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Rating Action:

Moody's assigns Caa1 rating to unsecured notes of Overseas Shipholding

05 Aug 2014

Two unsecured notes issues being reinstated upon exit from Chapter 11; $300 million of 8.125% notes due 2018 and 7.5% due 2021 or 2024 aggregating $146 million

New York, August 05, 2014 -- Moody's Investors Service assigned Caa1 ratings to the unsecured notes of Overseas Shipholding Group, Inc. ("OSG") that are being reinstated today pursuant to its plan of reorganization which becomes effective today. Moody's also affirmed the B2 Corporate Family Rating and all of the other debt ratings it assigned to OSG on June 12, 2014 in anticipation of the conclusion of the Chapter 11 reorganization. The rating outlook is stable.

RATINGS RATIONALE

The senior unsecured ratings have been assigned using Moody's Loss Given Default Rating Methodology. The Caa1 rating is two notches below the Corporate Family rating, reflecting this class of debt's first loss position in the capital structure. The unsecured note obligations of OSG do not benefit from upstream guarantees and are structurally subordinated to the $1.35 billion of new secured bank credit facilities that will comprise the majority of the company's debt capital.

The B2 Corporate Family Rating considers OSG's leading position in the U.S. Jones Act and international crude and refined petroleum products freight shipping sectors. The rating recognizes the reductions in fixed overhead that the company achieved while in bankruptcy, primarily by cancelling charter-in contracts for 25 international tankers, outsourcing the technical management of the international fleet and reducing shore-side headcount. Moody's anticipates that credit metrics will become more supportive of the B2 rating through 2016. With no planned capital investment for growth, projected free cash flow exceeds $100 million per year. Debt to EBITDA is projected at about 6.0 times and FFO + Interest to Interest at about 2.4 times at year end 2015, somewhat weak for the B2 rating. Moody's believes the financial performance OSG projects through 2015 is achievable because the company's freight rate assumptions for its international tankers appear reasonable, reflecting nominal increases above current levels.

The favorable fundamentals of the U.S. Jones Act market also support the ratings assignment. Moody's expects continuing demand for movement of shale oil and refined products to and from the Louisiana Gulf Coast refineries, as well as across the other U.S. coastal trades, the contracted nature of the company's operations in this sector and the quality of its relatively young product tanker fleet to support earnings and cash flow generation over the five-year terms of the new credit facilities. The B2 rating also incorporates Moody's expectation that the company will seek to grow the international fleet, notwithstanding that the financial plan contemplates very little capital spending and is devoid of investment for growth, let alone replacement of vessels that retire from either of the subsidiaries' fleets.

The stable outlook reflects Moody's belief that the fundamentals of the U.S. Jones Act petroleum transportation market will remain supportive. The outlook also reflects that downside risk to freight rates in the company's international tanker markets should remain contained in upcoming years as the unfavorable gap between ton-mile demand and vessel supply does not meaningfully increase.

There will be little upwards pressure on the ratings until the company demonstrates the efficacy of its reorganization strategy by strengthening credit metrics following its exit from Chapter 11. Clarity on its fleet plan will identify the extent to which funded debt might increase and the related effect on credit metrics. FFO + Interest to Interest that approaches 3.5 times, Retained Cash Flow to Net Debt in excess of 13% and Debt to EBITDA that approaches 4.5 times could support an upgrade. Application of free cash flow to repayments of the new term loans will be the primary driver of the improving metrics profile in the near term.

The ratings could be downgraded if unrestricted cash is sustained below $50 million or the company becomes reliant on at least one of the revolvers to meet working capital needs. Debt to EBITDA sustained above 6.5 times, FFO + Interest to Interest that approaches 2.0 times, a decline in the EBIT margin to the 12% range, Retained Cash Flow to Net Debt that approaches 8% or sustained negative free cash flow generation could pressure the ratings as could fleet growth or returns to shareholders that are funded with debt. Additionally, the ratings could be downgraded if the negotiated terms of the credit agreements differ from Moody's expectations as of the date of this press release such that the company has greater ability to increase funded debt or make restricted payments under incurrence tests, or the priority of the OSG International, Inc. revolver is changed.

Overseas Shipholding Group, Inc., a Delaware Corporation headquartered 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 and US Jones Act qualified vessels trading mainly in US coastal markets. The company, which executed its Chapter 11 plan of reorganization on August 5, 2014, had been operating under Chapter 11 of the US Bankruptcy Code since its filing on November 14, 2012.

Assignments:

..Issuer: Overseas Shipholding Group, Inc.

....Senior Unsecured Regular Bond/Debenture, Assigned Caa1, LGD6, 90 %

Outlook Actions:

..Issuer: OSG Bulk Ships, Inc.

....Outlook, Remains Stable

..Issuer: OSG International, Inc.

....Outlook, Remains Stable

..Issuer: Overseas Shipholding Group, Inc.

....Outlook, Remains Stable

Affirmations:

..Issuer: OSG Bulk Ships, Inc.

....Senior Secured Bank Credit Facility Jan 8, 2019, Affirmed B1

....Senior Secured Bank Credit Facility Jul 8, 2019, Affirmed B1

..Issuer: OSG International, Inc.

....Senior Secured Bank Credit Facility Jul 8, 2019, Affirmed B1

....Senior Secured Bank Credit Facility Jan 8, 2019, Affirmed Ba2

..Issuer: Overseas Shipholding Group, Inc.

.... Probability of Default Rating, Affirmed B2-PD

.... Speculative Grade Liquidity Rating, Affirmed SGL-3

.... Corporate Family Rating, Affirmed B2

The principal methodology used in this rating was Global Shipping Industry published in February 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

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.

Jonathan Root
VP - Senior Credit Officer
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 P Jankowitz
Associate Managing Director
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

Moody's assigns Caa1 rating to unsecured notes of Overseas Shipholding
No Related Data.
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