Diana Shipping Inc SC TO-I/A, filed Feb 10, 2020
Diana Shipping Inc. (DSX)
SC TO-I/A
2020-02-10
View Original
Added on
October 15, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DIANA SHIPPING INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Common Stock, par value of $0.01 per share
(Title of Class of Securities)
Y2066G104
(CUSIP Number of Class of Securities)
Mr. Ioannis Zafirakis
Diana Shipping Inc.
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
Tel: + 30-210-9470-100
(Name, address and telephone number of person authorized to receive notices
and communication on behalf of Filing Persons)
and communication on behalf of Filing Persons)
Copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
CALCULATION OF REGISTRATION FEE
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Transaction Valuation*
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Amount of
Filing Fee**
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$
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10,000,000.00
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$
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1,298.00
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| * |
Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 3,030,303 shares of common stock at the tender offer price of $3.30 per share.
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| ** |
The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $129.80 for each $1,000,000.00 of the value of the transaction. This fee was
previously paid in connection with the initial filing of the Schedule TO on January 3, 2020.
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| ☐ |
Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
☐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.
☐ 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)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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SCHEDULE TO
This Amendment No. 3 (this "Amendment No. 3") amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and
supplements thereto, the "Schedule TO"), filed with the Securities and Exchange Commission (the "SEC") by Diana Shipping Inc., a Marshall Islands corporation ("Diana Shipping" or the "Company") on January 3, 2020. This Schedule TO relates to the
offer by the Company to purchase up to 3,030,303 shares of its common stock, par value of $0.01 per share (the "common stock"), at a price of $3.30 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated January 3, 2020 (as amended and supplemented, the "Offer to Purchase") and in the related Letter of Transmittal (as may be amended or supplemented, the "Letter of
Transmittal").
Except as otherwise set forth in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to
the extent relevant to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase
and the Letter of Transmittal. All references to the Offer to Puchase in this Amendment No. 3 refer to the Offer to Purchase, as amended by Amendment No. 1 to the Offer to Purchase dated January 3, 2020 and previously filed as Exhibit (a)(1)(A)(i).
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof.
"On February 10, 2020, the Company issued a press release announcing the final results of the tender offer, which expired at 5:00 P.M., Eastern Time, on February
3, 2020. A copy of such press release is filed as Exhibit (a)(1)(H) to this Schedule TO and is incorporated herein by reference."
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
(a)(1)(H)** Press Release Dated February 10, 2020.
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.
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Date: February 10, 2020
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DIANA SHIPPING INC.
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By:
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/s/ Simeon P. Palios
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Name:
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Simeon P. Palios
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Title:
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Director, Chief Executive Officer and Chairman of the Board
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EXHIBIT INDEX
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(a)(1)(A)*
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Offer to Purchase dated January 3, 2020.
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(a)(1)(A)(i)*
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Amendment No. 1 to the Offer to Purchase dated January 3, 2020.
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(a)(1)(B)*
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Letter of Transmittal.
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(a)(1)(C)*
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Notice of Guaranteed Delivery.
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(a)(1)(D)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated January 3, 2020.
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(a)(1)(E)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated January 3, 2020.
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(a)(1)(F)*
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Press Release dated January 3, 2020.
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(a)(1)(G)*
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Press Release dated February 4, 2020.
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(a)(1)(H)**
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Press Release dated February 10, 2020.
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(a)(2)
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Not Applicable.
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(a)(3)
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Not Applicable.
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(a)(4)
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Not Applicable.
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(a)(5)
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Not Applicable.
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(b)
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Not Applicable.
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(d)(1)
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Stockholders Rights Agreement dated January 15, 2016, incorporated by reference to Exhibit 4.1 to the Company's Form 8-A12B/A filed on January 15, 2016.
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(d)(2)
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Bond Terms for the Company's 9.50% senior unsecured callable bond issue 2018/2023, by and between the Company and Nordic Trustee AS, as trustee, dated September 26, 2018, incorporated by
reference to Exhibit d(2) of the Company's Tender Offer on Schedule TO filed on November 21, 2018.
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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________________________
* Previously filed.
** Filed herewith.
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Exhibit (a)(1)(H)
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Corporate Contact:
Ioannis Zafirakis
Director, Chief Strategy Officer and Secretary
Telephone: + 30-210-9470-100
Email: izafirakis@dianashippinginc.com
Website: www.dianashippinginc.com
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For Immediate Release
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Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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DIANA SHIPPING INC. ANNOUNCES FINAL RESULTS OF SELF TENDER OFFER FOR SHARES OF COMMON STOCK
ATHENS, GREECE, February 10, 2020 - Diana Shipping Inc. (NYSE: DSX) (the “Company”), a global shipping company specializing in the ownership of dry bulk
vessels, today announced the final results of its tender offer to purchase up to 3,030,303 shares of its common stock, par value of US$0.01 per share (the "common stock"), at a price of US$3.30 per share, net to the seller in cash, less any
applicable withholding taxes and without interest. The tender offer expired at 5:00 P.M., Eastern Time, on February 3, 2020.
Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, the total number of shares tendered in the tender offer was 17,758,677.2069 shares. Because the
tender offer was oversubscribed, the number of shares that the Company purchased from each tendering shareholder was prorated so that the Company purchased a total of 3,030,303 shares in the tender offer for an aggregate purchase price of
US$10,000,000.
If shareholders have any questions, please call our information agent, Georgeson LLC, by telephone, toll free at (800) 248-7690.
About the Company
The Company is a global provider of shipping transportation services through its ownership of dry bulk vessels. The Company’s vessels are employed primarily on medium to long-term
time charters and transport a range of dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, the Company
management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions
are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or
projections.
In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements
include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in the Company’s operating expenses, including
bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending
or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires and other factors. Please see the Company’s
filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information, future events or otherwise.