Issuer
Free Writing Prospectus Filed pursuant to Rule 433
(Related
to Preliminary Prospectus Supplement Dated March 22, 2010)
Registration
Statement No. 333-165592
$300,000,000
Overseas
Shipholding Group, Inc.
8
1/8% Senior
Notes due 2018
Pricing
Term Sheet
March
24, 2010
|
Issuer:
|
Overseas
Shipholding Group, Inc.
|
|
Size:
|
$300,000,000
|
|
Maturity:
|
March
30, 2018
|
|
Coupon:
|
8.125%
|
|
Price:
|
98.563%
of face amount
|
|
Yield
to maturity:
|
8.375%
|
|
Spread
to Benchmark Treasury:
|
490
BPS
|
|
Interest
Payment Dates:
|
September
30 and March 30, commencing September 30, 2010
|
|
Redemption
Provisions:
|
|
|
Make-whole
call
|
At
any time at a discount rate of Treasury plus 50 basis
points.
|
|
Equity
Clawback
|
Prior
to March 30, 2013 up to 35% may be redeemed at 108.125%
|
| Underwriting Discount: | 1.75% |
| Gross Proceeds: | $295,689,000 |
| Net Proceeds to Issuer Before Expenses: | $290,439,000 |
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|
Trade
Date:
|
Wednesday,
March 24, 2010
|
|
Settlement:
|
T+3;
Monday, March 29, 2010
|
|
Denominations:
|
$2,000,
and integral multiples of $1,000 in excess thereof.
|
|
CUSIP/ISIN:
|
690368
AH8 / US690368AH88
|
|
Ratings:
|
Ba3/BB-
|
|
Joint
Book-Running Managers:
|
Citigroup
Global Markets Inc.
Morgan
Stanley & Co. Incorporated
HSBC
Securities (USA) Inc.
|
|
Co-
Managers:
|
Deutsche
Bank Securities Inc.
DnB
NOR Markets, Inc.
Goldman,
Sachs & Co.
ING
Financial Markets LLC
|
The
issuer has filed a registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuers or any underwriter will
arrange to send you the prospectus if you request it by contacting any of the
Joint Book-Running Managers:
|
Citigroup
Global Markets Inc.
Attention:
Prospectus Department
Brooklyn
Army Terminal
140
58th
Street, 8th
Floor
Brooklyn,
New York 11220
(800)
831-9146
|
Morgan
Stanley & Co. Incorporated
Attention:
Prospectus Department
180
Varick Street
New
York, New York 10014
prospectus@morganstanley.com
|
HSBC
Securities (USA) Inc.
Attention:
Prospectus Department
452
Fifth Avenue
New
York, New York 10018
(866)
811-8049
|
The information in
this communication supersedes the information in the preliminary prospectus
supplement to the extent it is inconsistent with such information. Before you
invest, you should read the preliminary prospectus supplement (including the
documents incorporated by reference therein) for more information concerning the
issuer and the notes.
Any
disclaimers or other notices that may appear below are not applicable to this
communication and should be disregarded. Such disclaimers or other notices were
automatically generated as a result of this communication being sent via
Bloomberg email or another communication system.
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