Attached files
| file | filename |
|---|---|
| EX-5.1 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex5-1.htm |
| EX-4.1 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex4-1.htm |
| EX-4.2 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex4-2.htm |
| EX-99.1 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex99-1.htm |
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
Date of
Report (Date of earliest event reported): March 29, 2010
OVERSEAS
SHIPHOLDING GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-6479-1
|
13-2637623
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
666
Third Avenue, New York, New
York
10017
|
|
(Address of Principal Executive
Offices) (Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (212)
953-4100
_______________________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
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:
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
On March
24, 2010, Overseas Shipholding Group, Inc. (the “Company”) entered into a
previously announced underwriting agreement (the “Underwriting Agreement”) with
Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and HSBC
Securities (USA) Inc., as representatives of the several underwriters named
therein (collectively, the “Underwriters”), pursuant to which the Company sold
$300,000,000 aggregate principal amount of 8-1/8% Senior Notes due 2018 (the
“Notes”).
On March
29, 2010, the Notes were issued under, and the Company entered into, an
indenture (the “Indenture”) among the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee.
The Notes
will bear interest at a rate of 8-1/8% per year, payable semiannually on
September 30 and March 30 of each year, beginning on September 30,
2010.
The Notes
will be unsecured, senior obligations and rank senior in right of payment to any
future subordinated indebtedness and pari passu in right of payment to all of
the Company’s existing and future unsecured senior indebtedness. The Notes will
be structurally subordinated to the
indebtedness and other liabilities of all of the Company’s subsidiaries. In
addition, the Notes will be effectively subordinated to all of the Company’s
existing and future secured indebtedness to the extent of the value of the
collateral securing such indebtedness.
The
Indenture contains covenants limiting the Company’s ability to: (1) create
liens; or (2) merge, or consolidate or transfer, sell or lease all or
substantially all of the Company’s assets. These
covenants are subject to important limitations and exceptions that are described
in the Indenture.
The Notes
were offered pursuant to a shelf registration statement on Form S-3 (File No.
333-165592), which became effective upon its filing with the Securities and
Exchange Commission on March 22, 2010. A Preliminary Prospectus Supplement dated
March 22, 2010 relating to the Notes was filed with the SEC on March 22, 2010,
and a final Prospectus Supplement dated March 24, 2010 was filed with the SEC on
March 25, 2010.
The net
proceeds from the sale of the Notes are estimated to be approximately
$289.8 million (after deducting underwriting discounts and commissions and
estimated expenses). Certain of the Underwriters and their affiliates have
provided from time to time, and may provide in the future, investment and
commercial banking and financial advisory services to the Company and its
affiliates in the ordinary course of business, for which they have received and
may continue to receive customary fees and commissions. Affiliates of certain of
the Underwriters are lenders under the Company’s unsecured revolving credit
facility. Morgan Stanley & Co. Incorporated served as qualified independent
underwriter with respect to the offering and sale of the Notes.
The
description of the Indenture in this Form 8-K is a summary and is qualified in
its entirety by the terms of the Indenture. A copy of the Indenture is attached
hereto as Exhibit 4.1 and incorporated herein by reference. The Form of Notes
issued pursuant to the Indenture is attached hereto as Exhibit 4.2 and
incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 of this Form 8-K is incorporated herein by
reference.
Item
8.01. Other Events.
On March
29, 2010, the Company issued a press release announcing the closing of its
underwritten public offering of 8-1/8% Senior Notes due 2018. A copy of this
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
| (d) | Exhibits | |
|
|
4.1
|
Indenture,
dated as of March 29, 2010, relating to the 8-1/8% Senior Notes due 2018,
among Overseas Shipholding Group, Inc. and The Bank of New York Mellon, as
Trustee
|
|
|
4.2
|
Form
of 8-1/8% Senior Notes due 2018
|
|
|
5.1
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Opinion
of Proskauer Rose LLP
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23.1
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Consent
of Proskauer Rose LLP (included as Exhibit 5.1
hereto)
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|
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99.1
|
Press
release of Overseas Shipholding Group, Inc., dated March 29, 2010,
announcing the closing of its underwritten public offering of 8-1/8%
Senior Notes due 2018
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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)
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|||
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Date: March
29, 2010
|
By:
|
/s/ James I. Edelson | |
| Name: James I. Edelson | |||
|
Title: Senior
Vice President,
General Counsel and
Secretary
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