DEBT | NOTE 8 —DEBT: Debt consists of the following: (Dollars in thousands) December 31, 2020 December 31, 2019 Core Term Loan Facility, due 2025, net of unamortized deferred finance costs of $4,145 $ 267,427 $ — Sinosure Credit Facility, due 2027-2028, net of unamortized deferred finance costs of $1,884 and $2,262 244,243 267,443 8.5% Senior Notes, due 2023, net of unamortized deferred finance costs of $855 and $1,142 24,145 23,858 2017 Term Loan Facility, due 2022, net of unamortized discount and deferred finance costs of $11,211 — 320,309 ABN Term Loan Facility, due 2023, net of unamortized deferred finance costs of $610 — 22,638 10.75% Subordinated Notes, due 2023, net of unamortized deferred finance costs of $1,084 — 26,847 535,815 661,095 Less current portion (61,483) (70,350) Long-term portion $ 474,332 $ 590,745 On January 28, 2020, except for the Sinosure Credit Facility and the 8.5% Senior Notes, the principal outstanding as of December 31, 2019 on all of the Company’s other debt facilities reflected in the above table were paid off or repurchased and the underlying credit agreements or Indentures were terminated or discharged in accordance with their respective terms in conjunction with the Company closing on the 2020 Debt Facilities, described below. Capitalized terms used hereafter have the meaning given in these consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto. 2020 Debt Facilities On January 23, 2020, International Seaways, Inc., International Seaways Operating Corporation (the “Borrower”) and certain of their subsidiaries entered into a credit agreement (the “Credit Agreement”) comprising $390 million of secured debt facilities (the “2020 Debt Facilities”) with Nordea Bank Abp, New York Branch (“Nordea”), ABN AMRO Capital USA LLC (“ABN”), Crédit Agricole Corporate & Investment Bank, DNB Capital LLC and Skandinaviska Enskilda Banken AB (PUBL), or their respective affilates, as mandated lead arrangers and bookrunners, and BNP Paribas and Danish Ship Finance A/S, as lead arrangers. Nordea is acting as administrative agent, collateral agent and security trustee under the Credit Agreement, and ABN is acting as sustainability coordinator. The 2020 Debt Facilities consist of (i) a five-year senior secured term loan facility in an aggregate principal amount of $300 million (the “Core Term Loan Facility”); (ii) a five-year revolving credit facility in an aggregate principal amount of $40 million (the “Core Revolving Facility”); and (iii) a senior secured term loan credit facility with a maturity date of June 30, 2022 in an aggregate principal amount of $50 million (the “Transition Term Loan Facility”). The Core Term Loan Facility contains an uncommitted accordion feature whereby, for a period of up to 18 months following the closing date, the amount of the loan thereunder may be increased up to an additional $100 million for the acquisition of Additional Vessels, subject to certain conditions. The Core Term Loan Facility and the Core Revolving Facility are secured by a first lien on 14 of the Company’s vessels built in 2009 or later (the “Core Collateral Vessels”), along with their earnings, insurances and certain other assets, while the Transition Term Loan Facility was secured by a first lien on 12 of the Company’s vessels built in 2006 or earlier (the “Transition Collateral Vessels”), along with their earnings, insurances and certain other assets. In addition, both facilities are secured by liens on the collateral relating to the other facilities, as well as certain additional assets of the Borrower. On January 28, 2020, the available amounts under the Core Term Loan Facility and the Transition Term Loan Facility were drawn in full, and $20 million of the $40 million available under the Core Revolving Facility was also drawn. Those proceeds, together with available cash, were used to (i) repay the $331.5 million outstanding principal balance under the 2017 Debt Facilities, (ii) repay the $23.2 million outstanding principal balance under the ABN Term Loan Facility, (iii) repurchase the $27.9 million outstanding principal amount of the Company’s 10.75% subordinated notes due 2023 issued pursuant to an indenture dated June 13, 2018 with GLAS Trust Company LLC, as trustee, as amended, and (iv) pay certain expenses related to the refinancing, including certain structuring and arrangement fees, commitment, legal and administrative fees. The Core Term Loan Facility amortizes in 19 quarterly installments of approximately $9.5 million commencing June 30, 2020 and matures on January 23, 2025, with a balloon payment of approximately $120 million due at maturity. The Core Revolving Facility also matures on January 23, 2025. The Transition Term Loan Facility was scheduled to amortize in 10 quarterly installments of $5 million commencing March 31, 2020 through June 30, 2022. The maturity dates for the 2020 Debt Facilities are subject to acceleration upon the occurrence of certain events (as described in the Credit Agreement). On March 4, 2020, the $20 million outstanding balance under the Core Revolving Facility was repaid in full using available cash on hand and on August 10, 2020, the $40 million outstanding principal balance under the Transition Term Loan Facility was repaid in full using available cash on hand. On March 12, 2020, the Company entered into a Side Letter agreement with the 2020 Debt Facilities lenders relating to the mortgage for the Seaways Mulan, a 2002-built VLCC that has been held by the Indonesian authorities since February 8, 2020 pending the completion of their investigation of a claim that the master had illegally anchored in Indonesian territorial waters while awaiting orders for its next voyage. The mortgage requires the vessel owner to secure the release of a vessel that has been arrested or taken into custody under color of legal authority within 30 days of the initial detention of such vessel and grants the vessel owner an additional 30 days thereafter to cure the non-release of the vessel before being considered to be in default under the terms of the Credit Agreement. If the vessel’s status was not cured or waived by April 8, 2020, the Company would be in default under the terms of the Credit Agreement. Accordingly, pursuant to the terms of the Side Letter agreement, the Lenders granted the Company an additional 60 days from the initial date to secure the release of the Seaways Mulan from arrest by the Indonesian authorities by May 8, 2020 after which the Company would have an additional 30 days (i.e., through June 7, 2020) to cure the non-release of the vessel before being considered to be in default under the terms of the Credit Agreement. On May 15, 2020, the Lenders updated the Side Letter and granted the Company an additional 60 days from May 8, 2020 to secure the release of the Seaways Mulan from arrest by the Indonesian authorities by July 8, 2020 after which the Company would have an additional 30 days (i.e., through August 7, 2020) to cure the non-release of the vessel before being considered to be in default under the terms of the Credit Agreement. The Seaways Mulan was released and allowed to sail out of Indonesian territorial waters on June 9, 2020 and was ultimately redelivered back to the Tankers International Pool on June 28, 2020. On April 27, 2020, the Company entered into a first amendment (the “First Amendment”) of the 2020 Debt Facilities. The First Amendment, among other things, (i) corrects the definition of “Adjusted LIBOR Rate” to reflect the zero percent LIBOR floor previously agreed among the parties; (ii) clarifies the definition of “Permitted Charter” by noting that the time period specified therein does not include any specified or actual redelivery period extending past the initial charter term, and (iii) permits electronic execution of documents relating to the Credit Agreement. Interest on the Core Term Loan Facility and the Core Revolving Facility (together, the “Core Facilities”) is calculated based upon LIBOR plus the Applicable Core Margin (each as defined in the Credit Agreement). The initial Applicable Core Margin of 2.60%, will be adjusted down or up by 0.20% based on the Company’s total leverage ratio, with a leverage ratio of less than 4.0:1 reducing the Applicable Core Margin to 2.40% and a leverage ratio of 6.0:1 or greater increasing the Applicable Core Margin to 2.80%. Borrowings under the Transition Term Loan Facility bore interest at LIBOR plus 3.50%. The Core Facilities also include a sustainability-linked pricing mechanism. The adjustment in pricing will be linked to the carbon efficiency of the INSW fleet as it relates to reductions in CO2 emissions year-over-year, such that it aligns with the International Maritime Organization’s 50% industry reduction target in GHG emissions by 2050. This key performance indicator is to be calculated in a manner consistent with the de-carbonization trajectory outlined in the Poseidon Principles, the global framework by which financial institutions can assess the climate alignment of their ship finance portfolios relative to established de-carbonization trajectories. The Company will be required to deliver a sustainability certificate commencing with the year ending December 31, 2021. If the fleet sustainability score in respect of the relevant year is lower than the fleet sustainability score for the prior year, the Applicable Core Margin will be decreased by 0.025% per annum, while if the score is higher than that of the previous year, the Applicable Core Margin will be increased by that same amount (but in no case will any such adjustment result in the Applicable Core Margin being increased or decreased from the otherwise-applicable Applicable Core Margin by more than 0.025% per annum in the aggregate). Sinosure Credit Facility In June 2018, as part of the acquisition of six VLCCs, the Company financed the acquisition price of 1 2/3% The Company paid to Euronav cash consideration of approximately $120.0 million, with the difference reflecting assumed debt and accrued interest thereon through the closing date. Supplemental cash flow information for the year ended December 31, 2018 associated with the aforementioned non-cash assumption of debt in relation to the acquisition of six VLCCs aggregating $311.0 million were non-cash investing activities and financing activities. 8.5% Senior Notes On May 31, 2018, the Company completed a registered public offering of $25 million aggregate principal amount of its 8.5% senior unsecured notes due 2023 (the “8.5% Senior Notes”), which resulted in aggregate net proceeds to the Company of approximately $23.5 million, after deducting commissions and estimated expenses. The Company used the net proceeds to fund the acquisition of 6 VLCCs described above, to repay a portion of its then outstanding 2017 Term Loan Facility and for general corporate purposes. The Company issued the Notes under an indenture dated as of May 31, 2018 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 31, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on June 30, 2023 and bear interest at a rate of 8.50% per annum. Interest on the Notes is payable in arrears on March 30, June 30, September 30 and December 30 of each year. The terms of the Indenture, among other things, limit the Company’s ability to merge, consolidate or sell assets. The Company may redeem the Notes at its option, in whole or in part, at any time on or after June 30, 2020 at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if the Company undergoes a Change of Control (as defined in the Indenture) the Company may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), to, but excluding, the repurchase date. Debt Covenants The Company was in compliance with the financial and non-financial covenants under all of its debt facilities as of December 31, 2020. The 2020 Debt Facilities contain customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that require the Company (i) to maintain a minimum liquidity level of the greater of $50 million and 5% of the Company’s Consolidated Indebtedness; (ii) to ensure the Company’s and its consolidated subsidiaries’ Maximum Leverage Ratio will not exceed 0.60 to 1.00 at any time; (iii) to ensure that Current Assets exceeds Current Liabilities (which is defined to exclude the current potion of Consolidated Indebtedness); (iv) to ensure the aggregate Fair Market Value of the Core Collateral Vessels will not be less than 135% of the aggregate outstanding principal amount of the Core Term Loans and Revolving Loans and the aggregate Fair Market Value of the Transition Collateral Vessels will not be less than 175% of the aggregate outstanding principal amount of the Transition Term Loans, respectively; and (v) to ensure the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense will not be lower than (A) 2.25:1.00, for the period ending on June 30, 2020 and (B) 2.50:1.00 at all times thereafter. Under the Sinosure Credit Facility, the Obligors (as defined in the Sinosure Credit Facility) are required to comply with various collateral maintenance and financial covenants, including with respect to: (i) minimum security coverage, which shall not be less than 135% of the aggregate loan principal outstanding under the Sinosure Credit Facility. Any non-compliance with the minimum security coverage shall not constitute an event of default so long as within thirty days of such non-compliance, Seaways Subsidiary VII, Inc. has either provided additional collateral or prepaid a portion of the outstanding loan balance to cure such non-compliance ; (ii) maximum consolidated leverage ratio, which shall not be greater than 0.60 to 1.00 on any testing date ; (iii) minimum consolidated liquidity, under which unrestricted consolidated cash and cash equivalents shall be no less than $25 million at any time and total consolidated cash and cash equivalents (including cash restricted under the Sinosure Credit Facility) shall not be less than the greater of $50 million or 5.0% of Total Indebtedness (as defined in the Sinosure Credit Facility) or $9 million (i.e., $1,500 per each VLCC securing the Sinosure Credit Facility); and (iv) interest expense coverage ratio, which for Seaways Holding Corporation, shall not be less than 2.00 to 1.00 during the period commencing on July 1, 2018 through June 30, 2019 and will be calculated on a trailing six, nine and twelve-month basis from December 31, 2018, March 31, 2019 and June 30, 2019, respectively. For the Company, the interest expense coverage ratio shall not be less than 2.25 to 1.00 for the period commencing on July 1, 2019 through June 30, 2020 and no less than 2.50 to 1.00 for the period commencing on July 1, 2020 and thereafter and shall be calculated on a trailing twelve-month basis. No event of default under this covenant will occur if the failure to comply is capable of remedy and is remedied within thirty days of the Facility Agent giving notice to the Company or (if earlier) any Obligor becoming aware of the failure to comply, and (i) if such action is being taken with respect to a Test Date falling on or prior to December 31, 2020, then such remedy shall be in the form of cash and cash equivalents being (or having been) deposited by Seaways Holding Corporation to a restricted Minimum Liquidity Account within the thirty day period mentioned above in the manner and in the amounts required to remedy such breach as tested at the Seaways Holding Corporation level and (ii) if such action is being taken with respect to a Test Date falling on or after January 1, 2021, then any such remedy and the form of the same shall be considered and determined by the lenders under the Sinosure Credit Facility in their absolute discretion . The 8.5% Senior Notes Indenture contains certain restrictive covenants, including covenants that, subject to certain exceptions and qualifications, restrict our ability to make certain payments if a default under the Indenture has occurred and is continuing or will result therefrom and require us to limit the amount of debt we incur, maintain a certain minimum net worth and provide certain reports. The Indenture also provides for certain customary events of default (subject, in certain cases, to receipt of notice of default and/or customary grace or cure periods). Pursuant to the limitation on borrowings covenant, the Company shall not permit Total Borrowings (as defined in the Indenture) to equal or exceed 70% of Total Assets (as defined in the Indenture). The Company shall also ensure that Net Worth (defined as Total Assets, less Intangible assets and Total Borrowings, as defined in the Indenture) exceeds $600 million pursuant to the Minimum Net Worth covenant. The Company’s credit facilities also require it to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”); maintenance of flag and class of the collateral vessels; 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 and related provisions. While the Company was in compliance with all of its debt covenants as of December 31, 2020, the currently forecasted decline in average daily TCE rates across all vessel classes during 2021 could cause the Company to breach the Interest Coverage Ratio covenant under the Core Term Loan Facility and the Sinosure Credit Facility at the end of the third quarter of 2021. If the Company breaches such covenant and is unable to remedy the relevant breach or obtain a waiver, the Company’s lenders could accelerate its debt and the lenders under the 2020 Debt Facilities and the Sinosure Credit Facility could foreclose on the 20 vessels pledged by the Company. In addition to obtaining a waiver from its lenders or deploying some of its vessels on time charters at rates above the currently forecasted spot rates in order to increase the Company’s Consolidated EBITDA, the Company has a number of actions it can independently take to avoid a potential covenant breach. Such possible actions include reducing interest expense by paying off the Company’s outstanding interest rate swaps during the first quarter of 2021. Interest Expense The following table summarizes interest expense, including amortization of issuance and deferred financing costs (for additional information related to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment, administrative and other fees, recognized during the years ended December 31, 2020, 2019 and 2018 with respect to the Company’s debt facilities: (Dollars in thousands) 2020 2019 2018 Core Term Loan Facility, due 2025 $ 13,542 $ — $ — Transition Term Loan Facility 1,518 — — Core Revolving Facility 660 — — 2017 Term Loan Facility 3,628 41,483 45,601 2017 Revolver Facility 63 848 475 ABN Term Loan Facility 107 1,716 1,024 Sinosure Credit Facility, due 2027 - 2028 13,684 14,903 8,350 8.5% Senior Notes, due 2023 2,417 2,390 1,396 10.75% Subordinated Notes 276 3,642 2,032 Total debt related interest expense $ 35,895 $ 64,982 $ 58,878 The following table summarizes interest paid, excluding deferred financing fees paid, during the years ended December 31, 2020, 2019 and 2018 with respect to the Company’s debt facilities: (Dollars in thousands) 2020 2019 2018 Core Term Loan Facility, due 2025 $ 12,024 $ — $ — Transition Term Loan Facility 1,183 — — Core Revolving Facility 471 — — 2017 Term Loan Facility 2,011 36,236 42,825 2017 Revolver Facility 53 710 442 ABN Term Loan Facility 156 1,504 795 Sinosure Credit Facility, due 2027 - 2028 12,199 14,200 7,225 8.5% Senior Notes, due 2023 2,130 2,130 1,250 10.75% Subordinated Notes 359 3,021 1,591 Total debt related interest expense paid $ 30,586 $ 57,801 $ 54,128 Debt Modifications, Repurchases and Extinguishments During the year ended December 31, 2020, the Company incurred debt issuance costs aggregating $7.3 million in connection with 2020 Debt Facilities. Issuance costs paid to lenders and third-party fees associated with the Core Revolving Facility aggregating $0.8 million were capitalized as deferred finance charges. Issuance costs paid to lenders and third-party fees associated with Core Term Loan Facility and Transition Term Loan Facility totaled $6.5 million, of which $6.3 million were capitalized as deferred finance charges and $0.2 million associated with third-party fees paid that were deemed to be a modification were expensed and are included in third-party debt modification fees in the accompanying consolidated statement of operations. Issuance costs incurred and capitalized as deferred finance charges have been treated as a reduction of debt proceeds. In connection with the repurchases and extinguishment of the Company’s debt facilities, the Company recognized aggregate net losses of $14.3 million during the year ended December 31, 2020, which are included in other expense in the accompanying consolidated statement of operations. The net losses reflect (i) prepayment fees of $1.0 million related to the 10.75% Subordinated Notes and a write-off of $12.5 million of unamortized original issue discount and deferred financing costs associated with the payoff of the 2017 Term Loan, ABN Term Loan Facility, and the 10.75% Subordinated Notes, which were treated as extinguishments during the first quarter of 2020, and (ii) prepayment fees of $0.2 million and a write-off of $0.6 million of unamortized deferred financing costs associated with the payoff of the Transition Term Loan Facility in August 2020, which was treated as an extinguishment. I n connection with the $10 and the $100 prepayment of the in July 2019 and October 2019, respectively, which were treated as a partial extinguishments, the Company recognized aggregate net losses of included in other expense in the consolidated statement of operations. The net losses reflect a 1% prepayment fee of $1.1 and a write-off of $3.6 of unamortized original issue discount and deferred financing costs. During the year ended December 31, 2018, the Company incurred debt issuance and amendment costs aggregating $14.6 million in connection with the ABN Term Loan Facility, Sinosure Credit Facility, 8.5% Senior Notes, 10.75% Subordinated Notes (and the subsequent amendment thereto), and the 2017 Debt Facilities Second Amendment. (See Note 2, “Significant Accounting Policies,” for additional information relating to deferred financing charges). Debt issuance and amendment fees paid to all lenders and third-party fees associated with the ABN Term Loan Facility, Sinosure Credit Facility, 8.5% Senior Notes, and 10.75% Subordinated Notes totaled $7.7 million, of which $7.6 million were capitalized as deferred finance charges and $0.1 million was expensed and is included in third-party debt modification fees in the consolidated statement of operations. Debt amendment fees paid to lenders and third-party fees associated with the 2017 Debt Facilities Second Amendment totaled $6.9 million, of which $4.4 million were capitalized as deferred finance charges. The remaining $2.5 million was expensed, of which $1.2 million is included in third-party debt modification fees in the consolidated statement of operations and $1.3 million of debt extinguishment costs are included in other expense in the consolidated statement of operations. In addition, aggregate net losses of $2.4 million for the year ended December 31, 2018 recognized on the repurchases of the Company’s debt facilities, is included in other expense in the consolidated statement of operations. The net loss reflects a write-off of unamortized original issue discount and deferred financing costs associated with the principal prepayment of $60 million made in connection with the 2017 Debt Facilities Second Amendment and the repurchase of $2.1 million of the 10.75% Subordinated Notes, which were treated as partial extinguishments. Debt issuance and amendment costs incurred and capitalized as deferred finance charges have been treated as a reduction of debt on the consolidated balance sheets. As of December 31, 2020, the aggregate annual principal payments required to be made on the Company’s debt facilities are as follows: (Dollars in thousands) Amount 2021 $ 61,483 2022 61,483 2023 86,484 2024 61,483 2025 143,532 Thereafter 128,233 Aggregate principal payments required $ 542,698 |