UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 6)
Overseas
Shipholding Group, Inc.
(Name
of Issuer)
Class
A Common Stock, par value $0.01 per share
(Title
of Class of Securities)
69036R863
(CUSIP
Number)
●
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)
May
19, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
Name
of Reporting Person
Saltchuk
Resources, Inc. |
2 |
Check
the Appropriate Box if a Member of a Group
(a)
☒ (b) ☐ |
3 |
SEC
Use Only
|
4 |
Source
of Funds (See Instructions)
WC,
BK, OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
Citizenship
or Place of Organization
Washington |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
7 |
Sole
Voting Power
15,203,554 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
15,203,554 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Reporting Person
15,203,554 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent
of Class Represented by Amount in Row (11)
21.1%1 |
14 |
Type
of Reporting Person
CO |
1
Calculated based on 72,030,977 shares of Class A common stock, $0.01 par value per share (the “Common Stock”),
of Overseas Shipholding Group, Inc. (the “Issuer”), outstanding as of May 6, 2024, excluding penny warrants exercisable
for 507,797 shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange Commission on May 10, 2024.
1 |
Name of Reporting
Person
Saltchuk
Holdings, Inc. |
2 |
Check the
Appropriate Box if a Member of a Group
(a) ☒
(b) ☐ |
3 |
SEC Use Only
|
4 |
Source of
Funds (See Instructions)
WC, BK,
OO |
5 |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
Citizenship
or Place of Organization
Washington |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
7 |
Sole Voting
Power
15,203,554 |
8 |
Shared Voting
Power
0 |
9 |
Sole Dispositive
Power
15,203,554 |
10 |
Shared Dispositive
Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Reporting Person
15,203,554 |
12 |
Check if
the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent of
Class Represented by Amount in Row (11)
21.1%2 |
14 |
Type of Reporting
Person
HC |
2
Calculated based on 72,030,977 shares of Common Stock of the Issuer, outstanding as of May 6, 2024, excluding penny warrants exercisable
for 507,797 shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange Commission on May 10, 2024.
The
following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment
No. 6 amends the Schedule 13D as specifically set forth herein. Amendment No. 6 is being jointly filed by Saltchuk Resources, Inc. (“Saltchuk
Resources”) and Saltchuk Holdings, Inc., its sole shareholder (together with Saltchuk Resources, the “Reporting Persons”)
and amends and supplements the statement on Schedule 13D jointly filed by the Reporting Persons with the Securities Exchange Commission
(the “Commission”) on March 12, 2020 (as it may be amended from time to time, the “Schedule 13D”).
Initially capitalized terms used in this Amendment No. 6 that are not otherwise defined herein shall have the same meanings attributed
to them in the Schedule 13D. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged.
Item
4. |
Purpose
of the Transaction. |
Item
4 is hereby amended and supplemented by the following:
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”). Saltchuk is the beneficial owner of 15,203,554, or approximately 21.1%, of the Company’s outstanding
shares of Class A common stock, par value $0.01 per share (the “Shares”). The Merger Agreement and the transactions contemplated
thereby were unanimously approved by the board of directors of the Company.
The
Merger Agreement provides for, among other things, (i) the acquisition by Saltchuk of all of the outstanding Shares not beneficially
owned by it by means of a cash tender offer (the “Offer”) by Merger Sub for each outstanding Share for $8.50 per share (the
“Offer Price”), without interest, and, (ii) after all Shares tendered into the Offer have been accepted for payment by or
on behalf of Merger Sub, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the
Merger as a wholly owned subsidiary of Saltchuk (the “Surviving Corporation”), pursuant to Section 251(h) of the Delaware
General Corporation Law (the “DGCL”). In connection with the Merger, each Share remaining outstanding immediately prior to
the effective time of the Merger (the “Effective Time”) (other than those Shares held by the Company in treasury or by Saltchuk,
Merger Sub or any other wholly owned subsidiary of Saltchuk (including those Shares tendered into the Offer and accepted for payment),
or the Shares held by a holder who (i) is entitled to appraisal rights under Section 262 of the DGCL, (ii) has properly demanded appraisal
rights with respect thereto in accordance with Section 262 of the DGCL, (iii) has complied in all respects with Section 262 of the DGCL
and (iv) has not validly revoked such demand) will be converted into the right to receive an amount in cash equal to the Offer Price,
without interest.
Under
the terms of the Merger Agreement, Merger Sub is required to commence the Offer no later than 15 business days after the date of the
Merger Agreement. The Offer will expire at one minute after 11:59 p.m., Eastern time, on the 20th business day following the commencement
of the Offer, unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations
of the U.S. Securities and Exchange Commission (the “SEC”). Consummation of the Offer will be subject to the satisfaction
of certain conditions, including, but not limited to, (i) the number of Shares validly tendered, “received” and not validly
withdrawn prior to the expiration of the Offer, together with the Shares owned by Saltchuk, Merger Sub and any of their respective affiliates
as of expiration of the Offer, equals at least one Share more than a majority of all issued and outstanding Shares as of the expiration
of the Offer, (ii) the accuracy of the representations and warranties of the Company set forth in the Merger Agreement (subject to certain
exceptions and qualifications described in the Merger Agreement and except, generally, for inaccuracies that do not constitute a Company
Material Adverse Effect (as defined in the Merger Agreement)), (iii) the Company’s performance in all material respects of its
obligations under the Merger Agreement, (iv) the absence of any law or order prohibiting or making illegal the acquisition of or payment
for the Shares pursuant to the Offer or consummation of the Merger, (v) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (vi) the other conditions set forth in Annex I to the Merger Agreement.
The obligations of Saltchuk and Merger Sub to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing
condition.
Consummation
of the Merger is subject to the following conditions: (i) Merger Sub (or Saltchuk on Merger Sub’s behalf) shall have irrevocably
accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer and consummated the Offer and (ii) the
absence of any law or order prohibiting or making illegal the consummation of the Merger. The Merger will be effected on the first business
day on which these conditions shall have been satisfied.
The
Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the
operation of the business of the Company and its subsidiaries prior to the Offer Acceptance Time.
The
Merger Agreement also includes covenants prohibiting the Company from soliciting alternative acquisition proposals, and subject to certain
exceptions, engaging in discussions or negotiations with respect to such proposals.
The
Merger Agreement contains certain termination rights for each of the Company and Saltchuk. Upon termination of the Merger Agreement in
accordance with its terms, under certain specified circumstances, the Company will be required to pay Saltchuk a termination fee in an
amount equal to $19.6 million, including if the Merger Agreement is terminated by the Company to enter into an acquisition agreement
providing for a Superior Proposal (as defined in the Merger Agreement) or by Saltchuk due to the board of directors of the Company changing
its recommendation to the Company’s stockholders to accept the Offer and tender their Shares to Merger Sub pursuant to the Offer.
This termination fee will also be payable if (i) the Merger Agreement is terminated under certain circumstances, and at or prior to such
termination, an acquisition proposal has been publicly proposed, announced or made or, in the case of termination of the Merger Agreement
by Saltchuk upon a breach of the Merger Agreement by the Company, otherwise provided to the Company’s management, the Company’s
board of directors or a committee thereof, and such proposal has not been withdrawn, prior to the Offer Acceptance Time, and (ii) within
12 months of such termination, the Company consummates such proposal or the Company’s board of directors approves, or the Company
enters into, a definitive agreement with respect to an acquisition proposal that is subsequently consummated.
If
the Merger is effected, the Class A Common Stock will be delisted from the New York Stock Exchange and the Company’s obligations
to file periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will terminate and the
Company will be privately held.
The
Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other
factual information about the Company, Saltchuk, Merger Sub or their respective affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for
the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement
rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries
or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures.
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is attached hereto as Exhibit E and is incorporated herein by reference.
On
May 20, 2024, the Company and Saltchuk issued a joint press release announcing entry into the Merger Agreement. A copy of the press release
is attached hereto as Exhibit F and is incorporated by reference herein.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item
6 of the Original Schedule 13D is hereby amended and supplemented by the following:
The
description under Item 4 is incorporated herein by reference in its entirety.
Item
7. |
Material
to be Filed as Exhibits |
|
|
A. |
Joint Filing Agreement dated July 1, 2021, by and between the Reporting Persons (incorporated by reference to the Schedule 13D/A filed with the Securities and Exchange Commission on July 2, 2021) |
E. |
Agreement and Plan of Merger, dated May 19, 2024, by and among Saltchuk Resources, Inc., Seahawk MergeCo., Inc. and Overseas Shipholding Group, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Commission on May 20, 2024). |
F. |
Joint
Press Release of Saltchuk Resources, Inc. and Overseas Shipholding Group, Inc., dated May 20, 2024 (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the Commission on May 20, 2024). |
SIGNATURES
After
reasonable 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:
May 20, 2024
|
SALTCHUK RESOURCES, INC. |
|
|
|
|
|
/s/
Jerald W. Richards |
|
By: |
Jerald
W. Richards
|
|
Title: |
Senior
V.P. and CFO |
|
|
|
|
SALTCHUK HOLDINGS, INC. |
|
|
|
|
|
/s/
Jerald W. Richards |
|
By: |
Jerald
W. Richards
|
|
Title: |
Senior
V.P. and CFO |
Overseas Shipholding (NYSE:OSG)
過去 株価チャート
から 5 2024 まで 6 2024
Overseas Shipholding (NYSE:OSG)
過去 株価チャート
から 6 2023 まで 6 2024