OSG America Announces Increase in Proposed Tender Offer Price to $10.25 Per Unit
September 24 2009 - 11:58AM
Business Wire
OSG America, L.P. (OSG America, NYSE: OSP) today reported that
Overseas Shipholding Group, Inc. (OSG; NYSE: OSG), which owns a
77.1% interest in OSG America, announced that it has increased the
price per unit that it will offer to pay for all of the outstanding
publicly held common units of OSG America from $8.00 to $10.25 per
unit in cash. The increased offer price represents a 28% increase
over the original proposed offer price of $8.00 per unit, a premium
of approximately 44% over the closing price of the units on July
29, 2009, the last full trading day prior to the first public
announcement of OSG’s proposed offer, and a premium of
approximately 42% above the average closing price of the units for
the 90 trading days immediately preceding July 29.
OSG’s decision to increase the offer price follows extensive
discussions between OSG and a committee of independent members of
the Board of Directors of OSG America LLC appointed to review OSG’s
offer. The committee has informed OSG that OSG’s increased price of
$10.25 per unit is fair to common unitholders, from a financial
point of view, as of September 24, 2009.
OSG has stated that it expects to commence the tender offer in
October, after OSG has prepared all necessary documentation. OSG
and its affiliates currently own approximately 53.3% of the
outstanding common units, 100% of the outstanding subordinated
units and a 2% general partner interest, representing in the
aggregate approximately 77.1% of the outstanding equity of OSG
America.
The committee of independent directors has informed OSG that it
expects to file with the Securities and Exchange Commission a
Schedule 14D-9, a solicitation/recommendation statement, to advise
unitholders of the special committee’s determination with respect
to the tender offer price of $10.25 upon commencement of the tender
offer, or shortly thereafter. Unitholders of OSG America are
strongly advised to read the filing, if and when it becomes
available, because it will contain important information. SEC
filings are available free of charge on the SEC’s web site,
www.sec.gov, or from OSG America’s web site,
www.osgamerica.com.
OSG has not yet commenced its tender offer and the tender offer
is expected to contain customary conditions to OSG’s obligation to
purchase tendered shares. Accordingly, there necessarily can be no
assurance that the tender offer will be completed.
# # #
About OSG America L.P. -- OSG America L.P. is the
largest operator of U.S. Flag product carriers and ocean-going
barges transporting refined petroleum products, based on
barrel-carrying capacity. OSG America has an operating fleet of 23
Handysize product carriers and tug barges that trade primarily in
the Jones Act market. OSG America’s limited partner units are
listed on the New York Stock Exchange and trade under the symbol
"OSP." More information is available at www.osgamerica.com.
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