UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Registrant’s
telephone number, including area code: (
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:
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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
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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. ☐
Section 8 – Other Events
Item 8.01 | Other Events |
On November 15, 2022, Overseas Shipholding Group, Inc. announced that it had agreed to purchase five million shares of the Company’s common stock from Cyrus Capital at a price of $2.86 per share, or a total of $14,300,000.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release, dated November 15, 2022 | |
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: November 15, 2022 | By: | /s/ Richard Trueblood |
Richard Trueblood | ||
Vice President, Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release, dated November 15, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
Overseas Shipholding Group
Announces Share Repurchase
Tampa, FL –November 15, 2022 – Overseas Shipholding Group, Inc. (NYSE: OSG) (the “Company” or “OSG”) today announced that it has agreed to purchase five million shares of the Company’s common stock from Cyrus Capital at a price of $2.86 per share for a total of $14,300,000. The purchase price for the shares was determined based on the trailing 3 day volume weighted average price at the market closing on November 10, 2022. The closing price of OSG common stock on November 14, 2022 was $2.85. The purchase is expected to be completed today and will be paid out of OSG’s excess cash.
Sam Norton, OSG’s President and CEO, stated, “Renewed confidence in the health of OSG’s businesses and the opportunity to repurchase, in a single transaction, five million shares of OSG stock coalesced nicely to result in the transaction announced today. The price paid in this share purchase equates to an enterprise value of roughly 4.5 times expected 2022 adjusted EBITDA, an implied valuation which we consider to be very attractive.”
Mr. Norton added, “Our expectations for OSG’s future financial performance highlight the benefits of having both our niche and conventional trading businesses healthy and profitable at the same time. Cash flows derived from the shift to profitable charters among our conventional tankers and the steady and strong earnings provided by our niche market activities are contributing – and should continue for the foreseeable future to contribute – to meaningful free cashflow. 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 energy transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG is a major operator of tankers and ATBs in the Jones Act industry. OSG’s 23 vessel U.S. Flag fleet consists of three crude oil tankers doing business in Alaska, two conventional ATBs, two lightering ATBs, three shuttle tankers, ten MR tankers, two non-Jones Act MR tankers that participate in the U.S. Maritime Security Program, and one tanker in cold layup. In addition, OSG also owns and operates one Marshall Islands flagged MR tanker which trades internationally.
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” 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, filed with the SEC on March 9, 2022, 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
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Cover |
Nov. 15, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 15, 2022 |
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 |
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