Overseas Shipholding Group Announces Dividend on Class B Securities in Connection with Settlement of Lawsuit
April 28 2016 - 9:18AM
Business Wire
Overseas Shipholding Group, Inc. (NYSE MKT:OSG, OSGB) (the
“Company” or “OSG”) announced today that, in connection with the
previously-announced settlement of the Company’s lawsuit against
Proskauer Rose LLP, on April 28, 2016 its Board of Directors
declared a dividend of $0.17968 per outstanding Class B common
share, and in conjunction with that dividend will make a cash
distribution of $0.17968 per outstanding warrant for OSG’s Class B
common stock (“Class B warrants”).
On May 13, 2016, all holders of record of OSG’s Class B common
stock and Class B warrants as of 5:00 p.m. EDT on May 9, 2016 (the
“record date”), will receive $0.17968 per outstanding Class B
common share and outstanding Class B warrant held by them as of the
record date. In accordance with the terms of the Class B warrants,
holders of those warrants will receive the cash distribution but
the warrants will not otherwise be adjusted in any manner in
connection with the payment of the dividend on the Class B
stock.
Pursuant to the terms of OSG’s certificate of incorporation,
each share of Class B common stock will thereafter automatically
convert into one share of Class A common stock as of 5:00 p.m. EDT
on May 27, 2016 (the “conversion date”), the tenth business day
after the payment of the dividend and distribution to the holders
of Class B securities described above. In addition, pursuant to the
terms of the warrant agreement governing the Class B warrants, each
outstanding Class B warrant will automatically convert into a Class
A warrant on the conversion date. Each Class A warrant is currently
exercisable for 1.142 shares of Class A common stock. In connection
with the conversion, holders of certificated Class B securities may
be requested to furnish certain information to OSG’s conversion
agent. After the conversion date, OSG will have only a single class
of common stock outstanding, trading under the symbol “OSG”.
“We are very pleased to be paying a distribution to Class B
stockholders and warrantholders in connection with the final
settlement of the Proskauer lawsuit, meeting our obligation to
return a percentage of the proceeds to our Class B securityholders
and simultaneously simplifying our capital structure,” said Captain
Ian T. Blackley, OSG’s president and CEO. “We remain focused on
executing on our strategy and delivering value for our
shareholders.”
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 issue
dividends and make payments to securityholders, its prospects,
including statements regarding trends in the tanker and articulated
tug/barge markets, and possibilities of certain strategic alliances
and investments. 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 2015 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 declaration and timing
of future dividends, if any, will be at the discretion of the
Company’s Board of Directors and will depend upon, among other
things, the Company’s future operations and earnings, capital
requirements, general financial condition, contractual
restrictions, restrictions imposed by applicable law or regulation,
and such other factors as the Board may deem relevant. 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/20160428006059/en/
Investor Relations & Media:Overseas Shipholding
Group, Inc.Brian Tanner, 212-578-1645btanner@osg.com
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