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
January 27, 2017
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) |
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:
|
| ¨ | 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 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
As previously reported, on November 14, 2012, Overseas Shipholding Group, Inc. (“OSG”) and certain of its subsidiaries (together with OSG, the “Debtors”) filed voluntary petitions for reorganization under Title 11 of the U.S. Code in the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and by order entered on July 18, 2014, the Bankruptcy Court confirmed the Debtors’ plan of reorganization (the “Plan”). On August 5, 2014, the Plan became effective and OSG emerged from bankruptcy.
On January 27, 2017, the Debtors filed their post-confirmation quarterly summary report for the period from October 1, 2016 through December 31, 2016 (the “Post-Confirmation Quarterly Summary Report”) with the Bankruptcy Court. The Post-Confirmation Quarterly Summary Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.
OSG is furnishing this Current Report pursuant to Item 7.01, “Regulation FD Disclosure.” The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
FINANCIAL AND OPERATING DATA
OSG cautions investors and potential investors not to place undue reliance upon the information contained in the Post-Confirmation Quarterly Summary Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of OSG. The Post-Confirmation Quarterly Summary Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee of the District of Delaware and the Bankruptcy Court. The Post-Confirmation Quarterly Summary Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The Post-Confirmation Quarterly Summary Report does not include all of the adjustments, information and footnotes required by U.S. generally accepted accounting principles. Therefore, the Post-Confirmation Quarterly Summary Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in OSG’s securities, the Post-Confirmation Quarterly Summary Report is complete. Results set forth in the Post-Confirmation Quarterly Summary Report should not be viewed as indicative of future results.
Section 9 - Financial Statements and Exhibits.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Post-Confirmation Quarterly Summary Report for the period from October 1, 2016 through December 31, 2016, filed with the Bankruptcy Court. |
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: January 27, 2017 | By | /s/ Susan Allan |
|
Name: Susan Allan Title: Vice President, General Counsel and Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Post-Confirmation Quarterly Summary Report for the period from October 1, 2016 through December 31, 2016, filed with the Bankruptcy Court. |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT | ||
| DISTRICT OF DELAWARE | ||
| In Re: | Chapter 11 | |
| OVERSEAS SHIPHOLDING GROUP, INC., et al.1 | Case Number: 12-20000 (MFW) | |
| Debtors | Jointly Administered | |
| Hon. Mary F. Walrath | ||
OFFICE OF THE UNITED STATES TRUSTEE - REGION 3
POST-CONFIRMATION QUARTERLY SUMMARY REPORT
For the Period October 1, 2016 through December 31, 2016
| Report | Appendix |
Explanation Attached |
| Unaudited Consolidated Statement of Cash Receipts and Disbursements | B | |
| Schedule of Disbursements by Legal Entity | C | |
| Consolidated Overseas Shipholding Group, Inc. Balance Sheet as of December 31, 2016 | D | X |
Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.
| /s/ Christopher Wolf | January 27, 2017 | ||
| Christopher Wolf | Date |
Senior Vice President and Chief Financial Officer
Overseas Shipholding Group, Inc.
Notes:
| 1 | Refer to Appendix A for a full listing of the Debtors as of October 1, 2016. |
|
The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustment. Overseas Shipholding Group, Inc. (the “Company”) maintains its books and records on a business unit reporting level and those units do not in all cases correspond to legal entities. Certain assumptions have been made as noted herein. In addition, the Company maintains certain liabilities on its balance sheet (such as administrative payroll, benefits, professional fees and tax related liabilities) that may relate to one or more of the Company’s subsidiaries and no conclusion as to the legal obligation is made by the presentation herein. Nothing contained herein shall constitute a waiver of any of the Debtors or the Reorganized Debtors’ rights or an admission with respect to their Chapter 11 Cases (as defined in the Equity Plan), including, but not limited to, matters involving objections to claims, equitable subordination, defenses, characterization or re-characterization of contracts, under the provisions of Title 11 of the United States Code (the “Bankruptcy Code”) and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. The statements contained herein (including estimates) other than historical data and information constitute forward-looking statements. These statements involve risks, assumptions and uncertainties that could cause the actual results of the Debtors or reorganized Debtors to differ materially from those stated or implied by such forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements after the date of this report. |
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT | ||
| DISTRICT OF DELAWARE | ||
| In Re: | Chapter 11 | |
| OVERSEAS SHIPHOLDING GROUP, INC., et al. | Case Number: 12-20000 (MFW) | |
| Debtors | Jointly Administered | |
| Hon. Mary F. Walrath | ||
Appendix A
Debtors Listing as of October 1, 2016
| Company Legal Name | Case No. |
| Overseas Shipholding Group, Inc. | 12-20000 |
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT | ||
| DISTRICT OF DELAWARE | ||
| In Re: | Chapter 11 | |
| OVERSEAS SHIPHOLDING GROUP, INC., et al. | Case Number: 12-20000 (MFW) | |
| Debtors | Jointly Administered | |
| Hon. Mary F. Walrath | ||
Appendix B
Unaudited Consolidated Statement of Cash Receipts and Disbursements
For the Period from October 1, 2016 through December 31, 2016
(in thousands of dollars)
| Beginning Cash Balance | 318,804 | |||
| Cash Receipts: | ||||
| Vessel Related Receipts | 132,654 | |||
| Other Receipts1 | 2,503 | |||
| Net Funding Received from International Seaways, Inc. in December 2016 | 8,680 | |||
| Total Receipts | 143,837 | |||
| Cash Disbursements: | ||||
| Vessel Related Disbursements | 92,550 | |||
| General and Administrative: | ||||
| Compensation & Benefits | 15,028 | |||
| Other General & Administrative | 15,912 | |||
| Taxes | 1,085 | |||
| Restructuring Costs | 859 | |||
| Debt Principal and Interest Payments, including Repurchase of Term Loans, Repurchase of Unsecured Senior Notes and Debt Amendment Fees | 32,670 | |||
| U.S. Trustee Fees | 30 | |||
| International Seaways, Inc. Cash Balance as of its November 30, 2016 Spin-off from OSG | 90,141 | |||
| UK Benefit Plan Contributions | 7,371 | |||
| Other Disbursements | 61 | |||
| Total Disbursements | 255,708 | |||
| Ending Cash Balance2 | 206,933 |
1 Other Receipts includes items such as miscellaneous refunds and receipts.
2 The Ending Cash Balance includes funds held in escrow to settle all remaining interest payments under the OSG Unsecured Senior Notes
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT | ||
| DISTRICT OF DELAWARE | ||
| In Re: | Chapter 11 | |
| OVERSEAS SHIPHOLDING GROUP, INC., et al. | Case Number: 12-20000 (MFW) | |
| Debtors | Jointly Administered | |
| Hon. Mary F. Walrath | ||
Appendix C
Schedule of Disbursements by Legal Entity
For the Period from October 1, 2016 through December 31, 2016
| Filing Entities | Case No. | US Trustee Account Number | Disbursement Under the Plan | Bankruptcy Professional | Ordinary Course Payments | Total Payments | ||||||||||||||
| Overseas Shipholding Group, Inc. | 12-20000 | 111-12-20000 | $ | - | $ | 859,261 | $ | 1,149,592 | $ | 2,008,853 | ||||||||||
| $ | - | $ | 859,261 | $ | 1,149,592 | $ | 2,008,853 | |||||||||||||
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT | ||
| DISTRICT OF DELAWARE | ||
| In Re: | Chapter 11 | |
| OVERSEAS SHIPHOLDING GROUP, INC., et al. | Case Number: 12-20000 (MFW) | |
| Debtors | Jointly Administered | |
| Hon. Mary F. Walrath | ||
Appendix D
Overseas Shipholding Group, Inc.
Audited Consolidated Balance Sheet
As of December 31, 2016
Explanatory Note: This item will be filed as a supplement to this report subsequent to its filing with the Securities and Exchange Commission.
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016