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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
January 26, 2024
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 January 29, 2024, Overseas Shipholding Group, Inc. (the “Company”) issued a press release announcing the Company’s receipt of a non-binding indication of interest on January 26, 2024, subject to certain conditions, to acquire all of the issued and outstanding shares of common stock of the Company for a price of $6.25 per share.
A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 29, 2024. | |
| 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: | January 29, 2024 | ||
| By: | /s/ SUSAN ALLAN | ||
| Susan Allan | |||
| Vice President, General Counsel and | |||
| Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 29, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
Overseas Shipholding Group
Confirms Receipt of Unsolicited Indication of Interest
Tampa, FL – January 29, 2024 - Overseas Shipholding Group, Inc. (the “Company” or “OSG”) (NYSE: OSG), a leading provider of liquid bulk transportation services in the energy industry for crude oil and petroleum products primarily in the U.S. Flag markets, today confirmed that OSG’s Board of Directors received an unsolicited non-binding indication of interest from Saltchuk Resources, Inc. (“Saltchuk”) for the acquisition of all of the outstanding shares of the Company that Saltchuk does not already own for $6.25 per share in cash.
OSG’s Board of Directors is committed to acting in the best interests of all stockholders. Consistent with its fiduciary duties, OSG’s Board of Directors will be carefully considering and evaluating, in consultation with its financial and legal advisors, this indication of interest in due course. OSG stockholders do not need to take any action at this time. OSG cautions its stockholders and others considering trading in its securities that it has just received Saltchuk’s unsolicited indication of interest, and no decisions have been made by the Board of Directors with respect to the Company’s response to the indication of interest. There can be no assurance that any definitive proposal will be made or accepted, that any agreement will be executed or that any transaction will be consummated.
The Company does not intend to comment further on the unsolicited indication of interest or any related matters until its Board of Directors has determined that disclosure is necessary or appropriate.
About Overseas Shipholding Group, Inc.
Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded company providing liquid bulk transportation services for crude oil and petroleum products 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.
OSG is committed to setting high standards of excellence for its quality, safety and environmental programs. OSG is recognized as one of the world’s most customer-focused marine transportation companies and is headquartered in Tampa, FL. More information is available at www.osg.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, the Company may make or approve certain forward-looking statements in future filings with the Securities and Exchange Commission (“SEC”), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical fact should be considered forward-looking statements. These matters or statements may relate to our prospects, supply and demand for vessels in the markets in which we operate and the impact on market rates and vessel earnings, the continued stability of our niche businesses, the impact of our time charter contracts on our future financial performance, external events including geopolitical conflicts such as the Russia/Ukraine conflict and recent developments in the Middle East, and Saltchuk’s unsolicited indication of interest and related matters. Forward-looking statements are based on our current plans, estimates, projections and events, and are subject to change based on a number of factors. Accordingly, there are or will be important factors, many of which are beyond the control of the Company, that could cause the Company’s actual results or outcomes, or the timing of certain events, to differ materially from the expectations expressed or implied in the Company’s forward-looking statements, including uncertainty associated with the announcement of Saltchuk’s unsolicited indication of interest, the Board of Directors’ evaluation thereof and related matters. Undue reliance should not be placed on any forward-looking statements and, when reviewing any forward-looking statements, consideration should be given to the risks and factors described in this press release and those outlined in the Company’s filings with the SEC. We do not assume any obligation to update or revise any forward-looking statements except as may be required by applicable law. Forward-looking statements and written and oral forward-looking statements attributable to us or our representatives after the date of this press release are qualified in their entirety by the cautionary statements contained in this press release and in the Company’s reports previously or hereafter filed by us with the SEC.
Investor Relations & Media Contact:
Susan Allan, Overseas Shipholding Group, Inc.
(813) 209-0620
sallan@osg.com
Source: Overseas Shipholding Group, Inc.