International Seaways agrees to buy Bruton at $370 million valuation to expand fleet
Key Facts
International Seaways announced agreements to acquire Bruton Limited at a valuation of about $370 million, according to a company statement attached to its filing with the U.S. Securities and Exchange Commission. The proposed deal includes Bruton's fleet of 4 very large crude carriers, expanding the company's presence in that shipping segment. The assets include one vessel in service, while the others remain under construction. The vessels are being built at the NTS shipyard in China, according to Bruton's fleet details. Seaways has a diversified fleet of about 70 vessels transporting crude oil and petroleum products.
Seaways expects to pay about 96% of the total transaction consideration in shares and the remainder in cash, according to its statement. The initial exchange agreements cover about 50.5% of Bruton's outstanding shares, according to the regulatory filing. The agreements set an exchange ratio of 0.05190 International Seaways shares for each Bruton share. Bruton shareholders holding 10,000 shares or fewer will receive cash consideration of $6.3044 per share upon the merger. The consideration terms thus combine the issuance of shares in the acquiring company with a cash settlement for smaller shareholders within the threshold specified in the agreement.
The transaction's legal structure calls for Bravo to merge into Bruton, according to the transaction agreement attached to the filing. Bruton will survive the merger as an indirect wholly owned subsidiary of Seaways. Bruton's board approved the agreement and related transactions, determining that they were fair and in the best interests of the company and its shareholders. The board also recommended submitting the merger to a shareholder vote after approving the agreement. The board received a written opinion from Pareto Securities that the cash and share consideration was "fair from a financial point of view" to shareholders, subject to the assumptions and limitations underlying the adviser's opinion.
Alongside the announcement of the agreements, Seaways provided preliminary estimates for its third-quarter performance, including revenue, net income and spot earnings. The company estimated shipping revenue and other operating revenue at between $480 million and $490 million for the quarter, according to its statement. It forecast net income of between $340 million and $350 million, including a gain on the sale of a tanker. Average blended spot earnings were about $68,000 a day in the third quarter. That compares with an average of $79,000 a day in the previous quarter, according to figures the company provided in the announcement.
Completion of the merger remains subject to Bruton shareholder approval, according to the conditions set out in the regulatory filing. The requirements also include New York Stock Exchange approval for the listing of Seaways shares to be issued in the merger. Closing is also conditional on there being no legal impediment to the transaction. Regarding trading in Bruton's securities, the agreement requires the company to make reasonable efforts to delist its depositary receipts from Euronext Growth Oslo. This obligation is to be fulfilled at closing, or as soon as practicable thereafter, under the transaction agreement's delisting provision.
Under the timetable announced when the agreements were signed, the initial exchange was expected to close around 20 October 2026. Bruton's shareholder meeting to vote on the merger was expected around 30 October 2026, according to the regulatory filing. Seaways set 5 November 2026 as the date for releasing its full results, which may differ from the preliminary estimates once the financial close process is completed. The transaction agreement allows either party to terminate it if the merger has not become effective by 15 November 2026, subject to contractual restrictions on exercising that right. That date represents a contractual deadline tied to the termination right, while the merger becoming effective remains subject to satisfaction of the closing conditions.