International Seaways, Inc. (NYSE:INSW) entered into definitive merger agreement to acquire Diamond S Shipping Inc. (NYSE:DSSI) from Capital Maritime & Trading Corp., WL Ross & Co. LLC, Capital Product Partners L.P. (NasdaqGS:CPLP), Crude Carriers Investments Corp, Miltadis E. Marinakis and Evangelos M. Marinakis and others for approximately $420 million on March 30, 2021. INSW will merge with Diamond S in a stock-for-stock transaction. Diamond S shareholders will receive 0.55375 shares of INSW common stock for each share of Diamond S common stock held. INSW will assume Diamond S' net debt, which was $565 million as of December 31, 2020. Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021. The merger agreement provides for certain termination rights for both INSW and Diamond S and further provides that a termination fee equal to $17 million will be payable by Diamond S, and $19 million will be payable by INSW, in each case, upon termination of the merger agreement. The Board of Directors of INSW will comprise seven representatives of INSW and three representatives of Diamond S. Douglas Wheat, Lois Zabrocky and Jeffrey Pribor will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of INSW, respectively, and the current Chief Executive Officer of Diamond S, Craig Stevenson Jr., will join the Board of Directors of INSW, and also act as a special advisor to the Chief Executive Officer for a 6-month period to ensure a smooth transition.

The transaction is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of a registration statement on Form S-4 in connection with the issuance of INSW Common Stock as merger consideration, which will include a prospectus and a joint proxy statement relating to the INSW special shareholder meeting to approve the issuance of INSW Common Stock as merger consideration and the Diamond S special shareholder meeting to approve the Merger (the “Form S-4”) and absence of any stop order or proceedings by the SEC, the approval of the shares of INSW Common Stock to be issued as merger consideration in the Merger for listing on the NYSE, execution, delivery and effectiveness of the amendments and the A&R Debt Agreements, the lender consents and other customary closing conditions. The board of directors of each of INSW and Diamond S have unanimously approved the Merger Agreement. As of May 26, 2021, the required waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger. As of July 13, 2021, shareholders of International Seaways and Diamond S Shipping has approved the acquisition. The transaction is expected to close in the third quarter of 2021.

Jefferies LLC acted as financial advisor and Jovi Tenev, Randolph DelFranco, Richard B. Furey, James Hohenstein, Douglas I. Youngman, Richard A. Crowley and Andrea L. Buff of Holland & Knight LLP and Benet J. O'Reilly and Kimberly R. Spoerri of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to International Seaways. Moelis & Company LLC acted as financial advisor and John Reiss and Michael A. Deyong of White & Case LLP and Seward & Kissel LLP acted as legal advisors to Diamond S Shipping. Moelis & Company LLC acted as fairness opinion provider to Diamond S Shipping. Jefferies LLC acted as fairness opinion provider to International Seaways. International Seaways will pay an aggregate fee of $6.5 million to Jefferies, of which $2 million become payable upon delivery of Jefferies' opinion to the INSW Board. International Seaways may also pay Jefferies an additional amount, to be determined in its sole discretion, of up to $1 million. David Schwartzbaum of Covington & Burling acted as legal advisor to Jefferies LLC, who acted as a financial advisor to International Seaways, Inc. International Seaways has retained Innisfree M&A Inc. as proxy solicitor, for a fee of $20,000. The transfer agent and registrar for both International Seaways and Diamond S Shipping's common stock is Computershare Trust Company, N.A. Moelis will receive a fee of approximately $8 million from Diamond S, including a fee of approximately $2 million upon having substantially completed its work necessary to deliver its opinion.