Scorpio Tankers Inc. announced that it priced a private offering of $200.0 million aggregate principal amount of additional 1.75% convertible senior notes due 2031. The offering size was increased from the announced offering size of $150.0 million aggregate principal amount of New Notes. The New Notes priced at 110.25% of par, plus accrued interest in the amount of approximately $1.56 per $1,000 principal amount of New Notes from, and including, April 10, 2026, to, but excluding May 12, 2026, and any additional accrued interest from May 12, 2026 if the settlement of the New Notes occurs after that date. The offering of New Notes resulted in gross proceeds of $220.5 million (before any exercise of the initial purchaser’s option to purchase additional New Notes), and a combined yield to maturity of approximately 1.0% for the aggregate series of New Notes and Initial Notes. The New Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The New Notes will be issued pursuant to the same indenture as the Company’s $375.0 million aggregate principal amount of 1.75 % convertible senior notes due 2031 issued on April 10, 2026 and will form a part of the same series of Notes as the Initial Notes. Although the New Notes will initially trade under a different Rule 144A CUSIP number than the Initial Notes, the Company expects that once de-legended, the New Notes will trade with the same CUSIP number as the Initial Notes. The Company also granted to the initial purchaser of the New Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the New Notes are issued, up to an additional $30.0 million aggregate principal amount of New Notes.
The Company has agreed to repurchase, concurrently with the closing of the Offering, 649,427 shares of the Company’s common stock from purchasers of the New Notes in privately negotiated transactions effected with or through the initial purchaser or an affiliate, at a purchase price per share equal to the last reported sale price of $84.69 per share of the Common Stock on the New York Stock Exchange on May 7, 2026.
The Offering is expected to close on May 12, 2026, subject to the satisfaction of certain customary closing conditions. The Notes are senior, unsecured obligations of the Company. The Notes will mature on April 15, 2031, unless earlier converted or repurchased or redeemed by the Company. The Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The interest payment to be made with respect to the New Notes on October 15, 2026, will include interest deemed to have accrued from, and including, April 10, 2026, and the offering price of the New Notes includes such accrued interest.
Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash, shares of the Company’s Common Stock, or a combination of cash and shares of Common Stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of Common Stock, equivalent to a conversion price of approximately $100.39 per share. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described in the two immediately preceding sentences, the Notes will not be redeemable at the Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The Company estimates that the net proceeds from the Offering will be approximately $216.3 million (excluding accrued interest) (or approximately $248.8 million (excluding accrued interest) if the initial purchaser exercises its option to purchase additional Notes in full), after deducting the initial purchaser’s discounts and commissions and the Company’s estimated Offering expenses. The Company intends to use (i) approximately $55.0 million of the net proceeds from the Offering to repurchase 649,427 shares of Common Stock as described above and (ii) the remainder of the net proceeds for general corporate purposes. The Company’s share repurchases could have increased, or prevented a decrease in, the market price of the Common Stock or the Notes.
The New Notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The New Notes and any shares of the Common Stock issuable upon conversion of the New Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.