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:
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
Overseas Shipholding (NYSE:OSG)
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