Diana Shipping Inc SC TO-T/A, filed May 28, 2026
Diana Shipping Inc. (DSX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)
Genco Shipping & Trading Limited
(Name of Subject Company (Issuer))
4 Dragon Merger Sub Inc.
(Offeror)
a direct wholly owned subsidiary of
Diana Shipping Inc.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
Y2685T131
(CUSIP Number of Class of Securities)
Mr. Ioannis Zafirakis
Pendelis 16, Palaio Faliro
Athens, Greece J3, 175 64
30-210-947-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
|
Philip Richter Warren de Wied Colum Weiden Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York, 10004 (212) 859-8000 |
Edward S. Horton Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 (212) 574-1200 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. | |
| ¨ | issuer tender offer subject to Rule 13e-4. | |
| ¨ | going-private transaction subject to Rule 13e-3. | |
| x | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 15 (this “Amendment”) to the Schedule 13D filed by Diana Shipping Inc. (the Parent of the Offeror), on July 17, 2025 (and amended on July 31, 2025, September 30, 2025, November 24, 2025, January 13, 2026, January 16, 2026, March 10, 2026, March 23, 2026, April 13, 2026, May 4, 2026, May 7, 2026, May 12, 2026, May 18, 2026, May 19, 2026, and May 27, 2026) in respect of the Common Shares of the Company.
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CUSIP No. Y2685T131
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| 1 | NAMES OF REPORTING PERSONS Diana Shipping Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x | ||
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 6,264,548.0 |
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| 8 | SHARED VOTING POWER 0.0 |
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| 9 | SOLE DISPOSITIVE POWER 6,264,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%1 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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1 All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.
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CUSIP No. Y2685T131
| ||||
| 1 | NAMES OF REPORTING PERSONS 4 Dragon Merger Sub Inc. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x | ||
| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0.0 |
||
| 8 | SHARED VOTING POWER 0.0 |
|||
| 9 | SOLE DISPOSITIVE POWER 6,264,548.0 |
|||
| 10 | SHARED DISPOSITIVE POWER 0.0 |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%2 |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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2 All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.
This Amendment No. 6 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on May 4, 2026 (as it may be further amended or supplemented from time to time, the “Schedule TO”), with respect to the cash tender offer (the “Offer”) made by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (“Purchaser”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“Diana”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “Common Shares”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“Genco”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $24.80 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase or the Schedule TO, as applicable. You should read this Amendment togethesr with the Schedule TO and the Offer to Purchase.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 28, 2026
| DIANA SHIPPING INC. | ||
| By: | /s/ Ioannis Zafirakis | |
| Name: | Ioannis Zafirakis | |
| Title: | President | |
| 4 DRAGON MERGER SUB INC. | ||
| By: | /s/ Ioannis Zafirakis | |
| Name: | Ioannis Zafirakis | |
| Title: | Secretary | |
Exhibit (a)(5)(I)
‘We put our money where our mouth is’: Paliou doubles down on Genco bid
Diana Shipping and Star Bulk CEOs say they are the only game in town for Genco shareholders
TradeWinds
By Harry Papachristou
28 May 2026
As the clock ticks down to an 18 June showdown at a Genco shareholders meeting, Greek owners Semiramis Paliou and Petros Pappas have raised the stakes in a campaign to install a new board at the New York company.
Diana became Genco Shipping & Trading’s single biggest shareholder late last year and followed up with two offers to buy the entire US-listed company.
After Genco’s board under chief executive John Wobensmith rejected both offers, an acrimonious litany of claims and counter-claims followed, with both sides trying to woo shareholders.
In an interview with TradeWinds before Diana filed a third and higher bid at $24.80 per share on Wednesday, Diana CEO Paliou and Star Bulk CEO Pappas aimed to cut through the back-and-forth, stating that Diana’s offer is the only game in town for Genco shareholders.
A formal tender offer submitted directly to Genco shareholders to buy their stock, which runs in parallel with the proxy board fight, highlights how serious Diana is about the bid, Paliou said.
“It shows we’re there and nobody else is,” Diana’s principal added.
Star Bulk Carriers, which backs Diana with a pledge to acquire 16 of Genco’s 45 ships if a takeover is consummated, points to the lack of a higher counter-bid from any third party to prove the point.
“The offer has been on the table for more than six months now, and nobody else has come forward to propose even 50 cents more,” Pappas said.
According to Paliou, it has been difficult for Diana to contemplate paying more, because of what it describes as a refusal by Genco’s board to meaningfully engage in negotiations.
Diana has said in proxy fight materials submitted that there “hasn’t been one phone call or meeting to discuss how a transaction could work for all parties”.
“We’re not out to claim that Genco’s management is bad, but their decision not to sit down at the table is the worst possible,” Paliou told TradeWinds.
Genco’s board, which said late on Wednesday that it is reviewing Diana’s third proposal, has dismissed the accusation of previous failure to engage.
According to Genco’s proxy materials, management “responded” after “thoroughly reviewing” Diana’s proposals, with the “assistance of external advisers”.
The materials Genco filed in relation to Diana’s previous $23.50 proposal said the bid “significantly undervalues” Genco; was “not in the best interest” of its shareholders; was “highly conditional”; and had “considerable execution risks”.
Paliou and Pappas, however, reject Genco’s argument that Diana is trying to acquire the New York owner on the cheap by making an offer below its current net asset value.
Apart from citing several recent dry bulk mergers that took place below NAV, Diana believes that Genco shares have been trading above NAV only because of Diana’s offer, not as a result of any intrinsically superior strategy by Genco’s management.
According to a Diana presentation, Genco’s price-to-NAV ratio shot up only after Diana disclosed that it was holding a considerable stake in the company.
“It’s like we’re assuming that Genco suddenly became the world’s best shipping manager over the past few months,” Paliou said.
Genco, however, has dismissed Diana’s argument, saying its presentation is based on “skewed” data.
Earlier this month, to prove its conviction that Genco’s current share price is “inflated”, Diana sold some stock above the $23.50 per share that it was then offering and said it would reinvest the share sale gains in the financing of the intended acquisition.
“We put our money where our mouth is,” said Paliou.
Diana also dismisses Genco’s arguments about the poor quality of Diana’s management, pointing to the $1.433bn in bank financing it has secured for its acquisition plan from major shipping banks led by DNB Carnegie and Nordea.
“They would have hardly entrusted this kind of money to an untrustworthy company,” Paliou said.
She keeps her options open as to what she will do with Diana’s Genco stake of more than 14% if her bid to unseat its management fails.
“The optimal, and in my view most likely, scenario is that we won’t get to a proxy fight on 18 June at all — it will be clear by then anyway who’s winning,” she told TradeWinds.
Much may ride on the position that influential proxy shareholding-advisory service ISS takes.
Other major Genco shareholders are the investment arm of Singapore-based shipping firm Berge Bulk, US private equity giant BlackRock and investment firm Dimensional Fund Advisors.
Exhibit (a)(5)(J)
Paliou and Pappas explain M&A interest in Genco
Consolidation is part of the dry bulk business, but it has a ceiling, say the heads of Star Bulk and Diana Shipping
TradeWinds
By Harry Papachristou
28 May 2026
Semiramis Paliou’s bid to buy Genco Shipping & Trading is motivated by a desire to make Diana the second-biggest New York-listed dry bulk company.
“Consolidation is part of our business,” Paliou said in an interview with TradeWinds in Athens alongside ally Petros Pappas of Star Bulk Carriers.
“It’s about getting more visibility, liquidity and economies of scale.”
Diana Shipping, which has been listed in New York since 2005, has 38 bulkers.
The decision to sell 16 of Genco’s ships to Star Bulk — if a Genco deal goes through — is not just designed to add a cash component to the transaction’s funding but also to avoid over-extending Diana’s future fleet.
“The object was to find ourselves with a much bigger fleet at a size we can digest,” Paliou said.
Responding to criticism that the $470.5m price Star Bulk will pay for the 16 Genco vessels does not reflect their current value, the two Greek allies said the issue is their own concern.
“Even if we gave the ships to Mr Pappas for free, Genco shareholders would still get their full value,” Paliou said.
Pappas said Star Bulk is particularly attracted by the capesize and ultramax component of the 16 ships that it has provisionally agreed to buy.
“After acquiring Eagle Bulk, we grew much in supramaxes but fell a little behind on capes,” he said.
“This increases the share of capes in our fleet, and we like the ultramaxes as well, which have been doing very well over the past few years and whose addition would be very positive for Star Bulk.”
Consolidation, however, has a ceiling, which is why Pappas and Paliou say they do not see a point in a merger between them.
“Economies of scale work only up to a point — a management team can’t properly look after 200 ships,” said Pappas.
Star Bulk itself would already have a fleet of that size, had it not culled about 50 older vessels on the secondhand market over the past few years.
“I can understand very well what Diana is doing — with 70 ships, they would reach a very good, core fleet,” Pappas said.