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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 Summer 2024 Newsletter
August 1, 2024
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Saltchuk Welcomes Overseas Shipholding Group to Its Family of Companies
July 10, 2024
Seattle, WA, Tampa, FL – Saltchuk Resources, Inc. (“Saltchuk”) today announced that it has successfully completed its previously announced tender offer to acquire all of the outstanding shares of common stock of Overseas Shipholding Group, Inc. (NYSE: OSG) not already owned by Saltchuk for a purchase price of $8.50 per share in cash, an enterprise value of approximately $950 million. The transaction closed this morning, and OSG is now a wholly-owned subsidiary of Saltchuk.
“With OSG, Saltchuk now numbers more than 8,500 people who share one thing in common: every day we strive to safely, responsibly, and reliably perform our services,” Saltchuk Chairman Mark Tabbutt stated. “As with our other businesses, OSG will remain standalone and independently managed. We look forward to working alongside the OSG team as we move forward together.”
OSG joins Saltchuk as its seventh business unit, adding energy shipping to its diversified lines of business which include domestic shipping, international shipping, logistics, marine services, energy distribution, and air cargo.
Sam Norton, OSG’s President and Chief Executive Officer remarked, “The transaction with Saltchuk marks a significant development in the long history of OSG and we are very pleased that it has been successfully completed. Leadership at both of our companies sees the value of having our business lie within the Saltchuk family of companies, an organization committed to sustaining the important role of the domestic maritime industry within the USA. The entire team at OSG looks forward to our future together.”
The proposed transaction was announced May 20, 2024 and the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was announced on June 26th.
Computershare Inc. and Computershare Trust Company, N.A., acting as joint depositary and paying agent for the tender, have advised that, as of the expiration of the tender offer, approximately 47,770,076 shares of OSG common stock were validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 66% of the issued and outstanding shares of OSG common stock, which percentage does not include Saltchuk’s holdings.
As a result of the completion of the transaction, prior to the opening of trading on the New York Stock Exchange on July 10, 2024, all shares of OSG common stock will cease trading, and the OSG shares will subsequently be delisted from NYSE and deregistered under the Securities Exchange Act of 1934, as amended.
About Overseas Shipholding Group, Inc.
Overseas Shipholding Group, Inc. (“OSG”) provides liquid bulk transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG’s 21 vessel 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.
Contact
Susan Allan
Eastern Shipbuilding Group awarded contract to construct four escort tugs for Saltchuk Marine
July 8, 2024
PANAMA CITY, FL – Eastern Shipbuilding Group (ESG) has been awarded a contract to construct four new escort tugs for Saltchuk Marine. The vessels will be built at ESG’s Allanton and Port St. Joe facilities, with delivery expected in 2026.
“We are pleased to partner with Saltchuk Marine on this significant fleet renewal project. Our team is dedicated to delivering high-quality, reliable vessels with industry-leading low lifecycle costs that meet stringent environmental standards and support our customer’s missions for many, many years,” said Joey D’Isernia, Chairman and CEO of ESG. “This contract award is more solid evidence that ESG is able to successfully design and build both government and commercial vessels while remaining highly competent and competitive in both arenas.”
“As the West Coast’s premier tug operator for more than a century, it’s critical that we continue to innovate and provide ship assist services in a manner that prioritizes safety and minimizes environmental impact,” said Jason Childs, Saltchuk Marine’s president and CEO. “The combination of Robert Allan team’s naval architecture and engineering experience and ESG’s proven history of building best-in-class vessels will ensure that we continue to provide our customers with the most reliable service on the West Coast, Hawaii, and Alaska.”
As a premier builder of commercial vessels in the United States, Eastern Shipbuilding Group is renowned for delivering high-quality tugs on budget and on schedule that have the resilience to support operations for decades. Over the past 20 years, ESG has successfully delivered 35 ship assist tugs to satisfied customers. This contract marks the beginning of Saltchuk Marine’s long-term fleet renewal project, with the new tugs set to support West Coast port operations and comply with EPA Tier 4 and California Air Resources Board (CARB) environmental requirements.
VESSEL SPECS:
Customer – Saltchuk
Delivery – 2026
Type – Ship Assist/Escort Tug
Length, overall – 84′-0″ (excluding fenders)
Breadth, moulded – 42′-0″
Depth, moulded – 14′-0″
Draft, navigation – 18′-7″
Accommodation for – 8 persons
Speed, ahead – 12 knots
Bollard Pull, minimum – 95 Short Tons (86.2 MT)
Main Engines – Caterpillar 3516E, EPA Tier 4, 3500 hp (2610 kW) @ 1,800 rpm
Thrusters – Schottel RudderPropeller SRP 510
Hawser Winch – Markey Machine DEPGF-52, 75HP, Single Drum Class II Winch
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About Eastern Shipbuilding Group, Inc.
Eastern Shipbuilding Group, Inc. (ESG) is an American owned and operated shipbuilder with three shipyards on the Florida Gulf Coast. They build world class vessels for national defense and commercial clients, including the U.S. Coast Guard’s Heritage Class Offshore Patrol Cutters. ESG is the largest private sector employer in Northwest Florida and is a 2017 recipient of the U.S. Department of Homeland Security Small Business of the Year award. With a portfolio of over 350 vessels and Defense Contract Management Agency (DCMA) and Defense Contract Audit Agency (DCAA) certified systems, ESG is known as one of the most diverse vessel construction companies in the country. www.easternshipbuilding.com
About Saltchuk Marine
The Saltchuk Marine family, with the tugboat as the center of our services, is steeped in a rich and storied history of innovation and service. With a keen use of technology, Saltchuk Marine companies: Foss Maritime, Young Brothers, Cook Inlet Tug & Barge, AmNav Maritime, and Foss Offshore Wind continue to lead the industry in harbor services and marine transportation solutions, with safety and the environment leading our principles. Saltchuk Marine is part of Saltchuk. Saltchuk provides air cargo, domestic shipping, international shipping, logistics, marine services, and energy distribution services throughout North America. Visit www.saltchuk.com for more information.
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
Young Brothers Blesses $1.5M Mooring System to Improve Service for Lāna‘i
April 29, 2024
Lāna‘i becomes first port in the nation to use ShoreTension technology
PORT OF KAUMALAPAU, LĀNAʻI – Young Brothers, Hawai‘i’s trusted interisland freight company, blessed its $1.5 million ShoreTension mooring system, which keeps the barge steady against the dock during inclement weather, at the Port of Kaumalapau in Lāna‘i on Monday. The port becomes the first in the nation to implement this technology, which is utilized in harbors around the globe in countries like New Zealand, Peru and Italy.
“As the only water carrier to serve Lāna‘i, we take seriously our kuleana to provide safe, reliable, frequent and affordable shipping to this rural community,” said Jay Ana, president of Young Brothers. “This innovative mooring system reflects our commitment to enhancing the reliability of service for Lāna‘i so we can safely deliver the goods the community depends on despite rough conditions.”
Adverse weather, such as large swells, harbor surges, and high winds, regularly plague the Port of Kaumalapau, especially in the winter season, and can prevent Young Brothers crews from safely unloading and loading cargo from the barge. When delivery is impossible, Young Brothers regularly attempts recovery sailings at the company’s own expense to ensure Lānaʻi receives its cargo as soon as safely possible.
The mooring system addresses this issue by using a series of four 100-ton bollards and ShoreTension units to manage tension on the mooring lines that safely hold a barge against the dock during dangerous conditions. The ShoreTension units use the energy they store from the barge’s movement to automatically adjust the tension on the lines—loosening or tightening—as needed to keep the barge secure against the dock.
“Improving and modernizing our harbors is a priority,” said Dreana “Dre” Kalili, Deputy Director for the State Department of Transportation – Harbors Division. “We appreciate Young Brothers’ collaborative and proactive efforts to implement the ShoreTension mooring system because it will help ensure the uninterrupted flow of goods throughout our island chain.”
The blessing, conducted by Kahu Saul Kahihikolo, brought together elected leaders, Lāna‘i businesses and community members to mark the occasion.
Beyond the ShoreTension system, Young Brothers continues to reinvest in enhancing its services for Lāna‘i and Moloka‘i. In winter 2024, the company will welcome a state-of-the-art $10 million barge, Kalohi, to its fleet. The 286-foot-long vessel offers more deck space and cargo capacity, ballastable technology to address changing tidal conditions, and five ramps that enable greater flexibility and efficiency for loading and discharging cargo.