it will not decline further. Furthermore, as charter rates for spot charters are fixed for a single voyage that may last up to three months, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases. Additionally, even if our vessels are not otherwise employed during a period of rising rates, we may not obtain spot charters during such periods because of vessel position or because of competition.

        Although our time charters generally provide stable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable.

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        We earned approximately 95.0% and 93.1% of our net voyage revenue from spot charters (directly or through pool agreements) for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively. The spot charter market is highly competitive, and spot market voyage charter rates may fluctuate dramatically based primarily on the worldwide supply of tankers available in the market for the transportation of oil and the worldwide demand for the transportation of oil by tanker. There can be no assurance that future spot market voyage charters will be available at rates that will allow us to operate our vessels deployed in the spot market profitably or that we will successfully employ our vessels at available rates.

    The cyclical nature of the tanker industry may lead to volatility in charter rates and vessel values which may adversely affect our earnings.

        We anticipate that future demand for our vessels, and in turn our future charter rates, will be affected by the rate of economic growth in the world's economy, as well as seasonal and regional changes in demand and changes in the capacity of the world's fleet. As of March 31, 2015, we were party to three time charter contracts, one of which is expected to expire during July 2015 and the other two of which are expected to expire in January and February 2016, and all of our remaining vessels were employed in the spot market (either directly or through spot-market focused pools). As a result, we currently have limited contractual committed future revenues and thus are largely subject to spot market rates, which are highly volatile. Over the last five years, reported TCE rates for VLCCs ranged from $74,600/day in January 2010 to negative rates in some months of 2013. If the tanker industry, which has been highly cyclical, is depressed in the future when a charter expires, or at a time when we may want to sell a vessel, our earnings and available cash flow will be adversely affected. There can be no assurance that we or our pool manager will be able to successfully charter our vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations, including payment of debt service to lenders.

        The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. The recent global financial crisis has intensified this unpredictability.

        The factors that influence demand for tanker capacity include:

    supply of and demand for petroleum and petroleum products;

    global, regional economic and political conditions, including developments in international trade and fluctuations in industrial and agricultural production;

    geographic changes in oil production, processing and consumption;

    oil price levels;

    actions by the Organization of the Petroleum Exporting Countries, or "OPEC";

    inventory policies of the major oil and oil trading companies;

    strategic inventory policies of countries such as the United States and China;

    increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve or the conversion of existing non-oil pipelines to oil pipelines in those markets;

    changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;

    environmental and other legal and regulatory developments;

    currency exchange rates;

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    weather and acts of God and natural disasters, including hurricanes and typhoons;

    competition from alternative sources of energy and other modes of transportation; and

    international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.

        The factors that influence the supply of tanker capacity include:

    current and expected purchase orders for tankers;

    the number of tanker newbuilding deliveries;

    the scrapping rate of older tankers;

    conversion of tankers to other uses or conversion of other vessels to tankers;

    the price of steel and vessel equipment;

    technological advances in tanker design and capacity;

    tanker freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of tankers;

    the number of tankers that are out of service;

    changes in environmental and other regulations that may limit the useful lives of tankers; and

    port and canal congestion charges.

        Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The recent global economic crisis may further reduce demand for transportation of oil over long distances and supply of tankers that carry oil, which may materially affect our revenues, profitability and cash flows.

    An over-supply of tanker capacity may lead to prolonged weakness or further reductions in charter rates, vessel values, and profitability.

        The global supply of tankers generally increases with deliveries of new vessels and decreases with the scrapping of older vessels. If the capacity of new vessels delivered exceeds the capacity of tankers being scrapped and lost, global tanker capacity will increase. We believe that the total newbuilding order books for VLCC, Suezmax, Aframax, Panamax and Handymax vessels scheduled to enter the fleet through 2017 currently are a substantial portion of the existing fleets, and there can be no assurance that the order books will not increase further in proportion to the existing fleets.

        If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly, charter rates and vessel values could experience prolonged weakness or a material decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our business, financial condition, operating results, ability to pay distributions or the trading price of our common shares.

    The international tanker industry has experienced a drastic downturn after experiencing historically high charter rates and vessel values in early 2008, and a sustained or further downturn in this market may have an adverse effect on our earnings, impair our goodwill and the carrying value of our vessels and affect compliance with our loan covenants.

        The Baltic Dirty Tanker Index, a U.S. dollar daily average of charter rates that takes into account input from brokers around the world regarding crude oil fixtures for various routes and tanker vessel sizes and is issued by the London based Baltic Exchange (an organization providing maritime market information for the trading and settlement of physical and derivative contracts), declined from a high of 2,347 in July 2008 to a low of 453 in mid April 2009, which represents a decline of 80%. The index

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rose to 809 as of March 31, 2015. The Baltic Clean Tanker Index fell from 1,509 points as of June 19, 2008, to 345 points as of April 4, 2009. The index rose to 676 as of March 31, 2015. The dramatic decline in these indexes and charter rates in late 2008 and 2009 was due to various factors, including the significant fall in demand for crude oil and petroleum products, the consequent rising inventories of crude oil and petroleum products in the United States and in other industrialized nations, and increases in vessel supply. Tanker freight rates remained weak until the last quarter of 2014 when a combination of rising demand for oil and petroleum products, longer voyage distances, moderate growth in vessel supply and positive market sentiment led to an increase in the Baltic Tanker Indexes and crude oil tanker and petroleum product charter rates. However, there can be no assurance that the crude oil charter market and/or the petroleum product charter market will increase further, and the market could decline.

        A sustained or further decline in charter rates could have a material adverse effect on our business, financial condition and results of operations. If the charter rates in the tanker market remain depressed or decline from their current levels, our future earnings may be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our debt instruments. Additionally, a downturn in the tanker market, or a decline in the fair value of our tanker vessels, could adversely impact our future earnings, since we may be required to record impairment adjustments to our goodwill. We evaluate our goodwill for impairment in the fourth quarter of our fiscal year, unless there are indicators that would require a more frequent evaluation. We evaluated our goodwill for impairment in the fourth quarter of 2014 and recorded goodwill impairment of approximately $2.1 million for the year ended December 31, 2014. See Notes 1 and 3 to the financial statements for years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus for more information on this impairment to goodwill. It was determined that there was no indicator of goodwill impairment during the three months ended March 31, 2015.

    The market for crude oil and refined petroleum product transportation services is highly competitive and we may not be able to effectively compete.

        Our vessels are employed in a highly competitive market. Our competitors include the owners of other VLCC, Suezmax, Aframax, Panamax and Handymax vessels and, to a lesser degree, owners of other size tankers. Both groups include independent oil tanker companies as well as oil companies.

        We may not be able to compete profitably as we expand our business into new geographic regions or provide new services. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

    The market value of our vessels may fluctuate significantly, and we may incur impairment charges or incur losses when we sell vessels following a decline in their market value.

        It is possible that the fair market value of our vessels may decrease depending on a number of factors including:

    general economic and market conditions affecting the shipping industry;

    competition from other shipping companies;

    supply and demand for tankers and the types and sizes of tankers we own;

    alternative modes of transportation;

    ages of vessels;

    cost of newbuildings;

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    governmental or other regulations;

    prevailing of charter rates; and

    technological advances.

    Declines in charter rates and other market deterioration could cause the market value of our vessels to decrease significantly.

        We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed when events and changes in circumstances indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates, fleet utilization, future operating costs and earnings from the vessels. Some of these items have been historically volatile.

        If the recoverable amount, on an undiscounted basis, is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Any impairment charges incurred as a result of further declines in charter rates could negatively affect our financial condition and operating results.

        Due to the cyclical nature of the tanker market, the market value of one or more of our vessels may at various times be lower than their book value, and sales of those vessels during those times would result in losses. If we determine at any time that a vessel's future useful life and earnings require us to impair its value on our financial statements, that would result in a charge against our earnings and the reduction of our shareholders' equity. If for any reason we sell vessels at a time when vessel prices have fallen, the sale may be at less than the vessel's carrying amount on our financial statements, with the result that we would also incur a loss and a reduction in earnings. Declining tanker values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity. In addition, declining vessel values could result in the requirement to repay outstanding amounts or a breach of loan covenants, which could give rise to an event of default under our debt instruments.

    The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.

        Global financial markets and economic conditions have been, and continue to be, volatile. In recent years, businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, volatile interest rates, and declining markets. There has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.

        Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased to provide, funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due

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or we may be unable to execute our business plan, complete additional vessel acquisitions, or otherwise take advantage of potential business opportunities as they arise.

    If economic conditions throughout the world do not improve, it will impede our operations.

        Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, the world economy continues to face a number of new challenges, including uncertainty related to the winding down of the U.S. Federal Reserve's bond buying program and declining global growth rates. These challenges also include continuing turmoil and hostilities in the Middle East, Ukraine, North Africa and other geographic areas and countries and continuing economic weakness in the European Union. There has historically been a strong link between the development of the world economy and demand for energy, including oil and refined products. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and refined products and for our services. Such changes could adversely affect our results of operations and cash flows.

        We face risks attendant to changes in economic environments, changes in interest rates and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values, may have a material adverse effect on our results of operations and may cause the price of our common shares to decline.

    The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

        As a result of the credit crisis in Europe, in particular in Greece, Cyprus, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the "EFSF," and the European Financial Stability Mechanism, or the "EFSM," to provide funding to Eurozone countries in financial difficulties that seek such support. In December 2010, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the "ESM," which was established on October 8, 2012 to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil and consequently for our services. These potential developments, or market perceptions concerning these and related issues, could adversely affect our financial position, results of operations and cash flow.

    A further economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations.

        A significant number of the port calls made by our vessels involve the transportation of crude oil and petroleum products to ports in the Asia Pacific region. As a result, continued economic slowdown in the region, and particularly in China or Japan, could have an adverse effect on our business, results of operations, cash flows and financial condition. Before the global economic financial crisis that began in 2008, China had one of the world's fastest growing economies in terms of gross domestic product, or "GDP," which had a significant impact on shipping demand. The growth rate of China's GDP is estimated by government officials to average 7.3% for the year ended December 31, 2014, as compared to approximately 7.7% for the year ended December 31, 2013 and 7.7% for the year ended December 31, 2012, and continues to remain below pre-2008 levels. In addition, China has imposed measures to restrain lending, which may further contribute to a slowdown in its economic growth. China and other countries in the Asia Pacific region may continue to experience slowed or even

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negative economic growth in the future. Many of the economic and political reforms adopted by the Chinese government are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports of crude oil or petroleum products to China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or restrictions on importing commodities into the country. Notwithstanding economic reform, the Chinese government may adopt policies that favor domestic tanker companies and may hinder our ability to compete with them effectively. Moreover, a significant or protracted slowdown in the economies of the United States, the European Union or various Asian countries may adversely affect economic growth in China and elsewhere. Our business, results of operations, cash flows and financial condition could be materially and adversely affected by an economic downturn in any of these countries.

    Any decrease or prolonged weakness in shipments of crude oil may adversely affect our financial performance.

        The demand for our vessels and services in transporting oil derives from demand around the world for oil from Arabian Gulf, West African, North Sea and Caribbean countries, which, in turn, primarily depends on the economies of the world's industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world's industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world's oil markets have experienced high levels of volatility in the last 25 years. In 2012, crude oil reached a high of $118.74 per barrel and a low of $91.19 per barrel, in 2013, crude oil reached a high of $118.90 per barrel and a low of $97.69 per barrel and in 2014, crude oil reached a high of $111.57 per barrel and a low of $54.36 per barrel. As of March 31, 2015, crude oil was $47.72 per barrel.

        Any decrease or prolonged weakness in shipments of crude oil from the above-mentioned geographical areas could have a material adverse effect on our financial performance. Among the factors that could lead to such a decrease or prolonged weakness are:

    increased crude oil production from other areas, including the exploitation of shale reserves in the United States and the growth in its domestic oil production and exportation;

    increased refining capacity in the Arabian Gulf or West Africa;

    increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;

    a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;

    armed conflict in the Arabian Gulf and West Africa and political or other factors;

    trade embargoes or other economic sanctions by the United States and other countries against Russia as a result of increased political tension due to Russia's recent annexation of Crimea and the conflict in Ukraine; and

    the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.

        In addition, the current economic conditions affecting the United States and world economies may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

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    Increasing self-sufficiency in energy by the United States could lead to a decrease or prolonged weakness in imports of oil to that country, which to date has been one of the largest importers of oil worldwide.

        The United States is expected to overtake Saudi Arabia as the world's top oil producer by 2017, according to an annual long-term report by the International Energy Agency, or "IEA." The steep rise in shale oil and gas production is expected to push the country toward self-sufficiency in energy. According to the IEA report a continued fall in U.S. oil imports is expected with North America becoming a net oil exporter by around 2030. In recent years, the share of total U.S. consumption met by total liquid fuel net imports, including both crude oil and products, has been decreasing since peaking at over 60% in 2005 and fell to around 27% in 2014 as a result of lower consumption and the substantial increase in domestic crude oil production. A prolonged weakness or a further slowdown in oil imports to the United States, one of the most important oil trading nations worldwide, may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

    The employment of our vessels could be adversely affected by an inability to clear the oil majors' risk assessment process, and we could be in breach of our charter agreements with respect to the applicable vessels.

        The shipping industry, and especially the shipment of crude oil and refined petroleum products (clean and dirty), has been, and will remain, heavily regulated. The so-called "oil majors" companies, such as BP, Chevron, ConocoPhillips, Exxon, Petrobras, Shell, Sinopec, Statoil and Total, together with a number of commodities traders, represent a significant percentage of the production, trading and shipping logistics (terminals) of crude oil and refined products worldwide. Concerns for the environment have led the oil majors to develop and implement a strict ongoing due diligence process when selecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both the vessel operator and the vessel, including physical ship inspections, completion of vessel inspection questionnaires performed by accredited inspectors and the production of comprehensive risk assessment reports. In the case of time charter relationships, additional factors are considered when awarding such contracts, including:

    office assessments and audits of the vessel operator and manager;

    the operator's and manager's environmental, health and safety record;

    compliance with the standards of the International Maritime Organization, or the "IMO," a United Nations agency that issues international trade standards for shipping;

    compliance with heightened industry standards that have been set by several oil companies;

    shipping industry relationships, reputation for customer service, technical and operating expertise;

    shipping experience and quality of ship operations, including cost-effectiveness;

    quality, experience and technical capability of crews;

    willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

    competitiveness of the bid in terms of overall price.

        Under the terms of our charter agreements, our charterers require that our vessels and the relevant technical manager are vetted and approved to transport oil products by multiple oil majors. Our failure to maintain any of our vessels to the standards required by the oil majors could put us in breach of the applicable charter agreement and lead to termination of such agreement, and could give rise to impairment in the value of our vessels.

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        Should we not be able to successfully clear the oil majors' risk assessment processes on an ongoing basis, the future employment of our vessels, as well as our ability to obtain charters, whether medium-or long-term, and to charter our vessels into pools, could be adversely affected. Such a situation may lead to the oil majors' terminating existing charters and refusing to use our vessels in the future, which would adversely affect our results of operations and cash flows.

    Acts of piracy could adversely affect our business.

        Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, the Gulf of Aden off the coast of Somalia, the Gulf of Guinea and off the western coast of Africa. Although the frequency of sea piracy worldwide decreased during 2014 to its lowest level since 2009, sea piracy incidents continue to occur, with drybulk vessels and tankers particularly vulnerable to such attacks. If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as "war risk" zones, or Joint War Committee "war and strikes" listed areas, premiums payable for related insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on our business. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition.

        In response to piracy incidents in recent years, we have in the past stationed, and may in the future station, guards on some of our vessels in certain instances. While the use of guards is intended to deter and prevent the hijacking of our vessels, it may also increase our risk of liability for death or injury to persons or damage to personal property. While we believe that we generally have adequate insurance in place to cover such liability, if we do not, it could adversely impact our business, results of operations, cash flows, and financial condition.

    Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business.

        We conduct most of our operations outside of the United States, and our business, results of operations, cash flows and financial condition may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in the Middle East and North Africa, including in Egypt, Syria, Iran, Iraq and Libya, and the presence of the United States and other armed forces in Afghanistan may lead to additional acts of terrorism and armed conflict around the world and to civil disturbance in the United States or elsewhere, which may contribute to further world economic instability and uncertainty in global financial and commercial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our business, operating results, financial condition, ability to raise capital and future growth.

        In addition, oil facilities, shipyards, vessels, pipelines and oil and gas fields could be targets of future terrorist attacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil and other refined products to or from certain locations. Terrorist attacks, war or other events beyond our control that adversely affect the distribution, production or transportation of oil and other refined products to be shipped by us could entitle our customers to terminate our charter contracts, which would harm our cash flow and business.

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    Sanctions by the United States, Canada and European Union governments against certain companies and individuals in Russia and Ukraine and possible counter sanctions by the Russian government may hinder our ability to conduct business with potential or existing customers in these countries and may otherwise have an adverse effect on us.

        Recently the United States, Canada and the European Union have ordered sanctions against certain prominent Russian and Ukrainian officials, businessmen, Russian private banks, and certain Russian companies in response to the situation in Ukraine and Crimea. While we believe that these sanctions currently do not preclude us from conducting business with our current Russian customers, the sanctions imposed by the United States, Canada or the European Union governments may be expanded in the future to restrict us from engaging with certain of our Russian customers.

        In addition, it has been reported that the Russian government is considering implementing counter sanctions in response to the sanctions implemented by the United States, Canada and the European Union. Although the scope of any such sanctions is uncertain and is subject to finalization and approval by the Russian government, it has been reported that such sanctions may restrict the ability of United States and Canadian companies and individuals to do business in Russia or with Russian companies.

        Although customers representing less than 2% of our 2014 revenue and less than 6% of Navig8 Group's tanker pools' 2014 revenues have their primary operations in Russia, we or our counterparties could be affected by such sanctions, which could adversely affect our business.

    If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments that could adversely affect our reputation and the market for our common shares.

        All of our charters with customers and pools in which we participate contain restrictions prohibiting our vessels from entering any countries or conducting any trade prohibited by the United States. However, there can be no assurance that, on such charterers' instructions, our vessels will not call on ports located in countries subject to sanctions or embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our Company may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

    Public health threats could have an adverse effect on our operations and our financial results.

        Public health threats, such as the Ebola virus, and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world near where we operate, could adversely impact our operations, the operations of our customers and the global economy, including the worldwide demand for crude oil and the level of demand for our services. Any quarantine of personnel, restrictions on travel to or from countries in which we operate, or inability to access certain areas could adversely affect our operations. The epidemic of the Ebola virus disease, which is ongoing in West Africa, may lead to crew member illness, which can disrupt the operations of our vessels, or to public health measures, which may prevent our vessels from calling on ports or discharging cargo in the affected areas or in other locations after having visited the affected areas. Travel restrictions, operational problems or large-scale social unrest in any part of the world in which we operate, or any

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reduction in the demand for tanker services caused by public health threats in the future, may impact operations and adversely affect our financial results.

    We are subject to requirements under environmental and operational safety laws, regulations and conventions that could require significant expenditures, affect our cash flows and net income and could subject us to significant liability.

        The shipping industry in general, and our business and the operation of our vessels in particular, are affected by a variety of governmental requirements in the form of numerous international conventions and national, state and local laws and regulations in force in the jurisdictions in which such vessels operate, as well as in the country or countries in which such vessels are registered. These requirements govern, among other things, discharges to air and water, the prevention and cleanup of spills and contamination, the storage and disposal of hazardous substances and wastes, the management of ballast water and invasive species and health and safety matters. They include, but are not limited to:

    the U.S. Clean Air Act;

    the U.S. Clean Water Act;

    the U.S. Oil Pollution Act of 1990, or "OPA," which imposes strict liability for the discharge of oil into the 200-mile United States exclusive economic zone, the obligation to obtain certificates of financial responsibility for vessels trading in United States waters and the requirement that newly constructed tankers that trade in United States waters be constructed with double-hulls;

    the International Convention on Civil Liability for Oil Pollution Damage of 1969, or the "CLC," entered into by many countries (other than the United States) which, subject to certain exceptions, imposes strict liability for pollution damage caused by the discharge of oil;

    the International Convention for the Prevention of Pollution from Ships, or "MARPOL," adopted and implemented under the auspices of the International Maritime Organization, or "IMO," with respect to strict technical and operational requirements for tankers;

    the IMO International Convention for the Safety of Life at Sea of 1974, or "SOLAS," which imposes crew and passenger safety requirements and requires the shipowner or any party with operational control of a vessel to develop an extensive safety management system;

    the International Ship and Port Facilities Securities Code, or the "ISPS Code," which became effective in 2004;

    the International Convention on Load Lines of 1966 which imposes requirements relating to the safeguarding of life and property through limitations on load capability for vessels on international voyages; and

    the U.S. Maritime Transportation Security Act of 2002 which imposes security requirements for tankers entering U.S. ports.

        These requirements can affect the resale value or useful lives of our vessels, require reductions in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage or increased policy costs for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations and natural resource damages, in the event that there is a release of petroleum or other hazardous substances from our vessels or otherwise in connection with our operations. Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels, and third-party claims for personal injury or property damage.

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        More stringent maritime safety rules have been imposed in the European Union. Furthermore, the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or similar events in the future, may result in further regulation of the tanker industry, and modifications to statutory liability schemes, and related increases in compliance costs, all of which could limit our ability to do business or increase the cost of our doing business and that could have a material adverse effect on our operations. Further legislation, or amendments to existing legislation, applicable to international and national maritime trade is expected over the coming years in areas such as ship recycling, sewage systems, emission control (including emissions of greenhouse gases) and ballast treatment and handling. Existing and future legislation or regulations may require significant additional capital expenditures or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our vessels' compliance with international and/or national regulations. For example, legislation and regulations that require more stringent controls of air emissions from ocean-going vessels are pending or have been approved at the federal and state level in the U.S. In addition, various jurisdictions, including the IMO and the United States, have proposed or implemented requirements governing the management of ballast water to prevent the introduction of non-indigenous invasive species having adverse ecological impacts. We also are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. Although we believe our vessels are maintained in good condition in substantial compliance with present regulatory requirements relating to safety and environmental matters and are insured against usual risks for such amounts as our management deems appropriate, government regulation of tankers, particularly in the areas of safety and environmental impact, may change in the future and require us to incur significant capital expenditures with respect to our ships to keep them in compliance.

    Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.

        The hull and machinery of every commercial tanker must be classed by a classification society authorized by its country of registry. The classification society certifies that a tanker is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the tanker and the international conventions of which that country is a member. All of our operating vessels are certified as being "in-class" by DNV GL or the American Bureau of Shipping, with the exception of the Nave Quasar (which is not owned by us but chartered-in pursuant to a time charter which is currently anticipated to expire in February 2016), which is certified as being "in-class" by the China Classification Society. These classification societies are members of the International Association of Classification Societies.

        A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and on special survey or continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to five years for inspection of the underwater parts of such vessel.

        If a vessel in our fleet does not maintain its class and/or fails any annual survey, intermediate survey or special survey, it will be unemployable and unable to trade between ports. This would negatively impact our results of operations.

    Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

        Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to

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operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected. Climate change may reduce the demand for oil or increased regulation of greenhouse gases may create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil industry could have a significant financial and operational adverse impact on our business that cannot be predicted with certainty at this time.

    The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

        We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

    Our vessels may be requisitioned by governments without adequate compensation.

        A government could requisition for title or seize our vessels. In the case of a requisition for title, a government takes control of a vessel and becomes its owner. Also, a government could requisition our vessels for hire. Under requisition for hire, a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although we, as owner, would be entitled to compensation in the event of a requisition, the amount and timing of payment would be uncertain.

    Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off hire period.

        Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period.

        In addition, in jurisdictions where the "sister ship" theory of liability applies, a claimant may arrest both the vessel which is subject to the claimant's maritime lien, as well as any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us, any of our subsidiaries or our vessels for liabilities of other vessels that we own or which are bareboat chartered.

Risk Factors Related To Our Company

    Failure of counterparties, including charterers, pool managers or technical managers, to meet their obligations to us could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        We have in the past entered into, and expect in the future to enter into, among other things, memoranda of agreement, pooling arrangements, charter agreements, ship management agreements and debt instruments with third parties with respect to the purchase and operation of our fleet. Such agreements subject us to counterparty risks. Although we may have rights against any counterparty if it defaults on its obligations, our shareholders will share that recourse only indirectly to the extent that we recover funds. In particular, we face credit risk with our charterers.

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        Additionally, in the case of pooling arrangements, in addition to bearing charterer credit risk indirectly, we face credit risk with our pool managers. Not all charterers or pool managers will necessarily provide detailed financial information regarding their operations. As a result, charterer risk and pool manager risk is largely assessed on the basis of our charterers' or pool managers' reputation in the market, and even on that basis, there can be no assurance that they can or will fulfill their obligations under the contracts we may enter into with them. Furthermore, charterers and pool managers are sensitive to and may be impacted by market forces. In addition, in depressed market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charters. There can be no assurance that they can or will fulfill their obligations under the contracts we may enter into with them. Our charterers may fail to pay charterhire or attempt to renegotiate charter rates. Pool managers may also fail to fulfill their obligations to pool participants. Should a charterer or pool manager fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for our vessels, and any new charter arrangements we secure on the spot market, on time charters or in alternative pooling arrangements may be at lower rates or on less favorable terms, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels, and other market conditions. In addition, if the charterer of a vessel in our fleet that is used as collateral under our credit facilities or any other debt instrument defaults on its charter obligations to us, such default may constitute an event of default under our credit facilities or the relevant debt instrument, which may allow the lender to exercise remedies under our credit facilities or the relevant debt instrument. If our charterers or pool managers fail to meet their obligations to us or attempt to renegotiate our agreements with them, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, in the future, and compliance with covenants in our debt instruments.

        The ability of each of the counterparties to perform its obligations under a contract with us or contracts entered into on our behalf will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the shipping sector, the overall financial condition of the counterparty, charter rates received for tanker vessels and the supply and demand for oil transportation services. Should a counterparty fail to honor its obligations under any such contracts, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

    We depend to a significant degree upon third-party managers to provide the technical management of our fleet. Any failure of these technical managers to perform their obligations to us could adversely affect our business.

        We have contracted the day-to-day technical management of our fleet (including the vessels deployed in pools), including crewing, maintenance and repair services, to third-party technical management companies. See "Business—Operations and Ship Management" for more information. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of operations, cash flows, and financial condition. Further, these third-party technical management companies would be considered our agents and we would have to indemnify them in certain situations which could increase our potential liabilities.

    If labor interruptions arise and are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

        We contract with independent ship managers to manage and operate our vessels, including the crewing of those vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

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    We may not be able to grow or to effectively manage our growth.

        A principal focus of our strategy has been to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies with a focus on maximizing shareholder value and returning capital to shareholders when appropriate. Our future growth and profits will depend upon a number of factors, some of which we can control and some of which we cannot. These factors include our ability to:

    identify businesses engaged in managing, operating or owning vessels for acquisitions or joint ventures;

    identify vessels and/or shipping companies for acquisitions;

    integrate any acquired businesses or vessels successfully with our existing operations;

    hire, train and retain qualified personnel to manage and operate our growing business and fleet or engage a third-party technical manager to do the same;

    identify opportune times for the purchase or disposal of vessels;

    move quickly to execute vessel acquisitions or disposals at advantageous times in a timely manner;

    improve operating and financial systems and controls; and

    obtain required financing for existing and new operations.

        Our ability to grow is in part dependent on our ability to expand our fleet through acquisitions of suitable double-hull vessels. We may not be able to contract for newbuildings or locate suitable secondhand double-hull vessels or negotiate acceptable construction or purchase contracts with shipyards and owners, or obtain financing for such acquisitions on economically acceptable terms. This could impede our growth and negatively impact our financial condition.

        Our current financial and operating systems may not be adequate as we implement our plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will have to rely on outside technical managers to recruit suitable additional seafarers and shore-based administrative and management personnel. We cannot assure you that our outside technical managers will be able to continue to hire suitable employees as we expand our fleet.

        The failure to effectively identify, purchase, develop and integrate any vessels or businesses or to dispose of vessels at opportune times could adversely affect our business, financial condition and results of operations.

    Our acquisition and growth strategy exposes us to certain risks.

        Our acquisition and growth strategy exposes us to risks that could adversely affect our business, financial condition and operating results, including risks that we may:

    fail to realize anticipated benefits of acquisitions, such as new customer relationships, cost savings or increased cash flow;

    not be able to obtain charters at favorable rates or at all;

    be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet or engage a third-party technical manager to do the same;

    not have adequate operating and financial systems in place;

    decrease our liquidity through the use of a significant portion of available cash or borrowing to finance acquisitions or newbuildings;

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    significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions or newbuildings;

    incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or

    incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

    We may be unable to make, or realize the expected benefits from, the construction, delivery and deployment of our VLCC newbuildings and the failure to successfully integrate these newbuildings into our fleet could adversely affect our business, financial condition and operating results.

        In connection with our growth strategy, in March 2014 we purchased seven VLCC newbuildings that are scheduled to be delivered between August 2015 and August 2016. We refer to these newbuildings as the "2014 acquired VLCC newbuildings" and the associated shipbuilding contracts as the "2014 acquired VLCC shipbuilding contracts." Furthermore, as a result of the consummation of the 2015 merger on May 7, 2015, we acquired 14 contracts for VLCC newbuildings that are expected to be delivered between the third quarter of 2015 and the first quarter of 2017. We refer to these newbuildings as the "2015 acquired VLCC newbuildings" and the associated shipbuilding contracts as the "2015 acquired VLCC shipbuilding contracts." These newbuilding crude tankers may not be profitable at or after the time of delivery and may not generate cash flow sufficient to cover the costs of ownership and operation. Market conditions at the time of delivery may be such that charter rates are not favorable and the revenue generated by such vessels may be depressed.

    The construction of our VLCC newbuildings requires the implementation of complex, new technology and is dependent upon factors outside of our control, and unexpected outcomes resulting from the implementation of such technology could adversely affect our profitability and future prospects.

        The construction of our 21 VLCC newbuildings utilizes new and complex technologies. Problems in implementing these new technologies or substantive design changes in the construction process may lead to delays in maintaining the design schedule needed for construction. The risk associated with new technology or mid-construction design changes may delay delivery, and, in the case of substantial mid-construction design, may increase the cost of the vessel.

        Newbuildings cannot always be tested and proven and are otherwise subject to unforeseen problems, including premature failure of components that cannot be accessed for repair or replacement, substandard quality or workmanship and unplanned degradation of product performance. These failures could result in loss of life or property and could negatively affect our results of operations by causing unanticipated expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work and, in the case of certain contracts, liquidated damages or other claims against us.

        We may discover quality issues in the future related to our newbuildings that require analysis and corrective action. Such issues and our responses and corrective actions could have a material adverse effect on our financial position, results of operations or cash flows.

    No assurance can be given that our newbuildings will provide the fuel consumption savings that we expect, or that we will fully realize any fuel efficiency benefits of our newbuildings.

        Our VLCC newbuildings are based on advanced "eco" design. We expect these newbuildings to incorporate many of the latest technological improvements designed to optimize speed and fuel consumption and reduce emissions, such as more fuel-efficient engines, and propellers and hull forms for decreased water resistance. However, overall, within the tanker industry opinion is divided with regard to the merits of "eco" ships and their performance relative to non-"eco" ships and we cannot

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assure you that our newbuildings will provide the fuel consumption savings that we expect, as among other things, the newbuildings are based on new technologies. Further, the market conditions from time to time may require us to share any fuel efficiency benefits with our charterers and the "eco" ships may not provide us with the same competitive advantage in securing favorable charter arrangements as we might expect. Should the fuel consumption levels of our newbuildings materially deviate from what we expect, or should we for any reason not receive the profits from any fuel efficiency benefits associated with our vessels, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

    Delays in deliveries of any of our 21 VLCC newbuildings or any other new vessels that we may order, or delivery of any of the vessels with significant defects, could harm our operating results and lead to the termination of any related charters that may be entered into prior to their delivery.

        The delivery of any of the 21 VLCC newbuildings we have ordered (or any other new vessels we may order) could be delayed, which would delay our receipt of revenues under any future charters we enter into for the vessels. These adverse effects of any delay in delivery of our VLCC newbuildings or cancelation of the associated shipbuilding contracts may be compounded by the fact that we have made and will continue to make significant payments in respect of the newbuildings prior to taking possession of the vessels. In the event a shipbuilder does not perform under a shipbuilding contract with us and we are unable to enforce certain refund guarantees with third-party banks for any reason, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

        Our receipt of newbuildings could be delayed because of many factors, including:

    quality or engineering problems;

    changes in governmental regulations or maritime self-regulatory organization standards;

    work stoppages or other labor disturbances at the shipyard;

    unanticipated cost increases;

    bankruptcy or other financial crisis of the shipbuilder;

    a backlog of orders at the shipyard;

    political or economic disturbances in the locations where the vessels are being built;

    weather interference or interference from a catastrophic event, such as a major earthquake or fire;

    our requests for changes to the original vessel specifications;

    shortages of, or delays in the receipt of necessary equipment or of construction materials, such as steel;

    failure by the shipbuilder to deliver vessels to us as agreed;

    delays caused by acts of God, war, strike, riot, crime or natural catastrophes, or force majeure events;

    our inability to finance the purchase of the vessels or obtain financing on terms favorable to us; or

    our inability to obtain requisite permits or approvals.

        We do not carry delay of delivery insurance to cover any losses that are not covered by delay penalties in our construction contracts. In the event any such shipyards are unable or unwilling to deliver the vessels ordered, we may not have substantial remedies. As a result, if delivery of a vessel is

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materially delayed, it could increase our expenses, diminish our net income and cash flows and otherwise adversely affect our business, financial condition and operating results.

    We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts.

        As of May 11, 2015, we have paid $203.1 million to the shipyards in aggregate installment payments under the 2014 acquired VLCC shipbuilding contracts (including the first installment of $89.9 million previously paid to the shipyards by Scorpio Tankers Inc.) and $357.4 million to the shipyards in installment payments under our fourteen 2015 acquired VLCC shipbuilding contracts (all of which were made by Navig8 Crude prior to the 2015 merger). The aggregate amount of remaining payments due under the 2014 acquired VLCC shipbuilding contracts and 2015 acquired VLCC shipbuilding contracts was $459.1 million and $986.9 million, respectively as of May 11, 2015. We do not have sufficient liquidity or working capital to pay the remaining installment payments due under the shipbuilding contracts for the VLCC newbuildings, and we will be required to raise additional cash through financing transactions in order to fulfill our payment obligations under the agreements relating to these transactions. We do not currently have debt or other financing committed to fund these amounts. If we are not able to borrow additional funds, raise other capital, generate sufficient cash flow from operations or utilize available cash on hand, we may not be able to take delivery of the VLCC newbuilding vessels, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We cannot assure you that we will be able to enter into any sufficient credit facilities or obtain other financing on desirable terms or at all. See "—We cannot assure you that we will enter into any new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder." If for any reason we fail to make a payment when due, which may result in a default under our shipbuilding contracts, we would be prevented from realizing potential revenues from these vessels, we could lose all or a portion of any payments previously paid by us in respect of these vessels and we could be liable for any additional damages under or connected with such contracts resulting from a breach by us of the contract terms. We may also lose any equipment provided to the shipyard as buyers' supplies for installation by the shipyard on the vessels. We may also be liable to Scorpio for claims under the VLCC back-to-back guarantee described under "Business—2014 Acquired VLCC Newbuildings."

    The insolvency of Scorpio Tankers Inc. would currently constitute a default by us under the 2014 acquired VLCC shipbuilding contracts with Daewoo.

        If Scorpio Tankers Inc., or "Scorpio," were to become subject to certain insolvency events prior to the delivery of the five 2014 acquired VLCC newbuildings pursuant to the 2014 acquired shipbuilding contracts with Daewoo, this would constitute a default under such shipbuilding contracts even if we remain current on our installment payments. Following such default, Daewoo would have the right to terminate the 2014 acquired shipbuilding contracts and we would be prevented from realizing potential revenues from these vessels, we could lose all or a portion of any payments previously paid by us in respect of these vessels and we could be liable for any additional damages under or connected with such contracts resulting from a breach by us of the contract terms. We may also lose any equipment provided to the shipyard as buyers' supplies for installation by the shipyard on the vessels. Pursuant to a letter agreement dated March 18, 2015, by and between Scorpio and VLCC Corp., VLCC Corp., our wholly-owned subsidiary, agreed to use reasonable endeavors to negotiate and finalize with the 2014 acquired VLCC ship builders the terms for the novation of the 2014 acquired VLCC ship building contracts to a subsidiary of VLCC. Corp. and/or the release of Scorpio from its obligations under the Scorpio guarantees by June 16, 2015. If Scorpio is released from its obligations under the Scorpio guarantees, we expect that an insolvency event by Scorpio would no longer constitute a default under the 2014 acquired shipbuilding contracts: however, we cannot assure you that any such release will be

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obtained. See "Business—Vessel Acquisitions and Disposals—2014 Acquired VLCC Newbuildings" for more information about the 2014 acquired VLCC shipbuilding contracts and the Scorpio guarantees.

    We cannot assure you that we will enter into any new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder.

        We plan to enter into one or more new credit facilities to fund a portion of the remaining installment payments due under the shipbuilding contracts for the VLCC newbuildings, but do not expect to enter into any new credit facilities until delivery of the first VLCC newbuilding in the third quarter of 2015. Even if we enter into any new credit facilities, we expect that borrowings thereunder would be subject to customary conditions to be specified in applicable definitive documentation. In addition, our current credit facilities, which we refer to as the "senior secured credit facilities," and the note purchase agreement governing the senior notes limit the amount and terms of indebtedness that may be incurred in connection with any new newbuildings and, in particular, the senior secured credit facilities do not permit Gener8 Maritime, Inc. to incur any indebtedness in respect of the 2015 acquired VLCC newbuildings. Depending on whether the new credit facilities comply with these conditions, we may be required to obtain amendments to our current senior secured credit facilities and the note purchase agreement governing the senior notes in order to incur indebtedness in connection with the VLCC newbuildings or refinance the credit facilities in their entirety. We cannot assure you we will be able to enter into such amendments or refinancings. Accordingly, we cannot assure you that we will be able to enter into any new credit facilities, satisfy such conditions or be able to borrow all or any of the amounts that may be committed thereunder. If we do not enter into new credit facilities or are unable to borrow the amounts committed thereunder, our ability to take delivery of the VLCC newbuildings will be materially adversely affected. See " —We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts."

    There may be risks associated with the purchase and operation of secondhand vessels.

        Our business strategy may include additional growth through the acquisition of secondhand vessels. Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, we do not conduct a historical financial due diligence process when we acquire secondhand vessels. Accordingly, we do not obtain the historical operating data for such vessels from the sellers and are not provided with the same knowledge about their condition that we would have had if such vessels had been built for and operated exclusively by us. Most secondhand vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased secondhand vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is normally terminated and the vessel's trading certificates are surrendered to its flag state following a change in ownership. Furthermore, we generally do not receive the benefit of warranties from the builders if the vessels we buy are more than one year old. Our future operating results could be negatively affected if some of the vessels do not perform as expected.

    The 2015 merger may adversely affect our relationships with our customers, suppliers and other contract counterparties.

        In response to the consummation of the 2015 merger, our existing or prospective customers, including charterers or pool operators, or suppliers may:

    terminate their business relationships with us;

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    delay, defer or cease purchasing services from or providing goods or services to us;

    delay or defer other decisions concerning us, or refuse to extend credit to us;

    raise disputes under their business arrangements with us or assert purported consent or change of control rights; or

    otherwise seek to change the terms on which they do business with us.

        Any such delays, disputes or changes to terms could seriously harm our business.

    Certain affiliations may result in conflicts of interest between us and the former executives and managers of Navig8 Crude Tankers, Inc., all of which are affiliates of the Navig8 Group.

        The Navig8 Group consists of Navig8 Limited and its subsidiaries. The managers with which Navig8 Crude or, after the consummation of the 2015 merger, Gener8 Acquisition, contracts such as Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd and VL8 Pool Inc., are subsidiaries of Navig8 Limited. Messrs. Nicolas Busch and Gary Brocklesby are expected to serve as consultants to, and Mr. Busch serves as member of, our Board. Additionally, Mr. Brocklesby is expected to serve as Chairman of, and Mr. Busch is expected to be a voting member of, our Strategic Management Committee. Messrs. Busch and Brocklesby are each members of the board of, and minority beneficial owners of, Navig8 Limited. As a result, conflicts of interest may arise between us and the affiliated entities of the Navig8 Group. Additionally, we cannot be assured that any future agreements and transactions with the affiliates of the Navig8 Group will be on the same terms as those available with unaffiliated third parties or that these agreements or relationships will be maintained at all or will not otherwise impact our agreements and transactions in a manner that is adverse to us or our shareholders.

        Further, various contractual agreements between Gener8 Acquisition, the successor to Navig8 Crude, and the managers affiliated with the Navig8 Group are currently intended to be terminated or renegotiated, subject to agreement on terms. See "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—VL8 Pool Agreements," "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—VL8 Pool Commercial Management Agreement," "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Supervision Agreements," "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Corporate Administration Agreement," "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Technical Management Agreements," and "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Project Structuring Agreement." If the aforementioned agreements are not terminated or successfully renegotiated, we will remain subject to certain contractual or other obligations with Navig8 Group that could adversely impact its business and operations.

    Certain agreements entered into by Gener8 Acquisition with members of the Navig8 Group prior to the 2015 merger may adversely affect or restrict our business.

        Certain agreements entered into by Gener8 Acquisition with members of the Navig8 Group prior to the 2015 merger may adversely affect or restrict our business. For example, time charters by and between VL8 Pool Inc. and Gener8 Acquisition's 14 newbuilding-owning subsidiaries contain the following provisions: (a) we are subject to continuing seaworthiness and maintenance obligations; (b) VL8 Pool Inc. may put a pool vessel off hire or cancel a charter if the relevant vessel owning subsidiary fails to produce certain documentation within 30 days of demand; (c) VL8 Pool Inc. may put a pool vessel off hire for any delays caused by the vessel's flag or the nationality of her crew; (d) VL8 Pool Inc. has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil majors' approvals or SIRE discharge reports;

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(e) VL8 Pool Inc. has the right to call for remedy of any breach of representation or warranty within 30 days failing which the vessel may be put off hire; and (f) after 10 days off hire the charter may then be terminated by the charterers. Subject to reaching mutually agreeable commercial terms with Navig8 Group, we expect that these time charters will remain in place. The pool agreements, together with the time charters, provide that each pool vessel shall remain in the VL8 Pool for a minimum period of one year with each of the newbuilding-owning subsidiaries and VL8 Pool Inc. thereafter being entitled to terminate the pool agreement and the time charter by giving 90 days' notice in writing to the other (plus or minus 30 days at the option of VL8 Pool Inc.) at any time after the expiration of the initial 10 month period such pool vessel is in the pool (which may be reduced if there is a firm sale to a third party) but a pool vessel may not be withdrawn until it has fulfilled its contractual obligations to third parties.

        Additionally, the pool agreements by and between VL8 Pool Inc. and Gener8 Acquisition's 14 newbuilding-owning subsidiaries contain the following provisions: (a) if VL8 Pool Inc. suffers a loss in connection with the pool agreements, it may set off the amount of such loss against the distributions that were to be made to the relevant vessel-owning subsidiary or any working capital repayable pursuant to the agreement; (b) we are required to provide working capital of $1,750,000 to VL8 Pool Inc. upon delivery of the vessel into the pool, which is repayable on the vessel leaving the pool, as well as fund cash calls to be paid within 10 days of demand by the Pool Committee (consisting of representatives from VL8 Pool Inc. and each pool participant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by pirates but will thereafter be off hire until again available to VL8 Pool Inc.; (d) VL8 Pool Inc. has the right to terminate the vessel's participation in the pool under a wide range of circumstances, including but not limited to (i) the pool vessel is off hire for more than 30 days in a six month period, (ii) the pool vessel is, in the reasonable opinion of VL8 Pool Inc., untradeable to a significant proportion of oil majors for any reason, (iii) insolvency of the relevant vessel-owning subsidiary, (iv) the relevant vessel-owning subsidiary is in breach of the agreement and VL8 Pool Inc., in its reasonable opinion, considers the breach to warrant a cancellation of the agreement or (v) if any relevant vessel-owning subsidiary or an affiliate becomes a sanctioned person; (e) VL8 Pool Inc. has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil major approvals or SIRE discharge reports; (f) VL8 Pool Inc. has no liability to relevant vessel-owning subsidiary for any loss, damage, delay or expense, direct or indirect, including but not limited to loss of profit arising out of or in connection with the detention of or delay to the pool vessel; (g) the vessel-owning subsidiaries have agreed to indemnify VL8 Pool Inc. in respect of all liabilities incurred by VL8 Pool Inc. in performing its obligations under the pool agreements, even if such liabilities are greater than its proportion of the pool distributions; and (h) if VL8 Pool Inc. incurs a loss, any uninsured liabilities of the pool vessels could become an expense shared by all pool members.

        Additionally, the supervision agreements with Navig8 Shipmanagement Pte Ltd., or "Navig8 Shipmanagement," with regards to the 2015 acquired VLCC newbuildings do not contain the ability to terminate early and, as such, the agreements would be effective until full performance or a termination by default. Under the supervision agreements, the liability of Navig8 Shipmanagement is limited to acts of negligence, gross negligence or willful misconduct and is subject to a cap of $250,000 per vessel, which is less than the fee payable per vessel. The supervision agreements also contain an indemnity in favor of Navig8 Shipmanagement and its employees and agents.

    Our future results will suffer if we do not effectively manage our expanded operations following completion of the 2015 merger.

        As a result of the 2015 merger, the size of our business has increased significantly and is expected to continue to develop as we take delivery of our VLCC newbuildings. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for our management, including challenges related to the management and monitoring of our expanded

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operations and associated increased costs and complexity. There can be no assurances that we will be successful or that we will realize the expected efficiencies and other benefits anticipated from the 2015 merger.

    Our operating results may fluctuate seasonally.

        We operate our vessels in markets that have historically exhibited seasonal variations in tanker demand and, as a result, in charter rates. Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of the calendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months. Unpredictable weather patterns and variations in oil reserves disrupt vessel scheduling and could adversely impact charter rates.

    Because we generate all of our revenues in U.S. Dollars but incur a significant portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

        We generate all of our revenues in U.S. Dollars, but we may incur a portion of expenses, such as maintenance and dry-docking costs, in currencies other than the U.S. Dollar. This difference could lead to fluctuations in net income due to changes in the value of the U.S. Dollar relative to the other currencies, in particular the Euro. Furthermore, due to the recent sovereign debt crisis in certain European member countries, the U.S. Dollar-Euro exchange rate has experienced volatility. An adverse movement in these currencies could increase our expenses.

    An increase in costs could materially and adversely affect our financial performance.

        Our vessel operating expenses are comprised of a variety of costs including crew costs, provisions, deck and engine stores, lubricating oil and insurance, many of which are beyond our control. Additionally, repairs and maintenance costs are difficult to predict with certainty and may be substantial. Many of these expenses are not covered by our insurance. Also, costs such as insurance and security could increase. If costs continue to rise, that could materially and adversely affect our cash flows and profitability.

        Fuel, or bunker, is a significant, if not the largest, expense for our vessels that will be employed in the spot market. Spot charter arrangements generally provide that the vessel owner or pool operator bear the cost of fuel in the form of bunker, which is a significant vessel operating expense. With respect to our vessels that will be employed on time charter, the charterer is generally responsible for the cost of fuel and with respect to vessels deployed in pools, the pool is generally responsible for the cost of fuel. However such cost may affect the charter rates that we or our pool manager are able to negotiate for our vessels and costs incurred by pools may decrease the amount of profits available for distribution to pool participants. Changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Furthermore, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business compared to other forms of transportation, such as pipelines. On the other hand, a prolonged downturn in oil prices may cause oil companies to cut down production which could negatively impact market demand for global transportation of petroleum products.

    Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Our significant net losses and our significant amount of indebtedness led us to declare bankruptcy in 2011.

        For the years ended December 31, 2014 and 2013, we generated operating losses of $17.4 million and $66.9 million respectively, and net losses of $47.1 million and $101.1 million respectively. See

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"Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" and the financial statements for the years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus for more information regarding our results of operations during these periods. If we continue to suffer operating and net losses, the trading price of our common shares may decline significantly and our business, financial condition and results of operation may be negatively impacted.

        On November 17, 2011, which we refer to as the "petition date," we and substantially all of our subsidiaries (with the exception of those in Portugal, Russia and Singapore, as well as certain inactive subsidiaries), which we refer to collectively as the "debtors," filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the "Bankruptcy Court," under Case No. 11-15285 (MG), which we refer to as the "Chapter 11 cases." On January 31, 2012, the debtors filed a joint plan of reorganization with the Bankruptcy Court. We refer to the joint plan of reorganization as amended, modified and confirmed by the Bankruptcy Court as the "Chapter 11 plan." The Bankruptcy Court entered an order, which we refer to as the "confirmation order," confirming the Chapter 11 plan on May 7, 2012. Contributing factors to the bankruptcy included the drastic fall of global tanker charter rates in 2007 through 2009 due to the over-supply of tanker capacity and services. Additionally, leverage levels that we believed were reasonable at the time of incurrence based on prevailing vessel values became unsustainable in light of subsequent charter rate declines.

        On May 17, 2012, which we refer to as the "effective date," the debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Chapter 11 plan, and the Chapter 11 plan became effective pursuant to its terms.

        Although we have significantly less interest expense as a result of our emergence from bankruptcy and have decreased our operating and administrative expenses, we may not generate sufficient revenues in future periods to pay for all of our operating or other expenses, which could have a material adverse effect on our business, results of operations and financial condition. As noted above, we generated operating losses for the years ended December 31, 2014 and 2013. In addition, our bankruptcy may have created a negative public perception of our Company in relation to our competitors. As a result, the value of our common shares could be negatively affected.

    We may face unexpected repair costs for our vessels.

        Repairs and maintenance costs are difficult to predict with certainty and may be substantial. Many of these expenses are not covered by our insurance. Significant repair expenses could decrease our cash flow and profitability and reduce our liquidity.

        Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause.

        If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition.

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Furthermore, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss, which could negatively impact our business, financial condition and results of operations.

    Increased inspection procedures, taxes and tighter import and export controls could increase costs and disrupt our business.

        International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of our vessels, delays in the loading, offloading or delivery and the levying of customs, duties, fines and other penalties against us.

        It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

        Our vessels are currently registered under the flags of the Republic of Liberia, the Republic of the Marshall Islands and Bermuda. Additionally, a vessel we have chartered-in pursuant to a time charter currently anticipated to expire in February 2016 is registered under the flag of Hong Kong. Each of these jurisdictions imposes taxes based on the tonnage capacity of each of the vessels registered under its flag. The tonnage taxes imposed by these countries could increase, which would cause the costs of our operations to increase.

    We depend on our executive officers and other key personnel.

        The loss of the services of any of our key personnel or our inability to successfully attract and retain qualified personnel in the future could have a material adverse effect on our business, financial condition and operating results. Our future success depends particularly on the continued service of Peter C. Georgiopoulos, our Chairman since 2001 and Chief Executive Officer, John Tavlarios, our Chief Operating Officer and Leonard J. Vrondissis, our Chief Financial Officer, and our ability to attract suitable replacements, if necessary. The loss of Peter Georgiopoulos' service or that of any other member of our senior management could have an adverse effect on our operations.

    We rely on our third-party technical managers and on their and our ability to attract and retain skilled employees.

        Our success also depends in large part on the ability of our third-party technical managers to attract and retain highly skilled and qualified ship officers and crew. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. If we are not able to increase our rates to compensate for any crew cost increases, our financial condition and results of operations may be adversely affected. Any inability our third-party technical managers experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business.

        Our third-party technical management companies employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

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    Our Chairman may pursue business opportunities in our industry that may conflict with our interests.

        Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos is not contractually committed to remain as a director or Chief Executive Officer of our company or to refrain from other activities in our industry. Mr. Georgiopoulos actively reviews potential investment opportunities in the shipping industry from time to time. In addition, Mr. Georgiopoulos serves as Chairman of the Board of Aegean Marine Petroleum Network Inc. (NYSE: ANW), a marine fuel logistics company that physically supplies and markets refined marine fuel and lubricants to ships in port and at sea, Genco Shipping & Trading Limited, a drybulk cargo ship owning company, and Baltic Trading Limited (NYSE: BALT), a shipping company focused on the drybulk industry spot market, among other things.

    The revenues we earn may be dependent on the success and profitability of any vessel pools in which our vessels operate.

        The majority of our revenues for the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013 were from vessels deployed in the Unique Tankers pool described in Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and in Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements between Unipec and Unique Tankers. We intend to transition the employment of all of our spot VLCC and Suezmax vessels which are the vessels currently operating in the Unique Tanker pool to existing Navig8 Group commercial crude tanker pools, or the "Navig8 Group's pools". As such, we expect the majority of our revenues to continue to arise from vessels deployed in a limited number of pools.

        Chartering arrangements for vessels deployed in a pool are handled by the commercial manager of the pool. The profitability of our vessels operating in vessel pools will depend upon the pool managers' ability to successfully implement a profitable chartering strategy, which could include, among other things, obtaining favorable charters and employing vessels in the pool efficiently in order to service those charters. The pool's profitability will also depend on minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. Furthermore, should an incident occur that negatively affects a pool's revenues or should a pool underperform, then our profitability will be negatively impacted as a result. Commercial managers of pools typically exercise significant control and discretion over the operation of the pool, and our success and profitability will depend on the success of the pools in which we participate, particularly if we transition to a new pool. If vessels from other owners which enter into pools in which we participate are not of comparable design or quality to our vessels, or if the owners of such other vessels negotiate for greater pool weightings than those obtained by us, this could negatively impact the profitability of the pools in which we participate or dilute our interest in pool profits. If we wish to withdraw a vessel from a pool, we may be required to give advance notice and the agreements we enter into with pools in which we participate may provide the applicable pool the right to defer withdrawal of our vessels. If the commercial manager of the pools in which we participate were to cease serving in such capacity, the pools may not be able to find a replacement commercial manager who will be as successful as the current commercial manager in chartering vessels and who may not have the same customer relationships. Additionally, were we to seek to assume direct commercial management of these vessels, either by choice or because of our failure to negotiate or maintain favorable terms with a profitable and well-managed pool, we may face similar challenges.

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    During the transition of our vessels to Navig8 Group's pools, we are subject to certain restrictions on our vessel operations pursuant to our existing arrangements with Unipec for the Unique Tankers pool.

        We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group's pools. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements, including the agency agreement with Unipec and Unique Tankers. The notice of termination advised Unipec that these agreements would come to an end on August 5, 2015 or, where on the date of the notice any of our vessels in the Unique Tankers pool was subject to a commitment which would end after August 5, 2015, as regards those vessels, on the date when those commitments were concluded. The withdrawal of our vessels from the Unique Tankers pool may be deferred by the Unique Tankers pool committee if it determines that the contractual commitments of the Unique Tankers pool as of the date of the termination notice cannot be fulfilled if the vessel were to be withdrawn on the requested date. Furthermore, we have agreed that, for the term of the agency agreement between Unique Tankers and Unipec, we are restricted in our operation of VLCCs or Suezmaxes outside of the Unique Tankers pool. We have from time to time been out of compliance with certain aspects of our agreements with Unipec. Unipec has been aware of such non-compliance and has not raised any issues with us in this connection. We do not currently believe that such non-compliance has a material adverse effect on our business or operations.

        Additionally, the commercial manager of the Unique Tankers pool has the right to purchase Unique Tankers LLC exercisable at any time before the effective date of termination of the Agency Agreement between Unique Tankers and Unipec. If this option is exercised, our influence over the operation of the Unique Tankers pool may be reduced or lost entirely which may adversely affect any transition of our vessels from the Unique Tankers pool to the Navig8 Group pools. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus for further details regarding the Unique Tankers pool and agreements related thereto.

    We receive a significant portion of our revenues from a limited number of customers and pools, and the loss of any customer or the termination of our relationships with these pools could result in a significant loss of revenues and cash flow.

        We have derived, and we believe we will continue to derive, a significant portion of our revenues and cash flow from a limited number of customers. For example, during the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, one of our customers, Unipec, accounted for 20.2%, 16.6%, 15.2% and 12.2%, respectively, of our voyage revenues (including revenues from the Unique Tankers pool). In addition, after the transition of our vessels the Navig8 Group's pools, we expect that the majority of our voyage revenues will be derived from the Navig8 Group's pools. If any of our key customers, or the key customers of the pools in which we participate, breach or terminate their charters or renegotiate or renew them on terms less favorable than those currently in effect, or if any significant customer decreases the amount of business it transacts with us or if we lose any of our customers or a significant portion of our revenues, our operating results, cash flows and profitability could be materially adversely affected. Additionally, if we are unable to establish or maintain a commercially favorable relationship with a profitable and well-managed pool, our operating results, cash flows and profitability could be materially adversely affected. There can be no certainty that, after the transition of our vessels from the Unique Tankers Pool to the Navig8 Group's pools, Unipec will continue to provide the same (or any) level of revenues through the use of these vessels.

    Shipping is an inherently risky business and our insurance may not be adequate.

        Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, human error, grounding, fire, explosions, war, terrorism, piracy and other circumstances or events. Changing

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economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, market disruptions, delay or rerouting. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high inflammability and high volume of the oil transported in tankers.

        We carry insurance to protect against most of the accident-related risks involved in the conduct of our business. We currently maintain $1 billion in coverage for each of our vessels for liability for spillage or leakage of oil or pollution, and also carry insurance covering lost revenue resulting from vessel off-hire for all of our operating vessels, with the exception of the Nave Quasar which is on time charter. Nonetheless, risks may arise against which we are not adequately insured. For example, a catastrophic spill could exceed our insurance coverage and have a material adverse effect on our financial condition. In addition, we may not be able to procure adequate insurance coverage at commercially reasonable rates in the future and we cannot guarantee that any particular claim will be paid. In the past, new and stricter environmental regulations have led to higher costs for insurance covering environmental damage or pollution, and new regulations could lead to similar increases or even make this type of insurance unavailable. Furthermore, even if insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement ship in the event of a loss. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. In addition, our protection and indemnity associations may not have enough resources to cover our insurance claims. Our payment of these calls could result in significant expenses to us which could reduce our cash flows and place strains on our liquidity and capital resources.

    The risks associated with older vessels could adversely affect our operations.

        In general, the costs to maintain a vessel in good operating condition increase as the vessel ages. As of March 31, 2015, the weighted average age by DWT of the 25 operating vessels we own that are in our fleet was 10.6 years, compared to an average age of 10.7 years as of December 31, 2013. Due to improvements in engine technology, older vessels typically are less fuel-efficient than more recently constructed vessels. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

        Governmental regulations, safety or other equipment standards related to the age of tankers may require expenditures for alterations or the addition of new equipment to our vessels, and may restrict the type of activities in which our vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify any required expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

        If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we estimate to be 25 years from their build dates. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our revenue will decline and our business, results of operations, financial condition, and cash flow would be adversely affected.

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    Our results of operations could be affected by natural events in the locations in which our customers operate.

        Several of our customers have operations in locations that are subject to natural disasters, such as severe weather and geological events, which could disrupt the operations of those customers and suppliers as well as our operations. Such geological events can cause significant damage and can adversely affect the infrastructure and economy of regions subject to such events, and could cause our customers located in such regions to experience shutdowns or otherwise negatively impact their operations. Upon such an event, some or all of those customers may reduce their orders for crude oil, which could adversely affect our revenue and results of operations. In addition to any negative direct economic effects of such natural disasters on the economy of the affected areas and on our customers and suppliers located in such regions, economic conditions in such regions could also adversely affect broader regional and global economic conditions. The degree to which natural disasters will adversely affect regional and global economies is uncertain at this time. However, if these events cause a decrease in demand for crude oil, our financial condition and operations could be adversely affected.

    Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

        We rely on third-parties to provide supplies and services necessary for our operations, including brokers, equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result in downtime, and delays in the repair and maintenance of our vessels. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations and financial condition.

    We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

        The operation of our vessels is affected by the requirements set forth in the United Nations' International Maritime Organization's International Management Code for the Safe Operation of Ships and Pollution Prevention, or "ISM Code." The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.

        In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the

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vessel and the Safety of Life at Sea Convention. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.

    We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and other applicable worldwide anti-corruption laws.

        The U.S. Foreign Corrupt Practices Act, or "FCPA," and other applicable worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. These laws include the U.K. Bribery Act, which became effective on July 1, 2011 and which is broader in scope than the FCPA, as it contains no facilitating payments exception. We charter our vessels into some jurisdictions that international corruption monitoring groups have identified as having high levels of corruption. Our activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other applicable anti-corruption laws. Although we have policies, procedures and internal controls in place to monitor compliance, we cannot assure that our policies and procedures will protect us from governmental investigations or inquiries surrounding actions of our employees or agents. If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions.

    We may be subject to U.S. tax on U.S.-source shipping income, which would reduce our net income and cash flows.

        If we do not qualify for an exemption pursuant to Section 883, or the "Section 883 exemption," of the U.S. Internal Revenue Code of 1986, as amended, or the "Code," then we will be subject to U.S. federal income tax on our shipping income that is derived from U.S. sources. If we are subject to such tax, our results of operations and cash flows would be reduced by the amount of such tax.

        We will qualify for the Section 883 exemption if, among other things, (i) our common shares are treated as primarily and regularly traded on an established securities market in the United States or another qualified country, or (ii) we satisfy one of two other ownership tests. We refer to the inquiry under clause (i) of the preceding sentence as the "publicly traded test." Under applicable U.S. Treasury Regulations, the publicly traded test cannot be satisfied in any taxable year in which persons who actually or constructively own five percent or more of our common shares (sometimes referred to as "5% shareholders") own 50% or more of our common shares for more than half the days in such year (sometimes referred to as the "five percent override rule") unless an exception applies.

        Upon the consummation of this offering, we believe that our common shares will be primarily and regularly traded on an established securities market in the United States or another qualified country. However, based on the current ownership of our common shares, 5% shareholders may own 50% or more of our common shares for more than half of 2015. As a result, the five percent override rule may apply, and we believe that we would have significant difficulty in satisfying an exception thereto. It is also not clear whether we will satisfy one of the other two ownership tests. Thus, we may not qualify for the Section 883 exemption in 2015. Even if we do qualify for the Section 883 exemption in 2015, there can be no assurance that changes and shifts in the ownership of our common shares by 5% shareholders will not preclude us from qualifying for the Section 883 exemption in future taxable years. If we do not qualify for the Section 883 exemption, our gross shipping income derived from U.S. sources, i.e., 50% of our gross shipping income attributable to transportation beginning or ending in the United States (but not both beginning and ending in the United States), would generally be subject to a four percent tax without allowance for deductions. Assuming that there is no material change to the source of our income or the nature of our activities and other operations, we do not expect the effect on the Company of this tax for 2015 to be materially different than for 2013 or 2014, subject to any fluctuation as a result of changes in charter rates.

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    U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. shareholders.

        A non-U.S. corporation generally will be treated as a "passive foreign investment company," or a "PFIC," for U.S. federal income tax purposes if, after applying certain look-through rules, either (i) at least 75% of its gross income for any taxable year consists of "passive income" or (ii) at least 50% of the average value or, in certain circumstances, adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of "passive income." We refer to assets which produce or are held for production of "passive income" as "passive assets."

        For purposes of these tests, "passive income" generally includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable U.S. Treasury Regulations. Passive income does not include income derived from the performance of services. By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. In this regard, we intend to take the position that the gross income we derive or are deemed to derive from our time and spot chartering activities as services income, rather than rental income. Accordingly, we believe that (i) our income from time and spot chartering activities does not constitute passive income and (ii) the assets that we own and operate in connection with the production of that income do not constitute passive assets.

        While there is no direct legal authority under the PFIC rules addressing our method of operation, there is some legal authority supporting the characterization of income derived from time and spot charters as services income for other tax purposes. However, there is also legal authority, which characterizes time charter income as rental income rather than services income for other tax purposes.

        Based on our existing operations and our view that income from time and spot chartered vessels is services income rather than rental income, we intend to take the position that we are not now and have never been a PFIC with respect to any taxable year. Although there is legal authority to the contrary, as noted above, our counsel, Kramer Levin Naftalis & Frankel LLP, is of the opinion that, based on applicable law, including the Code, legislative history, published revenue rulings and court decisions, and representations we have made to them regarding the composition of our assets, the source of our income and the nature of our activities and other operations following this offering, and assuming that there is no material change to the composition of our assets, the source of our income or the nature of our activities and other operations, we should not be a PFIC in 2015 or any future taxable year.

        No assurance can be given that the IRS or a court of law will accept our position and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover because there are uncertainties in the application of the PFIC rules and PFIC status is determined annually and is based on the composition of a company's income and assets (which are subject to change), we can provide no assurance that we will not become a PFIC in any future taxable year.

        If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain as a PFIC for subsequent taxable years), our U.S. shareholders would be subject to a disadvantageous U.S. federal income tax regime with respect to distributions received from us and gain, if any, derived from the sale or other disposition of our common shares. These adverse tax consequences to shareholders could negatively impact our ability to issue additional equity in order to raise the capital necessary for our business operations.

        For more information, see "Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status."

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    We could be negatively impacted by future changes in applicable tax laws, or our inability to take advantage of favorable tax regimes.

        We may be subject to income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. Our U.S. state or local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment discussed below under "Material U.S. Federal Income Tax Considerations." We may be required to pay non-U.S. taxes on dispositions of non-U.S. property, or operations involving non-U.S. property may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

        Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority. The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our world-wide income. These tax regimes, however, are subject to change, possibly with retroactive effect. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law. For example, there have been legislative proposals that, if enacted, could change the circumstances under which we would be treated as U.S. persons for U.S. federal income tax purposes, which could materially and adversely affect our effective tax rate and cash tax position and require us to take action, at potentially significant expense, to seek to preserve our effective tax rate and cash tax position. We cannot predict the outcome of any specific legislative proposals.

    We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

        We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, securities litigation, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material adverse effect on our financial condition.

        In November 2008, a jury in the Southern District of Texas found General Maritime Management (Portugal) L.D.A., one of our subsidiaries which we refer to as "GMM Portugal," and two vessel officers of one of our vessels guilty of violating the Act to Prevent Pollution from Ships and 18 USC 1001. The conviction resulted from charges based on alleged incidents occurring on board such vessel arising from potential failures by shipboard staff to properly record discharges of bilge waste during the period of November 24, 2007 through November 26, 2007. Pursuant to the sentence imposed by the court in March 2009, we paid a $1 million fine in April 2009 and were subject to a probationary period of five years which concluded in March 2014.

Risk Factors Related To Our Financings

    We have incurred significant indebtedness which could affect our ability to finance our operations, pursue desirable business opportunities and successfully run our business in the future, and therefore make it more difficult for us to fulfill our obligations under our indebtedness.

        We have substantial debt. As of March 31, 2015, we had indebtedness outstanding of $794.7 million and shareholders' equity of $548.6 million. Our outstanding long-term indebtedness as of March 31, 2015 included $241.6 million principal amount of indebtedness under the $273M credit facility, $414.6 million principal amount of indebtedness under the $508M credit facility and $138.5 million of indebtedness in the form of our senior notes (which amount reflects accrual of

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payment-in-kind interest of $13.1 million and is net of unamortized original issue discount of $6.2 million). Our senior secured credit facilities mature in 2017 and our senior notes are due in 2020 (see repayment schedule under "Description of Indebtedness—Amortization"). In accordance with our growth strategy, we intend to pursue additional debt financing opportunistically to help fund the growth of our business, subject to market and other conditions. Based on our pro forma capitalization at March 31, 2015 after giving effect to assumptions made relating to this offering and the associated partial repayment of $            of our outstanding indebtedness, we will have indebtedness outstanding of $            and shareholders' equity of $            , including $            of principal amount under the $273M credit facility, $            of principal amount under the $508M credit facility and $            of principal amount of senior notes. Additionally, we intend to secure additional debt financing to fund a portion of the remaining installment payments on our VLCC newbuildings. Our substantial indebtedness and interest expense could have important consequences to us, including:

    limiting our ability to use a substantial portion of our cash flow from operations in other areas of our business, including for working capital, capital expenditures and other general business activities, because we must dedicate a substantial portion of these funds to service our debt;

    requiring us to seek to incur further indebtedness in order to make the capital expenditures and other expenses or investments planned by us to the extent our future cash flows are insufficient;

    limiting our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions and the execution of our growth strategy, and other expenses or investments planned by us;

    limiting our flexibility and our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, our business and our industry;

    limiting our ability to satisfy our obligations under our indebtedness (which could result in an event of default and acceleration if we fail to comply with the requirements of our indebtedness);

    increasing our vulnerability to a downturn in our business and to adverse economic and industry conditions generally;

    placing us at a competitive disadvantage as compared to our competitors that are less leveraged;

    limiting our ability, or increasing the costs, to refinance indebtedness; and

    limiting our ability to enter into hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions.

        Our current credit facilities and the note purchase agreement governing the senior notes restrict our ability to use our cash. Among other restrictions, our current credit facilities restrict our ability to make capital expenditures other than maintenance capital expenditures, or vessel acquisitions or other capital expenditures not in the ordinary course of business using net cash proceeds from equity offerings. Additionally, our current credit facilities and the note purchase agreement governing the senior notes prohibit us from declaring or paying dividends to our shareholders.

        The limitations described above could have a material adverse effect on our business, financial condition, results of operations, prospects, and ability to satisfy our obligations under our indebtedness.

    We may incur significantly more indebtedness, which could further increase the risks associated with our indebtedness and prevent us from fulfilling our obligations under our current credit facilities and the senior notes.

        Despite our current level of indebtedness, our current credit facilities and the note purchase agreement governing the senior notes permit us to incur significant additional indebtedness in the future, as well as to refinance existing indebtedness, subject to specified limitations. If new indebtedness is added to our and our subsidiaries' current debt levels, the related risks that we and they face would be increased, and we may not be able to meet all our debt obligations, in whole or in part.

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    We may not be able to generate sufficient cash to service all of our indebtedness.

        We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of our industry and our chartering strategy. In addition, we intend to incur a significant amount of additional debt to finance our newbuildings. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficient to meet our debt obligations and commitments. Any insufficiency could negatively impact our business. A range of economic, competitive, financial, business, industry and other factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to pay our debt. Many of these factors, such as charter rates, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

    refinancing or restructuring our debt;

    selling tankers, newbuildings or other assets;

    reducing or delaying investments and capital expenditures; or

    seeking to raise additional capital.

        However, we cannot assure you that undertaking alternative financing plans, if necessary, would be successful in allowing us to meet our debt obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

        Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

    Our current credit facilities and the note purchase agreement for the senior notes impose significant operating and financial restrictions that may limit our ability to operate our business.

        Our current credit facilities and the note purchase agreement for the senior notes impose significant operating and financial restrictions on us and our restricted subsidiaries. These restrictions will limit our ability and the ability of our restricted subsidiaries to, among other things, as applicable:

    incur additional debt;

    pay dividends or make other restricted payments, including certain investments;

    create or permit certain liens;

    sell tankers or other assets;

    engage in certain transactions with affiliates; and

    consolidate or merge with or into other companies, or transfer all or substantially all of our assets or the assets of our restricted subsidiaries.

        These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities.

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        In addition, the current credit facilities require us to comply with various collateral maintenance and financial covenants, including with respect to our minimum cash balance and an interest expense coverage ratio covenant. The current credit facilities and the note purchase agreement for the senior notes require us to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the collateral vessels (solely in the case of our current credit facilities); restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants.

        We cannot assure you that we will meet these ratios or satisfy these covenants. For example, the vessel valuations we received in May, August and November 2013 indicated that we did not comply with certain of our collateral maintenance covenants under the senior secured credit facilities. The senior secured credit facilities prohibit us from electing an interest period other than one month when we are not in compliance with our covenants. On August 27, 2013, we obtained a waiver of such restriction from the lenders to permit us to select a three month interest period commencing on August 30, 2013. On November 29, 2013, the lenders agreed to waive, as of December 13, 2013, existing events of default related to our failure to comply with certain of our collateral maintenance covenants, potential events of default for failure to comply with the minimum cash balance covenant arising from the funding of interest payments due on November 29, 2013 and any related defaults or events of default. Additionally, on December 21, 2012, the lenders agreed to an amendment of the senior secured credit facilities, which, among other things, amended our collateral maintenance covenants, such that defaults then existing under such covenants were eliminated.

        We cannot assure you that we will meet these ratios in the future or satisfy these covenants or that our lenders will waive any future failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under these instruments could result in a default under these instruments. See "Description of Indebtedness—Senior secured credit facilities" for further information. If a default occurs under any debt instrument, the lenders could elect to declare that debt, together with accrued interest and other fees, to be immediately due and payable and proceed against the collateral securing that debt, which, in the case of the current credit facilities, constitutes all or substantially all of our assets, including our rights in the mortgaged vessels and their charters.

    Fluctuations in the market value of our fleet may adversely affect our liquidity and may result in breaches under our financing arrangements and sales of vessels at a loss.

        The market value of vessels fluctuates depending upon general economic and market conditions affecting the tanker industry, the number of tankers in the world fleet, the price of constructing new tankers, or newbuildings, types and sizes of tankers, and the cost of other modes of transportation. The market value of our fleet may decline in the event of a downswing in the historically cyclical shipping industry or as a result of the aging of our fleet. Declining tanker values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity. In addition, declining vessel values could result in the requirement to repay outstanding amounts or a breach of loan covenants, which could give rise to an event of default under our debt instruments.

        Our current credit facilities require us to comply with collateral maintenance covenants under which the market value of our vessels must remain at or above a specified percentage of the total commitment amount under the applicable instrument. If we are unable to maintain this required collateral maintenance ratio, we may be prevented from borrowing additional money under the applicable instrument, or we may default under the applicable instrument. If a default occurs, the lenders could elect to declare the debt, together with accrued interest and other fees, to be immediately due and payable and proceed against the collateral securing the debt, which, in the case of our current credit facilities, constitutes substantially all of our assets.

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    If we default on our obligations to pay any of our indebtedness or otherwise default under the agreements governing our indebtedness, lenders could accelerate such debt and we may be subject to restrictions on the payment of our other debt obligations or cause a cross-default or cross-acceleration.

        Any default under the agreements governing our indebtedness that is not waived by the required lenders or holders of such indebtedness, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on other debt instruments and substantially decrease the market value of such debt instruments. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in any agreement governing our indebtedness, we would be in default under the terms of the agreements governing such indebtedness. In the event of such default:

    the lenders or holders of such indebtedness could elect to terminate any commitments thereunder, declare all the funds borrowed thereunder to be due and payable and, if not promptly paid, in the case of our secured debt, institute foreclosure proceedings against our assets;

    even if those lenders or holders do not declare a default, they may be able to cause all of our available cash to be used to repay the indebtedness owed to them; and

    such default could cause a cross-default or cross-acceleration under our other indebtedness.

        As a result of such default and any actions the lenders may take in response thereto, we could be forced into bankruptcy or liquidation.

    An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

        Our debt under our current credit facilities bears interest at a variable rate. We may also incur indebtedness in the future with variable interest rates. As a result, an increase in market interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt and because we do not currently hold any interest rate swaps.

        LIBOR rates have recently been volatile, with the spread between those rates and prime lending rates widening significantly at times. These conditions are the result of the recent disruptions in the international credit markets. Because the interest rates borne by amounts that we may drawdown under our credit facilities fluctuate with changes in the LIBOR rates, if this volatility were to continue, it would affect the amount of interest payable on amounts that we were to drawdown from our credit facility, which in turn, would have an adverse effect on our profitability, earnings and cash flow.

Risks Related To This Offering And Our Common Shares

    There is no guarantee that an active and liquid public market for our common shares will develop.

        Prior to this offering, there has not been a public market for our common shares since May 17, 2012. The initial public offering price will be determined in negotiations between the representatives of the underwriters and us and may not be indicative of prices that will prevail in the trading market. The tanker industry has been highly unpredictable and volatile, and the market for common shares in this industry may be equally volatile. A liquid trading market for our common shares may not develop.

        In the absence of a liquid public trading market:

    you may not be able to liquidate your investment in our common shares;

    you may not be able to resell your shares at or above the initial public offering price;

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    the market price of our common shares may experience significant price volatility; and

    there may be less efficiency in carrying out your purchase and sale orders.

    The price of our common shares after this offering may be volatile.

        The price of our common shares may fluctuate due to a variety of factors, including:

    actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

    mergers and strategic alliances in the tanker industry;

    market prices and conditions in the tanker and oil industries;

    changes in government regulation;

    potential or actual military conflicts or acts of terrorism;

    natural disasters affecting the supply chain or demand for crude oil or petroleum products;

    the failure of securities analysts to publish research about us after this offering, or shortfalls in our operating results from levels forecast by securities analysts;

    announcements concerning us or our competitors; and

    the general state of the securities market.

        As a result of these factors, investors in our common shares may not be able to resell their shares at or above the initial offering price. These broad market and industry factors may materially reduce the market price of our common shares, regardless of our operating performance.

    We may issue additional common shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common shares.

        We may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, without shareholder approval, in a number of circumstances.

        Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:

    our existing shareholders' proportionate ownership interest in us will decrease;

    the relative voting strength of each previously outstanding common share may be diminished; and

    the market price of our common shares may decline.

    Certain large shareholders own, and, following this offering, are expected to continue owning, a significant percentage of the voting power of our common shares, and as a result could be able to exert significant influence over us.

        Certain large shareholders and their affiliates own a significant percentage of the voting power of our issued and outstanding common shares. For example, Oaktree, BlueMountain, Avenue, Aurora, Monarch, BlackRock and Navig8 Limited and/or their respective investment entities or affiliates own approximately        %,         %,         %,        %,        %,        % and        %, respectively, of our outstanding common shares. Following the consummation of this offering, these shareholders are expected to own approximately       %,     %,     %,     %,     %,     %, and     %, respectively, or        %,         %,        %,        %,        %,        % and        %, respectively, if the underwriters' over-allotment option is exercised in full. As a result these shareholders may be able to exert significant

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influence over the actions of our Board, the election of directors and other matters that require shareholder approval. Five out of the seven members of our Board prior to the consummation of the offering have been designated by certain of these shareholders pursuant to the 2015 shareholders agreement, and, while the 2015 shareholders agreement will terminate upon consummation of this offering, each of the directors immediately prior to the consummation of this offering were offered the opportunity to continue to serve as a director following the consummation of this offering. The interests of these shareholders may be different from that of other shareholders, and their large aggregate percentage ownership may result in them being able to exert substantial influence over us and may have effects such as delaying or preventing a change in control of the Company that may be favored by other shareholders or preventing transactions in which shareholders might otherwise recover a premium for their shares over their market prices.

        In addition, our significant concentration of share ownership may adversely affect the trading price of our common shares because investors may perceive disadvantages in owning shares in companies with significant shareholders. Furthermore, certain large shareholders have certain registration rights described elsewhere in this prospectus (see "Related Party Transactions" and "Shares Eligible for Future Sale—Registration Rights") and the registration and sale to the public of a large number of common shares may have the immediate effect of reducing the trading price of our common shares. We have other significant shareholders that could exert influence over us. See "Principal Shareholders" for more information regarding our share ownership.

    Future sales of our common shares, or the perception in the public markets that these sales may occur, may depress the price of our common shares.

        Additional sales of a substantial number of our common shares in the public market after this offering, or the perception that such sales may occur, could have a material adverse effect on the price of our common shares and could materially impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have             shares of common stock issued and outstanding, assuming that the underwriters do not exercise any portion of their over-allotment option in this offering. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended, or the "Securities Act," except for any shares that may be held or acquired by our directors, executive officers and other affiliates (as that term is defined in the Securities Act), which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available. The issuance of our common stock to our general unsecured creditors pursuant to the Chapter 11 plan was exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code. As a result, after giving effect to this offering,                common shares, or      % of our outstanding common shares, which amount includes 200,011 shares set aside for issuance to general unsecured creditors pursuant to the chapter 11 plan and an estimated                shares being sold in this offering, will be freely tradable, except for shares held by our directors, executive officers and other affiliates. The sale of such shares in the public market, or the perception that these sales may occur, could cause the market price of our common stock to decrease significantly.

        The remaining 64,790,499 outstanding shares, or      % of our outstanding shares after giving effect to this offering, will consist of:

    4,750,271 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for the conversion of secured claims, which we refer to as the "Oaktree conversion shares;"

    5,050,289 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for a $175.0 million investment, which we refer to as the "Oaktree investment shares;"

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    23,272,623 restricted securities, which we refer to as the "private placement shares," issued to various investors in private placements since our emergence from bankruptcy prior to the 2015 merger;

    31,717,316 restricted securities which we refer to as the "2015 merger shares," including an estimated 31,233,345 shares issued or estimated to be issued to Navig8 Crude's former shareholders as merger consideration and 483,971 shares issued to commitment parties under the 2015 equity purchase agreement as a commitment premium described below under "Related Party Transactions—2015 Merger Related Transactions—2015 Equity Purchase Agreement".

        The issuance of the Oaktree investment shares, the private placement shares and the 2015 merger shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and these shares are restricted securities. The issuance of the Oaktree conversion shares was exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code. As of the date of this prospectus, Oaktree has not sold any of the Oaktree conversion shares or any of the Oaktree investment shares, although these shares, the private placement shares and the 2015 merger shares are eligible for sale under Rule 144 and any shares sold thereunder will be freely tradable without restriction under the Securities Act, except for any shares that may be held or acquired by our directors, executive officers and other affiliates. See "Shares Eligible for Future Sale" for more information regarding the restrictions on selling our common shares after this offering. Sales by our existing shareholders of a substantial number of shares in the public market, or the perception that these sales might occur, could cause the market price of our common stock to decrease significantly.

        Pursuant to the 2015 registration agreement described elsewhere in this prospectus (see "Related Party Transactions" and "Shares Eligible for Future Sale—Registration Rights"), certain shareholders have certain demand and piggyback rights that may require us to file registration statements registering their common shares or to include sales of such common shares in registration statements that we may file for ourselves or other shareholders. Any common shares sold under these registration statements will be freely tradable in the public market. In the event such registration rights are exercised and a large number of common shares are sold in the public market, such sales could reduce the trading price of our common stock. These sales also could impede our ability to raise future capital. Additionally, we will bear all expenses in connection with any such registrations, except that the selling shareholders will be responsible for their pro rata shares of underwriters' commissions and discounts.

        We and each of our executive officers and directors and certain shareholders have agreed with the underwriters that for a period of 180 days after the date of this prospectus, we and they will not offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of or hedge any of our common stock, or any options or warrants to purchase any of our common stock or any securities convertible into or exchangeable for our common shares, subject to specified exceptions. Additionally, pursuant to our Third Amended and Restated Articles of Incorporation, all shareholders prior to this offering are bound by similar restrictions for a period of 180 days after the date of this prospectus. Citigroup Global Markets Inc. and UBS Securities LLC may, in their discretion, at any time without prior notice, release all or any portion of the common shares from the restrictions in any such agreement. See "Underwriting" for more information. All of our common shares outstanding as of the date of this prospectus may be sold in the public market by existing shareholders 181 days after the date of this prospectus, subject to applicable volume and other limitations imposed under United States securities laws. Because all or substantially all of the 200,011 shares allocated to our general unsecured creditors pursuant to our Chapter 11 plan are registered in the name of Cede & Co. as nominee for The Depository Trust Company, and due to the administrative burden of imposing transfer restrictions on these shares, we have requested and the underwriters have agreed to exclude any of these 200,011 shares which are held by Cede & Co. from the transfer restrictions in our articles of incorporation described above.

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    We will incur increased costs and obligations as a result of being a public company and our management will be required to devote substantial time to complying with public company regulations.

        As a privately held company, we were not required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an "emerging growth company" as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act of 2002, as amended, or the "Sarbanes-Oxley Act," the JOBS Act, and the rules and regulations of the U.S. Securities and Exchange Commission, or the "SEC," and the New York Stock Exchange, or the "NYSE," have created uncertainty for public companies and increased our costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

        Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

        For as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." We may remain an "emerging growth company" for up to five fiscal years or until such earlier time that we have more than $1.0 billion in annual revenues, have more than $700.0 million in market value of our common shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three year period. Further, there is no guarantee that the exemptions available to us under the JOBS Act will result in significant savings. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact earnings.

    As an "emerging growth company," we cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" will make our common shares less attractive to investors.

        We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, in the registration statement, of which this prospectus forms a part, we are permitted to provide only two years of audited financial statements (in addition to any required unaudited interim financial statements) with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure and selected/historical financial data.

        We have elected in this prospectus to take advantage of the scaled disclosure related to financial statement presentation, including with respect to disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure and selected/historical financial

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data. We have also elected in this prospectus to take advantage of scaled disclosure related to executive compensation. We may continue to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us as long as we continue to qualify as an emerging growth company. It is possible that some investors could find our common stock less attractive because we have and may continue to take advantage of these reduced requirements. If some investors find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.

    Pursuant to the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an "emerging growth company."

        Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC after the consummation of this offering, and generally requires a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an "emerging growth company." We could be an "emerging growth company" for up to five fiscal years.

    If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.

        Prior to this offering, we were not required to adopt or maintain all of the financial reporting and disclosure procedures and controls required of a U.S. publicly traded company because we were a privately held company. We expect that the implementation of all required accounting practices and policies will increase our operating costs and could require time and resources from our management and employees. If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our common shares on the NYSE.

    Our internal control over financial reporting is not currently required to meet the standards required by Section 404 of the Sarbanes-Oxley Act of 2002, but failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act in the future could have a material adverse effect on our business and share price.

        As a privately held company, we have not been required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act. We anticipate being required to meet these standards in the course of preparing our consolidated financial statements as of and for the year ending December 31, 2016, and our management will be required to report on the effectiveness of our internal control over financial reporting for such year. Additionally, once we are no longer an "emerging growth company," our independent registered public accounting firm may be required to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

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        In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the implementation of any remediation of control deficiencies and receiving a favorable attestation in connection with the attestation provided by our independent registered public accounting firm. Furthermore, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and share price and could limit our ability to report our financial results accurately and timely.

    You will experience immediate and substantial dilution of $            per common share.

        The assumed initial public offering price of $            per common share, which represents the midpoint of the price range set forth on the cover of this prospectus, exceeds the pro forma net tangible book value per common share (after giving effect to the 2015 merger and related transactions, the Management Incentive Plan, this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each of these transactions occurred on March 31, 2015) immediately after this offering. Based on an assumed initial public offering price of $            per common share, which represents the midpoint of the price range set forth on the cover of this prospectus, you will incur immediate and substantial dilution of $            per share upon the consummation of this offering.

        See "Dilution" for more information regarding the dilution that you will experience upon the completion of this offering.

    You may experience substantial dilution if any claims are made by General Maritime's or Navig8 Crude's former shareholders pursuant to the 2015 merger agreement.

        In connection with the 2015 merger agreement, until twenty four months following the anniversary of the closing of the 2015 merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify and defend General Maritime's or Navig8 Crude's shareholders, in each case immediately prior to the 2015 merger, in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to such indemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal to the amount of the indemnified loss. If we are required to issue shares pursuant to these obligations, you may experience substantial dilution.

    Our shareholders may be subject to additional dilution as a result of additional offerings.

        We may issue additional shares in the future. To the extent that an existing shareholder does not purchase additional shares that we may issue in any such future transaction, that shareholder's interest in our company will be diluted, which means that its percentage of ownership in our company will be reduced. Following such a reduction, that shareholder's common stock would represent a smaller percentage of the vote in our Board of Directors' elections and other shareholder decisions.

    Certain provisions of our amended and restated articles of incorporation, which we refer to as our articles of incorporation, our bylaws and certain agreements to which we are party may make it difficult for shareholders to change the composition of our board of directors and may discourage, delay or prevent a merger or acquisition that some shareholders may consider beneficial.

        Certain provisions of our articles of incorporation and bylaws may have the effect of delaying or preventing changes in control if our board of directors determines that such changes in control are not

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in our best interests or in the best interests of our shareholders. The provisions in our articles of incorporation and bylaws include, among other things, those that:

    provide for a classified board of directors with three-year staggered terms;

    authorize our board of directors to issue preferred shares and to determine the price and other terms, including preferences and voting rights, of those shares without shareholder approval;

    establish advance notice procedures for nominating directors or presenting matters at shareholder meetings;

    authorize the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares entitled to vote for those directors;

    allow only our board of directors to fill vacancies on our board of directors;

    prohibit us from engaging in a "business combination" with an "interested shareholder" for a period of three years after the date of the transaction in which the person became an interested shareholder unless certain provisions are met;

    prohibit cumulative voting in the election of directors;

    prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

    limit the persons who may call special meetings of shareholders; and

    require a super-majority to amend certain provisions of our bylaws and our articles of incorporation.

        While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, they could enable the board of directors to hinder or frustrate a transaction that some, or a majority, of the shareholders may believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors.

        These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which is responsible for appointing the members of our management. See "Description of Our Capital Stock" for more information.

    We have no present intention to pay dividends and are currently restricted from paying dividends on our common shares.

        We have not declared or paid any dividends since the fourth quarter of 2010. Moreover, pursuant to restrictions under our debt instruments, we are currently prohibited from paying dividends. We do not anticipate declaring or paying cash dividends to holders of our common shares in the near term. We currently intend to retain future earnings, if any, for use in the operation and expansion of our business. We may, however, adopt in the future a policy to make cash dividends. Any future dividend policy is within the discretion of our board of directors. However, any future payment of dividends may continue to be restricted by the covenants contained in our debt instruments. Any determination to pay or not pay cash dividends will also depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of

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the shares), when a company is insolvent or if the payment of the dividend would render the company insolvent.

    We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate or bankruptcy law and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

        Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by the Republic of the Marshall Islands Business Corporations Act. The provisions of the Republic of the Marshall Islands Business Corporations Act resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the Republic of the Marshall Islands Business Corporations Act. For example, the rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Although the Republic of the Marshall Islands Business Corporations Act does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

    It may be difficult to enforce a U.S. judgment against us, our officers and our directors because we are a foreign corporation.

        We are incorporated in the Republic of the Marshall Islands and most of our subsidiaries are organized in the Republic of Liberia and the Republic of the Marshall Islands. Substantially all of our assets and those of our subsidiaries are located outside the United States. As a result, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws.

    Certain provisions in our financing agreements could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.

        Our current credit facilities and the note purchase agreement governing the senior notes impose restrictions on changes of control of our company and our ship-owning subsidiaries. Under our current credit facilities and the note purchase agreement governing our senior notes, a change of control would be an event of default, such that lender consent or repayment in full of the obligations thereunder would be required. The note purchase agreement governing the senior notes would either require that we obtain the noteholders' consent prior to any change of control or that we make an offer to redeem the notes before a change of control can take place.

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FORWARD-LOOKING STATEMENTS

        Our disclosure and analysis in this prospectus contains forward-looking statements. These forward-looking statements are based on management's current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this prospectus are the following: (i) loss or reduction in business from our significant customers; (ii) the failure of our significant customers, pool managers or technical managers to perform their obligations owed to us; (iii) the loss or material downtime of significant vendors and service providers; (iv) our failure, or the failure of the commercial managers of any pools in which our vessels participate, to successfully implement a profitable chartering strategy; (v) changes in demand; (vi) a material decline or prolonged weakness in rates in the tanker market; (vii) changes in production of or demand for oil and petroleum products, generally or in particular regions; (viii) greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; (ix) changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the IMO and the European Union or by individual countries; (x) actions taken by regulatory authorities; (xi) actions by the courts, the U.S. Coast Guard, the U.S. Department of Justice or other governmental authorities and the results of the legal proceedings to which we or any of our vessels may be subject; (xii) changes in trading patterns significantly impacting overall tanker tonnage requirements; (xiii) changes in the typical seasonal variations in tanker charter rates; (xiv) changes in the cost of other modes of oil transportation; (xv) changes in oil transportation technology; (xvi) increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance; (xvii) changes in general political conditions; (xviii) changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs); (xix) changes in the itineraries of our vessels; (xx) adverse changes in foreign currency exchange rates affecting our expenses; (xxi) the fulfillment of the closing conditions under, or the execution of customary additional documentation for, the Company's agreements to acquire vessels and contemplated financing arrangements; (xxii) financial market conditions; (xxiii) sourcing, completion and funding of financing on acceptable terms; (xxiv) our ability to comply with the covenants and conditions under our debt obligations; (xxv) other factors discussed under the "Risk Factors" section of this prospectus; and (xxvi) the impact of electing to take advantage of certain exemptions applicable to emerging growth companies.

        You should not place undue reliance on forward-looking statements contained in this prospectus, because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this prospectus are qualified in their entirety by the cautionary statements contained in this prospectus. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

        Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

        We estimate that the net proceeds to us from this offering will be approximately $         million after deducting underwriting discounts and commissions and estimated expenses payable by us, or approximately $         million if the underwriters exercise in full their over-allotment option, based on an assumed offering price of $        per share, which represents the midpoint of the price range set forth on the cover of this prospectus. A $1.00 increase (decrease) in the assumed public offering price would increase (decrease) the net proceeds to us from this offering by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

        We intend to use $        of the net proceeds from this offering to redeem approximately $        in principal amount of our senior notes (including payment of accrued interest and the applicable premium thereon), or 35% of the outstanding senior notes, and to use $        of the net proceeds from this offering to repay a portion of the amounts owed under our senior secured credit facilities. Based on an assumed offering price of $            per share, which represents the midpoint of the price range set forth on the cover of this prospectus, the net proceeds from approximately            shares sold in this offering will be used to repay our debt obligations. Following the redemption of a portion of the senior notes and the repayment of a portion of our senior secured credit facilities there will be $        in principal amount of senior notes and $        in aggregate principal amount under our senior secured credit facilities outstanding. See "Description of IndebtednessSenior secured credit facilities" and "Description of Indebtedness—Senior Notes" for more information regarding our senior secured credit facilities and the senior notes, including the interest rates and maturity thereof and the redemption premiums applicable to the senior notes.

        Additionally, we intend to use $        of the net proceeds from this offering to fund $        of the approximately $1,446.0 million remaining installment payments, as of May 11, 2015, due under the shipbuilding contracts for our 21 VLCC newbuildings described below under "Business—2014 acquired VLCC newbuildings" and "Business—2015 acquired VLCC newbuildings." We plan to fund the remaining unpaid installment payments from cash flow from operations and through the incurrence of additional senior secured debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Financings" See "Risk Factors—Risk Factors Related to our Financings—We cannot assure you that we will enter into any new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder" for risks related to this potential new additional senior secured debt.

        Our management will have the discretion to apply some or all of the proceeds of this offering for purposes of vessel acquisition or for general corporate purposes.

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OUR DIVIDEND POLICY

        We have not declared or paid any dividends since the fourth quarter of 2010. Moreover, pursuant to restrictions under our debt instruments, we are currently prohibited from paying dividends.

        We currently intend to retain future earnings, if any, for use in the operation and expansion of our business. We may, however, adopt in the future a policy to pay cash dividends, taking into account any restrictions under our indebtedness. Our future dividend policy is subject to the discretion of our board of directors. However, any future payment of dividends may be subject to restrictions under our debt instruments. Any determination to pay or not pay cash dividends will also depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), when a company is insolvent or if the payment of the dividend would render the company insolvent.

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CAPITALIZATION

        The following table sets forth our cash and capitalization at March 31, 2015, as follows:

    on a historical basis;

    on an adjusted basis, giving effect to the conversion of our Class A and Class B shares into one share of common stock on a one-to-one basis (which occurred contemporaneously with consummation of the 2015 merger), the 2015 merger and related transactions, and the issuance of            common shares under the Management Incentive Plan; and

    on a further adjusted basis, assuming the issuance of        common shares in this offering at an assumed offering price of $        per share, which represents the midpoint of the expected range set forth on the cover of this prospectus and the application of the net proceeds therefrom as described under "Use of Proceeds."

        This table is derived from, and should be read in conjunction with, the financial statements, the related notes and other financial information included elsewhere in this prospectus. You should also read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations."


As of March 31, 2015

 
  Actual   As Adjusted(1)   As further
Adjusted(2)
 
 
  (dollars in millions, except per share data)
 

Cash and cash equivalents

  $ 163.7   $     $    
               
               

Debt:

                   

$273M credit facility

  $ 414.6   $          

$508M credit facility

    241.6              

Senior notes

    138.5              
               

Total Long-term debt (including current portion)

    794.7              

Shareholders' equity:

                   

Class A Common Stock, $0.01 par value per share; authorized 50,000,000 shares; issued and outstanding 11,270,196 shares at March 31, 2015

    0.1              

Class B Common Stock, $0.01 par value per share; authorized 30,000,000 shares; issued and outstanding 22,002,998 shares at March 31, 2015

    0.2              

Common Stock(3)

                 

Accumulated other comprehensive income

    0.6              

Accumulated deficit

    (262.0 )            

Paid-in capital

    809.7              
               

Total shareholders' equity

    548.6              
               

Total capitalization

  $ 1,343.3   $            $    
               
               

(1)
Reflects adjustments, giving effect to the conversion of our Class A and Class B shares into one class of common stock on a one-to-one basis upon the filing of our Third Amended and Restated Articles of Incorporation (which occurred contemporaneously with consummation of the 2015 merger on May 7, 2015), the 2015 merger and related transactions (including the issuance of 31,233,170 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the commitment parties under the 2015 equity

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    purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger) and the issuance of         common shares under the Management Incentive Plan. Excludes fees or expenses in relation to professional services.

(2)
Reflects adjustments, giving effect to the issuance of        common shares in this offering at an assumed offering price of $        per share, which represents the midpoint of the expected range set forth on the cover page of this prospectus and the application of the net proceeds therefrom as described under "Use of Proceeds." A $        increase in the assumed public offering price per share would increase our total capitalization by approximately $         million, assuming the number of shares offered in this offering remains the same as set forth on the front cover of this prospectus. A $            decrease in the assumed public offering price would decrease our total capitalization by approximately $         million, assuming the number of shares offered in this offering remains the same as set forth on the front cover of this prospectus.

(3)
Refers to our common shares following the conversion of our Class A shares and Class B shares into one class of common stock on a one-to-one basis upon the filing of our Third Amended and Restated Articles of Incorporation. Following consummation of this offering there will be 225,000,000 shares of common stock, par value $0.01 per share, authorized and      shares issued and outstanding.

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DILUTION

        Dilution is the amount by which the offering price paid by the purchasers of our common shares in this offering will exceed the net tangible book value per common share after this offering. The net tangible book value is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities.

        As of March 31, 2015, historical net tangible book value was $      , or $            .

        Without taking into effect any other changes in net tangible book value after March 31, 2015, and after giving effect to the conversion of our Class A and Class B shares into one class of common stock (which occurred contemporaneously with consummation of the 2015 merger), the 2015 merger and related transactions (including the issuance of an estimated 31,233,345 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger, but excluding fees or expenses in relation to professional services) and the issuance of            common shares under the Management Incentive Plan, our pro forma net tangible book value as of March 31, 2015 would have been $             million, or $            per common share.

        Without taking into effect any other changes in net tangible book value after March 31, 2015, and after giving effect to the aforementioned adjustments and the sale of             common shares in this offering, the application of the net proceeds therefrom as described under "Use of Proceeds", and after deducting underwriting discounts and estimated offering expenses, our pro forma net tangible book value as of March 31, 2015 would have been $         million, or $        per common share. This represents an immediate increase in net tangible book value of $        per share to the existing shareholders and an immediate dilution in net tangible book value of $        per share to new investors.

        The following table illustrates the pro forma per share dilution and appreciation at March 31, 2015:

Assumed Initial public offering price per share(1)

  $           

Historical net tangible book value per share as of March 31, 2015(2)

       

Pro forma net tangible book value per share as of March 31, 2015, after giving effect to 2015 merger and related transactions and MIP(3)

       

Increase in pro forma net tangible book value per share attributable to new investors in this offering

       

Less: Pro forma net tangible book value per share as of March 31, 2015 immediately after this offering(4)

       
       

Immediate dilution per share to purchasers in this offering(5)

  $           

(1)
Represents the mid-point of the price range set forth on the cover page of this prospectus.

(2)
Determined by dividing the            common shares expected to be outstanding immediately prior to this offering into the historical net tangible book value as of March 31, 2015 (without giving effect to this offering) of $            .

(3)
Determined by dividing the            common shares expected to be outstanding immediately prior to this offering into the pro forma net tangible book value as of March 31, 2015 (without giving effect to this offering, but giving effect to the conversion of our Class A and Class B shares into one class of common stock on a one-to-one basis (which occurred contemporaneously with consummation of the 2015 merger), the 2015 merger and related transactions (including the issuance of an estimated 31,233,170 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the

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    commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger, but excluding fees or expenses in relation to professional services) and the issuance of            common shares under the Management Incentive Plan) of $            .

(4)
Determined by dividing            common shares expected to be outstanding after this offering into our pro forma net tangible book value (as further adjusted to give effect to the application of the expected net proceeds from this offering) of $         million.

(5)
If the initial public offering price were to increase or decrease by $1.00 per unit common unit, then dilution per share to purchasers in this offering would equal $        and $        , respectively. Assumes the underwriters' over-allotment option is not exercised. If the underwriters exercise in full their option to purchase additional common units, the immediate dilution per share to purchasers in this offering would be $            .

        The following table summarizes, on a pro forma basis as at March 31, 2015, the differences between the number of common shares acquired from us, the total consideration and the average price paid per share paid by the existing shareholders (giving effect to the conversion of our Class A and Class B shares into one class of common stock (which occurred contemporaneously with consummation of the 2015 merger), the 2015 merger and related transactions (including the issuance of an estimated 31,233,345 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger, but excluding fees or expenses in relation to professional services), the issuance of            common shares under the Management Incentive Plan and the sale of common shares in this offering) and by investors participating in this offering, based upon an assumed initial public offering price of $        per share.

 
  Pro Forma Shares
Outstanding
  Total
Consideration
   
 
 
  Average
Price
Per
Share
 
(dollars in thousands except per share data)
  Number   Percent   Amount   Percent  

Existing shareholders

              $                  $           

New investors

              $                  $           

Total

              $                  $           

        The number of common shares to be outstanding after this offering is based on the number of shares outstanding as of March 31, 2015 as adjusted to give effect to the issuance of shares to purchasers in this offering and excludes the following:

    309,296 common shares issuable upon exercise of outstanding May 2012 warrants at a weighted-average exercise price of $42.50 per share;

    1,431,520 common shares issuable upon exercise of outstanding 2015 warrants following consummation of this offering at a weighted-average exercise price of $10.00 per each 0.8947 shares (subject to vesting requirements described below under "Related Party Transactions—2015 Merger Related Transactions—2015 Warrant Agreement");

    13,420 common shares issuable upon exercise of the 2015 option at a weighted average exercise price of $15.088 per share;

    343,662 common shares issuable upon exercise of outstanding stock options under the 2012 Equity Incentive Plan (of which options for 137,463 shares have vested) having a weighted-average exercise price of $38.26 per share;

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    801,879 additional common shares reserved for issuance under the 2012 Equity Incentive Plan; and

                    common shares reserved for issuance (but not issued) under the Management Incentive Plan.

        Furthermore, we may choose to raise additional capital through the sale of equity or convertible debt securities. New investors may experience further dilution if any of our outstanding options or warrants are exercised, new options are issued and exercised under our equity incentive plans or if we issue additional shares of common stock, other equity securities or convertible debt securities in the future. See "Risk Factors—You will experience immediate and substantial dilution of $        per common share" and "Risk Factors—Our shareholders may be subject to additional dilution as a result of additional offerings."

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA

        The following selected historical financial and other data should be read in connection with, and are qualified by reference to, the consolidated financial statements and related notes included in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this prospectus. The selected historical financial and other data in the below tables as of December 31, 2014 and 2013 and the selected historical financial and other data for the years ended December 31, 2014 and 2013 are derived from our audited consolidated financial statements for the years ended December 31, 2014 and 2013 included herein. The selected historical financial and other data in the below tables as of March 31, 2015 and the selected historical financial and other data for the three months ended March 31, 2015 and 2014 are derived from our consolidated financial statements for the three months ended March 31, 2015 and 2014 included herein. Historical results are not necessarily indicative of results that may be expected for any future period.

 
  Year Ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Income Statement Data:

                         

Voyage revenues

  $ 392,409   $ 356,669   $ 121,402   $ 123,282  

Voyage expenses

    239,906     259,982     45,894     68,884  

Direct vessel expenses

    84,209     90,297     20,897     21,847  

General and administrative expenses

    22,418     21,814     4,624     5,478  

Depreciation and amortization

    46,118     45,903     10,999     11,169  

Goodwill write-off for sales of vessels

    1,249     1,068          

Loss on goodwill impairment

    2,099              

Loss on disposal of vessels and vessel equipment

    8,729     2,452     131     1,112  

Loss on impairment of vessels

        2,048          

Closing of Portugal office

    5,123         192      
                   

Total operating expenses

    409,851     423,564     82,737     108,490  
                   

Operating income (loss)

    (17,442 )   (66,895 )   36,665     14,792  

Net interest expense

    (29,849 )   (34,643 )   (7,427 )   (7,266 )

Net other income (expense)

    207     (30 )   (319 )   (65 )
                   

Total other expenses

    (29,642 )   (34,178 )   (7,746 )   (7,331 )
                   

Net income (loss)

  $ (47,084 ) $ (101,073 ) $ 30,919   $ 7,461  
                   
                   

Income (loss) per Class A and Class B common share:

                         

Basic(1)

  $ (1.54 ) $ (8.64 ) $ 0.93   $ 0.32  

Diluted(1)

  $ (1.54 ) $ (8.64 ) $ 0.93   $ 0.32  

Weighted-average shares outstanding—basic:

                         

Class A

    11,270,196     11,237,987     11,270,196     11,270,196  

Class B

    19,222,626     588,957     22,002,998     12,178,080  

Weighted-average shares outstanding—diluted:

                         

Class A(2)

    30,492,822     11,826,944     33,273,194     23,448,276  

Class B

    19,222,626     588,957     22,002,998     12,178,080  

(1)
The common shares during the year ended December 31, 2013 were reclassified as Class A shares on December 12, 2013 which is reflected retrospectively herein. See "Related Party Transactions—December 2013 Class B Financing" for more details. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the factors affecting comparability

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    across the periods. On May 7, 2015, in connection with the consummation of the 2015 merger, all shares of Class A Common Stock and Class B Common Stock, were converted to a single class of common stock on a 1:1 basis upon the filing of our Third Amended and Restated Articles of Incorporation.

(2)
On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on a one-to-one basis to a single class of common stock.

    At the closing of the 2015 merger on May 7, 2015, we issued 31,233,345 shares of our common stock into a trust account for the benefit of Navig8 Crude's former shareholder. Since we may be required to adjust the proportion of cash and stock as merger consideration depending on whether Navig8 Crude's former shareholders are permitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject to change.

    In connection with the closing of the 2015 merger, we issued 483,971 shares of our common stock as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement, we assumed an outstanding Navig8 Crude warrant and option to purchase an aggregate of 1,444,940 shares of our common stock, and we acquired cash and cash equivalents of $41.4 million and vessels under construction of $364.2 million as of March 31, 2015. For information regarding 2015 merger, see "Business—2015 merger."

(3)
Weighted-average shares outstanding—diluted—Class A gives effect to the conversion of the outstanding Class B Shares into Class A Shares on a one-to-one basis. Accordingly, Class A amounts represent the total number of our outstanding common shares on a fully-diluted basis.

(dollars in thousands)
  March 31,
2015
  December 31,
2014
  December 31,
2013
 

Balance Sheet Data, at end of year / period:

                   

Cash and cash equivalents

  $ 163,674   $ 147,303   $ 97,707  

Total current assets

    248,188     230,662     200,688  

Vessels, net of accumulated depreciation

    805,169     814,528     873,435  

Total assets

    1,393,783     1,360,925     1,122,934  

Current liabilities (including current portion of long-term debt)

    62,369     52,770     79,508  

Total long-term debt

    782,654     790,835     677,632  

Total liabilities

    845,210     843,776     757,244  

Shareholders' equity

    548,573     517,149     365,690  

 

 
  Year Ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Cash Flow Data:

                         

Net cash (used in) provided by operating activities

  $ (11,797 ) $ (40,472 ) $ 39,291   $ 2,978  

Net cash (used in) provided by investing activities

    (238,019 )   4,302     (22,853 )   (156,816 )

Net cash provided by (used in) financing activities

    299,417     104,901     (449 )   159,377  

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  Year ended   Three Months Ended  
(dollars in thousands except fleet data and daily results)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Fleet Data:

                         

Total number of vessels at end of year(1)

    25     27     25     26  

Average number of vessels(1)

    25.7     27.8     25.0     26.5  

Total operating days for fleet(2)

    8,801     9,778     2,153     2,256  

Total time charter days for fleet

    550     1,269     201     90  

Total spot market days for fleet

    8,251     8,509     1,952     2,166  

Total calendar days for fleet(3)

    9,379     10,145     2,250     2,383  

Fleet utilization(4)

    93.8 %   96.4 %   95.7 %   94.7 %

Average Daily Results:

                         

Time charter equivalent(5)

  $ 17,328   $ 9,889   $ 35,069   $ 24,114  

VLCC

    17,255     10,244     42,623     24,162  

Suezmax

    17,161     10,828     35,871     23,695  

Aframax

    19,634     9,569     27,857     29,579  

Panamax

    17,235     5,504     27,568     18,041  

Handymax

    10,231     6,879     19,461     11,943  

Direct vessel operating expenses(6)

    8,978     8,901     9,287     9,168  

General and administrative expenses(7)

    2,390     2,150     2,055     2,299  

Total vessel operating expenses(8)

    11,368     11,051     11,343     11,467  

Other Data:

                         

EBITDA(9)

  $ 28,883   $ (20,527 ) $ 49,345   $ 25,896  

Adjusted EBITDA(9)

  $ 46,083   $ (14,959 ) $ 49,668   $ 27,008  

(1)
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the period divided by the number of calendar days in that period. Total number of vessels and Average number of vessels exclude our 21 VLCC newbuildings.

(2)
Total operating days for fleet are the total days our vessels were in our possession for the relevant period net of off hire days associated with major repairs, drydockings or special or intermediate surveys.

(3)
Total calendar days for fleet are the total days the vessels were in our possession for the relevant period including off hire days associated with major repairs, drydockings or special or intermediate surveys.

(4)
Fleet utilization is the percentage of time that our vessels were available for revenue generating voyages, and is determined by dividing total operating days for fleet by total calendar days for fleet for the relevant period.

(5)
Time Charter Equivalent, or "TCE," is a measure of the average daily revenue performance of a vessel. We calculate TCE by dividing net voyage revenue by total operating days for fleet. Net voyage revenues are voyage revenues minus voyage expenses. We evaluate our performance using net voyage revenues. We believe that presenting voyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated with particular voyages or deployment of vessels on time charter or on the spot market and presents a more accurate representation of the revenues generated by our vessels.

(6)
Direct vessel operating expenses, which is also referred to as "direct vessel expenses" or "DVOE," include crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance

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    and repairs incurred during the relevant period. Daily DVOE is calculated by dividing DVOE by the total calendar days for fleet for the relevant period.

(7)
Daily general and administrative expense is calculated by dividing general and administrative expenses by total calendar days for fleet for the relevant time period.

(8)
Total Vessel Operating Expenses, or "TVOE," is a measurement of our total expenses associated with operating our vessels. Daily TVOE is the sum of daily direct vessel operating expenses, and daily general and administrative expenses.

(9)
EBITDA represents net income (loss) plus net interest expense and depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the items set forth in the table below, which represent certain non-cash items and one-time items that we believe are not indicative of the ongoing performance of our core operations. EBITDA and Adjusted EBITDA are included in this prospectus because they are used by management and certain investors as measures of operating performance. EBITDA and Adjusted EBITDA are used by analysts in the shipping industry as common performance measures to compare results across peers. Our management uses EBITDA and Adjusted EBITDA as performance measures and they are also presented for review at our board meetings. EBITDA and Adjusted EBITDA are not items recognized by accounting principles generally accepted in the United States of America (GAAP), and should not be considered as alternatives to net income, operating income, cash flow from operating activity or any other indicator of a company's operating performance or liquidity required by GAAP. The definitions of EBITDA and Adjusted EBITDA used here may not be comparable to those used by other companies. These definitions are also not the same as the definition of EBITDA and Adjusted EBITDA used in the financial covenants in our debt instruments. Set forth below is the EBITDA and Adjusted EBITDA reconciliation.

 
  Year ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Net income (loss)

  $ (47,084 ) $ (101,073 ) $ 30,919   $ 7,461  

Net interest expense

    29,849     34,643     7,427     7,266  

Depreciation and amortization

    46,118     45,903     10,999     11,169  
                   

EBITDA

    28,883     (20,527 )   49,345     25,896  

Adjustments

                         

Loss on disposal of vessels and vessel equipment

    8,729     2,452     131     1,112  

Goodwill impairment

    2,099              

Goodwill write-off for sales of vessels

    1,249     1,068          

Vessel impairment

        2,048          

Closing of Portugal office

    5,123         192      
                   

Adjusted EBITDA

  $ 46,083   $ (14,959 ) $ 49,668   $ 27,008  
                   
                   

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following is a discussion of our financial condition as of December 31, 2014 and 2013, and our results of operations for the years ended December 31, 2014 and 2013 and the three months ended March 31, 2015 and 2014. You should read this section together with the consolidated financial statements included elsewhere in this prospectus, including the notes to those financial statements, for the periods mentioned above. This discussion contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements due to a number of factors, including those we describe under "Risk Factors" and elsewhere in this prospectus.

General

        We are Gener8 Maritime Inc., a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, one of the largest independent vessel pool managers. We own a fleet of 46 tankers, including 25 vessels on the water, consisting of 7 VLCCs, 11 Suezmax vessels, 4 Aframax vessels, 2 Panamax vessels and 1 Handymax product carrier, with an aggregate carrying capacity of 4.5mm DWT as of March 31, 2015, and 21 "eco" VLCC newbuildings equipped with advanced, fuel-saving technology, that are being constructed at highly reputable shipyards, with expected deliveries from August 2015 through February 2017. These newbuildings are expected to more than double our fleet capacity to 10.8mm DWT, based on the contractually-guaranteed minimum DWT of newbuild vessels. After the delivery of these vessels, we believe that our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes. In addition to being one of the largest owners by deadweight tonnage of VLCC and Suezmax vessels, we believe we will uniquely benefit from our strategic commercial management relationship with the Navig8 Group, the largest fully-integrated commercial management platform in our industry, including through the deployment of our spot VLCC and Suezmax vessels in Navig8 Group's VL8 and Suez8 pools, respectively.

        Non-U.S. operations accounted for a majority of our revenues and results of operations. Vessels regularly move between countries in international waters, over hundreds of trade routes. It is therefore impractical to assign revenues, earnings or assets from the transportation of international seaborne crude oil and petroleum products by geographical area. Each of our vessels serves the same type of customer, has similar operations and maintenance requirements, operates in the same regulatory environment, and is subject to similar economic characteristics. Based on this, we have determined that we operate in one reportable segment, the transportation of crude oil and petroleum products with our fleet of vessels.

Spot and Time Charter Deployment

        We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of March 31, 2015, 22 of our 25 vessels (in addition to a single vessel which we have the right to operate under a time charter anticipated to expire in February 2016) are employed in the spot market (either directly or through spot market focused pools), given our expectation of near- to medium-term increases in charter rates.

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        A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed upon freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port and fuel costs. A time charter is generally a contract to charter a vessel for a fixed period of time at a set daily or monthly rate. Under time charters, the charterer pays voyage expenses such as port and fuel costs. Vessels operating on time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in tanker rates although we are exposed to the risk of declining tanker rates and lower utilization. Pools generally consist of a number of vessels which may be owned by a number of different ship owners which operate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have close working relationships with customers and brokers while technical management is typically the responsibility of each ship owner. Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkers and port expenses are borne by the charterer (i.e. the pool) and operating costs, including crews, maintenance and insurance are typically paid by the owner of the vessel. Pools, in return, typically negotiate charters with customers primarily in the spot market. As of May 11, 2015, all of the vessels currently deployed in the Unique Tankers pool are owned by our subsidiaries and are deployed on spot market voyages. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014 and Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus for information regarding the Unique Tankers pool. Since the members of a pool typically share in the revenue generated by the entire group of vessels in the pool, and since pools operate primarily in the spot market, the revenue earned by vessels placed in spot market related pools is subject to the fluctuations of the spot market and the ability of the pool manager to effectively charter its fleet. We believe that vessel pools can provide cost-effective commercial management activities for a group of similar class vessels and potentially result in lower waiting times. See "Business—Our Business Strategy" for more information on what we believe to be certain advantages of pools. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements between Unipec and Unique Tankers. See "Business—Employment of Our Fleet—VL8, Suez8 and V8 Pools" for more information on our arrangements with the VL8, Suez8 and V8 pools.

        We are constantly evaluating opportunities to increase the number of our vessels deployed on time charters, but only expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria. We may also consider deploying our vessels on time charter for customers to use as floating storage. We believe that historically, during certain periods of higher charter rates, we benefited from greater cash flow stability through the use of time charters for part of our fleet, while maintaining the flexibility to benefit from improvements in market rates by deploying the balance of our vessels in the spot market. We may utilize a similar strategy to the extent that charter rates rise.

Net Voyage Revenues as Performance Measure

        We evaluate performance using net voyage revenues. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port and fuel costs that are unique to a particular voyage. Consequently, spot charter rates are generally higher than time charter rates to allow spot charter vessel owners the ability to recoup voyage expenses. Voyage expenses typically are paid by the charterer when a vessel is under a time charter and by the vessel owner when a vessel is under a spot charter. We believe that utilizing net voyage revenues neutralizes the variability created by unique costs associated with particular voyages or the manner in which vessels are deployed and presents a

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more accurate representation of the revenues generated by our vessels on a comparable basis whether on spot or time charters.

        Our voyage revenues are recognized ratably over the duration of the spot market voyages and the lives of the time charters, while direct vessel operating expenses are recognized when incurred. We recognize the revenues of time charters that contain rate escalation schedules at the average rate during the life of the contract. As of March 31, 2015 and December 31, 2014, fifteen and seventeen, of our vessels, respectively, were chartered into the Unique Tankers pool. We are currently the sole vessel owner in the Unique Tankers pool, and all the vessels in the Unique Tankers pool have been chartered on the spot voyage market. We generally recognize revenue from these pool arrangements based on our portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after pool manager fees. However, since all vessels in the Unique Tankers pool are currently owned by us and since Unique Tankers LLC is one of our wholly-owned subsidiaries, we currently recognize revenues from the Unique Tankers pool based upon the percentage of voyage completion. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014 and Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus for more information on the Unique Tankers pool.

        We calculate time charter equivalent, or "TCE," rates by dividing net voyage revenue by total operating days for fleet for the relevant time period. Total operating days for fleet are the total number of days our vessels are in our possession for the relevant period net of off hire days associated with major repairs, drydocking or special or intermediate surveys. We also generate demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. We calculate daily DVOE and daily general and administrative expenses for the relevant period by dividing the total expenses by the aggregate number of calendar days that the vessels are in our possession for the period including offhire days associated with major repairs, drydockings or special or intermediate surveys.

        The following table shows the calculation of net voyage revenues for the years ended December 31, 2014 and 2013, and for the three months ended March 31, 2015 and 2014.

 
  Year ended   Three Months Ended  
(dollars in thousands)
  December 31,
2014
  December 31,
2013
  March 31,
2015
  March 31,
2014
 

Voyage revenues

  $ 392,409   $ 356,669   $ 121,402   $ 123,282  

Voyage expenses

    239,906     259,982     45,894     68,884  
                   

Net voyage revenues

  $ 152,503   $ 96,687   $ 75,508   $ 54,398  
                   
                   

Results of Operations

    Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

        Voyage revenues.    Voyage revenues decreased by $1.9 million, or 1.5%, to $121.4 million for the three months ended March 31, 2015 compared to $123.3 million for the prior year period. The decrease was primarily attributable to the decrease in spot market revenues by $6.2 million, or 5.0%, to $115.3 million for the three months ended March 31, 2015 compared to $121.5 million for the prior year period, which was primarily a result of a decrease in spot market days during the period. Our spot market days decreased by 214 days, or 9.9%, to 1,952 days for the three months ended March 31, 2015 compared to 2,166 days for the prior year period. The decrease in spot market days was primarily due to the decrease in our fleet size by 1.5 vessels, or 5.6%, to 25.0 vessels (4.0 Aframax, 11.0 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the three months ended March 31, 2015 compared to 26.5 vessels (4.5 Aframax, 12.0 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the prior year period as a result of the sale of one Aframax vessel and one Suezmax vessel in February 2014 and July

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2014, respectively. The decrease in our fleet size was partially offset by an increase in our fleet utilization by 1.1% to 95.7% for the three months ended March 31, 2015 compared to 94.7% for the prior year period. The decrease in spot market days was also due to more vessels being under time charter voyages rather than spot market voyages during the three months ended March 31, 2015 compared to the prior year period, which was partially offset by the increase in spot charter rates during the three months ended March 31, 2015 compared to the prior year period.

        The decrease in spot market revenues was partially offset by an increase in time charter voyage revenues of $4.3 million, or 239.2%, to $6.1 million for the three months ended March 31, 2015 compared to $1.8 million for the prior year period. The increase in time charter voyage revenues was due to an increase in time charter days and an increase in time charter rates during the period. Time charter days increased by 111 days, or 123.8%, to 201 days for the three months ended March 31, 2015 compared to 90 days for the prior year period, as we put more vessels into the time charter market. Our time charter TCE rate also increased by $10,350, or 54.6%, to $29,316 for the three months ended March 31, 2015 compared to $18,966 for the prior year period, due to our vessels being on higher rate time charters for the three months ended March 31, 2015 compared to the prior year period.

        Voyage expenses.    Voyage expenses decreased by $23.0 million, or 33.4%, to $45.9 million for the three months ended March 31, 2015 compared to $68.9 million for the prior year period. Substantially all of our voyage expenses relate to spot charter voyages, under which the vessel owner is responsible for voyage expenses such as fuel and port costs. The decrease in the voyage expenses was primarily due to the decrease in our fuel costs during the three months ended March 31, 2015 as compared to the prior year period. Fuel costs, which represent the largest component of voyage expenses, decreased by $25.9 million, or 46.5%, to $29.8 million for the three months ended March 31, 2015 compared to $55.7 million for the prior year period. This decrease in fuel costs was primarily attributable to a decrease in the fuel costs per spot market day of $10,451, or 40.6%, to $15,280 for the three months ended March 31, 2015 compared to $25,731 for the prior year period. This decrease in the fuel costs per spot market day was primarily due to the decrease in oil prices during the three months ended March 31, 2015 compared to the prior year period. Also contributing to the decrease in fuel costs was the decrease in spot market days during the three months ended March 31, 2015 as compared to the prior year period discussed above. Port costs, which can vary depending on the geographic regions in which the vessels operate and their trading patterns, increased by $4.1 million, or 51.1%, to $12.2 million for the three months ended March 31, 2015 compared to $8.1 million for the prior year period. The increase in port costs was primarily due to an increase in port costs per spot market day by $2,526, or 67.6%, to $6,260 for the three months ended March 31, 2015 compared to $3,734 for the prior year period. The increase in port costs per spot market day was primarily the result of the differences in the ports visited during the three months ended March 31, 2015 as compared to the prior year period. Partially offsetting the increase in port costs per spot market day was the decrease in spot market days during the three months ended March 31, 2015 as compared to the prior year period.

        Net voyage revenues.    Net voyage revenues, which are voyage revenues minus voyage expenses, increased by $21.1 million, or 38.8%, to $75.5 million for the three months ended March 31, 2015 compared to $54.4 million for the prior year period. The increase in net voyage revenues was primarily attributable to higher spot charter and time charter TCE rates earned during the three months ended March 31, 2015 compared to the prior year period, primarily resulting from a higher charter rate environment. Our average TCE rate increased by $10,955, or 45.4%, to $35,069 for the three months ended March 31, 2015 compared to $24,114 for the prior year period. Our spot market TCE rate increased by $11,335, or 46.6%, to $35,663 for the three months ended March 31, 2015 compared to $24,328 for the prior year period, and our time charter TCE rate increased by $10,350, or 54.6%, to $29,316 for the three months ended March 31, 2015 compared to $18,966 for the prior year period. As of March 31, 2015 and 2014, three vessels and one vessel, respectively, were engaged in time charter voyages. This increase in net voyage revenues was partially offset by the decrease in our total operating

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days for fleet of 103 days, or 4.6%, to 2,153 days for the three months ended March 31, 2015 compared to 2,256 days for the prior year period as a result of the sale of two vessels during the year ended December 31, 2014.

        The following is additional data pertaining to net voyage revenues:

 
  Three Months ended March 31,    
   
 
 
  Increase
(Decrease)
  %
Change
 
 
  2015   2014  

Net voyage revenue (dollars in thousands):

                         

Time charter:

                         

VLCC

  $ 4,197   $   $ 4,197     n/a  

Suezmax

    1,709     1,707     2     0.1 %

Aframax

                n/a  

Panamax

                n/a  

Handymax

                n/a  
                     

Total

    5,906     1,707     4,199     246.0  
                     

Spot charter:

                         

VLCC

    20,084     15,013     5,071     33.8  

Suezmax

    33,731     23,248     10,483     45.1  

Aframax

    9,090     11,513     (2,423 )   (21.0 )

Panamax

    4,962     1,842     3,120     169.4  

Handymax

    1,735     1,075     660     61.4  
                     

Total

    69,602     52,691     16,911     32.1  
                     

Total Net Voyage Revenue

  $ 75,508   $ 54,398   $ 21,110     38.8  
                     

Vessel operating days:

                         

Time charter:

                         

VLCC

    111         111     n/a  

Suezmax

    90     90         0.0  

Aframax

                n/a  

Panamax

                n/a  

Handymax

                n/a  
                     

Total

    201     90     111     123.3  
                     

Spot charter:

                         

VLCC

    458     621     (163 )   (26.2 )

Suezmax

    899     964     (65 )   (6.7 )

Aframax

    326     389     (63 )   (16.2 )

Panamax

    180     102     78     76.5  

Handymax

    89     90     (1 )   (1.1 )
                     

Total

    1,952     2,166     (214 )   (9.9 )
                     

Total Operating Days for Fleet

    2,153     2,256     (103 )   (4.6 )
                     

Total Calendar Days for Fleet

    2,250     2,383     (133 )   (5.6 )
                     

Fleet Utilization

    95.7 %   94.7 %   1.0 %   1.1  
                     

Average Number Of Vessels

    25.0     26.5     (1.5 )   (5.7 )
                     

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  Three Months ended March 31,    
   
 
 
  Increase
(Decrease)
  %
Change
 
 
  2015   2014  

Time Charter Equivalent (TCE):

                         

Time charter:

                         

VLCC

  $ 37,652   $   $ 37,652     n/a  

Suezmax

    18,992     18,966     26     0.1  

Aframax

    n/a     n/a     n/a     n/a  

Panamax

    n/a     n/a     n/a     n/a  

Handymax

    n/a     n/a     n/a     n/a  

Combined

    29,316     18,966     10,350     54.6  

Spot charter:

                         

VLCC

    43,832     24,162     19,670     81.4  

Suezmax

    37,563     24,137     13,426     55.6  

Aframax

    27,857     29,579     (1,722 )   (5.8 )

Panamax

    27,568     18,041     9,527     52.8  

Handymax

    19,461     11,943     7,518     62.9  

Combined

    35,663     24,328     11,335     46.6  

Fleet TCE

  $ 35,069   $ 24,114   $ 10,955     45.4  

        Direct Vessel Operating Expenses.    Direct vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs decreased by $0.9 million, or 4.3%, to $20.9 million for the three months ended March 31, 2015 compared to $21.8 million for the prior year period. This decrease in direct vessel operating expenses primarily related to the decrease in the size of our fleet by 5.6% for the three months ended March 31, 2015 compared to the prior year period. On a daily basis, direct vessel operating expenses per vessel increased by $120, or 1.3%, to $9,288 for the three months ended March 31, 2015 compared to $9,168 for the prior year period.

        General and Administrative Expenses.    General and administrative expenses decreased by $0.9 million, or 15.6%, to $4.6 million for the three months ended March 31, 2015 compared to $5.5 million for the prior year period. The primary factor contributing to this decrease was a decrease in salaries of $0.6 million for the three months ended March 31, 2015 as compared to the prior year period relating to winding down our Portugal office.

        We are a private company and are not currently required to prepare or file periodic and other reports with the SEC or to comply with federal securities laws applicable to public companies, including the Sarbanes-Oxley Act of 2002. Following this offering, we expect to implement additional corporate governance and communication practices with respect to disclosure controls, internal control over financial reporting, and other reporting obligations. Compliance will require significant time and resources from management and is expected to increase our legal, insurance and accounting costs.

        Depreciation and Amortization.    Depreciation and amortization, which includes depreciation of vessels as well as amortization of drydock and special survey costs, decreased by $0.2 million, or 1.5%, to $11.0 million for the three months ended March 31, 2015 compared to $11.2 million for the prior year period. Vessel depreciation decreased $0.9 million while amortization of drydocking costs increased $0.7 million during the three months ended March 31, 2015 compared to the prior year period. The decrease in vessel depreciation was primarily due to the increase in our estimated residual scrap value of the vessels to $325/LWT from $265/LWT effective January 1, 2015. Such decrease in the depreciation of vessels was partially offset by the increase in the amortization of drydocking costs, which was primarily due to additional drydocking costs incurred during the twelve months period from April 1, 2014 to March 31, 2015. See "Capital Expenditures and Drydocking—Drydocking" below for a discussion of these drydocking costs.

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        Loss on Disposal of Vessels and Vessel Equipment.    During the three months ended March 31, 2015 and 2014, we incurred losses associated with the disposal of vessels and certain vessel equipment of $0.1 million and $1.1 million (including the loss on sale of vessels of $0.5 million), respectively.

        Net Interest Expense.    Net interest expense increased by $0.1 million, or 2.2%, to $7.4 million for the three months ended March 31, 2015 compared to $7.3 million for the prior year period. Such increase was primarily attributable to the increase in the weighted average interest rate applicable to our debt during the three months ended March 31, 2015 as a result of the issuance of our senior notes in March 2014. Our senior notes currently accrue payment-in-kind interest at the rate of 11.0% per annum which is significantly higher than the rates applicable to our senior secured credit facilities which bear interest at LIBOR plus a margin of 4% per annum. The increase in interest expense was also attributable to the increase in our weighted average debt balance by $117.7 million, or 17.5%, to $792.1 million for the three months ended March 31, 2015 compared to $674.4 million for the prior year period primarily as a result of issuance of our senior notes in March 2014. These increases in interest expense was partially offset by the capitalization of interest expense associated with vessel construction of $3.5 million during the three months ended March 31, 2015 as compared to the prior year period when there was no vessel construction and thus no capitalization of interest expense.

    Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

        Voyage revenues.    Voyage revenues increased by $35.7 million, or 10.0%, to $392.4 million for the year ended December 31, 2014 compared to $356.7 million for the prior year. The increase was primarily attributable to the increase in spot market revenues by $41.0 million, or 12.1%, to $381.5 million for the year ended December 31, 2014 compared to $340.4 million for the prior year, which was primarily driven by increased spot charter rates during the year.

        Our time charter voyage revenues decreased by $5.3 million, or 32.7%, to $10.9 million for the year ended December 31, 2014 compared to $16.2 million for the prior year. The decrease in time charter revenue was primarily due to the decrease in time charter days by 719 days, or 56.7%, to 550 days for the year ended December 31, 2014 compared to 1,269 days for the prior year, as we put more vessels into the spot market. Partially offsetting the effect of the decrease in time charter days, our time charter TCE rate increased by $6,821, or 55.4%, to $19,126 for the year ended December 31, 2014 compared to $12,305 for the prior year, due to our vessels being on higher rate time charters for the year ended December 31, 2014 compared to the prior year.

        Partially offsetting this increase in voyage revenues was a decrease in our total operating days for fleet of 977 days, or 10.0%, to 8,801 days for the year ended December 31, 2014 compared to 9,778 days for the prior year, attributable to the decrease in both our fleet size and fleet utilization during the period. The average size of our fleet decreased by 2.1 vessels, or 7.6%, to 25.7 vessels (4.1 Aframax, 11.6 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the year ended December 31, 2014 compared to 27.8 vessels (5.8 Aframax, 12.0 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the prior year. The decrease in our fleet size reflects the sale of two Aframax vessels in October 2013 and February 2014, respectively, and one Suezmax vessel in July 2014. Our fleet utilization decreased by 2.7%, to 93.8% for the year ended December 31, 2014 compared to 96.4% for the prior year, primarily due to more off-hire days for regularly scheduled drydocks and vessel management transition during the year ended December 31, 2014 compared to the prior year. The transition of vessel management occurred in connection with the closure of our Portugal office described below under "—Closing of Portugal Office" and contributed to the increase in off-hire days due to the need to bring new crew members on board certain vessels and to complete required documentation and procedures. The number and length of our regularly scheduled drydockings are often not consistent from period to period, and are dependent upon scheduling, ages of vessels being drydocked and the amount of work necessary based on the condition of the vessels at the time of drydock. Please see "—Liquidity and Capital Resources—Capital Expenditures and Drydocking" for

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information on the frequency of regularly scheduled drydockings and anticipated future drydocking days and costs.

        Voyage expenses.    Voyage expenses decreased by $20.1 million, or 7.7%, to $239.9 million for the year ended December 31, 2014 compared to $260.0 million for the prior year. The decrease in the voyage expenses was primarily due to the decrease in spot market days, fuel costs per spot market day and port costs per spot market day for the year ended December 31, 2014 as compared to the prior year. Spot market days decreased by 258 days, or 3.0%, to 8,251 days for the year ended December 31, 2014 compared to 8,509 days for the prior year. The decrease in spot market days was primarily attributable to the decrease in both our fleet size and fleet utilization discussed above. Fuel costs, which represent the largest component of voyage expenses, decreased by $11.7 million, or 6.0%, to $183.7 million for the year ended December 31, 2014 compared to $195.4 million for the prior year. This decrease in fuel costs was primarily attributable to the decrease in spot market days discussed above and the decrease in the fuel costs per spot market day of $700, or 3.0%, to $22,262 for the year ended December 31, 2014 compared to $22,962 for the prior year. This decrease in the fuel costs per spot market day was primarily due to the decrease in oil prices during the year ended December 31, 2014 compared to the prior year. Port costs, which can vary depending on the geographic regions in which the vessels operate and their trading patterns, decreased by $10.2 million, or 20.0%, to $40.7 million for the year ended December 31, 2014 compared to $50.9 million for the prior year. The decrease in port costs was primarily due to a decrease in port costs per spot market day by $1,048, or 17.5%, to $4,935 for the year ended December 31, 2014 compared to $5,983 for the prior year. The decrease in port costs per spot market day was primarily the result of the differences in the ports visited in the year ended December 31, 2014 as compared to the prior year. Also contributing to the decrease in port costs was the decrease in spot market days discussed above.

        Net voyage revenues.    Net voyage revenues, which are voyage revenues minus voyage expenses, increased by $55.8 million, or 57.7%, to $152.5 million for the year ended December 31, 2014 compared to $96.7 million for the prior year. The increase in net voyage revenues was primarily attributable to higher spot charter and time charter TCE rates, primarily resulting from a higher charter rate environment, earned during the year ended December 31, 2014 compared to the prior year. Our average TCE rate increased by $7,439, or 75.2%, to $17,328 for the year ended December 31, 2014 compared to $9,889 for the prior year. Our spot market TCE rate increased by $7,679, or 80.6%, to $17,208 for the year ended December 31, 2014 compared to $9,529 for the prior year; while our time charter TCE rate increased by $6,821, or 55.4%, to $19,126 for the year ended December 31, 2014 compared to $12,305 for the prior year. (We had only one vessel engaged in time charter voyages as of December 31, 2014 and 2013). This increase in net voyage revenues was partially offset by the 10.0% decrease in our total operating days for fleet discussed above.

        The following is additional data pertaining to net voyage revenues:

 
  Year ended
December 31,
   
   
 
 
  Increase
(Decrease)
  %
Change
 
 
  2014   2013  

Net voyage revenue (dollars in thousands):

                         

Time charter:

                         

VLCC

  $   $ 4,463   $ (4,463 )   (100.0 )%

Suezmax

    10,528     9,629     899     9.3  

Aframax

                n/a  

Panamax

        312     (312 )   (100.0 )

Handymax

        1,204     (1,204 )   (100.0 )
                     

Total

    10,528     15,608     (5,080 )   (32.5 )
                     

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  Year ended
December 31,
   
   
 
 
  Increase
(Decrease)
  %
Change
 
 
  2014   2013  

Spot charter:

                         

VLCC

    43,227     21,275     21,952     103.2  

Suezmax

    57,154     36,655     20,499     55.9  

Aframax

    28,291     18,136     10,155     56.0  

Panamax

    9,798     3,706     6,092     164.4  

Handymax

    3,505     1,307     2,198     168.2  
                     

Total

    141,975     81,079     60,896     75.1  
                     

Total Net Voyage Revenue

  $ 152,503   $ 96,687   $ 55,816     57.7  
                     

Vessel operating days:

                         

Time charter:

                         

VLCC

        557     (557 )   (100.0 )

Suezmax

    550     555     (5 )   (0.9 )

Aframax

                n/a  

Panamax

        34     (34 )   (100.0 )

Handymax

        123     (123 )   (100.0 )
                     

Total

    550     1,269     (719 )   (56.7 )
                     

Spot charter:

                         

VLCC

    2,505     1,956     549     28.1  

Suezmax

    3,393     3,720     (327 )   (8.8 )

Aframax

    1,441     1,895     (454 )   (24.0 )

Panamax

    569     696     (127 )   (18.2 )

Handymax

    343     242     101     41.7  
                     

Total

    8,251     8,509     (258 )   (3.0