Scorpio Tankers Inc. (NYSE:STNG) (“Scorpio Tankers,” or the
“Company”) announced today that it has entered into separate,
privately negotiated agreements with certain holders of its
outstanding 2.375% Convertible Senior Notes due 2019 (the “Existing
Notes”) to exchange approximately $175 million in aggregate
principal amount of the Existing Notes for approximately $175
million in aggregate principal amount of new 3.00% Convertible
Senior Notes due 2022 (the “Exchange Notes” and such transaction,
the “Exchange Offer”).
The Exchange Notes will be senior, unsecured
obligations of the Company and will bear interest at a rate of
3.00% per year. Interest will be payable semi-annually in
arrears on November 15 and May 15 of each year, beginning on
November 15, 2018. The Exchange Notes will mature on May 15,
2022, unless earlier converted, redeemed or repurchased in
accordance with their terms.
The Exchange Notes are freely convertible at the
option of the holder on or after January 1, 2019, and may be
converted prior to January 1, 2019 under the circumstances and
during the periods specified in the indenture governing the
Exchange Notes (the “Indenture”). Upon conversion of the Exchange
Notes, holders will receive shares of the Company’s common
stock.
The conversion rate for the Exchange Notes is
initially 250 common shares per $1,000 principal amount of Exchange
Notes (equivalent to an initial conversion price of approximately
$4.00 per share of the Company’s common stock), and is subject to
adjustment upon the occurrence of certain events. In addition,
holders who convert their Exchange Notes in connection with a
make-whole fundamental change (as defined in the Indenture), will,
under certain circumstances, be entitled to a make-whole premium in
the form of an increase in the applicable conversion rate.
Holders of the Exchange Notes will have the right,
at their option, to require the Company to repurchase such holders’
notes if the Company undergoes a fundamental change (as defined in
the Indenture), at a repurchase price equal to 100% of the
principal amount of the Exchange Notes on the fundamental change
repurchase date, plus accrued and unpaid interest, if any, up to,
but excluding, such repurchase date.
Closing of the Exchange Offer is expected to occur
on or about May 14, 2018, subject to customary closing conditions.
The Company anticipates $173.5 million in aggregate principal
amount of Existing Notes will remain outstanding following closing
of the Exchange Offer.
This Exchange Offer is separate and additional to
the Company’s announcement of new financing initiatives on April
25, 2018, for which the Company expects to make announcements for
further individual transactions in the coming weeks.
This press release is neither an offer to sell nor
a solicitation of an offer to buy the Exchange Notes, nor shall
there be any sale of the Exchange Notes in any state or
jurisdiction in which such offer, solicitation or sale is unlawful.
The Exchange Notes and the common shares issuable upon conversion
of the Exchange Notes have not been, and will not be, registered
under the Securities Act of 1933, as amended (the “Securities Act”)
or the securities laws of any other jurisdiction and may not be
offered or sold absent registration or an applicable exemption from
the registration requirements under the Securities Act.
About Scorpio Tankers Inc.
Scorpio Tankers is a provider of marine
transportation of petroleum products worldwide. The Company
currently owns or finance leases 109 product tankers (38 LR2
tankers, 12 LR1 tankers, 45 MR tankers and 14 Handymax tankers)
with an average age of 2.7 years and time or bareboat charters-in
18 product tankers (two LR2 tankers, nine MR tankers and seven
Handymax tankers).
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts. Scorpio Tankers desires to take
advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The
words “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “target,” “project,” “likely,” “may,” “will,” “would,”
“could” and similar expressions identify forward-looking
statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating
trends, data contained in the Company’s records and other data
available from third parties. Although management believes that
these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond the Company’s control, there can be no assurance that
Scorpio Tankers will achieve or accomplish these expectations,
beliefs or projections. The Company undertakes no obligation, and
specifically declines any obligation, except as required by law, to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
In addition to these important factors, other
important factors that, in the Company’s view, could cause actual
results to differ materially from those discussed in the
forward-looking statements include, unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the
management, expansion and growth of the Company’s operations, risks
relating to the integration of the operations of Navig8 Product
Tankers Inc. (“NPTI”) and the possibility that the anticipated
synergies and other benefits of the acquisition of NPTI will not be
realized or will not be realized within the expected timeframe, the
outcome of any legal proceedings related to the merger with NPTI
and the related transactions, the failure of counterparties to
fully perform their contracts with the Company, the strength of
world economies and currencies, general market conditions,
including fluctuations in charter rates and vessel values, changes
in demand for tanker vessel capacity, changes in the Company’s
operating expenses, including bunker prices, drydocking and
insurance costs, the market for the Company’s vessels, availability
of financing and refinancing, charter counterparty performance,
ability to obtain financing and comply with covenants in such
financing arrangements, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential
liability from pending or future litigation, general domestic and
international political conditions, potential disruption of
shipping routes due to accidents or political events, vessels
breakdowns and instances of off-hires, and other factors. Please
see Scorpio Tankers’ filings with the U.S. Securities and Exchange
Commission for a more complete discussion of certain of these and
other risks and uncertainties.
Contact Information
Scorpio Tankers Inc.(212) 542-1616
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