Overseas Shipholding Group Announces Dividend on Class B Securities in Connection with Settlement of Lawsuit
OREANDA-NEWS. Overseas Shipholding Group, Inc. (NYSE MKT:OSG, OSGB) (the “Company” or “OSG”) announced today that, in connection with the previously-announced settlement of the Company’s lawsuit against Proskauer Rose LLP, on April 28, 2016 its Board of Directors declared a dividend of $0.17968 per outstanding Class B common share, and in conjunction with that dividend will make a cash distribution of $0.17968 per outstanding warrant for OSG’s Class B common stock (“Class B warrants”).
On May 13, 2016, all holders of record of OSG’s Class B common stock and Class B warrants as of 5:00 p.m. EDT on May 9, 2016 (the “record date”), will receive $0.17968 per outstanding Class B common share and outstanding Class B warrant held by them as of the record date. In accordance with the terms of the Class B warrants, holders of those warrants will receive the cash distribution but the warrants will not otherwise be adjusted in any manner in connection with the payment of the dividend on the Class B stock.
Pursuant to the terms of OSG’s certificate of incorporation, each share of Class B common stock will thereafter automatically convert into one share of Class A common stock as of 5:00 p.m. EDT on May 27, 2016 (the “conversion date”), the tenth business day after the payment of the dividend and distribution to the holders of Class B securities described above. In addition, pursuant to the terms of the warrant agreement governing the Class B warrants, each outstanding Class B warrant will automatically convert into a Class A warrant on the conversion date. Each Class A warrant is currently exercisable for 1.142 shares of Class A common stock. In connection with the conversion, holders of certificated Class B securities may be requested to furnish certain information to OSG’s conversion agent. After the conversion date, OSG will have only a single class of common stock outstanding, trading under the symbol “OSG”.
“We are very pleased to be paying a distribution to Class B stockholders and warrantholders in connection with the final settlement of the Proskauer lawsuit, meeting our obligation to return a percentage of the proceeds to our Class B securityholders and simultaneously simplifying our capital structure,” said Captain Ian T. Blackley, OSG’s president and CEO. “We remain focused on executing on our strategy and delivering value for our shareholders.”