Item 4.01. Change in Registrant's Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On April 6, 2020, Overseas Shipholding Group, Inc. (the "Company") notified Ernst & Young LLP ("EY") which is serving as the Company's independent registered public accounting firm that it would be dismissed effective upon the completion of its engagement relating to the first quarter of 2020. This decision followed an evaluation of audit fees and costs and was at the direction of the Audit Committee (the "Audit Committee") of the Board of Directors of the Company.
EY's audit reports on the Company's financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through April 6, 2020, there were (i) no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act of 1934, as amended ("Regulation S-K"), and the related instructions thereto, with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided EY with the disclosures under this Item 4.01(a), and has requested EY to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. A copy of EY's letter, dated April 10, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
With the approval of the Audit Committee, on April 6, 2020, the Company approved the engagement of Grant Thornton LLP ("Grant Thornton") as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2020 to be effective upon the dismissal of EY and subject to the completion of Grant Thornton’s standard client acceptance procedures and execution of an engagement letter.
During the Company's two most recent fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through April 6, 2020, neither the Company nor anyone acting on its behalf has consulted with Grant Thornton regarding any of the matters described in Items 304(a)(2)(i) and (ii) of
Regulation S-K.