Edgar Filing: Scorpio Tankers Inc.

d1442632_424b7.htm

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-186815

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered/Proposed Maximum Aggregate Offering Price Per Security/Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (1)(2)

Common Stock, par value $0.01 per share	$41,098,956	$5,294

(1)(2)

Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant's common shares as reported on the New York Stock Exchange on January 6, 2014.

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 25, 2013)

Scorpio Tankers Inc.

3,523,271 Common Shares

offered by the Selling Shareholders

The Selling Shareholders named in this prospectus may sell in one or more offerings pursuant to our registration statement filed with the U.S. Securities and Exchange Commission (the "Commission") on February 25, 2013, up to 3,523,271 of our common shares that were previously acquired in private transactions. The Selling Shareholders may sell any or all of these common shares on any stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information on the Selling Shareholders and the times and manners in which they may offer and sell our common shares is described under the sections entitled "Selling Shareholders" and "Plan of Distribution" in this prospectus supplement. While we will bear all costs, expenses and fees in connection with the registration of the common shares, we will not receive any of the proceeds from the sale of our common shares by the Selling Shareholders.

Our common shares are listed on the New York Stock Exchange under the symbol "STNG."

Investing in our common stock involves a high degree of risk. Please read "Risk Factors " beginning on page S-9 of this prospectus supplement, on page 8 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement.

Neither the Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 8, 2014

TABLE OF CONTENTS

Prospectus Supplement

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT	S-i
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS	S-ii
PROSPECTUS SUMMARY	S-1
RECENT AND OTHER DEVELOPMENTS	S-5
THE OFFERING	S-8
RISK FACTORS	S-9
USE OF PROCEEDS	S-10
CAPITALIZATION	S-11
SELLING SHAREHOLDERS	S-12
PRICE RANGE OF OUR COMMON SHARES	S-13
PLAN OF DISTRIBUTION	S-14
DESCRIPTION OF OUR CAPITAL STOCK	S-16
EXPENSES	S-22
LEGAL MATTERS	S-23
EXPERTS	S-23
WHERE YOU CAN FIND ADDITIONAL INFORMATION	S-23

Base Prospectus

PROSPECTUS SUMMARY	1
RISK FACTORS	8
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS	10
RATIO OF EARNINGS TO FIXED CHARGES	11
USE OF PROCEEDS	12
CAPITALIZATION	13
PRICE RANGE OF OUR COMMON SHARES	14
PLAN OF DISTRIBUTION	15
ENFORCEMENT OF CIVIL LIABILITIES	17
DESCRIPTION OF CAPITAL STOCK	18
DESCRIPTION OF DEBT SECURITIES	24
DESCRIPTION OF WARRANTS	33
DESCRIPTION OF PURCHASE CONTRACTS	34
DESCRIPTION OF RIGHTS	35
DESCRIPTION OF UNITS	36
EXPENSES	37
TAX CONSIDERATIONS	38
LEGAL MATTERS	46
EXPERTS	46
WHERE YOU CAN FIND ADDITIONAL INFORMATION	46

Corporate Information

We are a Marshall Islands corporation with principal executive offices at 9, Boulevard Charles III Monaco 98000. Our telephone number at that address is 377-9798-5716. We also maintain an office at 150 East 58th Street, New York, NY 10155 and our telephone number at this address is (212) 542-1616. We maintain a website on the Internet at http://www.scorpiotankers.com. The information on our website is not incorporated by reference into this prospectus supplement and does not constitute a part of this prospectus supplement.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the base prospectus. The second part, the base prospectus, gives more general information about securities we may offer from time to time, some of which does not apply to this offering. Generally, when we refer only to the prospectus, we are referring to both parts combined, and when we refer to the accompanying prospectus, we are referring to the base prospectus.

If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information about us, the shares of common stock being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying prospectus together with additional information described under the heading, "Where You Can Find Additional Information" before investing in our common stock.

We prepare our financial statements, including all of the financial statements incorporated by reference in this prospectus supplement, in U.S. dollars and in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). We have a fiscal year end of December 31.

We have authorized only the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and any Selling Shareholders have not, authorized anyone to provide you with information that is different. We and the Selling Shareholders take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by reference in this document is accurate only as of the date such information was issued, regardless of the time of delivery of this prospectus supplement or any sale of our common shares.

S-i

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Matters discussed in this document may constitute forward-looking statements. 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.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This document 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. The words "believe", "anticipate", "intend", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this document 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 these important factors and matters discussed elsewhere in this prospectus, and in the documents incorporated by reference in this prospectus, important factors that, in our view, could cause 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 fluctuations in charterhire rates and vessel values, changes in demand in the tanker vessel markets, changes in the company's operating expenses, including bunker prices, insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities including those that may limit the commercial useful lives of tankers, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports we file with the Securities and Exchange Commission, or the Commission, and the New York Stock Exchange. We caution readers of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to update or revise any forward-looking statements. 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.

S-ii

PROSPECTUS SUMMARY

This section summarizes some of the key information that is contained or incorporated by reference in this prospectus. It may not contain all of the information that may be important to you. As an investor or prospective investor, you should review carefully the entire prospectus, any free writing prospectus that may be provided to you in connection with the offering of the common shares and the information incorporated by reference in this prospectus, including the sections entitled "Risk Factors" on page S-9 of this prospectus supplement; on page 8 of the accompanying prospectus in our Registration Statement on Form F-3, effective February 25, 2013; and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed on March 29, 2013. Unless the context otherwise requires, when used in this prospectus supplement, the terms "Scorpio Tankers," the "Company," "we," "our" and "us" refer to Scorpio Tankers Inc. and its subsidiaries. "Scorpio Tankers Inc." refers only to Scorpio Tankers Inc. and not its subsidiaries. The financial information included or incorporated by reference into this prospectus represents our financial information and the operations of our subsidiaries. Unless otherwise indicated, all references to currency amounts in this prospectus are in U.S. dollars.

Our Company

We are a provider of marine transportation of petroleum products worldwide. We currently own and operate 19 tankers (one LR2, four LR1, one Handymax, 12 MR, and one post-Panamax) that have a weighted average age of 4.3 years as of the date of this prospectus supplement and time charter-in and operate 29 tankers (eight LR2, four LR1, eight MR and nine Handymax tankers) along with 58 newbuilding product tankers and seven newbuilding very large crude carriers, or VLCCs, under construction. We also own approximately 30% of the outstanding shares of Dorian LPG Ltd. or Dorian, an international liquefied petroleum gas, or LPG, shipping company with a fleet of four LPG carriers (three of which are very large gas carriers, or VLGCs) and contracts for the construction of 16 fuel-efficient VLGC newbuildings from reputable shipyards.

The following table presents summary information concerning our fleet as of January 6, 2014:

	Vessel Name	Year Built	DWT	Ice class	Employment	Vessel type
	Owned vessels
1	STI Highlander	2007	37,145	1A	SHTP (1)	Handymax
2	STI Amber	2012	52,000	-	SMRP(4)	MR
3	STI Topaz	2012	52,000	-	SMRP(4)	MR
4	STI Ruby	2012	52,000	-	SMRP(4)	MR
5	STI Garnet	2012	52,000	-	SMRP(4)	MR
6	STI Onyx	2012	52,000	-	SMRP(4)	MR
7	STI Sapphire	2013	52,000	-	SMRP(4)	MR
8	STI Emerald	2013	52,000	-	SMRP(4)	MR
9	STI Beryl	2013	52,000	-	SMRP(4)	MR
10	STI Le Rocher	2013	52,000	-	SMRP(4)	MR
11	STI Larvotto	2013	52,000	-	SMRP(4)	MR
12	STI Fontvieille	2013	52,000	-	SMRP(4)	MR
13	STI Ville	2013	52,000	-	Spot	MR
14	Noemi	2004	72,515	-	SPTP (2)	LR1
15	Senatore	2004	72,514	-	SPTP (2)	LR1
16	STI Harmony	2007	73,919	1A	SPTP (2)	LR1
17	STI Heritage	2008	73,919	1A	SPTP (2)	LR1
18	Venice	2001	81,408	1C	SPTP (2)	Post-Panamax
19	STI Spirit	2008	113,100	-	SLR2P (3)	LR2

	Total owned DWT		1,148,520

S-1

	Vessel Name	Year Built	DWT	Ice class	Employment	Vessel type	Daily Base Rate	Expiry (5)
	Time Chartered-In vessels
20	Freja Polaris	2004	37,217	1B	SHTP (1)	Handymax	$12,700	14-Apr-14	(6)
21	Kraslava	2007	37,258	1B	SHTP (1)	Handymax	$12,800	18-May-14	(7)
22	Krisjanis Valdemars	2007	37,266	1B	SHTP (1)	Handymax	$12,800	14-Apr-14	(8)
23	Jinan	2003	37,285	-	SHTP (1)	Handymax	$12,600	28-Apr-15
24	Iver Progress	2007	37,412	-	SHTP (1)	Handymax	$12,500	03-Mar-15	(9)
25	Iver Prosperity	2007	37,455	-	SHTP (1)	Handymax	$12,500	20-Oct-14	(10)
26	Histria Azure	2007	40,394	-	SHTP (1)	Handymax	$12,600	04-Apr-14	(11)
27	Histria Coral	2006	40,426	-	SHTP (1)	Handymax	$12,800	17-Jul-14	(12)
28	Histria Perla	2005	40,471	-	SHTP (1)	Handymax	$12,800	15-Jul-14	(12)
29	STX Ace 6	2007	46,161	-	SMRP(4)	MR	$14,150	17-May-14	(13)
30	Targale	2007	49,999	-	SMRP(4)	MR	$14,500	17-May-14	(14)
31	Ugale	2007	49,999	1B	SMRP(4)	MR	$14,000	15-Jan-14	(15)
32	Gan-Triumph	2010	49,999	-	SMRP(4)	MR	$14,150	20-May-14
33	Nave Orion	2013	49,999	-	SMRP(4)	MR	$14,300	25-Mar-15	(16)
34	Hafnia Lupus	2012	50,385	-	SMRP(4)	MR	$14,760	26-Apr-14	(17)
35	Gan-Trust	2013	51,561	-	SMRP(4)	MR	$16,250	06-Jan-16	(18)
36	Usma	2007	52,684	1B	SMRP(4)	MR	$14,500	03-Jan-15
37	SN Federica	2003	72,344	-	SPTP (2)	LR1	$11,250	15-May-15	(19)
38	King Douglas	2008	73,666	-	SPTP (2)	LR1	$14,000	08-Aug-14	(20)
39	Hellespont Promise	2007	73,669	-	SPTP (2)	LR1	$12,500	14-Aug-14
40	FPMC P Eagle	2009	73,800	-	SPTP (2)	LR1	$14,525	09-Sep-15
41	FPMC P Hero	2011	99,995	-	SLR2P (3)	LR2	$15,000	02-May-14	(21)
42	FPMC P Ideal	2012	99,993	-	SLR2P (3)	LR2	$15,000	09-Jul-14	(22)
43	Densa Alligator	2013	105,708	-	SLR2P (3)	LR2	$16,500	17-Sep-14	(23)
44	Khawr Aladid	2006	106,003	-	SLR2P (3)	LR2	$15,400	11-Jul-15
45	Fair Seas	2008	115,406	-	SLR2P (3)	LR2	$16,250	31-Jan-14	(24)
46	Pink Stars	2010	115,592	-	SLR2P (3)	LR2	$16,125	10-Apr-14
47	Four Sky	2010	115,708	-	SLR2P (3)	LR2	$16,250	02-Sep-14
48	Orange Stars	2011	115,756	-	SLR2P (3)	LR2	$16,125	06-Apr-14

	Total time chartered-in DWT		1,913,611

S-2

	Newbuildings currently under construction
	Vessel Name	Yard		DWT	Ice class	Vessel type
	Product tankers

49	Hull 2451	HMD	(25)	38,000	1A	Handymax
50	Hull 2452	HMD	(25)	38,000	1A	Handymax
51	Hull 2453	HMD	(25)	38,000	1A	Handymax
52	Hull 2454	HMD	(25)	38,000	1A	Handymax
53	Hull 2462	HMD	(25)	38,000	1A	Handymax
54	Hull 2463	HMD	(25)	38,000	1A	Handymax
55	Hull 2464	HMD	(25)	38,000	1A	Handymax
56	Hull 2465	HMD	(25)	38,000	1A	Handymax
57	Hull 2476	HMD	(25)	38,000	1A	Handymax
58	Hull 2477	HMD	(25)	38,000	1A	Handymax
59	Hull 2478	HMD	(25)	38,000	1A	Handymax
60	Hull 2479	HMD	(25)	38,000	1A	Handymax
61	Hull 2499	HMD	(25)	38,000	1A	Handymax
62	Hull 2500	HMD	(25)	38,000	1A	Handymax
63	Hull 2389	HMD	(25)	52,000		MR
64	Hull 2390	HMD	(25)	52,000		MR
65	Hull 2391	HMD	(25)	52,000		MR
66	Hull 2392	HMD	(25)	52,000		MR
67	Hull 2449	HMD	(25)	52,000		MR
68	Hull 2450	HMD	(25)	52,000		MR
69	Hull 2458	HMD	(25)	52,000		MR
70	Hull 2459	HMD	(25)	52,000		MR
71	Hull 2460	HMD	(25)	52,000		MR
72	Hull 2461	HMD	(25)	52,000		MR
73	Hull 2492	HMD	(25)	52,000		MR
74	Hull 2493	HMD	(25)	52,000		MR
75	Hull 2445	HMD	(25)	52,000		MR
76	Hull 2474	HMD	(25)	52,000		MR
77	Hull 2475	HMD	(25)	52,000		MR
78	Hull 2490	HMD	(25)	52,000		MR
79	Hull S1138	SPP	(26)	52,000		MR
80	Hull S1139	SPP	(26)	52,000		MR
81	Hull S1140	SPP	(26)	52,000		MR
82	Hull S1141	SPP	(26)	52,000		MR
83	Hull S1142	SPP	(26)	52,000		MR
84	Hull S1143	SPP	(26)	52,000		MR
85	Hull S1144	SPP	(26)	52,000		MR
86	Hull S1145	SPP	(26)	52,000		MR
87	Hull S1167	SPP	(26)	52,000		MR
88	Hull S1168	SPP	(26)	52,000		MR
89	Hull S1169	SPP	(26)	52,000		MR
90	Hull S1170	SPP	(26)	52,000		MR
91	Hull S5122	SPP	(26)	52,000		MR
92	Hull S5123	SPP	(26)	52,000		MR

S-3

Newbuildings currently under construction
Vessel Name	Yard	DWT	Ice class	Vessel type
Product tankers

93	Hull S5124	SPP	(26)	52,000	MR
94	Hull S5125	SPP	(26)	52,000	MR
95	Hull S703	HSHI	(27)	114,000	LR2
96	Hull S704	HSHI	(27)	114,000	LR2
97	Hull S705	HSHI	(27)	114,000	LR2
98	Hull S706	HSHI	(27)	114,000	LR2
99	Hull S709	HSHI	(27)	114,000	LR2
100	Hull S710	HSHI	(27)	114,000	LR2
101	Hull S715	HSHI	(27)	114,000	LR2
102	Hull S716	HSHI	(27)	114,000	LR2
103	Hull 5394	DSME	(28)	114,000	LR2
104	Hull 5395	DSME	(28)	114,000	LR2
105	Hull 5398	DSME	(28)	114,000	LR2
106	Hull 5399	DSME	(28)	114,000	LR2


	Total newbuilding product tankers DWT			3,564,000

	VLCCs
107	Hull 5404	DSME	(29)	300,000	VLCC
108	Hull 5405	DSME	(29)	300,000	VLCC
109	Hull 5406	DSME	(29)	300,000	VLCC
110	Hull 5407	DSME	(29)	300,000	VLCC
111	Hull 5408	DSME	(29)	300,000	VLCC
112	Hull S777	HSHI	(30)	300,000	VLCC
113	Hull S778	HSHI	(30)	300,000	VLCC


	Total VLCC DWT			2,100,000

	Total Fleet DWT			8,726,131

(1)	This vessel operates in or is expected to operate in the Scorpio Handymax Tanker Pool (SHTP). SHTP is operated by Scorpio Commercial Management (SCM). SHTP and SCM are related parties to the Company.
(2)	This vessel operates in or is expected to operate in the Scorpio Panamax Tanker Pool (SPTP). SPTP is operated by SCM. SPTP is a related party to the Company.
(3)	This vessel operates in or is expected to operate in the Scorpio LR2 Pool (SLR2P). SLR2P is operated by SCM. SLR2P is a related party to the Company.
(4)	This vessel operates in or is expected to operate in the Scorpio MR Pool (SMRP). SMRP is operated by SCM. SMRP is a related party to the Company.
(5)	Redelivery from the charterer is plus or minus 30 days from the expiry date.
(6)	We have an option to extend the charter for an additional year at $14,000 per day.
(7)	We have an option to extend the charter for an additional year at $13,650 per day.
(8)	We have an option to extend the charter for an additional year at $13,650 per day. The agreement also contains a 50% profit and loss sharing provision whereby we split all of the vessel's profits and losses above or below the daily base rate with the vessel's owner.
(9)	We have an option to extend the charter for an additional year at $13,500 per day.
(10)	We have an option to extend the charter for an additional year at $13,250 per day.
(11)	We have an option to extend the charter for an additional year at $13,550 per day.
(12)	We have options to extend each charter for an additional year at $13,550 per day.

S-4

(13)	We have an option to extend the charter for an additional year at $15,150 per day.
(14)	We have options to extend the charter for up to three consecutive one year periods at $14,850 per day, $15,200 per day and $16,200 per day, respectively.
(15)	We have an option to extend the charter for an additional year at $15,000 per day.
(16)	We have an option to extend the charter for an additional year at $15,700 per day.
(17)	We have an option to extend the charter for an additional year at $16,000 per day.
(18)	The daily base rate represents the average rate for the three year duration of the agreement. The rate for the first year is $15,750 per day, the rate for the second year is $16,250 per day, and the rate for the third year is $16,750 per day. We have options to extend the charter for up to two consecutive one year periods at $17,500 per day and $18,000 per day, respectively.
(19)	We have an option to extend the charter for an additional year at $12,500 per day. We have also entered into an agreement with the vessel's owner whereby we split all of the vessel's profits above the daily base rate.
(20)	We have an option to extend the charter for an additional year at $15,000 per day.
(21)	We have options to extend the charter for two consecutive six month periods at $15,250 per day, and $15,500 per day respectively.
(22)	We have an option to extend the charter for an additional six months at $15,500 per day.
(23)	We have an option to extend the charter for one year at $17,550 per day.
(24)	We have options to extend the charter for two consecutive six month periods at $16,500 per day and $16,750 per day, respectively.
(25)	These newbuilding vessels are being constructed at HMD (Hyundai Mipo Dockyard Co. Ltd. of South Korea). 25 vessels are expected to be delivered in 2014 and five vessels in the first and second quarters of 2015.
(26)	These newbuilding vessels are being constructed at SPP (SPP Shipbuilding Co., Ltd. of South Korea ). 12 vessels are expected to be delivered in 2014 and four in the first and second quarters of 2015.
(27)	These newbuilding vessels are being constructed at HSHI (Hyundai Samho Heavy Industries Co., Ltd.). Six vessels are expected to be delivered in the third and fourth quarters of 2014 and two in the first quarter of 2015.
(28)	These newbuilding vessels are being constructed at DSME (Daewoo Shipbuilding and Marine Engineering). Two vessels are expected to be delivered in the fourth quarter of 2014 and two in the second quarter of 2015.
(29)	These newbuilding VLCCs are being constructed at DSME. One vessel is expected to be delivered in the third quarter of 2015, two in the fourth quarter of 2015 and two in the first quarter of 2016.
(30)	These newbuilding VLCCs are being constructed at HSHI. These vessels are expected to be delivered in the second and third quarters of 2016.

RECENT AND OTHER DEVELOPMENTS

VLCC Newbuildings

In December 2013, we entered into agreements with Daewoo Shipbuilding and Marine Engineering Co., Ltd., or DSME, and Hyundai Samho Heavy Industries Co., Ltd., or HSHI, for the construction of seven VLCCs for an aggregate purchase price of approximately $662.2 million. We expect to take delivery of one of these vessels in the third quarter of 2015, two in the fourth quarter of 2015, two in the first quarter of 2016, one in the second quarter of 2016 and one in the third quarter of 2016.

MR Product Tanker Newbuildings

In November 2013, we issued 3,611,809 common shares to unaffiliated third parties in connection with our acquisition of four MR product tanker newbuilding contracts, representing approximately 28% of the purchase price for the vessels.

In December 2013, we acquired contracts for the construction of four MR product tankers from unaffiliated third parties for a total purchase price of approximately $154.4 million, of which we paid approximately $4.4 million in cash and issued 3,523,271 common shares, representing approximately 26% of the total purchase price, to affiliates of York Capital. The remaining amount of the total purchase price will be paid to the shipyard from cash on hand and bank debt when installment payments relating to these newbuildings become due. The four vessels are currently under construction in South Korea. One vessel is expected to be delivered to us in the third quarter of 2014 and the remaining three are expected to be delivered to us in the first quarter of 2015.

S-5

Vessels Held for Sale

In December 2013, we designated certain of our older vessels (built prior to 2009) as held for sale as it is our intention to sell these vessels within the next 12 months.

VLGC Newbuildings and Investment in Dorian LPG Ltd.

In October 2013, we exercised options with HSHI for the construction of two VLGCs for $75.0 million each. Following our exercise of these options, our VLGC newbuilding orderbook totaled 11 vessels with HSHI and DSME.

In November 2013, we contributed our 11 VLGC newbuilding contracts, together with a cash payment of $1.9 million, to Dorian in exchange for newly issued shares representing 30% of Dorian's pro-forma outstanding shares at that time. As of the closing date, we paid $83.1 million in installment payments under these 11 VLGC contracts. As part of this transaction, we obtained certain protection rights customary for significant shareholders, which will terminate upon Dorian's initial public offering and listing of its shares on a national securities exchange, which is expected to take place within 2014.

Additionally, in November 2013, we purchased 24,121,621 new shares of Dorian's common stock as part of a private placement of shares for total consideration of $75.0 million. Total consideration for the initial transaction and follow-on private placement, including transaction related expenses, was $167.6 million. We currently own approximately 30% of the outstanding shares of Dorian.

Fourth Quarter 2013 Net Gain on Sales of Assets

We expect to record a net gain of approximately $14.1 million in December 2013 relating to a gain resulting from our investment in Dorian offset by a write-down of the book value of vessels designated as held for sale.

Newbuilding summary

As of the date of this prospectus supplement, our commitments under all of our newbuilding vessel agreements, after taking into consideration the above mentioned transactions are as follows*:

Q4 2013	$	260.9	million**
Q1 2014		222.9	million***
Q2 2014		404.1	million
Q3 2014		431.4	million
Q4 2014		310.9	million
Q1 2015		184.6	million
Q2 2015		226.8	million
Q3 2015		80.3	million
Q4 2015		103.5	million
Q1 2016		105.1	million
Q2 2016		56.7	million
Q3 2016		56.7	million

Total	$	2,443.9	million****

*	These are estimates only and are subject to change as construction progresses.

S-6

**	As of date of this prospectus supplement, all of these installment payments have been paid.

***	As of date of this prospectus supplement, $15.0 million of these installment payments have been paid.

****

Excludes the consideration of newly issued common shares of (i) approximately 28% of the purchase price for four MRs currently under construction with first and second quarter 2014 deliveries; and (ii) approximately 26% of the purchase price for four MRs currently under construction with third quarter 2014 and first quarter 2015 deliveries. These shares were issued in the fourth quarter of 2013.

KSURE Credit Facility

In October 2013, we received an Acceptance of Insurance Agreement from Korea Trade Insurance Corporation, or KSURE, covering 95% of the KSURE tranche of up to $358.3 million as part of a credit facility for up to $458.3 million, or the KSURE Financing, that is in the process of being finalized with a group of financial institutions. The KSURE Financing will also include a commercial tranche of up to $100.0 million.

The KSURE Financing will be used to finance up to 60% of the contract price of up to 21 newbuilding product tankers upon delivery. The covenants are similar to those in the Company's existing credit facilities, and other terms and conditions of the loan are in accordance with OECD Guidelines. The facility is subject to credit approval from participating financial institutions as well as executed documentation, and is expected to close in January 2014.

Dividend declaration and payment

On October 28, 2013, our board of directors declared a quarterly cash dividend of $0.07 per share, which was paid on December 18, 2013 to all shareholders of record as of December 3, 2013.

2013 Equity Incentive Plan

On October 11, 2013, our board of directors approved the reloading of the 2013 Equity Incentive Plan, or the Plan, and reserved 6,376,044 common shares, par value $0.01 per share, of the Company for issuance pursuant to the Plan.

Time charter-in update

In October 2013, we declared an option to extend the charter on a 2007 built MR product tanker that we are currently time chartering-in. The option agreement is for one year at $14,500 per day effective January 2014.

In December 2013, we declared an option to extend the charter on a 2007 built LR1 product tanker that we are currently time chartering-in. The option agreement is for six months at $14,250 per day effective February 2014.

In December 2013, we declared an option to extend the charter on a 2012 built LR2 product tanker that we are currently time chartering-in. The option agreement is for six months at $15,250 per day effective January 2014.

S-7

THE OFFERING

Maximum number of Common Shares offered by the Selling Shareholders

3,523,271 common shares

Common shares presently outstanding

198,791,502 common shares

New York Stock Exchange symbol

"STNG"

Use of proceeds

All common shares sold pursuant to this prospectus supplement will be sold by the Selling Shareholders for their own accounts. We will not receive any of the proceeds from such sales.

Risk factors

Investing in our common shares involves risks. You should carefully consider the risks discussed under the caption "Risk Factors on page S-9 of this prospectus supplement, on page 8 of the accompanying prospectus in our Registration Statement on Form F-3, effective February 25, 2013, and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed on March 29, 2013, and under the caption "Risk Factors" or any similar caption in the documents that we subsequently file with the Commission that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that you may be provided in connection with the offering of common shares pursuant to this prospectus supplement and the accompanying prospectus.

S-8

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 8 of the accompanying prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2012 and the other documents we have incorporated by reference in this prospectus supplement that summarize the risks that may materially affect our business before making an investment in our securities. See "Where You Can Find Additional Information — Information Incorporated by Reference." The occurrence of one or more of those risk factors could adversely impact our results of operations or financial condition.

S-9

USE OF PROCEEDS

All common shares sold pursuant to this prospectus supplement will be sold by the Selling Shareholders for their own accounts. We will not receive any of the proceeds from such sales.

S-10

CAPITALIZATION

The following table sets forth our capitalization at September 30, 2013, on:

an actual basis;

an as adjusted basis to give effect to the following:

Payments of $271.5 million relating to installment payments under our Newbuilding Program.

Our investment in Dorian. Total consideration for this transaction was $167.6 million which consists of $83.1 million of installment payments made to the shipyards prior to closing plus aggregate cash consideration of $84.5 million (which consists of cash payments made under the initial investment in Dorian, Dorian's subsequent follow-on offering and transaction related expenses).

Dividend payments of $13.7 million.

Principal payments of debt totaling $4.3 million which includes a $1.4 million prepayment made into our STI Spirit Credit Facility in order to maintain compliance with that facility's collateral maintenance ratio (which requires that the charter-free market value of STI Spirit be no less than 140% of the then outstanding loan balance) and $2.9 million of scheduled principal payments on our 2011 Credit Facility, STI Spirit Credit Facility and Newbuilding Credit Facility.

The issuance of 3,611,809 common shares to unaffiliated third parties in connection with our acquisition of four vessel newbuilding contracts.

The payment of $4.4 million and the issuance of 3,523,271 common shares to an unaffiliated third party in connection with our acquisition of four vessel newbuilding contracts.

There have been no other significant adjustments to our capitalization since September 30, 2013, as so adjusted. You should read the information below in connection with the section of this prospectus supplement entitled "Use of Proceeds," the consolidated financial statements and related notes included therein.

	As of September 30, 2013
In thousands of U.S. dollars	Actual			As adjusted
Cash	$	447,368		$	68,934

Current debt:
Bank loans (1)		13,754			12,097

Non-current debt:
Bank loans (1)		157,543			154,892
Total debt	$	171,297		$	166,989

Shareholders' equity:
Share capital	$	1,888		$	1,960
Additional paid-in capital		1,462,232			1,530,662
Treasury shares		(7,938	)		(7,938	)
Hedging reserve		(236	)		(236	)
Accumulated deficit(2)		(85,842	)		(85,842	)
Total shareholders' equity	$	1,370,104		$	1,438,606

Total capitalization	$	1,541,401		$	1,605,595

__________

(1)	Bank loans presented at September 30, 2013 are shown net of $2.6 million of deferred financing fees that are amortized over the term of the loans, including $0.2 million which relates to current bank loans and $2.4 million which relates to non-current bank loans.

(2)	Accumulated deficit, as adjusted does not include the effects of a net gain of approximately $14.1 million relating to a gain on our investment in Dorian and a write-down of the book value of vessels designated as held for sale.

S-11

SELLING SHAREHOLDERS

Based solely upon information furnished to us by the Selling Shareholders, the following table sets forth information with respect to the beneficial ownership of our common shares held as of the date of this prospectus supplement by the Selling Shareholders. The common shares registered hereby were acquired by the Selling Shareholders in connection with our acquisition, through the purchase of 100% of the issued and outstanding share capital of certain entities owned, directly or indirectly, in whole or in part, by one or more of the Selling Shareholders, of four vessel newbuilding contracts. Except for the acquisition of the vessel newbuilding contracts, to our knowledge there are no, and have not been within the past three years, any material relationships between us and the Selling Shareholders. The Selling Shareholders are offering an aggregate of up to 3,523,271 of our common shares, which were acquired in private transactions. The Selling Shareholders may sell some, all or none of their shares covered by this prospectus supplement.


Selling Shareholder(1)	Common Shares Owned Prior to the Offering		Percentage of Class Prior to the Offering (2)		Total Common Shares Offered Hereby		Percentage of the Class Following the Offering (3)
York Credit Opportunities Fund, L.P.		4,407,226	2.2	%		1,159,844	1.6	%
York Credit Opportunities Investments Master Fund, L.P.		4,545,761	2.3	%		1,131,143	1.7	%
York Capital Management, L.P.		515,688	0.3	%		515,688	0	%
York Multi-Strategy Master Fund, L.P.		716,596	0.4	%		716,596	0	%

________________

(1)	The business address of each selling shareholder is c/o York Capital Management, 767 Fifth Avenue, 17th Floor, New York, New York 10153.

(2)	Based on 198,791,502 common shares outstanding as of the date of this prospectus supplement.

(3)	Assumes that the Selling Shareholders sell all of the common shares offered hereby.

S-12

PRICE RANGE OF OUR COMMON SHARES

Shares of our common stock trade on the New York Stock Exchange under the symbol "STNG." The high and low prices of our common shares on the New York Stock Exchange are presented for the periods listed below.

FOR THE YEAR ENDED	HIGH		LOW
December 31, 2011	$	12.18	$	4.28
December 31, 2012	$	7.50	$	4.93
December 31, 2013	$	12.48	$	6.92

FOR THE QUARTER ENDED	HIGH		LOW
March 31, 2012	$	7.50	$	4.93
June 30, 2012	$	7.50	$	5.14
September 30, 2012	$	6.88	$	5.14
December 31, 2012	$	7.14	$	5.19
March 31, 2013	$	8.94	$	6.92
June 30, 2013	$	9.60	$	7.55
September 30, 2013	$	10.51	$	8.87
December 31, 2013	$	12.48	$	9.37

FOR THE MONTHS ENDED	HIGH		LOW
July 2013	$	10.51	$	8.87
August 2013	$	10.29	$	9.32
September 2013	$	10.28	$	9.38
October 2013	$	12.03	$	9.37
November 2013	$	12.48	$	11.26
December 2013	$	12.17	$	10.62
January 2014 (through and including January 6, 2014)	$	11.91	$	11.53

S-13

PLAN OF DISTRIBUTION

The Selling Shareholders (which as used herein include any successor entities thereto, and their respective affiliates that are direct or indirect equity investors in us (including other successors in interest selling our common shares received after the date of this prospectus from a Selling Shareholder as a partnership distribution or other transfer), may sell or distribute our securities included in this prospectus through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices (which may be above or below market prices prevailing at the time of the sale) or otherwise.

In addition, the selling shareholders may sell our securities included in this prospectus through:

a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or

ordinary brokerage transactions and transactions in which a broker solicits purchasers.

In addition, the selling shareholders may enter into option or other types of transactions that require us or them to deliver our securities to a broker-dealer, who will then resell or transfer the securities under this prospectus. Any selling shareholder may enter into hedging transactions with respect to our securities. For example, we or any selling shareholder may:

enter into transactions involving short sales of our common shares by broker-dealers;

sell common shares short and deliver the shares to close out short positions;

enter into option or other types of transactions that require us or the selling shareholder to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or

loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

Any selling shareholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any selling shareholder or borrowed from any selling shareholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any selling shareholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any selling shareholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

The selling shareholders and any broker-dealers or other persons acting on our behalf or on the behalf of the selling shareholders that participate with the selling shareholders in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended, or the Securities Act. As a result, we have or will inform the selling shareholders that Regulation M, promulgated under the Exchange Act, may apply to sales by the selling shareholders in the market. The selling shareholders may agree to indemnify any broker, dealer or agent that participates in transactions involving the sale of our common shares against certain liabilities, including liabilities arising under the Securities Act.

S-14

Except as set forth above, as of the date of this prospectus supplement, we are not a party to any agreement, arrangement or understanding between any broker or dealer and us with respect to the offer or sale of the securities pursuant to this prospectus.

Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the New York Stock Exchange, the existing trading market for our common shares, or sales made to or through a market maker other than on an exchange.

We will bear costs relating to the securities offered and sold by us under this prospectus supplement. We have agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities of any violation by the Company of the Securities Act and the Exchange Act applicable to the Company and relating to the registration of the shares offered by this prospectus that have not resulted from information provided by the Selling Shareholders.

As a result of requirements of the Financial Industry Regulatory Authority, or FINRA, formerly the National Association of Securities Dealers, Inc., the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us or any selling shareholder for the sale of any securities being registered pursuant to Rule 415 promulgated by the Commission under the Securities Act. If more than 5% of the net proceeds of any offering of common shares made under this prospectus will be received by a FINRA member participating in the offering or affiliates or associated persons of such a FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.

S-15

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated articles of incorporation and bylaws. Please see our amended and restated articles of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Purpose

Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Business Corporations Act of the Marshall Islands, or the BCA. Our amended and restated articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.

Authorized Capital Stock

Under our amended and restated articles of incorporation our authorized capital stock consists of 250,000,000 common shares, par value $0.01 per share, of which 198,791,502 shares are currently issued and outstanding (which excludes 1,170,987 shares held as treasury shares), and 25,000,000 preferred shares, par value $0.01 per share, of which no shares are issued and outstanding.

Share History

In April 2010, we closed the issuance of 12,500,000 common shares at $13.00 per share in our initial public offering and received net proceeds of $149.6 million, after deducting underwriters' discounts and offering expenses.

In May 2010, pursuant to the underwriters' exercise of their over-allotment option that we granted in connection with our initial public offering, we closed the issuance of 450,000 common shares at $13.00 and received $5.2 million, after deducting underwriters' discounts.

In November 2010, we closed on an underwritten follow-on public offering of 4,575,000 common shares at $9.80 per share. After deducting underwriters' discounts and paying offering expenses, the net proceeds were $41.8 million, and 510,204 shares were issued in a concurrent private placement to a member of the Lolli-Ghetti family for total proceeds of $5.0 million. On December 2, 2010, we closed the issuance of 686,250 common shares at $9.80 and received $6.4 million, after deducting underwriters' discounts, when the underwriters in our follow-on public offering fully exercised their over-allotment option.

In May 2011, we closed on an underwritten follow-on public offering of 6,000,000 common shares and also closed on the underwriters' over-allotment option to purchase 900,000 additional common shares at the offering price of $10.50 per share. We received net proceeds of $68.5 million, after deducting underwriters' discounts and offering expenses.

In December 2011, we closed on an underwritten follow-on public offering of 7,000,000 common shares at the offering price of $5.50 per share. We received net proceeds of $36.5 million, after deducting underwriters' discounts and estimated offering expenses.

In April 2012, we closed on a registered direct placement of 4,000,000 common shares at an offering price of $6.75 per share. We received net proceeds of $25.9 million, after deducting placement agents' discounts and expenses.

In December 2012, we closed on a registered direct placement of 21,639,774 common shares at the offering price of $6.10 per share. We received net proceeds of $127.2 million, after deducting placement agents' discounts and expenses.

S-16

In February 2013, we closed on a registered direct placement of 30,672,000 common shares at the offering price of $7.50 per share. We received net proceeds of $222.1 million, after deducting placement agents' discounts and expenses.

In March 2013, we closed on a registered direct placement of 29,012,000 common shares at the offering price of $8.10 per share. We received net proceeds of $226.8 million, after deducting placement agents' discounts and expenses.

In May 2013, we closed on a registered direct placement of 36,144,578 common shares at the offering price of $8.30 per share. We received net proceeds of $289.2 million, after deducting placement agents' discounts and expenses.

In August 2013, we closed on an underwritten follow-on public offering of 20,000,000 common shares at the offering price of $9.50 per share. In addition, the underwriters also fully exercised their over-allotment option to purchase 3,000,000 additional common shares at the offering price. We received aggregate net proceeds of $209.8 million, after deducting underwriters' discounts and estimated offering expenses.

In November 2013, we issued 3,611,809 common shares to unaffiliated third parties in connection with our acquisition of four vessel newbuilding contracts.

In December 2013, we issued 3,523,271 common shares to unaffiliated third parties in connection with our acquisition of four vessel newbuilding contracts.

Description of Common Shares

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common shares are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common shares are entitled to receive pro rata our remaining assets available for distribution. Holders of common shares do not have conversion, redemption or pre-emptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of any shares of preferred stock, which we may issue in the future.

Description of Preferred Shares

Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

the designation of the series;

the number of shares of the series;

the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and

the voting rights, if any, of the holders of the series.

Registrar and Transfer Agent

The registrar and transfer agent for our common shares is Computershare, Inc.

S-17

Listing

Our common shares are listed on the New York Stock Exchange under the symbol "STNG."

Directors

Our directors are elected by a plurality of the votes cast by shareholders entitled to vote. There is no provision allowing for cumulative voting.

Our amended and restated bylaws require our board of directors to consist of at least one member. Our board of directors consists of eight members. Our amended and restated bylaws may be amended by the vote of a majority of our entire board of directors.

Directors are elected annually on a staggered basis, and each shall serve for a three year term and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Our board of directors, as advised by our Compensation Committee, has the authority to fix the amounts which shall be payable to the members of the board of directors for attendance at any meeting or for services rendered to us.

Shareholder Meetings

Under our amended and restated bylaws, annual meetings of shareholders will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Republic of The Marshall Islands. Special meetings may be called at any time by a majority of our board of directors, the chairman of our board of directors or an officer of the Company who is also a director. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting. One or more shareholders representing at least one-third of the total voting rights of our total issued and outstanding shares present in person or by proxy at a shareholder meeting shall constitute a quorum for the purposes of the meeting.

Dissenters' Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation and the sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of The Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.

Shareholders' Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Limitations on Liability and Indemnification of Officers and Directors

The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors' fiduciary duties. Our amended and restated articles of incorporation and bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

S-18

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses (including attorney's fees and disbursements and court costs) to our directors and officers and carry directors' and officers' insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and this insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Anti-Takeover Effect of Certain Provisions of our Amended and Restated Articles of Incorporation and Bylaws

Several provisions of our articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Blank Check Preferred Stock

Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 25 million shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of us or the removal of our management.

Election and Removal of Directors

Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation also provide that our directors may be removed for cause upon the affirmative vote of not less than two-thirds of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our amended and restated articles of incorporation and our bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our amended and restated articles of incorporation and our bylaws provide that, unless otherwise prescribed by law, only a majority of our board of directors, the chairman of our board of directors or an officer of the Company who is also a director may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

S-19

Advance notice requirements for shareholder proposals and director nominations

Our bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 150 days nor more than 180 days prior to the one year anniversary of the immediately preceding annual meeting of shareholders. Our bylaws also specify requirements as to the form and content of a shareholder's notice. These provisions may impede shareholders' ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Classified board of directors

As described above, our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms. Accordingly, approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for two years.

Business combinations

Although the BCA does not contain specific provisions regarding "business combinations" between companies organized under the laws of the Marshall Islands and "interested shareholders," we have included these provisions in our articles of incorporation. Specifically, our articles of incorporation prohibit us from engaging in a "business combination" with certain persons for three years following the date the person becomes an interested shareholder. Interested shareholders generally include:

any person who is the beneficial owner of 15% or more of our outstanding voting stock; or

any person who is our affiliate or associate and who held 15% or more of our outstanding voting stock at any time within three years before the date on which the person's status as an interested shareholder is determined, and the affiliates and associates of such person.

Subject to certain exceptions, a business combination includes, among other things:

certain mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours;

any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 10% or more of either the aggregate market value of all of our assets, determined on a combined basis, or the aggregate value of all of our outstanding stock;

certain transactions that result in the issuance or transfer by us of any stock of ours to the interested shareholder;

any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into any class or series of stock, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and

any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through us.

S-20

These provisions of our articles of incorporation do not apply to a business combination if:

before a person became an interested shareholder, our board of directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;

upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than certain excluded shares;

at or following the transaction in which the person became an interested shareholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock that is not owned by the interest shareholder;

the shareholder was or became an interested shareholder prior to the closing of our initial public offering in 2010;

a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or

the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our articles of incorporation which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the board; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:

(i)

a merger or consolidation of us (except for a merger in respect of which, pursuant to the BCA, no vote of our shareholders is required);

(ii)

a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of us or of any direct or indirect majority-owned subsidiary of ours (other than to any direct or indirect wholly-owned subsidiary or to us) having an aggregate market value equal to 50% or more of either the aggregate market value of all of our assets determined on a consolidated basis or the aggregate market value of all the outstanding shares; or

(iii)

a proposed tender or exchange offer for 50% or more of our outstanding voting stock.

S-21

EXPENSES

The following are the estimated offering expenses of the issuance and distribution of the securities being registered under the registration statement of which this prospectus forms a part, all of which will be paid by us.


Commission Registration Fee	$	5,294
Printing and Engraving Expenses		25,000
Legal Fees and Expenses		50,000
Accountants' Fees and Expenses		5,000
Miscellaneous Costs		14,706
Total	$	100,000

S-22

LEGAL MATTERS

The validity of the common shares and certain other matters relating to United States Federal income and Marshall Islands tax considerations and to Marshall Islands corporations law will be passed upon for us by Seward & Kissel LLP, New York, New York.

EXPERTS

The consolidated financial statements incorporated in this prospectus supplement by reference from the Company's Annual Report on Form 20-F for the year ended December 31, 2012, and the effectiveness of Scorpio Tankers Inc.'s internal control over financial reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated therein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The international oil tanker shipping industry information, also incorporated in this prospectus supplement by reference from the Company's Annual Report on Form 20-F, attributed to Drewry Shipping Consultants Ltd., or Drewry, has been reviewed by Drewry, which has confirmed to us that such sections accurately describe the international tanker market, subject to the availability and reliability of the data supporting the statistical information presented in this prospectus supplement.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

As required by the Securities Act of 1933, we filed a registration statement relating to the securities offered by this prospectus supplement with the Commission. This prospectus supplement and the accompanying prospectus are parts of that registration statement, which includes additional information.

We file annual and special reports with the Commission. You may read and copy any document that we file and obtain copies at prescribed rates from the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling 1 (800) SEC-0330. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. Further information about our company is available on our website at http://www.scorpiotankers.com. The information on our website does not constitute a part of this prospectus supplement or the accompanying prospectus.

Information Incorporated by Reference

The Commission allows us to "incorporate by reference" information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document.

We incorporate by reference the documents listed below and certain future filings made with the Commission under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934:

Our Form 20-F for the year ended December 31, 2012, filed with the Commission on March 29, 2013 which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.

S-23

Our Reports of Foreign Private Issuer on Form 6-K filed with the Commission on February 25, 2013; February 26, 2013 (except as to information specifically excluded from incorporation herein); February 28, 2013; March 6, 2013; March 7, 2013; March 15, 2013; March 26, 2013; April 1, 2013; April 4, 2013 (all three Form 6-Ks); April 8, 2013; April 15, 2013 (both Form 6-Ks); April 26, 2013; April 29, 2013 (both Form 6-Ks, except as to information specifically excluded from incorporation herein); May 13, 2013; May 30, 2013 (except as to information specifically excluded from incorporation herein); June 5, 2013; June 7, 2013; July 2, 2013 (except as to information specifically excluded from incorporation herein); July 25, 2013; July 29, 2013 (except as to information specifically excluded from incorporation herein); August 6, 2013; August 7, 2013; August 28, 2013; September 19, 2013; October 15, 2013; October 21, 2013; October 29, 2013 (except as to information specifically excluded from incorporation herein); October 29, 2013 (except as to information specifically excluded from incorporation herein); November 5, 2013; November 20, 2013; December 3, 2013; and December 30, 2013 (except as to information specifically excluded from incorporation herein).

We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain current reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement (if they state that they are incorporated by reference into this prospectus) until the completion of this offering. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement.

We have authorized only the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the selling shareholders have not, authorized any other person to provide you with different information. We and the selling shareholders take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not, and the selling shareholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.

You may request a free copy of the above mentioned filing or any subsequent filing we incorporated by reference into this prospectus by writing or telephoning us at the following address:


MONACO		NEW YORK
9, Boulevard Charles III, Monaco 98000 Tel: +377-9798-5716		150 East 58th Street, New York, NY 10155 Tel: 1-212-542-1616

Information Provided by the Company

As a "foreign private issuer," we are exempt from the rules under the Securities Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of the New York Stock Exchange, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Securities Exchange Act. In addition, as a "foreign private issuer," our officers and directors are exempt from the rules under the Securities Exchange Act relating to short swing profit reporting and liability.

S-24

Prospectus

SCORPIO TANKERS INC.

Common Shares, Preferred Shares, Debt Securities, Guarantees, Warrants, Purchase Contracts, Rights and Units

Through this prospectus, we or any selling shareholder may periodically offer:

(1) our common shares,

(2) our preferred shares,

(3) our debt securities, which may be guaranteed by one or more of our subsidiaries,

(4) our warrants,

(5) our purchase contracts,

(6) our rights, and

(7) our units.

The prices and other terms of the securities that we or any selling shareholder will offer will be determined at the time of their offering and will be described in a supplement to this prospectus. We will not receive any of the proceeds from a sale of securities by the selling shareholders.

Our common shares are listed on the New York Stock Exchange under the symbol "STNG."

The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to this prospectus.

An investment in these securities involves a high degree of risk. See the section entitled "Risk Factors" beginning on page 8 of this prospectus, and other risk factors contained in the applicable prospectus supplement and in the documents incorporated by reference herein and therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 22, 2013.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	8
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS	10
RATIO OF EARNINGS TO FIXED CHARGES	11
USE OF PROCEEDS	12
CAPITALIZATION	13
PRICE RANGE OF COMMON SHARES	14
PLAN OF DISTRIBUTION	15
ENFORCEMENT OF CIVIL LIABILITIES	17
DESCRIPTION OF CAPITAL STOCK	18
DESCRIPTION OF DEBT SECURITIES	24
DESCRIPTION OF WARRANTS	33
DESCRIPTION OF PURCHASE CONTRACTS	34
DESCRIPTION OF RIGHTS	35
DESCRIPTION OF UNITS	36
EXPENSES	37
TAX CONSIDERATIONS	38
LEGAL MATTERS	46
EXPERTS	46
WHERE YOU CAN FIND ADDITIONAL INFORMATION	46

We prepare our financial statements, including all of the financial statements included or incorporated by reference in this prospectus, in U.S. dollars and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. We have a fiscal year end of December 31.

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the Commission, using a shelf registration process. Under the shelf registration process, we or any selling shareholder may sell our common shares, preferred shares, debt securities (and related guarantees), warrants, purchase contracts and units described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we or any selling shareholder may offer. Each time we or a selling shareholder offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the offered securities. We may file a prospectus supplement in the future that may also add, update or change the information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement, together with the additional information described below.

This prospectus and any prospectus supplement are part of a registration statement we filed with the Commission and do not contain all the information in the registration statement. Forms of the indentures and other documents establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. For further information about us or the securities offered hereby, you should refer to the registration statement, which you can obtain from the Commission as described below under the section entitled "Where You Can Find Additional Information."

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

(i)

PROSPECTUS SUMMARY

Unless the context otherwise requires, when used in this prospectus, the terms "Scorpio Tankers," the "Company," "we," "our" and "us" refer to Scorpio Tankers Inc. and its subsidiaries. "Scorpio Tankers Inc." refers only to Scorpio Tankers Inc. and not its subsidiaries. Unless otherwise indicated, all references to "dollars" and "$" in this prospectus are to the lawful currency of the United States. We use the term deadweight tons, or dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of tankers.

Our Company

We are Scorpio Tankers Inc., a company incorporated in the Republic of the Marshall Islands. We provide seaborne transportation of crude oil and other petroleum products worldwide. We began our operations in October 2009 with three vessel-owning and operating subsidiary companies. In April 2010, we completed our initial public offering of 12,500,000 common shares at a public offering price of $13.00 per share and commenced trading on the New York Stock Exchange, or NYSE, under the symbol "STNG." We have since expanded our fleet, and as of the date of this prospectus, our fleet consists of 13 wholly-owned tankers (four LR1 tankers, one Handymax tanker, six MR tankers, one LR2 tanker and one post-Panamax tanker), 19 time chartered-in tankers (five Handymax tankers, eight MR tankers, three LR1 tankers and three LR2 tankers, including one vessel we expect to be delivered to us in 2013) and we have contracted for 16 newbuilding MR tankers and four Handymax tankers, two of which are expected to be delivered to us by April 2013 and the remaining 18 by the end of 2014.

We intend to continue to grow our fleet through timely and selective acquisitions of modern, high-quality tankers. We expect to focus future vessel acquisitions primarily on medium-sized product or coated tankers. However, we will also consider purchasing other classes of tankers if we determine that those vessels would, in our view, present favorable investment opportunities.

Our founder, Chairman and Chief Executive Officer, Mr. Emanuele Lauro, is a member of the Lolli-Ghetti family, which has been involved in shipping since the early 1950s through the Italian company Navigazione Alta Italia, or NAI. The Lolli-Ghetti family owns and controls the Scorpio Group, which includes: Scorpio Ship Management S.A.M. and Scorpio Commercial Management S.A.M., which provide us and third parties with technical and commercial management services, respectively; Scorpio Services Holding Limited, which provides us with administrative services; and other affiliated entities. Our President, Mr. Robert Bugbee, also has a senior management position at Scorpio Group, and was formerly the President and Chief Operating Officer of OMI Corporation, which was a publicly traded shipping company.

Our Fleet

Below is our fleet list as of the date of this prospectus:

				Ice
	Vessel Name	Year Built	DWT	Class	Employment	Vessel type
	Owned vessels
1	STI Highlander	2007	37,145	1A	SHTP (1)	Handymax
2	STI Amber	2012	52,000	-	SMRP(4)	MR
3	STI Topaz	2012	52,000	-	SMRP(4)	MR
4	STI Ruby	2012	52,000	-	SMRP(4)	MR
5	STI Garnet	2012	52,000	-	SMRP(4)	MR
6	STI Onyx	2012	52,000	-	SMRP(4)	MR
7	STI Sapphire	2013	52,000	-	Spot	MR
8	Noemi	2004	72,515	-	SPTP (2)	LR1
9	Senatore	2004	72,514	-	SPTP (2)	LR1
10	STI Harmony	2007	73,919	1A	SPTP (2)	LR1
11	STI Heritage	2008	73,919	1A	SPTP (2)	LR1
12	Venice	2001	81,408	1C	SPTP (2)	Post-Panamax
13	STI Spirit	2008	113,100	-	SLR2P (3)	LR2
	Total owned DWT		836,520

							Time Charter Info
	Time Chartered-In vessels
				Ice			Daily Base
	Vessel Name	Year Built	DWT	Class	Employment	Vessel type	Rate	Expiry (5)
14	Kraslava	2007	37,258	1B	SHTP (1)	Handymax	$12,070	18-Jul-13	(6)
15	Krisjanis Valdemars	2007	37,266	1B	SHTP (1)	Handymax	$12,000	14-Jun-13	(7)
16	Histria Azure	2007	40,394	-	SHTP (1)	Handymax	$12,000	04-Apr-14	(8)
17	Histria Coral	2006	40,426	-	SHTP (1)	Handymax	$13,000	17-Jul-13	(9)
18	Histria Perla	2005	40,471	-	SHTP (1)	Handymax	$13,000	15-Jul-13	(9)
19	STX Ace 6	2007	46,161	-	SMRP(4)	MR	$14,150	17-May-14	(10)
20	Pacific Duchess	2009	46,697	-	SMRP(4)	MR	$13,800	17-Mar-13	(11)
21	Targale	2007	49,999	-	SMRP(4)	MR	$14,500	17-May-14	(12)
22	Ugale	2007	49,999	1B	SMRP(4)	MR	$14,000	15-Jan-14	(13)
23	Freja Lupus	2012	50,385	-	SMRP(4)	MR	$14,760	26-Apr-14	(14)
24	Valle Bianca	2007	50,633	-	SMRP(4)	MR	$12,000	22-Mar-13	(15)
25	Gan-Trust	2013	51,561	-	Spot	MR	$16,250	06-Jan-16	(16)
26	Usma	2007	52,684	1B	SMRP(4)	MR	$13,500	03-Jan-14	(17)
27	SN Federica	2003	72,344	-	Spot	LR1	$11,250	28-Feb-15	(18)
28	Hellespont Promise	2007	73,669	-	SPTP (2)	LR1	$12,500	16-Dec-13	(19)
29	FPMC P Eagle	2009	73,800	-	SPTP (2)	LR1	$12,800	09-Sep-13	(20)
30	FPMC P Hero	2011	99,995	-	SLR2P (3)	LR2	$14,750	13-Oct-13	(21)
31	FPMC P Ideal	2012	99,993	-	SLR2P (3)	LR2	$14,750	09-Jul-13	(21)
32	Fair Seas	2008	115,406	-	SLR2P (3)	LR2	$16,000	27-Jul-13	(22)
	Total time chartered-in DWT		1,129,141

	Newbuildings currently under construction
			Ice
	Vessel Name	DWT	Class	Vessel type
33	Hull 2451	37,000	1A	Handymax	(23)
34	Hull 2452	37,000	1A	Handymax	(23)
35	Hull 2453	37,000	1A	Handymax	(23)
36	Hull 2454	37,000	1A	Handymax	(23)
37	Hull 2362	52,000		MR	(23)
38	Hull 2369	52,000		MR	(23)

39	Hull 2389	52,000	MR	(23)
40	Hull 2390	52,000	MR	(23)
41	Hull 2391	52,000	MR	(23)
42	Hull 2392	52,000	MR	(23)
43	Hull 2449	52,000	MR	(23)
44	Hull 2450	52,000	MR	(23)
45	Hull S1138	52,000	MR	(24)
46	Hull S1139	52,000	MR	(24)
47	Hull S1140	52,000	MR	(24)
48	Hull S1141	52,000	MR	(24)
49	Hull S1142	52,000	MR	(24)
50	Hull S1143	52,000	MR	(24)
51	Hull S1144	52,000	MR	(24)
52	Hull S1145	52,000	MR	(24)
	Total newbuilding DWT	980,000


	Total DWT	2,945,661

_____________

(1)	This vessel operates in or is expected to operate in the Scorpio Handymax Tanker Pool (SHTP). SHTP is operated by Scorpio Commercial Management (SCM). SHTP and SCM are related parties to the Company.
(2)	This vessel operates in or is expected to operate in the Scorpio Panamax Tanker Pool (SPTP). SPTP is operated by SCM. SPTP is a related party to the Company.
(3)	This vessel operates in or is expected to operate in the Scorpio LR2 Pool (SLR2P). SLR2P is operated by SCM. SLR2P is a related party to the Company.
(4)	This vessel operates in or is expected to operate in the Scorpio MR Pool (SMRP). SMRP is operated by SCM. SMRP is a related party to the Company.
(5)	Redelivery from the charterer is plus or minus 30 days from the expiry date.
(6)	We have an option to extend the charter for an additional year at $13,070 per day.
(7)	We have an option to extend the charter for an additional year at $13,000 per day. The agreement also contains a 50% profit and loss sharing provision whereby we split all of the vessel's profits and losses above or below the daily base rate with the vessel's owner.
(8)	In April 2013, the daily base rate will increase to $12,600 per day for one year thereafter. We have an option to extend the term of the charter for an additional year at $13,550 per day.
(9)	Represents the average rate for the two year duration of the agreement. The rate for the first year is $12,750 per day and the rate for the second year is $13,250 per day. We have an option to extend the charter for an additional year at $14,500 per day.
(10)	We have an option to extend the charter for an additional year at $15,150 per day.
(11)	We have an option for the Company to extend the charter for an additional year at $14,800 per day.
(12)	We have options to extend the charter for up to three consecutive one year periods at $14,850 per day, $15,200 per day and $16,200 per day, respectively.
(13)	We have an option to extend the charter for an additional year at $15,000 per day.
(14)	We have an option to extend the charter for an additional year at $16,000 per day.
(15)	We have an option to extend the charter for an additional six months at $13,000 per day.
(16)	The daily base rate represents the average rate for the three year duration of the agreement. The rate for the first year is $15,750 per day, the rate for the second year is $16,250 per day, and the rate for the third year is $16,750 per day. We have options to extend the charter for up to two consecutive one year periods at $17,500 per day and $18,000 per day, respectively.
(17)	We have an option to extend the charter for an additional year at $14,500 per day.
(18)	We have an option to extend the charter for an additional year at $12,500 per day. We have also entered into an agreement with the owner whereby we split all of the vessel's profits above the daily base rate.
(19)	We have an option to extend the charter for an additional six months at $14,250 per day.
(20)	We have options to extend the charter for up to two consecutive one year periods at $13,400 per day and $14,400 per day, respectively. We have also entered into an agreement with a third party whereby we split all of the vessel's profits and losses above or below the daily base rate.
(21)	We have options to extend the charters for three consecutive six month periods at $15,000 per day, $15,250 per day, and $15,500 per day respectively. FPMC P Hero is expected to be delivered in April 2013 and FPMC P Ideal was delivered in January 2013.
(22)	We have options to extend the charter for three consecutive six month periods at $16,250 per day, $16,500 per day, and $16,750 per day respectively.
(23)	These Newbuilding vessels are being constructed at HMD (Hyundai Mipo Dockyard Co. Ltd. of South Korea). Two vessels are expected to be delivered between March 2013 and April 2013, and the remaining 10 are expected to be delivered by October 2014.
(24)	These Newbuilding vessels are being constructed at SPP (SPP Shipbuilding Co., Ltd. of South Korea ). These eight vessels are expected to be delivered by the end of 2014.

Chartering Strategy

Generally, we operate our vessels in commercial pools (such as the Scorpio MR Pool, Scorpio LR2 Pool, Scorpio Panamax Tanker Pool, and Scorpio Handymax Tanker Pool), on time charters or in the spot market.

Commercial Pools

To increase vessel utilization and thereby revenues, we participate in commercial pools with other shipowners of similar modern, well-maintained vessels. By operating a large number of vessels as an integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools employ experienced commercial managers and operators who have close working relationships with customers and brokers, while technical management is performed by each shipowner. Pools negotiate charters with customers primarily in the spot market. The size and scope of these pools enable them to enhance utilization rates for pool vessels by securing backhaul voyages and contracts of affreightment, or COAs, thus generating higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable in the spot market.

Time Charters

Time charters give us a fixed and stable cash flow for a known period of time. Time charters also mitigate, in part, the seasonality of the spot market business, which is generally weaker in the second and third quarters of the year. In the future, we may opportunistically look to enter our vessels into time charter contracts. We may also enter into time charter contracts with profit sharing agreements, which enable us to benefit if the spot market increases.

Spot Market

A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates are volatile and fluctuate on a seasonal and year-to-year basis. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. Vessels operating in the spot market generate revenue that is less predictable, but may enable us to capture increased profit margins during periods of improvements in tanker rates.

Management of Our Fleet

Commercial and Technical Management

Our vessels are commercially managed by Scorpio Commercial Management S.A.M., or SCM, and technically managed by Scorpio Ship Management S.A.M., or SSM, pursuant to a Master Agreement. SCM and SSM are related parties of us. We expect that additional vessels that we may acquire in the future will also be managed under the Master Agreement.

SCM's services include securing employment, in the spot market and on time charters, for the Company's vessels. SCM also manages the Scorpio Group Pools. We pay SCM as our commercial manager a fee of $250 per vessel per day for each post-Panamax, LR1, LR2 vessel and $300 per vessel per day for each of our Handymax and MR vessels, plus 1.25% commission on gross revenues per charter fixture when SCM provides commercial management services for vessels that are not in any of the Scorpio Group Pools. The Scorpio Handymax Tanker Pool, Scorpio Panamax Tanker Pool, Scorpio LR2 Pool and Scorpio MR Pool and participants collectively pay SCM a pool management fee of $250 per vessel per day with respect to our LR2 vessels, $300 per vessel per day with respect to each of our Panamax vessels and $325 per vessel per day with respect to each of our Handymax and MR vessels, plus 1.50% commission on gross revenues per charter fixture. These are the same fees that SCM charges other vessels in these pools, including third party owned vessels.

SSM facilitates vessel support, such as crew, provisions, deck and engine stores, insurance, maintenance and repairs, and other services as necessary to operate the Company's vessels, such as drydocks and vetting/inspection. We currently pay SSM $548 per vessel per day to provide technical management services for each of our vessels. This fee is the same charged to third parties by SSM, and therefore the Company believes it represents a market rate for such services.

Administrative Services Agreement

We have an Administrative Services Agreement with Scorpio Services Holding Limited, or SSH or our Administrator, for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services. SSH is a related party to us. Liberty Holding Company Ltd., or Liberty, a company affiliated with us, acted as our Administrator until March 13, 2012 when the Administrative Services Agreement was assigned to SSH. The effective date of the novation was November 9, 2009, the date that we first entered into the agreement with Liberty. We reimburse our current Administrator for the reasonable direct or indirect expenses it incurs in providing us with the administrative services described above. Our Administrator also arranges vessel sales and purchases for us. The services provided to us by our Administrator may be sub-contracted to other entities within the Scorpio Group.

We pay our Administrator a fee for arranging vessel purchases and sales for us, equal to 1% of the gross purchase or sale price, payable upon the consummation of any such purchase or sale. For the nine months ended September 30, 2012, we paid our Administrator $0.5 million, in aggregate, relating to the sales of STI Conqueror, STI Gladiator and STI Matador, and $1.9 million, in aggregate, relating to the purchase and delivery of our first five newbuilding vessels. For the year ended December 31, 2011, we paid our Administrator $0.7 million in fees relating to vessel acquisitions. We believe this 1% fee on purchases and sales is customary in the tanker industry.

Further, pursuant to our administrative services agreement, our Administrator, has agreed that it will not directly own product or crude tankers ranging in size from 35,000 dwt to 200,000 dwt.

Our administrative services agreement, whose effective commencement began in December 2009, was automatically renewed on December 31, 2012 for an additional term of two years.

Corporate Structure

We were incorporated in the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporation Act on July 1, 2009. We currently maintain our principal executive offices at 9, Boulevard Charles III, Monaco 98000 and our telephone number at that location is +377-9798-5716. We also maintain an office in the United States at 150 East 58th Street, New York, New York 10155 and the telephone number at that address is 212-542-1616. We own each of the vessels in our owned fleet, and expect to own each additional vessel that we acquire into our owned fleet in the future, through separate wholly-owned subsidiaries incorporated in the Republic of the Marshall Islands. The vessels in our time chartered-in fleet are chartered-in to our wholly-owned subsidiary, STI Chartering and Trading Ltd.

RECENT AND OTHER DEVELOPMENTS

Public Offerings

In December 2012, we closed on a follow-on public offering of 21,639,774 common shares at the offering price of $6.10 per share. We received net proceeds of approximately $127.2 million, after deducting placement agents' discounts and expenses. Jefferies & Company, Inc. and RS Platou Markets AS acted as placement agents. The net proceeds of the offering were used to partially repay outstanding indebtedness under the Company's 2010 Revolving Credit Facility and for general corporate purposes, including vessel acquisitions and working capital.

In February 2013, we closed on a follow-on public offering of 30,672,000 common shares at the offering price of $7.50 per share. We received net proceeds of approximately $222.1 million, after deducting placement agents' discounts and expenses. RS Platou Markets AS, Clarkson Capital Markets, DNB Markets, Inc. and Evercore Group L.L.C. acted as placement agents. The net proceeds of the offering are being used for vessel acquisitions, working capital and other general corporate purposes.

Newbuilding Vessels

In December 2012, we exercised options with Hyundai Mipo Dockyard Co., Ltd. of South Korea, or HMD, for the construction of two MR product tanker newbuildings and we also signed an agreement with SPP Shipbuilding Co., Ltd. of South Korea, or SPP, for the construction of four MR product tanker newbuildings. These six newbuildings are scheduled to be delivered to us in the second and third quarters of 2014. The contract price for each of the newbuildings is approximately $33.0 million.

In January 2013, we took delivery of STI Sapphire, the sixth vessel under our Newbuilding program. The vessel was partially financed under our $150 million senior secured term loan facility, which we refer to as our 2011 Credit Facility.

In January 2013, we entered into an agreement with HMD for the construction of two additional MR product tankers for approximately $32.5 million each. These vessels are scheduled to be delivered to us in May and June 2014.

In February 2013, we exercised options with HMD for the construction of four Handymax, ice class 1A product tankers (37,000 DWT) for approximately $30.0 million each. These vessels are scheduled to be delivered in the third quarter of 2014. In conjunction with these contracts, we received four fixed price options for similar vessels which would be delivered in the first half of 2015.

In February 2013, we reached an agreement with SPP for the construction of four MR product tankers for approximately $32.5 million each, two of which are the exercise of options from a previous contract. These vessels will be delivered in the third and fourth quarters of 2014. In conjunction with these contracts, we received extensions on several previously agreed options and received four new fixed price options for similar vessels which would be delivered in 2015.

Currently, we have contracts for the construction of 20 product tankers with HMD and SPP, consisting of 16 MR and four Handymax vessels. Of these 20 newbuilding product tankers, two are scheduled to be delivered to us by April 2013 and 18 are scheduled to be delivered to us by the end of 2014. As of February 19, 2013, we have paid $50.9 million of installment payments related to these newbuilding product tankers, and are committed to make additional installment payments of $604.4 million. In addition, we have unfunded fixed price options with HMD and SPP for the construction of an additional 14 product tankers.

Time Chartered-in Vessels

In November 2012, we entered into time charter-in agreements for two LR1 tankers and a LR2 tanker. The terms of the contracts are summarized as follows:

A 2007-built, 73,669 DWT LR1 product tanker on a one year time charter-in agreement at $12,500 per day, with an option for us to extend the charter for an additional six months. This vessel was delivered to us in December 2012.

A 2003-built, 72,344 DWT LR1 product tanker on a two year time charter-in agreement at $11,250 per day, with an option for us to extend the charter for an additional year at $12,500 per day. Additionally, we have entered into a profit sharing arrangement whereby 50% of the profits above the charterhire rate are being shared with the owner of the vessel. This vessel was delivered to us in January 2013.

A 2008-built, 115,406 DWT LR2 product tanker on a six month time charter-in agreement at $16,000 per day, with an option for us to extend the charter for three consecutive six month periods at $16,250 per day, $16,500 per day and $16,750 per day, respectively. This vessel was delivered to us in January 2013.

In December 2012, we agreed to time charter-in two product tankers. The terms of the contracts are summarized as follows:

A 2007 built, 52,684 DWT MR ice-class 1B product tanker on a one year time charter-in agreement at $13,500 per day. The agreement includes an option for us to extend the charter for an additional year at $14,500 per day. This vessel was delivered to us in January 2013.

A 2007 built Handymax product tanker, which already is time chartered-in by us, will be time chartered-in for one additional year at $12,600 per day and is expected to commence in April 2013. The agreement includes an option for us to extend the charter for an additional year at $13,550 per day.

In January 2013, we agreed to time charter-in and took delivery of a 2007 built, 49,999 DWT MR ice-class product tanker on a one year time charter-in agreement at $14,000 per day. The agreement also contains an option for us to extend the charter by one year at $15,000 per day.

Additionally, in January 2013, we took delivery of the following vessels that we previously agreed to time charter-in.

A 2013 built, 51,561 DWT MR product tanker on a three year time charter-in agreement. This vessel is a sister ship of our newbuilding vessels from HMD. The rate for the first year is $15,750 per day, the rate for the second year is $16,250 per day, and the rate for the third year is $16,750 per day. We have options to extend the charter for up to two consecutive one year periods at $17,500 per day and $18,000 per day, respectively.

A 2012 built, 99,993 DWT LR2 product tanker on a one year time charter-in agreement for $14,750 per day. We have options to extend the charter for three consecutive six month periods at $15,000 per day, $15,250 per day, and $15,500 per day respectively.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks set forth below and in any documents incorporated by reference in this prospectus. In addition, you should also consider carefully the risks set forth under the heading "Risk Factors" in any prospectus supplement before investing in the securities offered by this prospectus. You should also carefully consider the risks described in any future reports that summarize the risks that may materially affect our business, before making an investment in our securities. Please see the section of this prospectus entitled "Where You Can Find Additional Information—Information Incorporated by Reference." The occurrence of one or more of those risk factors could adversely impact our business, financial condition or results of operations.

Risks Relating to Our Common Shares

The price of our common shares after this offering may be volatile.

The price of our common shares may fluctuate due to factors such as:

actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

mergers and strategic alliances in the crude tanker and product tanker industries;

market conditions in the crude tanker and product tanker industries;

changes in government regulation;

the failure of securities analysts to publish research about us after this offering, or shortfalls in our operating results from levels forecast by securities analysts;

announcements concerning us or our competitors; and

the general state of the securities market.

The seaborne transportation industry has been highly unpredictable and volatile. The market for our common shares in this industry may be equally volatile. Consequently, you may not be able to sell the common shares at prices equal to or greater than those paid by you in this offering.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. Please see the section of this prospectus titled "Enforcement of Civil Liabilities" beginning on page 17.

It may be difficult to serve process on or enforce a United States judgment against us, our officers and our directors.

We and many of our subsidiaries are incorporated in the Republic of the Marshall Islands and a substantial portion of our assets and those of our subsidiaries are located outside the United States. In addition, some of our directors and officers and a substantial portion of the assets of our directors and officers are located outside the United States. It may be difficult or impossible for U.S. investors to serve process within the United States upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against us or any of these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries and directors and officers are located (i) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries and directors and officers based upon the civil liability provisions of applicable U.S. federal and state securities laws or (ii) would enforce, in original actions, liabilities against us or our subsidiaries and directors and officers based on those laws.

We may issue additional common shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common shares.

We may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of outstanding indebtedness, or our equity incentive plan, without shareholder approval, in a number of circumstances.

Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:

our existing shareholders' proportionate ownership interest in us will decrease;

the amount of cash available for dividends payable on our common shares may decrease;

the relative voting strength of each previously outstanding common share may be diminished; and

the market price of our common shares may decline.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This document 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. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements.

In addition to these important factors and matters discussed elsewhere in this prospectus, and in the documents incorporated by reference in this prospectus, important factors that, in our view, could cause 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 fluctuations in charterhire rates and vessel values, changes in demand in the tanker vessel markets, changes in the company's operating expenses, including bunker prices, insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities including those that may limit the commercial useful lives of tankers, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports we file with the Commission and the New York Stock Exchange. We caution readers of this prospectus and any prospectus supplement not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to update or revise any forward-looking statements. 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.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our unaudited ratio of earnings to fixed charges for the nine months ended September 30, 2012 and each of the years ended December 31, 2011, 2010, 2009, 2008, and 2007.

	Nine months ended	Years ended December 31,
	September 30, 2012	2011	2010	2009	2008	2007
Earnings:
Add:
(Loss) / income before income taxes	($21,656,048)	($82,726,592)	($2,822,098)	$3,418,037	$12,185,924	$12,053,792
Fixed charges (calculated below)	6,600,533	7,491,765	3,244,335	730,037	1,915,413	1,953,344
Amortization of capitalized interest	9,628
Less:
Interest capitalized	(2,832,417)	(573,224)	-	-	-	-
Earnings	(17,878,305)	(75,808,051)	422,237	4,148,074	14,101,337	14,007,136
Fixed charges:
Interest expensed and capitalized on bank loans	4,591,904	5,523,811	2,984,765	699,115	1,710,907	1,953,344
Amortization of deferred financing fees	865,831	985,881	246,130	-	-	-
Interest component of rent	1,142,797	982,073	13,440	30,922	204,506	-
Fixed charges	6,600,533	7,491,765	3,244,335	730,037	1,915,413	1,953,344

Ratio of earnings to fixed charges	(2.71) (1)	(10.12) (1)	0.13 (1)	5.68	7.36	7.17

____________

(1)

Our earnings were insufficient to cover fixed charges and accordingly, the ratio was less than 1:1. We would have needed to generate additional earnings of $24,478,838, $83,299,816, and $2,822,098 to achieve coverage of 1:1 in the nine months ended September 30, 2012, and years ended December 31, 2011 and 2010, respectively.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of securities as set forth in the applicable prospectus supplement. We will not receive any proceeds from sales of our securities by selling shareholders.

CAPITALIZATION

Each prospectus supplement will include information about our capitalization.

PRICE RANGE OF COMMON SHARES

Our common shares trade on the NYSE under the symbol "STNG." The high and low market prices of our common shares on the NYSE are presented for the periods listed below.


FOR THE YEAR ENDED	HIGH		LOW
December 31, 2011		12.18		4.28
December 31, 2012		7.50		5.14

FOR THE QUARTER ENDED	HIGH		LOW
March 31, 2011		10.82		9.62
June 30, 2011		12.18		9.25