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Get filing alertsInternational Seaways to acquire Bruton Limited for ~$370M, adding 4 VLCCs; ~50.5% of Bruton shares committed
Filed October 16, 2026 · Period ending October 16, 2026 · ~2 min read
Key Changes
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International Seaways will acquire Bruton Limited in a transaction valuing Bruton at approximately $370 million, adding 4 VLCC vessels to its fleet.
Exhibit 99.1 view on EDGAR → -
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Certain Bruton shareholders holding about 50.5% of outstanding common shares have agreed to exchange their shares for INSW stock and vote in favor of the merger.
Item 1.01 verify on EDGAR → -
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The transaction is predominantly stock-based: Seaways expects to issue approximately 3.12 million INSW shares, representing about 96% of aggregate consideration, with the remainder in cash.
Exhibit 99.1 view on EDGAR → -
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Preliminary Q3 2026 results: shipping and other operating revenues of $480-$490 million; net income of $340-$350 million, including a ~$50 million gain on sale of a Suezmax vessel.
Exhibit 99.1 view on EDGAR → -
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Total liquidity was approximately $965 million as of September 30, 2026, including $455 million in cash and short-term investments and $510 million of undrawn revolving credit capacity.
Exhibit 99.1 view on EDGAR →
Summary
International Seaways has agreed to acquire Bruton Limited, a Bermuda-incorporated company, in a transaction valued at approximately $370 million. The deal will be executed through a two-step process: first, an exchange of about 50.5% of Bruton's shares for INSW stock at a ratio of 0.05190 INSW shares per Bruton share, followed by a statutory merger for the remaining shares.
Small Bruton holders (10,000 shares or fewer) will receive $6.3044 per share in cash. The merger is expected to close by November 15, 2026, with a Bruton shareholder vote scheduled for around October 30, 2026. The acquisition adds four VLCC vessels to Seaways' fleet of about 70 vessels.
The consideration is heavily stock-based, with approximately 96% of the total paid in INSW shares, limiting cash outflow but diluting existing shareholders. The company also disclosed preliminary third-quarter 2026 results: shipping and other operating revenues of $480-$490 million and net income of $340-$350 million, which includes a one-time gain of about $50 million from the sale of a Suezmax vessel. Total liquidity stood at approximately $965 million at quarter-end. For retail holders, the key considerations are the fleet expansion and the stock-heavy financing structure. The committed support from holders of 50.5% of Bruton shares reduces deal risk, but the issuance of roughly 3.12 million new INSW shares will dilute existing ownership. The preliminary Q3 figures show strong earnings, though the net income includes a non-recurring vessel sale gain. The transaction is expected to close within a month, subject to shareholder approval and customary conditions.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
to exchange each of the Bruton Common Shares underlying its NDRs for 0.05190 shares of Parent common stock, no par value per share (the “Parent Common Stock,” and such exchange ratio the “Per Share Stock Consideration”)
Each Bruton common share held by exchanging holders will be exchanged for 0.05190 shares of International Seaways common stock. This sets the stock consideration for the largest Bruton shareholders.
Added in current filing · verify on EDGAR →
each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of 10,000 or fewer Bruton Common Shares will receive cash consideration of $6.3044 per share.
Bruton shareholders holding 10,000 or fewer shares will receive $6.3044 per share in cash instead of stock. This cash-out provision simplifies the shareholder base and avoids issuing fractional shares to small holders.
Added in current filing · verify on EDGAR →
including if the Merger has not been consummated on or before November 15, 2026 or upon an uncured material breach by the other party.
The merger must close by November 15, 2026, or either party may terminate the agreement. Bruton's shareholder vote is expected on or about October 30, 2026, with closing promptly thereafter.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
the parties also entered into a Statutory Merger Agreement under Bermuda law (the “Statutory Merger Agreement”) to effect the Merger under Bermuda law.
A separate statutory merger agreement was executed to effect the merger under Bermuda law. This is a procedural step required for the Bermuda-incorporated target.
Event · Item 3.02 — Unregistered Sales of Equity Securities
International Seaways discloses unregistered share issuances tied to a merger and exchange agreements.
Added in current filing · verify on EDGAR →
The issuances of shares of Parent Common Stock in the transactions contemplated by the Transaction Agreement and the Exchange Agreements (collectively, the “Transactions”) will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The company will issue shares of Parent Common Stock in connection with a Transaction Agreement and Exchange Agreements. These issuances will not be registered under the Securities Act, relying instead on private placement and Rule 802 exemptions.
Added in current filing · verify on EDGAR →
The shares of Parent Common Stock issued in the Exchanges will be issued in a private placement in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act, and the shares of Parent Common Stock issued in the Merger will be issued in reliance upon the exemption from registration provided by Rule 802 under the Securities Act.
The filing specifies the legal exemptions used: Section 4(a)(2) for the exchange-related shares and Rule 802 for the merger-related shares. This indicates the transactions are structured to avoid public registration requirements.
Event · Item 7.01 — Regulation FD Disclosure
International Seaways furnished a press release announcing a merger with Bruton and preliminary Q3 2026 operating results.
Added in current filing · verify on EDGAR →
On October 16, 2026, Parent issued a press release announcing the Transactions, which press release also includes certain preliminary operating results of Parent for the third quarter of 2026.
The company announced a proposed merger involving the acquisition of Bruton, a non-U.S. company. The press release also contains preliminary third-quarter 2026 operating results, though no specific figures are disclosed in the 8-K body itself.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The following information, including Exhibit 99.1 to this Current Report, is being furnished pursuant to Item 7.01 — Regulation FD Disclosure of Form 8-K.
The information is being furnished, not filed, under Regulation FD. This means it is not incorporated by reference into any Securities Act registration statements and carries different legal weight than a filed document.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
today announced the execution of agreements to acquire Bruton Limited (OSL: BRUT) (“Bruton”), in a series of transactions that values Bruton at approximately $370 million.
Seaways will acquire Bruton in two steps: a First-Step Exchange for 50.5% of Bruton shares at 0.0519 INSW shares per Bruton share, followed by a cash-and-stock merger for the remainder. The deal adds 4 VLCC vessels to Seaways' fleet of about 70 vessels.
Added in current filing · view on EDGAR →
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.
The transaction is predominantly stock-based, with about 96% of consideration paid in INSW shares and the rest in cash. This limits cash outflow but dilutes existing shareholders.
Added in current filing · view on EDGAR →
Shipping Revenues and Other Operating Revenues of approximately $480-$490 million
These are preliminary figures subject to completion of financial closing procedures.
Added in current filing · view on EDGAR →
Net income of approximately $340-$350 million, which includes a gain on the sale of a 2012-built Suezmax of approximately $50 million
Excluding that gain, core net income would be roughly $290-$300 million.
Added in current filing · view on EDGAR →
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.
Seaways ended Q3 with about $965 million in total liquidity. Blended spot earnings were approximately $68,000 per day in Q3 2026, down from $79,000 in Q2 2026 but up sharply from $29,000 in Q3 2025. For the first three weeks of Q4, the company has fixed about $180,000 per day on roughly 37% of expected Q4 revenue days.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 19, 2026 · How we verify