PrintScorpio Tankers Inc. Announces Proposed Offering of Convertible Senior Notes and Concurrent Stock Repurchase
BY GlobeNewswire | CORPORATE | 04:04 PM EDTMONACO, April 07, 2026 (GLOBE NEWSWIRE) -- Scorpio Tankers Inc.
The Company expects to use a portion of the net proceeds from the Offering to repurchase shares of its common stock (the ?Common Stock?), concurrently with the closing of the Offering. The Company expects to repurchase shares sold short by initial investors in the Offering in privately negotiated transactions effected with or through one of the initial purchasers or an affiliate at a price per share equal to the closing price of the Common Stock on the date of the pricing of the Offering.
The Notes will be senior, unsecured obligations of the Company with interest payable semiannually in arrears and will mature on April 15, 2031, unless earlier converted or redeemed or repurchased by the Company. Upon conversion, the Notes may be settled, at the Company?s election, in cash, shares of the Company?s Common Stock, or a combination of cash and shares of the Common Stock. The interest rate, initial conversion rate and other terms of the Notes will be determined upon pricing of the Offering.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company?s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company?s Common Stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described herein, the Notes will not be redeemable at the Company?s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a ?fundamental change? occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The Company intends to use (i) a portion of the net proceeds from the Offering to repurchase shares of Common Stock as described above and (ii) the remainder of the net proceeds for general corporate purposes. The share repurchases, or the expectation of repurchases, could increase (or reduce the size of any decrease in) the market price of the Common Stock or the Notes prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes.
The Notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any shares of Common Stock issuable upon conversion of the Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy these securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Scorpio Tankers Inc.
Scorpio Tankers Inc.
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. The Company 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 the Company 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, expansion and growth of the Company?s operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected timeframes or at all, 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, the impact of the current and future sanctions that may impact the transportation of petroleum products, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel breakdowns and instances of off?hires, and other factors. Please see the Company?s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.
Contact Information
Scorpio Tankers Inc.
James Doyle - Head of Corporate Development & Investor Relations
Tel: +1 203-900-0559
Email: investor.relations@scorpiotankers.com
Image: https://ml.globenewswire.com/media/N2RiYzYwNjgtNTA2OC00OWYyLTkxMzgtZjJiMGQzYjUzNTM5LTEwOTQ2MTctMjAyNi0wNC0wNy1lbg==/tiny/Scorpio-Tankers-Inc-.png
Image: Primary Logo
Source: Scorpio Tankers Inc.
