Scorpio Tankers Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
Y7542C106
|
(CUSIP Number)
|
Mr. Emanuele Lauro
9, Boulevard Charles III
Monaco 98000
377-9798-5716
with a copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
October 12, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].
|
CUSIP No.
|
Y7542C106
|
1.
|
NAME OF REPORTING PERSONS
|
||
Scorpio Bulkers Inc.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
(a)
|
[_]
|
||
(b)
|
[X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
||
WC
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
The Republic of the Marshall Islands
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|||
7.
|
SOLE VOTING POWER
|
||
54,054,054
|
|||
8.
|
SHARED VOTING POWER
|
||
-0-
|
|||
9.
|
SOLE DISPOSITIVE POWER
|
||
54,054,054
|
|||
10.
|
SHARED DISPOSITIVE POWER
|
||
-0-
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
PERSON
|
|||
54,054,054
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
CERTAIN SHARES
|
[_]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
10.9%
|
|||
14.
|
TYPE OF REPORTING PERSON
|
||
CO
|
Y7542C106
|
|||
Item 1.
|
Security and Issuer.
|
|||
This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Shares"), of Scorpio Tankers Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Issuer"), having its principal executive offices at 9, Boulevard Charles III, MC 98000, Monaco.
|
||||
Item 2.
|
Identity and Background.
|
|||
This Schedule 13D is being filed on behalf of Scorpio Bulkers Inc., a corporation formed under the laws of the Republic of the Marshall Islands ("SALT" or the "Reporting Person"), which may be deemed the beneficial owner of approximately 10.9% of the Issuer's outstanding Common Shares.
The principal business of SALT is the ownership and operation of drybulk cargo vessels. The principal business address and principal office address of SALT is 9, Boulevard Charles III, MC 98000, Monaco.
The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling persons of SALT is set forth below.
|
Name
|
Principal Occupation and Employment1
|
Citizenship
|
||||
Emanuele A. Lauro
|
Chairman, Director and Chief Executive Officer of the Reporting Person and the Issuer
|
Italy
|
||||
Robert Bugbee
|
Director and President of the Reporting Person and the Issuer
|
Britain
|
||||
Cameron Mackey
|
Chief Operating Officer of the Reporting Person and Director and Chief Operating Officer of the Issuer
|
United States
|
||||
Filippo Lauro
|
Vice President of the Reporting Person and the Issuer
|
Italy
|
||||
Hugh Baker
|
Chief Financial Officer of the Reporting Person
|
United States
|
||||
Anoushka Kachelo
|
Secretary of the Reporting Person and the Issuer
|
Britain
|
||||
Roberto Giorgi
|
Director of the Reporting Person
|
Italy
|
||||
Christian M. Gut
|
Director of the Reporting Person
|
Italy
|
||||
Einar Michael Steimler
|
Director of the Reporting Person
|
Britain
|
||||
James B. Nish
|
Director of the Reporting Person
|
United States
|
||||
Thomas Ostrander
|
Director of the Reporting Person
|
United States
|
The business address of the Reporting Person and each of the Reporting Person's executive officers and directors is 9 Boulevard Charles III, MC 98000, Monaco.
The Reporting Person, and, to the best of its knowledge, the SALT Principals, have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Person, and, to the best of its knowledge, the SALT Principals, have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
|
||
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
The Reporting Person acquired the Common Shares directly from the Issuer in the Issuer's public underwritten offering pursuant to a registration statement on Form F-3 (File no 333-210284) that closed on October 12, 2018 (the "Offering").
|
||
Item 4.
|
Purpose of Transaction.
|
|
Certain of the SALT Principals also serve as executive officers and/or directors of the Issuer. Accordingly, the Reporting Persons may, and certain of the SALT Principals will, continue to influence the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
SALT acquired the Common Shares described in Item 3 solely for investment purposes, through purchases directly from the Issuer in the Offering.
The Reporting Person, at any time and from time to time, may acquire additional Common Shares or dispose of any or all of the Common Shares it owns depending upon an ongoing evaluation of its investment in the Common Shares, prevailing market conditions, factors affecting the Issuer's business or its Common Shares, other investment opportunities, other investment considerations and/or other factors. The Reporting Person further reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's board of directors, the Issuer's shareholders and others. In addition, the Reporting Person is in contact with members of the Issuer's management, the members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.
|
||
Item 5.
|
Interest in Securities of the Issuer.
|
|
(a, b)
|
As of the date of this filing, the Issuer has 495,893,564 Common Shares outstanding (assuming that the option granted to the underwriters in the Offering is not exercised). Based on the foregoing, as of the date of this filing SALT may be deemed to be the beneficial owner of 54,054,054 Common Shares, representing approximately 10.9% of the Issuer's outstanding Common Shares.
As of the date of this filing, the SALT Principals may be deemed to be the beneficial owners of an aggregate of 20,791,842 Common Shares, with the sole power to vote and dispose of the Common Shares that each SALT Principal respectively owns.
|
|
(c)
|
Transactions in the Common Shares effected by the Reporting Person during the past 60 days are set forth on Exhibit A to this Schedule 13D.
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Person or the SALT Principals.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
The Reporting Person has entered into a Registration Rights Agreement with the Issuer pursuant to which the Issuer has agreed to register all of the Reporting Person's Common Shares reported on this Schedule 13D for resale pursuant to the Securities Act of 1933, as amended. The Registration Rights Agreement is filed as an Exhibit to this Schedule 13D.
The Reporting Person is party to a lock-up agreement with certain of the underwriters in the Offering, pursuant to which the Reporting Person has agreed not to dispose of the Common Shares purchased in Offering for a period of 90 days from the date of the prospectus relating to the Offering. The Lock-up Agreement is filed as an Exhibit to this Schedule 13D.
|
||
Item 7.
|
Material to be Filed as Exhibits.
|
|
Exhibit A – Information with respect to Transactions Effected.
Exhibit B – Form of Registration Rights Agreement between the Issuer and the Reporting Person is filed herewith. (Incorporated by reference to Exhibit 99.3 of the Report on Form 6-K of the Issuer filed on October 12, 2018).
Exhibit C – Form of Scorpio Tankers Inc. Lock-Up Agreement.
|
Date: October 22, 2018
|
|||
SCORPIO BULKERS INC.
|
|||
By:
|
/s/ Hugh Baker
|
||
Name:
|
Hugh Baker
|
||
Title:
|
Chief Financial Officer
|
Date of
Transaction |
Number of Common Shares
Purchased (1) |
Price of Common Shares |
October 12, 2018
|
54,054,054
|
$1.85 per share
|
(1) Purchased in the Issuer's public offering pursuant to a registration statement on Form F-3 (File- no 333-210284) that closed on October 12, 2018.
|
October 9, 2018
|
Very truly yours,
|
||
(Name)
|