Diamond S Shipping Inc.
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 (
see
General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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).
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. ☐
$360 Million Facility:
On
May 27, 2021, Diamond S Shipping Inc. (the
“Company”) entered into an Amendment and Restatement Agreement with International Seaways, Inc. (
“INSW”), Nordea
Bank Abp, New York Branch, as Administrative Agent, and certain of the lenders constituting the Required Lenders under that certain credit agreement first dated as of
March 27, 2019 (the
“$360 Million Credit Agreement”) in order to amend and
restate the $360 Million Credit Agreement (as amended and restated, the
“Modified $360 Million Credit Agreement”) to reflect the combined corporate structure of
the Company and INSW resulting from the transactions contemplated by the previously
announced Agreement and
Plan of Merger, dated
March 30, 2021 (the
“Merger Agreement”), by and among
the Company, INSW and Dispatch Transaction Sub, Inc., a wholly-owned subsidiary of INSW (
“Merger Sub”), pursuant to which,
subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company, resulting in the Company surviving the merger as a wholly owned subsidiary of INSW (the
“Merger”).
$525 Million Facility:
On
May 27, 2021,
the Company entered into an Amendment and Restatement Agreement with INSW, Nordea Bank Abp, New York Branch, as Administrative Agent, and
certain of the lenders constituting the Required Lenders under that certain credit agreement first dated as of
December 23, 2019 (the
“$525 Million Credit Agreement”) in order to amend and restate the $525 Million Credit Agreement (as amended and
restated, the
“Modified $525 Million Credit Agreement”) in order to reflect the combined corporate structure of
the Company and INSW resulting from the Merger.
Pursuant to the Modified $360 Million Credit Agreement and the Modified $525 Million Credit Agreement, certain of the covenants relating to the ability to incur indebtedness,
the ability to pay dividends, minimum cash requirements and net debt to capitalization ratios under each facility will be added or modified to more closely align the terms of each modified facility with the existing $390 million credit facility
between a subsidiary of INSW, as borrower, INSW, Nordea Bank Abp, New York Branch, as administrative agent, and the lenders thereto. In addition, INSW will provide a guarantee of
the Company’s obligations under the Modified $360 Million Credit
Agreement and the Modified $525 Million Credit Agreement.
The effectiveness of the Modified $360 Million Credit Agreement and the Modified $525 Million Credit Agreement is subject to, in each case, among other closing conditions, the
consummation of the Merger. Each lender under the $360 Million Credit Agreement and the $525 Million Credit Agreement that consented to the Merger and executed and delivered the amendment and restatement agreement with respect to the $360 Million
Credit Agreement or the $525 Million Credit Agreement will receive a consent fee paid by
the Company equal to 0.20% of the aggregate principal amount of the applicable loans made available by such lender under the Modified $360 Million Credit
Agreement or the Modified $525 Million Credit Agreement (including any undrawn commitments) upon the completion of the Merger.
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.