Approximately $515 million of rated debt affected
New York, November 28, 2016 -- Moody's Investors Service, ("Moody's") assigned
first-time Corporate Family (CFR) and Probability of Default (PDR)
ratings to International Seaways, Inc. ("INSW"),
formerly known as OSG International, Inc., of B3 and
B3-PD, respectively, to coincide with its spin-off
from Overseas Shipholding Group, Inc. ("OSG").
The spin-off is expected to be completed on November 30,
2016. Concurrently, Moody's downgraded the company's
senior secured first-lien revolving facility to Ba3 from Ba2 (LGD1)
and the senior first-lien term loan to B3 from B1 (LGD3).
This resolves the review for downgrade for these debt instruments,
which were part of the review for downgrade for OSG that was initiated
on October 24, 2016. Moody's also assigned a Speculative
Grade Liquidity rating of SGL-2. The ratings outlook is
stable.
RATINGS RATIONALE
The B3 rating reflects the highly cyclical nature of demand and volatility
in the company's international petroleum transportation markets,
and Moody's expectation of downward pressure on earnings and cash
flow as significant incremental tanker capacity is scheduled to enter
the market over the next year, weighing on freight rates and asset
values. The rating also reflects post-spinoff transition
risks, including INSW's lacking history of operating as an
independent publicly traded company, as well as the company's
smaller size and less diversified business profile, given the loss
of cash flow from the traditionally more stable U.S. Jones
Act business that supported its financial obligations.
These factors are balanced against the company's modest leverage
in the mid 2 times, pro-forma for the separation (all metrics
inclusive of Moody's standard adjustments), and Moody's
expectation that tanker demand will remain supportive over the next year,
despite significant new vessel deliveries, and enable INSW to sustain
credit metrics that support the B3 credit profile. The rating considers
the company's position as a leading player in its crude and refined
petroleum transportation markets as well as its longstanding senior management
team and good liquidity profile. Additionally, the company's
chartering-in of a portion of the fleet allows it to make fleet
adjustments when market conditions warrant, providing a degree of
flexibility for cost cutting. The ratings do not anticipate any
new debt or dividend distributions at separation but incorporate the expectation
that INSW will sustain a financial profile and policy that supports the
B3 rating level.
The SGL-2 rating reflects good liquidity post-separation,
characterized by healthy cash balances, ample availability under
the $50 million revolving credit facility due February 2019 (currently
undrawn) and Moody's expectation of moderate free cash flow after
cash outlays for drydocks and other capital expenditures. The revolver
is subject to a minimum collateral fair market value covenant of $500
million, of which the vessels were valued at approximately $970
million as of September 30, 2016. Term loan amortization
requirements of approximately $6 million annually are manageable
over the next year.
The stable ratings outlook balances softening freight rate conditions
against Moody's view that demand fundamentals will remain supportive
over the next year, helping INSW to meet its financial obligations.
The stable outlook incorporates Moody's expectation for increased
leverage due to market conditions in 2017 but anticipates that INSW will
maintain financial policies and a capital structure that support the B3
CFR.
The downgrade of the instrument ratings on the senior revolving credit
facility and the senior bank term loan to Ba3 and B3, respectively,
was caused by the change in the capital structure from that prior to the
spin-off.
The ratings could be downgraded if the company's capital structure
or financial policy results in lower-than-expected credit
metrics, including FFO + Interest to Interest approaching the
mid-low 2.0 times range on a sustained basis. A material
decline in revenues and/or a deterioration in the cash flow or liquidity
profile, or shareholder-friendly actions that compromise
debt-holder interests could also pressure the ratings.
Upward ratings momentum could occur if OSG deploys its cash in a manner
that would limit potential increases in debt, such as for fleet
investments rather than shareholder returns. Improving market conditions
that drive sustained growth in revenues and earnings with a financial
profile that results in sustained FFO + Interest to Interest above
3.0 times and a capital structure and liquidity profile that is
supportive of higher ratings, could lead to an upgrade. Reductions
in leverage via debt repayments will be important to sustaining stronger
credit metrics.
Downgrades:
..Issuer: International Seaways, Inc.
....Senior Secured 1st lien Term Loan,
Downgraded to B3 from B1 (LGD3)
....Senior Secured First Lien Revolving Credit
Facility, Downgraded to Ba3 from Ba2 (LGD1)
Assignments:
..Issuer: International Seaways, Inc.
.... Corporate Family Rating, Assigned
B3
.... Probability of Default Rating,
Assigned B3-PD
.... Speculative Grade Liquidity Rating,
Assigned SGL-2
Outlook Actions:
..Issuer: International Seaways, Inc.
....Outlook is stable
The principal methodology used in these ratings was Global Shipping Industry
published in February 2014. Please see the Rating Methodologies
page on www.moodys.com for a copy of this methodology.
International Seaways, Inc., a Marshall Islands corporation,
is a leading provider of ocean-based transportation of crude oil
and refined petroleum in the international market. It operates
its business under two segments: international crude tankers and
international product carriers. The company has a fleet of 55 vessels
of varying classes and ownership interests in 4 LNG carriers and 2 FSO
vessels through joint partnerships. Total revenues were approximately
$440 million as of the last twelve months ended September 30,
2016.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Yvonne Njogu
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Robert Jankowitz
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653