Diana Shipping Inc SC TO-T, filed May 4, 2026

Diana Shipping Inc. (DSX)

SC TO-T 2026-05-04

View Original

Added on October 15, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

CUSIP No. Y2685T131
1	NAMES OF REPORTING PERSONS Diana Shipping Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)☐ (b)☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK
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 6,413,151.0
	8	SHARED VOTING POWER 0.0
	9	SOLE DISPOSITIVE POWER 6,413,151.0
	10	SHARED DISPOSITIVE POWER 0.0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,413,151.0
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) 14.8%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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)☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
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 6,413,151.0
	10	SHARED DISPOSITIVE POWER 0.0

	Item 12.			Exhibits.
	(a)(1)(A)			Offer to Purchase, dated May 4, 2026.
	(a)(1)(B)			Form of Letter of Transmittal.
	(a)(1)(C)			Form of Notice of Guaranteed Delivery.
	(a)(1)(D)			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(E)			Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(F)			Summary Advertisement, published in The New York Times, dated May 4, 2026.
	(a)(5)(A)			Press Release of Diana Shipping Inc., dated May 4, 2026.
	(b)			Commitment letter, dated as of March 6, 2026, by and among Diana Shipping Inc., DNB (UK) Limited, Nordea Bank Abp, filial i Norge, BNP Paribas S.A., Danske Bank A/S, Deutsche Bank AG, and Standard Chartered Bank (incorporated herein by reference to Exhibit J to Amendment No. 6 to the statement on Schedule 13D filed by Diana with the SEC on March 10, 2026).
	(d)			Not applicable.
	(g)			Not applicable.
	(h)			Not applicable.
	107			Filing Fee Table.

	Index No.
	(a)(1)(A)			Offer to Purchase, dated May 4, 2026.
	(a)(1)(B)			Form of Letter of Transmittal.
	(a)(1)(C)			Form of Notice of Guaranteed Delivery.
	(a)(1)(D)			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(E)			Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(F)			Summary Advertisement, published in The New York Times, dated May 4, 2026.
	(a)(5)(A)			Press Release of Diana Shipping Inc., dated May 4, 2026.
	(b)			Commitment letter, dated as of March 6, 2026, by and among Diana Shipping Inc., DNB (UK) Limited, Nordea Bank Abp, filial i Norge, BNP Paribas S.A., Danske Bank A/S, Deutsche Bank AG, and Standard Chartered Bank (incorporated herein by reference to Exhibit J to Amendment No. 6 to the statement on Schedule 13D filed by Diana with the SEC on March 10, 2026).
	(d)			Not applicable.
	(g)			Not applicable.
	(h)			Not applicable.
	107			Filing Fee Table.

	Page
SUMMARY TERM SHEET		6
INTRODUCTION		16
THE OFFER		19
1 Terms of the Offer		19
2 Acceptance for Payment and Payment for Shares		20
3 Procedure for Tendering Shares		21
4 Withdrawal Rights		24
5 Certain U.S. Federal Income Tax Consequences		24
6 Price Range of Shares; Dividends		27
7 Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations		29
8 Certain Information Concerning Genco		30
9 Certain Information Concerning Diana and the Purchaser		30
10 Source and Amount of Funds		32
11 Background of the Offer; Other Transactions with Genco		33
12. Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger		36
13 Dividends and Distributions		38
14 Conditions of the Offer		39
15 Certain Legal Matters; Regulatory Approvals; Appraisal Rights		41
16 Legal Proceedings		43
17 Fees and Expenses		43
18 Miscellaneous		44
SCHEDULE I: DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER		I-1
SCHEDULE II: DIRECTORS AND EXECUTIVE OFFICERS OF DIANA		II-1
ANNEX A		A-1

Term			Diana/Genco Merger Agreement
Structure			Acquisition of all outstanding Shares of Genco
Consideration			$23.50 per Share in cash
Financing			No financing condition
Conditions to Diana’s Obligations to Close			No law or order enacted or issued by any governmental authority preventing, restraining or prohibiting the merger; accuracy of Genco’s representations and warranties, subject to certain materiality and Material Adverse Effect qualifications; Genco’s material compliance with covenants; absence of Material Adverse Effect on Genco
Outside Date			6-month anniversary of the date of the Diana/Genco Merger Agreement
Genco Termination Fee			3.0% of equity value (approximately $31.2 million), payable by Genco upon, among other things, termination to accept a Superior Proposal

	High			Low
Fiscal Year Ending December 31, 2024
First Quarter		$	21.23		$	15.66
Second Quarter		$	23.43		$	19.93
Third Quarter		$	22.18		$	16.28
Fourth Quarter		$	19.36		$	13.51
Fiscal Year Ending December 31, 2025
First Quarter		$	14.99		$	13.08
Second Quarter		$	14.75		$	11.20
Third Quarter		$	19.60		$	12.98
Fourth Quarter		$	19.46		$	15.55
Fiscal Year Ending December 31, 2026
First Quarter		$	24.81		$	18.00

	Amount Per Common Share
Fiscal Year Ending December 31, 2024
First Quarter		$	0.41
Second Quarter		$	0.42
Third Quarter		$	0.34
Fourth Quarter		$	0.40
Fiscal Year Ending December 31, 2025
First Quarter		$	0.30
Second Quarter		$	0.15
Third Quarter		$	0.15
Fourth Quarter		$	0.15
Fiscal Year Ending December 31, 2026
First Quarter		$	0.50

Name	Citizenship	Present Principal Occupation and 5-Year Employment History
Semiramis Paliou	Greece	Semiramis Paliou has served as a Director of Diana Shipping Inc. since March 2015, and Diana’s Chief Executive Officer, Chairperson of the Executive Committee and member of the Sustainability Committee since March 2021. Ms. Paliou has been the Chief Executive Officer of Diana Shipping Services S.A. since March 2021. From October 2019 until February 2021, Ms. Paliou served as Deputy Chief Executive Officer of Diana. She also served as member of the Executive Committee and the Chief Operating Officer of Genco from August 2018 until February 2021.
Simeon Palios	Greece	Simeon P. Palios has served as the Chairman of the Board of Directors of Diana Shipping Inc. since February 2005 and a Director of Diana since March 1999. He served as Diana’s Chief Executive Officer from February 2005 until February 2021. Until December 2025, Mr. Palios also served as the President of Diana Shipping Services S.A. which was formed in 1986.
Ioannis Zafirakis	Greece	Ioannis Zafirakis has served as a Director of Diana Shipping Inc. since February 2005. Mr. Zafirakis is the President of Diana since January 2026. He is also member of the Executive Committee of Diana. Mr. Zafirakis has held various executive positions such as the Secretary of Diana, Co-Chief Financial Officer, Treasurer, Chief Strategy Officer, Company’s Chief Financial Officer, Chief Operating Officer, Executive Vice-President and Vice-President. He is the Managing Director of Diana Shipping Services S.A. since January 2026. Mr. Zafirakis served as the Chief Strategy Officer and Co-Chief Financial Officer of Diana Shipping Services S.A. since January 2025. Prior to this, he was Diana’s Chief Financial Officer from March 2020 (Interim Financial Officer until February 2021) and held the positions of Director and Treasurer. Also, he served as the President, Secretary and Interim Chief Financial Officer of OceanPal Inc. (NASDAQ: SVRN) from November 2021 to April 2023. Mr. Zafirakis, currently also acts as Director, President, Secretary and Treasurer, for Sea Transportation Inc.

Name	Citizenship	Title	Present Principal Occupation and 5-Year Employment History
Semiramis Paliou	Greece	Chief Executive Officer and Director	Semiramis Paliou is the Chief Executive Officer of Diana. For biographical information see under “Directors” above.
Simeon Palios	Greece	Chairman and Director	Simeon Palios is the Chairman of Diana. For biographical information see under “Directors” above.
Ioannis Zafirakis	Greece	President and Director	Ioannis Zafirakis is the president of Diana. For biographical information see under “Directors” above.
Maria Dede	Greece	Co-Chief Financial Officer and Treasurer	Maria Dede has served as Co-Chief Financial Officer (Operations Finance) of Diana Shipping Inc. since January 2025 and, effective January 1, 2026, also holds the position of Treasurer. Prior to these roles, Ms. Dede was the Company’s Chief Accounting Officer from September 2005. Additionally, she has been Co-Chief Financial Officer of Diana Shipping Services S.A. since January 2025, having previously served as the company’s Finance Manager and Chief Accounting Officer of the Company.
Evangelos Sfakiotakis	Greece	Chief Technical Investment Officer	Evangelos Sfakiotakis has served as the Chief Technical Investment Officer of Diana Shipping Inc. since January 2026. Mr. Sfakiotakis is also the Chief Operating Officer of Diana Shipping Services S.A. since September 2022. Before joining Diana Shipping Services S.A. in 2022, he served as Chief Operating Officer of Pavimar S.A.
Maria-Christina Tsemani	Greece	Chief People & Culture Officer	Maria-Christina Tsemani has served as the Company’s Chief People Officer since July 2022 and, as of January 2026, as Chief People & Culture Officer. Ms. Tsemani also serves as HR Manager of Diana Shipping Services S.A., a position she has held since October 2020.

	Page
Article I DEFINITIONS
Section 1.1 Definitions		A-1
Article II THE MERGER
Section 2.1 Merger		A-8
Section 2.2 Effect of the Merger		A-8
Section 2.3 Closing; Effective Time		A-8
Section 2.4 Organizational Documents; Directors and Officers		A-9
Article III EFFECT OF THE MERGER
Section 3.1 Conversion of Shares		A-9
Section 3.2 Closing of the Company’s Transfer Books		A-9
Section 3.3 Exchange Procedures		A-10
Section 3.4 Company Equity Awards		A-11
Section 3.5 Further Action		A-12
Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 4.1 Organization and Good Standing; Subsidiaries		A-12
Section 4.2 Authority		A-13
Section 4.3 Capital Structure		A-13
Section 4.4 No Conflict; Required Filings and Consents		A-14
Section 4.5 Permits; Compliance With Law		A-15
Section 4.6 SEC Filings		A-16
Section 4.7 Financial Statements; No Undisclosed Liabilities		A-16
Section 4.8 Disclosure Documents		A-17
Section 4.9 Absence of Certain Changes or Events		A-17
Section 4.10 Employee Benefit Plans		A-17
Section 4.11 Absence of Labor Dispute		A-18
Section 4.12 Material Contracts		A-18
Section 4.13 Litigation		A-19
Section 4.14 Environmental Matters		A-20
Section 4.15 Intellectual Property		A-20
Section 4.16 Property		A-21
Section 4.17 Vessels; Maritime Matters		A-21
Section 4.18 Taxes		A-22
Section 4.19 Insurance		A-23
Section 4.20 Opinion of Financial Advisor		A-23
Section 4.21 Takeover Statutes		A-23
Section 4.22 Required Shareholder Vote		A-23
Section 4.23 Brokers		A-23
Section 4.24 No Other Representations or Warranties		A-24
Article V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Section 5.1 Organization and Good Standing; Subsidiaries		A-24
Section 5.2 Authority		A-25

	Page
Section 5.3 No Conflict; Required Filings and Consents		A-25
Section 5.4 Permits; Compliance With Law		A-26
Section 5.5 SEC Filings		A-26
Section 5.6 Financial Statements; No Undisclosed Liabilities		A-27
Section 5.7 Disclosure Documents		A-27
Section 5.8 Absence of Certain Changes or Events		A-27
Section 5.9 Financing		A-28
Section 5.10 Litigation		A-29
Section 5.11 Ownership of Company Shares		A-29
Section 5.12 Vote/Approval Required		A-29
Section 5.13 Brokers		A-29
Section 5.14 Ownership of Merger Sub; No Prior Activities		A-29
Section 5.15 No Other Representations or Warranties		A-29
Article VI COVENANTS AND AGREEMENTS
Section 6.1 Conduct of Business by the Company		A-30
Section 6.2 Conduct of Business by Parent.		A-32
Section 6.3 Access to Information		A-33
Section 6.4 Notification of Certain Matters; Transaction Litigation		A-33
Section 6.5 Proxy Statement; Company Shareholder Meeting		A-34
Section 6.6 No Solicitation; Change in Recommendation		A-35
Section 6.7 Reasonable Best Efforts; Third Party Consents		A-38
Section 6.8 Employee Matters		A-39
Section 6.9 Public Announcements		A-39
Section 6.10 Directors’ and Officers’ Indemnification and Insurance		A-40
Section 6.11 Merger Sub		A-41
Section 6.12 Section 16 Matters		A-41
Section 6.13 Debt Financing		A-41
Section 6.14 Voting of Shares		A-45
Section 6.15 Takeover Statutes		A-45
Section 6.16 Resignation of Directors		A-46
Section 6.17 Stock Exchange Delisting		A-46
Section 6.18 Payoff of Company Funded Debt		A-46
Article VII CONDITIONS
Section 7.1 Conditions to the Obligations of Each Party		A-46
Section 7.2 Conditions to the Obligations of Parent and Merger Sub		A-46
Section 7.3 Conditions to the Obligations of the Company		A-47
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
Section 8.1 Termination		A-48
Section 8.2 Effect of Termination		A-49
Section 8.3 Expenses; Fees		A-49
Section 8.4 Amendment		A-50
Section 8.5 Waiver		A-51

	Name of Tendering Stockholder:
	Window Ticket Number (if any) or DTC Participant Number:
	Date of Execution of Notice of Guaranteed Delivery
	Name of Institution which Guaranteed Delivery

	Name of Tendering Institution:
	DTC Participant Number:
	Transaction Code Number:

		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5, and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price in consideration of Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned or if Shares validly tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.
		Issue:
		☐ Check and/or
		☐ Shares to:
		Name (Please Print)
		Address


		(Include Zip Code)

		(Tax Identification or Social Security Number) (Please additionally complete IRS Form W-9 (attached) or the applicable IRS Form W-8, available at irs.gov)
		☐ Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.
		(DTC Account Number)

		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5, and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price of Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.
		Deliver:
		☐ Check and/or
		☐ Shares to:
		Name (Please Print)
		Address


		(Include Zip Code)

	Page
ARTICLE IX GENERAL PROVISIONS
Section 9.1 Non-Survival of Representations and Warranties		A-51
Section 9.2 Notices		A-51
Section 9.3 Interpretation; Certain Definitions		A-52
Section 9.4 Severability		A-52
Section 9.5 Assignment; Delegation		A-52
Section 9.6 Entire Agreement		A-52
Section 9.7 No Third-Party Beneficiaries		A-52
Section 9.8 Specific Performance		A-53
Section 9.9 Counterparts		A-53
Section 9.10 Governing Law		A-53
Section 9.11 Consent to Jurisdiction		A-53
Section 9.12 WAIVER OF JURY TRIAL		A-54
Section 9.13 Debt Financing Source Provisions		A-54
Section 9.14 No Recourse		A-54

	Name(s):			(Please Print)
	Capacity (Full Title):
	Address:			(Include Zip Code)
	Area Code and Telephone Number:
	Tax Identification or Social Security No.:
	(Please additionally complete IRS Form W-9 (attached) or the applicable IRS Form W-8, available at irs.gov)
	GUARANTEE OF SIGNATURE(S) (For use by Eligible Institutions only; see Instructions 1 and 5)
	Name of Firm:
	Address:			(Include Zip Code)
	Authorized Signature:
	Name:			(Please Print)
	Area Code and Telephone Number
	Dated: , 2026

	Dated:						, 2026
	Number of Shares to be Tendered:						Shares*
	Account Number:
	Capacity**: