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
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
Schedule 14D-9 filing 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 (the “Merger”).
This
Schedule 14D-9 filing consists of the following information and documents relating to the Offer and the Merger:
| | ● | The
information set forth under Items 8.01 and 9.01 of the Current Report on Form 8-K filed by
the Company on May 20, 2024 (including all exhibits attached thereto), which information
is incorporated by reference; |
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, statements about the expected timetable for completing the transactions.
Because such statements deal with future events and are based on the Company 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.
Exhibit 99.1
May
20, 2024
Subject:
Pleased to Announce Transaction with Saltchuk
Ladies
and Gentlemen,
This
morning we announced that Overseas Shipholding Group has reached an agreement to be acquired by Saltchuk Resources, a privately owned
family of diversified freight transportation, marine service and energy distribution companies. I am reaching out to provide further
information on this agreement, which we believe is very positive for our future.
For
decades, we have been respected as a premier vessel operator with unwavering dedication to our customers, supported by an incredibly
dedicated and hardworking group of mariners and shoreside employees such as yourself. We will continue upholding that legacy by joining
forces with Saltchuk, now as part of their family of diversified transportation, marine service, and energy distribution companies. Saltchuk
is a family-owned business that has long appreciated OSG for our commitment to delivering incident-free and environmentally responsible
transportation services, and for our unique combination of specialized assets and geographic reach.
Most
importantly, Saltchuk is an organization that shares our values, including embracing safety, integrity, and respect for the communities
where we operate. Saltchuk refers to their companies as family and takes pride in exceptional performance. They are committed to their
people and believe in building a mutually respectful culture through teamwork across their companies.
I
know you will be wondering what this transaction means for you. Over the near term, nothing changes. Until the transaction closes, which
we expect to occur within the next few months, OSG will remain an independent company. Saltchuk has expressed to us their intention to
keep operating OSG as a standalone entity, running the business in all material respects in the same way as we operate it today.
You
may still have questions about this news, and while we won’t have all the answers right away, we will work hard to address as many
as we can. I have included a brief Q&A at the bottom of this note and the press release we issued has other details. I will hold
a Town Hall on Tuesday and welcome your questions.
This
transaction is a very positive step in the evolution of our business, and it reflects the commitment all of you demonstrate to serve
our customers every day. On behalf of the Board of Directors and the leadership team, thank you for your contributions to our continuing
success and for all that you do each day, building OSG into the company it is today, together.
Best
regards,
Sam
FAQs
| 1. | Why
does a sale of OSG make sense? |
In
January, Saltchuk reached out to us to express their interest in acquiring OSG. Our Board then initiated an extensive process to determine
the path forward that would be in the best interests of the business. Ultimately, the Board found that Saltchuk’s offer, which
has increased since their initial indication of interest, represents compelling value to, and is in the best interest of, our shareholders
not affiliated with Saltchuk.
| 2. | Who
is Saltchuk? Why are they the right acquirer for OSG? |
Saltchuk,
based in Seattle, is a family of diversified transportation, marine service, and energy distribution companies. Their operating companies
have distinguished themselves in their respective segments of marine services, energy distribution, air cargo, domestic and international
shipping, and logistics. This transaction partners us with an organization that shares our values and focus on customers.
| 3. | What
will change as a result of the transaction? |
Nothing
changes at this time and we will remain an independent company until the transaction closes. After the close, we expect to operate as
a standalone entity within Saltchuk’s family of companies. OSG would become a privately owned company and would no longer be publicly
listed on the NYSE.
| 4. | Will
I continue to have a job with OSG? |
Saltchuk
has expressed to us their intention to keep operating OSG as a standalone entity, running the business the same way we do today, under
the leadership of our existing management team. Because of this, we anticipate there will be little impact to our existing staffing.
Further, joining the Saltchuk family of companies, with over 30 operating companies and 7,500 employees across the U.S. and the Caribbean
provides potential career opportunities at other Saltchuk companies.
The
next major step is the commencement of a tender offer, a formal process in which OSG shareholders will be asked to sell their shares
to Saltchuk. The transaction also will need to receive customary regulatory clearance. We expect the transaction to close this summer.
As we continue through this process, we will communicate updates via emails and townhalls.
| 6. | What
do I communicate to external parties with questions — suppliers, customers, etc.? |
Your
managers will be sharing with you how we are communicating this news to our stakeholders. Only authorized employees should speak with
external parties. Employees should not speak to the media or financial community under any circumstances. All media inquiries should
be managed by our media spokespersons; IR will handle all financial questions.
| 7. | How
soon can OSG employees interact with Saltchuk employees? |
You
should not engage with Saltchuk employees unless you are explicitly asked by your supervisor. We expect the transaction to close in the
next few months. Between now and then, both companies will continue to operate as standalone organizations. We will update you with more
information as to interactions between OSG and Saltchuk employees as we move forward towards closing.
| 8. | Will
OSG be implementing a hiring freeze until the closing of the transaction? |
No.
Until the transaction closes, it is business as usual. Until the closing, the HR team will continue to evaluate open positions in the
ordinary course.
Additional
Information and Where to Find It
The
tender offer 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 OSG 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 OSG will
file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.
OSG
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 OSG 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, OSG’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 OSG
and Saltchuk will be available free of charge under “SEC Filings” on the Investors page of OSG’s website, www.osg.com.
In addition, OSG’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 99.2
Facebook
(Overseas Shipholding Group - OSG)
| | ● | This
morning, we announced that Overseas Shipholding Group has reached an agreement to be acquired
by Saltchuk Resources. We look forward to working together, as part of Saltchuk’s family
of diversified transportation, marine service, and energy distribution companies, to build
on our legacy as a premier vessel operator with unwavering dedication to our customers. |
“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,” said Sam Norton,
OSG’s President and Chief Executive Officer.
For
more information, read our full press release here: https://www.osg.com/overseas-shipholding-group-enters-into-a-definitive-agreement-to-be-acquired-by-saltchuk-resources-inc/
LinkedIn
(Overseas Shipholding Group)
| | ● | This
morning, we announced that Overseas Shipholding Group has reached an agreement to be acquired
by Saltchuk Resources. We look forward to working together, as part of Saltchuk’s family
of diversified transportation, marine service, and energy distribution companies, to build
on our legacy as a premier vessel operator with unwavering dedication to our customers. |
“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,” said Sam Norton,
OSG’s President and Chief Executive Officer.
For
more information, read our full press release here: https://lnkd.in/e7iJnh9R
Instagram
(@OverseasShipholdingGroup)
| | ● | This
morning, we announced that Overseas Shipholding Group has reached an agreement to be acquired
by Saltchuk Resources. We look forward to working together, as part of Saltchuk’s family
of companies, to build on our legacy as a premier vessel operator with unwavering dedication
to our customers. |
For
more information, you can read the full press release at the link in our bio.
Overseas Shipholding (NYSE:OSG)
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