Overseas Shipholding Group, Inc. (NYSE:OSG) today announced the record
date for the previously announced spin-off of its International flag
business. The spin-off will separate the international and domestic
businesses of OSG into two independent, publicly traded companies:
Overseas Shipholding Group and International Seaways (“INSW”), (formerly
known as OSG International, Inc.).
The spin-off is expected to be effective as of 5:00 p.m. on Nov. 30,
2016, the distribution date for the spin-off, with 100 percent of the
shares of International Seaways distributed to OSG shareholders and
warrantholders. OSG shareholders will receive 0.3333 shares of
International Seaways common stock for every one share of OSG common
stock held at 5:00 p.m. on November 18, 2016, the record date for the
spin-off. For each OSG warrant held on the record date, OSG
warrantholders will receive 0.3333 shares of INSW common stock for every
one share of OSG common stock they would have received if they exercised
those warrants immediately prior to the distribution date (or
approximately 0.06332 INSW shares per warrant). OSG shareholders and
warrantholders will receive cash in lieu of any fractional shares.
International Seaways has received authorization to list its shares on
the New York Stock Exchange (NYSE) under the symbol “INSW.” OSG expects
that a “when-issued” public trading market for International Seaways
common stock will begin on the NYSE on or about November 16, 2016, under
the symbol “INSW WI” and will continue through the distribution date.
International Seaways common stock is expected to begin “regular way”
trading on the NYSE on December 1, 2016, the first trading day following
the distribution date.
No action is required by OSG shareholders or warrantholders to receive
shares of International Seaways common stock in the spin-off. Beginning
on or about November 16, 2016, through the distribution date, it is
expected that there will be two ways to trade OSG common stock - either
with or without the right to receive International Seaways common stock
in the spin-off. Investors are encouraged to consult with their broker
and financial and tax advisors regarding the specific implications of
buying or selling OSG common stock on or before the distribution date.
The spin-off and the distribution of International Seaways common stock
is subject to the U.S. Securities and Exchange Commission (SEC) having
declared effective International Seaways’ registration statement on Form
10. In addition, the spin-off is subject to conditions set forth in a
Separation and Distribution Agreement between OSG and International
Seaways, the form of which is filed as an exhibit to International
Seaways registration statement on Form 10.
International Seaways, Inc.
After the spin-off, International Seaways, Inc. will be one of the
largest tanker companies worldwide providing energy transportation
services for crude oil and petroleum products in International Flag
markets. International Seaways owns and operates a fleet of 55 vessels,
including one ULCC, eight VLCCs, eight Aframaxes/LR2s, 12 Panamaxes/LR1s
and 20 MR tankers. Through joint venture partnerships, it has ownership
interests in four liquefied natural gas carriers and two floating
storage and offloading service vessels. International Seaways has an
experienced team committed to the very best operating practices and the
highest levels of customer service and operational efficiency.
International Seaways will be headquartered in New York City, NY.
Overseas Shipholding Group, Inc.
After the spin-off, OSG will consist of the currently existing U.S. Flag
business, which is a major operator of tankers and ATBs in the Jones Act
industry. OSG’s 24-vessel fleet consists of eight ATBs, two lightering
ATBs, three shuttle tankers, nine MR tankers, and two non-Jones Act MR
tankers that participate in the U.S. Maritime Security Program. OSG will
be headquartered in Tampa, FL.
About OSG
Overseas Shipholding Group, Inc. (NYSE:OSG) is a publicly traded tanker
company providing energy transportation services for crude oil and
petroleum products in the U.S. and International Flag markets. 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 New York City, NY. More information is available at www.osg.com.
Forward-Looking Statements
This release contains forward-looking statements. In addition, the
Company may make or approve certain statements in future filings with
the Securities and Exchange Commission (SEC), in press releases, or in
oral or written presentations by representatives of the Company. All
statements other than statements of historical facts should be
considered forward-looking statements. These matters or statements may
relate to the Company’s plans to issue dividends and make payments to
securityholders, its prospects, including statements regarding trends in
the tanker and articulated tug/barge markets, and possibilities of
spin-offs or certain strategic alliances and investments.
Forward-looking statements are based on the Company’s current plans,
estimates and projections, and are subject to change based on a number
of factors. Investors should carefully consider the risk factors
outlined in more detail in the Company’s Annual Report for 2015 on Form
10-K under the caption “Risk Factors” and in similar sections of other
filings made by the Company with the SEC from time to time. The Company
assumes no obligation to update or revise any forward-looking
statements. Forward-looking statements and written and oral forward
looking statements attributable to the Company or its representatives
after the date of this release are qualified in their entirety by the
cautionary statements contained in this paragraph and in other reports
previously or hereafter filed by the Company with the SEC.
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