News

Stay Current with Saltchuk

At Saltchuk we’re proud of the positive impact our companies are making in their respective industries and communities. Regular updates will be posted here. Media Inquiries? Contact Emily Reiter at .
Saltchuk.com   Saltchuk Magazine

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.

Philly Shipyard Delivers the First National Security Multi-Mission Vessel (NSMV), Empire State

September 8, 2023

Program designed to provide state-of-the-art training vessels to five state maritime academies

PHILADELPHIA Philly Shipyard, Inc. (“Philly Shipyard”), the sole operating subsidiary of Philly Shipyard ASA (Oslo: PHLY), today delivered the Empire State, the first of five new purpose-built, modern training vessels for America’s state maritime academies. The U.S. Department of Transportation’s Maritime Administration (MARAD) new vessel program – known as National Security Multi-Mission Vessels (NSMVs) – was designed to provide world-class training for America’s future mariners and to support humanitarian assistance and disaster relief missions in times of need. This first vessel, Empire State, was delivered to MARAD and will serve SUNY Maritime College.

“We are beyond proud to deliver the Empire State today, our first government newbuild in the history of Philly Shipyard.” said Steinar Nerbovik, President & CEO of Philly Shipyard. “We are honored to be trusted with this important project, and on behalf of all of our skilled workers, we are confident that the Empire State will provide a safe, reliable and state-of-the-art training platform for generations of future mariners.”

Philly Shipyard was awarded the contract to build the NSMVs by TOTE Services, LLC (“TOTE Services”), a U.S.-based company that was hired by MARAD to oversee the construction of the training vessels as the Vessel Construction Manager (VCM). The NSMV Program is the first government sponsored ship building program to utilize the VCM model. This model places the responsibility for the selection and oversight of the shipyard on a government contractor that utilizes commercial best practices to manage the project.

The next training vessel, NSMV II, destined for the Massachusetts Maritime Academy, is scheduled to be delivered in 2024. Meanwhile, the keel laying for NSMV III (Maine Maritime Academy) and steel cutting for NSMV IV (Texas A&M Maritime Academy) were recently completed. Construction of NSMV V (California Maritime Academy) will commence later this year with all vessels to be delivered by 2026.

“Today’s delivery of the Empire State is a historic moment for the American maritime industry made possible by the U.S. Government’s investments in our nation’s industrial base,” said TOTE Services President Jeff Dixon. “These investments are on full display as we look to build the next generation of

domestic mariner training ships more cost effectively – and on schedule – using commercial innovation and best practices. We must also give credit to the dedicated and skilled workers at Philly Shipyard, whose tireless efforts in the face of unprecedented challenges helped make this milestone possible.”

The NSMV program is an important investment in America’s shipbuilding industry, which supports nearly 400,000 U.S. jobs. Each NSMV will feature numerous instructional spaces, a full training bridge, and accommodations for up to 600 cadets to train in a first-rate maritime academic environment at sea. State maritime academies graduate officers who manage vessels that help keep cargoes and our economy moving. Many of these merchant mariners also support U.S. national security by crewing military sealift vessels.

Today’s delivery of the Empire State marks the delivery of the first government ship built using the VCM contract model. This innovative approach enables shipyards to apply commercial best practices for design and construction to government vessels. There is growing interest in the VCM contract model and its potential applicability to government shipbuilding programs to reduce costs, accelerate delivery times, and build more vessels.

###

About the National Security Multi-Mission Vessel (NSMV) Program

The U.S. Department of Transportation Maritime Administration’s (MARAD) NSMV program is designed to provide a purpose-built, state-of-the-art training platform for the state maritime academies in New York, Massachusetts, Maine, Texas, and California, respectively.

This next-generation training fleet will address a critical shortage of qualified officers necessary to crew government and commercial owned sealift ships. In addition to providing world-class training for America’s future mariners, the NSMVs will be available to support humanitarian assistance and disaster relief missions in times of need.

The NSMV will feature numerous instructional spaces, a full training bridge, and have space for up to 600 cadets to train in a first-rate maritime academic environment at sea. State maritime academies graduate more than half of all new officers each year—the merchant mariners who help keep cargoes and our economy moving. Many also support U.S. national security by crewing military sealift vessels.

In addition to being a state-of-the-art training and educational platform, each ship will feature modern hospital facilities, a helicopter pad, and the ability to accommodate up to 1,000 people in times of humanitarian need. Adding to the NSMV’s capability, it will provide needed roll-on/roll-off and container storage capacity for use during disaster relief missions.

Ship specifications will be compatible with the pier length, draft restrictions, and mooring limitations at each of the maritime training academies.

Vessel specifications:

• Length: 159.85 m

• Breadth: 27.00 m

• Draft, scantling: 7.50 m

• Total berthing: 760 people

• Speed: 18 kts

• Deadweight: 8,487 MT

About Philly Shipyard

Philly Shipyard, Inc. (PSI) is a leading U.S. shipbuilder that is presently pursuing a mix of commercial and government work. It possesses a state-of-the-art shipbuilding facility and has earned a reputation as a preferred provider of oceangoing merchant vessels with a track record of delivering quality ships, having delivered around 50% of all large ocean-going Jones Act commercial ships since 2000. PSI is the sole operating subsidiary of Philly Shipyard ASA. Philly Shipyard ASA is listed on the Euronext Expand Oslo (Oslo: PHLY) and is majority-owned by Aker Capital AS, which in turn is wholly-owned by Aker ASA (Aker). Aker is an industrial investment company that exercises active ownership to create value. Aker has ownership interests in oil and gas, renewable energy and green technologies, maritime assets, marine biotechnology and industrial software, and its portfolio includes companies like Aker BP, Aker Horizons, Aker BioMarine, Cognite, and Aker Solutions. For more information about Philly Shipyard, please visit www.phillyshipyard.com.

About TOTE Services

TOTE Services, LLC (“TOTE Services”) is a U.S.-based ship management company that provides technical services and crewing to meet the needs of commercial, privately-owned, and U.S. Government vessels. Since 2015, TOTE Services has overseen construction and management of the world’s first LNG-powered container ships, activated U.S. training ships to support disaster relief, and managed many MARAD vessels. TOTE Services, along with TOTE Maritime Alaska, LLC and TOTE Maritime Puerto Rico, LLC, are part of TOTE Group, LLC (“TOTE Group”). TOTE Group is a member of the Saltchuk family of companies. For more information about TOTE Services, please visit www.toteservices.com.

Carlile Celebrates New Water Treatment System at the Port of Tacoma Terminal

May 23, 2023

TACOMA – Carlile Transportation will soon complete construction of a stormwater-treatment system at its Tacoma freight terminal. The eco-friendly Chitosan-Enhanced Sand Filtration (CESF) system will ensure Carlile remains compliant with federal, state and local regulations. The Tacoma freight terminal supports large shipments of essential supplies transported by vessel to Alaska.

The new system is designed to clean and filter runoff before it reaches surrounding waterways. Carlile and the Tacoma-Pierce Chamber of Commerce will celebrate the new treatment system with a ribbon-cutting ceremony on May 24.

“We are committed to being good neighbors by doing our part to protect the environment by keeping surrounding communities safe and healthy,” said VP of Freight Operations John Armstrong.

The company has a history of supporting the communities it serves. Carlile supports the Alaska Department of Fish and Game (ADF&G) by donating transportation for a major wood bison restoration project in North America. Additionally, for the third year, the company is donating and will transport thousands of pounds of recyclable waste from the Denali Borough to the Community Recycling Center in Palmer as part of the Zero- Landfill Initiative, a public-private effort to reduce waste at national parks.

“Carlile is dedicated to making a positive impact on the environment in the communities we serve. We are proud to support a program that is helping to restore Wood Bison in North America. Additionally, we are looking forward to taking part in the Zero-Landfill Initiative again this year to help minimize waste in our communities and national parks, said Chief Financial Officer Paul Millwood.

###

Carlile is Alaska’s leading trucking and logistics company, with terminals in Alaska, Tacoma, Houston and Alberta. The company providestrucking, ocean, air and rail solutions to connect shippers and supply chains to Alaska.

National Security Multi-Mission Vessel Program Achieves Construction Milestone with Third Keel Laying

May 1, 2023

PHILADELPHIATOTE Services, LLC (“TOTE Services”), an affiliate of TOTE, LLC (“TOTE Group”), and Philly Shipyard, Inc. (“Philly Shipyard”), the sole operating subsidiary of Philly Shipyard ASA (Oslo: PHLY), today marked a significant construction milestone at a keel laying ceremony for the third of five new purpose built, state-of-the-art training vessels for America’s state maritime academies. The U.S. Department of Transportation’s Maritime Administration (MARAD) new vessel program – known as National Security Multi-Mission Vessels (NSMVs) – was designed to provide world-class training for America’s future mariners and to support humanitarian assistance and disaster relief missions in times of need.

The keel laying is a ceremonial recognition in which the first grand block of the vessel is loaded into the building dock. Keel laying traditions are said to bring good luck to the ship during construction and to the captain and crew that will sail on the vessel throughout her operating life. The third NSMV is scheduled to be delivered to Maine Maritime Academy in 2024.

“Today, we reached another great shipbuilding milestone for our shipyard and the NSMV program as a whole,” said Steinar Nerbovik, President & CEO of Philly Shipyard. “At the moment, we have three vessels taking shape in our docks and a fourth being fabricated in our production shops. We wish the Maine Maritime students good luck with final exam week and look forward to welcoming the cadets in a few weeks to see the progress on their new ship and to tour our yard. I want to thank everyone involved in this project as we continue on this exciting new build process.”

The NSMV program is an important investment in America’s shipbuilding industry, which supports nearly 400,000 U.S. jobs. Each NSMV will feature numerous instructional spaces, a full training bridge, and accommodations for up to 600 cadets to train in a first-rate maritime academic environment at sea. State maritime academies graduate more than half of all new officers each year—the merchant mariners who help keep cargoes and our economy moving. Many also support U.S. national security by crewing military sealift vessels.

“Today we celebrate the third keel laying of an NSMV vessel in 18 months, demonstrating the efficiency and success of this unique construction management program that is helping recapitalize our nation’s maritime training fleet at academies from coast to coast,” said TOTE Services President Jeff Dixon. “This exciting moment shows we are one giant step closer to providing the Maine Maritime Academy (MMA) a first-in-class vessel to produce the next generation of maritime officers, engineers, supply chain managers, and logisticians that will help lead our nation in the years ahead.”

MARAD selected TOTE Services to be the vessel construction manager (VCM) for the NSMV program in May 2019 to ensure the utilization of best practices in commercial ship construction. As an industry leader in vessel services, ship management and marine operations, TOTE Services is overseeing development of these new vessels, which will provide a strong U.S. maritime fleet, crewed by the world’s best trained merchant mariners. In April 2020, TOTE Services awarded Philly Shipyard a contract to construct up to five NSMVs. These ships will be owned and operated by MARAD.

“Today as we celebrate the Training Ship State of Maine V’s keel laying, we also recognize her future purpose for both the Academy and our Nation. I thank all who have worked and will work to bring her to completion, especially the team at TOTE and Philly Shipyard. Thank you in advance to those future cadets and crew who will stand watch over her. Today, would not be possible without the incredible support of our Congressional Delegation, especially Senator Susan Collins and Senator Angus King, who have championed this national asset for our Academy and the State,” said Jerry S. Paul, Maine Maritime Academy President.

Congress has appropriated funding to replace aging training vessels with NSMVs at SUNY Maritime College, Massachusetts Maritime Academy, Maine Maritime Academy, Texas A&M Maritime Academy and California State University Maritime, respectively.

About TOTE Services

TOTE Services, LLC (“TOTE Services”) is a leading U.S.-based ship management company that skillfully and expertly provides crewing and technical services to meet the needs of commercial, privately owned and U.S. Government vessels. Since 2015, TOTE Services has overseen construction and management of the world’s first LNG powered container ships, activated U.S. training ships to support disaster relief and managed many MARAD vessels. TOTE Services, along with TOTE Maritime Alaska, LLC and TOTE Maritime Puerto Rico, LLC, comprise the TOTE group of companies. The TOTE group is part of the Saltchuk family of companies. www.toteservices.com

About Philly Shipyard

Philly Shipyard, Inc. (PSI) is a leading U.S. shipbuilder that is presently pursuing a mix of commercial and government work. It possesses a state-of-the-art shipbuilding facility and has earned a reputation as a preferred provider of oceangoing merchant vessels with a track record of delivering quality ships, having delivered around 50% of all large ocean-going Jones Act commercial ships since 2000. PSI is the sole operating subsidiary of Philly Shipyard ASA. Philly Shipyard ASA is listed on the Euronext Expand Oslo (Oslo: PHLY) and is majority-owned by Aker Capital AS, which in turn is wholly-owned by Aker ASA (Aker). Aker is an industrial investment company that exercises active ownership to create value. Aker has ownership interests in oil and gas, renewable energy and green technologies, maritime assets, marine biotechnology and industrial software, and its portfolio includes companies like Aker BP, Aker Horizons, Aker BioMarine, Cognite, and Aker Solutions. For more information about Philly Shipyard, visit www.phillyshipyard.com.

About Maine Maritime Academy

Maine Maritime Academy is a co-educational, public college on the coast of Maine offering 22 programs of study in engineering, management, science, and transportation to promote the maritime interests of the United States. The college serves approximately 950 undergraduate and graduate students in career-oriented degree programs. The job placement rate for MMA graduates is approximately 90 percent within 90 days of graduation with very high paying jobs. The college is consistently recognized for providing a high-value education by organizations such as the Brookings Institution, U.S. News and World Report, and Money Magazine. The 2022 Report by Georgetown University ranked MMA #1 among all public colleges for return on investment for low-income students at public bachelor’s degree institutions. For more information, visit mainemaritime.edu.

Close