International Seaways Responds to Seatankers Group
May 30 2023 - 3:30PM
Business Wire
Reiterates Commitment to Delivering Shareholder
Value
Provides Important Context Regarding Engagement
with Seatankers
Recommends Shareholders Vote “FOR” All
International Seaways Directors and All Other Proposals at Upcoming
Annual Meeting
International Seaways, Inc. (NYSE: INSW) (the “Company” or
“INSW”), one of the largest tanker companies worldwide providing
energy transportation services for crude oil and petroleum
products, today issued the following statement in response to the
public letter released this morning by Famatown Finance Limited
(“Seatankers”).
The INSW Board of Directors and management
team are committed to delivering value to all INSW shareholders. To
that end, we want to address the misleading statements made by
Seatankers in its public letter today regarding the Company’s
performance, governance and history of engagement with
Seatankers.
In light of the Company’s upcoming Annual
Meeting, we also want to reiterate the Board’s recommendation that
shareholders vote “FOR” all of the Company’s director nominees and
protect the value of their investment by also voting “FOR” the
ratification of the shareholder rights plan and the other proposals
outlined in the Company’s proxy materials.
Here are the facts:
- INSW has a track record of outperformance and delivering
strong shareholder returns. Our Board and management team have
been executing a balanced capital allocation strategy, which, among
other things, has included:
- A transformational merger in 2021 that added, at the time, 60
vessels to the fleet and gained scale in the MR class, which daily
earnings have grown approximately 220% over the last twelve months
when compared to the 10 year average and more than any other asset
class;
- Recapitalization of the balance sheet, including refinancing
the Company’s largest senior secured facility and repaying over
$212 million in debt over the last twelve months, which have
resulted in an estimated forward cash break even below $17,000 per
day; and
- A focus on returning capital to shareholders, including
returning over $370 million since 2020 and nearly $190 million in
2023 to date.
In large part due to the actions we have
taken, INSW delivered record results in 2022, and our momentum has
continued in 2023. Our total shareholder returns have outperformed
peers over the last year and since our separation from Overseas
Shipholding Group, Inc1 and with our increased scale, diverse and
younger fleet and strong financial position, we are well-positioned
to capture the upside of the favorable macro trends in the tanker
market.
- The Company’s strong performance has been overseen by INSW’s
diverse, highly qualified and experienced Board. Our Board is
composed of directors who bring track records of value creation,
executive leadership experience in the energy and transportation
sectors and M&A and capital allocation expertise to the
oversight of our strategy and performance. We are committed to
diversity as a Board and 40% of our Board is diverse. Notably,
Seatankers is targeting – without explanation – two of the three
women on the Company’s Board, each of whom bring significant
industry experience and expertise, including the Company’s Chief
Executive Officer who has been instrumental in driving the
successful execution of our strategy (including in particular
our value-enhancing merger with Diamond S), and another who served
as Chief Accounting Officer and Company Secretary of Frontline Ltd
and who served as a director of Frontline for over 15 years.
Leading proxy advisors ISS and Glass Lewis have recommended in
favor of each of the Company’s director nominees at the Company’s
Annual Meeting.
- We have engaged extensively with Seatankers over the last
year to reach a constructive resolution. Since they acquired
their stake last year, we have engaged with Seatankers, including
more than ten in-person or virtual engagements, in an attempt to
establish a constructive relationship and allow INSW to focus on
executing our strategy and delivering strong performance. We have
proposed reasonable settlement terms, including a draft cooperation
agreement, the terms of which included Board representation,
together with customary cooperation and standstill provisions that
limit the unnecessary distraction of a proxy fight and protect the
value of our other shareholders’ investment from a hostile takeover
by Seatankers at an inadequate price. While we made our best effort
to engage, Seatankers chose not to respond to our last proposal and
the letter published today is the first we have heard from them
since October 2022. Given Seatankers’ status as a competitor to the
Company, we believe having a reasonable and customary standstill is
critical to allow our other shareholders to realize the full value
of their investments. Seatankers, however, refused to enter into
any settlement that meaningfully restricted their ability to pursue
proxy fights and hostile activity while on the Board. To deter
abusive takeover tactics from Seatankers in the absence of a formal
settlement agreement, we have maintained a shareholder rights plan,
which we are submitting for shareholder ratification at our
upcoming Annual Meeting. Both ISS and Glass Lewis have also
recommended that shareholders vote to ratify the amended and
restated shareholder rights plan.
- Over the course of our engagement with Seatankers, we have
monitored the disruptive and value-destructive actions by
Seatankers’ founder, John Fredriksen, in connection with the failed
Frontline-Euronav transaction. The drawn-out public disputes
involving Fredriksen’s Frontline and Euronav, and actions such as
Frontline’s unilateral termination of their consolidation
agreement, highlight the risks to shareholder value that could be
realized by Seatanker’s disruptive tactics. Our Board and
management are committed to acting in the best interest of
all shareholders and will
continue to take actions to protect shareholder value, while
continuing to deliver strong performance through focused execution
and our balanced capital allocation strategy. The INSW Board and
management team are open-minded with respect to all value creation
opportunities and will continue to take actions that are in the
best interest of the Company and all of its shareholders.
International Seaways recommends shareholders vote “FOR” all
of the proposals included in the Company’s proxy materials,
including for all of the Company’s director nominees and the
amended and restated shareholder rights plan, at upcoming Annual
Meeting scheduled for June 6, 2023.
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. International
Seaways owns and operates a fleet of 76 vessels, including 13
VLCCs, 13 Suezmaxes, five Aframaxes/LR2s, eight LR1s and 37 MR
tankers. International Seaways has an experienced team committed to
the very best operating practices and the highest levels of
customer service and operational efficiency. International Seaways
is headquartered in New York City, NY. Additional information is
available at https://www.intlseas.com.
Forward-Looking Statements This release contains
forward-looking statements. In addition, the Company may make or
approve certain statements in future filings with the U.S.
Securities and Exchange Commission (SEC), in press releases, or in
oral or written presentations by representatives of the Company.
All statements other than statements of historical facts should be
considered forward-looking statements. These matters or statements
may relate to plans to issue dividends, the Company’s prospects,
including statements regarding vessel acquisitions, expected
synergies, trends in the tanker markets, and possibilities of
strategic alliances and investments. Forward-looking statements are
based on the Company’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 2022 for the Company, the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2023,
and in similar sections of other filings made by the Company with
the SEC from time to time. The Company assumes no obligation to
update or revise any forward-looking statements. Forward-looking
statements and written and oral forward-looking statements
attributable to the Company or its representatives after the date
of this release are qualified in their entirety by the cautionary
statements contained in this paragraph and in other reports
previously or hereafter filed by the Company with the SEC.
Additional Information and Where to Find It This
communication relates to the solicitation of proxies by the Company
in connection with its upcoming 2023 Annual Meeting of
Stockholders, to be held on June 6, 2023 (the “2023 Annual
Meeting”). In connection with the solicitation of proxies for the
2023 Annual Meeting, the Company has filed with the SEC a
Definitive Proxy Statement, dated April 24, 2023, together with a
proxy card (the “2023 Proxy Statement”). This communication is not
a substitute for the 2023 Proxy Statement or any other document
that the Company may file with the SEC or send to its stockholders
in connection with the 2023 Annual Meeting of Stockholders. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC, INCLUDING THE 2023 PROXY STATEMENT, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY. These documents, including the 2023
Proxy Statement (and any amendments or supplements thereto) and
other documents filed by the Company with the SEC, are available
for no charge at the SEC’s website at http://www.sec.gov and at the
Company’s investor relations website at
https://www.intlseas.com/investor-relations/overview/default.aspx.
Participants in the Solicitation of Proxies Under SEC
rules, the Company and certain of its directors, executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in connection with 2023 Annual Meeting. Information
about the directors and executive officers of the Company and their
ownership of the Company’s common stock is set forth in the 2023
Proxy Statement, the Company’s Annual Report on Form 10-K for the
year ended December 31, 2022, and in other documents filed by the
Company with the SEC. These documents can be obtained free of
charge from the sources indicated above. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the 2023 Proxy Statement.
Investors should read the 2023 Proxy Statement carefully before
making any voting or investment decisions. Free copies of the 2023
Proxy Statement and such other materials may be obtained as
described in the preceding paragraph.
1 Total shareholder return defined as compound total return,
with dividends reinvested on the ex-date. Performance calculated as
of 5/26/23. Performance Peer Group based on market cap weighted
average of Ardmore Shipping Corporation (NYSE: ASC); DHT Holdings,
Inc. (NYSE: DHT); Euronav NV (NYSE: EURN); Frontline LTD (NYSE:
FRO); Scorpio Tankers Inc. (NYSE: STNG); Tsakos Energy Navigation
Limited (NYSE: TNP); Teekay Tankers Ltd. (NYSE: TNK); and TORM plc
(NYSE: TRMD).
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version on businesswire.com: https://www.businesswire.com/news/home/20230530005623/en/
Investor Relations & Media: Tom Trovato,
International Seaways, Inc. (212) 578-1602
ttrovato@intlseas.com
Matt Sherman / Aaron Palash / Haley Salas Joele Frank, Wilkinson
Brimmer Katcher (212) 355-4449
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