OVERSEAS SHIPHOLDING GROUP, Inc. (OTCMKTS:OSGIQ) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of 5:00 p.m., New York time, on November 30, 2016
(the Distribution Date), Overseas Shipholding Group, Inc. (the
Company or OSG) completed the previously announced spin-off (the
Spin-Off or the Distribution) of its wholly-owned subsidiary,
International Seaways, Inc. (INSW). On the Distribution Date, OSG
distributed 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 (or 0.063327 shares of INSW common
stock per warrant). Holders of OSG common stock and OSG warrants
received cash in lieu of fractional shares of INSW common stock.

In connection with the Distribution, OSG entered into a
Separation and Distribution Agreement with INSW, dated as of
November 30, 2016. In addition to the Separation and Distribution
Agreement, OSG and INSW entered into certain ancillary
agreements, including a Transition Services Agreement and an
Employee Matters Agreement, each dated as of November 30, 2016.
These agreements govern the relationship between OSG and INSW
following the Spin-Off and provide for the allocation of various
assets, liabilities, rights and obligations. These agreements
also include arrangements for transition services to be provided
by OSG to INSW and by INSW to OSG.

A summary of the material terms of each of the foregoing
agreements can be found in INSWs Information Statement, dated
November 10, 2016 (the Information Statement), which is included
as Exhibit 99.1 to this Current Report on Form 8-K, under the
section entitled Certain Relationships and Transactions with
Related Persons, Affiliates and Affiliated EntitiesAgreements
with OSG. This summary is incorporated by reference into this
Item 1.01. The summary is qualified in its entirety by reference
to the Separation and Distribution Agreement, the Transition
Services Agreement and the Employee Matters Agreement, which are
attached hereto as Exhibits 2.1, 10.1 and 10.2, respectively, and
are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive
Agreement.

On November 30, 2016, OSG, INSW and certain of INSWs subsidiaries
entered into a fourth amendment (the Fourth INSW Credit Agreement
Amendment) to the secured term loan and revolver facilities,
dated as of August 5, 2014, as amended by that certain First
Amendment, dated as of June 3, 2015, that certain Second
Amendment, dated as of July 18, 2016 and that certain Third
Amendment, dated as of September 20, 2016 (as amended, the INSW
Facilities), among OSG, INSW, OIN Delaware LLC (the sole member
of which is INSW), certain INSW subsidiaries, Jefferies Finance
LLC, as administrative agent, and other lenders party thereto,
both secured by a first lien on substantially all of the
International Flag assets of INSW and its subsidiaries.

INSW entered into the Fourth Credit Agreement Amendment primarily
to reflect the Spin-Off of INSW from OSG. The Fourth INSW Credit
Agreement Amendment, among other things, removed OSG as a
guarantor of the INSW Facilities. As a result of the Fourth INSW
Credit Agreement Amendment, OSG has no ongoing obligations under
the INSW Facilities.

The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Fourth INSW Credit
Agreement Amendment, which is attached hereto as Exhibit 10.3 and
is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On November 30, 2016, in connection with the Spin-Off, Lois K.
Zabrocky resigned from her position as Co-President and Head of
the International Flag Strategic Unit, James D. Small III
resigned from his position as Senior Vice President, General
Counsel and Secretary and Adewale O. Oshodi resigned from his
position as Vice President and Controller. Ms. Zabrocky became
President and Chief Executive Officer of INSW, James D. Small III
became Chief Administrative Officer, Senior Vice President,
Secretary and General Counsel of INSW and Mr. Oshodi became
Controller of INSW, in each case effective as of November 30,
2016.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

* Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K. The registrant agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.

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.

EXHIBIT INDEX

* Schedules and exhibits have been omitted

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.