OSG to be acquired by Saltchuk for $8.50/share in cash; valued at $950M

OVERSEAS SHIPHOLDING GROUP INC

Offer price of $8.50/share represents a 44% premium to OSG's Jan 26 closing price and 61% to 30-day VWAP.
Transaction valued at $950M total; funded via committed debt and cash, no financing condition.
Tender offer to commence within 15 business days; closing expected in next few months.
Saltchuk already owns 21.1% of OSG; post-close OSG will operate as a standalone unit.
Executives Norton, O'Halloran, Mote, Allan agreed not to claim 'Good Reason' due to going private.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

OVERSEAS SHIPHOLDING GROUP INC entered into Merger Agreement with Saltchuk Resources, Inc. and Seahawk MergeCo., Inc. (effective 2024-05-19).

Action: entry
Agreement: merger
Counterparty: Saltchuk Resources, Inc. and Seahawk MergeCo., Inc.
Effective: 2024-05-19

Exact text from the filing

On May 19, 2024, Overseas Shipholding Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Saltchuk Resources, Inc. (“Saltchuk”) and Seahawk MergeCo., Inc., a wholly owned subsidiary of Saltchuk (“Merger Sub”).

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Source: SEC EDGAR

accession 0001493152-24-020533

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