8-K 1 accountingfirm8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

                       May 24, 2017                       
Date of Report (Date of earliest event reported)


           International Seaways, Inc.           
(Exact Name of Registrant as Specified in Charter)

1-37836-1
Commission File Number


Marshall Islands
 
98-0467117
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification Number)

 
 
600 Third Avenue
New York, New York 10016
 
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (212) 578-1600

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 

 

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 
Section 4 – Matters Related to Accountants and Financial Statements
 
 
Item 4.01
Changes in Registrant's Certifying Accountant.
 
The Audit Committee (the "Audit Committee") of the Board of Directors of International Seaways, Inc. (the "Company") conducted a comprehensive, competitive process to determine the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2017. The Audit Committee invited several accounting firms to participate in the process, including the Company's current independent registered public accounting firm, PricewaterhouseCoopers LLP ("PwC"). On May 24, 2017, the Audit Committee approved the engagement of Ernst& Young LLP ("EY") and dismissed PwC as the Company's independent registered public accounting firm.
 
PwC's audit reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
 
During the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through May 24, 2017, there were (i) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PwC's satisfaction, would have caused PwC to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided PwC with a copy of disclosures it is making in this Form 8-K and requested that PwC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above. A copy of PwC's letter dated May 31, 2017 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
 
In deciding to engage EY, the Audit Committee reviewed auditor independence and existing commercial relationships with EY, and concluded that EY has no commercial relationship with the Company that would impair its independence. During the fiscal years ended December 31, 2016 and 2015, and during the subsequent interim period through May 24, 2017, neither the Company nor anyone acting on its behalf has consulted with EY on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
 

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d)
Exhibits
 
Exhibit No.
16.1
 
Description
Letter from PricewaterhouseCoopers LLP.
 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
INTERNATIONAL SEAWAYS, INC.
           (Registrant)
 
 
 
 
 
Date: May 31, 2017
 
By:
 
 
/s/James D. Small III
 
 
Name:
Title:
James D. Small III
Chief Administrative Officer, Senior Vice President,
Secretary and General Counsel



EXHIBIT INDEX

 
Exhibit No.
16.1
 
Description
Letter from PricewaterhouseCoopers LLP.