Overseas Shipholding Group, Inc. (NYSE MKT: OSG, OSGB) (the
“Company” or “OSG”) today announced the final tender results of the
previously announced 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”) 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., 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 were 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 expiration time with respect to the Tender Offers and
the Consent Solicitations for the 2018 Notes, the Election 1 Notes
and the Election 2 Notes of 11:59 p.m., New York City time, on
December 30, 2015 (with respect to each such series of Notes, the
“Expiration Time”), $234,041,000 in aggregate principal amount, or
approximately 98.27%, of the 2018 Notes outstanding, $102,264,000
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affiliates, were validly tendered and not validly withdrawn.
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, provided Consents that were
validly delivered and not validly revoked in the Consent Only
Option (as defined in the relevant Statement).
As the Tender Offer for the 2018 Notes was oversubscribed as of
5:00 p.m., New York City time, on December 15, 2015 (the “Early
Tender/Consent Only Deadline”), the Company accepted for purchase
tendered 2018 Notes on a prorated basis and did not accept for
purchase any 2018 Notes tendered after the Early Tender/Consent
Only Deadline. On December 16, 2015, the Company and the trustees
under the indentures governing the 2018 Notes, the Election 1 Notes
and the Election 2 Notes executed supplemental indentures effecting
the Proposed Amendment to each of the indentures governing the 2018
Notes, the Election 1 Notes and the Election 2 Notes.
As of the expiration time with respect to the Tender Offer and
the Consent Solicitation for the 2024 Notes of 11:59 p.m., New York
City time, on January 22, 2016 (the “2024 Expiration Time”),
$294,000, or approximately 42.98%, of the 2024 Notes outstanding,
excluding any outstanding 2024 Notes held by the Company or its
affiliates, has been validly tendered and not validly withdrawn. As
of the 2024 Expiration Time, holders of an additional $52,000 in
aggregate principal amount, or approximately 7.60%, of the 2024
Notes outstanding, excluding any outstanding 2024 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. On January 14, 2016, the Company announced that it had
extended the Tender Offer and the Consent Solicitation for the 2024
Notes by five business days until the 2024 Expiration Time and had
waived the condition to the Tender Offer for the 2024 Notes
requiring the execution of a supplemental indenture effecting the
Proposed Amendment to the indenture governing the 2024 Notes. The
Company has accepted for purchase all 2024 Notes tendered at or
prior to the 2024 Expiration Time. The Company has accepted for
payment all Consents delivered at or prior to the 2024 Expiration
Time pursuant to the Consent Only Option for the 2024 Notes. In
addition, the Company has determined that it will pay the
applicable Consent Payment (as defined in the relevant Statement)
to all holders of 2024 Notes that neither tendered their notes nor
delivered Consents prior to the 2024 Expiration Time. The Company
has not executed a supplemental indenture effecting the Proposed
Amendment to the indenture governing the 2024 Notes.
Jefferies LLC served as the Dealer Manager for the Tender Offers
and Solicitation Agent for the Consent Solicitations.
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 WERE 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.
THE TENDER OFFERS AND THE CONSENT SOLICITATIONS WERE NOT 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.
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 Offer, to
make any payments pursuant to the terms of the Tender Offer and the
Consent Solicitation and to amend the indenture 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/20160125005854/en/
Investor Relations & Media:Overseas Shipholding
Group, Inc.Brian Tanner, 212-578-1645btanner@osg.com
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