Overseas Shipholding Group to Be Acquired by Saltchuk Resources for $950 Million

Overview:

Overseas Shipholding Group, Inc. (NYSE: OSG), a prominent provider of liquid bulk transportation services in the energy sector, has entered into a definitive agreement to be acquired by Saltchuk Resources, Inc. The transaction, valued at approximately $950 million, includes a purchase price of $8.50 per share in cash.

The merger agreement, unanimously approved by the boards of both companies, positions Saltchuk to commence a tender offer to acquire all outstanding shares of OSG that it does not already own. This offer represents a 61% premium to OSG’s 30-day volume-weighted average price as of January 26, 2024, and a 44% premium to OSG’s closing price on the same day.

Key Figures and Statements:

• Douglas D. Wheat, Chairman of the OSG Board of Directors: "We are pleased to have reached an agreement that reflects our leading Jones Act business and the value created by the OSG team over the past several years."
• Sam Norton, President and CEO of OSG: "We are excited to join Saltchuk, which has a close understanding of our business and shares our values and focus on customers."
• Mark Tabbutt, Chairman of Saltchuk Resources: "OSG’s strong cultural fit and commitment to operational safety, reliability, and environmental stewardship align well with Saltchuk’s values."

Following the completion of the transaction, OSG will operate as a standalone business unit within Saltchuk’s portfolio of diversified transportation and service companies.

The closing of the tender offer is contingent upon customary conditions, including the expiration of the Hart-Scott-Rodino Act waiting period and the tender of a majority of OSG’s outstanding shares. The transaction is anticipated to close within the next few months, and will be funded through a combination of committed debt financing and cash on hand.

Advisors:

• OSG: Evercore (financial advisor) and Fried, Frank, Harris, Shriver & Jacobson LLP (legal advisor)
• Saltchuk: BDT & MSD Partners (financial advisor) and K&L Gates LLP (legal advisor)

For more details on the merger and the companies involved, visit the official press release here.

About Saltchuk Resources, Inc.:

Saltchuk is a family-owned conglomerate specializing in freight transportation, marine services, and energy distribution, with annual revenues of approximately $5 billion and 7,500 employees. Saltchuk emphasizes safety, reliability, and environmental stewardship across its operations.

About Overseas Shipholding Group, Inc.:

OSG provides liquid bulk transportation services for crude oil and petroleum products in the U.S. Flag markets. The company operates a diverse fleet and is recognized for its commitment to quality, safety, and environmental standards. OSG is headquartered in Tampa, FL.