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 16, 2015 (December 15, 2015)

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   13-2637623
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

1301 Avenue of the Americas

New York, New York  10019

 

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code   (212) 953-4100

 

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))

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The information in “Item 8.01 Other Events” of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

  

Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure .

 

On December 16, 2015, Overseas Shipholding Group, Inc. (the “Company”) issued a press release relating to the information in “Item 8.01 Other Events” of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.

  

Section 8 – Other Events

 

Item 8.01 Other Events.

 

As previously disclosed, on December 2, 2015, the Company began soliciting consents (the “Consent Solicitations”) from registered holders of its 8.125% Senior Notes due 2018 (the “2018 Notes”), and any and all of the Company’s outstanding 7.50% Senior Notes II due 2021 (the “Election 2 Notes”), 7.50% Senior Notes I due 2021 (the “Election 1 Notes”) and 7.50% Senior Notes due 2024 (the “2024 Notes”) to amend the applicable indenture governing such series of notes to affirm that for the purposes of the restriction in such indentures on the Company’s ability to dispose of assets, the Company’s international operations, held through its subsidiary OSG International, Inc., do not constitute all or substantially all, or substantially an entirety, as the case may be, of the Company’s assets. In addition, as previously disclosed, on December 2, 2015 the Company commenced cash tender offers (the “Tender Offers”) for up to $119,076,000 in aggregate principal amount of the 2018 Notes, and any and all of the Election 2 Notes, Election 1 Notes and 2024 Notes.

 

As of 5:00 pm on December 15, 2015, holders of more than a 50% of the outstanding principal amount of the 2018 Notes and more than 66⅔% of the outstanding principal amount of the Election 2 Notes and Election 1 Notes have provided consents to amend the indentures governing those series of notes. As a result, on December 16, 2015, the Company and the trustees under the indentures executed supplemental indentures (the “Supplemental Indentures”) to amend the applicable indentures.

 

The aggregate principal amount and approximate percentage of each series of notes validly tendered and not withdrawn as of the previously announced early tender/consent only deadline of 5:00 p.m., New York City time, on December 15, 2015 (the “Early Tender/Consent Only Deadline”) is summarized in the table below. The 2024 Notes were not subject to the early tender/consent only deadline.

 

Title of Security   Aggregate Principal
Amount that has Validly Both Tendered and Consented and Not
Been Withdrawn 		    Percent Aggregate
Principal Amount
Outstanding that has Validly Both Tendered and Consented and Not
Been Withdrawn 		    Aggregate
Principal Amount Validly Consented
Only and Not Been
Withdrawn 		    Percent Aggregate
Principal Amount
Outstanding that has Validly Consented Only
and Not Been Withdrawn 		 
8.125% Senior Notes due 2018   $ 234,041,000       98.27 %   $ 350,000       0.15 %
7.50% Senior Notes II due 2021   $ 102,565,000       99.70 %   $ 60,000       0.06 %
7.50% Senior Notes I due 2021   $ 3,508,000       100.00 %     –       –  

 

As the Tender Offer for the 2018 Notes is oversubscribed, the Company has accepted for purchase tendered 2018 Notes on a prorated basis in the manner described in the applicable Offer to Purchase and Consent Solicitation Statement. Holders who tender 2018 Notes and deliver consents with respect to 2018 Notes after the Early Tender/Consent Only Deadline will not have any of their Notes or Consents accepted for payment. The Company has accepted for purchase all Election 1 Notes and Election 2 Notes tendered prior to the Early Tender/Consent Only Deadline. In addition, the Company has determined that it will pay the applicable consent payment to all holders of 2018 Notes and Election 2 Notes that neither tendered their notes nor delivered consents prior to the Early Tender/Consent Only Deadline.

 

    1

 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
   
4.1 First Supplemental Indenture, dated as of December 16, 2015, relating to the 8.125% Senior Notes due 2018, between Overseas Shipholding Group, Inc. and The Bank of New York Mellon, as Trustee.
4.2 Fifth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes I due 2021, between Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee.
4.3 Sixth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes II due 2021, between Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee.
99.1 Press Release dated December 16, 2015.

 

 

 

 

   

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.

 

  OVERSEAS SHIPHOLDING GROUP, INC.
(Registrant)
   
Date: December 16, 2015 By /s/ James D. Small III
    Name: James D. Small III
    Title: Senior Vice President, Secretary & General Counsel
       

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
4.1 First Supplemental Indenture, dated as of December 16, 2015, relating to the 8.125% Senior Notes due 2018, among Overseas Shipholding Group, Inc. and The Bank of New York Mellon, as Trustee.
4.2 Fifth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes I due 2021, among Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee.
4.3 Sixth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes II due 2021, among Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee.
99.1 Press Release dated December 16, 2015.

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.1

 

Execution Version 

 

OVERSEAS SHIPHOLDING GROUP, INC.,

as Issuer,

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

__________________________________________

 

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 16, 2015
___________________________________________

 

 

 

8⅛% Senior Notes Due 2018

 

 

 

 

 

 

FIRST SUPPLEMENTAL INDENTURE

 

THIS FIRST SUPPLEMENTAL INDENTURE, effective as of December 16, 2015 (this “ First Supplemental Indenture ”), is entered into between Overseas Shipholding Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), having its principal office at 1301 Avenue of the Americas, New York, New York 10019, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).

 

WHEREAS, the Company and the Trustee have executed and delivered an Indenture (the “ Original Indenture ”), dated as of March 29, 2010, that governs the Company’s existing outstanding $300,000,000 aggregate principal amount of 8⅛% Senior Notes Due 2018 (the “ Notes ”), of which $61,849,000 in aggregate principal amount is held by the Company as of the date hereof;

 

WHEREAS, Section 9.02 of the Original Indenture provides, among other things, that, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Original Indenture or of modifying in any manner the rights of the Holders under the Original Indenture, subject to those certain exceptions set forth in Section 9.02 thereof;

 

WHEREAS, the Company distributed an offer to purchase and consent solicitation statement (the “ Statement ”) dated as of December 2, 2015 to the Holders of the Notes in connection with the offer to purchase for cash up to $119,076,000 in aggregate principal amount of the Notes and the concurrent solicitation of such Holders’ consents to a proposed amendment to the Original Indenture (the “ Tender Offer and Consent Solicitation ”);

 

WHEREAS, consent by the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes is required to execute this First Supplemental Indenture;

 

WHEREAS, pursuant to the Statement, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes have consented to the amendment to the Original Indenture effected by this First Supplemental Indenture in accordance with the provisions of the Indenture, evidence of such consents has been provided by the Company to the Trustee, and all other conditions precedent, if any, provided for in the Original Indenture relating to the execution of this First Supplemental Indenture have been complied with as of the date hereof;

 

WHEREAS, pursuant to Section 9.02 of the Original Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture; and

 

WHEREAS, all acts and requirements necessary to make this First Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

 

  1  

 

 

ARTICLE ONE

 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

Section 1.01. Relation to Original Indenture . This First Supplemental Indenture constitutes an integral part of the Original Indenture.

 

Section 1.02 Definition of Terms .

 

(a) Capitalized terms used herein without definition shall have the meanings specified in the Original Indenture; and

 

(b) the following terms have the meanings given to them in this Section 1.02(b):

 

“ First Supplemental Indenture ” has the meaning set forth in the recitals to this First Supplemental Indenture.

 

“ OBS ” has the meaning set forth in Section 2.01 of this First Supplemental Indenture.

 

“ OBS ABL Facility ” means the ABL Credit Agreement dated as of August 5, 2014, among the Company, OBS, certain subsidiaries of OBS as co-borrowers, the other guarantors party thereto, various lenders, Jefferies Finance LLC, Barclays Bank PLC and UBS Securities LLC, as joint lead arrangers and joint book running managers, Wells Fargo Bank, National Association, as administrative agent, Barclays Bank PLC and UBS Securities LLC, as co-documentation agents, Jefferies Finance LLC, as syndication agent, and Wells Fargo Bank, National Association, as collateral agent and mortgage trustee, swingline lender and issuing bank, as amended on June 3, 2015.

 

“ OBS Term Loan Facility ” means the DTL Credit Agreement dated as of August 5, 2014, among the Company, OBS, the other guarantors party thereto, 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, and Jefferies Finance LLC, as syndication agent, collateral agent and mortgage trustee, as amended on June 3, 2015.

 

“ OIN ” has the meaning set forth in Section 2.01 of this First Supplemental Indenture.

 

“ Original Indenture ” has the meaning set forth in the recitals to this First Supplemental Indenture.

 

ARTICLE TWO

 

AMENDMENTS TO THE INDENTURE

 

Section 2.01 Amendment to Section 8.01 of the Original Indenture . Section 8.01 of the Original Indenture is hereby amended to add the following underlined language to the middle of clause (a)(ii): 

 

(a) The Company may not, in a single transaction or a series of related transactions:

 

  2  

 

 

(i)           consolidate or merge with or into any other Person (whether or not the Company is the surviving Person) or permit any other Person to consolidate or merge with or into the Company, or

 

(ii)           directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of its assets , provided , however, that for the purposes of this Section 8.01, neither OSG International, Inc., a Marshall Islands corporation that is a subsidiary of the Company (“OIN”), nor (i) any or all of OIN’s assets or OIN’s subsidiaries’ assets, (ii) any entity into which OIN or its subsidiaries may be merged or converted or with which they may be consolidated, (iii) any entity resulting from any merger, conversion or consolidation to which OIN or its subsidiaries may be a party, or (iv) any entity, that is not currently owned directly or indirectly by the Company, that acquires OIN or any or all of the assets of OIN or any of its subsidiaries’ assets (provided in each case that OIN and the assets and entities described in (i) through (iv) above, collectively, may include assets directly or indirectly transferred from OSG Bulk Ships, Inc. (“OBS”) to OIN and such other entities only to the extent that such transfers would, to the extent applicable to such transfer, be permitted under each of Sections 6.09 (Transactions with Affiliates), 6.08 (Dividends) and 6.04 (Investments, Loans and Advances) of each of the OBS ABL Facility and the OBS Term Loan Facility, each as in effect on the date hereof), constitutes “all or substantially all” of the Company’s assets , unless,..

 

ARTICLE THREE

 

GENERAL PROVISIONS

 

Section 3.01. Effectiveness . The provisions of this First Supplemental Indenture shall become effective immediately upon the execution and delivery by the Company and the Trustee of this First Supplemental Indenture; however, Section 2.01 of this First Supplemental Indenture will not become operative until amounts payable by the Company pursuant to the terms of the Tender Offer and Consent Solicitation have been paid.

 

Section 3.02. Ratification of Original Indenture . The Original Indenture is in all respects acknowledged, ratified and confirmed, and shall continue in full force and effect in accordance with the terms thereof and as supplemented by this First Supplemental Indenture. The Original Indenture and this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

 

Section 3.03. Effect of Headings . The Article and Section headings in this First Supplemental Indenture are for convenience only and shall not affect the construction of this First Supplemental Indenture.

 

Section 3.04. Governing Law . THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

Section 3.05. Multiple Counterparts . This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

Section 3.06. Successors and Assigns . All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

 

Section 3.07. Trustee Not Responsible for Recitals . The recitals in this First Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals, nor for the validity or sufficiency of this First Supplemental Indenture.

 

 

[Remainder of Page Left Blank Intentionally; Signature Page Follows]

  

 

  3  

 

 

IN WITNESS WHEREOF, the parties to this First Supplemental Indenture have caused the First Supplemental Indenture to be duly executed as of day and year first above written.

 

  OVERSEAS SHIPHOLDING GROUP, INC.  
       
       
  By /s/ Rick F. Oricchio  
Name: Rick F. Oricchio  
  Title: Senior Vice President, Chief Financial Officer  
       
       
       
  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,  
       
  as Trustee  
       
       
  By /s/ R. Tarnas  
  Name: R. Tarnas  
  Title: Vice President  

 

 

  4  

 

 

 

 

Exhibit 4.2

 

Execution Version 

 

OVERSEAS SHIPHOLDING GROUP, INC.

and

WILMINGTON TRUST COMPANY,
as Trustee

__________________________________________

 

FIFTH SUPPLEMENTAL INDENTURE

Dated as of December 16, 2015
___________________________________________

 

 

7.50% Senior Notes I due 2021

 

 

 

 

 

 

 

FIFTH SUPPLEMENTAL INDENTURE

 

THIS FIFTH SUPPLEMENTAL INDENTURE, effective as of December 16, 2015 (this “ Fifth Supplemental Indenture ”), is entered into between Overseas Shipholding Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), having its principal office at 1301 Avenue of the Americas, New York, New York 10019, and Wilmington Trust Company, a Delaware trust company, as trustee (the “ Trustee ”).

 

WHEREAS, the Company and the Trustee have executed and delivered an indenture (the “ Original Indenture ”), dated as of March 7, 2003, as supplemented by the Second Supplemental Indenture dated as of August 5, 2014 (the “ Second Supplemental Indenture ”; the Original Indenture, as supplemented by the Second Supplemental Indenture, the “ Indenture ”), that governs the Company’s existing outstanding $6,508,000 aggregate principal amount of 7.50% Senior Notes I due 2021 (the “ Notes ”), of which $3,000,000 in aggregate principal amount is held by the Company as of the date hereof;

 

WHEREAS, Section 902 of the Original Indenture provides, among other things, that, with the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture, subject to those certain exceptions set forth in Section 902 thereof;

 

WHEREAS, the Company distributed an offer to purchase and consent solicitation statement (the “ Statement ”) dated as of December 2, 2015 to the Holders of the Notes in connection with the offer to purchase for cash any and all of such Notes and the concurrent solicitation of such Holders’ consents to a proposed amendment to the Indenture (the “ Tender Offer and Consent Solicitation ”);

 

WHEREAS, consent by the Holders of not less than 66 2/3% in principal amount of the Outstanding Notes is required to execute this Fifth Supplemental Indenture;

 

WHEREAS, pursuant to the Statement, in accordance with the provisions of the Indenture, the Holders of not less than 66 2/3% in principal amount of the Outstanding Notes have consented to the amendment to the Indenture effected by this Fifth Supplemental Indenture, evidence of such consents has been provided by the Company to the Trustee, and all other conditions precedent, if any, provided for in the Indenture relating to the execution of this Fifth Supplemental Indenture have been complied with as of the date hereof;

 

WHEREAS, pursuant to Section 902 of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture; and

 

WHEREAS, all acts and requirements necessary to make this Fifth Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

 

  1  

 

 

ARTICLE ONE

 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

Section 101. Relation to Indenture . This Fifth Supplemental Indenture constitutes an integral part of the Indenture.

 

Section 102 Definition of Terms .

 

(a) Capitalized terms used herein without definition shall have the meanings specified in the Original Indenture; and

 

(b) the following terms have the meanings given to them in this Section 102(b):

 

“ Fifth Supplemental Indenture ” has the meaning set forth in the recitals to this Fifth Supplemental Indenture.

 

“ OBS ” has the meaning set forth in Section 201 of this Fifth Supplemental Indenture.

 

“ OBS ABL Facility ” means the ABL Credit Agreement dated as of August 5, 2014, among the Company, OBS, certain subsidiaries of OBS as co-borrowers, the other guarantors party thereto, various lenders, Jefferies Finance LLC, Barclays Bank PLC and UBS Securities LLC, as joint lead arrangers and joint book running managers, Wells Fargo Bank, National Association, as administrative agent, Barclays Bank PLC and UBS Securities LLC, as co-documentation agents, Jefferies Finance LLC, as syndication agent, and Wells Fargo Bank, National Association, as collateral agent and mortgage trustee, swingline lender and issuing bank, as amended on June 3, 2015.

 

“ OBS Term Loan Facility ” means the DTL Credit Agreement dated as of August 5, 2014, among the Company, OBS, the other guarantors party thereto, 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, and Jefferies Finance LLC, as syndication agent, collateral agent and mortgage trustee, as amended on June 3, 2015.

 

“ OIN ” has the meaning set forth in Section 201 of this Fifth Supplemental Indenture.

 

“ Original Indenture ” has the meaning set forth in the recitals to this Fifth Supplemental Indenture.

 

ARTICLE TWO

 

AMENDMENTS TO THE INDENTURE

 

Section 201 Amendment to Section 801 of the Original Indenture . Section 801 of the Original Indenture is hereby amended to add the following underlined language to the first paragraph of such section:

 

  2  

 

 

“The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company ( provided , however, that for the purposes of this Section 801, neither OSG International, Inc., a Marshall Islands corporation that is a subsidiary of the Company (“OIN”), nor (i) any or all of OIN’s assets or OIN’s subsidiaries’ assets, (ii) any entity into which OIN or its subsidiaries may be merged or converted or with which they may be consolidated, (iii) any entity resulting from any merger, conversion or consolidation to which OIN or its subsidiaries may be a party, or (iv) any entity, that is not currently owned directly or indirectly by the Company, that acquires OIN or any or all of the assets of OIN or any of its subsidiaries’ assets (provided in each case that OIN and the assets and entities described in (i) through (iv) above, collectively, may include assets directly or indirectly transferred from OSG Bulk Ships, Inc. (“OBS”) to OIN and such other entities only to the extent that such transfers would, to the extent applicable to such transfer, be permitted under each of Sections 6.09 (Transactions with Affiliates), 6.08 (Dividends) and 6.04 (Investments, Loans and Advances) of each of the OBS ABL Facility and the OBS Term Loan Facility, each as in effect on the date hereof), constitutes substantially an entirety of the Company’s assets ) unless:..”

 

ARTICLE THREE

 

GENERAL PROVISIONS

 

Section 301. Effectiveness . The provisions of this Fifth Supplemental Indenture shall become effective immediately upon the execution and delivery by the Company and the Trustee of this Fifth Supplemental Indenture; however, Section 201 of this Fifth Supplemental Indenture will not become operative until the Company has delivered to the Trustee an Officers’ Certificate certifying that the amounts payable by the Company pursuant to the terms of the Tender Offer and Consent Solicitation have been paid.

 

Section 302. Ratification of Indenture . The Indenture is in all respects acknowledged, ratified and confirmed, and shall continue in full force and effect in accordance with the terms thereof and as supplemented by this Fifth Supplemental Indenture. The Indenture and this Fifth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

 

Section 303. Effect of Headings . The Article and Section headings in this Fifth Supplemental Indenture are for convenience only and shall not affect the construction of this Fifth Supplemental Indenture.

 

Section 304. Governing Law . THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

Section 305. Multiple Counterparts . This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

Section 306. Successors and Assigns . All agreements of the Company in this Fifth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Fifth Supplemental Indenture shall bind its successors.

 

Section 307. Trustee Not Responsible for Recitals . The recitals in this Fifth Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.

 

  3  

 

 

IN WITNESS WHEREOF, the parties to this Fifth Supplemental Indenture have caused the Fifth Supplemental Indenture to be duly executed as of day and year first above written.

 

  OVERSEAS SHIPHOLDING GROUP, INC.  
       
       
  By /s/ Rick F. Oricchio  
Name: Rick F. Oricchio  
  Title: Senior Vice President, Chief Financial Officer  
       
       
       
 

WILMINGTON TRUST COMPANY,

 
       
  as Trustee  
       
       
  By /s/ W. Thomas Morris, II  
  Name:

W. Thomas Morris, II

 
  Title: Vice President  

 

 

  4  

 

 

 

 

Exhibit 4.3

 

Execution Version 

  

OVERSEAS SHIPHOLDING GROUP, INC.

and

WILMINGTON TRUST COMPANY,
as Trustee

__________________________________________

 

SIXTH SUPPLEMENTAL INDENTURE

Dated as of December 16, 2015
___________________________________________

 

 

7.50% Senior Notes II due 2021

 

 

 

 

 

 

 

SIXTH SUPPLEMENTAL INDENTURE

 

THIS SIXTH SUPPLEMENTAL INDENTURE, effective as of December 16, 2015 (this “ Sixth Supplemental Indenture ”), is entered into between Overseas Shipholding Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), having its principal office at 1301 Avenue of the Americas, New York, New York 10019, and Wilmington Trust Company, a Delaware trust company, as trustee (the “ Trustee ”).

 

WHEREAS, the Company and the Trustee have executed and delivered an indenture (the “ Original Indenture ”), dated as of March 7, 2003, as supplemented by the Third Supplemental Indenture dated as of August 5, 2014 (the “ Third Supplemental Indenture ”; the Original Indenture, as supplemented by the Third Supplemental Indenture, the “ Indenture ”), that governs the Company’s existing outstanding $138,708,000 aggregate principal amount of 7.50% Senior Notes II due 2021 (the “ Notes ”), of which $36,143,000 in aggregate principal amount is held by the Company as of the date hereof;

 

WHEREAS, Section 902 of the Original Indenture provides, among other things, that, with the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture, subject to those certain exceptions set forth in Section 902 thereof;

 

WHEREAS, the Company distributed an offer to purchase and consent solicitation statement (the “ Statement ”) dated as of December 2, 2015 to the Holders of the Notes in connection with the offer to purchase for cash any and all of such Notes and the concurrent solicitation of such Holders’ consents to a proposed amendment to the Indenture (the “ Tender Offer and Consent Solicitation ”);

 

WHEREAS, consent by the Holders of not less than 66 2/3% in principal amount of the Outstanding Notes is required to execute this Sixth Supplemental Indenture;

 

WHEREAS, pursuant to the Statement, in accordance with the provisions of the Indenture, the Holders of not less than 66 2/3% in principal amount of the Outstanding Notes have consented to the amendment to the Indenture effected by this Sixth Supplemental Indenture, evidence of such consents has been provided by the Company to the Trustee, and all other conditions precedent, if any, provided for in the Indenture relating to the execution of this Sixth Supplemental Indenture have been complied with as of the date hereof;

 

WHEREAS, pursuant to Section 902 of the Indenture, the Trustee is authorized to execute and deliver this Sixth Supplemental Indenture; and

 

WHEREAS, all acts and requirements necessary to make this Sixth Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

 

  1  

 

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

 

ARTICLE ONE

 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

Section 101. Relation to Indenture . This Sixth Supplemental Indenture constitutes an integral part of the Indenture.

 

Section 102 Definition of Terms .

 

(a) Capitalized terms used herein without definition shall have the meanings specified in the Original Indenture; and

 

(b) the following terms have the meanings given to them in this Section 102(b):

 

“ OBS ” has the meaning set forth in Section 201 of this Sixth Supplemental Indenture.

 

“ OBS ABL Facility ” means the ABL Credit Agreement dated as of August 5, 2014, among the Company, OBS, certain subsidiaries of OBS as co-borrowers, the other guarantors party thereto, various lenders, Jefferies Finance LLC, Barclays Bank PLC and UBS Securities LLC, as joint lead arrangers and joint book running managers, Wells Fargo Bank, National Association, as administrative agent, Barclays Bank PLC and UBS Securities LLC, as co-documentation agents, Jefferies Finance LLC, as syndication agent, and Wells Fargo Bank, National Association, as collateral agent and mortgage trustee, swingline lender and issuing bank, as amended on June 3, 2015.

 

“ OBS Term Loan Facility ” means the DTL Credit Agreement dated as of August 5, 2014, among the Company, OBS, the other guarantors party thereto, 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, and Jefferies Finance LLC, as syndication agent, collateral agent and mortgage trustee, as amended on June 3, 2015.

 

“ OIN ” has the meaning set forth in Section 201 of this Sixth Supplemental Indenture.

 

“ Original Indenture ” has the meaning set forth in the recitals to this Sixth Supplemental Indenture.

 

“ Sixth Supplemental Indenture ” has the meaning set forth in the recitals to this Sixth Supplemental Indenture.

 

ARTICLE TWO

 

AMENDMENTS TO THE INDENTURE

 

Section 201 Amendment to Section 801 of the Original Indenture . Section 801 of the Original Indenture is hereby amended to add the following underlined language to the first paragraph of such section:

 

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“The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company ( provided , however, that for the purposes of this Section 801, neither OSG International, Inc., a Marshall Islands corporation that is a subsidiary of the Company (“OIN”), nor (i) any or all of OIN’s assets or OIN’s subsidiaries’ assets, (ii) any entity into which OIN or its subsidiaries may be merged or converted or with which they may be consolidated, (iii) any entity resulting from any merger, conversion or consolidation to which OIN or its subsidiaries may be a party, or (iv) any entity, that is not currently owned directly or indirectly by the Company, that acquires OIN or any or all of the assets of OIN or any of its subsidiaries’ assets (provided in each case that OIN and the assets and entities described in (i) through (iv) above, collectively, may include assets directly or indirectly transferred from OSG Bulk Ships, Inc. (“OBS”) to OIN and such other entities only to the extent that such transfers would, to the extent applicable to such transfer, be permitted under each of Sections 6.09 (Transactions with Affiliates), 6.08 (Dividends) and 6.04 (Investments, Loans and Advances) of each of the OBS ABL Facility and the OBS Term Loan Facility, each as in effect on the date hereof), constitutes substantially an entirety of the Company’s assets ) unless:..”

 

ARTICLE THREE

 

GENERAL PROVISIONS

 

Section 301. Effectiveness . The provisions of this Sixth Supplemental Indenture shall become effective immediately upon the execution and delivery by the Company and the Trustee of this Sixth Supplemental Indenture; however, Section 201 of this Sixth Supplemental Indenture will not become operative until the Company has delivered to the Trustee an Officers’ Certificate certifying that the amounts payable by the Company pursuant to the terms of the Tender Offer and Consent Solicitation have been paid.

 

Section 302. Ratification of Indenture . The Indenture is in all respects acknowledged, ratified and confirmed, and shall continue in full force and effect in accordance with the terms thereof and as supplemented by this Sixth Supplemental Indenture. The Indenture and this Sixth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

 

Section 303. Effect of Headings . The Article and Section headings in this Sixth Supplemental Indenture are for convenience only and shall not affect the construction of this Sixth Supplemental Indenture.

 

Section 304. Governing Law . THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

Section 305. Multiple Counterparts . This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

Section 306. Successors and Assigns . All agreements of the Company in this Sixth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Sixth Supplemental Indenture shall bind its successors.

 

Section 307. Trustee Not Responsible for Recitals . The recitals in this Sixth Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.

 

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IN WITNESS WHEREOF, the parties to this Sixth Supplemental Indenture have caused the Sixth Supplemental Indenture to be duly executed as of day and year first above written.

 

  OVERSEAS SHIPHOLDING GROUP, INC.  
       
       
  By /s/ Rick F. Oricchio  
Name: Rick F. Oricchio  
  Title: Senior Vice President, Chief Financial Officer  
       
       
       
 

WILMINGTON TRUST COMPANY,

 
       
  as Trustee  
       
       
  By /s/ W. Thomas Morris, II  
  Name:

W. Thomas Morris, II

 
  Title: Vice President  

 

 

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Exhibit 99.1

 

 

 

Overseas Shipholding Group Announces Successful Early Tender Offer Results and Receipt of Consents for Its 8.125% Senior Notes due 2018, 7.50% Senior Notes II due 2021 and 7.50% Senior Notes I due 2021

 

New York, NY – December 16, 2015 – Overseas Shipholding Group, Inc. (NYSE MKT: OSG, OSGB) (the “Company” or “OSG”) today announced the early tender results of the previously announced cash tender offers (each, a “Tender Offer” and, collectively, the “Tender Offers”).

 

“We are very pleased to announce the successful results of our bond tender offers,” said Captain Ian T. Blackley, OSG’s President and CEO. “This transaction creates value for our shareholders by further strengthening our balance sheet and reducing cash interest expense, and provides the Company with additional flexibility as we continue to consider potential strategic opportunities.”

 

The previously announced Tender Offers are for up to $119,076,000 in aggregate principal amount of the Company’s outstanding 8.125% Senior Notes due 2018 (the “2018 Notes”), and any and all of the Company’s outstanding 7.50% Senior Notes II due 2021 (the “Election 2 Notes”) and 7.50% Senior Notes I due 2021 (the “Election 1 Notes” and, together with the 2018 Notes and the Election 2 Notes, the “Notes”) and solicitation of consents (“Consents”) from registered holders (“Holders”) of each series of Notes (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to amend the applicable indenture governing such series of Notes to affirm that for the purposes of the restriction in such indenture on the Company’s ability to dispose of assets, the Company’s international operations, held through its subsidiary OSG International, Inc. (“OIN”), do not constitute all or substantially all, or substantially an entirety, of the Company’s assets (the “Proposed Amendment”).

 

The terms and conditions of the Tender Offers and the Consent Solicitations are described in the Company’s Offers to Purchase and Consent Solicitation Statements, each dated December 2, 2015 (the “Statements”), and the Letters of Transmittal and Consent attached thereto, which set forth the complete terms of each Tender Offer and Consent Solicitation.

 

As of the previously announced early tender payment and consent only deadline of 5:00 p.m., New York City time, on December 15, 2015 (the “Early Tender/Consent Only Deadline”), $234,041,000 in aggregate principal amount, or approximately 98.27%, of the 2018 Notes outstanding, $102,262,000 in aggregate principal amount, or approximately 99.70%, of the Election 2 Notes outstanding and $3,508,000 in aggregate principal amount, or 100.00%, of the Election 1 Notes outstanding, in each case, excluding any outstanding Notes held by the Company or its affiliates, has been validly tendered and not validly withdrawn. As of the Early Tender/Consent Only Deadline, holders of an additional $350,000 in aggregate principal amount, or approximately 0.15%, of the 2018 Notes outstanding and $60,000 in aggregate principal amount, or approximately 0.06%, of the Election 2 Notes outstanding, in each case, excluding any outstanding Notes held by the Company or its affiliates, have provided Consents that have been validly delivered and not validly revoked in the consent only option (the “Consent Only Option”).

 

The Tenders Offer and the Consent Solicitation for the Election 2 Notes will expire at 11:59 p.m., New York City time, on December 30, 2015 (the “Expiration Time”), unless extended or earlier terminated by the Company. The Consent Only Option expired at the Early Tender/Consent Only Deadline and Holders who deliver Consents without tendering the corresponding Notes after the Early Tender/Consent Only Deadline will not have any of their Consents accepted for payment. The withdrawal deadline for the Tender Offers and the Consent Solicitations expired at 5:00 p.m., New York City time, on December 15, 2015. Notes already tendered and Consents already delivered may no longer be validly withdrawn or revoked, and any Notes tendered or Consents delivered after the withdrawal deadline but at or prior to the Expiration Time may not be validly withdrawn or revoked. As described in the relevant Statement, Holders that tender after the Early Tender/Consent Only Deadline but at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration (as defined in the relevant Statement) and the Consent Payment (as defined in the relevant Statement) and will not receive the Early Tender Payment (as defined in the relevant Statement).

 

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As the Tender Offer for the 2018 Notes is oversubscribed, the Company has accepted for purchase tendered 2018 Notes on a prorated basis in the manner described in the applicable Statement. Holders who tender 2018 Notes with respect to 2018 Notes after the Early Tender/Consent Only Deadline will not have any of their Notes accepted for payment. The Company has accepted for purchase all Election 1 Notes and Election 2 Notes tendered at or prior to the Early Tender/Consent Only Deadline. The Company has accepted for payment all Consents delivered at or prior to the Early Tender/Consent Only Deadline pursuant to the Consent Only Option for the 2018 Notes and the Election 2 Notes. In addition, the Company has determined that it will pay the applicable Consent Payment to all holders of 2018 Notes and Election 2 Notes that neither tendered their notes nor delivered Consents prior to the Early Tender/Consent Only Deadline.

 

As of the Early Tender/Consent Only Deadline, Holders of a majority in aggregate principal amount outstanding of the 2018 Notes and not less than 66 2/3% in aggregate principal amount outstanding of the Election 2 Notes and the Election 1 Notes, in each case, excluding any outstanding Notes held by the Company or its affiliates, have provided Consents to adopt the Proposed Amendment to the indenture pursuant to which the relevant series of Notes were issued. As a result, the Company and the trustees under the indentures governing the Notes expect to execute supplemental indentures effecting the Proposed Amendment to each of the indentures governing the 2018 Notes, the Election 1 Notes and the Election 2 Notes.

 

Concurrently with the Tender Offers and the Consent Solicitations, the Company is conducting a tender offer (the “2024 Notes Tender Offer”) for any and all of the Company’s outstanding 7.50% Senior Notes due 2024 (the “2024 Notes”) and is soliciting consents from holders of the 2024 Notes (the “2024 Notes Consent Solicitation”) to amend the indenture governing the 2024 Notes to effect the Proposed Amendment. The 2024 Notes Tender Offer and the 2024 Notes Consent Solicitation and the consent only option for the 2024 Notes Consent Solicitation will expire at 11:59 p.m., New York City time, on January 4, 2016.

 

Jefferies LLC is serving as the Dealer Manager for the tender offers and Solicitation Agent for the consent solicitations. For additional information regarding the terms of the tender offers and the consent solicitations, please contact: Jefferies LLC at (888) 708-5831 (toll-free) or (203) 363-8273 (collect). Requests for documents may be directed to Ipreo LLC, which is acting as Information Agent and Depositary for the tender offers and the consent solicitations, at (888) 593-9546 (toll-free).

 

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE TENDER OFFERS AND THE CONSENT SOLICITATIONS ARE BEING MADE SOLELY PURSUANT TO THE STATEMENTS AND RELATED LETTERS OF TRANSMITTAL AND CONSENT, WHICH SET FORTH THE COMPLETE TERMS OF EACH TENDER OFFER AND CONSENT SOLICITATION WHICH HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

 

THE TENDER OFFERS AND THE CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OF OR ACCEPTANCE OF THE TENDER OFFERS OR THE CONSENT SOLICITATIONS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE COMPANY EXPRESSLY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, TO TERMINATE THE TENDER OFFERS AND THE CONSENT SOLICITATIONS.

 

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About OSG

 

Overseas Shipholding Group, Inc. (NYSE MKT: OSG, OSGB) 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 accept for purchase Notes tendered in the Tender Offers, to make any payments pursuant to the terms of the Tender Offers and the Consent Solicitations and to amend the indentures governing the Notes. 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 2014 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.

 

Investor Relations & Media Contact:

Brian Tanner, Overseas Shipholding Group, Inc.

(212) 578-1645

btanner@osg.com

 

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