Saltchuk Resources, Inc. submits a non-binding letter of intent to acquire remaining 78.9% stake in Overseas Shipholding Group, Inc. (NYSE : OSG) from Cyrus Canary Fund, L.P. and CYR Fund LP, managed by Cyrus Capital Partners, L.P. and others for approximately $380 million on January 26, 2024. Saltchuk Resources, Inc. entered into a definitive merger agreement to acquire remaining 78.9% stake in Overseas Shipholding Group, Inc. from Cyrus Canary Fund, L.P. and CYR Fund LP, managed by Cyrus Capital Partners, L.P. and others for approximately $510 million on May 19, 2024. Saltchuk would acquire all outstanding shares of common stock of Overseas Shipholding Group, Inc. that Saltchuk does not already own for $6.25 per share, on a fully-diluted basis, in cash, which represents a premium of 5.9% to the closing price per share of $5.90 as of January 26, 2024. Under the terms of the merger agreement on May 19, 2024, 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. If the transaction contemplated by the Proposal were consummated, the Common Stock of the Issuer would be eligible for termination of registration under the Securities Exchange Act of 1934 and delisting from the New York Stock Exchange. The Proposed Transaction will be funded through a combination of equity capital from Saltchuk and refinancing or retaining the Company?s current debt facilities, commitments for which will be in hand prior to signing definitive agreements. In case of termination of the transaction, OSG would be required to pay a termination fee of $19.6 million to Saltchuk.

The transaction contemplated by the Proposal would be subject to customary closing conditions and requisite regulatory approvals. This is subject to (a) negotiation and execution of a mutually satisfactory definitive acquisition agreement and related documentation with customary representations, warranties, conditions, and other provisions, and (b) completion of confirmatory due diligence, including site visits, meetings with management, and customary operational, financial, legal, HR, and tax due diligence. The transaction is also subject to the number of Shares validly tendered, ?received? and not validly withdrawn prior to the expiration of the Offer, together with the Shares owned by Saltchuk, equals at least one Share more than a majority of all issued and outstanding Shares as of the expiration of the Offer and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction was unanimously approved by the Board of Directors of both companies. As of June 25, 2024, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the ?HSR Act?) expired. The Offer will expire one minute after 11:59 p.m. on June 25, 2024 and Unless the Offer is extended, the Offer and withdrawal rights will expire at one minute after 11:59 p.m., Eastern Time, on July 9, 2024.

Christopher J. Voss and Michelle R. McCreery of K&L Gates LLP acted as legal advisor to Saltchuk and BDT & MSD Partners is acting as Saltchuk?s financial advisor. Philip Richter and Ryan Messier of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to OSG. Evercore is acting as exclusive financial advisor and fairness opinion provider to OSG. Georgeson LLC acted as information agent for Overseas Shipholding Group. Computershare, Inc. and Computershare Trust Company, National Association acting as depositary for Overseas Shipholding Group, Inc.

Saltchuk Resources, Inc. completed the acquistion of remaining 78.9% stake in Overseas Shipholding Group, Inc. (NYSE : OSG) from Cyrus Canary Fund, L.P. and CYR Fund LP, managed by Cyrus Capital Partners, L.P. and others on July 10, 2024. The Offer and withdrawal rights expired one minute past 11:59 p.m. Eastern Time on July 9, 2024. Based on the final information provided by the Depositary and Paying Agent on July 10, 2024, 47,770,076 Shares were validly tendered in the Offer and not validly withdrawn, representing approximately 66% of all outstanding Shares. As a result, the Minimum Condition has been satisfied. As the Minimum Condition and each of the other Offer Conditions have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. In the Merger, each Share not acquired in the Offer and issued and outstanding was converted into the right to receive the Offer Price. On July 10, 2024, OSG started operating as wholly owned subsidiary of Saltchuk. Following the Merger, the common stock of OSG was delisted and ceased to be traded on the NYSE.