Approximately $1.3 billion of rated debt affected
New York, July 21, 2016 -- Moody's Investors Service, ("Moody's") affirmed
its ratings assigned to Overseas Shipholding Group, Inc.
("OSG"): Corporate Family Rating (CFR) of B2,
Probability of Default Rating (PDR) of B2-PD, first lien
senior secured of B1, LGD3, first lien super priority senior
secured of Ba2, LGD1 and senior unsecured of Caa1, LGD6.
Concurrently, Moody's affirmed the SGL-2 Speculative
Grade Liquidity rating and changed the outlook to stable, from positive.
..Issuer: Overseas Shipholding Group, Inc.
.... Corporate Family Rating, Affirmed
B2
.... Probability of Default Rating,
Affirmed B2-PD
.... Speculative Grade Liquidity Rating,
Affirmed SGL-2
....Senior Unsecured Regular Bond/Debenture,
Affirmed Caa1 (LGD6)
Outlook Actions:
....Outlook, Changed To Stable From
Positive
..Issuer: OSG Bulk Ships, Inc.
....Senior Secured Bank Credit Facility,
Affirmed B1 (LGD3)
Outlook Actions:
....Outlook, Changed To Stable From
Positive
..Issuer: OSG International, Inc.
....Senior Secured Bank Credit Facility,
Affirmed B1 (LGD3)
....Senior Secured Bank Credit Facility,
Affirmed Ba2 (LGD1)
Outlook Actions:
....Outlook, Changed To Stable From
Positive
RATINGS RATIONALE
The outlook change to stable, from positive, considers the
softening freight rate environment in the U.S. Jones Act
and international petroleum transportation markets, but also reflects
Moody's view that fundamentals of the Jones Act and international
petroleum transportation markets will remain supportive over the next
year, helping OSG to comfortably meet its debt obligations.
Moreover, the outlook change considers the potential impact of the
recently announced plan to spin off the company's international
subsidiary, OSG International, Inc. ("OIN").
Moody's anticipates that OSG will sustain a financial profile and
policy that supports the B2 rating level, anchored by the relatively
stable (Jones Act) dynamics of its remaining operating subsidiary (OSG
Bulk Ships, Inc., "OBS"). However,
there is a degree of uncertainty surrounding the spin-off,
including the final capital structure. As well, Moody's
views the less-diversified post-spin company's smaller size,
loss of EBITDA from the higher margin OIN business, and limited
asset coverage as tempering factors. As a result, post-spinoff
realities that differ from Moody's expectations, such as financial
policies or a final capital structure that results in a higher-than-expected
leverage profile, could drive downwards ratings and outlook pressure.
The B2 Corporate Family rating considers OSG's leading position in the
U.S. Jones Act and international crude and refined petroleum
products transportation markets, through its OBS and OIN subsidiaries,
and the highly cyclical nature of demand in their markets. Despite
softer freight rate conditions in the company's business segments,
which are anticipated to continue due to an expected increase in vessel
deliveries during 2016 and 2017, Moody's anticipates that
international tanker rates will remain healthy near-term,
aided by relatively steady demand for the movement of crude and refined
petroleum products. This should help sustain credit metrics within
the single-B rating category. The stability of the U.S.
Jones Act market and the mostly contracted nature of this business provides
further support for the ratings, even as newly-built Jones
Act product tankers enter the market in 2016 and 2017 and as incremental
barge capacity (articulated tug barges or ATBs) enters the fleet.
The company's higher than expected operating cash flow over the
past year, from stronger market freight rates for international
tankers, enhanced its existing pool of cash, which it deployed
towards debt repayment. This resulted in lower (Moody's adjusted)
Debt to EBITDA of 2.5x compared to about 5.0x in 2014 when
OSG exited bankruptcy. The company's good liquidity profile,
as reflected by the SGL-2 Speculative Grade Liquidity rating,
lends support to the ratings.
The ratings could be downgraded if the post-spinoff/final capital
structure or financial policy results in lower-than-expected
credit metrics, including Debt to EBITDA sustained above 5.5x
and FFO + Interest to Interest approaching mid-high 2.0x
range. A deterioration in the liquidity profile, including
Free Cash Flow to Debt approaching the low teens range or sustained negative
free cash flow generation, could also pressure the ratings.
Upward ratings momentum could occur if OSG deploys its cash in a manner
that would limit potential increases in debt, such as for fleet
investments rather than shareholder returns. Clarity on the post-spinoff
capital structure, financial policy and fleet plan will identify
the extent to which funded debt might increase. A financial profile
that results in FFO + Interest to Interest that approaches the mid-3.0x
range, Debt to EBITDA below 4.5x on a sustained basis and
Free Cash Flow to Debt approaching 20%, could support an
upgrade. Repayments of debt, whether voluntary or pursuant
to the excess cash flow sweeps in the respective credit agreements,
will be important to sustaining stronger credit metrics
The principal methodology used in these ratings was Global Shipping Industry
published in February 2014. Please see the Ratings Methodologies
page on www.moodys.com for a copy of this methodology.
Overseas Shipholding Group, Inc. ("OSG"), a Delaware
Corporation, based in in New York, New York, is one
of the larger players in the ocean transportation of crude oil and petroleum
products. The company operates separate fleets of internationally-flagged
tankers trading in international markets, through its intermediate
holding company subsidiary ,OSG International, Inc.
("OIN"), and US Jones Act qualified vessels operating mainly in
US coastal markets through its intermediate holding company subsidiary
OSG Bulk Ships, Inc. ("OBS"). These two subsidiaries
are the respective primary obligors of the rated credit facilities,
which OSG and their respective operating subsidiaries guaranty.
Consolidated revenues were $975 million as of the last twelve months
ended 31st March, 2016.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Yvonne Njogu
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Robert Jankowitz
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653