International Seaways, Inc. entered into definitive merger agreement to acquire Diamond S Shipping Inc. from Capital Maritime & Trading Corp., WL Ross & Co. LLC, Capital Product Partners L.P., Crude Carriers Investments Corp Miltadis E. Marinakis and Evangelos M. Marinakis and others for approximately $420 million.
The transaction is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of a registration statement on Form S-4 in connection with the issuance of INSW Common Stock as merger consideration, which will include a prospectus and a joint proxy statement relating to the INSW special shareholder meeting to approve the issuance of INSW Common Stock as merger consideration and the Diamond S special shareholder meeting to approve the Merger (the Form S-4) and absence of any stop order or proceedings by the SEC, the approval of the shares of INSW Common Stock to be issued as merger consideration in the Merger for listing on the NYSE, execution, delivery and effectiveness of the amendments and the A&R Debt Agreements, the lender consents and other customary closing conditions. The board of directors of each of INSW and Diamond S have unanimously approved the Merger Agreement. As of May 26, 2021, the required waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger. As of July 13, 2021, shareholders of International Seaways and Diamond S Shipping has approved the acquisition. The transaction is expected to close in the third quarter of 2021.
Jefferies LLC acted as financial advisor and Jovi Tenev, Randolph DelFranco, Richard B. Furey, James Hohenstein, Douglas I. Youngman, Richard A. Crowley and Andrea L. Buff of Holland & Knight LLP and Benet J. O'Reilly and Kimberly R. Spoerri of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to International Seaways. Moelis & Company LLC acted as financial advisor and John Reiss and Michael A. Deyong of White & Case LLP and Seward & Kissel LLP acted as legal advisors to Diamond S Shipping. Moelis & Company LLC acted as fairness opinion provider to Diamond S Shipping. Jefferies LLC acted as fairness opinion provider to International Seaways. International Seaways will pay an aggregate fee of $6.5 million to Jefferies, of which $2 million become payable upon delivery of Jefferies' opinion to the INSW Board. International Seaways may also pay Jefferies an additional amount, to be determined in its sole discretion, of up to $1 million. David Schwartzbaum of Covington & Burling acted as legal advisor to Jefferies LLC, who acted as a financial advisor to International Seaways, Inc. International Seaways has retained Innisfree M&A Inc. as proxy solicitor, for a fee of $20,000. The transfer agent and registrar for both International Seaways and Diamond S Shipping's common stock is Computershare Trust Company, N.A. Moelis will receive a fee of approximately $8 million from Diamond S, including a fee of approximately $2 million upon having substantially completed its work necessary to deliver its opinion.