Item 2.01 Completion of Acquisition
or Disposition of Assets.
On November 30, 2016 (the “Distribution
Date”), Overseas Shipholding Group, Inc. (the “Company” or “OSG”) completed the previously announced
separation (the “Spin-Off”) of its wholly-owned subsidiary, International Seaways, Inc. (“INSW”) by distributing
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, without giving effect to the exercise price (or
0.063327 INSW shares per warrant). This Current Report on Form 8-K is being filed to provide unaudited pro forma financial information
for the Company for the fiscal years ended December 31, 2015, 2014, and 2013 and the nine-months ended September 30, 2016, giving
effect to the Spin-Off and related transactions. The unaudited pro forma condensed consolidated statements of operations for the
nine months ended September 30, 2016 and for the years ended December 31, 2015, 2014 and 2013, reflect our results as if the Transaction
had occurred on January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2016 gives effect
to the Transaction as if it occurred on September 30, 2016.
After the Distribution Date, the Company
does not beneficially own any INSW common stock and, following such date, will not consolidate the financial results of INSW for
the purpose of its own financial reporting. The unaudited pro forma financial information of the Company giving effect to the Spin-Off
and the related transactions, and the related notes thereto, are attached hereto as Exhibit 99.1.
This Current Report on Form 8-K and the exhibits hereto contain
forward-looking statements. All statements other than statements of historical facts should be considered forward-looking statements.
Words such as “may,” “will,” should,” “would,” “could,” “appears,”
“believe,” “intends,” expects,” “estimates,” “targeted,” “plans,”
“anticipates,” “goal” and similar expressions are intended to identify forward-looking statements but should
not be considered as the only means through which these statements may be made. Such forward-looking statements represent the Company’s
reasonable expectation with respect to future events or circumstances based on various factors and are subject to various risks
and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business,
prospects, growth strategy and liquidity. Accordingly, there are or will be important factors, many of which are beyond the control
of the Company, that could cause the Company’s actual results to differ materially from those indicated in these statements.
Undue reliance should not be placed on any forward-looking statements and consideration should be given to the following factors
when reviewing such statements. Such factors include, but are not limited to: the expected tax treatment of the Spin-Off, the impact
of the Spin-Off on the businesses of OSG, the risk that disruptions from the Spin-Off will harm OSG’s business, competitive
responses to the Spin-Off, general economic and business conditions that affect OSG following the Spin-Off, the risk that INSW
will fail to satisfy the terms of agreements related to the Spin-Off and the other risk factors discussed in the Company’s
Form 10-K for the year ended December 31, 2015, and other reports filed with the U.S. Securities and Exchange Commission (“SEC”).
The Company assumes no obligation to update or revise any forward looking statements. The forward-looking statements included in
this Current Report on Form 8-K and written and oral forward looking statements attributable to the Company or its representatives
after the date of this Current Report on Form 8-K are qualified in their entirety by the cautionary statement contained in this
paragraph and in other reports hereafter filed by the Company with the SEC.