MONACO, Might 07, 2026 (GLOBE NEWSWIRE) — Scorpio Tankers Inc. (NYSE: STNG) (the “Firm”) introduced immediately that it priced a non-public providing (the “Providing”) of $200.0 million mixture principal quantity of further 1.75% convertible senior notes due 2031 (the “New Notes”). The providing dimension was elevated from the introduced providing dimension of $150.0 million mixture principal quantity of New Notes. The New Notes priced at 110.25% of par, plus accrued curiosity within the quantity of roughly $1.56 per $1,000 principal quantity of New Notes from, and together with, April 10, 2026, to, however excluding Might 12, 2026, and any further accrued curiosity from Might 12, 2026 if the settlement of the New Notes happens after that date. The providing of New Notes resulted in gross proceeds of $220.5 million (earlier than any train of the preliminary purchaser’s choice to buy further New Notes), and a mixed yield to maturity of roughly 1.0% for the combination collection of New Notes and Preliminary Notes (as outlined beneath). The New Notes will likely be bought solely to individuals fairly believed to be certified institutional patrons pursuant to Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”). The New Notes will likely be issued pursuant to the identical indenture because the Firm’s $375.0 million mixture principal quantity of 1.75 % convertible senior notes due 2031 (the “Preliminary Notes” and, along with the New Notes, the “Notes”) issued on April 10, 2026 and will type an element of the identical collection of Notes because the Preliminary Notes. Though the New Notes will initially commerce beneath a special Rule 144A CUSIP quantity than the Preliminary Notes, the Firm expects that after de-legended, the New Notes will commerce with the identical CUSIP quantity because the Preliminary Notes. The Firm additionally granted to the preliminary purchaser of the New Notes an choice to buy, throughout a 13-day interval starting on, and together with, the primary date on which the New Notes are issued, as much as an extra $30.0 million mixture principal quantity of New Notes.
The Firm has agreed to repurchase, concurrently with the closing of the Providing, 649,427 shares of the Firm’s widespread inventory (the “Widespread Stock”) from purchasers of the New Notes in privately negotiated transactions effected with or by way of the preliminary purchaser or an affiliate, at a purchase order value per share equal to the final reported sale value of $84.69 per share of the Widespread Stock on the New York Stock Trade on Might 7, 2026.
The Providing is anticipated to shut on Might 12, 2026, topic to the satisfaction of sure customary closing circumstances. The Notes are senior, unsecured obligations of the Firm. The Notes will mature on April 15, 2031, until earlier transformed or repurchased or redeemed by the Firm. The Notes bear curiosity at a fee of 1.75% every year, payable semi-annually in arrears on April 15 and October 15 of annually, starting on October 15, 2026. The curiosity fee to be made with respect to the New Notes on October 15, 2026, will embrace curiosity deemed to have accrued from, and together with, April 10, 2026, and the providing value of the New Notes contains such accrued curiosity.
Previous to January 15, 2031, the Notes will likely be convertible on the choice of the holders solely beneath sure circumstances and throughout sure intervals. On or after January 15, 2031, holders might convert their Notes at any time at their election till the shut of enterprise on the second scheduled buying and selling day instantly previous the maturity date. Upon conversion, the Notes could also be settled on the Firm’s election, in money, shares of the Firm’s Widespread Stock, or a mixture of money and shares of Widespread Stock. The preliminary conversion fee for every $1,000 principal quantity of Notes is 9.9615 shares of Widespread Stock, equal to a conversion value of roughly $100.39 per share. The conversion fee and conversion value will likely be topic to adjustment upon the prevalence of sure occasions.
The Notes will likely be redeemable, in complete or partially (topic to sure limitations), for money on the Firm’s choice at any time, and on occasion, on or after April 20, 2029 and on or earlier than the forty first scheduled buying and selling day instantly earlier than the maturity date, if the final reported sale value per share of the Firm’s Widespread Stock exceeds 130% of the conversion value for a specified interval of time and sure different circumstances are glad. As well as, the Firm may have the best to redeem all, however not lower than all, of the Notes if sure adjustments in tax legislation happen and sure different circumstances are glad. Besides as described within the two instantly previous sentences, the Notes is not going to be redeemable on the Firm’s choice previous to the maturity date. The redemption value will likely be equal to the principal quantity of the Notes to be redeemed, plus accrued and unpaid curiosity, if any, to, however excluding, the redemption date.
If sure company occasions that represent a “basic change” happen, then, topic to restricted exceptions, noteholders might require the Firm to repurchase their Notes for money at a value equal to the principal quantity of the Notes to be repurchased, plus accrued and unpaid curiosity, if any, to, however excluding, the relevant repurchase date.
The Firm estimates that the online proceeds from the Providing will likely be roughly $216.3 million (excluding accrued curiosity) (or roughly $248.8 million (excluding accrued curiosity) if the preliminary purchaser workout routines its choice to buy further Notes in full), after deducting the preliminary purchaser’s reductions and commissions and the Firm’s estimated Providing bills. The Firm intends to make use of (i) roughly $55.0 million of the online proceeds from the Providing to repurchase 649,427 shares of Widespread Stock as described above and (ii) the rest of the online proceeds for common company functions. The Firm’s share repurchases may have elevated, or prevented a lower in, the market value of the Widespread Stock or the Notes.
The New Notes had been solely provided to individuals fairly believed to be certified institutional patrons pursuant to Rule 144A beneath the Securities Act. The New Notes and any shares of the Widespread Stock issuable upon conversion of the New Notes, haven’t been, and is not going to be, registered beneath the Securities Act or the securities legal guidelines of some other jurisdiction, and until so registered, is probably not provided or bought in the US besides pursuant to an relevant exemption from such registration necessities. This announcement is neither a suggestion to promote nor a solicitation of a suggestion to purchase securities, nor will there be any supply, solicitation or sale in any jurisdiction wherein such supply, solicitation or sale is illegal.
About Scorpio Tankers Inc.
Scorpio Tankers Inc. is a supplier of marine transportation of petroleum merchandise worldwide. Scorpio Tankers Inc. at the moment owns 87 product tankers (32 LR2 tankers, 41 MR tankers and 14 Handymax tankers) with a median age of 10.2 years. The Firm has reached agreements to promote six MR product tankers and three LR2 product tankers, that are anticipated to shut within the second quarter of 2026. The Firm has additionally reached agreements for 4 MR new buildings which can be at the moment beneath development with deliveries anticipated in 2026 and 2027, 4 LR2 new buildings with deliveries anticipated in 2027 and 2029 and two VLCC new buildings with deliveries anticipated within the second half of 2028. Extra details about the Firm is obtainable on the Firm’s web site www.scorpiotankers.com, which isn’t an element of this press launch.
Ahead-Wanting Statements
Issues mentioned on this press launch might represent forward-looking statements. The Personal Securities Litigation Reform Act of 1995 gives secure harbor protections for forward-looking statements with the intention to encourage firms to supply potential details about their enterprise. Ahead-looking statements embrace statements regarding plans, goals, objectives, methods, future occasions or efficiency, and underlying assumptions and different statements, that are aside from statements of historic information. The Firm wishes to take benefit of the secure harbor provisions of the Personal Securities Litigation Reform Act of 1995 and is together with this cautionary assertion in reference to this secure harbor laws. The phrases “imagine,” “anticipate,” “anticipate,” “estimate,” “intend,” “plan,” “goal,” “challenge,” “probably,” “might,” “will,” “would,” “may” and comparable expressions establish forward-looking statements.
The forward-looking statements on this press launch are based mostly upon varied assumptions, many of that are based mostly, in flip, upon additional assumptions, together with with out limitation, administration’s examination of historic working traits, information contained within the Firm’s information and different information out there from third events. Though administration believes that these assumptions had been cheap when made, as a result of these assumptions are inherently topic to vital uncertainties and contingencies that are tough or unattainable to foretell and are past the Firm’s management, there may be no assurance that the Firm will obtain or accomplish these expectations, beliefs or projections. The Firm undertakes no obligation, and particularly declines any obligation, besides as required by legislation, to publicly replace or revise any forward-looking statements, whether or not in consequence of new info, future occasions or in any other case.
Along with these essential components, different essential components that, within the Firm’s view, may trigger precise outcomes to vary materially from these mentioned within the forward-looking statements embrace unexpected liabilities, future capital expenditures, revenues, bills, earnings, synergies, financial efficiency, indebtedness, monetary situation, losses, future prospects, enlargement and progress of the Firm’s operations, dangers referring to the combination of belongings or operations of entities that it has or might sooner or later purchase and the likelihood that the anticipated synergies and different advantages of such acquisitions is probably not realized inside anticipated timeframes or in any respect, the failure of counterparties to totally carry out their contracts with the Firm, the power of world economies and currencies, common market circumstances, together with fluctuations in constitution charges and vessel values, adjustments in demand for tanker vessel capability, adjustments within the Firm’s working bills, together with bunker costs, drydocking and insurance coverage prices, the marketplace for the Firm’s vessels, availability of financing and refinancing, constitution counterparty efficiency, capability to acquire financing and adjust to covenants in such financing preparations, adjustments in governmental guidelines and laws or actions taken by regulatory authorities, the affect of the present and future sanctions that will affect the transportation of petroleum merchandise, the current army battle in Iran which has had a major direct and oblique affect on the commerce of crude oil and refined petroleum merchandise, potential disruption of transport routes due to accidents or political occasions, potential legal responsibility from pending or future litigation, common home and worldwide political circumstances, which have and might proceed to disrupt sure world transport routes, vessel breakdowns and situations of off-hires, and different components. Please see the Firm’s filings with the SEC for a extra full dialogue of sure of these and different dangers and uncertainties.
Contact Data
Scorpio Tankers Inc.
James Doyle – Head of Company Improvement & Investor Relations Tel: +1 203-900-0559
Electronic mail: investor.relations@scorpiotankers.com
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