Form 6-K





Washington, D.C. 20549









For the month of November 2017

Commission File Number: 001-34677




(Translation of registrant’s name into English)



9, Boulevard Charles III, Monaco 98000

(Address of principal executive office)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.





Attached as Exhibit 99.1 to this Report on Form 6-K is Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated financial statements, and the accompanying notes thereto, for the nine-month period ended September 30, 2017 of Scorpio Tankers Inc. (the “Company”).

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-210284) that was filed with the U.S. Securities and Exchange Commission with an effective date of March 18, 2016.




The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

This report includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as “forward-looking statements.” The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results or events. We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. When used in this report, the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions, terms, or phrases may identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to important factors and matters discussed elsewhere in this report, important factors that, in our view, could cause our actual results to differ materially from those discussed in the forward-looking statements include:


    the strength of world economies and currencies;


    general market conditions, including the market for our vessels, fluctuations in spot and charter rates and vessel values;


    the cost of our Newbuilding Program and the delivery and performance of our newbuilding vessels;


    availability of financing and refinancing;


    potential liability from pending or future litigation;


    general domestic and international political conditions;


    potential disruption of shipping routes due to accidents or political events;



    vessels breakdowns and instances of off-hires;


    competition within our industry;


    the supply of and demand for vessels comparable to ours;


    corruption, piracy, militant activities, political instability, terrorism, ethnic unrest in locations where we may operate;


    delays and cost overruns in construction projects;


    our level of indebtedness;


    our ability to obtain financing and comply with the restrictive and other covenants in our financing arrangements;


    our need for cash to meet our debt service obligations;


    our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;


    our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions;


    availability of skilled workers and the related labor costs;


    compliance with, and liabilities under, governmental, tax, environmental and safety regulation;


    any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;


    general economic conditions and conditions in the oil and natural gas industry;


    effects of new products and new technology in our industry;


    the failure of counterparties to fully perform their contracts with us;


    our dependence on key personnel;


    adequacy of our insurance coverage;


    our ability to obtain indemnities from customers;


    changes in laws, treaties or regulations applicable to us;


    the volatility of the price of our common shares; and


    other factors detailed in this Report on Form 6-K and from time to time in our periodic reports.



These factors and the other risk factors described in this report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of their dates. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please see the section entitled “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission on March 16, 2017, for a more complete discussion of these and other risks and uncertainties.




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, thereunto duly authorized.




Dated:   November 28, 2017     By:  

/s/ Brian Lee


Brian Lee


Chief Financial Officer