Current Report Filing (8-k)
December 02 2016 - 05:03PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(
d
) of the
Securities
Exchange Act of 1934
December 2, 2016 (November 30, 2016)
Date
of Report (Date of earliest event reported)
OVERSEAS
SHIPHOLDING GROUP, Inc.
(Exact
Name of Registrant as Specified in Charter)
1-6479-1
Commission
File Number
Delaware
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13-2637623
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Two
Harbour Place
302
Knights Run Avenue, Suite 1200
Tampa,
Florida 33602
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code
(813) 209-0600
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement.
Effective as of 5:00 p.m., New York time,
on November 30, 2016 (the “Distribution Date”), Overseas Shipholding Group, Inc. (the “Company” or “OSG”)
completed the previously announced spin-off (the “Spin-Off” or the “Distribution”) of its wholly-owned
subsidiary, International Seaways, Inc. (“INSW”). On the Distribution Date, OSG distributed all of the outstanding
shares of INSW’s common stock, no par value (“INSW common stock”), on a pro rata basis, to holders of OSG’s
Class A common stock (“OSG common stock”) and Class A warrants (“OSG warrants”) of record as of 5:00 p.m.,
New York time, on November 18, 2016 (the “Record Date”). On the Distribution Date, each holder of OSG common stock
received 0.3333 shares of INSW common stock for every share of OSG common stock held on the Record Date. Each holder of OSG warrants
received 0.3333 shares of INSW common stock for every one share of OSG common stock they would have received if they exercised
their warrants immediately prior to the Distribution (or 0.063327 shares of INSW common stock per warrant). Holders of OSG common
stock and OSG warrants received cash in lieu of fractional shares of INSW common stock.
In connection with the Distribution, OSG
entered into a Separation and Distribution Agreement with INSW, dated as of November 30, 2016. In addition to the Separation and
Distribution Agreement, OSG and INSW entered into certain ancillary agreements, including a Transition Services Agreement and an
Employee Matters Agreement, each dated as of November 30, 2016. These agreements govern the relationship between OSG and INSW following
the Spin-Off and provide for the allocation of various assets, liabilities, rights and obligations. These agreements also include
arrangements for transition services to be provided by OSG to INSW and by INSW to OSG.
A summary of the material terms of each
of the foregoing agreements can be found in INSW’s Information Statement, dated November 10, 2016 (the “Information
Statement”), which is included as Exhibit 99.1 to this Current Report on Form 8-K, under the section entitled “Certain
Relationships and Transactions with Related Persons, Affiliates and Affiliated Entities—Agreements with OSG.” This
summary is incorporated by reference into this Item 1.01. The summary is qualified in its entirety by reference to the Separation
and Distribution Agreement, the Transition Services Agreement and the Employee Matters Agreement, which are attached hereto as
Exhibits 2.1, 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 1.02 Termination of a
Material Definitive Agreement.
On November 30, 2016, OSG, INSW and certain
of INSW’s subsidiaries entered into a fourth amendment (the “Fourth INSW Credit Agreement Amendment”) to the
secured term loan and revolver facilities, dated as of August 5, 2014, as amended by that certain First Amendment, dated as of
June 3, 2015, that certain Second Amendment, dated as of July 18, 2016 and that certain Third Amendment, dated as of September
20, 2016 (as amended, the “INSW Facilities”), among OSG, INSW, OIN Delaware LLC (the sole member of which is INSW),
certain INSW subsidiaries, Jefferies Finance LLC, as administrative agent, and other lenders party thereto, both secured by a first
lien on substantially all of the International Flag assets of INSW and its subsidiaries.
INSW entered into the Fourth Credit Agreement
Amendment primarily to reflect the Spin-Off of INSW from OSG. The Fourth INSW Credit Agreement Amendment, among other things, removed
OSG as a guarantor of the INSW Facilities. As a result of the Fourth INSW Credit Agreement Amendment, OSG has no ongoing obligations
under the INSW Facilities.
The foregoing description does not purport
to be complete and is qualified in its entirety by reference to the Fourth INSW Credit Agreement Amendment, which is attached hereto
as Exhibit 10.3 and is incorporated herein by reference.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2016, in connection with the Spin-Off, Lois
K. Zabrocky resigned from her position as Co-President and Head of the International Flag Strategic Unit, James D. Small III resigned
from his position as Senior Vice President, General Counsel and Secretary and Adewale O. Oshodi resigned from his position as Vice
President and Controller. Ms. Zabrocky became President and Chief Executive Officer of INSW, James D. Small III became Chief Administrative
Officer, Senior Vice President, Secretary and General Counsel of INSW and Mr. Oshodi became Controller of INSW, in each case effective
as of November 30, 2016.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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2.1
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Separation and Distribution Agreement, dated as of November 30, 2016, by and between Overseas Shipholding Group, Inc. and International Seaways, Inc.*
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10.1
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Transition Services Agreement, dated as of November 30, 2016, between Overseas Shipholding Group, Inc. and International Seaways, Inc.
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10.2
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Employee Matters Agreement, dated as of November 30, 2016, between Overseas Shipholding Group, Inc. and International Seaways, Inc.
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10.3
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Fourth Amendment, dated as of November 30, 2016, to Credit Agreement dated as of August 5, 2014, among International Seaways, Inc. (formerly OSG International, Inc.), Overseas Shipholding Group, Inc., OIN Delaware LLC, certain subsidiaries of International Seaways, Inc. (formerly OSG International, Inc.) as other guarantors, various lenders, Jefferies Finance LLC, Barclays Bank PLC and UBS Securities LLC, as joint lead arrangers and joint book running managers, Jefferies Finance LLC, as administrative agent, Barclays Bank PLC and UBS Securities LLC, as co-documentation agents, Jefferies Finance LLC, as syndication agent, collateral agent and mortgage trustee, swingline lender, and issuing bank.
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99.1
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Information Statement of International Seaways, Inc., dated November 10, 2016.
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*
Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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OVERSEAS SHIPHOLDING GROUP, INC.
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(Registrant)
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Date: December 2, 2016
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By
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/s/ Rick F. Oricchio
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Name: Rick F. Oricchio
Title: Senior Vice President
and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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2.1
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Separation and Distribution Agreement, dated as of November 30, 2016, by and between Overseas Shipholding Group, Inc. and International Seaways, Inc.*
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10.1
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Transition Services Agreement, dated as of November 30, 2016, between Overseas Shipholding Group, Inc. and International Seaways, Inc.
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10.2
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Employee Matters Agreement, dated as of November 30, 2016, between Overseas Shipholding Group, Inc. and International Seaways, Inc.
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10.3
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Fourth Amendment, dated as of November 30, 2016, to Credit Agreement dated as of August 5, 2014, among International Seaways, Inc. (formerly OSG International, Inc.), Overseas Shipholding Group, Inc., OIN Delaware LLC, certain subsidiaries of International Seaways, Inc. (formerly OSG International, Inc.) as other guarantors, various lenders, Jefferies Finance LLC, Barclays Bank PLC and UBS Securities LLC, as joint lead arrangers and joint book running managers, Jefferies Finance LLC, as administrative agent, Barclays Bank PLC and UBS Securities LLC, as co-documentation agents, Jefferies Finance LLC, as syndication agent, collateral agent and mortgage trustee, swingline lender, and issuing bank.
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99.1
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Information Statement of International Seaways, Inc., dated November 10, 2016.
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*
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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