(Source: Business Wire)
Overseas Shipholding Group, Inc. (NYSE: OSG), a market leader in
providing energy transportation services, today announced that it has
increased the price per unit that it will offer to pay for all of the
outstanding publicly held common units of OSG America L.P. (OSG America
or the Partnership; NYSE: OSP) from $8.00 to $10.25 per unit in cash.
The increased offer price represents a 28% increase over the original
proposed offer price of $8.00 per unit, a premium of approximately 44%
over the closing price of the units on July 29, 2009, the last full
trading day prior to the first public announcement of OSG's proposed
offer, and a premium of approximately 42% above the average closing
price of the units for the 90 trading days immediately preceding July 29.
OSG's decision to increase the offer price follows extensive discussions
between OSG and a committee of independent members of the Board of
Directors of OSG America LLC appointed to review OSG's offer. The
committee has informed OSG that OSG's increased price of $10.25 per unit
is fair to common unitholders, from a financial point of view, as of
September 24, 2009.
The tender offer is expected to commence in October, after OSG has
prepared all necessary documentation. OSG and its affiliates
currently own approximately 53.3% of the outstanding common units, 100%
of the outstanding subordinated units and a 2% general partner interest,
representing in the aggregate approximately 77.1% of the outstanding
equity of OSG America.
The committee of independent directors has informed OSG that it expects
to file with the Securities and Exchange Commission a Schedule 14D-9 to
advise unitholders of the special committee's determination with respect
to the tender offer price of $10.25 upon commencement of the tender
offer, or shortly thereafter.
BofA Merrill Lynch and Evercore Partners are acting as financial
advisors to OSG in connection with the offer. Simpson Thacher & Bartlett
LLP is acting as legal counsel to OSG. Lazard is acting as financial
advisor to the committee. Jones Day is acting as legal counsel to the
committee.
NOTICE FOR OSP UNITHOLDERS
OSG America unitholders and other interested parties are urged to read
OSG's tender offer statement and other relevant documents when they
become available because they will contain important information. OSG
America unitholders will be able to review such documents free of charge
at the SEC's web site, www.sec.gov,
or from OSG's web site, www.osg.com.
About OSG
Overseas Shipholding Group, Inc. (NYSE: OSG), a Dow Jones Transportation
Index company, is one of the largest publicly traded tanker companies in
the world. As a market leader in global energy transportation services
for crude oil, petroleum products and gas in the U.S. and International
Flag markets, 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 New York City, NY. More information is available
at www.osg.com.
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