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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 6, 2023
Date of Report (Date of earliest event reported)
Overseas Shipholding Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-06479 |
13-2637623 |
||
| (State
of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
302 Knights Run Avenue, Suite 1200
Tampa, Florida 33602
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (813) 209-0600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock (par value $0.01 per share) | OSG | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 6, 2023, Overseas Shipholding Group, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has declared a cash dividend of $0.06 per share on the issued and outstanding Class A Common Stock of the Company. The dividend is payable on January 4, 2024 to the Company’s stockholders of record at the close of business on December 21, 2023. The press release also announced that the Company’s Board of Directors authorized an increase to its existing stock repurchase program of an additional $25 million of the Company’s common stock.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 6, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OVERSEAS SHIPHOLDING GROUP, INC. | |
| (Registrant) |
| Date: December 7, 2023 | By: | /s/ SUSAN ALLAN |
| Susan Allan | ||
| Vice President, General Counsel and | ||
| Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 6, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
Overseas Shipholding Group
Declares Dividend and Increases Share Repurchase Program
Tampa, FL – December 6, 2023 - Overseas Shipholding Group, Inc. (NYSE: OSG) (the “Company” or “OSG”) announced today that its Board of Directors has declared a cash dividend of $0.06 per share on its Class A Common Stock. The dividend – the first dividend declared by OSG since the spinoff of its international division in 2016 – will be paid on January 4, 2024 to stockholders of record at the close of business on December 21, 2023.
In addition, OSG announced that its Board authorized the repurchase of an additional $25 million of common stock under its existing stock repurchase program. The incremental stock repurchase authorization will add to the $75.7 million of stock repurchases and warrant retirements made since June of 2022.
Commenting on these actions, Sam Norton, OSG’s President and CEO said, “The Board of Directors, as the representative of OSG’s shareholders, considers decisions on capital allocation to be among the most important, involving a balance between investing in the future, managing the level of our fixed payment obligations, and benefitting our shareholders. In this context, the Board continuously evaluates opportunities for the use of our available cash. We are pleased that we have been able to produce cashflows in excess of scheduled debt service and planned capital expenditures, providing us with the ability to return cash to our stockholders by a dividend and through the repurchase of shares, while remaining able to take advantage of future business and debt reduction opportunities.” Mr. Norton added, “Decisions as to future dividends will be made by our Board of Directors based upon financial and other considerations and possible alternative uses for our excess cash. However, the Board expects the consideration of the payment of regular quarterly dividends to be on its agenda in the future.”
Under the share repurchase program, the Company may repurchase shares from time to time in open market transactions (including the use of trading plans under SEC Rule 10b5-1) or in privately negotiated transactions. The timing and amounts of any purchases will be based on market conditions and other factors, such as price, in accordance with applicable laws. The program has no time limit, may be suspended, modified or discontinued at any time, and does not obligate OSG to purchase any particular amount of its common stock. The Company intends to fund the share repurchase program with excess cash.
About Overseas Shipholding Group, Inc.
Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded company providing liquid bulk transportation services in the U.S. Flag markets. OSG’s U.S. Flag fleet consists of Suezmax crude oil tankers doing business in Alaska, conventional and lightering ATBs, shuttle and conventional MR tankers, and non-Jones Act MR tankers that participate in the U.S. Tanker Security Program.
Headquartered in Tampa, Florida, OSG is committed to setting high standards of excellence for its quality, safety, and environmental programs and is recognized as one of the world’s most customer-focused marine transportation companies. More information is available at www.osg.com.
Investor Relations & Media Contact:
Susan Allan, Overseas Shipholding Group, Inc.
(813) 209-0620
sallan@osg.com
Source: Overseas Shipholding Group, Inc.