Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 30, 2016 (the Distribution Date), Overseas
Shipholding Group, Inc. (the Company or OSG) completed the
previously announced separation (the Spin-Off) of its
wholly-owned subsidiary, International Seaways, Inc. (INSW) by
distributing all of the outstanding shares of INSWs common stock,
no par value (INSW common stock), on a pro rata basis, to holders
of OSGs Class A common stock (OSG common stock) and Class A
warrants (OSG warrants) of record as of 5:00 p.m., New York time,
on November 18, 2016 (the Record Date). On the Distribution Date,
each holder of OSG common stock received 0.3333 shares of INSW
common stock for every share of OSG common stock held on the
Record Date. Each holder of OSG warrants received 0.3333 shares
of INSW common stock for every one share of OSG common stock they
would have received if they exercised their warrants immediately
prior to the Distribution, without giving effect to the exercise
price (or 0.063327 INSW shares per warrant). This Current Report
on Form 8-K is being filed to provide unaudited pro forma
financial information for the Company for the fiscal years ended
December 31, 2015, 2014, and 2013 and the nine-months ended
September 30, 2016, giving effect to the Spin-Off and related
transactions. The unaudited pro forma condensed consolidated
statements of operations for the nine months ended September 30,
2016 and for the years ended December 31, 2015, 2014 and 2013,
reflect our results as if the Transaction had occurred on January
1, 2013. The unaudited pro forma condensed consolidated balance
sheet as of September 30, 2016 gives effect to the Transaction as
if it occurred on September 30, 2016.
After the Distribution Date, the Company does not beneficially
own any INSW common stock and, following such date, will not
consolidate the financial results of INSW for the purpose of its
own financial reporting. The unaudited pro forma financial
information of the Company giving effect to the Spin-Off and the
related transactions, and the related notes thereto, are attached
hereto as Exhibit 99.1.
This Current Report on Form 8-K and the exhibits hereto contain
forward-looking statements. All statements other than statements
of historical facts should be considered forward-looking
statements. Words such as may, will, should, would, could,
appears, believe, intends, expects, estimates, targeted, plans,
anticipates, goal and similar expressions are intended to
identify forward-looking statements but should not be considered
as the only means through which these statements may be made.
Such forward-looking statements represent the Companys reasonable
expectation with respect to future events or circumstances based
on various factors and are subject to various risks and
uncertainties and assumptions relating to the Companys
operations, financial results, financial condition, business,
prospects, growth strategy and liquidity. Accordingly, there are
or will be important factors, many of which are beyond the
control of the Company, that could cause the Companys actual
results to differ materially from those indicated in these
statements. Undue reliance should not be placed on any
forward-looking statements and consideration should be given to
the following factors when reviewing such statements. Such
factors include, but are not limited to: the expected tax
treatment of the Spin-Off, the impact of the Spin-Off on the
businesses of OSG, the risk that disruptions from the Spin-Off
will harm OSGs business, competitive responses to the Spin-Off,
general economic and business conditions that affect OSG
following the Spin-Off, the risk that INSW will fail to satisfy
the terms of agreements related to the Spin-Off and the other
risk factors discussed in the Companys Form 10-K for the year
ended December 31, 2015, and other reports filed with the U.S.
Securities and Exchange Commission (SEC). The Company assumes no
obligation to update or revise any forward looking statements.
The forward-looking statements included in this Current Report on
Form 8-K and written and oral forward looking statements
attributable to the Company or its representatives after the date
of this Current Report on Form 8-K 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.
Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(b)Pro Forma Financial Information
The Unaudited Pro Forma Condensed Consolidated Financial
Statements for the Company for the fiscal years ended December
31, 2015, 2014, and 2013 and the nine months ended September 30,
2016 are filed as Exhibit 99.1 to this Current Report on Form
8-K.
(d)Exhibits
| Exhibit No. | Description |
| 99.1 |
Unaudited Pro Forma Financial Condensed Consolidated Financial Statements |
About Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ)
Overseas Shipholding Group, Inc. and its subsidiaries own and operate a fleet of oceangoing vessels engaged in the transportation of crude oil and petroleum products in the International Flag and the United States Flag trades. The Company operates through three segments: International Crude Tankers, International Product Carriers and U.S. Flag Fleet Operations (U.S. Flag). Its International Crude Tankers segment is made up of an ultra large crude carrier (ULCC) and a fleet of very large crude carriers (VLCCs), Aframaxes and Panamaxes engaged in the transportation of unrefined petroleum. Its International Product Carriers segment consists of a fleet of medium ranges (MRs), long range 1 (LR1) and an LR2 engaged in the transportation of crude and refined petroleum products. Its U.S. Flag Fleet consists of approximately 20 owned and chartered-in Jones Act Handysize Product Carriers and articulated tug barges and over two non-Jones Act Handysize Product Carriers. Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ) Recent Trading Information
Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ) closed its last trading session at 6.85 with shares trading hands.