International Seaways, Inc. filed a Form 8-K on November 3, 2026, reporting the completion of its acquisition of Bruton Limited on November 2, 2026, through a merger that resulted in the issuance of approximately 1.1 million shares of Parent Common Stock as merger consideration.

Key Highlights

  • Merger closed November 2, 2026: International Seaways completed the acquisition of Bruton Limited, a Bermuda-incorporated company, via merger of subsidiary Bravo Ltd. with and into Bruton, with Bruton surviving as an indirect wholly owned subsidiary.
  • Stock exchange ratio of 0.05190: Each Bruton Common Share held by a holder of more than 10,000 shares was converted into the right to receive 0.05190 shares of Parent Common Stock, plus cash in lieu of fractional shares.
  • Small-holder cash consideration of $6.3044 per share: Holders of 10,000 or fewer Bruton Common Shares received cash consideration of $6.3044 per Bruton Common Share.
  • Approximately 1.1 million shares issuable: According to the filing, approximately 1.1 million shares of Parent Common Stock are issuable in the aggregate as Per Share Stock Consideration, with the final number to be determined following completion of the settlement process.
  • Rule 802 exemption applied: The shares were issued in reliance on the exemption from registration provided by Rule 802 under the Securities Act of 1933, based in part on a determination that fewer than 10% of Bruton Common Shares were held by U.S. holders.
  • Transaction Agreement dated October 16, 2026: The governing agreement among International Seaways, Bravo Ltd., and Bruton Limited was dated October 16, 2026.

International Seaways Completes Bruton Limited Acquisition via Stock-and-Cash Merger

According to the Form 8-K filed with the SEC on November 3, 2026, International Seaways, Inc. (NYSE:INSW) completed the acquisition of Bruton Limited on November 2, 2026, pursuant to a Transaction Agreement dated October 16, 2026. The merger was structured as a combination of Bravo Ltd., an indirect wholly owned subsidiary of International Seaways, with and into Bruton Limited, leaving Bruton as an indirect wholly owned subsidiary of the parent company. The filing notes that Bruton was an exempted company limited by shares incorporated under the laws of Bermuda, with common shares carrying a par value of $0.10 per share.

The filing disclosed two forms of consideration paid to Bruton shareholders. Holders of more than 10,000 Bruton Common Shares received a stock-based exchange: each share was converted into the right to receive 0.05190 shares of International Seaways common stock, described in the filing as the "Per Share Stock Consideration," along with cash in lieu of any fractional shares. Holders of 10,000 or fewer Bruton Common Shares instead received a cash payment of $6.3044 per share. Certain excluded shares were not subject to either form of consideration, as the filing notes in both conversion descriptions.

The filing reported that approximately 1.1 million shares of Parent Common Stock are issuable in the aggregate as Per Share Stock Consideration, with the final share count to be determined after the settlement process concludes. These shares were issued without registration under the Securities Act of 1933, relying on the Rule 802 exemption, which the filing states was applied "based in part on a determination that fewer than 10% of the Bruton Common Shares were held by U.S. holders for purposes of Rule 802, determined in accordance with Rule 802."

What Was Disclosed

International Seaways disclosed the closing of its acquisition of Bruton Limited on November 2, 2026, including the per-share stock exchange ratio of 0.05190, a cash consideration of $6.3044 for small holders, and the issuance of approximately 1.1 million shares under the Rule 802 registration exemption.