Overseas Shipholding Group, Inc. (NYSE MKT: OSG, OSGB) (the
“Company” or “OSG”) today announced the early tender results of the
previously announced cash tender offers (each, a “Tender Offer”
and, collectively, the “Tender Offers”).
“We are very pleased to announce the successful results of our
bond tender offers,” said Captain Ian T. Blackley, OSG’s President
and CEO. “This transaction creates value for our shareholders by
further strengthening our balance sheet and reducing cash interest
expense, and provides the Company with additional flexibility as we
continue to consider potential strategic opportunities.”
The previously announced Tender Offers are 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”) and 7.50% Senior Notes I due 2021
(the “Election 1 Notes” and, together with the 2018 Notes and the
Election 2 Notes, the “Notes”) and solicitation of 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 (the “Proposed Amendment”).
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 December 2, 2015 (the
“Statements”), and the Letters of Transmittal and Consent attached
thereto, which set forth the complete terms of each Tender Offer
and Consent Solicitation.
As of the previously announced early tender payment and consent
only deadline of 5:00 p.m., New York City time, on December 15,
2015 (the “Early Tender/Consent Only Deadline”), $234,041,000 in
aggregate principal amount, or approximately 98.27%, of the 2018
Notes outstanding, $102,262,000 in aggregate principal amount, or
approximately 99.70%, of the Election 2 Notes outstanding and
$3,508,000 in aggregate principal amount, or 100.00%, of the
Election 1 Notes outstanding, in each case, excluding any
outstanding Notes held by the Company or its affiliates, has been
validly tendered and not validly withdrawn. As of the Early
Tender/Consent Only Deadline, holders of an additional $350,000 in
aggregate principal amount, or approximately 0.15%, of the 2018
Notes outstanding and $60,000 in aggregate principal amount, or
approximately 0.06%, of the Election 2 Notes outstanding, in each
case, excluding any outstanding Notes held by the Company or its
affiliates, have provided Consents that have been validly delivered
and not validly revoked in the consent only option (the “Consent
Only Option”).
The Tenders Offer and the Consent Solicitation for the Election
2 Notes will expire at 11:59 p.m., New York City time, on December
30, 2015 (the “Expiration Time”), unless extended or earlier
terminated by the Company. The Consent Only Option expired at the
Early Tender/Consent Only Deadline and Holders who deliver Consents
without tendering the corresponding Notes after the Early
Tender/Consent Only Deadline will not have any of their Consents
accepted for payment. The withdrawal deadline for the Tender Offers
and the Consent Solicitations expired at 5:00 p.m., New York City
time, on December 15, 2015. Notes already tendered and Consents
already delivered may no longer be validly withdrawn or revoked,
and any Notes tendered or Consents delivered after the withdrawal
deadline but at or prior to the Expiration Time may not be validly
withdrawn or revoked. As described in the relevant Statement,
Holders that tender after the Early Tender/Consent Only Deadline
but at or prior to the Expiration Time will be eligible to receive
only the Tender Offer Consideration (as defined in the relevant
Statement) and the Consent Payment (as defined in the relevant
Statement) and will not receive the Early Tender Payment (as
defined in the relevant Statement).
As the Tender Offer for the 2018 Notes is oversubscribed, the
Company has accepted for purchase tendered 2018 Notes on a prorated
basis in the manner described in the applicable Statement. Holders
who tender 2018 Notes with respect to 2018 Notes after the Early
Tender/Consent Only Deadline will not have any of their Notes
accepted for payment. The Company has accepted for purchase all
Election 1 Notes and Election 2 Notes tendered at or prior to the
Early Tender/Consent Only Deadline. The Company has accepted for
payment all Consents delivered at or prior to the Early
Tender/Consent Only Deadline pursuant to the Consent Only Option
for the 2018 Notes and the Election 2 Notes. In addition, the
Company has determined that it will pay the applicable Consent
Payment to all holders of 2018 Notes and Election 2 Notes that
neither tendered their notes nor delivered Consents prior to the
Early Tender/Consent Only Deadline.
As of the Early Tender/Consent Only Deadline, Holders of a
majority in aggregate principal amount outstanding of the 2018
Notes and not less than 66 2/3% in aggregate principal amount
outstanding of the Election 2 Notes and the Election 1 Notes, in
each case, excluding any outstanding Notes held by the Company or
its affiliates, have provided Consents to adopt the Proposed
Amendment to the indenture pursuant to which the relevant series of
Notes were issued. As a result, the Company and the trustees under
the indentures governing the Notes expect to execute supplemental
indentures effecting the Proposed Amendment to each of the
indentures governing the 2018 Notes, the Election 1 Notes and the
Election 2 Notes.
Concurrently with the Tender Offers and the Consent
Solicitations, the Company is conducting a tender offer (the “2024
Notes Tender Offer”) for any and all of the Company’s outstanding
7.50% Senior Notes due 2024 (the “2024 Notes”) and is soliciting
consents from holders of the 2024 Notes (the “2024 Notes Consent
Solicitation”) to amend the indenture governing the 2024 Notes to
effect the Proposed Amendment. The 2024 Notes Tender Offer and the
2024 Notes Consent Solicitation and the consent only option for the
2024 Notes Consent Solicitation will expire at 11:59 p.m., New York
City time, on January 4, 2016.
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/20151216005681/en/
Investor Relations & Media:Overseas Shipholding
Group, Inc.Brian Tanner, 212-578-1645btanner@osg.com
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