UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
OVERSEAS
SHIPHOLDING GROUP, INC.
(Name
of Subject Company (Issuer))
SEAHAWK
MERGECO., INC.
(Name
of Filing Persons (Offeror))
SALTCHUK
RESOURCES, INC.
(Name
of Filing Persons (Parent of Offeror))
Class
A Common Stock, par value $0.01 per share
(Title
of Class of Securities)
69036R863
(CUSIP
Number of Class of Securities)
Jerald
W. Richards
c/o
Saltchuk Resources, Inc.
450
Alaskan Way South, Suite 708
Seattle,
Washington 98104
(206)
652-1111
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies
to:
Christopher
J. Voss
Michelle
R. McCreery
K&L
Gates LLP
925
Fourth Avenue
Seattle,
WA 98104
(206)
623-7580
☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
|
☒ |
Third-party
offer subject to Rule 14d-1. |
|
|
|
|
☐ |
Issuer
tender offer subject to Rule 13e-4. |
|
|
|
|
☐ |
Going-private
transaction subject to Rule 13e-3. |
|
|
|
|
☐ |
Amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
|
|
|
|
☐ |
Rule
14d-1(d) (Cross-Border Third Party Tender Offer) |
This
Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender
Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on June 10, 2024 (as it may be further amended
and supplemented from time to time, the “Schedule TO”) and relates to the relates to the offer (the “Offer”)
by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources,
Inc., a Delaware corporation (“Parent”), to purchase all of the issued and outstanding shares of Class A common stock,
par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc. (NYSE:OSG) (“OSG”),
other than the Shares owned by Parent, Purchaser or any of their respective affiliates, for $8.50 per Share in cash, without interest
and subject to any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions described
in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as exhibits (a)(1)(A)
and (a)(1)(B), respectively.
Except
as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged. This Amendment No. 1
is being filed to reflect certain updates as reflected below. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Offer to Purchase or the Schedule TO. You should read this Amendment together with the Schedule TO and the Offer
to Purchase.
Item
12 of the Schedule TO 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.
Dated:
June 17, 2024
|
SEAHAWK
MERGECO., INC. |
|
|
|
|
By: |
/s/
Jerald W. Richards |
|
Name: |
Jerald
W. Richards |
|
Title:
|
Treasurer |
|
|
|
|
SALTCHUK
RESOURCES, INC |
|
|
|
|
By: |
/s/
Jerald W. Richards |
|
Name: |
Jerald
W. Richards |
|
Title:
|
Senior
V.P. and CFO |
Exhibit
(a)(5)(B)
Saltchuk
Resources, Inc. and Overseas Shipholding Group, Inc. Announce Commencement of Tender Offer for All Issued and Outstanding Shares of Overseas
Shipholding Group, Inc. (NYSE:OSG)
Seattle,
WA and Tampa, FL, June 17, 2024 – Saltchuk Resources, Inc. (“Saltchuk”) and Overseas Shipholding Group, Inc. (NYSE:OSG)
(“OSG”) announced that on June 10, 2024, Saltchuk’s wholly-owned subsidiary, Seahawk MergeCo., Inc. (“Purchaser”),
commenced its tender offer (the “Offer”) for all issued and outstanding shares of Class A common stock (“Shares”)
of OSG at a price of $8.50 per Share in cash, subject to any applicable tax withholding and without interest (the “Offer Price”).
The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 19, 2024, by and among Saltchuk, Purchaser
and OSG (the “Merger Agreement”), which Saltchuk and OSG announced on May 20, 2024.
The
OSG Board of Directors has unanimously determined that the Merger Agreement and Offer are fair to and in the best interests of OSG’s
stockholders. The OSG Board of Directors also recommends that the stockholders of OSG tender their shares to Purchaser pursuant to the
Offer.
The
Offer will expire one minute after 11:59 p.m. Eastern Time on July 9, 2024, unless extended or earlier terminated. Instructions to tender
Shares are being communicated to stockholders through Georgeson LLC, the information agent for the Offer, or the institution or brokerage
that holds Shares on the stockholder’s behalf.
Purchaser’s
obligation to accept and pay for Shares tendered in the Offer is subject to conditions, including satisfaction of a minimum tender condition
and other customary conditions for transactions of this type. After the completion of the Offer and the satisfaction or waiver of certain
conditions, Purchaser will merge with and into OSG, with OSG continuing as the surviving entity (the “Merger”). As a result
of the Merger, outstanding Shares will generally be cancelled and converted into the right to receive an amount equal to the Offer Price,
and OSG will cease to be a publicly traded company and will become wholly-owned by Saltchuk.
Additional
Information
This
announcement and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of OSG.
Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials
filed by Saltchuk and Seahawk MergeCo., Inc with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024.
In addition, on June 10, 2024, OSG filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the Offer.
These documents contain important information about the Offer and stockholders of OSG are urged to read them carefully and in their entirety.
Copies of these documents and other documents filed by Saltchuk Resources, Purchaser and OSG are available for free on OSG’s website
at OSG.com/Investors/SEC filings and on the website maintained by the SEC at www.sec.gov. In addition, a free copy of these documents
may also be obtained from the information agent, Georgeson LLC, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104,
by calling toll free (866) 643-6206. Computershare Inc. and Computershare Trust Company, N.A. are acting as joint depositary and paying
agent for the Offer.
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 billion and 7,500 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. (NYSE: OSG) is a publicly traded company providing liquid bulk transportation services for crude oil and petroleum
products in the U.S. Flag markets. OSG’s 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
Todd
Fogarty, Kekst CNC
212.521.4854
todd.fogarty@kekstcnc.com
Overseas Shipholding (NYSE:OSG)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Overseas Shipholding (NYSE:OSG)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024