Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 28, 2023

Date of Report (Date of earliest event reported)

Overseas Shipholding Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-06479

13-2637623

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Two Harbor 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock (par value $0.01 per share)		OSG		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On August 28, 2023, Overseas Shipholding Group, Inc. announced that it had agreed to purchase 3,788,639 shares of the Company’s common stock from entities managed by Cyrus Capital Partners, L.P. at a price of $4.05 per share, or a total of $15,343,987.95.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, OSG has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OVERSEAS SHIPHOLDING GROUP, INC.
	(Registrant)

Date: August 29, 2023	By:	/s/ Richard Trueblood
		Richard Trueblood
		Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated August 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

Overseas Shipholding Group

Announces Off-Market Share Repurchase

Tampa, FL –August 28, 2023 – Overseas Shipholding Group, Inc. (NYSE: OSG) (the “Company” or “OSG”) today announced that it has agreed to purchase 3,788,639 shares of the Company’s common stock from entities managed by Cyrus Capital Partners, L.P. at a price of $4.05 per share for a total consideration of $15,343,987.95 in a privately negotiated transaction. The purchase is expected to be completed today and will be paid out of OSG’s available cash. The closing price of OSG common stock in composite trading on August 25, 2023 was $4.01. The purchase is not part of the previously announced program to purchase up to $20 million of OSG common stock.

Sam Norton, OSG’s President and CEO, stated, “The opportunity offered to us by Cyrus Capital to acquire a meaningful block of OSG shares presented an attractive means for continuing our commitment to increasing shareholder value through our share repurchase strategy. The price paid in this share purchase equates to an enterprise value of roughly four times expected 2023 adjusted EBITDA, an implied valuation that we believe represents a compelling value. Through both open market purchases and opportunistic off-market transactions such as the one to be concluded today with Cyrus Capital, OSG has repurchased 16.76 million shares over the past fifteen months at an average price of $3.33 per share.”

Mr. Norton added, “The recent success of our operations and the duration of our current book of charter contracts has given OSG the appropriate level of visibility to reasonably expect a steady stream of cash flows from both our specialized and conventional trading businesses for the foreseeable future. The repurchase of shares at attractive prices is but one of several options for utilizing excess cash that our Board of Directors continuously reviews, and we look forward to reporting on future cash deployment opportunities in the quarters ahead.”

About Overseas Shipholding Group, Inc

Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded company providing liquid bulk transportation services in the energy industry for crude oil and petroleum products in the U.S. Flag markets. OSG is a major operator in the Jones Act industry and in the Tanker Security Program. OSG’s U.S. Flag fleet consists of Suezmax crude oil tankers doing business in Alaska, conventional and lightering ATBs, shuttle and conventional MR tankers, and non-Jones Act MR tankers that participate in the U.S. Tanker Security Program and for the Military Sealift Command.

OSG is committed to setting high standards of excellence for its quality, safety, and environmental programs. OSG is recognized as one of the world’s most customer-focused marine transportation companies and is headquartered in Tampa, FL. More information is available at www.osg.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts should be considered forward-looking statements, including but not limited to words such as “may”, “will”, “intends”, “plans”, “expects” and similar expressions. Such forward-looking statements represent the Company’s reasonable expectations with respect to future events or circumstances based on various factors and are subject to various risks, uncertainties, and assumptions relating to the Company’s operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Undue reliance should not be placed on any forward-looking statements and, when reviewing any forward-looking statements, investors should carefully consider factors including, but not limited to, those risk factors discussed in the Company’s Annual Report on Form 10-K and in the Company’s subsequently filed Quarterly Reports on Form 10-Q filed with the SEC. The Company assumes no obligation to update or revise any forward-looking statements except as may be required by law. Forward-looking statements in this press release and written and oral forward-looking statements attributable to the Company or its representatives after the date of this press release 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.

Investor Relations & Media Contact:

Susan Allan, Overseas Shipholding Group, Inc.

(813) 209-0620

sallan@osg.com

Source: Overseas Shipholding Group, Inc.

Cover	Aug. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	001-06479
Entity Registrant Name	Overseas Shipholding Group, Inc
Entity Central Index Key	0000075208
Entity Tax Identification Number	13-2637623
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Two Harbor Place
Entity Address, Address Line Two	302 Knights Run Avenue
Entity Address, Address Line Three	Suite 1200
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33602
City Area Code	(813)
Local Phone Number	209-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock (par value $0.01 per share)
Trading Symbol	OSG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false