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Posts Categorized: Saltchuk

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

 

Krista Williams to lead Carlile as CEO, positions company for sustained growth.

October 13, 2023

Krista Williams, Carlile CEOKrista Williams is the new CEO of Carlile – Alaska’s leading trucking and logistics company founded in 1980. In recent years, Williams led Carlile’s continuous improvement and strategic growth initiatives as the Chief Operating Officer for Saltchuk Logistics – Carlile’s parent company. Now, Williams plans to further position Carlile to meet expected surges in demand for transportation and logistics support in Alaska and beyond.

“In the coming years, we see tremendous growth opportunities in natural resource development, retail, government, and other sectors of Alaska’s economy,” said Williams, who worked alongside Carlile’s executive team during the past two years to prepare the company for future opportunities. “I admire and appreciate the work ethic, commitment to customers, and culture of the Carlile team. I look forward to building on the company’s success in future years. This is an exciting and promising time for transportation companies in Alaska.”

While Carlile gears up for growth in the marketplace, Williams says the company will continue its legacy of delivering safe, innovative supply chain solutions and service excellence to our customers.

Williams joined Saltchuk in 2018 after working in continuous improvement and developing strategic programs at Toyota, Kaiser Permanente, and Whirlpool. Williams earned a Mechanical Engineering degree from Rose-Hulman Institute of Technology and a master’s degree from Seattle University.

Williams joins Terry Howard, who has served as Carlile’s president since 2015 and will remain with the company through 2023.

“Terry Howard’s steadfast leadership has helped guide the company through many challenges in recent years. His commitment to our employees and to the safety and success of our operations leaves a legacy of respect, teamwork, and commitment to the Carlile brand,” said Williams.

Carlile was established in 1980 and operates terminals in AK, WA, TX and Canada. With more than 390 employees, Carlile specializes in trucking and logistics solutions connecting the world to Alaska. For more information, visit www.Carlile.biz.

TOTE Group’s operating fleets to be certified by Green Marine

April 19, 2023

Jacksonville, FL – TOTE Group, an industry leader in U.S. transportation and logistics, is enrolling its TOTE Maritime Alaska and its TOTE Maritime Puerto Rico fleets in Green Marine, the leading voluntary environmental certification program for North America’s maritime industry.

With a special fleet of roll-on/roll-off (RO/RO) cargo ships, TOTE Maritime Alaska serves the maritime route between Tacoma, WA, and Anchorage, AK. Its highly efficient and dependable custom-built cargo ships for this route are part of TOTE’s commitment to Alaska, its communities and environment since 1975.

TOTE Maritime Puerto Rico routes cargo from across the continental United States through Jacksonville, FL to Puerto Rico and elsewhere in the Caribbean, offering critical services to the islands where reliable delivery of goods and supplies are vital. TOTE introduced the world’s first two LNG-powered containerships in 2015, specifically for this Puerto Rico trade.

“TOTE’s use of alternative fuels such as LNG dramatically reduces greenhouse gas (GHG) emissions on a tank-to-wake basis, offering a pathway to decarbonization in the shipping industry,” said TOTE Group President & CEO Tim Nolan. “By utilizing the cleanest, most readily available fuel for shipping today and into the future, TOTE is creating positive outcomes for those we serve and the coastal communities in which we operate.”

Green Marine’s President David Bolduc salutes TOTE’s environmental vision: “It is with great pride that we welcome such a sustainability pioneer and leader within our certification program,” he said. “I look forward to us learning from each other’s experience.”

Bolduc also noted that the Green Marine program is a good fit for a multi-faceted company such as the TOTE Group. “We are very pleased with TOTE’s intention to enroll its terminal operations into the certification process in due course,” he said. “Our program is unique in its certification of both ship activities and landside operations.”

To achieve Green Marine certification, TOTE will assess the environmental performance of its operating fleets through key performance indicators that address such issues as greenhouse gases, ballast water discharge, air emissions, oily water, waste management, underwater noise, and ship recycling. The certification process is rigorous and transparent, with results independently verified every two years, and each participant’s individual performance made public annually.

Green Marine Overview

Founded in 2007, Green Marine’s North American environmental certification program is celebrating its 15th year as a voluntary effort by the shipping industry to go beyond regulations. There are currently more than 175 ship owners, port authorities, terminal operators, and shipyard managers throughout Canada and the United States participating in the program. A pivotal element of Green Marine’s success from the outset has been the active support from environmental stakeholders, the scientific community, and governments. Many of the more than 90 Green Marine supporters take part in reviewing and shaping the environmental program. In 2020, Green Marine collaborated with Surfrider Foundation Europe to export the environmental certification program to France and give birth to Green Marine Europe. More details are available at www.green-marine.org.

About TOTE Group

TOTE Group is an industry leader in transportation and logistics, overseeing the deliveries of some of the most trusted U.S. companies with the highly reliable services that it provides to the customers and communities that it serves. Its maritime business line has a team of logistics professionals dedicated to providing shipping solutions for service throughout the Lower 48 to Alaska and Puerto Rico. Its terminals business line provides world-class stevedoring and cargo services. Other TOTE Group services include vessel construction, ship management and top-to-bottom technical consulting for ships that range from cargo to military vessels. As the owner and operator of independently managed operating companies, the TOTE Group upholds four pillars in all its enterprises: safety, customer satisfaction, operational excellence, and colleague experience.

Coast Guard adds Young Brother’s Jay Ana to Board of Trustees

February 15, 2023

Twelve new trustees have joined the board of the Coast Guard Foundation, a nonprofit organization committed to strengthening the U.S. Coast Guard community and service by supporting members and families. The additions bring the total number of active trustees and directors to 80.

Jeremiah “Jay” Ana, Charles “Skip” Bowen, Christopher Chandor, Naresh Copeland, Steven Jowett, Christian Lee, Michael MacDonald, Augustine Rietsema, Luis Romero, Tim van Oppen, retired Navy Rear Adm. Jesse Wilson Jr. and Graciela Yokana will each serve three-year terms. The board is led by Chairman Thomas Allegretti.

The Coast Guard Foundation is governed by a voluntary board of trustees and directors whose members contribute their time and energy to the foundation. The board also promotes the foundation’s mission of support to the Coast Guard.

“We couldn’t be more excited to welcome our latest inductions into our board of trustees and directors,” said Susan Ludwig, president, Coast Guard Foundation. “These accomplished individuals have established a lifetime of dedication to the Coast Guard and we are confident that their experience of public service will benefit the foundation in our mission to support the Coast Guard community.”

The new trustees:

• Jeremiah “Jay” Ana is president of Young Brothers, Hawaii’s leading inter-island freight handling and transportation company. Ana was born and raised in Mililani, Oahu, and is a graduate of the Shidler College of Business from the University of Hawaii at Manoa. In addition to more than 13 years of public accounting, Ana’s experience spans private industry finance, human resources, sales, and operations management.

Read the full article in Professional Mariner

New Bedford Foss Marine Terminal reaches demolition milestone

January 30, 2023

New Bedford, MA – Demolition continues at the New Bedford Foss Marine Terminal in preparation to support offshore wind projects off Massachusetts and the U.S. Northeast seaboard.

As part of the demolition of the Power Station building, the New Bedford Foss Marine Terminal reached a demolition milestone with the smokestack implosion last Friday morning, January 27.

 

“There has been a significant amount of work to get us to this point, and we could not have gotten here without the support of the people in the neighboring community and government officials on both the local and state level.  The implosion of the smokestack symbolizes a point of cleaning up this site and transitioning to clean energy,” said Andrew B. Saunders, President of the New Bedford Foss Marine Terminal.

The terminal, slated to open in Spring 2023, will provide storage and laydown areas for equipment and materials, berth facilities for a range of vessels such as crew transfer vessels (CTV) and service operation vessels (SOV) as well as Foss tugs and barges. It will also house new office space for project teams, crew marshaling facilities, workspaces, and a marine coordination center for technicians supporting the Massachusetts Offshore Wind Industry.

“The demolition of the Cannon Street Station marks an important milestone in New Bedford’s effort to become the East Coast leader in offshore wind energy as the new Foss Terminal will be able to serve a variety of maritime support functions. We are rapidly modernizing the Port of New Bedford, and we are grateful that Foss will be a major part of the Port’s future,” said New Bedford’s Mayor Jon Mitchell

“Progress is being made at the terminal and the implosion of the smokestack serves as the milestone as we prepare to serve the offshore wind market,” said Joel Whitman, President of Foss Offshore Wind.  “The repurposing of this facility to support offshore wind has been a vision for many in this community and it is great to see the project continue to take shape,” added Whitman.

(Video courtesy of Anchor QEA)

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