Current and long-term debt | Current and long-term debt The following is a roll forward of the activity within debt (current and non-current), by facility, for the six months ended June 30, 2021: Activity Balance as of June 30, 2021 consists of: In thousands of U.S. dollars Carrying Value as of December 31, 2020 Drawdowns Repayments Other Activity (1) Carrying Value as of June 30, 2021 Current Non-Current KEXIM Credit Facility $ 15,932 $ — $ (15,932) $ — $ — $ — $ — ING Credit Facility 191,348 2,128 (161,090) — 32,386 16,354 16,032 2018 NIBC Credit Facility 31,066 — (31,066) — — — — Credit Agricole Credit Facility 80,676 — (4,283) 371 76,764 7,862 68,902 ABN AMRO / K-Sure Credit Facility 40,587 — (1,926) 344 39,005 3,190 35,815 Citibank / K-Sure Credit Facility 84,478 — (4,208) 871 81,141 81,141 — ABN / SEB Credit Facility 97,856 — (21,692) — 76,164 10,117 66,047 Hamburg Commercial Credit Facility 40,315 — (1,645) — 38,670 3,292 35,378 Prudential Credit Facility 50,378 — (2,773) — 47,605 5,546 42,059 2019 DNB / GIEK Credit Facility 52,563 — (3,556) — 49,007 7,113 41,894 BNPP Sinosure Credit Facility 94,733 1,915 (5,167) — 91,481 10,334 81,147 2020 $225 Million Credit Facility 208,890 — (10,501) — 198,389 21,001 177,388 2021 $21.0 Million Credit Facility — 21,000 (585) — 20,415 2,340 18,075 Ocean Yield Lease Financing 137,399 — (5,515) 90 131,974 11,213 120,761 BCFL Lease Financing (LR2s) 83,974 3,814 (5,228) 258 82,818 10,529 72,289 CSSC Lease Financing 136,949 — (5,464) (254) 131,231 11,418 119,813 CSSC Scrubber Lease Financing 4,443 — (1,960) — 2,483 2,352 131 BCFL Lease Financing (MRs) 77,748 5,779 (7,100) — 76,427 15,244 61,183 2018 CMBFL Lease Financing 124,993 — (6,504) — 118,489 13,007 105,482 $116.0 Million Lease Financing 103,801 1,926 (4,840) — 100,887 10,315 90,572 AVIC Lease Financing 119,732 — (6,663) — 113,069 13,327 99,742 China Huarong Lease Financing 110,250 10,000 (8,417) — 111,833 16,833 95,000 $157.5 Million Lease Financing 123,800 — (7,071) — 116,729 14,143 102,586 COSCO Lease Financing 68,750 — (3,850) — 64,900 7,700 57,200 2020 CMBFL Lease Financing 44,573 — (1,621) — 42,952 3,242 39,710 2020 TSFL Lease Financing 47,250 — (1,661) — 45,589 3,321 42,268 2020 SPDBFL Lease Financing 96,500 — (6,125) — 90,375 6,496 83,879 2021 AVIC Lease Financing — 96,352 (1,808) — 94,544 7,252 87,292 2021 CMBFL Lease Financing — 79,050 (1,225) — 77,825 6,520 71,305 2021 TSFL Lease Financing — 57,663 (1,096) — 56,567 4,380 52,187 2021 CSSC Lease Financing — 57,400 (877) — 56,523 5,262 51,261 IFRS 16 - Leases - 7 Handymax 2,247 — (1,879) (368) — — — IFRS 16 - Leases - 3 MR 36,936 — (3,765) — 33,171 7,895 25,276 $670.0 Million Lease Financing 593,291 — (23,030) — 570,261 47,130 523,131 Unsecured Senior Notes Due 2025 28,100 30,551 — 6 58,657 — 58,657 Convertible Notes Due 2022 140,713 — — (74,188) 66,525 66,525 — Convertible Notes Due 2025 — 119,419 — 76,844 196,263 — 196,263 $ 3,070,271 $ 486,997 $ (370,123) $ 3,974 $ 3,191,119 $ 452,394 $ 2,738,725 Less: deferred financing fees and prepaid interest (22,471) (8,800) — 1,102 (30,169) (6,667) (23,502) Total $ 3,047,800 $ 478,197 $ (370,123) $ 5,076 $ 3,160,950 $ 445,727 $ 2,715,223 (1) Relates to non-cash accretion or amortization of (i) debt or lease obligations assumed as part of the 2017 merger with Navig8 Product Tankers Inc. ("NPTI"), which were recorded at fair value on the closing dates, (ii) amortization and write-offs of deferred financing fees, (iii) accretion of our Convertible Notes due 2022 and Convertible Notes due 2025 of $2.9 million and $2.5 million, respectively, and (iv) the impact of the 2021 Convertible Notes Exchanges (described below) whereby the amounts in the above table reflect the carrying amounts of the debt portions of each of the Convertible Notes due 2022 and Convertible Notes due 2025 that were exchanged. Interest expense on all of our borrowings that has been incurred and is unpaid as of June 30, 2021 is accrued within Accrued Expenses (see Note 9). We were in compliance with all of the financial covenants set forth under the above borrowing arrangements as of June 30, 2021. Drawdowns from existing facilities In January 2021, we executed an agreement to extend the availability period for future drawdowns on our BNPP Sinosure Credit Facility to June 15, 2022 from March 15, 2021. In March 2021, we drew down $1.9 million from our BNPP Sinosure Credit Facility (equally split between the Sinosure portion and the commercial portion of the credit facility) to partially finance the purchase and installation of a scrubber on an MR product tanker. This borrowing bears interest at LIBOR plus a margin of 1.80% for the Sinosure portion and 2.80% for the commercial portion. As a result of this drawdown, the scheduled semi-annual principal payments on this facility increased by $0.1 million to $5.2 million (for all tranches drawn). In January 2021, we drew down $10.0 million from our China Huarong Lease Financing to partially finance the purchase and installations of scrubbers on five MR product tankers. These borrowings bear interest at LIBOR plus a margin of 3.50% and are scheduled to be repaid in equal quarterly installments of approximately $0.2 million per vessel through November 2023. In January 2021, we drew down $2.1 million from our ING Credit Facility to partially finance the purchase and installations of scrubbers on two LR2 product tankers. These borrowings bear interest at LIBOR plus a margin of 1.95% and were scheduled to be repaid in equal quarterly installments of approximately $0.2 million per vessel through June 2022. These borrowings were repaid in May 2021 as part of the 2021 CSSC Lease Financing described below. In January 2021, we drew down an aggregate of $11.4 million, which consisted of (i) $3.8 million under the BCFL Lease Financing (LR2s); (ii) $5.8 million under the BCFL Lease Financing (MRs) and (iii) $1.9 million under the $116 Million Lease Financing to partially finance the purchase and installations of scrubbers on six product tankers. All of these scrubber related borrowings are scheduled to be repaid over a period of three years from each drawdown date in fixed monthly installments (which includes interest) of approximately $50,000 to $60,000 per vessel. Secured Debt 2021 $21 Million Credit Facility In February 2021, we drew down $21.0 million on a term loan facility with a European financial institution (the "2021 $21 Million Credit Facility"). The proceeds of this loan facility were used to refinance the outstanding debt on an LR2 product tanker, STI Madison , that was previously financed under our KEXIM Credit Facility. We repaid the outstanding indebtedness of $15.9 million related to this vessel on the KEXIM Credit Facility in January 2021 upon its maturity. The loan facility has a final maturity of December 2022, bears interest at LIBOR plus a margin of 2.65% per annum, and is scheduled to be repaid in equal quarterly installments of approximately $0.6 million, with a balloon payment due upon maturity. Our 2021 $21 Million Credit Facility includes financial covenants that require us to maintain: • The ratio of net debt to total capitalization no greater than 0.60 to 1.00. • Consolidated tangible net worth of not less than $1.0 billion plus (i) 25% of the positive consolidated net income for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016. • Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel plus $250,000 per each time chartered-in vessel. • The aggregate of the fair market value of the vessels provided as collateral under the facility shall at all times be no less than 140% of the then aggregate outstanding principal amount of the loans under the credit facility. Lease Financing 2021 AVIC Lease Financing In February 2021, we closed on the sale and leaseback of two vessels ( STI Memphis and STI Soho ) with AVIC International Leasing Co., Ltd. for aggregate proceeds of $44.2 million (the “2021 AVIC Lease Financing”). We repaid the outstanding indebtedness of $30.0 million related to these vessels on the 2018 NIBC Credit Facility as part of these transactions. In March 2021, we closed on the sale and leaseback of two additional vessels ( STI Lombard and STI Osceola ) under the 2021 AVIC Lease Financing for aggregate proceeds of $53.1 million. We repaid the outstanding indebtedness of $29.6 million related to these vessels on the ING Credit Facility as part of these transactions. Under the 2021 AVIC Lease Financing, each vessel is subject to a nine Our 2021 AVIC Lease Financing includes financial covenants that require us to maintain: • Net debt to total capitalization shall not equal or exceed 70%. • Net worth shall always exceed $650.0 million. • The aggregate of the fair market value of the vessels provided as collateral under the lease financing shall at all times be no less than 115% of the then aggregate outstanding principal amount on or before the third anniversary date of the delivery of the vessel and 120% thereafter. 2021 CMBFL Lease Financing In March 2021, we received a commitment to sell and leaseback four Handymax vessels ( STI Comandante, STI Brixton, STI Pimlico and STI Finchley ) and one MR vessel ( STI Westminster ) from CMB Financial Leasing Co. Ltd, or CMBFL (the "2021 CMBFL Lease Financing") . In March 2021, we closed on the sale and leaseback of the four aforementioned Handymax vessels under the 2021 CMBFL Lease Financing for aggregate proceeds of $58.8 million and repaid the outstanding indebtedness of $46.7 million related to these vessels on the ING Credit Facility as part of these transactions. In April 2021, we closed on the sale and leaseback of STI Westminster for aggregate proceeds of $20.25 million and repaid the outstanding indebtedness of $16.1 million related to this vessel on the ABN/SEB Credit Facility as part of this transaction. Under the 2021 CMBFL Lease Financing, each vessel is subject to a seven Our 2021 CMBFL Lease Financing includes financial covenants that require us to maintain: • The ratio of net debt to total capitalization no greater than 0.60 to 1.00. • Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issuances occurring on or after January 1, 2016. • Minimum liquidity of not less than the greater of $25.0 million and $500,000 per each owned vessel plus $250,000 per each time chartered-in vessel. • The fair market value of each vessel leased under the facility shall at all times be no less than 120% of the outstanding balance for such vessel. 2021 TSFL Lease Financing In March 2021, we closed on the sale and leaseback of three MR vessels ( STI Black Hawk, STI Notting Hill and STI Pontiac ) with Taiping & Sinopec Financial Leasing Co., Ltd. for aggregate proceeds of $57.7 million (the "2021 TSFL Lease Financing"). We repaid the outstanding indebtedness of $40.7 million related to these vessels on the ING Credit Facility as part of these transactions. Under the 2021 TSFL Lease Financing, each vessel is subject to a seven Our 2021 TSFL Lease Financing includes financial covenants that require us to maintain: • The ratio of net debt to total capitalization no greater than 0.65 to 1.00. • Consolidated tangible net worth of no less than $1.0 billion. • The fair market value of each vessel leased under the facility shall at all times be no less than 115% of the outstanding balance for such vessel. 2021 CSSC Lease Financing In May 2021, we closed on the sale and leaseback of two LR2 vessels ( STI Grace and STI Jermyn ) with CSSC (Hong Kong) Shipping Company Limited (the ‘2021 CSSC Lease Financing’) for aggregate proceeds of $57.4 million. We repaid the aggregate outstanding indebtedness of $36.9 million related to these two vessels on the ING Credit Facility as part of this transaction. Under the 2021 CSSC Lease Financing, each vessel is subject to a six Our 2021 CSSC Lease Financing includes a covenant that requires that the fair market value of each vessel leased under the facility shall at all times be no less than 125% of the outstanding balance for such vessel. Unsecured debt At the Market Offering Program In January 2021, we entered into a note distribution agreement (the "Distribution Agreement") with B. Riley Securities, Inc. as the sales agent (the "Agent") under which we may offer and sell, from time to time, up to an additional $75.0 million aggregate principal amount of our 7.00% Senior Notes due 2025 (the "Additional Notes"). Any Additional Notes sold will be issued under that certain indenture pursuant to which we previously issued $28.1 million aggregate principal amount of 7.00% Senior Notes due 2025 (the "Senior Notes due 2025"), on May 29, 2020 (the "Initial Notes"). The Additional Notes will have the same terms as the Initial Notes (other than date of issuance), form a single series of debt securities with the Initial Notes and have the same CUSIP number and be fungible with the Initial Notes immediately upon issuance, including for purposes of notices, consents, waivers, amendments and any other action permitted under the aforementioned indenture. The Senior Notes due 2025 are listed on the NYSE under the symbol “SBBA.” Sales of the Additional Notes may be made over a period of time, and from time to time, through the Agent, in transactions involving an offering of the Senior Notes due 2025 into the existing trading market at prevailing market prices. During the six months ended June 30, 2021, we issued $30.7 million in aggregate principal amount of Senior Notes due 2025 under the program, resulting in $30.0 million in aggregate net proceeds (net of premium/discount and Agent's commissions and expenses). Convertible Notes Exchange and New Issuance of Convertible Notes In March 2021 and June 2021, we completed the exchange of approximately $62.1 million and $19.4 million, respectively, in aggregate principal amount of Convertible Notes due 2022 for approximately $62.1 million and $19.4 million, respectively in aggregate principal amount of new 3.00% Convertible Notes due 2025 (the "Convertible Notes due 2025") pursuant to separate, privately negotiated, agreements with certain holders of the Convertible Notes due 2022, which we refer to as the 2021 Convertible Notes Exchanges. Additionally, in March 2021 and June 2021, we issued and sold $76.1 million and $42.4 million, respectively, in aggregate principal amount of Convertible Notes due 2025 pursuant to separate, privately negotiated, agreements with certain investors in a private offering, which we refer to as the 2021 Convertible Notes Offerings. The Convertible Notes due 2025 that were issued in June 2021 as part of the 2021 Convertible Notes Offerings were issued at 102.25% of par, or $43.3 million, plus accrued interest. The Convertible Notes due 2025 that were issued in June 2021 have the same terms as (other than date of issuance), form a single series of debt securities with, have the same CUSIP number and are fungible with, the 3.00% Convertible Senior Notes due 2025 that were issued in March 2021, including for purposes of notices, consents, waivers, amendments and any other action permitted under the Indenture. The Convertible Notes due 2025 are our senior, unsecured obligations and bear coupon interest at a rate of 3.00% per year. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2021. Additionally, commencing in March 2021, principal will accrete on the principal amount, compounded semi-annually, at a rate equal to approximately 5.5202% per annum, which principal amount, together with any accretions thereon, is the “Accreted Principal Amount”. The Accreted Principal Amount at maturity will equal 125.3% of par, which together with the 3.00% coupon interest rate, compounds to a yield-to-maturity of approximately 8.25%. The Convertible Notes due 2025 will mature on May 15, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms. The conversion rate of the Convertible Notes due 2025 was initially 26.6617 common shares per $1,000 principal amount of Convertible Notes due 2025 (equivalent to an initial conversion price of approximately $37.507 per common share), and is subject to adjustment upon the occurrence of certain events as set forth in the indenture governing the Convertible Notes due 2025 (such as the payment of dividends). As of June 30, 2021, the conversion rate of the Convertible Notes due 2025 was 26.7879 common shares per $1,000 principal amount of Convertible Notes due 2025 (equivalent to a conversion price of approximately $37.33 per common share). The Convertible Notes due 2025 are freely convertible at the option of the holder and prior to the close of business on the 5th business day immediately preceding the maturity date. Upon conversion of the Convertible Notes due 2025, holders will receive shares of our common stock. We may, subject to certain exceptions, redeem the Convertible Notes due 2025 for cash, if at any time the per share volume-weighted average price of our common shares equals or exceeds 125.4% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the applicable redemption date; and (ii) the trading day immediately before such date of the redemption notice. The Convertible Notes due 2025 require us to comply with certain covenants such as restrictions on consolidations, mergers or sales of assets. Additionally, if we undergo a fundamental change, as defined in the indenture, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the Accreted Principal Amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Accounting for the 2021 Convertible Notes Exchanges and 2021 Convertible Notes Offerings We have accounted for the 2021 Convertible Notes Exchanges as extinguishments of the original financial liability and the recognition of a new liability on the basis that the terms of the Convertible Notes due 2022 are substantially different to the terms of the Convertible Notes due 2025. We recorded an aggregate loss on the extinguishment of the Convertible Notes due 2022 of $5.5 million as a result of the 2021 Convertible Notes Exchanges, which primarily arose from (i) the difference between the carrying value and the face value of the Convertible Notes due 2022 on the date of the exchange, and (ii) transaction costs directly attributable to the 2021 Convertible Notes Exchanges. We also determined that the fair value of the equity component of the exchanged portion of the Convertible Notes due 2022 was approximately $1.5 million. This amount was recorded as a reduction to additional paid-in capital as a result of the 2021 Convertible Notes Exchanges. Upon the March 2021 and June 2021 issuances, we determined the initial carrying value of the liability component of the Convertible Notes due 2025, to be $132.9 million and $60.8 million, respectively. This determination was based on the fair value of a similar liability that does not have any associated conversion feature. We utilized the market pricing on unsecured bonds in the shipping sector as the basis for this determination. The residual value, attributable to the conversion feature, of $5.3 million and $2.4 million, was recorded to Additional paid-in capital upon the March 2021 and June 2021 issuances, respectively. The difference between the fair value of the liability component and the face value of the Convertible Notes due 2025 will accrete over the term of the Convertible Notes due 2025 under the effective interest method and recorded as part of financial expenses. . The Accreted Principal Amount feature will accrete over the term of the Convertible Notes due 2025 under the effective interest method and recorded as part of financial expenses. The following table sets forth the Accreted Principal Amount per $1,000 principal amount of the Convertible Notes due 2025 per the indenture as of the specified dates during the period from the issue date through the maturity date: Date Accreted Principal Amount March 25, 2021 $100.0000 May 15, 2021 $100.7125 November 15, 2021 $103.3669 May 15, 2022 $106.1308 November 15, 2022 $109.0087 May 15, 2023 $112.0053 November 15, 2023 $115.1255 May 15, 2024 $118.3744 November 15, 2024 $121.7574 May 15, 2025 $125.2798 At June 30, 2021, the carrying values of the liability components of the Convertible Notes due 2022 and Convertible Notes due 2025 were $66.5 million and $196.3 million, respectively. Convertible Rate Adjustments On March 2, 2021, the conversion rate of our Convertible Notes due 2022 was adjusted to reflect the payment of a cash dividend on March 15, 2021 to all shareholders of record as of March 2, 2021. The new conversion rate for the Convertible Notes due 2022 was 26.6617 of the Company's common shares, representing an increase of the prior conversion rate of 0.1806 for each $1,000 principal amount of the Convertible Notes due 2022. On May 21, 2021, the conversion rates of our Convertible Notes due 2022 and Convertible Notes due 2025 were adjusted to reflect the payment of a cash dividend on June 15, 2021 to all shareholders of record as of May 21, 2021. The new conversion rates for each of the Convertible Notes due 2022 and Convertible Notes due 2025 was 26.7879 of the Company's common shares, representing an increase of the prior conversion rate of 0.1262 for each $1,000 principal amount of the Convertible Notes due 2022 and Convertible Notes due 2025. |