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
Overseas
Shipholding Group, Inc.
(Name
of Subject Company (Issuer))
Seahawk
MergeCo., Inc.
(Name
of Filing Person (Offeror))
Saltchuk
Resources, Inc.
(Names
of Filing Person (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)
Copy
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
Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer
(the “Offer”) by Seahawk MergeCo., Inc. (“Merger Sub”), a wholly owned subsidiary of Saltchuk Resources, Inc.
(“Saltchuk”), for all of the outstanding shares of Class A common stock, par value $0.01 per share of Overseas Shipholding
Group, Inc. (the “Company”), to be commenced pursuant to the terms of the Agreement and Plan of Merger, dated as of May 19,
2024, by and among the Company, Saltchuk and Merger Sub. If successful, the Offer will be followed by a merger of Merger Sub with and
into the Company.
Cautionary
Notice Regarding Forward-Looking Statements
Statements
contained in this communication regarding matters that are not historical facts are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “estimates,” “expects,”
“focused,” “continuing to,” “seeking,” “will” and similar expressions (as well as other
words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These
statements include those related to: the ability of the Company and Saltchuk to complete the transactions contemplated by the Merger
Agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer contemplated thereby
and the other conditions set forth in the Merger Agreement, and statements about the expected timetable for completing the transactions.
Because such statements deal with future events and are based on the Company’s and Saltchuk’s current expectations, they
are subject to various risks and uncertainties and actual results could differ materially from those described in or implied by the statements
in this communication. These forward-looking statements are subject to risks and uncertainties, including, without limitation, risks
and uncertainties associated with: the timing of the tender offer and the subsequent merger; uncertainties as to how many shares of the
Company will be tendered into the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility
that various conditions to the consummation of the tender offer and the subsequent merger may not be satisfied or waived; the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement and other risks and uncertainties
affecting the Company, including those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,
filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024, as amended by a filing with the SEC on March
25, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings and reports that the Company makes
from time to time with the SEC. Except as may be required by law, neither the Company nor Saltchuk assumes any obligation to update these
forward-looking statements, which speak only as of the date they are made, or to update the reasons if actual results differ materially
from those anticipated in the forward-looking statements.
Additional
Information and Where to Find It
The
tender offer for the outstanding shares of Class A common stock of the Company referenced in this communication has not yet commenced.
This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation
of an offer to sell shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials
that Saltchuk will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Saltchuk will
file with the SEC a Tender Offer Statement on Schedule TO, and the Company will file with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9.
THE
COMPANY’S STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND ALL OTHER FILINGS MADE BY THE COMPANY AND
SALTCHUK WITH THE SEC IN CONNECTION WITH THE TENDER OFFER WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
When
filed, the Company’s stockholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement
and other filed documents free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the
Company and Saltchuk will be available free of charge under “SEC Filings” on the Investors page of the Company’s website,
www.osg.com. In addition, the Company’s stockholders may obtain free copies of the tender offer materials by contacting the information
agent for the tender offer that will be named in the Offer to Purchase included in the Tender Offer Statement.
Exhibit
Index
Exhibit
99.1
Overseas
Shipholding Group Enters Into a Definitive Agreement to Be Acquired by Saltchuk Resources, Inc.
Purchase
Price of $8.50 per Share in Cash
Transaction
Valued at $950 Million
Tampa,
FL and Seattle, WA, May 20, 2024 – Overseas Shipholding Group, Inc. (“OSG” or the “Company”) (NYSE: OSG),
a leading provider of liquid bulk transportation services in the energy industry for crude oil and petroleum products primarily in the
U.S. Flag markets, and Saltchuk Resources, Inc. (“Saltchuk”), a privately owned family of diversified freight transportation,
marine service, and energy distribution companies, today announced that they have entered into a definitive merger agreement pursuant
to which Saltchuk has agreed to acquire OSG in a transaction that values the Company at an aggregate equity value of approximately $653
million and a total transaction value of $950 million.
Under
the terms of the agreement, which has been unanimously approved by the Board of Directors of both companies, Saltchuk will commence a
tender offer to acquire all outstanding shares of OSG it does not already own for $8.50 per share in cash. The purchase price represents
a 61% premium to OSG’s 30-day volume-weighted average price on January 26, 2024, the last day of trading before Saltchuk disclosed
its non-binding indication of interest, as well as a 44% premium to the January 26 closing price of OSG’s shares and a 36% premium
to Saltchuk’s initial indicative price of $6.25 per share.
“We
are pleased to have reached an agreement that reflects our leading Jones Act business, longstanding customer relationships, and the value
created by the OSG team over the past several years,” said Douglas D. Wheat, Chairman of the OSG Board of Directors. “Following
Saltchuk’s indication of interest to buy the Company at the end of January, the Board of Directors, with the assistance of external
financial and legal advisors, undertook a review of the Company’s financial and strategic alternatives, including remaining a publicly
held company. As part of that review, the Board conducted a comprehensive process in which it engaged with Saltchuk and approached and
engaged with other potential transaction counterparties. Informed by its review and that process, the Board firmly believes Saltchuk’s
increased offer represents compelling value to, and is in the best interest of, our shareholders not affiliated with Saltchuk.”
“We
are excited to enter into this new chapter together with Saltchuk, which has been a significant shareholder of OSG over the past several
years and has a close understanding of our business,” said Sam Norton, OSG’s President and Chief Executive Officer. “Saltchuk’s
operating companies have distinguished themselves in their respective segments, and this transaction partners us with an organization
that shares our values and focus on customers. We are thrilled to soon join the Saltchuk family of companies.”
Mark
Tabbutt, Chairman of Saltchuk Resources, said: “OSG, our nation’s leading domestic marine transporter of energy, has a
strong cultural fit with Saltchuk and shares our commitment to operational safety, reliability, and environmental stewardship. On
behalf of the Saltchuk organization, we look forward to welcoming more than 1,000 members of the OSG team to our family of companies
and growing the enterprise through multi-generational investments.”
Following
the close of the transaction, OSG will operate as a standalone business unit within Saltchuk, becoming a member of its family of diversified
freight transportation, marine service, and energy distribution companies.
The
closing of the tender offer will be subject to customary closing conditions, including the expiration of the Hart-Scott-Rodino Act waiting
period and the tender of shares representing, together with the shares already owned by Saltchuk, at least a majority of OSG’s
outstanding shares of Class A common stock, and is expected to close in the next few months. Promptly following the successful completion
of the tender offer, Saltchuk will acquire all remaining OSG shares not purchased in the tender offer through a second-step merger at
the same price.
The
transaction is not subject to a financing condition. It will be funded through a combination of committed debt financing and cash on
hand.
Evercore
is acting as exclusive financial advisor to OSG and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to OSG.
K&L Gates LLP is acting as legal advisor to Saltchuk and BDT & MSD Partners is acting as Saltchuk’s financial advisor.
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.
Cautionary
Notice Regarding Forward-Looking Statements
Statements
contained in this communication regarding matters that are not historical facts are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “estimates,” “expects,”
“focused,” “continuing to,” “seeking,” “will” and similar expressions (as well as other
words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These
statements include those related to: the ability of the Company and Saltchuk to complete the transactions contemplated by the merger
agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer contemplated thereby
and the other conditions set forth in the merger agreement. Because such statements deal with future events and are based on the Company’s
and Saltchuk’s current expectations, they are subject to various risks and uncertainties, and actual results could differ materially
from those described in or implied by the statements in this communication. These forward-looking statements are subject to risks and
uncertainties, including, without limitation, risks and uncertainties associated with: the timing of the tender offer and the subsequent
merger; uncertainties as to how many shares of the Company will be tendered into the tender offer; the risk that competing offers or
acquisition proposals will be made; the possibility that various conditions to the consummation of the tender offer and the subsequent
merger may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination
of the merger agreement and other risks and uncertainties affecting the Company, including those discussed in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on
March 11, 2024, as amended by a filing with the SEC on March 25, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other filings and reports that the Company makes from time to time with the SEC. Except as may be required by law, neither
the Company nor Saltchuk assumes any obligation to update these forward-looking statements, which speak only as of the date they are
made, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Additional
Information and Where to Find It
The
tender offer for the outstanding shares of Class A common stock of the Company referenced in this communication has not yet commenced.
This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation
of an offer to sell shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials
that Saltchuk will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Saltchuk will
file with the SEC a Tender Offer Statement on Schedule TO, and the Company will file with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9.
THE
COMPANY’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND ALL OTHER FILINGS MADE BY THE COMPANY AND
SALTCHUK WITH THE SEC in CONNECTION WITH THE TENDER OFFER WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
When
filed, the Company’s stockholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement
and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company
and Saltchuk will be available free of charge under “SEC Filings” on the Investors page of the Company’s website, www.osg.com.
In addition, the Company’s stockholders may obtain free copies of the tender offer materials by contacting the information agent
for the tender offer that will be named in the Offer to Purchase included in the Tender Offer Statement.
Contacts
Susan
Allan, Overseas Shipholding Group, Inc.
(813)
209-0620
sallan@osg.com
Exhibit
99.2
Subject:
SALTCHUK - OVERSEAS SHIPHOLDING GROUP ANNOUNCEMENT
Saltchuk
is pleased to announce we have executed a definitive agreement to acquire all the outstanding stock that we do not already own in our
nation’s leading domestic marine transporter of energy, Overseas Shipholding Group (OSG). We expect the transaction to close within
the next few months.
Once
finalized, OSG will remain an independent operating company and become Saltchuk’s seventh Business Unit. CEO Sam Norton will continue
to lead the organization and partner with us as he continues to grow the enterprise through multi-generational investments.
OSG
shares our values in placing employee safety and environmental stewardship as a top priority. The addition of this high-quality organization
to our family will benefit the broader organization as we share best practices and learn from one another.
With
this addition, our family of companies will employ more than 8,500 people and have total assets exceeding $4 billion. We look forward
to welcoming OSG and its 1,000 team members to the Saltchuk family of companies.
Mark
About
Overseas Shipholding Group, Inc.
OSG
provides 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’s two wholly-owned subsidiaries Alaska Tanker Company and Aptamus LLC
are included in the transaction.
OSG,
headquartered in Tampa, FL., is recognized as one of the world’s most customer-focused marine transportation companies, committed
to setting high standards of excellence for its quality, safety, and environmental programs.
Learn
more about the newest member of the Saltchuk family of companies at: www.osg.com.
Additional
Information and Where to Find It
The
tender offer for the outstanding shares of Class A common stock of the Company referenced in this communication has not yet commenced.
This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation
of an offer to sell shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials
that Saltchuk will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Saltchuk will
file with the SEC a Tender Offer Statement on Schedule TO, and the Company will file with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9.
THE
COMPANY’S STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND ALL OTHER FILINGS MADE BY THE COMPANY AND
SALTCHUK WITH THE SEC IN CONNECTION WITH THE TENDER OFFER WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
When
filed, the Company’s stockholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement
and other filed documents free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the
Company and Saltchuk will be available free of charge under “SEC Filings” on the Investors page of the Company’s website,
www.osg.com. In addition, the Company’s stockholders may obtain free copies of the tender offer materials by contacting the information
agent for the tender offer that will be named in the Offer to Purchase included in the Tender Offer Statement.
Cautionary
Notice Regarding Forward-Looking Statements
Statements
contained in this communication regarding matters that are not historical facts are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “estimates,” “expects,”
“focused,” “continuing to,” “seeking,” “will” and similar expressions (as well as other
words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These
statements include those related to: the ability of the Company and Saltchuk to complete the transactions contemplated by the Merger
Agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer contemplated thereby
and the other conditions set forth in the Merger Agreement, and statements about the expected timetable for completing the transactions.
Because such statements deal with future events and are based on the Company’s and Saltchuk’s current expectations, they
are subject to various risks and uncertainties and actual results could differ materially from those described in or implied by the statements
in this communication. These forward-looking statements are subject to risks and uncertainties, including, without limitation, risks
and uncertainties associated with: the timing of the tender offer and the subsequent merger; uncertainties as to how many shares of the
Company will be tendered into the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility
that various conditions to the consummation of the tender offer and the subsequent merger may not be satisfied or waived; the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement and other risks and uncertainties
affecting the Company, including those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,
filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024, as amended by a filing with the SEC on March
25, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings and reports that the Company makes
from time to time with the SEC. Except as may be required by law, neither the Company nor Saltchuk assumes any obligation to update these
forward-looking statements, which speak only as of the date they are made, or to update the reasons if actual results differ materially
from those anticipated in the forward-looking statements.
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
