Overseas Shipholding Group, Inc. (NYSE MKT:OSG, OSGB) (the
“Company” or “OSG”) today announced that it is commencing cash
tender offers (each, a “Tender Offer” and, collectively, the
“Tender Offers”) for up to $119,076,000 in aggregate principal
amount of the Company’s outstanding 8.125% Senior Notes due 2018
(the “2018 Notes”), and any and all of the Company’s outstanding
7.50% Senior Notes II due 2021 (the “Election 2 Notes”), 7.50%
Senior Notes I due 2021 (the “Election 1 Notes”) and 7.50% Senior
Notes due 2024 (the “2024 Notes” and, together with the 2018 Notes,
the Election 2 Notes and the Election 1 Notes, the “Notes”). In
conjunction with the Tender Offers, the Company is soliciting
consents (“Consents”) from registered holders (“Holders”) of each
series of Notes (each, a “Consent Solicitation” and, collectively,
the “Consent Solicitations”) to amend the applicable indenture
governing such series of Notes to affirm that for the purposes of
the restriction in such indenture on the Company’s ability to
dispose of assets, the Company’s international operations, held
through its subsidiary OSG International, Inc. (“OIN”), do not
constitute all or substantially all, or substantially an entirety,
of the Company’s assets.
Holders may either tender their Notes pursuant to the applicable
Tender Offer or separately deliver their Consents pursuant to the
applicable Consent Solicitation without tendering their Notes
pursuant to the applicable Tender Offer (the “Consent Only
Option”). Holders who validly tender their Notes will be deemed to
consent to the proposed amendment to the applicable indenture.
Certain information regarding the Notes and the terms of the
Tender Offers and the Consent Solicitations is summarized in the
table below.
Title of Security
CUSIP and ISINNumbers
PrincipalAmountOutstandingHeld by
non-Affiliates1
Tender Cap
(ifapplicable)
TotalConsideration3
Early TenderPayment
(ifapplicable)3
ConsentPayment4
Tender
OfferConsideration3
8.125% Senior Notes due 2018 690368AH8
US690368AH88
$238,151,000
$119,076,0002
$1,090.00 $30.00 $30.00 $1,030.00 7.50%
Senior Notes II due 2021 69036RAB9 US69036RAB96
$102,565,000 N/A $1,130.00 $30.00
$30.00 $1,070.00 7.50% Senior Notes I due 2021
69036RAA1
US69036RAA14
$3,508,000 N/A $1,130.00 $30.00
$30.00 $1,070.00 7.50% Senior Notes due 2024
690368AG0
US690368AG06
$684,000 N/A $1,130.00 N/A
$30.00 $1,100.00
(1) As of December 2, 2015. (2) The 2018 Notes Tender
Cap represents a majority of the aggregate principal amount of 2018
Notes held by non-affiliates. (3) Per $1,000 principal amount of
Notes that are accepted for purchase. (4) Per $1,000 principal
amount of Notes with respect to which Consents are accepted for
payment.
The Tender Offers and the Consent Solicitations are subject to
certain conditions. The execution of the supplemental indenture
effecting the proposed amendment to the indenture governing the
2018 Notes requires the consent of a majority in aggregate
principal amount of the 2018 Notes outstanding, excluding any 2018
Notes held by the Company or an affiliate. Execution of the
supplemental indentures to the indentures governing the 2018 Notes
and Election 2 Notes are conditions precedent to consummation of
the Tender Offer and the Consent Solicitation for the 2018
Notes.
The execution of the supplemental indentures effecting the
proposed amendments to each of the indentures governing the
Election 2 Notes, Election 1 Notes and 2024 Notes requires the
consents of 66 2/3% in aggregate principal amount outstanding of
each of the Election 2 Notes (in order to effect the proposed
amendment to the indenture governing the Election 2 Notes),
Election 1 Notes (in order to effect the proposed amendment to the
indenture governing the Election 1 Notes) and 2024 Notes (in order
to effect the proposed amendment to the indenture governing the
2024 Notes), respectively, in each case excluding any Notes held by
the Company or an affiliate. Execution of the supplemental
indentures to the indentures governing the 2018 Notes and Election
2 Notes are conditions precedent to consummation of the Tender
Offer and the Consent Solicitation for the Election 2 Notes. The
Tender Offer and the Consent Solicitation for each of the Election
1 Notes and 2024 Notes is not conditioned on the success of the
Consent Solicitation for any other series of Notes. However, the
Tender Offer and the Consent Solicitation for each of the Election
1 Notes and 2024 Notes is conditioned on the execution of the
supplemental indenture necessary to amend the indenture governing
the respective series of Notes.
The terms and conditions of the Tender Offers and the Consent
Solicitations are described in the Company’s Offers to Purchase and
Consent Solicitation Statements, each dated today (the
“Statements”) and the Letters of Transmittal and Consent attached
thereto, which set forth the complete terms of each Tender Offer
and Consent Solicitation.
The Tenders Offers and the Consent Solicitations for the 2018
Notes, the Election 2 Notes and the Election 1 Notes will expire at
11:59 p.m., New York City time, on December 30, 2015 (with respect
to each such series of Notes, the “Expiration Time”), and the
Consent Only Option for the 2018 Notes, the Election 2 Notes and
the Election 1 Notes will expire at 5:00 p.m. New York City time,
on December 15, 2015 (with respect to each such series of Notes,
the “Early Tender/Consent Only Deadline”), in either case unless
extended or earlier terminated with respect to each such series of
Notes by the Company. The Tender Offer and the Consent Solicitation
and the Consent Only Option for the 2024 Notes will expire at 11:59
p.m., New York City time, on January 4, 2016 (with respect to such
series of Notes, the “Expiration Time”), unless extended or earlier
terminated by the Company.
With respect to the Tender Offers and the Consent Solicitations
for the 2018 Notes, the Election 2 Notes and the Election 1 Notes,
tendered Notes may not be withdrawn, and Consents may not be
revoked, after 5:00 p.m., New York City time, on December 15, 2015
(as may be extended with respect to each such series of Notes by
the Company, the “Withdrawal Deadline”), unless required by
applicable law. With respect to the 2024 Notes, tendered Notes may
not be withdrawn, and Consents may not be revoked, after 5:00 p.m.,
New York City time, on December 21, 2015 (as may be extended with
respect to the 2024 Notes, the “Withdrawal Deadline”), unless
required by applicable law.
Holders validly tendering, and not validly withdrawing, 2018
Notes, Election 2 Notes and Election 1 Notes at or prior to the
applicable Early Tender/Consent Only Deadline will be eligible to
receive the applicable Total Consideration, which includes the
Early Tender Payment and the Consent Payment set forth above for
the applicable series of Notes, payable on the applicable payment
date. Holders validly tendering, and not validly withdrawing, 2018
Notes, Election 2 Notes and Election 1 Notes after the applicable
Early Tender/Consent Only Deadline but at or prior to the
applicable Expiration Date will be eligible to receive only the
Tender Offer Consideration and the Consent Payment, which
represents the Total Consideration less the Early Tender Payment,
payable on the applicable payment date. Holders validly tendering,
and not validly withdrawing, 2024 Notes on or before the applicable
Expiration Time will be eligible to receive the applicable Total
Consideration, which includes the Consent Payment set forth above
for such series of Notes. In addition, Holders whose Notes are
accepted for payment in the Tender Offers will receive accumulated
and unpaid interest from and including the last interest payment
date to, but not including, the applicable payment date for their
Notes purchased pursuant to the applicable Tender Offer.
If the purchase of all validly tendered 2018 Notes would cause
us to purchase a principal amount greater than the applicable
Tender Cap set forth above, then such Tender Offer will be
oversubscribed and the Company, if it accepts 2018 Notes in the
Tender Offer, will accept for purchase tendered 2018 Notes on a
prorated basis as described in the applicable Statement. Even if a
Holder’s tendered 2018 Notes are prorated, the Holder will be
deemed to have delivered Consents with respect to all 2018 Notes
tendered at or prior to the applicable Expiration Time and will
receive the applicable Consent Payment in respect of all such 2018
Notes returned to such Holder.
Holders validly delivering, and not validly revoking, Consents
at or prior to the applicable Early Tender/Consent Only Deadline
(with respect to 2018 Notes, Election 2 Notes and Election 1 Notes)
or at or prior to the applicable Expiration Time (with respect to
the 2024 Notes) pursuant to the Consent Only Option (and therefore
not tendering the related Notes pursuant to the applicable Tender
Offer) will be eligible to receive the Consent Payment set forth
above for the applicable series of Notes, payable on the applicable
payment date.
If the conditions applicable to the applicable Tender Offer and
related Consent Solicitation are not satisfied, and as more fully
described in the applicable Statement, the Company may waive any
condition applicable to such Tender Offer or Consent Solicitation,
and may terminate, extend or amend such Tender Offer and Consent
Solicitation and the applicable withdrawal deadline thereunder.
Capitalized terms used in this release and not defined herein have
the meanings given them in the applicable Statement.
Jefferies LLC is serving as the Dealer Manager for the Tender
Offers and Solicitation Agent for the Consent Solicitations. For
additional information regarding the terms of the Tender Offers and
the Consent Solicitations, please contact: Jefferies LLC at (888)
708-5831 (toll-free) or (203) 363-8273 (collect). Requests for
documents may be directed to Ipreo LLC, which is acting as
Information Agent and Depositary for the Tender Offers and the
Consent Solicitations, at (888) 593-9546 (toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A
SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE TENDER
OFFERS AND THE CONSENT SOLICITATIONS ARE BEING MADE SOLELY PURSUANT
TO THE STATEMENTS AND RELATED LETTERS OF TRANSMITTAL AND CONSENT,
WHICH SET FORTH THE COMPLETE TERMS OF EACH TENDER OFFER AND CONSENT
SOLICITATION WHICH HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR
TO MAKING ANY DECISION.
THE TENDER OFFERS AND THE CONSENT SOLICITATIONS ARE NOT BEING
MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OF
OR ACCEPTANCE OF THE TENDER OFFERS OR THE CONSENT SOLICITATIONS
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE
COMPANY EXPRESSLY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, TO
TERMINATE THE TENDER OFFERS AND THE CONSENT SOLICITATIONS.
About OSG
Overseas Shipholding Group, Inc. (NYSE MKT: OSG, OSGB) is a
publicly traded tanker company providing energy transportation
services for crude oil and petroleum products in the U.S. and
International Flag markets. 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 New York City, NY. More information is available
at www.osg.com.
Forward-Looking Statements
This release contains forward-looking statements. In addition,
the Company may make or approve certain 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 facts should be considered forward-looking
statements. These matters or statements may relate to the Company’s
plans to accept for purchase Notes tendered in the Tender Offers,
to make any payments pursuant to the terms of the Tender Offers and
the Consent Solicitations and to amend the indentures governing the
Notes. Forward-looking statements are based on the Company’s
current plans, estimates and projections, and are subject to change
based on a number of factors. Investors should carefully consider
the risk factors outlined in more detail in the Company’s Annual
Report for 2014 on Form 10-K under the caption “Risk Factors” and
in similar sections of other filings made by the Company with the
SEC from time to time. The Company assumes no obligation to update
or revise any forward-looking statements. Forward-looking
statements and written and oral forward looking statements
attributable to the Company or its representatives after the date
of this release are qualified in their entirety by the cautionary
statements contained in this paragraph and in other reports
previously or hereafter filed by the Company with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20151202005386/en/
Investor Relations & Media:Overseas Shipholding
Group, Inc.Brian Tanner, 212-578-1645btanner@osg.com
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