SEC Comment Letter 0000000000-24-006818 to OVERSEAS SHIPHOLDING GROUP INC (CIK 0000075208)
OVERSEAS SHIPHOLDING GROUP INC (CIK 0000075208)
Date: June 13, 2024 · CIK: 0000075208 · Accession: 0000000000-24-006818
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo June 13, 2024 Dave Stewart, Esq. Sr. Vice President and General Counsel Saltchuk Resources, Inc. 450 Alaskan Way S. Suite 708 Seattle, WA 98104 Re:Saltchuk Resources, Inc. Overseas Shipholding Group, Inc. SC TO-T filed by Seahawk MergeCo., Inc. and Saltchuk Resources, Inc. Filed June 10, 2024 File No. 005-30797 Dear Dave Stewart: We have reviewed your filing and have the following comment. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to this comment, we may have additional comments. Schedule TO-T filed June 10, 2024 General 1.Disclosure on page 22 indicates that Parent owned as of May 19, 2024 approximately 21.1% of the outstanding shares of OSG. Please provide a legal analysis explaining why Parent is not an affiliate engaged in a going-private transaction subject to Exchange Act Rule 13e-3. In responding to this comment, please include a discussion of the defined terms “affiliate” in Rule 13e-3(a)(1) and “control” in Exchange Act Rule 12b-2. You may also wish to consider and address in your response sections 201.01, 201.05 and 201.06 of our Compliance and Disclosure Interpretations for Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3. Lastly, please also consider the Commission’s discussion in Section II.D. of Exchange Act Release No. 34-39538 (Jan. 12, 1998), including the text accompanying footnote 20 and the last sentence of footnote 20. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameDave Stewart, Esq. Comapany NameSaltchuk Resources, Inc. June 13, 2024 Page 2 FirstName LastName Dave Stewart, Esq. Saltchuk Resources, Inc. June 13, 2024 Page 2 Please direct any questions to Perry Hindin at 202-551-3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Christopher J. Voss
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United States securities and exchange commission logo
June 13, 2024
Dave Stewart, Esq.
Sr. Vice President and General Counsel
Saltchuk Resources, Inc.
450 Alaskan Way S. Suite 708
Seattle, WA 98104
Re:Saltchuk Resources, Inc.
Overseas Shipholding Group, Inc.
SC TO-T filed by Seahawk MergeCo., Inc. and Saltchuk Resources, Inc.
Filed June 10, 2024
File No. 005-30797
Dear Dave Stewart:
We have reviewed your filing and have the following comment. Please respond to this
comment by providing the requested information or advise us as soon as possible when you will
respond. After reviewing your response to this comment, we may have additional comments.
Schedule TO-T filed June 10, 2024
General
1.Disclosure on page 22 indicates that Parent owned as of May 19, 2024 approximately
21.1% of the outstanding shares of OSG. Please provide a legal analysis explaining why
Parent is not an affiliate engaged in a going-private transaction subject to Exchange Act
Rule 13e-3. In responding to this comment, please include a discussion of the defined
terms “affiliate” in Rule 13e-3(a)(1) and “control” in Exchange Act Rule 12b-2. You may
also wish to consider and address in your response sections 201.01, 201.05 and 201.06 of
our Compliance and Disclosure Interpretations for Going Private Transactions, Exchange
Act Rule 13e-3 and Schedule 13E-3. Lastly, please also consider the Commission’s
discussion in Section II.D. of Exchange Act Release No. 34-39538 (Jan. 12, 1998),
including the text accompanying footnote 20 and the last sentence of footnote 20.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameDave Stewart, Esq.
Comapany NameSaltchuk Resources, Inc.
June 13, 2024 Page 2
FirstName LastName
Dave Stewart, Esq.
Saltchuk Resources, Inc.
June 13, 2024
Page 2
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Christopher J. Voss