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Scorpio Tankers Inc. Announces Proposed Reopening of 1.75% Convertible Senior Notes due 2031 and Concurrent Stock Repurchase

  • Scorpio Tankers Inc. announced an intention to offer $150.0 million in additional 1.75% convertible senior notes due 2031 via a private Rule 144A offering.
  • The New Notes will form part of the same series as the $375.0 million Initial Notes issued on April 10, 2026, under the same indenture.
  • An option exists to purchase up to an additional $22.5 million of New Notes within a 13-day period starting on the first issuance date.
  • Proceeds will be used to repurchase shares of common stock concurrently with the offering closing, specifically to cover shares sold short by initial investors.
  • The Notes are senior, unsecured obligations maturing on April 15, 2031, bearing interest at 1.75% per annum payable semi-annually.
  • Interest payments begin on October 15, 2026, including accrued interest from April 10, 2026, for the New Notes.
  • Conversion is permitted at the option of holders prior to January 15, 2031 only under specific circumstances, with unrestricted conversion rights available on or after January 15, 2031.
  • The initial conversion rate is 9.9615 shares per $1,000 principal amount, equivalent to a conversion price of approximately $100.39 per share.
  • Settlement upon conversion may occur in cash, common stock, or a combination of both at the Company's election.
  • The Company may redeem the Notes in cash at its option on or after April 20, 2029, if the common stock price exceeds 130% of the conversion price for a specified period.
  • Redemption is also possible if certain changes in tax law occur, subject to specific conditions.
  • Noteholders may require repurchase at par plus accrued interest if a fundamental change in corporate status occurs.
  • The remaining net proceeds after share repurchases will be used for general corporate purposes.
  • The New Notes are unregistered securities offered exclusively to qualified institutional buyers under Rule 144A.
  • Scorpio Tankers currently owns 87 product tankers with an average age of 10.2 years and has agreements to sell nine vessels while constructing ten new vessels for delivery between 2026 and 2029.