Obligation Global Maritime Group 8.125% ( US690368AH88 ) en USD

Global Maritime Group

100 % ▼

Etats-unis

US690368AH88 ( en USD )

8.125% par an ( paiement semestriel )

Obligation remboursée le 30/03/2018 - Obligation échue

Prospectus brochure de l'obligation Overseas Shipholding Group US690368AH88 en USD 8.125%, échue

2 000 USD

300 000 000 USD

690368AH8

N/A

NR

Obligation remboursée le 30/03/2018

Overseas Shipholding Group (OSG) est une société de transport maritime américaine spécialisée dans le transport de produits pétroliers bruts et raffinés, ainsi que de produits chimiques et de gaz liquéfiés.

L'Obligation émise par Global Maritime Group ( Etats-unis ) , en USD, avec le code ISIN US690368AH88, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Obligation remboursée le 30/03/2018

L'Obligation émise par Global Maritime Group ( Etats-unis ) , en USD, avec le code ISIN US690368AH88, a été notée NR par l'agence de notation Moody's.

Page 1 of 109
424B5 1 v178564_424b5.htm
Filed Pursuant to Rule 424(
Registration Statement No. 333-16
Prospectus Supplement
(To Prospectus Dated March 22, 2010)

$300,000,000
Overseas Shipholding Group, Inc.
8 1/8% Senior Notes due 2018

We are offering $300,000,000 aggregate principal amount of senior notes due 2018 bearing interest at 8 1/8% per year. W
will pay interest on the notes on September 30 and March 30 of each year, beginning September 30, 2010. The notes will m
on March 30, 2018.
At any time and from time to time, we may redeem some or all of the notes at a redemption price equal to 100% of the
principal amount of the notes plus the "applicable premium" as described in "Description of Notes -- Optional Redemption
Prior to March 30, 2013, we may redeem up to 35% of the aggregate principal amount of the notes using the net cash procee
of certain equity offerings at the redemption price set forth in this prospectus supplement, plus accrued and unpaid interest.
may be required to repurchase the notes in whole or in part upon a "change of control triggering event," as described under
caption "Description of Notes--Covenants--Repurchase of Notes Upon a Change of Control Triggering Event."
The notes will be our general unsecured senior obligations and will be effectively subordinated to all of our existing and
future secured debt to the extent of the value of the assets securing such debt and pari passu with all of our existing and futu
senior debt. In addition, the notes will be structurally subordinated to all of the liabilities of our subsidiaries. For a more deta
description of the notes, see "Description of Notes," beginning on page S-30.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-9 of this prospectu
supplement.

Proce
Underwriting
Com
Price to
Discounts and
Bef

Public
Commissions
Expe
Per Note

98.563%
1.75%
9
Total
$295,689,000 $ 5,250,000 $290,43
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The notes offered by this prospectus supplement will not be listed on any securities exchange and there is no existing tra
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Page 2 of 109
market for the notes.
The underwriters expect to deliver the notes on or about March 29, 2010 only in book-entry form through the facilities o
The Depository Trust Company.

Joint Book-Running Managers

Citi
Morgan Stanley
HS

Co-Managers

Deutsche Bank Securities

DnB NOR Markets

Goldman, Sachs & Co.

The date of this prospectus supplement is March 24, 2010.
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TABLE OF CONTENTS
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFEREN
IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR IN ANY FREE WRITING
PROSPECTUS FILED BY US WITH THE SEC. WE HAVE NOT, AND THE UNDERWRITERS HAVE NOT,
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. I
ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RE
ON IT. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER AND SALE IS NOT PERMITTED. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS, ANY FREE WRITING PROSPECTUS OR ANY DOCUMENT INCORPORATED BY REFEREN
IS ACCURATE AS OF ANY DATE OTHER THAN THEIR RESPECTIVE DATES. OUR BUSINESS, FINANCIA
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
HOW TO OBTAIN MORE INFORMATION

S-2
INCORPORATION BY REFERENCE

S-3
FORWARD-LOOKING STATEMENTS

S-4
PROSPECTUS SUPPLEMENT SUMMARY

S-5
THE OFFERING

S-7
RISK FACTORS

S-9
USE OF PROCEEDS
S-24
CAPITALIZATION
S-25
RATIO OF EARNINGS TO FIXED CHARGES
S-26
DESCRIPTION OF OTHER INDEBTEDNESS
S-27
DESCRIPTION OF NOTES
S-30
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-47
UNDERWRITING
S-52
CONFLICTS OF INTEREST
S-55
LEGAL OPINIONS
S-56
EXPERTS
S-56
Prospectus

ABOUT THIS PROSPECTUS

1
HOW TO OBTAIN MORE INFORMATION

2
INCORPORATION BY REFERENCE

3
FORWARD-LOOKING STATEMENTS

4
OVERSEAS SHIPHOLDING GROUP, INC.

5
RISK FACTORS

5
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USE OF PROCEEDS

5
DESCRIPTION OF THE SENIOR DEBT SECURITIES

6
PLAN OF DISTRIBUTION

8
LEGAL MATTERS

9
EXPERTS

9
i
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
As used in this prospectus supplement, unless otherwise specified or where it is clear from the context that the term only
means issuer, the terms "OSG," the "we," "us," and "our" refer to Overseas Shipholding Group, Inc. and its consolidated
subsidiaries.
This document is in two parts. The first part is this prospectus supplement, which adds to and updates information conta
in the accompanying prospectus, and describes our senior debt securities offering. The second part is the accompanying
prospectus, dated March 22, 2010, which provides more general information, some of which may not apply to this offering.
Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is
conflict between the information contained in this prospectus supplement and the information contained in the accompanyin
prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus filed by us with the SEC. Neither we nor any of the underwriters
have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that the information contained in this prospectus supplement
the accompanying prospectus, or any document incorporated by reference in this prospectus supplement or the accompanyin
prospectus, is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery
this prospectus supplement nor any distribution of securities pursuant to this prospectus supplement shall, under any
circumstances, create any implication that there has been no change in the information set forth or incorporated by reference
this prospectus supplement or in our affairs since the date of this prospectus supplement. Our business, financial condition,
results of operations and prospects may have changed since that date.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an of
purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction where it
unlawful to make such offer or solicitation.
Before purchasing any securities, you should carefully read both this prospectus supplement and the accompanying
prospectus, together with the additional information described under the headings "How to Obtain More Information" and
"Incorporated by Reference" in this prospectus supplement.
S-1
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TABLE OF CONTENTS
HOW TO OBTAIN MORE INFORMATION
We file annual, quarterly and interim reports, proxy and information statements and other information with the SEC. Th
filings contain important information, which does not appear in this prospectus supplement. The reports and other informati
can be inspected and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of
material can be obtained by mail from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 2054
The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other
materials that are filed through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the
Securities Act, with respect to the securities offered by this prospectus supplement. This prospectus supplement does not co
all of the information in the registration statement. We have omitted certain parts of the registration statement, as permitted
the rules and regulations of the SEC. You may inspect and copy the registration statement, including exhibits, at the SEC's
public reference facilities or website. Statements contained in this prospectus supplement concerning the contents of any
document we refer you to are not necessarily complete and in each instance we refer you to the applicable document filed w
the SEC for more complete information.
S-2
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TABLE OF CONTENTS
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement, which means that we may disclose
important information to you by referring you to other documents that we have filed or will file with the SEC. We incorpora
reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of th
Securities Exchange Act of 1934, or the Exchange Act, until this offering has been completed. We are not, however,
incorporating by reference any documents or portions thereof whether specifically listed below or filed in the future, that are
deemed "filed" with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K.
·
Definitive Proxy Statement on Schedule 14A, as filed on April 30, 2009.
·
Annual Report on Form 10-K for the year ended December 31, 2009, as filed on March 1, 2010.
·
Current Reports on Form 8-K dated and filed on the follow
ing dates:

Dated

Filed
March 24, 2010
March 25, 2010
March 19, 2010
March 19, 2010
March 9, 2010
March 10, 2010
March 5, 2010
March 8, 2010
March 4, 2010
March 8, 2010
March 4, 2010
March 4, 2010
March 2, 2010
March 8, 2010
February 1, 2010
February 3, 2010
January 22, 2010
January 22, 2010
January 6, 2010
January 8, 2010
You may request a copy of these filings at no cost, other than exhibits to such documents which are not specifically
incorporated by reference into such documents or this prospectus supplement, by calling our Investor Relations department
(212) 578-1699 or by writing to 666 Third Avenue, New York, NY 10017.
S-3
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TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and the
may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigati
Reform Act of 1995, as amended. All statements other than statements of historical fact should be considered to be forward
looking statements.
This prospectus supplement contains forward-looking statements regarding the outlook for tanker and articulated tug/ba
markets, and our prospects, including prospects for certain strategic alliances and investments. There are a number of factor
risks and uncertainties that could cause actual results to differ from the expectations reflected in these forward-looking
statements, including:
·
changes in production of or demand for oil and petroleum products, either globally or in particular regions;
·
the outcome of our negotiations with Maersk Oil Qatar AS;
·
resolution of possible claims against us by Bender Shipbuilding and Repair Co., Inc.;
·
prospects for the growth of the Gas segment;
·
greater than anticipated levels of newbuilding orders or less than anticipated rates of scrapping of older vessels;
·
changes in trading patterns for particular commodities significantly impacting overall tonnage requirements;
·
changes in the global economy and various regional economies;
·
risks incident to vessel operation, including accidents and discharge of pollutants;
·
unanticipated changes in laws and regulations; increases in costs of operation;
·
drydocking schedules differing from those previously anticipated;
·
our ability to attract and retain experienced, qualified and skilled crewmembers;
·
changes in credit risk of counterparties, including shipyards, suppliers and financial lenders;
·
delays (including failure to deliver) or cost overruns in the building of new vessels or the conversion of existing vess
for other uses; the cost and availability of insurance coverage;
·
the availability of suitable vessels for acquisition or chartering-in on terms we deem favorable;
·
changes in the pooling arrangements in which we participate, including withdrawal of participants or termination of
arrangements;
·
estimates of future costs and other liabilities for certain environmental matters and compliance plans; and
·
projections of the costs needed to develop and implement our strategy of being a market leader in the segments in w
we compete.
We assume no obligation to update or revise any forward-looking statements. Forward-looking statements in this prospe
supplement and written and oral forward-looking statements attributable to us or our representatives after the date of this
prospectus supplement are qualified in their entirety by the cautionary statement contained in this paragraph and in other rep
hereafter filed by us with the Securities and Exchange Commission. Please read the "Risk Factors" beginning on page S-9 o
prospectus supplement for a list of important factors that could cause our actual results of operations or financial condition t
differ from the expectations reflected in these forward-looking statements.
S-4
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT SUMMARY
The following is a summary of some of the information contained, or incorporated by reference, in this prospectus
supplement. It is not complete and may not contain all the information that is important to you. To understand this offering f
you should read carefully the entire prospectus supplement, including the risk factors beginning on page S-9 and the financ
statements incorporated by reference in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein. Unless the context requires otherwise, references to "we," "us," "our," and "OSG" sha
mean Overseas Shipholding Group, Inc. and its consolidated subsidiaries. Any capitalized terms used and not defined in thi
prospectus supplement have the meaning assigned to them in the accompanying prospectus or our Annual Report on Form
for the fiscal year ended December 31, 2009, incorporated by reference herein.
Overseas Shipholding Group, Inc.
We are one of the world's leading bulk shipping companies engaged primarily in the ocean transportation of crude oil an
petroleum products. At December 31, 2009, we owned or operated a modern fleet of 106 vessels (aggregating 10.9 million
deadweight tons and 864,800 cubic meters) of which 84 vessels operated in the international market and 22 operated in the U
Flag market. Our newbuilding program of owned and chartered-in vessels totaled 23 International and U.S. Flag vessels,
bringing our total owned, operated and newbuild fleet to 129 vessels.
Our vessel operations are organized into strategic business units and focused on market segments: crude oil, refined
petroleum products, U.S. Flag and gas. The International Flag Crude Tanker unit manages International Flag ULCC, VLCC
Suezmax, Aframax, Panamax and Lightering tankers; the International Flag Product Carrier unit principally manages LR1 a
MR product carriers and the U.S. Flag unit manages most U.S. Flag vessels. Through joint venture partnerships, we operate
LNG carriers and, beginning in 2010, two Floating Storage and Offloading ("FSO") service vessels. Dedicated chartering an
commercial personnel manage specific fleets while our technical ship management operations and corporate departments su
our global operations.
We generally charter our vessels to customers either for specific voyages at spot rates or for specific periods of time at f
daily amounts. Spot market rates are highly volatile, while time and bareboat charter rates are fixed for specific periods of ti
and provide a more predictable stream of Time Charter Equivalent Revenues.
Business Strategy
We are committed to providing safe, reliable transportation services to our customers while ensuring the safety of our cr
vessels and the environment. We are also committed to creating long-term shareholder value by executing on a growth strat
designed to maximize returns in all economic cycles. We believe we can successfully deliver benefits to both customers and
shareholders by creating a rewarding and challenging work environment for all employees.
Our growth strategy is focused on four elements:
Sector Leadership
We seek to maintain or achieve market leading positions in each of the primary markets in which we operate: crude oil,
products and U.S. Flag. We have expanded our fleet through organic growth and acquisitions of companies that have expan
our market presence, the scale of our fleet and service offerings.
Fleet Optimization
We believe that we can improve returns in any shipping cycle by taking a portfolio approach to managing our business.
approach includes operating a diverse set of vessels that trade in different markets; participating in commercial pools that
maximize vessel utilization; managing a fleet of owned and chartered-in tonnage that provides for flexibility and optionality
trading our fleet in both the spot and time charter markets to enhance returns.
S-5
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