424B5 1 d8720474_424b-5.htm
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-230469



CALCULATION OF REGISTRATION FEE

         
 
Title of Each Class of Securities to be Registered (1)
 
Proposed Maximum
Aggregate Offering
Price
 
Amount of
Registration Fee (2)
7.00% Fixed Rate Senior Unsecured Notes due 2025
 
$75,000,000
 
$8,182.50
 
 
(1)
The securities registered herein are offered pursuant to an automatic shelf registration statement on Form F-3 (Registration No. 333-230469) filed by Scorpio Tankers Inc., effective March 22, 2019.


(2)
Calculated in accordance with Rule 457(r) and made in accordance with Rule 456(b) under the Securities Act of 1933, as amended.






PROSPECTUS SUPPLEMENT
(To Prospectus dated March 22, 2019)
$75,000,000
7.00% Fixed Rate Senior Unsecured Notes due 2025
_______________________
We have entered into a Note Distribution Agreement (the “Distribution Agreement”) with B. Riley Securities, Inc., as sales agent (the “Agent”), dated January 12, 2021, under which we may offer and sell, from time to time, up to $75,000,000 aggregate principal amount of our 7.00% Fixed Rate Senior Unsecured Notes due 2025 (the “Notes”), as described in this prospectus supplement and the accompanying prospectus. The Notes may be offered over a period of time, and from time to time, through the Agent, in accordance with the terms of the Distribution Agreement.
The Notes offered hereby are Additional Notes (as defined herein) issued under the Indenture (as defined herein) pursuant to which we previously issued $28.1 million aggregate principal amount of Notes on May 29, 2020 (the “Initial Notes”). The Notes will have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and be fungible with, the Initial Notes immediately upon issuance, including for purposes of notices, consents, waivers, amendments and any other action permitted under the Indenture. Unless the context otherwise requires, references to the “Notes” will not include the Initial Notes.
Interest on the Notes will accrue at a rate of 7.00% per year from the most recent interest payment date immediately preceding the respective dates of issuance of the Notes from time to time, except that Notes purchased after the record dates noted below, but prior to the interest payment date immediately following such record date (or if settlement of a purchase of Notes otherwise occurs after such record date but prior to the interest payment date immediately following such record date), will not begin to accrue interest until the interest payment date immediately following such record date. Interest on the Notes is payable quarterly in arrears on the 30th day of March, June, September and December of each year, to holders of record of the Notes at the close of business on the 15th day of March, June, September and December, respectively, of each year (whether or not that date is a business day), immediately preceding such interest payment date. The Notes will mature on June 30, 2025.



We may redeem the Notes for cash, in whole or in part, at any time at our option (i) on or after June 30, 2022 and prior to June 30, 2023, at a redemption price equal to 102% of the principal amount to be redeemed, (ii) on or after June 30, 2023 and prior to June 30, 2024, at a redemption price equal to 101% of the principal amount to be redeemed, and (iii) on or after June 30, 2024 and prior to maturity, at a redemption price equal to 100% of the principal amount to be redeemed, in each case, plus accrued and unpaid interest to, but excluding, the date of redemption, as described in “Description of Notes—Optional Redemption.” In addition, we may redeem the Notes, in whole, but not in part, at any time at our option prior to June 30, 2022, at a redemption price equal to 104% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain change of control events, as described under “Description of Notes—Optional Redemption Upon Change of Control.”
The Notes will be our senior unsecured obligations and will rank equally with all of our existing and future senior unsecured and unsubordinated debt. The Notes will be effectively subordinated to our existing and future secured debt, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all existing and future debt and other liabilities of our subsidiaries. The Notes will be issued in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof.
The Initial Notes are, and the Notes (when issued) will be, listed on the New York Stock Exchange (the “NYSE”) under the symbol “SBBA.” On January 11, 2021, the last reported sale price per Note on the NYSE was $25.03. The Notes are expected to trade “flat,” which means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not reflected in the trading price.
Sales of the Notes, if any, under this prospectus supplement and accompanying prospectus may be made through the Agent in transactions involving an offering of the Notes into the existing trading market for the Initial Notes at other than a fixed price, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agent is not required to sell any specific number of the Notes, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the Agent and us. See “Plan of Distribution” for further information.
The Notes to which this prospectus supplement and the accompanying prospectus relate will be offered and sold through the Agent over a period of time and from time to time, as sales agent or principal. Under the Distribution Agreement, the Agent will be entitled to compensation equal to 2.5% of the gross proceeds from each sale of the Notes sold through it as our agent. In connection with the sale of the Notes on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent may be deemed to be underwriting commissions or discounts. There is no arrangement to place proceeds of the offering in escrow, trust or similar arrangement.
_______________________
An investment in the Notes involves risk. Before you make an investment in the Notes, you should carefully consider the section entitled “Risk Factors” beginning on page S-17 of this prospectus supplement, and other risk factors contained in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
Delivery of the Notes in book-entry form only through the Depository Trust Company will be made on or about the second trading date following the date of purchase.
_______________________

B. Riley Securities
The date of this prospectus supplement is January 12, 2021.


TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

ABOUT THIS PROSPECTUS
S-i
ENFORCEMENT OF CIVIL LIABILITIES
S-ii
PROSPECTUS SUMMARY
S-1
THE OFFERING
S-8
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
S-11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-14
RISK FACTORS
S-17
USE OF PROCEEDS
S-22
CAPITALIZATION
S-23
BUSINESS
S-25
MANAGEMENT
S-32
DESCRIPTION OF NOTES
S-36
DESCRIPTION OF OTHER INDEBTEDNESS
S-60
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-64
MARSHALL ISLANDS TAX CONSIDERATIONS
S-67
PLAN OF DISTRIBUTION
S-68
EXPENSES
S-70
LEGAL MATTERS
S-71
EXPERTS
S-71
WHERE YOU CAN FIND ADDITIONAL INFORMATION
S-72


BASE PROSPECTUS
 
ABOUT THIS PROSPECTUS
1
PROSPECTUS SUMMARY
1
RISK FACTORS
2
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
3
USE OF PROCEEDS
5
CAPITALIZATION
6
PLAN OF DISTRIBUTION
7
DESCRIPTION OF CAPITAL STOCK
9
DESCRIPTION OF DEBT SECURITIES
10
DESCRIPTION OF WARRANTS
15
DESCRIPTION OF PURCHASE CONTRACTS
16
DESCRIPTION OF RIGHTS
17
DESCRIPTION OF UNITS
18
TAX CONSIDERATIONS
19
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
20
EXPENSES
21
LEGAL MATTERS
22
EXPERTS
22
WHERE YOU CAN FIND ADDITIONAL INFORMATION
22




ABOUT THIS PROSPECTUS
This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission”) using a shelf registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the base prospectus. The second part, the accompanying base prospectus, gives more general information about securities we may offer from time to time, some of which does not apply to this offering. Generally, when we refer only to the prospectus, we are referring to both parts combined; when we refer to the accompanying base prospectus, we are referring to the base prospectus; and when we refer to the prospectus supplement, we are referring to the prospectus supplement.
If the description of this offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and the documents incorporated into each by reference include important information about us, the Notes being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying base prospectus together with additional information described under the heading, “Where You Can Find Additional Information” before investing in the Notes.
We have authorized only the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Agent has authorized anyone to provide you with information that is different. We and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are offering to sell, and seeking offers to buy, the Notes only in jurisdictions where offers and sales are permitted. The information contained or incorporated by reference in this document is accurate only as of the date such information was issued, regardless of the time of delivery of this prospectus supplement or any sale of the Notes.
We prepare our financial statements, including all of the financial statements incorporated by reference in this prospectus supplement, in U.S. dollars and in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). We have a fiscal year end of December 31.
Unless the context otherwise requires, when used in this prospectus supplement, the terms “Scorpio Tankers,” the “Company,” “we,” “our” and “us” refer to Scorpio Tankers Inc. and its subsidiaries. “Scorpio Tankers Inc.” refers only to Scorpio Tankers Inc. and not its subsidiaries. “Scorpio” refers to the Scorpio group of companies. Additionally, as used herein, “SLR2P” refers to the Scorpio LR2 Pool, “SLR1P” refers to the Scorpio LR1 Pool, “SMRP” refers to the Scorpio MR Pool, and “SHTP” refers to the Scorpio Handymax Tanker Pool, which are spot market-oriented tanker pools in which certain of our vessels operate. We refer to collectively to these pools as the “Scorpio Pools”, which are managed by companies that are members of the Scorpio group of companies. The financial information included or incorporated by reference in this prospectus represents our financial information and the operations of our subsidiaries. Unless otherwise indicated, all references to currency amounts in this prospectus are in U.S. dollars.
S-i


ENFORCEMENT OF CIVIL LIABILITIES
We are a Marshall Islands company, and our principal executive office is located outside of the United States in Monaco, although we also have an office in New York. Some of our directors, officers and the experts named in this prospectus supplement reside outside the United States. In addition, a substantial portion of our assets and the assets of certain of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against us or these persons.
S-ii









PROSPECTUS SUMMARY
This section summarizes some of the key information that is contained or incorporated by reference in this prospectus. It may not contain all of the information that may be important to you. As an investor or prospective investor, you should review carefully the entire prospectus, any free writing prospectus that may be provided to you in connection with the offering of the Notes and the information incorporated by reference in this prospectus, including the sections entitled “Risk Factors” on page S-17 of this prospectus supplement; on page 2 of the accompanying base prospectus, and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on March 31, 2020, which is incorporated by reference into this prospectus.
Our Company
We provide seaborne transportation of refined petroleum products worldwide. As of January 8, 2021, we operate a fleet consisting of 135 wholly-owned, finance leased or bareboat chartered-in tankers (42 LR2, 12 LR1, 63 MR and 18 Handymax) with a weighted average age of approximately 5.1 years, which we refer to collectively as our Operating Fleet.
Our Operating Fleet
The following table sets forth certain information regarding our Operating Fleet as of January 8, 2021:
 
Vessel Name
 
Year Built
 
DWT
 
Ice class
 
Employment
 
Vessel type
 
Scrubber
 
Owned, sale leaseback and bareboat chartered-in vessels
               
1
STI Brixton
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
2
STI Comandante
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
3
STI Pimlico
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
4
STI Hackney
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
5
STI Acton
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
6
STI Fulham
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
7
STI Camden
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
8
STI Battersea
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
9
STI Wembley
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
10
STI Finchley
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
11
STI Clapham
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
12
STI Poplar
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
13
STI Hammersmith
 
2015
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
14
STI Rotherhithe
 
2015
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
15
STI Amber
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
16
STI Topaz
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
17
STI Ruby
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
18
STI Garnet
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
19
STI Onyx
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes


S-1




20
STI Fontvieille
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
21
STI Ville
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
22
STI Duchessa
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
23
STI Opera
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
24
STI Texas City
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
25
STI Meraux
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
26
STI San Antonio
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
27
STI Venere
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
28
STI Virtus
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
29
STI Aqua
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
30
STI Dama
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
31
STI Benicia
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
32
STI Regina
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
33
STI St. Charles
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
34
STI Mayfair
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
35
STI Yorkville
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
36
STI Milwaukee
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
37
STI Battery
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
38
STI Soho
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
39
STI Memphis
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
40
STI Tribeca
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
41
STI Gramercy
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
42
STI Bronx
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
43
STI Pontiac
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
44
STI Manhattan
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
45
STI Queens
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
46
STI Osceola
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
47
STI Notting Hill
 
2015
 
49,687 
   
1B
 
SMRP (2)
 
MR
 
Yes
48
STI Seneca
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
49
STI Westminster
 
2015
 
49,687 
   
1B
 
SMRP (2)
 
MR
 
Yes
50
STI Brooklyn
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
51
STI Black Hawk
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
52
STI Galata
 
2017
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
53
STI Bosphorus
 
2017
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
54
STI Leblon
 
2017
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
55
STI La Boca
 
2017
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes







S-2




56
STI San Telmo
 
2017
 
49,990 
   
1B
 
SMRP (2)
 
MR
 
Not Yet Installed
57
STI Donald C Trauscht
 
2017
 
49,990 
   
1B
 
SMRP (2)
 
MR
 
Not Yet Installed
58
STI Esles II
 
2018
 
49,990 
   
1B
 
SMRP (2)
 
MR
 
Not Yet Installed
59
STI Jardins
 
2018
 
49,990 
   
1B
 
SMRP (2)
 
MR
 
Not Yet Installed
60
STI Magic
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
61
STI Majestic
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
62
STI Mystery
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
63
STI Marvel
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
64
STI Magnetic
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
65
STI Millennia
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
66
STI Master
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
67
STI Mythic
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
68
STI Marshall
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
69
STI Modest
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
70
STI Maverick
 
2019
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
71
STI Miracle
 
2020
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
72
STI Maestro
 
2020
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
73
STI Mighty
 
2020
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
74
STI Maximus
 
2020
 
50,000 
   
 
SMRP (2)
 
MR
 
Yes
75
STI Excel
 
2015
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Not Yet Installed
76
STI Excelsior
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Not Yet Installed
77
STI Expedite
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Not Yet Installed
78
STI Exceed
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Not Yet Installed
79
STI Executive
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
80
STI Excellence
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
81
STI Experience
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Not Yet Installed
82
STI Express
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
83
STI Precision
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
84
STI Prestige
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
85
STI Pride
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
86
STI Providence
 
2016
 
74,000 
   
 
SLR1P (3)
 
LR1
 
Yes
87
STI Elysees
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
88
STI Madison
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
89
STI Park
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
90
STI Orchard
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
91
STI Sloane
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
92
STI Broadway
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes







S-3




93
STI Condotti
 
2014
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
94
STI Rose
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
95
STI Veneto
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
96
STI Alexis
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
97
STI Winnie
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
98
STI Oxford
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
99
STI Lauren
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
100
STI Connaught
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
101
STI Spiga
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
102
STI Savile Row
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
103
STI Kingsway
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
104
STI Carnaby
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
105
STI Solidarity
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
106
STI Lombard
 
2015
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
107
STI Grace
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Not Yet Installed
108
STI Jermyn
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
109
STI Sanctity
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
110
STI Solace
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
111
STI Stability
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
112
STI Steadfast
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
113
STI Supreme
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Not Yet Installed
114
STI Symphony
 
2016
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
115
STI Gallantry
 
2016
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
116
STI Goal
 
2016
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
117
STI Nautilus
 
2016
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
118
STI Guard
 
2016
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
119
STI Guide
 
2016
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
120
STI Selatar
 
2017
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
121
STI Rambla
 
2017
 
109,999 
   
 
SLR2P (4)
 
LR2
 
Yes
122
STI Gauntlet
 
2017
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
123
STI Gladiator
 
2017
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
124
STI Gratitude
 
2017
 
113,000 
   
 
SLR2P (4)
 
LR2
 
Yes
125
STI Lobelia
 
2019
 
110,000 
   
 
SLR2P (4)
 
LR2
 
Yes
126
STI Lotus
 
2019
 
110,000 
   
 
SLR2P (4)
 
LR2
 
Yes
127
STI Lily
 
2019
 
110,000 
   
 
SLR2P (4)
 
LR2
 
Yes
128
STI Lavender
 
2019
 
110,000 
   
 
SLR2P (4)
 
LR2
 
Yes
129
Sky
 
2007
 
37,847 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A(5)
130
Steel
 
2008
 
37,847 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A(5)
131
Stone I
 
2008
 
37,847 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A(5)
132
Style
 
2008
 
37,847 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A(5)
133
STI Beryl
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed(6)
134
STI Le Rocher
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed(6)
135
STI Larvotto
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed(6)
                           
 
Total owned, sale leaseback and bareboat chartered-in fleet DWT
     
9,374,548
               



(1)
This vessel operates in the Scorpio Handymax Tanker Pool, or SHTP. SHTP is a Scorpio Pool and is operated by Scorpio Commercial Management S.A.M. (SCM). SHTP and SCM are related parties to the Company.
(2)
This vessel operates in or is expected to operate in, the Scorpio MR Pool, or SMRP. SMRP is a Scorpio Pool and is operated by SCM. SMRP and SCM are related parties to the Company.
(3)
This vessel operates in the Scorpio LR1 Pool, or SLR1P. SLR1P is a Scorpio Pool and is operated by SCM. SLR1P and SCM are related parties to the Company.
(4)
This vessel operates in or is expected to operate in the Scorpio LR2 Pool, or SLR2P. SLR2P is a Scorpio Pool and is operated by SCM. SLR2P and SCM are related parties to the Company.
(5)
In March 2019, we entered into addendum no.2 to the bareboat charter-in agreement for this vessel, pursuant to which the bareboat charter was extended for two years until March 31, 2021 at a bareboat rate of $6,300 per day.
(6)
In April 2017, we sold and leased back this vessel, on a bareboat basis, for a period of up to eight years for $8,800 per day. The sales price was $29.0 million per vessel, and we have the option to purchase this vessel beginning at the end of the fifth year of the agreement through the end of the eighth year of the agreement, at market-based prices. Additionally, a deposit of $4.35 million per vessel was retained by the buyer and will either be applied to the purchase price of the vessel if a purchase option is exercised or refunded to us at the expiration of the agreement.










S-4




Our Chartering Strategy
Generally, we operate our vessels in commercial pools operated by related entities, on time charters or in the spot market. The overall mix of how our vessels are employed varies from time to time based on many factors including our view of future market conditions.
Commercial Pools
To increase vessel utilization and thereby revenues, we participate in commercial pools with other shipowners of similar modern, well-maintained vessels. By operating a large number of vessels as an integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools employ experienced commercial managers and operators who have close working relationships with customers and brokers, while technical management is performed by each shipowner. Pools negotiate charters with customers primarily in the spot market, but may also arrange time charter agreements. The size and scope of these pools enable them to enhance utilization rates for pool vessels by securing backhaul voyages and contracts of affreightment, or COAs, thus generating higher effective TCE revenues than otherwise might be obtainable in the spot market.
Time Charters
Time charters give us a fixed and stable cash flow for a known period of time. Time charters also mitigate in part the seasonality of the spot market business, which is generally weaker in the second and third quarters of the year. In the future, we may opportunistically look to enter our vessels into time charter contracts. We may also enter into time charter contracts with profit sharing agreements, which enable us to benefit if the spot market increases.
Spot Market
A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates are volatile and fluctuate on a seasonal and year-to-year basis. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. Vessels operating in the spot market generate revenue that is less predictable but may enable us to capture increased profit margins during periods of improvements in tanker rates. We also consider short-term time charters (with initial terms of less than one year) as spot market voyages.
Management of Our Fleet
Commercial and Technical Management
Our vessels are commercially managed by SCM and technically managed by SSM pursuant to the Revised Master Agreement (as defined in “Business—Management of our Fleet—Revised Master Agreement”), which may be terminated by either party upon 24 months’ notice, unless terminated earlier in accordance with the provisions of the Revised Master Agreement. In the event of the sale of one or more vessels, a notice period of three months and a payment equal to three months of management fees will apply, provided that the termination does not amount to a change in control, including a sale of all or substantially all of our vessels, in which case a payment equal to 24 months of management fees will apply. SCM and SSM are related parties of ours. We expect that additional vessels that we may acquire in the future will also be managed under the Revised Master Agreement or on substantially similar terms.
SCM’s services include securing employment, in the spot market and on time charters, for our vessels. SCM also manages the Scorpio Pools. When our vessels are operating in one of the Scorpio Pools, SCM, as the pool manager, charges fees of $300 per vessel per day with respect to our LR1 vessels, $250 per vessel per day with respect to our LR2 vessels, and $325 per vessel per day with respect to each of our Handymax and MR vessels, plus 1.50% commission on gross revenues per charter fixture. These are the same fees that SCM charges other vessel owners in these pools, including third-party owned vessels. For commercial management of our vessels that are not operating in any of the Scorpio Pools, we pay SCM a fee of $250 per vessel per day for each LR1 and LR2 vessel and $300 per vessel per day for each Handymax and MR vessel, plus 1.25% commission on gross revenues per charter fixture.
SSM’s services include day-to-day vessel operations, performing general maintenance, monitoring regulatory and classification society compliance, customer vetting procedures, supervising the maintenance and general efficiency of vessels, arranging the hiring of qualified officers and crew, arranging and supervising drydocking and repairs, purchasing supplies, spare parts and new equipment for vessels, appointing supervisors and technical consultants and providing technical support. We pay SSM an annual fee of $175,000 plus additional amounts for certain itemized services per vessel to provide technical management services for each of our owned vessels.




S-5


Amended Administrative Services Agreement
We have an Amended Administrative Services Agreement with Scorpio Services Holding Limited, which we refer to herein as “SSH”, or our “Administrator”, for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services. SSH is a related party to us. We reimburse our Administrator for the reasonable direct or indirect expenses it incurs in providing us with the administrative services described above. The services provided to us by our Administrator may be sub-contracted to other entities within Scorpio.
Further, pursuant to our Amended Administrative Services Agreement, our Administrator, on behalf of itself and other members of Scorpio, has agreed that it will not directly own product or crude tankers ranging in size from 35,000 dwt to 200,000 dwt.
Our Amended Administrative Services Agreement may be terminated by us upon two years’ notice.
Our Relationship with Scorpio and its Affiliates
We believe that one of our principal strengths is our relationship with Scorpio. Our vessel operations are managed under the supervision of our Board of Directors, by our management team and by certain members of Scorpio, including SCM and SSM. Our relationship with Scorpio provides us with access to Scorpio’s customer and supplier relationships and their technical, commercial and managerial expertise, which we believe allows us to compete more effectively and operate our vessels on a cost-efficient basis. We can provide no assurance, however, that we will realize any benefits from our relationship with Scorpio.
Scorpio is owned and controlled by the Lolli-Ghetti family, of which Messrs. Emanuele Lauro, our founder, Chairman and Chief Executive Officer, and Filippo Lauro, our Vice President, are members. In addition, all of our executive officers serve in similar management positions in certain other companies within Scorpio and Mr. Emanuele Lauro, Mr. Robert Bugbee, our President, and other members of our senior management have minority equity interests in SSH, a member of Scorpio and our Administrator.
These responsibilities and relationships could create conflicts of interest between us, on the one hand, and SCM, SSM, SSH, or other entities within Scorpio, on the other hand. These conflicts may arise in connection with the chartering, purchase, sale and operation of the vessels in our fleet versus the vessels managed by other members of Scorpio. For example, SCM and SSM, our commercial manager and technical manager, respectively, may give preferential treatment to vessels that are time chartered-in by related parties because Messrs. Lauro and members of their family may receive greater economic benefits. As a result of these conflicts, such Scorpio companies, who have limited contractual duties, may favor their own or other owner’s interests over our interests. These conflicts may have unfavorable results for us and our shareholders.
Recent and Other Developments
Indebtedness
For information regarding recent updates on our indebtedness, please see “Description of Other Indebtedness—Recent Developments Regarding Our Indebtedness.”
Equity Incentive Plan
In December 2020, our Board of Directors approved the reloading of the 2013 Equity Incentive Plan (the "Plan") and reserved an additional 367,603 common shares, par value $0.01 per share, of the Company for issuance pursuant to the Plan.




S-6



Declaration of dividend
In November 2020, our Board of Directors declared a quarterly cash dividend of $0.10 per common share, which was paid on December 14, 2020 to all shareholders of record as of November 23, 2020.
Convertible Notes due 2022
In November 2020, the conversion rate of our Convertible Notes due 2022 was adjusted to reflect the scheduled payment of a cash dividend with respect to our common shares. The new conversion rate for the Convertible Notes due 2022 will be 26.4810 shares of common stock per $1,000 principal amount of the Convertible Notes due 2022, representing an increase of the prior conversion rate of 0.2348 common shares for each $1,000 principal amount of the Convertible Notes due 2022.
Novel Coronavirus (COVID-19)
Since the beginning of the calendar year 2020, the outbreak of COVID-19 that originated in China and that has spread to most developed nations of the world has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial and commodities markets, including oil.
While the reduction of economic activity significantly reduced global demand for oil and refined petroleum products, the extreme volatility in the oil markets and the steep contango that developed in the prices of oil and refined petroleum products in March 2020 resulted in record increases in spot TCE rates during the second quarter of 2020 as an abundance of arbitrage and floating storage opportunities opened up. These market dynamics led to a build up of global oil and refined petroleum product inventories during that time period. In June 2020, the underlying oil markets stabilized and these excess inventories began to unwind which, along with customary seasonal weakness, led to a reduction in spot TCE rates through the fourth quarter of 2020.
We expect that the COVID-19 virus will continue to cause volatility in the commodities markets. The scale and duration of these circumstances is unknowable but could have a material impact on our earnings, cash flow and financial condition for the remainder of 2021 and beyond. An estimate of the impact on the Company’s results of operations and financial condition cannot be made at this time. Please see “Risk Factors—Risks Related to the Company—The ongoing outbreak of COVID-19 and the governmental responses thereto may adversely affect our business.”
Corporate Information
We were incorporated in the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporation Act (the “BCA”), on July 1, 2009. We currently maintain our principal executive offices at 9, Boulevard Charles III, Monaco 98000 and our telephone number at that location is +377-9798-5716. We also maintain an office in the United States at 150 East 58th Street, New York, New York 10155 and the telephone number at that location is 212-542-1616. Our website address is www.scorpiotankers.com. References to our website are not intended to be active links and the information on our website is not incorporated by reference into this prospectus supplement or the accompanying base prospectus, and you must not consider the information to be a part of this prospectus supplement or the accompanying base prospectus.




S-7


THE OFFERING
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. See “Description of Notes” for a more detailed description of the terms and conditions of the Notes.
Issuer
Scorpio Tankers Inc.
   
Securities Offered
Up to $75,000,000 million aggregate principal amount of 7.00% Fixed Rate Senior Unsecured Notes due 2025.
 
The Notes offered hereby are Additional Notes issued under the Indenture, pursuant to which we previously issued the Initial Notes.
   
Manner of Offering
The Notes may be offered and sold into the existing trading market for the Initial Notes at other than a fixed price pursuant to Rule 415 under the Securities Act, from time to time through the Agent, as sales agent or as principal, subject to our instruction as to amount and timing. The Agent is not required to sell any specific principal amount of the Notes, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the Agent and us. See “Plan of Distribution”.
   
Maturity Date
The Notes will mature on June 30, 2025, unless redeemed prior to maturity.
   
Interest
The Notes will bear interest at 7.00% per year from the most recent interest payment date immediately preceding the respective dates of issuance of the Notes from time to time, except that Notes purchased after the record dates noted below, but prior to the interest payment date immediately following such record date (or if settlement of a purchase of Notes otherwise occurs after such record date but prior to the interest payment date immediately following such record date), will not begin to accrue interest until the interest payment date immediately following such record date. Interest on the Notes is payable quarterly in arrears on the 30th day of March, June, September and December of each year, to holders of record of the Notes at the close of business on the 15th day of March, June, September and December, respectively of each year, immediately preceding such interest payment date.
   
Use of Proceeds
We intend to use any net proceeds of the sale of the Notes for general corporate purposes and working capital. Please see “Use of Proceeds.”



S-8



   
Ranking
The Notes will be our senior unsecured obligations and will rank senior to any of our future subordinated debt and rank equally in right of payment with all of our existing and future senior unsecured debt. The Notes will effectively rank junior to our existing and future secured debt, to the extent of the value of the assets securing such debt, as well as to existing and future debt of our subsidiaries. As of January 8, 2021, we had approximately $3.1 billion of outstanding indebtedness (of which approximately $2.9 billion was secured or part of vessel leasing arrangements).
   
Guarantors
The Notes will not be guaranteed by any of our subsidiaries or affiliates.
   
Optional Redemption
We may redeem the Notes for cash, in whole or in part, at any time at our option (i) on or after June 30, 2022 and prior to June 30, 2023, at a redemption price equal to 102% of the principal amount to be redeemed, (ii) on or after June 30, 2023 and prior to June 30, 2024, at a redemption price equal to 101% of the principal amount to be redeemed, and (iii) on or after June 30, 2024 and prior to maturity, at a redemption price equal to 100% of the principal amount to be redeemed, in each case, plus accrued and unpaid interest to, but excluding, the date of redemption, as described under “Description of Notes—Optional Redemption.”
In addition, we may redeem the Notes, in whole, but not in part, at any time at our option prior to June 30, 2022, at a redemption price equal to 104% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain change of control events, as described under “Description of Notes—Optional Redemption Upon Change of Control.”
   
Certain Covenants
The Notes offered hereby are Additional Notes under the Indenture, which contains certain covenants, including, but not limited to, restrictions on our ability to merge or consolidate with or into any other entity.
   
 
In addition, the Indenture contains certain restrictive covenants, including limitations on:
   
   
the amount of debt we may incur;
       
   
maintaining a certain minimum net worth;
       
   
restricted payments;
       
   
our line of business; and
       
   
certain asset sales.

 
These covenants are subject to important qualifications and exceptions, as described under “Description of Notes.”








S-9





   
Additional Notes
The Notes offered hereby are Additional Notes under the Indenture and will have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and be fungible with, the Initial Notes immediately upon issuance, including for purposes of notices, consents, waivers, amendments and any other action permitted under the Indenture.
 
We may continue to “reopen” the Notes at any time without the consent of the holders of the Notes and issue Additional Notes with the same terms as the Initial Notes and the Notes offered hereby (except for the issue date), which will thereafter constitute a single series with the Notes; provided that if any Additional Notes are not fungible with the Initial Notes and the Notes offered hereby for U.S. federal income tax purposes, then such Additional Notes will have a separate CUSIP number.
   
Defeasance
The Notes are subject to legal and covenant defeasance by us.
   
Sinking Fund
The Notes are not entitled to the benefit of any sinking fund.
   
Events of Default
Events of default generally include (i) failure to pay principal or interest on the Notes, (ii) failure to observe or perform any other covenant or warranty in the Notes or in the Indenture, and (iii) certain events of bankruptcy, insolvency or reorganization.
   
Ratings
The Notes will not be rated by any nationally recognized statistical rating organization.
   
Listing
The Initial Notes are, and the Notes offered hereby (when issued) will be, listed for trading on the NYSE under the symbol “SBBA.”
   
Form and Denomination
The Notes will be issued in book-entry form in minimum denominations of $25.00 and integral multiples in excess thereof. The Notes will be represented by a permanent global certificate deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Beneficial interests in any of the Notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances.
   
Settlement
Delivery of the Notes offered hereby will be made against payment therefor on or about the second trading date following purchase.
   
Trustee
Deutsche Bank Trust Company Americas
   
Governing Law
The Indenture is and the Notes will be governed by and construed in accordance with the laws of the State of New York.
   
Risk Factors
An investment in the Notes involves risks. You should consider carefully the factors set forth in the section entitled “Risk Factors” beginning on page S-17 of this prospectus supplement and on page 2 of the accompanying base prospectus to determine whether an investment in the Notes is appropriate for you.

















S-10


SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
The following tables set forth our summary consolidated financial and other operating data as of and for the years ended December 31, 2019, 2018 and 2017, as of and for the nine months ended September 30, 2020 and for the nine months ended September 30, 2019. The summary data for the years ended December 31, 2019, 2018 and 2017 is derived from our audited consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Our consolidated statements of income or loss for the years ended December 31, 2019, 2018 and 2017 and our consolidated balance sheets as of December 31, 2019 and 2018, together with the notes thereto, are included in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 31, 2020, and incorporated by reference herein. The summary data as of and for the nine months ended September 30, 2020 and for the nine months ended September 30, 2019, is derived from our unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2020 and for the nine months ended September 30, 2019, together with the notes thereto, are included on Form 6-K, filed with the Commission on December 10, 2020, and incorporated by reference herein.
This data should be read in conjunction with our consolidated financial statements and related notes included on Form 20-F for the year ended December 31, 2019 filed with the Commission on March 31, 2020, and incorporated by reference herein, our financial results for the three and nine months ended September 30, 2020, filed with the Commission on November 5, 2020, and incorporated by reference herein, and our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2020 and for the nine months ended September 30, 2019, together with the notes thereto, included on Form 6-K, filed with the Commission on December 10, 2020, and incorporated by reference herein.
                               
   
For the nine months ended September 30,
   
For the year ended December 31,
 
In thousands of U.S. dollars
except per share and share data
 
2020
   
2019
   
2019
   
2018
   
2017
 
Revenue
                             
Vessel revenue
 
$
777,656
   
$
482,703
   
$
704,325
   
$
585,047
   
$
512,732
 
Operating expenses
                                       
Vessel operating costs
   
(246,973
)
   
(209,119
)
   
(294,531
)
   
(280,460
)
   
(231,227
)
Voyage expenses
   
(7,718
)
   
(3,678
)
   
(6,160
)
   
(5,146
)
   
(7,733
)
Charterhire
   
     
(4,399
)
   
(4,399
)
   
(59,632
)
   
(75,750
)
Depreciation—owned or sale and leaseback
   
(144,320
)
   
(133,575
)
   
(180,052
)
   
(176,723
)
   
(141,418
)
Depreciation—right of use assets for vessels (1)
   
(38,972
)
   
(14,280
)
   
(26,916
)
   
     
 
General and administrative expenses
   
(51,870
)
   
(46,536
)
   
(62,295
)
   
(52,272
)
   
(47,511
)
Loss on sales of vessels
   
     
     
     
     
(23,345
)
Merger transaction related costs
   
     
     
     
(272
)
   
(36,114
)
Bargain purchase gain
   
     
     
     
     
5,417
 
                                         
Total operating expenses
   
(489,853
)
   
(411,587
)
   
(574,353
)
   
(574,505
)
   
(557,681
)
                                         
Operating income / (loss)
   
287,803
     
71,116
     
129,972
     
10,542
     
(44,949
)
                                         
Other (expense) and income, net
                                       
Financial expenses
   
(119,084
)
   
(138,948
)
   
(186,235
)
   
(186,628
)
   
(116,240
)
Realized loss on derivative financial instruments
                                   
(116
)
Loss on exchange of convertible notes
   
     
     
     
(17,838
)
   
 
Gain on repurchase of convertible notes
   
1,013
     
     
     
     
 
Financial income
   
1,068
     
7,426
     
8,182
     
4,458
     
1,538
 
Other expenses, net
   
(417
)
   
(126
)
   
(409
)
   
(605
)
   
1,527
 
                                         
Total other expense, net
   
(117,420
)
   
(131,648
)
   
(178,462
)
   
(200,613
)
   
(113,291
)
                                         
Net income / (loss)
 
$
170,383
   
$
(60,532
)
 
$
(48,490
)
 
$
(190,071
)
 
$
(158,240
)
                                         

(1)
Reflects the adoption of IFRS 16 – Leases, which was effective for annual periods beginning on January 1, 2019.







S-11







 
For the nine months ended September 30,
 
For the year ended December 31,
 
In thousands of U.S. dollars
except per share and share data
2020
 
2019
 
2019
 
2018
 
2017
 
Earnings / (loss) per share
                   
Basic
 
$
3.11
   
$
(1.25
)
 
$
(0.97
)
 
$
(5.46
)
 
$
(7.35
)
Diluted
 
$
2.95
   
$
(1.25
)
 
$
(0.97
)
 
$
(5.46
)
 
$
(7.35
)
Basic weighted average shares outstanding
   
54,800,402
     
48,251,159
     
49,857,998
     
34,824,311
     
21,533,340
 
Diluted weighted average shares outstanding (1)
   
61,578,016
     
48,251,159
     
49,857,998
     
34,824,311
     
21,533,340
 


(1)
The computation of diluted earnings per share includes the effect of potentially dilutive unvested shares of restricted stock and the Convertible Notes due 2022 for the nine months ended September 30, 2020. The effect of potentially dilutive unvested shares of restricted stock and Convertible Notes due 2022 were excluded from the computation of diluted earnings per share for the nine months ended September 30, 2019 because their effect would have been anti-dilutive. The effect of potentially dilutive shares of restricted stock and the Convertible Notes due 2022 and 2019 were excluded from the calculation of diluted loss per share for the years ended December 31, 2019, 2018, and 2017 because their effect would have been anti-dilutive.
   
As of
 
In thousands of U.S. dollars
 
September 30, 2020
   
December 31, 2019
   
December 31, 2018
   
December 31, 2017
 
Balance sheet data
                       
Cash and cash equivalents
 
$
218,095
   
$
202,303
   
$
593,652
   
$
186,462
 
Vessels and drydock
   
4,044,288
     
4,008,158
     
3,997,789
     
4,090,094
 
Right of use assets accounted for under IFRS 16—Leases
   
819,444
     
697,903
     
     
 
Total assets
   
5,256,329
     
5,164,010
     
4,784,164
     
4,498,376
 
Current and non-current secured and unsecured debt
   
1,181,038
     
1,234,750
     
1,489,934
     
2,050,054
 
Current and non-current obligations under sale and leaseback arrangements
   
1,238,357
     
1,317,723
     
1,420,381
     
717,139
 
Current and non-current obligations under leases accounted for under IFRS 16—Leases
   
649,963
     
569,974
     
     
 
Shareholders’ equity
   
2,141,455
     
1,976,989
     
1,839,012
     
1,685,301
 

 
For the nine months ended September 30,
 
For the year ended December 31,
 
In thousands of U.S. dollars
2020
 
2019
 
2019
 
2018
 
2017
 
Cash flow data
                   
Operating activities
 
$
402,740
   
$
140,448
   
$
209,512
   
$
57,790
   
$
41,801
 
Investing activities
   
(152,614
)
   
(128,569
)
   
(206,973
)
   
(52,737
)
   
(159,923
)
Financing activities
   
(234,334
)
   
(361,051
)
   
(393,888
)
   
402,137
     
204,697
 






S-12




Operating Data
 
For the nine months ended September 30,
   
For the year ended December 31,
 
   
2020
   
2019
   
2019
   
2018
   
2017
 
Average Daily Results
                             
Time charter equivalent per day (1)
 
$
22,447
   
$
15,538
   
$
16,682
   
$
12,782
   
$
13,146
 
Vessel operating costs per day (2)
 
$
6,649
   
$
6,426
   
$
6,563
   
$
6,463
   
$
6,559
 
                                         
LR2
                                       
TCE per revenue day (1)
 
$
30,492
   
$
18,689
   
$
20,254
   
$
13,968
   
$
14,849
 
Vessel operating costs per day (2)
 
$
6,876
   
$
6,726
   
$
6,829
   
$
6,631
   
$
6,705
 
Average number of vessels (3)
   
42.0
     
38.1
     
39.1
     
39.5
     
28.7
 
                                         
LR1
                                       
TCE per revenue day (1)
 
$
24,899
   
$
15,243
   
$
15,846
   
$
10,775
   
$
11,409
 
Vessel operating costs per day (2)
 
$
6,834
   
$
6,350
   
$
6,658
   
$
6,608
   
$
7,073
 
Average number of vessels (3)
   
12.0
     
12.0
     
12.0
     
12.0
     
5.2
 
                                         
MR
                                       
TCE per revenue day (1)
 
$
18,515
   
$
14,246
   
$
15,095
   
$
12,589
   
$
12,975
 
Vessel operating costs per day (2)
 
$
6,472
   
$
6,230
   
$
6,312
   
$
6,366
   
$
6,337
 
Average number of vessels (3)
   
61.6
     
48.3
     
51.0
     
52.2
     
50.4
 
                                         
Handymax
                                       
TCE per revenue day (1)
 
$
16,990
   
$
13,057
   
$
14,575
   
$
12,196
   
$
11,706
 
Vessel operating costs per day (2)
 
$
6,605
   
$
6,375
   
$
6,621
   
$
6,295
   
$
6,716
 
Average number of vessels (3)
   
20.0
     
21.0
     
21.0
     
21.5
     
22.1
 
                                         
Fleet data
                                       
Average number of vessels (3)
   
135.6
     
119.3
     
123.0
     
125.2
     
106.5
 

(1)
Freight rates are commonly measured in the shipping industry in terms of time charter equivalent, or TCE (a measure not prepared in accordance with IFRS, or a Non-IFRS Measure), per revenue day, which is calculated by subtracting voyage expenses, including bunkers and port charges, from vessel revenue and dividing the net amount (time charter equivalent revenues) by the number of revenue days in the period. Revenue days are the number of days the vessel is owned, finance leased or chartered-in less the number of days the vessel is off-hire for drydock and repairs.
We believe that the presentation of TCE revenue per day is useful to investors or other users of our financial statements, such as our lenders, because they facilitate the comparability and the evaluation of companies in our industry. In addition, we believe that TCE revenue per day is useful in evaluating our operating performance compared to that of other companies in our industry. Our definition of TCE revenue may not be the same as reported by other companies in the shipping industry or other industries. TCE revenue should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with IFRS.

(2)
Vessel operating costs per day represent vessel operating costs divided by the number of days the vessel is owned during the period. Operating days are the total number of available days in a period with respect to the owned, finance leased or bareboat chartered-in vessels, before deducting available days due to off-hire days and days in drydock. Operating days is a measurement that is only applicable to our owned, finance leased or bareboat chartered-in vessels, not our time chartered-in vessels.
(3)
Historical average number of vessels consists of the average number of vessels that were in our possession during a period (whether owned or leased).



S-13

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This prospectus and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. This prospectus includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as “forward-looking statements.” We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. When used in this prospectus, the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “seek,” “plan,” “potential,” “continue,” “contemplate,” “possible,” “target,” “project,” “likely,” “may,” “might,” “would,” “could” and similar expressions, terms, or phrases may identify forward-looking statements.
All statements in this prospectus that are not statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:

our future operating or financial results;

the strength of world economies and currencies;

fluctuations in interest rates and foreign exchange rates;

general market conditions, including the market for our vessels, fluctuations in spot and charter rates and vessel values;

the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its impact on the demand for seaborne transportation of petroleum products;

availability of financing and refinancing;

our business strategy and other plans and objectives for growth and future operations;

our ability to successfully employ our vessels;

planned capital expenditures and availability of capital resources to fund capital expenditures;

planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;

our ability to realize the expected benefits from acquisitions;

potential liability from pending or future litigation;

general domestic and international political conditions;

potential disruption of shipping routes due to accidents or political events;

vessel breakdowns and instances of off-hire;

competition within our industry;
S-14




the supply of and demand for vessels comparable to ours;

corruption, piracy, militant activities, political instability, terrorism, and ethnic unrest in locations where we may operate;

delays and cost overruns in construction projects;

our level of indebtedness;

our ability to obtain financing and to comply with the restrictive and other covenants in our financing arrangements;

our need for cash to meet our debt service obligations;

our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;

our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions;

reputational risks;

availability of skilled workers and the related labor costs and related costs;

the recent implementation of the MARPOL convention, Annex VI Prevention of Air Pollution from Ships which reduced the maximum amount of sulfur that ships can emit into the air and our ability to successfully complete the installation of exhaust gas cleaning systems, or scrubbers, on all of our vessels;

the recent implementation of the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (BWM) in September 2019;

compliance with governmental, tax, environmental and safety regulation;

any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery;

general economic conditions and conditions in the oil and natural gas industry;

effects of new products and new technology in our industry;

the failure of counterparties to fully perform their contracts with us;

our dependence on key personnel;

adequacy of insurance coverage;

our ability to obtain indemnities from customers;

changes in laws, treaties or regulations applicable to us;
S-15




the volatility of the price of our common shares and our other securities;

other factors that may affect our future results; and

these factors and other risk factors described in this prospectus supplement and other reports that we furnish or file with the Commission.
We have based these statements on assumptions, many of which are based, in turn, upon further assumptions, and analyses formed by applying, without limitation, our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. These assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus supplement might not occur.
These factors and the other risk factors described in or incorporated by reference into this prospectus supplement are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements which speak only as of their dates.
S-16


RISK FACTORS
Before making an investment in the Notes, you should carefully consider the risk factors described below, together with all of the other information included in this prospectus supplement, the accompanying base prospectus and the documents incorporated into each by reference, including those in “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on March 31, 2020, as updated by annual, quarterly and other reports and documents we file with the Commission after the date of this prospectus supplement and that are incorporated by reference herein. Please see the section of this prospectus supplement entitled “Where You Can Find Additional Information—Information Incorporated by Reference.” The occurrence of one or more of those risk factors or the risk factors described below could adversely impact our business, financial condition or results of operations.
Risks Related to the Company
The ongoing outbreak of COVID-19 and the governmental responses thereto may adversely affect our business.
The recent outbreak of the novel coronavirus (COVID-19), a virus causing potentially deadly respiratory tract infections first identified in China in late 2019, has caused severe global disruptions and may negatively affect economic conditions regionally as well as globally and otherwise impact our operations and the operations of our customers and suppliers. Governments in affected countries have imposed travel bans, quarantines and other emergency public health measures. In response to the virus, many countries have implemented lockdown measures. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. Some countries which had relaxed certain restrictive measures previously taken, recently began re-implementing them in response to spikes in infection rates. These restrictions, and future prevention and mitigation measures, are likely to continue to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations.
Uncertainties regarding the economic impact of the COVID-19 outbreak are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. As a result of these measures, our vessels may not be able to call on ports, or may be restricted from disembarking from ports, located in regions affected by the outbreak. In addition, we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew change, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, amongst other potential consequences attendant to COVID-19.
At the outset of the COVID-19 pandemic, an oversupply of petroleum products and contango in oil prices led to record floating storage and arbitrage opportunities of both crude and refined petroleum products. This dynamic resulted in an increase in spot market rates to historically high levels through May 2020. In June 2020, the oil markets began to stabilize as global economies slowly re-opened, thus limiting arbitrage opportunities and resulting in the drawdown of accumulated inventories. Consequently, trading volumes and spot TCE rates decreased towards the end of the second quarter of 2020. This downward trend continued through the third quarter of 2020 and spot TCE rates have remained at these low levels through the date of this prospectus supplement as the global economic recovery, particularly in the western hemisphere, remains muted. 
The extent of the COVID-19 outbreak’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak (and any mitigation of the duration, spread and intensity resulting from widespread availability of recently-developed COVID-19 vaccines), all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, although to our knowledge our operations have not been materially affected by the COVID-19 outbreak to date, the ultimate severity of the COVID-19 outbreak is uncertain at this time and therefore we cannot predict the impact it may have on our future operations, which impact could be material and adverse, particularly if the pandemic continues to further evolve and recirculate.
S-17



Risks Related to the Notes
Your investment in the Notes is subject to our credit risk.
The Notes are unsubordinated unsecured general obligations of ours and are not, either directly or indirectly, an obligation of any third party. The Notes will rank equally with all of our other unsecured and unsubordinated debt obligations, except as such obligations may be preferred by operation of law. Any payment to be made on the Notes, including the return of the principal amount at maturity or any redemption date, as applicable, depends on our ability to satisfy our obligations as they come due. As a result, our actual and perceived creditworthiness may affect the market value of the Notes and, in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms of the Notes.
We are highly leveraged and our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.
We are highly leveraged. As of January 8, 2021, we had approximately $3.1 billion of outstanding indebtedness. Subject to the restrictions contained in our existing and future debt instruments, we may incur additional indebtedness in connection with financing acquisitions, strategic transactions or other purposes, which indebtedness may rank senior to the Notes. So long as our net borrowings do not equal or exceed 70% of our total assets, the Indenture under which the Notes will be issued permits us to incur additional indebtedness without limitation. Our indebtedness increases the risk that we may be unable to generate enough cash to pay amounts due in respect of our indebtedness, including the Notes.
Our level of debt could have important consequences to us, including the following:

our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

we may need to use a substantial portion of our cash from operations to make charter hire payments or principal and interest payments relating to our debt obligations, reducing the funds that would otherwise be available for operations and future business opportunities;

our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and

our debt level may limit our flexibility in responding to changing business and economic conditions.
Our ability to service our debt and charter hire obligations will depend upon, among other things, our financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
S-18



Our subsidiaries conduct the substantial majority of our operations and own our operating assets, and your right to receive payments on the Notes is structurally subordinated to the rights of the lenders of our subsidiaries.
Our subsidiaries conduct the substantial majority of our operations and own our operating assets. As a result, our ability to make required payments on the Notes depends in part on the operations of our subsidiaries and our subsidiaries’ ability to distribute funds to us. To the extent our subsidiaries are unable to distribute, or are restricted from distributing, funds to us, we may be unable to fulfill our obligations under the Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due on the Notes or to make funds available for that purpose. The Notes will not be guaranteed by any of our subsidiaries or any other person.
The rights of holders of the Notes will be structurally subordinated to the rights of our subsidiaries’ lenders. A default by a subsidiary under its debt obligations would result in a block on distributions from the affected subsidiary to us. The Notes will be effectively junior to all existing and future liabilities of our subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, creditors of our subsidiaries will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As of January 8, 2021, we had approximately $3.1 billion of outstanding indebtedness (of which approximately $2.9 billion was secured or part of vessel leasing arrangements).
The Notes will be unsecured obligations and will be effectively subordinated to our secured debt.
The Notes are unsecured and therefore will be effectively subordinated to any secured debt we maintain or may incur to the extent of the value of the assets securing the debt. In the event of a bankruptcy or similar proceeding involving us, the assets that serve as collateral will be available to satisfy the obligations under any secured debt before any payments are made on the Notes. As of January 8, 2021, we had approximately $3.1 billion of outstanding indebtedness (of which approximately $2.9 billion was secured or part of vessel leasing arrangements). Please read “Description of Other Indebtedness.” We will continue to have the ability to incur additional secured debt, subject to limitations in the agreements governing our current and future credit facilities and in the Indenture relating to the Notes.
Redemption may adversely affect your return on the Notes.
Beginning June 30, 2022, we have the right to redeem some or all of the Notes prior to maturity, as described under “Description of Notes—Optional Redemption.” Prior to June 30, 2022, we have the right, but not the obligation, to redeem the Notes in whole, but not in part, at any time at our option, at a redemption price equal to 104% of the aggregate principal amount to be redeemed, upon the occurrence of certain change of control events, as described under “Description of Notes—Optional Redemption Upon Change of Control.” We may redeem the Notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective interest rate as high as that of the Notes.
The Notes have not been rated, and ratings of any of our other securities may affect the trading price of the Notes.
We have not sought to obtain a rating for the Notes, and the Notes may never be rated. It is possible, however, that one or more credit rating agencies might independently determine to assign a rating to the Notes or that we may elect to obtain a rating of the Notes in the future. In addition, we may elect to issue other securities for which we may seek to obtain a rating. If any ratings are assigned to the Notes in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, or if ratings for such other securities would imply a lower relative value for the Notes, could adversely affect the market for, or the market value of, the Notes. Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. A rating is not a recommendation to purchase, sell or hold any particular security, including the Notes. Ratings do not reflect market prices or suitability of a security for a particular investor and any future rating of the Notes may not reflect all risks related to us and our business, or the structure or market value of the Notes.
S-19



Because the Notes will be issued in book-entry form, holders must rely on DTC’s procedures to receive communications relating to the Notes and exercise their rights and remedies.
We will issue the Notes in the form of a global note registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in the global note will be shown on, and transfers of the global note will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue certificated notes. See “Description of Notes—Book-Entry System; Delivery and Form.” Accordingly, if you own a beneficial interest in a global note, then you will not be considered an owner or holder of the Notes. Instead, DTC or its nominee will be the sole holder of the global note. Unlike persons who have certificated notes registered in their names, owners of beneficial interests in the global note will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from holders. Instead, those beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in a global note to vote on any requested actions on a timely basis. In addition, notices and other communications relating to the Notes will be sent to DTC. We expect DTC to forward any such communications to DTC participants, which in turn would forward such communications to indirect DTC participants, but we can make no assurances that you will timely receive any such communications.
Risks Related to Other Indebtedness
Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.
Borrowing under our debt facilities requires us to dedicate a part of our cash flow from operations to paying interest on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our secured debt facilities bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same, and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as seeking to raise additional capital, refinancing or restructuring our debt, selling tankers, or reducing or delaying capital investments. However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations.
If we are unable to meet our debt obligations or if some other default occurs under our debt facilities, our lenders could elect to declare that debt, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our debt facilities.
S-20



Our debt agreements contain restrictive and financial covenants which may limit our ability to conduct certain activities, and further, we may be unable to comply with such covenants, which could result in a default under the terms of such agreements.
Our debt facilities impose operating and financial restrictions on us. These restrictions may limit our ability, or the ability of our subsidiaries party thereto to, among other things:

pay dividends and make capital expenditures if we do not repay amounts drawn under our debt facilities or if there is another default under our debt facilities;

incur additional indebtedness, including the issuance of guarantees;

create liens on our assets;

change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel;

sell our vessels;

merge or consolidate with, or transfer all or substantially all our assets to, another person; or

enter into a new line of business.
Therefore, we will need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours and we may not be able to obtain our lenders’ permission when needed. This may limit our ability to finance our future operations or capital requirements, make acquisitions or pursue business opportunities.
In addition, the terms and conditions of certain of our borrowings require us to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in our fleet. Should our charter rates or vessel values materially decline in the future, we may seek to obtain waivers or amendments from our lenders with respect to such financial ratios and covenants, or we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. We cannot assure you that we will meet these ratios or satisfy these covenants or that our lenders will waive any failure to do so or amend these requirements. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facilities would prevent us from borrowing additional money under our credit facilities and could result in a default under our credit facilities. If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets. Moreover, in connection with any waivers or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, repurchase our common shares, make capital expenditures, or incur additional indebtedness.
Furthermore, our debt agreements contain cross-default provisions that may be triggered if we default under the terms of any one of our financing agreements. In the event of default by us under one of our debt agreements, the lenders under our other debt agreements could determine that we are in default under such other financing agreements. Such cross defaults could result in the acceleration of the maturity of such debt under these agreements and the lenders thereunder may foreclose upon any collateral securing that debt, including our vessels, even if we were to subsequently cure such default. In the event of such acceleration or foreclosure, we might not have sufficient funds or other assets to satisfy all of our obligations, which would have a material adverse effect on our business, results of operations and financial condition.
The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.
We are incorporated under the laws of the Republic of the Marshall Islands and we conduct operations in countries around the world. Consequently, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.
S-21


USE OF PROCEEDS
We intend to use the net proceeds from any sales of the Notes, after deducting the Agent’s commissions and our offering expenses, for general corporate purposes and working capital.


S-22


CAPITALIZATION
The following table sets forth our capitalization at September 30, 2020, on:

an actual basis;

an as adjusted basis to give effect to the following:

scheduled principal payments in the amount of $30.0 million under our secured credit facilities, $30.2 million under our sale and leaseback arrangements and $17.6 million under our lease arrangements which are being accounted for under IFRS 16—Leases;

the refinancing of certain credit facilities and lease financing arrangements consisting of the following:

the repayment of an aggregate of $199.7 million consisting of $81.7 million on our CSSC Lease Financing arrangement, $92.2 million on our 2017 Credit Facility, and $25.8 million on our KEXIM Credit Facility;

the drawdown of an aggregate of $239.2 million consisting of $71.8 million on our $225 Million Credit Facility, $23.7 million on our 2019 DNB/GIEK Credit Facility, $47.3 million on our 2020 $47.3 Million Lease Financing arrangement, and $96.5 million on our 2020 SPDB FL Lease Financing arrangement;

the drawdown of an aggregate of $15.6 million on certain scrubber financing arrangements consisting of $1.4 million on our ABN AMRO /SEB Credit Facility, $9.6 million on our BNPP Sinosure Credit Facility, and $4.6 million on our AVIC Lease Financing arrangement; and

the payment of a quarterly cash dividend of $5.8 million, or $0.10 per share, in December 2020; and

an as further adjusted basis to give effect to this offering and the application of the net proceeds therefrom. The calculation assumes the issuance and sale of $75.0 million aggregate principal amount of Notes, resulting in assumed net proceeds of approximately $73.0 million, after deducting the Agent’s commissions and our estimated offering expenses. The actual number of Notes issued, and the price at which they are issued, may differ depending on the timing of the sales.
There have been no other significant adjustments to our capitalization since September 30, 2020, as so adjusted.
S-23



The actual figures in this table are derived from, and should be read together with, our Report on Form 6-K, furnished to the Commission on December 10, 2020, which contains our unaudited condensed consolidated financial statements and the notes thereto for the nine months ended September 30, 2020, which is incorporated by reference herein.
   
As of September 30, 2020
 
In thousands of U.S. dollars
 
Actual
   
As adjusted
   
As further adjusted
 
Cash and cash equivalents (1)
 
$
218,095
   
$
189,586
   
$
262,611
 
                         
Current debt:
                       
Current portion of long term debt (2)
   
199,407
     
196,592
     
196,592
 
Lease liability - sale and leasebacks (3)
   
128,979
     
134,925
     
134,925
 
Lease liability - IFRS 16
   
60,511
     
60,511
     
60,511
 
                         
Non-current debt:
                       
Long term debt (2)
   
981,631
     
942,845
     
1,015,870
 
Lease liability - sale and leasebacks (3)
   
1,109,378
     
1,139,905
     
1,139,905
 
Lease liability - IFRS 16
   
589,452
     
571,872
     
571,872
 
                         
Total debt
 
$
3,069,358
   
$
3,046,649
     
3,119,674
 
                         
Shareholders' equity:
                       
Share capital
   
655
     
655
     
655
 
Additional paid-in capital
   
2,849,635
     
2,843,835
     
2,843,835
 
Treasury shares
   
(480,172
)
   
(480,172
)
   
(480,172
)
Accumulated deficit
   
(228,663
)
   
(228,663
)
   
(228,663
)
Total shareholders' equity
 
$
2,141,455
   
$
2,135,655
   
$
2,135,655
 
                         
Total capitalization
 
$
5,210,813
   
$
5,182,304
     
5,255,329
 

(1)
Cash, as adjusted, does not include the impact of cash flows from operations from October 1, 2020 through the date of this prospectus.
(2)
The current portion of long-term debt at September 30, 2020 is net of unamortized deferred financing fees of $1.9 million and the non-current portion of long-term debt is net of unamortized deferred financing fees of $12.4 million.
(3)
The current portion of Lease liability – sale and leaseback obligations at September 30, 2020 is net of unamortized deferred financing fees of $0.8 million and the non-current portion of long-term debt is net of unamortized deferred financing fees of $6.4 million.
Debt and Finance lease liabilities, as adjusted and as further adjusted, do not reflect deferred financing fee activity from October 1, 2020 through the date of this prospectus supplement. This activity is estimated to be approximately $4.0 million (which includes write-offs relating to the above mentioned refinancing activity).
S-24


BUSINESS
We provide seaborne transportation of refined petroleum products worldwide. As of January 8, 2021, our fleet consisted of 135 wholly owned, finance leased or bareboat chartered-in tankers (42 LR2, 12 LR1, 63 MR and 18 Handymax) with a weighted average age of approximately 5.1 years, which we refer to collectively as our Operating Fleet.
History and Development of the Company
Scorpio Tankers Inc. was incorporated in the Republic of the Marshall Islands pursuant to the BCA on July 1, 2009. We began our operations in October 2009 with three vessels and in April 2010, we completed our initial public offering and our common stock commenced trading on the New York Stock Exchange, or NYSE, under the symbol “STNG.”
Our principal executive offices are located at 9, Boulevard Charles III, Monaco 98000 and our telephone number at that address is +377-9798-5716. The Commission maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The address of the Commission’s website is http://www.sec.gov. The address of the Company’s website is http://www.scorpiotankers.com. None of the information contained on these websites is incorporated into or forms a part of this prospectus.
Our Fleet
The following table sets forth certain information regarding our Operating Fleet as of January 8, 2021:
 
Vessel Name
 
Year Built
 
DWT
 
Ice class
 
Employment
 
Vessel type
 
Scrubber
 
Owned, sale leaseback and bareboat chartered-in vessels
               
1
STI Brixton
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
2
STI Comandante
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
3
STI Pimlico
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
4
STI Hackney
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
5
STI Acton
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
6
STI Fulham
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
7
STI Camden
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
8
STI Battersea
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
9
STI Wembley
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
10
STI Finchley
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
11
STI Clapham
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
12
STI Poplar
 
2014
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
13
STI Hammersmith
 
2015
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
14
STI Rotherhithe
 
2015
 
38,734 
   
1A
 
 SHTP (1)
 
Handymax
 
N/A
15
STI Amber
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
16
STI Topaz
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
17
STI Ruby
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed

S-25



18
STI Garnet
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
19
STI Onyx
 
2012
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
20
STI Fontvieille
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
21
STI Ville
 
2013
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
22
STI Duchessa
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
23
STI Opera
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
24
STI Texas City
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
25
STI Meraux
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
26
STI San Antonio
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
27
STI Venere
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
28
STI Virtus
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
29
STI Aqua
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
30
STI Dama
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
31
STI Benicia
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
32
STI Regina
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
33
STI St. Charles
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
34
STI Mayfair
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
35
STI Yorkville
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
36
STI Milwaukee
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
37
STI Battery
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
38
STI Soho
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
39
STI Memphis
 
2014
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
40
STI Tribeca
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
41
STI Gramercy
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
42
STI Bronx
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
43
STI Pontiac
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
44
STI Manhattan
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
45
STI Queens
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
46
STI Osceola
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
47
STI Notting Hill
 
2015
 
49,687 
   
1B
 
SMRP (2)
 
MR
 
Yes
48
STI Seneca
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
49
STI Westminster
 
2015
 
49,687 
   
1B
 
SMRP (2)
 
MR
 
Yes
50
STI Brooklyn
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
51
STI Black Hawk
 
2015
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
52
STI Galata
 
2017
 
49,990 
   
 
SMRP (2)
 
MR
 
Yes
53
STI Bosphorus
 
2017
 
49,990 
   
 
SMRP (2)
 
MR
 
Not Yet Installed
54