Exhibit 99.1
UNITED STATES BANKRUPTCY COURT |
| DISTRICT OF DELAWARE |
| In Re: | | Chapter 11 |
| OVERSEAS SHIPHOLDING GROUP, INC.,et al.1 | | Case Number: 12-20000 (MFW) |
| Debtors | | Jointly Administered |
| | | Hon. Mary F. Walrath |
OFFICE OF THE UNITED STATES TRUSTEE - REGION 3
POST-CONFIRMATION QUARTERLY SUMMARY REPORT
For the Period October 1, 2016 through December 31, 2016
| Report | Appendix | Explanation Attached |
| Unaudited Consolidated Statement of Cash Receipts and Disbursements | B | |
| Schedule of Disbursements by Legal Entity | C | |
| Consolidated Overseas Shipholding Group, Inc. Balance Sheet as of December 31, 2016 | D | X |
Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.
| /s/ Christopher Wolf | | January 27, 2017 | |
| Christopher Wolf | | Date | |
Senior Vice President and Chief Financial Officer
Overseas Shipholding Group, Inc.
Notes:
| 1 | Refer to Appendix A for a full listing of the Debtors as of October 1, 2016. |
The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustment. Overseas Shipholding Group, Inc. (the “Company”) maintains its books and records on a business unit reporting level and those units do not in all cases correspond to legal entities. Certain assumptions have been made as noted herein. In addition, the Company maintains certain liabilities on its balance sheet (such as administrative payroll, benefits, professional fees and tax related liabilities) that may relate to one or more of the Company’s subsidiaries and no conclusion as to the legal obligation is made by the presentation herein. Nothing contained herein shall constitute a waiver of any of the Debtors or the Reorganized Debtors’ rights or an admission with respect to their Chapter 11 Cases (as defined in the Equity Plan), including, but not limited to, matters involving objections to claims, equitable subordination, defenses, characterization or re-characterization of contracts, under the provisions of Title 11 of the United States Code (the “Bankruptcy Code”) and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. The statements contained herein (including estimates) other than historical data and information constitute forward-looking statements. These statements involve risks, assumptions and uncertainties that could cause the actual results of the Debtors or reorganized Debtors to differ materially from those stated or implied by such forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements after the date of this report. |
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT |
| DISTRICT OF DELAWARE |
| In Re: | | Chapter 11 |
| OVERSEAS SHIPHOLDING GROUP, INC.,et al. | | Case Number: 12-20000 (MFW) |
| Debtors | | Jointly Administered |
| | | Hon. Mary F. Walrath |
Appendix A
Debtors Listing as of October 1, 2016
| Company Legal Name | Case No. |
| Overseas Shipholding Group, Inc. | 12-20000 |
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT |
| DISTRICT OF DELAWARE |
| In Re: | | Chapter 11 |
| OVERSEAS SHIPHOLDING GROUP, INC.,et al. | | Case Number: 12-20000 (MFW) |
| Debtors | | Jointly Administered |
| | | Hon. Mary F. Walrath |
Appendix B
Unaudited Consolidated Statement of Cash Receipts and Disbursements
For the Period from October 1, 2016 through December 31, 2016
(in thousands of dollars)
| Beginning Cash Balance | | | 318,804 | |
| | | | | |
| Cash Receipts: | | | | |
| Vessel Related Receipts | | | 132,654 | |
| Other Receipts1 | | | 2,503 | |
| Net Funding Received from International Seaways, Inc. in December 2016 | | | 8,680 | |
| Total Receipts | | | 143,837 | |
| | | | | |
| Cash Disbursements: | | | | |
| Vessel Related Disbursements | | | 92,550 | |
| General and Administrative: | | | | |
| Compensation & Benefits | | | 15,028 | |
| Other General & Administrative | | | 15,912 | |
| Taxes | | | 1,085 | |
| Restructuring Costs | | | 859 | |
| Debt Principal and Interest Payments, including Repurchase of Term Loans, Repurchase of Unsecured Senior Notes and Debt Amendment Fees | | | 32,670 | |
| U.S. Trustee Fees | | | 30 | |
| International Seaways, Inc. Cash Balance as of its November 30, 2016 Spin-off from OSG | | | 90,141 | |
| UK Benefit Plan Contributions | | | 7,371 | |
| Other Disbursements | | | 61 | |
| Total Disbursements | | | 255,708 | |
| | | | | |
| Ending Cash Balance2 | | | 206,933 | |
1Other Receipts includes items such as miscellaneous refunds and receipts.
2The Ending Cash Balance includes funds held in escrow to settle all remaining interest payments under the OSG Unsecured Senior Notes
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT |
| DISTRICT OF DELAWARE |
| In Re: | | Chapter 11 |
| OVERSEAS SHIPHOLDING GROUP, INC.,et al. | | Case Number: 12-20000 (MFW) |
| Debtors | | Jointly Administered |
| | | Hon. Mary F. Walrath |
Appendix C
Schedule of Disbursements by Legal Entity
For the Period from October 1, 2016 through December 31, 2016
| Filing Entities | | Case No. | | US Trustee Account Number | | Disbursement Under the Plan | | | Bankruptcy Professional | | | Ordinary Course Payments | | | Total Payments | |
| Overseas Shipholding Group, Inc. | | 12-20000 | | 111-12-20000 | | $ | - | | | $ | 859,261 | | | $ | 1,149,592 | | | $ | 2,008,853 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | $ | - | | | $ | 859,261 | | | $ | 1,149,592 | | | $ | 2,008,853 | |
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
UNITED STATES BANKRUPTCY COURT |
| DISTRICT OF DELAWARE |
| In Re: | | Chapter 11 |
| OVERSEAS SHIPHOLDING GROUP, INC.,et al. | | Case Number: 12-20000 (MFW) |
| Debtors | | Jointly Administered |
| | | Hon. Mary F. Walrath |
Appendix D
Overseas Shipholding Group, Inc.
Audited Consolidated Balance Sheet
As of December 31, 2016
Explanatory Note: This item will be filed as a supplement to this report subsequent to its filing with the Securities and Exchange Commission.
Post-Confirmation Quarterly Summary Report
October 1, 2016 through December 31, 2016
