SEC Comment Letter for International Seaways, Inc. (INSW) (CIK 0001679049) (INSW) — Oct 3, 2016
International Seaways, Inc. (INSW) (CIK 0001679049)
Date: Oct. 3, 2016 · CIK: 0001679049 · Accession: 0000000000-16-095535
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37836
Letter
Mail Stop 3561 September 30, 2016 Ian T. Blackley Chief Financial Officer OSG International, Inc. 600 Third Avenue, 39th Floor New York, NY 10016
Re: OSG International, Inc. Amendment No. 1 to Registration Statement on Form 10-12B Filed September 15 , 2016 File No. 001-37836
Dear Mr. Blackley :
We have reviewed your amended filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these comments , we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 11, 2016 letter .
Exhibit 99.1
General
1. We note your statement in your response letter that you qualify as an emerging growth company. Please disclose this information in your registration statement .
Business, page 56
2. We note your respons e to our prior comment 9 and reissue in part. Please expand your discussion of the six commercial pools and the material terms of the pooling agreements, including how the revenues are allocate d among the members of the pool.
Ian T. Blackley OSG International, Inc. September 30 , 2016 Page 2
Joint Vent ures, page 61
3. We note your response to our prior comment 3 and reissue in part. Please provide further support for your belief that the joint venture agreement with Euronav NV regarding the floating storage and offloading vehicles is not material and the refore not required to be filed under Item 601(b)(10) of Regulation S -K. As part of your response please clarify how the expiration of the service contracts impacts the materiality of such joint venture agreement and the requirement to file the joint vent ure agreement under Item 601(b)(10). Alternatively, please file the joint venture agreement as an exhibit with your next amendment.
You may contact Theresa Brillant at (202) 551 -3307 or Lyn Shenk at (202) 551 -3380 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3584 with any other questions.
Sincerely,
/s/ Laura Nicholson
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Mail Stop 3561 September 30, 2016 Ian T. Blackley Chief Financial Officer OSG International, Inc. 600 Third Avenue, 39th Floor New York, NY 10016 Re: OSG International, Inc. Amendment No. 1 to Registration Statement on Form 10-12B Filed September 15 , 2016 File No. 001-37836 Dear Mr. Blackley : We have reviewed your amended filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments , we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 11, 2016 letter . Exhibit 99.1 General 1. We note your statement in your response letter that you qualify as an emerging growth company. Please disclose this information in your registration statement . Business, page 56 2. We note your respons e to our prior comment 9 and reissue in part. Please expand your discussion of the six commercial pools and the material terms of the pooling agreements, including how the revenues are allocate d among the members of the pool. Ian T. Blackley OSG International, Inc. September 30 , 2016 Page 2 Joint Vent ures, page 61 3. We note your response to our prior comment 3 and reissue in part. Please provide further support for your belief that the joint venture agreement with Euronav NV regarding the floating storage and offloading vehicles is not material and the refore not required to be filed under Item 601(b)(10) of Regulation S -K. As part of your response please clarify how the expiration of the service contracts impacts the materiality of such joint venture agreement and the requirement to file the joint vent ure agreement under Item 601(b)(10). Alternatively, please file the joint venture agreement as an exhibit with your next amendment. You may contact Theresa Brillant at (202) 551 -3307 or Lyn Shenk at (202) 551 -3380 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3584 with any other questions. Sincerely, /s/ Laura Nicholson Laura Nicholson Special Counsel Office of Transportation and Leisure cc: Jeffrey D. Karpf, Esq. Cleary Gottlieb Steen & Hamilton LLP