8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT

REPORT

**Pursuantto Section 13 OR 15(**d) of the

Securities

Exchange Act of 1934

June 7, 2022

Date of Report (Date of earliest event reported)

InternationalSeaways, Inc.

(Exact Name of Registrant as Specified in Charter)

1-37836-1

Commission File Number

Marshall Islands	98-0467117
(State or other jurisdiction of <br><br>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<br>Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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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 ¨

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Symbol	Name of each exchange on which registered
Common Stock (no par value)	INSW	New York Stock Exchange
8.5% Senior Notes due 2023	INSW - PA	New York Stock Exchange
Rights to Purchase Common Stock	N/A true	New York Stock Exchange

Section 7 – Regulation FD

Item 7.01	Regulation FD Disclosure

FSO JV Sale Transaction

On June 7, 2022, International Seaways, Inc. (the “Company”) issued a press release announcing the Transaction (as defined below), a copy of which is attached hereto as Exhibit 99.1 and the contents of which are incorporated by reference herein. The information contained in Exhibit 99.1 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.

Second Quarter 2022 Dividend

Pursuant to our dividend policy, our Board of Directors has declared a quarterly cash dividend for the second quarter of 2022 in the amount of $0.12 per share. That dividend is payable on June 29, 2022 to all stockholders of record as of the close of business on June 17, 2022.

Section 8 – Other Events

Item 8.01	Other Events

On June 7, 2022 (the “Closing Date”), International Seaways, Inc. (the “Company”), transferred its 50% ownership interest in each of its two joint ventures, TI Africa Limited and TI Asia Limited (each a “JV” and collectively the “JVs”), to its joint venture partner Euronav NV (the “Transaction”) pursuant to a share purchase agreement (the “Agreement”) executed on the Closing Date. Each JV owns a floating storage and offshore (FSO) vessel. The purchase price values the two FSO vessels at $300 million in aggregate. Net of adjustments for working capital and expenses, the Company received approximately $140 million in cash from the sale.

The Agreement contains specified representations, warranties, covenants and indemnification provisions of the parties customary for transactions of this type. In addition, in connection with the Transaction, various other agreements governing the JVs and the JVs’ relationships with their counterparties were also amended to reflect the change in ownership and related matters. The counterparty to the service agreements under which the JVs operate consented to the Transaction.

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 exhibit is furnished with this Form 8-K.

Exhibit No.	Description
99.1	Press Release dated June 7, 2022.

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.<br><br>            (Registrant)
Date:  June 7, 2022	By:		/s/ James D. Small III
		Name:	James D. Small III
		Title:	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

EXHIBIT

INDEX

Exhibit No.	Description
99.1	Press Release dated June 7, 2022.

Exhibit 99.1

INTERNATIONAL SEAWAYSMONETIZES FSO JOINT VENTURE

WITH SALE TO EURONAV ANDINCREASES QUARTERLY CASH DIVIDEND

New York, NY – June 7, 2022 – 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 announced that it has completed a transaction in which the Company has sold its 50% stake in two floating storage and offshore (FSO) vessels to its joint venture partner Euronav NV. The purchase price values the two FSO vessels at $300 million in total. Net of adjustments for working capital and expenses, International Seaways received approximately $140 million in cash from the sale.

The transaction has been approved by North Oil Company (“NOC”), the operator of the Al Shaheen field, whose shareholders are Qatar Energy and Total E&P Golfe Limited. The two FSO vessels have been serving the Al Shaheen field without interruption since 2010.

“Our participation in the FSO joint venture with Euronav has provided stable cash flows for more than 11 years for International Seaways and its predecessor,” commented Lois K. Zabrocky, President and CEO of International Seaways, Inc. “For the past several months, we’ve evaluated options to unlock the value of the joint venture in cash in order to further strengthen our balance sheet and support our long-term value creation strategy, which, over the last five years, has included a transformational merger and vessel purchases at cyclical lows, maintaining a strong balance sheet and returning nearly $100 million in capital to shareholders since the start of 2020. We thank Euronav for their partnership, and we are confident that they will continue to operate these vessels with the highest standards.”

Hugo De Stoop, CEO of Euronav said, “This represents an important strategic milestone for Euronav and allows us to provide in full a significant source of long-term earnings visibility for our shareholders. Euronav has for many years maintained operational control of these assets and it makes sense now for us to assume full economic control. International Seaways has been a strong and reliable partner since 2008 and we are grateful for their support. These operational units have already provided substantial value to our customer since 2010 and the long-term contracts reflect Euronav’s operational capability in diversifying activities beyond the traditional crude oil transportation sector and generating superior returns on capital.”

INCREASED REGULAR CASH DIVIDEND

Additionally, the Company announced that its Board of Directors has declared a cash dividend of $0.12 per share for the second quarter of 2022. The declaration represents an increase of $0.06 per share from the Company’s historical quarterly dividend of $0.06 per share since the start of 2020. The dividend will be paid on June 29, 2022, to shareholders of record at close of business on June 17, 2022.

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 78 vessels, including 13 VLCCs (including three dual-fuel, LNG-powered newbuilds to be delivered in the first quarter of 2023), 13 Suezmaxes, five Aframaxes/LR2s, eight Panamaxes/LR1s and 39 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 the consequences of the Company’s merger with Diamond S and plans to issue dividends, its 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 2021 for the Company, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, 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.

Investor Relations & Media:

Tom Trovato, International Seaways, Inc.

(212) 578-1602

ttrovato@intlseas.com