News

Overseas Shipholding Group Enters Into a Definitive Agreement to Be Acquired by Saltchuk Resources, Inc.

May 20, 2024

Purchase Price of $8.50 per Share in Cash

Transaction Valued at $950 Million

Tampa, FL and Seattle, WA, May 20, 2024 – Overseas Shipholding Group, Inc. (“OSG” or the “Company”) (NYSE: OSG), a leading provider of liquid bulk transportation services in the energy industry for crude oil and petroleum products primarily in the U.S. Flag markets, and Saltchuk Resources, Inc. (“Saltchuk”), a privately owned family of diversified freight transportation, marine service, and energy distribution companies, today announced that they have entered into a definitive merger agreement pursuant to which Saltchuk has agreed to acquire OSG in a transaction that values the Company at an aggregate equity value of approximately $653 million and a total transaction value of $950 million.

Under the terms of the agreement, which has been unanimously approved by the Board of Directors of both companies, Saltchuk will commence a tender offer to acquire all outstanding shares of OSG it does not already own for $8.50 per share in cash. The purchase price represents a 61% premium to OSG’s 30-day volume-weighted average price on January 26, 2024, the last day of trading before Saltchuk disclosed its non-binding indication of interest, as well as a 44% premium to the January 26 closing price of OSG’s shares and a 36% premium to Saltchuk’s initial indicative price of $6.25 per share.

“We are pleased to have reached an agreement that reflects our leading Jones Act business, longstanding customer relationships, and the value created by the OSG team over the past several years,” said Douglas D. Wheat, Chairman of the OSG Board of Directors. “Following Saltchuk’s indication of interest to buy the Company at the end of January, the Board of Directors, with the assistance of external financial and legal advisors, undertook a review of the Company’s financial and strategic alternatives, including remaining a publicly held company. As part of that review, the Board conducted a comprehensive process in which it engaged with Saltchuk and approached and engaged with other potential transaction counterparties. Informed by its review and that process, the Board firmly believes Saltchuk’s increased offer represents compelling value to, and is in the best interest of, our shareholders not affiliated with Saltchuk.”

“We are excited to enter into this new chapter together with Saltchuk, which has been a significant shareholder of OSG over the past several years and has a close understanding of our business,” said Sam Norton, OSG’s President and Chief Executive Officer. “Saltchuk’s operating companies have distinguished themselves in their respective segments, and this transaction partners us with an organization that shares our values and focus on customers. We are thrilled to soon join the Saltchuk family of companies.”

Mark Tabbutt, Chairman of Saltchuk Resources, said: “OSG, our nation’s leading domestic marine transporter of energy, has a strong cultural fit with Saltchuk and shares our commitment to operational safety, reliability, and environmental stewardship. On behalf of the Saltchuk organization, we look forward to welcoming more than 1,000 members of the OSG team to our family of companies and growing the enterprise through multi-generational investments.”

Following the close of the transaction, OSG will operate as a standalone business unit within Saltchuk, becoming a member of its family of diversified freight transportation, marine service, and energy distribution companies.

The closing of the tender offer will be subject to customary closing conditions, including the expiration of the Hart-Scott-Rodino Act waiting period and the tender of shares representing, together with the shares already owned by Saltchuk, at least a majority of OSG’s outstanding shares of Class A common stock, and is expected to close in the next few months. Promptly following the successful completion of the tender offer, Saltchuk will acquire all remaining OSG shares not purchased in the tender offer through a second-step merger at the same price.

The transaction is not subject to a financing condition. It will be funded through a combination of committed debt financing and cash on hand.

Evercore is acting as exclusive financial advisor to OSG and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to OSG. K&L Gates LLP is acting as legal advisor to Saltchuk and BDT & MSD Partners is acting as Saltchuk’s financial advisor.

About Saltchuk Resources, Inc.

Saltchuk is a privately owned family of diversified freight transportation, marine service, and energy distribution companies, with consolidated annual revenue of approximately $5 billion and 7,500 employees. We believe in – and champion – the inherent value of our companies’ individual brands. The Corporate Home provides leadership and resources to our companies but not direct management of their operations. Saltchuk is a values-driven organization. We put safety first. We are reliable – we take care of our customers and conduct business with honesty and integrity. We are committed to each other, to protecting our environment, and to contributing to our communities in a work environment where anyone would be proud for their children to work. Additional information about Saltchuk, which is headquartered in Seattle, is available at www.saltchuk.com.

About Overseas Shipholding Group, Inc.

Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded company providing liquid bulk transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG’s U.S. Flag fleet consists of Suezmax crude oil tankers, conventional and lightering ATBs, shuttle and conventional MR tankers, and non-Jones Act MR tankers that participate in the U.S. Tanker Security Program.

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.

Cautionary Notice Regarding Forward-Looking Statements

Statements contained in this communication regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “estimates,” “expects,” “focused,” “continuing to,” “seeking,” “will” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These statements include those related to: the ability of the Company and Saltchuk to complete the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer contemplated thereby and the other conditions set forth in the merger agreement. Because such statements deal with future events and are based on the Company’s and Saltchuk’s current expectations, they are subject to various risks and uncertainties, and actual results could differ materially from those described in or implied by the statements in this communication. These forward-looking statements are subject to risks and uncertainties, including, without limitation, risks and uncertainties associated with: the timing of the tender offer and the subsequent merger; uncertainties as to how many shares of the Company will be tendered into the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the tender offer and the subsequent merger may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement and other risks and uncertainties affecting the Company, including those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024, as amended by a filing with the SEC on March 25, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings and reports that the Company makes from time to time with the SEC. Except as may be required by law, neither the Company nor Saltchuk assumes any obligation to update these forward-looking statements, which speak only as of the date they are made, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Additional Information and Where to Find It

The tender offer for the outstanding shares of Class A common stock of the Company referenced in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials that Saltchuk will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Saltchuk will file with the SEC a Tender Offer Statement on Schedule TO, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.

THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND ALL OTHER FILINGS MADE BY THE COMPANY AND SALTCHUK WITH THE SEC in CONNECTION WITH THE TENDER OFFER WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.

When filed, the Company’s stockholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company and Saltchuk will be available free of charge under “SEC Filings” on the Investors page of the Company’s website, www.osg.com. In addition, the Company’s stockholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Offer to Purchase included in the Tender Offer Statement.

Contacts

Susan Allan, Overseas Shipholding Group, Inc.

(813) 209-0620

Seaside LNG Acquires LNG Bunker Barge Clean Jacksonville from TOTE Maritime Puerto Rico 

February 9, 2023

Polaris and TOTE Services Sign Additional Long-term Service Contracts

Jacksonville, Florida – Seaside LNG announced the acquisition of the liquefied natural gas fueling barge Clean Jacksonville from TOTE Maritime Puerto Rico, LLC, a subsidiary of TOTE Group, LLC.

Seaside LNG’s maritime transportation company, Polaris New Energy, has contracted to continue fueling TOTE’s Marlin Class LNG-powered container ships and other commercial customers with its fleet of LNG bunker barges. The Clean Jacksonville recently reached a significant milestone having successfully completed her 300th bunkering at the Port of Jacksonville.

Seaside now has the largest fleet of LNG barges operating in the United States. “Seaside continues to expand its ability to bring environmentally-friendly LNG to the shipping industry with our partnership in JAX LNG and our investments in growing the LNG barge fleet,” said Tim Casey, CEO of Seaside LNG. “Use of LNG as a maritime fuel delivers substantial environmental and public health benefits by dramatically lowering emissions of NOx, SOx, CO2 and particulate matter. By purchasing the Clean Jacksonville, our team gains not only a new customer and valuable operating partner, but also the opportunity to expand our fleet operations geographically.” 

In addition, Polaris entered a long-term contract with TOTE Services, LLC, a separate subsidiary of TOTE Group, to continue serving as the technical manager of the Clean Jacksonville. The Clean Jacksonville complements the bunkering services of Polaris’ 5,500 m3 Clean Canaveral that operates along the coast of the southeastern U.S. and is the largest bunker barge in the Jones Act market. Polaris also has a second 5,500 m3 barge, the Clean Everglades, under construction which is scheduled for delivery by end of 2023. 

“TOTE Services’ experience in bringing LNG to the maritime sector is the most extensive in the industry. By working across every aspect, from vessel construction to ship management and technical expertise, we help our customers achieve their business and environmental objectives,” added Jeff Dixon, President of TOTE Services. “We look forward to continuing to operate the Clean Jacksonville safely and reliably for years to come.” 

The LNG for Polaris’ vessels is loaded at the Jacksonville dock of JAX LNG, an LNG production facility and joint venture between Seaside LNG and Pivotal LNG. 

Montana-based Fuel Company Joins NorthStar Energy

March 18, 2022

With the addition of CityServiceValcon, NorthStar Energy expands its operational reach into Montana, Idaho, Wyoming, Eastern Washington, and beyond.

NorthStar Energy, a business operating unit of the Saltchuk family of companies focused on the energy sector, announced this week that CityServiceValcon, based in Kalispell, Montana, and with operations in multiple states throughout the Plains, Rocky Mountain, and West Coast regions, will be joining its family of companies.

“Throughout the history of our company, it has always been our vision to grow and expand our business through honesty and integrity, maintain a strong capital foundation, provide a great environment for our employees, and give back to our communities,” said Tim O’Neal, president of CityServiceValcon. “Becoming part of the NorthStar Energy family helps us achieve this vision and we look forward to this partnership.”

CityServiceValcon was founded in 1932 and has a 90-year history of exemplary customer service. The company’s mission is to create a safe and healthy environment for its employees while providing innovative and high-quality products to its customers. As one of the major logistics and delivery industry leaders in the United States, CityServiceValcon touches businesses and residents in 20 states and operates in regions where fuel supply remains fragmented, yet fuel consumption is increasing along with population providing attractive growth opportunities.

“We are excited that CityServiceValcon will join the NorthStar Energy family,” said Bert Valdman, president and CEO of NorthStar Energy. “Our two companies are a strong cultural fit. We align well in terms of operating philosophy and customers served.”

CityServiceValcon is a market leader in fuel distribution across multiple product lines offering wholesale ground and aviation fuel programs from top national brands and independent refiners. Commercial products including propane, proprietary card lock, bulk fuel, and lubricants are distributed from its multiple locations across Washington, Idaho, Montana, and Wyoming. The company serves customer needs in aviation, trucking, agriculture, mining, construction, government, and residential homes. CityServiceValcon’s experienced and long-tenured management team is committed to optimizing the business and has a track record of successful growth.

NorthStar’s current operating companies distribute fuel and lubricants throughout Alaska, Hawaii, and California. Its companies include Delta Western Petroleum, a highly respected petroleum and lubricant distributor in Alaska; Northern Oilfield Solutions, serving the North Slope of Alaska; Inlet Energy, Alaska’s premier lubricants distributor; Alaska Petroleum Distributing, the largest home-heating oil distributor in Fairbanks, Alaska; Hawaii Petroleum, the leading independent fuel marketer on Maui and the Big Island; and The Jankovich Company, a full-service marine and land fuel and lubricants specialist in Los Angeles and San Diego. The Jankovich Company, a family-owned business with a strong local brand, joined NorthStar in early 2021.

“NorthStar is now one step closer to becoming the West Coast’s leading fuel supplier,” Valdman continued. “We are well-positioned to support customers through the energy transition as the industry develops alternate fuels with lower carbon intensity.”

“Our aspiration to be the most respected marketer in the region remains the same,” O’Neal concluded, “Joining the NorthStar Energy family of businesses provides us an opportunity to expand and grow together.”

About CityServiceValcon
Established in 1932, CityServiceValcon is a robust full-service lubricants, fuels, and specialty products distributor that strives to provide high-quality, dependable delivery and superior service. We take care of our people by providing a safe and healthy work environment, and in turn, it allows us to serve customers across multiple industries with goods that keep commerce prospering, people comfortable and provide economic stability. Our customers, employees and vendors are the heart of our operations. For more information, visit cityservicevalcon.com.

In 2020, Saltchuk companies gave $4M to the communities we live and work in

November 15, 2021

Giving of time, talent, and treasure in the communities that support our employees and businesses is a value the founding members of Saltchuk shared, and one that has become a cornerstone of our family business.

We are proud that in 2020, during an extraordinary year of challenge for so many, Saltchuk companies provided almost $4M million in grants, in-kind freight transportation, and employee-matching contributions in our communities.

In 2020, Saltchuk matched employee donations of $187,000 and gave another $1.76 million in cash grants through individual operating companies and Saltchuk Regional Giving Committees in Alaska, Hawaii, Washington, and Florida/the Caribbean. Our Regional Giving Program expanded its usual support of youth development and postsecondary education to include emergent needs such as food security, housing, and healthcare insurance related to the COVID-19 crisis. Our companies provided nearly $2 million in in-kind transportation for emergency supplies, recycling, food bank donations, and other community programs. Whether focused on health, the environment, social services, the arts, youth, and/or education, Saltchuk companies intend for their gifts to build capacity and resiliency in our communities.

As shareholders, we set a minimum target for community giving to ensure consistency and accountability to our value of giving back. As we reflect on the last year, we want to express our appreciation and gratitude to the communities and employees who support our family of companies. We hope this report provides a sense of ownership and pride, reflecting the values we share and the commitment we as shareholders feel to our communities.

– Saltchuk Shareholders

Read the 2020 Saltchuk companies annual giving report

Family-owned California fuel company joins NorthStar Energy

March 8, 2021

With the addition of The Jankovich Company, NorthStar Energy expands its operational reach into California to provide customers with best-in-class fuel solutions

SEATTLE – NorthStar Energy, a business operating unit of the Saltchuk family of companies focused on the energy sector, today announced that The Jankovich Company (TJC CA, LLC) based in San Pedro, California, will be joining its family of companies.

“I am very excited for this next chapter in our company’s story,” said Tom Jankovich, president of TJC CA, LLC. “One of the reasons our family chose to say ‘yes’ to NorthStar was because of its commitment to honoring its operating companies’ histories, their local resources, and their people.”

Thomas B. Jankovich founded The Jankovich Company in 1933. Despite a massive earthquake, adverse economic conditions, and fierce competition in the Los Angeles Harbor, the small business thrived, serving the local fishing fleet for the next 40 years. In 1977, Tom Jankovich, took over the company and continues to grow it today, serving land and marine customers from the Pacific Ocean east to Nevada and from the Mexican border north to the San Francisco Bay. With strategically located facilities throughout Southern California, Jankovich’s family-owned culture was built on the core value of taking responsibility and engaging with its employees, customers, and communities.

“Our companies complement each other in terms of culture and operations” said Bert Valdman, president and CEO of NorthStar Energy. “NorthStar’s values are rooted in safety, environmental compliance, and sustainability, while driven by a service-oriented, entrepreneurial spirit that aligns with the Jankovich Company’s past 88 years of operating on the pillars of safety, sustainability, integrity, and service.”

TJC CA, LLC is a full-service marine products supplier offering bunkering, marine lubricant deliveries via truck or barge, and dock-side fueling of commercial vessels, mega yachts, and pleasure craft. On land, the company offers a full spectrum of fuel and lubricant solutions that anticipate customer needs, prevent emergencies, and eliminate stress on customers’ organizations. TJC CA, LLC also provides a comprehensive line of products, equipment, and related supplies to auto dealerships, car washes, marinas, truck fleets, and more.

NorthStar’s current operating companies distribute fuel and lubricants throughout Alaska and Hawaii. Its companies include Delta Western Petroleum, a highly respected petroleum and lubricant distributor in Alaska; Northern Oilfield Solutions, serving the North Slope of Alaska; Inlet Energy, Alaska’s premier lubricants distributor; Hawaii Petroleum, the leading independent fuel marketer on Maui and the Big Island; and Alaska Petroleum Distributing, the largest home-heating oil distributor in Fairbanks, Alaska. Alaska Petroleum, a family-owned business with a strong local brand, joined NorthStar in late 2019.

“Expanding into California allows us to provide integrated, point-to-point service for many of our marine customers who travel along the west coast,” Valdman continued. “We are looking forward to having The Jankovich Company as part of the NorthStar family of companies and collaborating for future innovation and growth.”

“While change is a natural part of growth and inevitable over time,” Jankovich concluded, “The Jankovich Company remains a family business. Our culture and practices will be strengthened as part of the NorthStar Energy family. This is an opportunity to expand and learn from one another.”

About NorthStar Energy

NorthStar Energy companies operate in some of the most remote communities in Alaska and Hawaii, where traditional fuel is still a critical and vital resource. It is up to us to deliver this commodity safely, ethically, and without harm to the local environment. We believe all businesses must commit to a cleaner future, investing in more efficient operations, products, and services. Our responsibility is to guide our customers to the future of fuel while navigating the complexities of remote geographies and economies. With future generations always front of mind, we repositioned our petroleum distribution line of business into a forward-thinking energy holding company in 2018, rebranding NorthStar Petroleum into NorthStar Energy.

For more information, visit www.nsenergy.com.

About The Jankovich Co.

Established in 1933, The Jankovich Company. is a full-service lubricants, fuels, and specialty products distributor. Family- owned and operated, we combine world-class resources while maintaining adaptability, flexibility, and best-in-class services. We provide products of the highest quality from the world’s leading brands in Land and Marine, Lubricants, Fuels, Equipment, and Supply. And we offer unrivaled experience and proven expertise in Automotive, Industrial, Commercial, Marine, and Aviation industries. With a technical and operating staff available 24/7 and a comprehensive, streamlined delivery process, we can meet your needs quickly and efficiently, all at the highest standards of safety, sustainability and integrity.

For more information, visit thejankovichcompany.com.

CONTACT:

Thien-Di (“Zee”) Do

VP, Marketing & Communications

NorthStar Energy

o: (206) 357-1756