International Seaways Expands VLCC Fleet Through Combination with Bruton

[By International Seaways]

International Seaways, Inc. (NYSE: INSW), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products, today announced the execution of agreements to acquire Bruton Limited (OSL: BRUT), in a series of transactions that values Bruton at approximately $370 million.

The transaction combines Bruton’s 4 VLCC vessels, including newbuildings, with Seaways diversified fleet of approximately 70 vessels across both the crude and product segments.

Seaways has entered into exchange agreements with Bruton shareholders holding approximately 50.5% of Bruton’s outstanding common shares, to immediately acquire those shares in exchange for 0.0519 INSW shares for each Bruton share held (the “First-Step Exchange”). The First-Step Exchange transactions are expected to settle on or about October 20, 2026.

Seaways has also entered into a definitive transaction agreement with Bruton, pursuant to which the Company will acquire all of the Bruton shares that remain outstanding following the completion of the First-Step Exchange in a cash and stock merger (the “Merger” and, together with the First-Step Exchange, the “Transactions”). Seaways expects to issue approximately 3.12 million INSW shares in the Transactions, representing approximately 96% of the aggregate consideration payable in the Transactions, with the remainder settled in cash.

Bruton will hold a special meeting of shareholders on or about October 30, 2026, to vote on the proposed Merger. The Bruton shareholders party to the First-Step Exchange have agreed to vote their shares in favor of the Merger. The Merger is expected to close promptly following the Bruton special meeting of shareholders, subject to the satisfaction of other customary closing conditions. Additional details with respect to the structure of the Transactions will be included in the Company’s current report on Form 8-K, expected to be filed today with the SEC.

Lois K. Zabrocky, International Seaways President and CEO commented, “We're excited about the opportunity to expand and modernize our fleet through this accretive transaction with Bruton. The transaction underscores our disciplined approach to growth. Following completion of the transaction, Seaways will remain well-positioned to continue executing on our growth strategy, generating attractive returns and creating long-term value for our shareholders.”

Preliminary Third Quarter 2026 Results

The Company also today announced selected preliminary financial results for the third quarter of 2026.

Based on information currently available, the Company expects:

•    Shipping Revenues and Other Operating Revenues of approximately $480-$490 million
•    Net income of approximately $340-$350 million, which includes a gain on the sale of a 2012-built Suezmax of approximately $50 million
•    Total Liquidity was approximately $965 million as of September 30, 2026, including cash (and short-term investments) of $455 million and $510 million of undrawn revolving credit capacity.

Results for the third quarter were driven primarily by strong market conditions that resulted in blended spot earnings of approximately $68,000 per day compared to $79,000 per day in the second quarter of 2026 and $29,000 per day in the third quarter of 2025. During the first three weeks of the fourth quarter, the Company has fixed blended spot earnings of approximately $180,000 per day on about 37% of expected fourth quarter revenue days. Blended spot earnings exclude revenues associated with profit-share components of the Company’s time charters.

These preliminary results are based on management's initial review of operations for the quarter and are subject to completion of the Company's financial closing procedures. Actual results may differ from these preliminary estimates and will be reported in the Company's full earnings release on November 5, 2026.

Advisors

Moelis & Company LLC and Clarksons Securities AS acted as financial advisors, and Wachtell, Lipton, Rosen & Katz, Schjødt and Carey Olsen acted as legal advisors, to Seaways. Morgan Stanley & Co. LLC and Pareto Securities AS acted as financial advisors, and Ro Sommernes and Conyers Dill & Pearman LLP acted as legal advisors, to Bruton.