NEW YORK –
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withdrawn.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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Investor Relations & Media:
Overseas Shipholding Group,
Inc.
Brian Tanner, 212-578-1645
btanner@osg.com