8-K

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 (Date of earliest event reported): March 31, 2021

Diamond S Shipping Inc.

(Exact name of registrant as specified in charter)

Republic of the Marshall Islands	1-38771	94-1480128
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

33 Benedict Place, Greenwich, CT	06830
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 413-2000

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 Shares, $0.001 par value per share	DSSI	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. ¨

Item 8.01 Other Events.

On March 31, 2021, International Seaways, Inc. (“INSW”) and Diamond S Shipping Inc. (“Diamond S”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated March 30, 2021 (the “Merger Agreement”), pursuant to which INSW will, upon the terms and subject to the conditions set for in the Merger Agreement, merge with Diamond S in a stock-for-stock transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the announcement of the Merger Agreement, INSW and Diamond S intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press Release, dated March 31, 2021
99.2	Investor Presentation, dated March 31, 2021

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between INSW and Diamond S. In connection with the proposed transaction, INSW intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of INSW and Diamond S that also constitutes a prospectus of INSW. INSW 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 INSW or Diamond S may file with the SEC. Investors and security holders of INSW 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 INSW, Diamond S, the transaction and related matters. Investors will be able to obtain free copies of the joint proxy statement/prospectus and Form S-4 (when available) and other documents filed with the SEC by INSW and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by INSW will be made available free of charge on INSW’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

INSW, 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 INSW 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, will be included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by INSW and Diamond S. Information regarding INSW’s directors and executive officers is available in INSW’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. Information regarding Diamond S’ directors and executive officers is available in Diamond S’ proxy statement relating to its 2020 annual meeting of shareholders filed with the SEC on April 16, 2020. These documents will be available free of charge from the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. INSW and Diamond S have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate”, “potential”, “outlook” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication include without limitation, statements about the benefits of the proposed transaction, including future financial and operating results and synergies, INSW’s, Diamond S’ and the combined company’s plans, objectives, expectations and intentions, and the expected timing of the completion of the transaction. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the contemplated transaction; uncertainties as to the approval of INSW’s and Diamond S’ shareholders required in connection with the contemplated transaction; the possibility that a competing proposal will be made; the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; the effects of disruption caused by the announcement of the contemplated transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; the risk that the anticipated tax treatment of the proposed transaction between INSW and Diamond S is not obtained; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in INSW’s and Diamond S’ filings with the SEC, including the “Risk Factors” section of INSW’s and Diamond S’ respective annual reports on Form 10-K for the fiscal year ended December 31, 2020. You can obtain copies of these documents free of charge from the sources indicated above. Neither INSW nor Diamond S undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

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.

DIAMOND S SHIPPING INC.
By:	/s/ Kevin Kilcullen
	Name: Kevin Kilcullen Title: Chief Financial Officer

Date: March 31, 2021

EX-99.1

Exhibit 99.1

 

INTERNATIONAL SEAWAYS AND DIAMOND S SHIPPING ANNOUNCE MERGER

Creates Second Largest US-Listed Tanker Company by Vessel Count and Third Largest by Dwt with an Enterprise Value of Approximately $2 Billion

Significant Synergies and Efficiencies to Drive Annual Cost Savings of over $23 Million and Revenue Synergies over $9 Million

Maintains Financial Strength and One of the Lowest Leverage Ratios in the Industry

Companies to Hold Investor Conference Call at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021

New York, NY and Greenwich, CT – March 31, 2021 – International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”) and Diamond S Shipping Inc. (NYSE: DSSI) (“Diamond S”), two of the leading tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets, announced today that their Boards of Directors have unanimously approved a definitive merger agreement pursuant to which INSW will merge with Diamond S in a stock-for-stock transaction. Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.

The merger of Diamond S with INSW unites two companies with long-term customer relationships, similar cultures, and complementary positions in key tanker sectors. The merger will enhance INSW’s capabilities in both the crude and product markets and create “power alleys” for INSW in the large crude -VLCC and Suezmax– and LR1/Panamax and MR markets. The merger will create the second largest US-listed tanker company by vessel count and the third largest by deadweight (“dwt”). On a pro forma basis, the combined company will have 100 vessels, shipping revenues of over $1 billion, over 2,200 employees, and an enterprise value of approximately $2 billion.

Among other benefits, INSW and Diamond S believe that the merger will achieve the following:

· Double INSW’s net asset value in an all-stock merger to create a diversified tanker company with a 100¹ vessel fleet aggregating 11.3¹ million dwt and significant footprints in the VLCC, Suezmax, LR1/Panamax and MR markets

· Accretive to INSW’s earnings and cash flow per share immediately

· Realize estimated annual cost synergies in excess of $23 million and revenue synergies of $9 million, which are expected to be fully realizable within 2022

· Enhance equity trading liquidity through a larger market capitalization; estimated pro-forma market capitalization of close to $1 billion based on INSW’s closing price of $18.36 on March 30, 2021

· Maintain significant financial strength, as INSW and Diamond S would have had a combined pro forma net leverage ratio of 42%² at year-end 2020, one of the lowest in the tanker sector and across global shipping. INSW and Diamond S also would have had robust liquidity on a pro forma combined basis, with over $300² million in cash at December 31, 2020

¹ Includes two FSOs held in a joint venture

² Reflects the impacts of 2 vessel sales by Diamond S during the first quarter of 2021, and excludes the $1.10 per share special dividend payable to INSW shareholders and the estimated transaction costs relating to the merger.

 

· Build upon best-in-class safety and Environmental, Social and Governance track records

· Enable combined company to maintain a $50 million share repurchase authorization and a quarterly dividend policy. Immediately prior to the closing of the merger, existing INSW shareholders will also receive a special dividend of $1.10 per share

Douglas Wheat, Lois Zabrocky and Jeffrey Pribor will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer (“CEO”) and Chief Financial Officer of INSW, respectively, and the current CEO of Diamond S, Craig Stevenson Jr., will join the Board of Directors of INSW, and also act as a special advisor to the CEO for a 6-month period to ensure a smooth transition.

“We are excited to enter into this transformational transaction and create an industry bellwether,” said Lois Zabrocky, INSW’s President and CEO. “By bringing together two leading US-based diversified tanker owners, we expect to deliver a number of compelling strategic and financial benefits to the stakeholders and customers of both companies. Specifically, with our enhanced scale and capabilities combined with a best-in-class ESG track record, we are ideally positioned to meet the evolving needs of leading energy companies and capitalize on favorable long-term industry fundamentals. With this highly accretive merger, we also expect to realize significant cost synergies while maintaining one of the lowest net leverage ratios in global shipping and increasing our equity market capitalization and liquidity for the benefit of our shareholders. We are proud of INSW’s accomplishments since becoming a public company over four years ago and intend to continue to maintain an intense focus on preserving our financial strength and executing a balanced and accretive capital allocations strategy. In addition to the special dividend related to this compelling transaction, we remain committed to returning capital to shareholders through our share repurchase program and our quarterly dividend.”

Douglas Wheat, Chairman of INSW’s Board of Directors, said, “With this transaction, we are establishing a leading diversified tanker company with the scale, financial strength and commercial expertise to create lasting value for both shareholders and customers. We look forward to joining forces with Diamond S and continuing to meet the highest operational standards with an unwavering focus on safety and sustainability in the maritime sector. We believe the combined company is well positioned to capitalize on opportunities in both the current market environment and well into the future.”

Craig Stevenson Jr., President and CEO of Diamond S, commented, “By combining our fleet and capabilities with INSW’s world-class operations, we believe the merger will significantly benefit each company’s stakeholders as market conditions improve. Importantly, both INSW and Diamond S share a similar focus on people, safety, meeting customer expectation, maintaining balance sheet strength, and appropriately managing leverage in an inherently cyclical industry. As a long-time proponent of industry consolidation, I believe this transaction gives the combined company the scale and diversity necessary to hold the status as a leader in the tanker markets for years to come.”

Nadim Qureshi, Chairman of the Board of Directors of Diamond S, said “We are pleased to enter into a transaction that will both create near-term value for our shareholders and create a superior, scale vehicle that enables investors to gain exposure in both the crude and product tanker markets with strong fundamentals. Importantly, since the focus of the management teams of both Diamond S and INSW are similar, we see further value from synergies in the combined company. We look forward to working with the team at INSW to see the transaction through to completion and ensure a great outcome for our shareholders.”

 

Key Terms of the Merger

- Diamond S shareholders will receive 0.55375 shares of INSW common stock for each share of Diamond S common stock held. Based on the closing prices of INSW’s shares on March 30, 2021, the total stock consideration in the transaction has a value of approximately $416 million.

- Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.

- INSW will assume Diamond S’ net debt, which was $565² million as of December 31, 2020.

- Immediately prior to the closing of the transaction, existing INSW shareholders will also receive a special dividend of $1.10 per share.

- Diamond S’ affiliate management agreements with Capital Ship Management (“CSM”) will be phased out over time, without interruption to the key customers being served by the vessels under CSM management.

- The merger, which is expected to close in the third quarter of 2021, is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, and other customary closing conditions.

- The Board of Directors of INSW will comprise seven representatives of INSW and three representatives of Diamond S.

- A group of shareholders, representing approximately 14% and 29% of the issued and outstanding shares of INSW and Diamond S, respectively, has committed to vote in favor of the merger, subject to the terms and conditions contained in voting agreements reached with INSW and Diamond S.

- Following the merger, INSW will remain listed on the NYSE under the symbol “INSW”.

- INSW and Diamond S received support for the transaction from the Diamond S bank group, led by Nordea Bank Abp, Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ), who each also form key parts of INSW’s lending group, and along with the remaining banks in the group have provided consents and agreed to amend their loan facilities.

For further information about the merger, please refer to the Registration Statement to be filed with the SEC by INSW.

Advisors

Jefferies LLC is serving as INSW’s financial advisor for the transaction with Cleary Gottlieb Steen & Hamilton LLP and Holland & Knight LLP acting as its legal advisors.

Moelis & Company LLC is serving as Diamond S’ financial advisor for the transaction, with White & Case LLP and Seward & Kissel LLP acting as its legal advisors.

Conference Call

The Company will host a conference call to discuss the transaction at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021. To access the call, participants should dial (855) 940-9471 for domestic callers and (412) 317-5211 for international callers. Please dial in ten minutes prior to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at www.intlseas.com.

 

An audio replay of the conference call will be available starting at 12:00 p.m. ET on Wednesday, March 31, 2021 through 11:59 p.m. ET on Wednesday, April 7, 2021 by dialing (877) 344-7529 for domestic callers and (412) 317-0088 for international callers, and entering Access Code 10153838.

About International Seaways, Inc.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. INSW owns and operates a fleet of 36 vessels, including 11 VLCCs, 2 Suezmaxes, 4 Aframaxes/LR2s, 13 Panamaxes/LR1s and 4 MR tankers. Through joint ventures, it has ownership interests in two floating storage and offloading service vessels. INSW has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. INSW is headquartered in New York City, NY. Additional information is available at www.intlseas.com.

About Diamond S Shipping Inc.

Diamond S Shipping Inc. (NYSE: DSSI) owns and operates 64 vessels on the water, including 13 Suezmaxes, 1 Aframax and 50 MR tankers. DSSI is one of the largest energy shipping companies providing seaborne transportation of crude oil, refined petroleum and other petroleum products. The Company is headquartered in Greenwich, CT. More information about DSSI can be found at www.diamondsshipping.com.

Forward-Looking Statements

This release contains forward-looking statements. In addition, INSW or Diamond S may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by their representatives. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the timing and likelihood of the completion of the proposed transaction or any anticipated synergies or other benefits therefrom, the accounting or tax treatments of the proposed transaction, customer reactions to the proposed transaction, any plans to issue dividends, the parties’ prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on INSW’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 INSW and Diamond S, and in similar sections of other filings made by INSW and Diamond S with the SEC from time to time. INSW and Diamond S assume no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to INSW and Diamond S or their 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 INSW 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 INSW and Diamond S. In connection with the proposed transaction, INSW intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of INSW and Diamond S that also constitutes a prospectus of INSW. INSW 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 INSW or Diamond S may file with the SEC. Investors and security holders of INSW 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 INSW, Diamond S, the transaction and related matters. Investors will be able to obtain free copies of the joint proxy statement/prospectus and Form S-4 (when available) and other documents filed with the SEC by INSW and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by INSW will be made available free of charge on INSW’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

INSW, 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 INSW 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, will be included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by INSW and Diamond S. Information regarding INSW’s directors and executive officers is available in INSW’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. Information regarding Diamond S’ directors and executive officers is available in Diamond S’ proxy statement relating to its 2020 annual meeting of shareholders filed with the SEC on April 16, 2020. These documents will be available free of charge from the sources indicated above.

Investor Relations & Media Contact:

David Siever, International Seaways, Inc.

(212) 578-1635

dsiever@intlseas.com

EX-99.2

Exhibit 99.2

International Seaways / Diamond S Shipping Merger Investor Presentation March 2021

Disclaimer 2 Cautionary Statement Regarding Forward - Looking Statements This presentation contains certain statements that are “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934 , as amended . International Seaways, Inc . (the “Company” or “Seaways”) and Diamond S Shipping, Inc . (“Diamond”) have identified some of these forward - looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate”, “potential”, “outlook” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates . Forward - looking statements in this communication include without limitation, statements about the benefits of the proposed transaction, including future financial and operating results and synergies, Seaways’, Diamond’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of the completion of the transaction . Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties . Risks and uncertainties that could cause results to differ from expectations include : uncertainties as to the timing of the contemplated transaction ; uncertainties as to the approval of Seaways’ and Diamond’s shareholders required in connection with the contemplated transaction ; the possibility that a competing proposal will be made ; the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval ; the effects of disruption caused by the announcement of the contemplated transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners ; the risk that stockholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability ; the risk that the anticipated tax treatment of the proposed transaction between Seaways and Diamond is not obtained ; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction ; transaction costs ; actual or contingent liabilities ; and other risks and uncertainties discussed in Seaways’ and Diamond’s filings with the U . S . Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of Seaways’ and Diamond’s respective annual reports on Form 10 - K for the fiscal year ended December 31 , 2020 . You can obtain copies of these documents free of charge from the sources indicated above . Neither Seaways nor Diamond undertake any obligation to update any forward - looking statements as a result of new information, future developments or otherwise, except as expressly required by law . All forward - looking statements in this communication are qualified in their entirety by this cautionary statement . Non - GAAP Financial Measures Included in this presentation are certain non - GAAP financial measures, including Time Charter Equivalent (“TCE”) revenue, EBITDA , Adjusted EBITDA, and total leverage ratios, designed to complement the financial information presented in accordance with generally accepted accounting principle s i n the United States of America because management believes such measures are useful to investors. TCE revenues, which represents shipping revenues less voyage expen ses , is a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. EBITDA represents net (loss)/income before int erest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do no t consider indicative of our ongoing operating performance. Total leverage ratios are calculated as total debt divided by Adjusted EBITDA. We present non - GAAP measur es when we believe that the additional information is useful and meaningful to investors. Non - GAAP financial measures do not have any standardized meaning a nd are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non - GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See Appendix for a reconciliation of c ert ain non - GAAP measures to the comparable GAAP measures. This presentation also contains estimates and other information concerning our industry that are based on industry publicatio ns, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the inf ormation.

Additional Information and Where to Find It This presentation may be deemed to be solicitation material in respect of the proposed transaction between Seaways and Diamond . In connection with the proposed transaction, Seaways intends to file with the SEC a registration statement on Form S - 4 that will include a joint proxy statement of Seaways and Diamond that also constitutes a prospectus of Seaways . Seaways and Diamond may also file other documents with the SEC regarding the proposed transaction . This presentation is not a substitute for the joint proxy statement/prospectus, Form S - 4 or any other document which Seaways or Diamond may file with the SEC . Investors and security holders of Seaways and Diamond 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 Seaways, Diamond, the transaction and related matters . Investors will be able to obtain free copies of the joint proxy statement/prospectus and Form S - 4 (when available) and other documents filed with the SEC by Seaways and Diamond through the website maintained by the SEC at www . sec . gov . Copies of documents filed with the SEC by Seaways will be made available free of charge on Seaways’ investor relations website at https : //www . intlseas . com/investor - relations . Copies of documents filed with the SEC by Diamond will be made available free of charge on Diamond’s investor relations website at https : //diamondsshipping . com/investor - relations . No Offer or Solicitation This presentation 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 Seaways, Diamond and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Seaways and Diamond 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, will be included in the Form S - 4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by Seaways and Diamond . Information regarding Seaways’ directors and executive officers is available in Seaway’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on April 29 , 2020 . Information regarding Diamond’s directors and executive officers is available in Diamond’s proxy statement relating to its 2020 annual meeting of shareholders filed with the SEC on April 16 , 2020 . These documents will be available free of charge from the sources indicated above . Securities Disclaimer 3

Source: Public filings. Capital IQ. Market data as of 3/30/21. (1) INSW includes 3 VLCC newbuilidings and FSO JV assets. DSSI excludes two Suezmax assets sold in 4Q20 and delivered to their new owner in 1Q21. (2) Deadweight Weighted Average age excludes vessels under construction and FSO assets. (3) Based on fully diluted shares outstanding. Pro forma assumes exchange ratio of 0.55375x. (4) See Appendix for TCE and Adjusted EBITDA reconciliation. Today’s Presenters A Transformational Strategic Combination 4 Key Company Information Owned Fully - Delivered Fleet (1) Owned Tanker DWT Capacity (1) Other Business Units 36 6.7mm Lightering 64 4.6mm -- 100 11.3mm Lightering Weighted Avg. Age (2) 9.2 years 10.2 years 9.7 years Crude / Product Mix (%) (1) 90 / 10 55 / 45 70 / 30 Incorporation Headquarters Marshall Islands New York, NY Marshall Islands Greenwich, CT Marshall Islands NY / CT Equity Market Capitalization (3) $522.5 million $393.1 million $938.8 million Enterprise Value (3) $849.5 million $994.1 million $1,866.8 million 2020 TCE Revenues (4) Adjusted EBITDA Annual Dividend / Share $402.0 million $220.2 million $0.24 / sh $408.3 million $203.9 million -- $810.3 million $424.1 million $0.24 / sh Lois Zabrocky Chief Executive Officer International Seaways Inc. Jeffrey Pribor Chief Financial Officer International Seaways Inc. Craig Stevenson, Jr. Chief Executive Officer Diamond S Shipping Inc. Pro Forma

Transaction Summary 5 International Seaways (“INSW”) and Diamond S Shipping (“DSSI”) will merge in a stock - for - stock transaction (the “Transaction”) t o create a diversified tanker company with an enterprise value of nearly $2 billion Key Terms • INSW will merge with DSSI in a stock - for - stock transaction • DSSI shareholders will receive 0.55375 shares in INSW in consideration for each share held • Post - Transaction, INSW and DSSI shareholders will own approximately 55.75% and 44.25% of the combined company, respectively Actions Concurrent with Transaction • Special dividend to INSW Shareholders o Immediately prior to closing, existing INSW shareholders will receive a special dividend of approximately $1.10 per share • Capital Ship Management (“CSM”) transition of services o Affiliated management services agreements to be phased out, with majority of vessels re - delivered by Q3 - Q4 2021 PF Company Management Leadership & Governance • Combined company will be led by INSW’s Chief Executive Officer Lois Zabrocky and Chief Financial Officer Jeffrey Pribor, with DSSI Chief Executive Officer Craig Stevenson, Jr. assuming the role of a special advisor for an interim period • Pro forma Board of Directors will be comprised of 10 Directors, of which seven (7) will be appointed by INSW and three (3) by DSSI • Formation of Integration Committee to ensure seamless transition Path to Closing • The lenders under DSSI’s credit facilities have consented to the change of control and therefore these facilities will remain outstanding (with amendments) following the Closing o DSSI banking group has provided consent to amend facilities as required to permit transaction • The bank amendments harmonize covenants across main facilities • Expected Transaction closing in Q3 2021 • Transaction subject to approvals of INSW and DSSI shareholders and customary regulatory approvals o A group of shareholders, representing approximately 14% and 29% of the issued and outstanding shares of INSW and DSSI, respectively, has committed to vote in favor of the Transaction

Key Transaction Highlights 6 The combination of INSW and DSSI will create a leader in the tanker segment – the second largest US - listed tanker owner by vessel count and the third largest US - listed tanker owner by DWT ▪ Leading tanker platform with diverse fleet of 100 tankers and combined dead - weight tonnage (“DWT”) of approximately 11.3 million ▪ Strong presence in crude (71% by DWT) and clean products (29% by DWT) trades across all sizes; creation of “power alleys” wit hin VLCC, Suezmax, LR1 / Panamax and MR vessel classes ▪ Broad operating footprint and strengthened financial profile improves positioning for accretive growth opportunities; organic gr owth / fleet renewal remain key priorities – as evidenced by Shell LNG - fueled VLCC project Improved operating profile: benefits of scale with material operational synergies ▪ Transaction expected to generate over $23 million in preliminary annual cost synergies and over $9 million of annual revenue syn ergies ▪ Cost savings and commercial alignment across entirety of fleet ▪ Peer group leader in ESG initiatives and transparency; INSW named #1 tanker owner in Webber Research ESG rankings three years running Value enhancing transaction for both INSW and DSSI shareholders: improved trading liquidity, conservative leverage, highly - experienced management and Board to guide INSW into next decade ▪ Merger approximately doubles INSW net asset value in a cashless, accretive transaction ▪ Growth in equity market capitalization and increased depth in share trading offers potential for valuation re - rating as a sector bellwether ▪ Net leverage of approximately 42% compares favorably to tanker peers and across global shipping; DSSI’s comparable capitaliza tio n preserves pro forma INSW’s financial flexibility in rapidly changing markets ▪ Highly experienced combined leadership and Board of Directors

Strategic Vision for New International Seaways 7 Enhance position as a diversified tanker sector bellwether  Enhanced scale of 100 vessel fleet  Creates “power alley” footprint in large crude (VLCC, Suezmax ) and LR1/Panamax and MR markets  Enhanced share liquidity to aid trading and provide currency for continued growth  Maintain and build upon best - in - class safety and ESG track record  Integrate and optimize global operating platforms to drive material cost synergies Strong balance sheet preserves financial flexibility  Attractive net leverage ratio of approximately 42% remains one of the lowest in the sector  Share repurchase authorization stands at $50 million  Facilitates selective organic growth that embraces core competencies, renews fleet, and delivers accretive returns to equity (i.e., Shell LNG - fueled VLCC project)  Manage incremental liquidity from asset sales, undrawn revolver capacity  Maintain annual dividend of $0.24 / share with opportunity to expand Maximize Shareholder Value  Merger expands INSW operating footprint and provides substantial upside potential  Strong financial profile with significant asset base, supported by overlapping bank group with long - term sector commitment  Potential to realize tightening of Price - to - Net Asset Value through enhanced platform and larger market capitalization and attendant trading liquidity  Executing on flexible capital allocation

Source: Clarksons . (1) VLCC NB Prices Adjusted includes a $12 million premium to reflect incremental cost of dual fuel vessel. $50 $60 $70 $80 $90 $100 $110 2015 2016 2017 2018 2019 2020 2021 $ millions VLCC NB Prices Adjusted VLCC Resale Prices VLCC 5 Year Old Prices Suezmax Resale Prices Disciplined Capital Allocation – Fleet Renewal 8 International Seaways Invested $600 million at the bottom of the cycle ▪ Two Suezmax newbuilding resales purchased for $58 million each in 2017 ▪ 2010 - built VLCC purchased for $53 million in 2017 ▪ Six VLCCs built 2016 and 2015 purchased for $434 million total in 2018 The nine ships have contributed $111 million in operating income (TCE revenue minus opex ) LTM ended Dec 31, 2020 ▪ Newbuilding order for 3 Dual Fuel VLCCs for a total of $290 million in 2021 Timely Asset Purchases Provide Maximum Return Seaways Raffles Seaways Hatteras Seaways Montauk 6 VLCC purchase 3 Dual Fuel VLCC order (1)

3 rd Largest US Listed Tanker Company by DWT (1)(2) 100% 100% 100% 90% 87% 78% 78% 71% 70% 47% 10% 13% 22% 22% 29% 30% 53% 100% 100% EURN DHT NAT INSW TNK FRO TNP PF INSW NNA DSSI STNG ASC Crude Product Crude vs. Product (by dwt) (1) 18.7 11.9 10.4 9.1 8.7 7.6 7.3 6.0 5.8 4.6 3.9 1.1 9.3 yrs 6.1 yrs 9.7 yrs 5.3 yrs 9.3 yrs 9.6 yrs 12.2 yrs 10.8 yrs 9.2 yrs 10.2 yrs 13.0 yrs 7.7 yrs EURN FRO PF INSW STNG DHT TNP TNK NNA INSW DSSI NAT ASC • Tanker International is largest VLCC pool with 60 vessels under commercial management • Headquartered in London with offices in New York and Singapore • Penfield Marine is a commercial manager operating a Suezmax, Aframax / LR2 and Panamax / LR1 pool • Headquartered in Connecticut with offices in London and Singapore • Concord Maritime operates Dakota Tankers, a pool specializing in Aframax / LR2 trades • Headquartered in Connecticut with an office in London • Panamax International is a commercial management joint - venture between Ultranav , Flopec and International Seaways, specializing in Panamax vessels in South America trade lanes • Based in Miami with an office in Santiago, Chile • CPT Alliance is the commercial manager of Clean Products Tankers and one of the largest clean product pools • Headquartered in Santiago, Chile • Norden operates Norient Product Pool, one of the largest product tanker operators in the world • Headquartered in Denmark with offices in Annapolis and Singapore Combined Platform Metrics – Pro Forma Company Visualized 9 Source: Company filings. Publicly available materials. (1) Represents owned tanker fleets and on a fully delivered basis. (2) Deadweight Weighted Average age excludes vessels under construction. (3) INSW and EURN exclude FSO JV assets. (4) Excludes gas carriers. VLCC 14 0 14 Suezmax 2 13 15 Aframax / LR2 2 1 3 Panamax / LR1 12 0 12 MR 4 50 54 FSO JV 2 0 2 Total Asset Count 36 64 100 Other Assets + + + + + = = = = = Leading Commercial Platforms Provide Global Trading Footprint (4) 2 nd Largest US Listed Tanker Company by Vessel Count (1) (3) Pro Forma + + = = (Mdwt) (3) (3) (3)

$543 $327 $690 $566 $216 $124 $1,232 $340 $893 Debt Cash Net Debt INSW DSSI ($ Millions) Capital Structure as of 12/31/20 (3) Combined Balance Sheet Strength 10 Source: Company filings. (1) $360M facility pro forma for vessel sales completed in 1Q21. (2) Reflects full balance of facility related to a 51% joint venture. (3) Cash for both INSW and DSSI includes restricted cash. All figures for DSSI are pro forma for vessel sales completed in 1Q21. (4) Undrawn revolvers of is the sum of $40 million and $53 million for INSW and DSSI, respectively. Lender Support with Global Reach Debt Summary ($ Millions) Name # Collateral Vessels Balance 12/31/2020 Interest Rate Quarterly Repayment Maturity Date Core Facility 14 $271.6 L + 240bps $9.5 2025 Sinosure Facility 6 246.1 L + 200bps 5.9 2027 - 2028 8.5% Senior Notes 25.0 8.50% 2023 $525M Facility 36 440.0 L + 250bps 18.8 2024 $360M Facility 26 202.2 L + 265bps 12.2 2024 $66M Facility 2 47.4 L + 325bps 1.1 2021 Total $1,232.3 $47.5 Cash & Liquidity as of 12/31/20 (3)(4) $216 $124 $93 $433 INSW DSSI Combined Undrawn Revolvers Total Combined Liquidity ($ Millions) (2) (1)

Selected Financial Data 11 $402 $220 $408 $204 TCE Revenue Adjusted EBITDA INSW DSSI ($ Millions) Source: See Appendix for TCE and Adjusted EBITDA reconciliation. FY 2020

$8.0 $1.8 $5.7 $4.8 $3.0 $23.3 Cash Salaries & Benefits Office & Administrative Expenses External Management Fees Professional Fees & Public Company Costs Non-Cash Compensation Savings Total Cost Synergies Significant Transaction Synergies 12 Source: INSW management estimates. ($ millions) Overview of Potential Cost Synergies (Annually) Clear runway to material cost reductions and revenue synergies from complementary platforms ▪ Significant reduction in overhead through consolidation of headquarters and workforce, elimination of duplicative typical public company costs, and streamlining of ship management arrangements ▪ Expected annual revenue synergies of over $9 million ▪ Expected synergies fully realizable within 2022

Market Update – Oil Supply, Demand and Implications 13 Sources: EIA, IEA, Kpler . ▪ IEA’s March forecast estimates 2021 demand to be up 5.5 mb/d, recovering about 60% of the volume lost in 2020, and increasing to 99.2 mb/d by Q4 2021 ▪ EIA expects a similar 5.4 mb/d increase in demand for 2021 and 3.5 mb/d for 2022 ▪ IEA reported global oil stocks were 62.8 mb below the May 2020 peak, which is needed to set the stage for tanker recovery ▪ OPEC meeting on March 3 did not lead to a lifting of production quotas aside from small amounts for Russia and Kazakhstan ▪ Floating oil storage has decreased to pre - pandemic levels World Weekly Floating Storage (crude/co, by current sea) (Last 18 months) Oil Supply and Demand 0 25,000 50,000 75,000 100,000 125,000 150,000 175,000 200,000 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 N. Pacific Malacca Strait Singapore Strait Gulf of Oman Mideast Gulf Caribbean Sea MED Sea N. Atlantic S. Pacific Arabian Sea Other Volume of commodities on tankers that are idled offshore for 10 or more days (end of week stocks) Kilobarrels

Market Update – Product Tanker Demand and Implications 14 Sources: IEA. ▪ Global refinery throughput up 440 kb/d in January, although February saw a decline of 1.9 mb/d due to frigid weather in US ▪ IEA expects 2Q 2021 refinery throughput to be up 8.0 mb/d year over year and 4.3 mb/d for all of 2021 ▪ Aside from jet fuel, product demand expected to exceed 2019 demand by year end ▪ Refined product floating storage down to near pre - pandemic levels ▪ Refinery maintenance expected to be much lower than the last two years which saw high levels of maintenance Product Demand Product Fundamentals

Market Update – Ship Supply 15 ▪ Orderbook remains at historical lows: − VLCC 8.1% − Suezmax 10.0% − Aframax /LR2 10.2% − Panamax/LR1 1.8% − MR 6.1% ▪ 31 VLCCs ordered in 2019; 41 in 2020; 10 cancelled recently ▪ Ordering tempered by uncertainty surrounding markets, decarbonization, and higher steel and newbuilding prices Recycling Potential ▪ The VLCC fleet is aging – 208 (25%) ships out of a fleet of 836 are 15 years old or older and 64 (8%) are already 20 years old or older. This is equal to the entire VLCC orderbook ▪ A further 13 VLCCs will reach age 20 during the balance of 2021 ▪ At age 15 and every 2.5 years thereafter, significant investment required to continue to trade ▪ As ships reach ballast water treatment deadlines, even greater capital expenditure is required to keep trading ▪ After a record 31 ships recycled in 2018, only four VLCCs were recycled in both of 2019 and 2020. At current spot rates and steel prices, we expect to see recycling increase 8.9 10.6 1.5 19.2 6.7 11.1 9.9 9.3 7.4 2021 2022 2023 20+ 19 18 17 16 15 (Million DWT) Delivery Year Age as of March 2021 Orderbook Update VLCC Orderbook Sources: Clarksons . Recycling Candidates

Closing Remarks Transaction will create one of the largest US publicly - listed tanker platforms with over 100 vessels diversified across segment and size, including “power alleys” in large crude and product segments Larger operating footprint and strategic alignment unlocks substantial cost and commercial synergies fully realizable within 2022 Strong balance sheet preserves financial and strategic flexibility; conservative leverage and supportive lender group with long - term sector commitment Highly - experienced management and Board leadership focused on efficient transaction integration and critical initiatives to drive shareholder value including fleet renewal and ESG 16

Appendix

TCE Reconciliation 18 International Seaways ($000s) FY 2020 Shipping revenues $421,648 Less: Voyage expenses 19,643 Time charter equivalent revenues $402,005 ($000s) FY 2020 Crude Fleet Product Fleet Voyage revenue $235,563 $360,347 Voyage expense (73,337) (115,244) Amortization of TC contracts acquired 2,324 466 Off - hire bunkers in voyage expenses 503 376 Commercial management pool fees - 2,377 Load - to - discharge / Discharge - to - discharge (3,730) (1,359) Revenue from sold vessels - (15) TCE revenue $161,323 $246,948 Diamond S Shipping Source: Company filings and corporate presentations.

Adjusted EBITDA Reconciliation 19 International Seaways ($000s) FY 2020 Net income / (loss) $(5,531) Income tax provision 1 Interest expense 36,712 Depreciation and amortization 74,343 EBITDA $105,525 Third - party debt modification fees 232 Loss on disposal of vessels, net of impairments 100,087 Write - off deferred financing costs 13,073 Loss on extinguishment of debt 1,197 Adjusted EBITDA $220,214 ($000s) FY 2020 Net income / (loss) $26,396 Interest expense, net 34,401 Operating income $60,797 Depreciation and amortization 115,783 Noncontrolling interest (6,508) EBITDA $170,072 Fair value of TC amortization 2,789 Nonrecurring corporate expenses 1,474 Loss on sale of assets 29,551 Adjusted EBITDA $203,886 Source: Company filings and corporate presentations. Diamond S Shipping