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Scorpio Tankers Inc. (NYSE: STNG) priced a private offering of $200.0 million aggregate principal amount of additional 1.75% convertible senior notes due 2031 (the “New Notes”), increasing the offering size from the previously announced $150.0 million.
The New Notes were priced at 110.25% of par, plus accrued interest of approximately $1.56 per $1,000 principal amount from, and including, April 10, 2026, to, but excluding, May 12, 2026, and any additional accrued interest if settlement occurs after that date.
The offering generated gross proceeds of $220.5 million (before any exercise of the initial purchaser’s option to purchase additional New Notes). For the aggregate series of New Notes and the company’s initial notes, the combined yield to maturity is approximately 1.0%.
The New Notes will be sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933. The New Notes will be issued under the same indenture as the company’s $375.0 million aggregate principal amount of 1.75% convertible senior notes due 2031 issued on April 10, 2026 (the “Initial Notes”), and will form part of the same series as the Initial Notes.
The company expects that, once de-legended, the New Notes will trade with the same CUSIP number as the Initial Notes. The initial purchaser also received an option to purchase, during a 13-day period beginning on and including the first date on which the New Notes are issued, up to an additional $30.0 million aggregate principal amount of New Notes.
Concurrently with the offering’s closing, Scorpio Tankers agreed to repurchase 649,427 shares of its common stock from purchasers of the New Notes in privately negotiated transactions. The purchase price is $84.69 per share, equal to the last reported sale price on the New York Stock Exchange on May 7, 2026.
The offering is expected to close on May 12, 2026, subject to customary closing conditions. The notes are senior, unsecured obligations and mature on April 15, 2031, unless earlier converted, repurchased, or redeemed.
The notes bear interest at 1.75% per annum, payable semi-annually in arrears on April 15 and October 15 each year, beginning October 15, 2026. The October 15, 2026 interest payment for the New Notes will include interest deemed to have accrued from April 10, 2026.
Before January 15, 2031, the notes are convertible at holders’ option only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert at any time until the close of business on the second scheduled trading day immediately preceding maturity.
Upon conversion, the notes may be settled at the company’s election in cash, shares of common stock, or a combination of cash and shares. The initial conversion rate is 9.9615 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $100.39 per share. The conversion rate and conversion price are subject to adjustment for certain events.
The company may redeem the notes, in whole or in part (subject to limitations), for cash at its option at any time on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before maturity, if the last reported sale price of the company’s common stock exceeds 130% of the conversion price for a specified period and other conditions are met.
The company also has the right to redeem all, but not less than all, of the notes if certain changes in tax law occur and other conditions are satisfied. Except as described, the notes are not redeemable at the company’s option prior to maturity. The redemption price equals the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In the event of certain corporate events constituting a “fundamental change,” noteholders may require the company to repurchase their notes for cash at a price equal to the principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, subject to limited exceptions.
The company estimates net proceeds from the offering will be approximately $216.3 million (excluding accrued interest), or approximately $248.8 million (excluding accrued interest) if the initial purchaser exercises its option to purchase additional notes in full, after deducting the initial purchaser’s discounts and commissions and the company’s estimated offering expenses.
The company intends to use approximately $55.0 million of the net proceeds to repurchase 649,427 shares of common stock as described above, and to use the remainder for general corporate purposes.
Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. The company currently owns 87 product tankers (32 LR2 tankers, 41 MR tankers and 14 Handymax tankers) with an average age of 10.2 years.
The company has agreements to sell six MR product tankers and three LR2 product tankers, expected to close in the second quarter of 2026. It also has agreements for four MR new buildings with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029, and two VLCC new buildings with deliveries expected in the second half of 2028.
The New Notes were offered only to qualified institutional buyers under Rule 144A. The New Notes and any shares of common stock issuable upon conversion have not been registered and will not be registered under the Securities Act or other securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption.
Scorpio Tankers Inc.
James Doyle - Head of Corporate Development & Investor Relations
Tel: +1 203-900-0559
Email: investor.relations@scorpiotankers.com
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