Diana Shipping Inc SC TO-I, filed Dec 2, 2024

Diana Shipping Inc. (DSX)

SC TO-I 2024-12-02

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Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

(a)	(a)(1)(A)*	Offer to Purchase dated December 2, 2024.

	(a)(1)(B)*	Letter of Transmittal.

	(a)(1)(C)*	Notice of Guaranteed Delivery.

	(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated December 2, 2024.

	(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated December 2, 2024.

	(a)(1)(F)*	Press Release dated December 2, 2024.

	(a)(2)	Not Applicable.

	(a)(3)	Not Applicable.

	(a)(4)	Not Applicable.

	(a)(5)	Not Applicable.

	(b)	Not Applicable.

	(d)(1)	Amended and Restated Stockholders Rights Agreement dated February 2, 2024, incorporated by reference to Exhibit 4.1 to the Company's Form 8-A12B/A filed on February 2, 2024.

	(d)(2)	Not Applicable.

	(g)	Not Applicable.

	(h)	Not Applicable.

b)	Not Applicable.

c)	Filing Fee Table.*


Diana Shipping, Inc.

By:		/s/ Semiramis Paliou
		Name: Semiramis Paliou
		Title: Director and Chief Executive Officer

		Dated: December 2, 2024

SUMMARY TERM SHEET		ii
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS		vi
INTRODUCTION		1
THE OFFER		3
1.	Terms of the Offer	6
2.	Purpose of the Offer; Certain Effects of the Offer; Other Plans	9
3.	Procedures for Tendering Shares	10
4.	Withdrawal Rights	10
5.	Purchase of Shares and Payment of Purchase Price	11
6.	Conditions of the Offer	11
7.	Price Range of the Shares	13
8.	Source and Amount of Funds	13
9.	Information About Diana Shipping Inc.	14
10.	Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	20
11.	Effects of the Offer on the Market for Shares; Registration under the Exchange Act	21
12.	Legal Matters; Regulatory Approvals	22
13.	Certain Material U.S. Federal Income Tax Consequences of the Offer.	22
14.	Extension of the Offer; Termination; Amendment	27
15.	Fees and Expenses	27
16.	Miscellaneous	28

	•	The closing price of our common stock on the New York Stock Exchange shall not on any business day prior to (and including the date of) the Expiration Time be more than 10% below the closing price of our common stock on November 29, 2024.
	•	The Dow Jones Industrial Average, the New York Stock Exchange Composite Index, the NASDAQ Composite Index or the S&P 500 Composite Index shall not close on any business day prior to (and including the date of) the Expiration Time more than 10% below its respective close on November 29, 2024.
	•	No legal action shall have been instituted, threatened, or been pending that challenges the Offer or seeks to impose limitations on our ability (or that of any affiliate of ours) to acquire or hold or to exercise full rights of ownership of the shares.
	•	No commencement or escalation of war, armed hostilities or other similar national or international calamity, shall have occurred during the Offer.
	•	No one shall have proposed, announced or made a tender or exchange offer (other than this Offer), merger, business combination or other similar transaction involving us or any of our subsidiaries.
	•	No one (including certain groups) shall have acquired or proposed to acquire beneficial ownership of more than 5% of our shares, other than any person who was a holder of more than 5% of our shares as of the date of this Offer to Purchase.
	•	No material adverse change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership shall have occurred.
	•	We shall have determined that there is not a reasonable likelihood that the consummation of the Offer and the purchase of shares pursuant to the Offer will cause our common stock to be subject to delisting from the NYSE (this determination shall be made by us).

	•	If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and request that the nominee tender your shares for you.
	•	If you hold certificates in your own name, you must complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to Computershare Trust Company, N.A., the Depositary for the Offer.
	•	If you are an institution participating in the book-entry transfer facility (as defined herein), you must tender your shares according to the procedure for book-entry transfer described in Section 3.
	•	If you are unable to deliver the certificates for the shares or the other required documents to the Depositary or you cannot comply with the procedure for book-entry transfer within the required time, you must comply with the guaranteed delivery procedure outlined in Section 3.

	•	increase the price to be paid for shares above $2.00 per share or decrease the price to be paid for shares below $2.00 per share;
	•	increase the number of shares being sought in the Offer to exceed a total of 15,000,000 shares; or
	•	decrease the number of shares being sought in the Offer; and
	•	the Offer is scheduled to expire at any time earlier than the expiration of a period ending at the end of the day, 12:00 Midnight, Eastern Time, on the tenth business day (as defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in the manner specified in Section 14:

	•	any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;
	•	any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;
	•	any change in our present board of directors or management or any plans or proposals to change the number or the term of directors (except that we may fill any existing vacancies on the board and vacancies arising on the board in the future);
	•	any material change in our present dividend rate or policy, indebtedness, capitalization, our corporate structure or our business;
	•	any class of our equity securities ceasing to be authorized to be listed on the NYSE;
	•	the termination of registration under Section 12(g) of the Exchange Act of any class of our equity securities;
	•	the suspension of our obligation to file reports under the Exchange Act;

	•	the acquisition or disposition by any person of our securities; or

	•	any changes to our charter, bylaws, or other governing instruments or other actions that could impede the acquisition of control of our company.

	•	a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an “agent’s message” (see “-Book-Entry Transfer” below), and any other required documents; and
	•	either certificates representing the tendered shares or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer we describe below, a book-entry confirmation of that delivery (see “Book-Entry Transfer” below); or

	•	the “registered holder(s)” of those shares signs the Letter of Transmittal and has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” in the Letter of Transmittal; or
	•	those shares are tendered for the account of an “eligible institution.”

	•	your tender is made by or through an eligible institution;
	•	a properly completed and duly executed Notice of Guaranteed Delivery, in the form we have provided, is received by the Depositary, as provided below, prior to the Expiration Time; and

	•	be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and
	•	specify the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.

	•	certificates for shares, or a timely book-entry confirmation of the deposit of shares into the Depositary's account at the book-entry transfer facility,
	•	a properly completed and duly executed Letter of Transmittal, or, in the case of a book-entry transfer, an agent's message, and
	•	any other required documents.

•	any general suspension of trading in, or the imposition of any general trading curb or general minimum or maximum price limits on prices for, trading in securities on any U.S. national securities exchange or in the over-the-counter market;
•	the commencement of any war, armed hostilities or other international calamity, including any act of terrorism, on or after the date of this Offer to Purchase, in or involving the United States, or the material escalation of any such armed hostilities which had commenced before the date of this Offer to Purchase, in each case which is reasonably likely to have a material adverse effect on the Company or on the Company’s ability to complete the Offer;
•	the closing price of our common stock on the New York Stock Exchange is, on any business day prior to (and including the date of) the Expiration Time, more than 10% below the closing price of our common stock on November 29, 2024;
•	the Dow Jones Industrial Average, the New York Stock Exchange Composite Index, the NASDAQ Composite Index or the S&P 500 Composite Index closes, on any business day prior to (including the date of) the Expiration Time more than 10% below its respective close on November 29, 2024;
•	in the case of any of the foregoing existing at the time of the commencement of the Offer, in our reasonable judgment, a material acceleration or worsening thereof;
•	any change (or condition, event or development involving a prospective change) has occurred in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates, taken as a whole, that, in our reasonable judgment, does or is reasonably likely to have a materially adverse effect on us or any of our subsidiaries or affiliates, taken as a whole, or we have become aware of any fact that, in our reasonable judgment, does or is reasonably likely to have a material adverse effect on the value of the shares;
•	legislation amending the Internal Revenue Code of 1986, as amended (the “Code”), has been passed by either the U.S. House of Representatives or the Senate or becomes pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the Offer in any manner that would adversely affect us or any of our affiliates;
•	there has been threatened in writing, instituted, or pending any action, proceeding, application or counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or any other person or tribunal, domestic or foreign, which:
	o	challenges or seeks to challenge, restrain, prohibit or delay the making of the Offer, the acquisition by us of the shares in the Offer, or any other matter relating to the Offer, or seeks to obtain any material damages or otherwise relating to the transactions contemplated by the Offer;
	o	seeks to make the purchase of, or payment for, some or all of the shares pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the shares;
	o		otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates, taken as a whole, or the value of the shares;

	High		Low
First Quarter	$	3.20	$	2.85
Second Quarter		3.20		2.78
Third Quarter		2.93		2.20
Fourth Quarter*¹		2.54		1.74

	High		Low
First Quarter	$	4.73	$	3.51
Second Quarter		4.17		3.51
Third Quarter		3.95		3.38
Fourth Quarter		3.50		2.88

•	any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment;
	o	indicates that any approval or other action of any such court, agency or authority may be required in connection with the Offer or the purchase of shares thereunder;
	o	could reasonably be expected to prohibit, restrict or delay consummation of the Offer; or
	o	otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses or results of operations of us or any of our subsidiaries or affiliates, taken as a whole;

	o	any entity, “group” (as that term is used in Section 13(d) (3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise;
	o	any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before November 29, 2024, has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of an additional 1% or more of our outstanding shares;
	o	any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer has not been obtained on terms satisfactory to us in our reasonable discretion; or
•	we determine that the consummation of the Offer and the purchase of the shares is reasonably likely to cause the shares to be subject to delisting from the NYSE.

	High		Low
First Quarter	$	5.41	$	3.42
Second Quarter		6.54		4.52
Third Quarter		6.21		3.61
Fourth Quarter		4.50		3.36

Name	Age	Position
Semiramis Paliou	50	Class III Director and Chief Executive Officer
Simeon Palios	83	Class I Director and Chairman
Anastasios Margaronis	69	Class I Director and President
Ioannis Zafirakis	53	Class I Director, Chief Financial Officer, Chief Strategy Officer, Treasurer and Secretary
Konstantinos Psaltis	86	Class II Director
Kyriacos Riris	75	Class II Director
Apostolos Kontoyannis	75	Class III Director
Konstantinos Fotiadis	74	Class III Director
Eleftherios Papatrifon	54	Class II Director
Simon Frank Peter Morecroft	65	Class II Director
Jane Sih Ho Chao	48	Class I Director
Maria Dede	52	Chief Accounting Officer
Margarita Veniou	46	Chief Corporate Development, Governance & Communications Officer
Maria Christina Tsemani	46	Chief People Officer

Identity of Person or Group	Number of Shares Owned		Percent of Class* (%)
Semiramis Paliou (1)		24,061,117		18.38
Anastasios Margaronis (2)		12,272,608		9.58
Sea Trade Holdings Inc. (3)		19,165,545		15.3
F. Laeisz GmbH (4)		6,305,426		5.0
All other officers and directors as a group (5)		12,392,711		9.9

(1)	Mrs. Semiramis Paliou indirectly may be deemed to beneficially own 18.38% beneficially owned through Tuscany Shipping Corp., or Tuscany, and through 4 Sweet Dreams S.A., as the result of her ability to control the vote and disposition of such entities.
(2)	Mr. Anastasios Margaronis, our President and a member of our board of directors may be deemed to beneficially own 9.58% beneficially owned through Anamar Investments Inc. and ESX Investments Inc. as the result of his ability to control the vote and disposition of such entities.
(3)	This information is derived from a Schedule 13G/A filed with the SEC on February 12, 2024, adjusting the percentage figure based on the common shares issued and outstanding as of the date of this report.
(4)	This information is derived from a Schedule 13G filed with the SEC on October 18, 2024, adjusting the percentage figure based on the common shares issued and outstanding as of the date of this report.
(5)	Ms. Semiramis Paliou and Mr. Anastasios Margaronis are our only directors or officers that beneficially own 5% or more of our outstanding common stock. Mr. Ioannis Zafirakis may be deemed to beneficially own 3,126,960 shares, or 2.48% of our outstanding common stock, beneficially owned through Abra Marinvest Inc.; and Mr. Simeon Palios may be deemed to beneficially own 5,079,911 shares, or 4.02% of our outstanding common stock, beneficially owned through Taracan Investments S.A. and Limon Compania Financiera S.A. All other officers and directors each own less than 1% of our outstanding common stock.

	•	at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
	•	at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

	•	the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common stock;
	•	the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and
	•	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

	•	fails to provide an accurate taxpayer identification number;
	•	is notified by the IRS that backup withholding is required; or
	•	fails in certain circumstances to comply with applicable certification requirements.

By First Class Mail:	By Overnight Courier:

Computershare Trust Company, N.A.	Computershare Trust Company, N.A.
Attn: Corporate Actions	Attn: Corporate Actions
P.O. Box 43011	150 Royall St., Suite V
Providence, Rhode Island 02940-3011	Canton, Massachusetts 02021

By First Class Mail:	By Registered Mail or Overnight Courier:

Computershare Trust Company, N.A.	Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer	Attn: Corporate Actions Voluntary Offer
P.O. Box 40311	150 Royall St, Suite V
Providence RI 02940-3011	Canton MA 02021

Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections		Shares of Common Stock Tendered (Attach Additional Signed List if Necessary)
		Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered**




*	Need not be completed if shares are tendered by book-entry transfer.

☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
Account Number:
Transaction Code Number:
☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTO-COPY OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owners(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:

Issue:		☐	Check	☐	Certificate(s) to:
Name
	(Please Print)
Address
	(Include Zip Code)

	(Taxpayer Identification or Social Security Number) (See IRS Form W-9 Included Herewith or attach applicable IRS Form W-8) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 6, 7 and 8)

Name
	(Please Print)
Capacity (full title)
Address
	(Include Zip Code)
Daytime Area Code and Telephone Number:
Taxpayer Identification or Social Security Number:

Authorized Signature:
Name(s):
	(Please Print)
Name of Firm:
Title:
Address:
	(Include Zip Code)

By First Class Mail:	By Email transmission: For Eligible Institutions Only:	By Registered Mail or Overnight Courier:
Computershare Trust Company, N.A.	CANOTICEOFGUARANTEE@computershare.com	Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer		Attn: Corporate Actions Voluntary Offer
P.O. Box 43011		150 Royall St, Suite V
Providence, RI 02940-3011		Canton, MA 02021

Name of Firm:
Authorized Signature:
Name:
	(Please Type or Print)
Title:
Address:
Zip Code:
Area Code and Telephone Number:
Dated: