United States
Securities and Exchange Commission
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of report: June 29, 2021
International Seaways, Inc.
(Exact name of registrant as specified in charter)
| Republic of the Marshall Islands | 1-37836-1 | 98-0467117 | ||
| (State or other jurisdiction of incorporation) |
(Commission |
(IRS Employer Identification No.) |
| 600 Third Avenue, 39th Floor, New York, NY | 10016 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (212) 578-1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock (no par value) | INSW | New York Stock Exchange |
| 8.5% Senior Notes due 2023 | INSW - PA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 8.01. Other Events.
On June 29, 2021, the Board of Directors of International Seaways, Inc. (the “Company”) declared a conditional special cash dividend of $1.12 per share of common stock of the Company (the “Special Dividend”). The Special Dividend was declared in connection with that certain Agreement and Plan of Merger, dated March 30, 2021 (the “Merger Agreement”), by and among the Company, Diamond S Shipping Inc. (“Diamond S”), and Dispatch Transaction Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Diamond S (the “Merger”) with Diamond S surviving the Merger as a wholly-owned subsidiary of the Company. The Merger Agreement provides that the Company may declare and pay a special dividend of up to $31.5 million without any adjustment of the number of shares of common stock of the Company into which each issued and outstanding share of Diamond S (other than any shares owned by the Company, Diamond S or their respective wholly-owned subsidiaries) will convert at the closing of the Merger (the “Closing”).
The Special Dividend is a conditional dividend. It will only become payable if and when the Company determines that both (i) the conditions to the Closing set forth in Article VII of the Merger Agreement have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being capable of satisfaction at the Closing) and (ii) the Closing is expected to take place within three business days of the date of payment of the Special Dividend (the “Conditions”).
Assuming that the Company determines that the Conditions are then satisfied, the Special Dividend is expected to be paid on July 15, 2021 to all Company stockholders of record as of July 14, 2021. The Special Dividend will not be payable in respect of shares of Diamond S that are to be converted into shares of the Company as a result of the Merger.
Assuming that each of the Company and Diamond S obtain stockholder approvals necessary to consummate the Merger at their respective special meetings of stockholders to be held on July 13, 2021, and assuming the satisfaction of the other conditions to the consummation of the Merger in accordance with the Merger Agreement, it is anticipated that the Closing will take place on July 16, 2021.
The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which was attached as Exhibit 2.1 to the Form 8-K/A of the Company, filed on April 5, 2021, and which is incorporated herein by reference.
Forward-Looking Statements
This release contains forward-looking statements. In addition, the Company or Diamond S may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (the “SEC”), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the parties’ planned merger and their plans to issue dividends, their prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s and Diamond S’ current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for the Company and Diamond S, the Company’s and Diamond S’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, the Company’s Registration Statement on Form S-4 dated May 5, 2021, the amendment to its Registration Statement on Form S-4 dated June 3, 2021 and its prospectus filed on Form 424B3 dated June 11, 2021 and in similar sections of other filings made by the Company and Diamond S with the SEC from time to time. Neither the Company nor Diamond S assumes any obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company, Diamond S or their respective representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company or Diamond S with the SEC.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between the Company and Diamond S. In connection with the proposed transaction, the Company has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of the Company and Diamond S that also constitutes a prospectus of the Company. The registration statement was declared effective on June 9, 2021, and the joint proxy statement/prospectus was first mailed to stockholders of the Company and shareholders of Diamond S on or about June 11, 2021. The Company and Diamond S may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which the Company or Diamond S may file with the SEC. Investors and security holders of the Company and Diamond S are urged to read the joint proxy statement/prospectus, Form S-4 and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about the Company, Diamond S, the transaction and related matters. Investors are able to obtain free copies of the joint proxy statement/prospectus and Form S-4 and other documents filed with the SEC by the Company and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company’s investor relations website at https://www.intlseas.com/investor-relations. Copies of documents filed with the SEC by Diamond S will be made available free of charge on Diamond S’ investor relations website at https://diamondsshipping.com/investor-relations.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company, Diamond S and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company and Diamond S securities in connection with the contemplated transaction. Information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction filed with the SEC by the Company and Diamond S. These documents are available free of charge from the sources indicated above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL SHIPPING, INC. | ||
| By: | /s/ James D. Small III | |
| Name: | James D. Small III | |
| Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel | |
Date: June 30, 2021