OSG Overseas Shipholding Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(RULE 14d-101)

 

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)

 

 

OVERSEAS SHIPHOLDING GROUP, INC.

(Name of Subject Company)

 

 

OVERSEAS SHIPHOLDING GROUP, INC.

(Name of Person(s) Filing Statement)

 

 

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

69036R863

(CUSIP Number of Class of Securities)

 

Samuel H. Norton

Chief Executive Officer

Overseas Shipholding Group, Inc.

Two Harbor Place

302 Knights Run Avenue, Suite 1200

Tampa, Florida 33602

(813) 209-0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

 

With a Copy to:

 

Philip Richter

Ryan Messier

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

 

 

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

This Amendment No. 4 (this “Amendment”) to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Overseas Shipholding Group, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the cash tender offer made by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to purchase all of the Company’s issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of May 19, 2024, by and among Parent, Purchaser and the Company (as it may be amended from time to time, the “Merger Agreement”), at a purchase price of $8.50 per Share, without interest and subject to any applicable withholding taxes (such consideration as it may be amended from time to time pursuant to the terms of the Merger Agreement), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time), filed by Parent and Purchaser with the SEC on June 10, 2024. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule 14D-9, respectively, as each may be amended or supplemented from time to time.

 

Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein.

 

ITEM 8. ADDITIONAL INFORMATION

 

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new subsection immediately before the heading entitled “Forward-Looking Statements”:

 

“Expiration of the Offer; Completion of the Merger

 

The Offer and withdrawal rights expired one minute past 11:59 p.m. Eastern Time on July 9, 2024. Based on the final information provided by the Depositary and Paying Agent on July 10, 2024, 47,770,076 Shares were validly tendered in the Offer and not validly withdrawn, representing approximately 66% of all outstanding Shares. As a result, the Minimum Condition has been satisfied. As the Minimum Condition and each of the other Offer Conditions have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

 

Pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware on July 10, 2024, Purchaser was merged with and into OSG through a merger under Section 251(h) of the DGCL, with OSG surviving the Merger and continuing as a wholly-owned subsidiary of Parent. In the Merger, each Share not acquired in the Offer and issued and outstanding immediately prior to the Effective Time (other than Shares held by any stockholders who properly demand appraisal in connection with the Merger) was converted into the right to receive the Offer Price, without interest, less any applicable withholding taxes, except for Shares then owned by Parent, Purchaser, OSG or any of their respective wholly-owned subsidiaries, which Shares were cancelled at the Effective Time without any consideration delivered in exchange therefor. All Shares converted into the right to receive the Offer Price ceased to be outstanding and were automatically cancelled and ceased to exist. Following the Merger, the common stock of OSG was delisted and ceased to be traded on the NYSE.

 

On July 10, 2024, OSG and Parent issued a joint press release announcing the successful completion of the Merger. The full text of the press release is attached hereto as Exhibit (a)(5)(viii) and is incorporated herein by reference.”

 

ITEM 9. EXHIBITS

 

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.		Description
(a)(5)(viii)		Joint Press Release issued by the Company and Parent on July 10, 2024.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 10, 2024
	Overseas Shipholding Group, Inc.
	By:	/s/ Susan Allan
	Name:	Susan Allan
	Title:	Vice President, General Counsel and Corporate Secretary

 

 

 

Exhibit (a)(5)(viii)

 

Overseas Shipholding Group, Inc.

 

Saltchuk Welcomes Overseas Shipholding Group to Its Family of Companies

 

Seattle, WA, Tampa, FL- July 10, 2024 – Saltchuk Resources, Inc. (“Saltchuk”) today announced that it has successfully completed its previously announced tender offer to acquire all of the outstanding shares of common stock of Overseas Shipholding Group, Inc. (NYSE: OSG) not already owned by Saltchuk for a purchase price of $8.50 per share in cash, an enterprise value of approximately $950 million. The transaction closed this morning, and OSG is now a wholly owned subsidiary of Saltchuk.

 

“With OSG, Saltchuk now numbers more than 8,500 people who share one thing in common: every day we strive to safely, responsibly, and reliably perform our services,” Saltchuk Chairman Mark Tabbutt stated. “As with our other businesses, OSG will remain standalone and independently managed. We look forward to working alongside the OSG team as we move forward together.”

 

OSG joins Saltchuk as its seventh business unit, adding energy shipping to its diversified lines of business which include domestic shipping, international shipping, logistics, marine services, energy distribution, and air cargo.

 

Sam Norton, OSG’s President and Chief Executive Officer remarked, “The transaction with Saltchuk marks a significant development in the long history of OSG and we are very pleased that it has been successfully completed. Leadership at both of our companies sees the value of having our business lie within the Saltchuk family of companies, an organization committed to sustaining the important role of the domestic maritime industry within the USA. The entire team at OSG looks forward to our future together.”

 

The proposed transaction was announced May 20, 2024 and the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was announced on June 26th.

 

Computershare Inc. and Computershare Trust Company, N.A., acting as joint depositary and paying agent for the tender, have advised that, as of the expiration of the tender offer, approximately 47,770,076 shares of OSG common stock were validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 66% of the issued and outstanding shares of OSG common stock, which percentage does not include Saltchuk's holdings.

 

As a result of the completion of the transaction, prior to the opening of trading on the New York Stock Exchange on July 10, 2024, all shares of OSG common stock will cease trading, and the OSG shares will subsequently be delisted from NYSE and deregistered under the Securities Exchange Act of 1934, as amended.

 

About Saltchuk Resources, Inc.

 

Saltchuk is a privately owned family of diversified freight transportation, marine service, and energy distribution companies, with consolidated annual revenue of approximately $5.5 billion and 8,500 employees. We believe in – and champion – the inherent value of our companies’ individual brands. The Corporate Home provides leadership and resources to our companies but not direct management of their operations. Saltchuk is a values-driven organization. We put safety first. We are reliable – we take care of our customers and conduct business with honesty and integrity. We are committed to each other, to protecting our environment, and to contributing to our communities in a work environment where anyone would be proud for their children to work. Additional information about Saltchuk, which is headquartered in Seattle, is available at www.saltchuk.com.

 

About Overseas Shipholding Group, Inc.

 

Overseas Shipholding Group, Inc. (“OSG”) provides liquid bulk transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG’s 21 vessel U.S. Flag fleet consists of Suezmax crude oil tankers, 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.

 

Contact

 

Susan Allan

sallan@osg.com

 

 

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