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CORRECTING and REPLACING Overseas Shipholding Group Commences Tender Offer for Common Units of OSG America L.P. at $10.25 in Cash Per Unit
Friday, November 06, 2009 12:54 AM


(Source: Business Wire)trackingFourth graph, first sentence of release should read: The offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City time, on December 4, 2009, unless the deadline is extended. (sted The offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City time, on December 2, 2009, unless the deadline is extended.)

The corrected release reads:

OVERSEAS SHIPHOLDING GROUP COMMENCES TENDER OFFER FOR COMMON UNITS OF OSG AMERICA L.P. AT $10.25 IN CASH PER UNIT

Overseas Shipholding Group, Inc. (NYSE:OSG), a market leader in providing energy transportation services, today announced that it has commenced, through its wholly owned subsidiary OSG Bulk Ships, Inc., a New York corporation, the previously announced tender offer for all of the outstanding publicly-held common units (the "Units") of OSG America L.P. ("OSG America" or the "Partnership"; NYSE: OSP) that OSG and its subsidiaries do not currently own at $10.25 per unit in cash, representing total cash consideration of approximately $72 million exclusive of fees and expenses. OSG and its affiliates currently own approximately 53.3% of the outstanding 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 price of $10.25 per Unit in cash represents 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 40% above the average closing price of the Units for the 90 trading days immediately preceding July 29.

A special committee of independent members of the Board of Directors of OSG America LLC, the general partner of the Partnership, has determined, on behalf of the general partner, that the offer of $10.25 per Unit is fair to Unitholders (other than OSG and its affiliates) and recommends that Unitholders tender their Units to OSG pursuant to the offer. Although OSG makes no recommendation as to whether or not the Unitholders should tender their Units, OSG believes that the offer price is fair from a financial point of view.

The offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City time, on December 4, 2009, unless the deadline is extended.



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