United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
| | December 21, 2017 | |
| | Date of Report (Date of earliest event reported) | |
| | International Seaways, Inc. | |
| | (Exact Name of Registrant as Specified in Charter) | |
| | 1-37836-1 | |
| | Commission File Number | |
| Marshall Islands | | 98-0467117 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | 600 Third Avenue, 39th Floor | |
| | New York, New York 10016 | |
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 578-1600
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:
| ¨ | 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)) |
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 companyx
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
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On December 21, 2017, International Seaways, Inc. (the “Company”) made available to investors a presentation (the “Presentation”) entitled “Transaction Update to Shareholders”, a copy of which is attached hereto as Exhibit 99.1, relating to its entry into a binding letter of intent with respect to the acquisition of six VLCC tankers (the “Transaction”). In addition, International Seaways, Inc. (the “Company”) issued a press release relating to the Transasction, as set forth in Item 8.01 below.
The information contained in, or incorporated into, this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Section 8 – Other Events
On December 21, 2017, International Seaways, Inc. (the “Company”) issued a press release announcing that it has entered into a binding letter of intent with Euronav with respect to the Transaction. A copy of the press release is attached hereto as Exhibit 99.2 and the contents thereof are incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, the following exhibits are furnished with this Form 8-K.
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 SEAWAYS, INC. |
| | (Registrant) |
| | | | |
| Date: December 21, 2017 | By | /s/ James D. Small III |
| | | Name: | James D. Small III |
| | | Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
EXHIBIT INDEX
