OSG America L.P.
Notes:
EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 4, 2009, UNLESS WE EXTEND THE DEADLINE
Insiders: OSG and its affiliates currently own 8,000,435 (53.3%) of the outstanding Units.
Conditions: The Offer is conditioned upon, among other things, more than 4,003,166 Units being validly tendered and not withdrawn. We will not waive this condition. The Offer is also subject to certain other conditions, which may be waived by us, including the absence of competing tender offers and the absence of certain changes in the financial markets.
Source of Funds: "We expect that approximately $72 million will be required to purchase all of the Units that we are seeking in the Offer exclusive of fees and expenses... We have sufficient cash on hand to acquire all Units tendered pursuant to these offers. As of June 30, 2009, we had approximately $571 million of cash on hand."
12/7/2009 - Overseas Shipholding Group, Inc. (NYSE: OSG), announced that as of 11:59 p.m., Eastern time on December 4, 2009, approximately 5,656,757 common units (the “Units”) of OSG America L.P. (“OSG America” or the “Partnership”; NYSE: OSP), including those Units delivered through notices of guaranteed delivery, were validly tendered and accepted for purchase in the tender offer by its wholly owned subsidiary, OSG Bulk Ships, Inc. (“OSG Bulk”). OSG Bulk has made payment to BNY Mellon Shareowner Services, which is acting as the Depositary in connection with the tender offer, for the accepted Units. OSG Bulk has also commenced a subsequent offering period to purchase all Units that continue to remain outstanding. The subsequent offering period will expire at 5:00 p.m., NYC time, on December 16, 2009. During the subsequent offering period, OSG Bulk will immediately accept for payment and promptly pay for all validly tendered Units as such Units are tendered. Unitholders who validly tender during the subsequent offering period will receive, for each Unit, the same price paid by OSG Bulk for the Units during the initial offering period. OSG does not intend to further extend the deadline for tendering Units and expects to exercise the Repurchase Right on December 17, 2009.
12/17/2009 - Overseas Shipholding Group, Inc. (NYSE: OSG), a market leader in providing energy transportation services, today announced that as of 5:00 p.m., NYC time, on December 16, 2009, approximately 267,419 common units (the “Units”) of OSG America L.P. (“OSG America” or the “Partnership”; NYSE: OSP), were validly tendered and accepted for purchase in the subsequent offering period by its wholly owned subsidiary, OSG Bulk Ships, Inc. (“OSG Bulk”). OSG Bulk has made payment to BNY Mellon Shareowner Services, which is acting as the Depositary in connection with the tender offer and subsequent offering period, for the accepted Units.
At 5:00 pm on December 17, 2009, OSG Bulk will purchase the remaining 1,077,639 Units outstanding and not already owned by OSG’s subsidiaries through exercise of its repurchase right pursuant to Section 15.01 of the amended and restated limited partnership agreement of the Partnership.
