CUSIP No. Y7542C106 Page 1 of 9 Pages
|
UNITED STATES
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
| |
|
SCHEDULE 13G
|
| |
|
Under the Securities Exchange Act of 1934
|
|
(Amendment No. __)*
|
|
Scorpio Tankers Inc.
|
|
(Name of Issuer)
|
|
Common Stock
|
|
(Title of Class of Securities)
|
|
Y7542C106
|
|
(CUSIP Number)
|
|
November 16, 2010
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. Y7542C106 Page 2 of 9 Pages
|
1.
|
Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
|
Kensico Capital Management Corporation
13-4079277
|
|
2.
|
Check the Appropriate Box
if a Member of a Group
|
(a) [ ]
(b) [ ]
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place
of Organization
|
Delaware
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
|
5.
|
Sole Voting
Power
|
-0-
|
|
6.
|
Shared Voting
Power
|
1,797,794
|
|
7.
|
Sole Dispositive
Power
|
-0-
|
|
8.
|
Shared Dispositive Power
|
1,797,794
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,797,794
|
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
[ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
7.5%
|
|
12.
|
Type of Reporting Person
|
CO
|
CUSIP No. Y7542C106 Page 3 of 9 Pages
|
1.
|
Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
|
Michael Lowenstein
|
|
2.
|
Check the Appropriate Box
if a Member of a Group
|
(a) [ ]
(b) [ ]
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place
of Organization
|
United States
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
|
5.
|
Sole Voting
Power
|
-0-
|
|
6.
|
Shared Voting
Power
|
1,797,794
|
|
7.
|
Sole Dispositive
Power
|
-0-
|
|
8.
|
Shared Dispositive Power
|
1,797,794
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,797,794
|
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
[ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
7.5%
|
|
12.
|
Type of Reporting Person
|
IN, HC
|
CUSIP No. Y7542C106 Page 4 of 9 Pages
|
1.
|
Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
|
Thomas J. Coleman
|
|
2.
|
Check the Appropriate Box
if a Member of a Group
|
(a) [ ]
(b) [ ]
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place
of Organization
|
United States
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
|
5.
|
Sole Voting
Power
|
-0-
|
|
6.
|
Shared Voting
Power
|
1,797,794
|
|
7.
|
Sole Dispositive
Power
|
-0-
|
|
8.
|
Shared Dispositive Power
|
1,797,794
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,797,794
|
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
[ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
7.5%
|
|
12.
|
Type of Reporting Person
|
IN, HC
|
CUSIP No. Y7542C106 Page 5 of 9 Pages
Schedule 13G
Item 1(a). Name of Issuer:
Scorpio Tankers Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
9, Boulevard Charles III
Monaco 98000
Item 2(a). Name of Persons Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
(i) Kensico Capital Management Corp. (“Kensico Capital Management”);
(ii) Michael Lowenstein (“Mr. Lowenstein”); and
(iii) Thomas J. Coleman (“Mr. Coleman”).
The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
This statement relates to shares of Common Stock of the Issuer held for the accounts of Kensico Partners, L.P., a Delaware limited partnership (“Kensico Partners”), Kensico Associates, L.P., a Delaware limited partnership (“Kensico Associates”), Kensico Offshore Fund Master, Ltd, an exempted company organized under the laws of the Cayman Islands, B.W.I. (“Kensico Offshore”), and Kensico Offshore Fund II Master, Ltd., an exempted company organized under the laws of the Cayman Islands, B.W.I. (“Kensico Offshore II” and, together with Kensico Partners, Kensico Associates, and Kensico Offshore, the “Funds”). Kensico Capital Management serves as investment manager to the Funds and, in such capacity, may be deemed to have voting and dispositive power over the shares held for the accounts of the Funds. Kensico Capital LLC, a Delaware limited liability company (“Kensico Capital”), serves as General Partner of Kensico Associates and Kensico Partners. Mr. Lowenstein and Mr. Coleman serve as Co-Presidents of Kensico Capital Management and are Managing Members of Kensico Capital.
Item 2(b). Address of Principal Business Office:
For each Reporting Person:
55 Railroad Avenue, 2nd Floor
Greenwich, Connecticut 06830
CUSIP No. Y7542C106 Page 6 of 9 Pages
Item 2(c). Citizenship:
See row 4 of each Reporting Person’s cover page.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
Y7542C106
Item 3. Not applicable.
Item 4. Ownership.
For each Reporting Person:
(a) Amount beneficially owned:
As of the date of this statement, each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 1,797,794 shares of Common Stock held for the accounts of the Funds. Of such 1,797,794 shares of Common Stock , Kensico Partners directly beneficially owns 421,194 shares of Common Stock, Kensico Associates directly beneficially owns 623,973 shares of Common Stock, Kensico Offshore directly beneficially owns 526,227 shares of Common Stock, and Kensico Offshore II directly beneficially owns 226,400 shares of Common Stock.
(b) Percent of class:
7.5%
This percentage is based on 23,948,664 shares of Common Stock issued and outstanding, as reported in the Issuer's Prospectus on Form 424B4 filed with the Securities and Exchange Commission on November 18, 2010, and consisting of 18,863,459 shares issued and outstanding prior to the offering to which such prospectus relates, 4,575,000 shares issued in the offering and an additional 510,205 shares issued in a concurrent private placement by the Issuer.
(c) Number of shares to which each Reporting Person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,797,794
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose of or direct the disposition of: 1,797,794
CUSIP No. Y7542C106 Page 7 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
(i) The partners of Kensico Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Partners in accordance with their partnership interests in Kensico Partners.
(ii) The partners of Kensico Associates have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Associates in accordance with their partnership interests in Kensico Associates.
(iii) The shareholders of Kensico Offshore have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Offshore in accordance with their ownership interests in Kensico Offshore.
(iv) The shareholders of Kensico Offshore II have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held by Kensico Offshore II in accordance with their ownership interests in Kensico Offshore II.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
|
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. Y7542C106 Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 24, 2010
|
KENSICO CAPITAL MANAGEMENT CORP.
|
|
By:
|
/s/ Michael Lowenstein
|
| |
Michael Lowenstein, Authorized Signatory
|
|
MICHAEL LOWENSTEIN
/s/ Michael Lowenstein
|
|
THOMAS J. COLEMAN
/s/ Thomas J. Coleman
|
CUSIP No. Y7542C106 Page 9 of 9 Pages
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit (the “Schedule 13G”), and any amendments thereto, is and will be filed with the Securities and Exchange Commission jointly on behalf of each of them.
Dated: November 24, 2010
|
KENSICO CAPITAL MANAGEMENT CORP.
|
|
By:
|
/s/ Michael Lowenstein
|
| |
Michael Lowenstein, Authorized Signatory
|
|
MICHAEL LOWENSTEIN
/s/ Michael Lowenstein
|
|
THOMAS J. COLEMAN
/s/ Thomas J. Coleman
|