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
(Amendment No. 1)
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 Amendment No. 1 (this “Amendment”) to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Overseas Shipholding Group, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the cash tender offer made by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to purchase all of the Company’s issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of May 19, 2024, by and among Parent, Purchaser and the Company (as it may be amended from time to time, the “Merger Agreement”), at a purchase price of $8.50 per Share, without interest and subject to any applicable withholding taxes (such consideration as it may be amended from time to time pursuant to the terms of the Merger Agreement), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time), filed by Parent and Purchaser with the SEC on June 10, 2024. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule 14D-9, respectively, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein.
This Amendment should be read in conjunction with the rest of the Schedule 14D-9, as amended, which we urge you to read in its entirety.
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
| Exhibit No. | Description | |
| (a)(5)(iii) | Letter to the Company Employees from the Chief Executive Officer, first used on June 10, 2024. | |
| (a)(5)(iv) | ||
| (a)(5)(v) |
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.
| Date: June 10, 2024 | ||
| Overseas Shipholding Group, Inc. | ||
| By: | /s/ Susan Allan | |
| Name: | Susan Allan | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
Exhibit (a)(5)(iii)
June 10, 2024
Subject: Progress on the Saltchuk Transaction
Ladies and Gentlemen,
Since we announced that OSG had reached an agreement to be acquired by Saltchuk Resources, we have worked together with Saltchuk to draft the formal documents and filings necessary to proceed with the transaction which would, upon its completion, make OSG privately held. As I described during our Town Hall, this morning Saltchuk commences its tender offer whereby OSG stockholders may sell (tender) their shares directly to Saltchuk for $8.50 per share. This offer will remain open until July 9, 2024, unless it is extended. Also today, we are filing documents with the Department of Justice for it to conduct an antitrust review under the Hart Scott Rodino Act. Saltchuk’s offer will be successful if enough OSG shares are tendered so that Saltchuk would own more than 50% of OSG’s shares and the required antitrust clearance is obtained.
We and our Board of Directors are very supportive of this transaction. By joining Saltchuk, we will become part of their well-respected family of diversified transportation, marine service, and energy distribution companies. Saltchuk respects the work that we do operating our vessels and is committed to our values of delivering incident-free and environmentally responsible transportation services. I thank you sincerely for all the efforts and contributions each of you make every day to OSG.
Keep in mind that until the transaction closes, OSG remains an independent company. Saltchuk has expressed that they intend to keep OSG as a standalone entity, as its seventh line of business, running OSG in all material respects in the same way as we operate it today. Below are some FAQs that may address some of your questions, and I encourage you to raise anything additional you may wish to know.
Details including the specific documents that are involved relating to the tender offer (including the procedure for tendering shares and receiving payment) are available online at https://www.osg.com/investors/sec-filings/and at the website maintained by the SEC at www.sec.gov.
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.
5. What happens next?
The tender offer has commenced and is expected to conclude on July 9th, unless it is extended. Regulatory clearance from the Department of Justice antitrust division must be received in order to proceed with closing.
6. What do I communicate to external parties with questions — suppliers, customers, etc.?
Only authorized employees should speak with external parties. Employees should not speak on behalf of OSG to the media or financial community. All media and financial inquiries should be directed to the attention of Susan Allan sallan@osg.com.
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. 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.
Please do not hesitate to reach out if you have any other questions or concerns not covered above.
Sam
Exhibit (a)(5)(iv)
June 10, 2024
Subject: Information regarding the tender process
I am sending this to you as you have received OSG stock grants as part of your compensation, to share some details regarding the tender process and how you will receive specific instructions to tender your shares.
Earlier today Saltchuk commenced the tender offer whereby OSG stockholders may sell (tender) their shares directly to Saltchuk. This offer will remain open until July 9, 2024, unless extended. If enough OSG shares are tendered so that Saltchuk would own more than 50% of OSG’s shares and the required antitrust clearance is obtained, Saltchuk will complete the tender offer and you will receive $8.50 per share in cash for each share you tender. In order to tender your shares and for your shares to be counted toward Saltchuk obtaining a majority of OSG’s shares, you must give instructions to do so. If the tender offer is completed (which will occur only if enough shares are tendered so that Saltchuk would own a majority of the OSG shares and the required antitrust clearance is obtained), then even if you do not tender your shares, your shares will be converted into a right to receive $8.50 per share by means of a “second-step” merger process.
A point of clarification - you will be able to tender shares that are already vested. If the transaction is completed, your unvested shares will be paid out in the closing process.
For instructions regarding how to tender your shares, look to receive an information packet containing important information about the tender offer and specific instructions for how to tender your shares. Some shareholders will receive these instructions via U.S. mail in an envelope from Georgeson. If your shares are registered in the name of a broker or similar institution, you will likely receive an email and/or mailing from your institution. We encourage you to contact your institution in order to obtain additional information about the tender offer, including instructions for tendering your shares.
Additionally, OSG has made the information relating to the tender offer (including the procedure for tendering your shares and receiving payment) available online at https://www.osg.com/investors/sec-filings/. The packet of information consists of certain filings with the SEC, including a Schedule 14D-9, Schedule TO, Offer to Purchase, Letter of Transmittal, and other documents, which are also available free of charge at the website maintained by the SEC at www.sec.gov, which you are also encouraged to read.
Questions and requests for assistance may be directed to Georgeson LLC, the information agent for the tender offer, which can be reached by phone toll free at (866) 643-6206. I am also happy to assist on any inquiries you may have.
Regards,
Susan Allan
Exhibit (a)(5)(v)
June 10, 2024
Subject: Information regarding the tender process
Members of the Board of Directors,
Earlier today Saltchuk commenced the tender offer whereby OSG stockholders may sell (tender) their shares directly to Saltchuk. This offer will remain open until July 9, 2024, unless extended. As you are aware, if enough OSG shares are tendered so that Saltchuk would own more than 50% of OSG’s shares and the required antitrust clearance is obtained, Saltchuk will complete the tender offer and you will receive $8.50 per share in cash for each share you tender. In order to tender your shares and for your shares to be counted toward Saltchuk obtaining a majority of OSG’s shares, you must give instructions to do so. If the tender offer is completed (which will occur only if enough shares are tendered so that Saltchuk would own a majority of the OSG shares and the required antitrust clearance is obtained), then even if you do not tender your shares, your shares will be converted into a right to receive $8.50 per share by means of a “second-step” merger process.
For instructions regarding how to tender your shares, look to receive an information packet containing important information about the tender offer and specific instructions for how to tender your shares. Some shareholders will receive these instructions via U.S. mail in an envelope from Georgeson. If your shares are registered in the name of a broker or similar institution, you will likely receive an email and/or mailing from your institution. We encourage you to contact your institution in order to obtain additional information about the tender offer, including instructions for tendering your shares.
Additionally, OSG has made the information relating to the tender offer (including the procedure for tendering your shares and receiving payment) available online at https://www.osg.com/investors/sec-filings/. The packet of information consists of certain filings with the SEC, including a Schedule 14D-9, Schedule TO, Offer to Purchase, Letter of Transmittal, and other documents, which are also available free of charge at the website maintained by the SEC at www.sec.gov.
Questions and requests for assistance may be directed to Georgeson LLC, the information agent for the tender offer, which can be reached by phone toll free at (866) 643-6206.
Regards,
Susan Allan