Diana Shipping Inc SC TO-I/A, filed Jan 21, 2021
Diana Shipping Inc. (DSX)
SC TO-I/A
2021-01-21
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 $0.01 per share
(Title of Class of Securities)
Y2066G104
(CUSIP Number of Class of Securities)
Mr. Ioannis Zafirakis
Diana Shipping Inc.
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
Tel: + 30-210-9470-100
(Name, address and telephone number of person authorized to receive notices
and communication on behalf of Filing Persons)
Copy to:
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Edward S. Horton, Esq.
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Seward & Kissel LLP
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One Battery Park Plaza
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New York, New York 10004
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of
Filing Fee**
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$
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15,000,000.00
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$
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1,636.50
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*
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Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 6,000,000 shares of common stock at the tender offer price of $2.50 per share.
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**
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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 $109.10 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 December 15, 2020 and the Schedule TO-I/A on January 13, 2021.
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◻
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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
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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◻
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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)
◻ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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 by Diana Shipping Inc., a Marshall Islands corporation ("Diana Shipping" or the "Company"), on December 15, 2020. The Schedule TO relates to the offer by the Company to purchase up
to 6,000,000 shares of its common stock, par value of $0.01 per share (the "common stock"), at a price of $2.50 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 December 15, 2020 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal").
The purpose of this Amendment No. 3 is to amend and supplement the Schedule TO, the Offer to Purchase and the Letter of Transmittal to reflect an amendment to the Offer to
Purchase and the Letter of Transmittal to extend the expiration date from January 27, 2021 to January 28, 2021.
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, as amended or supplemented. You should read this Amendment No. 3 together with the Schedule TO, the
Offer to Purchase and the Letter of Transmittal.
Items 1 through 11.
Items 1 through 11 are hereby amended and supplemented as follows:
Each reference to "January 27, 2021" in the Offer to Purchase and Letter of Transmittal is hereby amended by replacing it with "January 28, 2021".
Item 12. Exhibits.
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(a)(1)(A)*
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Offer to Purchase dated December 15, 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 December 15, 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 December 15, 2020.
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(a)(1)(F)*
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Press Release dated December 15, 2020.
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(a)(1)(G)*
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Press Release dated December 22, 2020.
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(a)(1)(H)*
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Press Release dated January 13, 2021.
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(a)(1)(I)**
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Press Release dated January 21, 2021.
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| (a)(2) |
Not Applicable.
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| (a)(3) |
Not Applicable.
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| (a)(4) |
Not Applicable.
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| (a)(5) |
Not Applicable.
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| (b) |
Not Applicable.
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| (d)(1) |
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) |
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) |
Not Applicable.
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| (h) |
Not Applicable.
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_____________________
* Previously filed.
** Filed herewith.
Item 13. Information Required by Schedule 13E-3.
Not Applicable.
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: January 21, 2021
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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
| (a)(1)(A)* |
| (a)(1)(B)* |
| (a)(1)(C)* |
| (a)(1)(D)* |
| (a)(1)(E)* |
| (a)(1)(F)* |
| (a)(1)(G)* |
| (a)(1)(H)* |
| (a)(1)(I)** |
| (a)(2) |
Not Applicable.
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| (a)(3) |
Not Applicable.
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| (a)(4) |
Not Applicable.
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| (a)(5) |
Not Applicable.
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| (b) |
Not Applicable.
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| (d)(1) |
| (d)(2) |
| (g) |
Not Applicable.
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| (h) |
Not Applicable.
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________________________
* Previously filed.
** Filed herewith.
Exhibit (a)(1)(I)
Corporate Contact:
Ioannis Zafirakis
Director, Interim Chief Financial Officer,
Chief Strategy Officer, Treasurer and Secretary
Telephone: + 30-210-9470-100
Email: izafirakis@dianashippinginc.com
Website: www.dianashippinginc.com
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
DIANA SHIPPING INC. ANNOUNCES EXTENSION OF EXPIRATION DATE FOR PREVIOUSLY ANNOUNCED TENDER OFFER
ATHENS, GREECE, January 21, 2021 - Diana Shipping Inc. (NYSE: DSX) (the "Company"), a global shipping company specializing in the ownership of dry bulk vessels, today announced that it is extending
its previously announced cash tender offer (the “Tender Offer”) to purchase up to 6,000,000 shares of its outstanding common stock at a purchase price of $2.50 per share. As extended, the Tender Offer, the proration period and withdrawal rights
will now expire at 5:00 p.m., Eastern Time, on Thursday, January 28, 2021, unless further extended or earlier terminated.
Stockholders who have previously validly tendered and not withdrawn their shares do not need to re-tender their shares or take any other action in response to this amendment and if such shares are
not withdrawn prior to the Expiration Date will receive the $2.50 purchase price for their shares. All other terms and conditions of the Tender Offer are set forth in the Company's "Offer to Purchase" and "Letter of Transmittal", each dated
December 15, 2020, as amended on December 22, 2020, and January 13, 2021 and the other related materials that the Company distributed to stockholders, which were filed with the Securities and Exchange Commission ("SEC") as exhibits to the Company's
Schedule TO on December 15, 2020 (as amended by Amendments No. 1 and 2 to the Schedule TO dated December 22, 2020 and January 13, 2021).
About the Company
Diana Shipping Inc. 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.
Certain Information Regarding the Tender Offer
The information in this press release describing Diana Shipping Inc.’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell
shares of Diana Shipping Inc.’s common stock in the tender offer. The Offer is being made only pursuant to the Offer to Purchase and the related materials that Diana Shipping Inc. is distributing to its shareholders, as they may be amended or
supplemented. Shareholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Offer. Shareholders of Diana Shipping
Inc. may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Diana Shipping Inc. is filing with the Securities and Exchange Commission from the Securities and Exchange Commission’s website
at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from Georgeson LLC, the information agent for the tender offer, toll free at (800) 248-7690. Shareholders are urged to carefully read all of these materials prior
to making any decision with respect to the Offer. Shareholders and investors who have questions or need assistance may call Georgeson LLC, the information agent for the Offer, toll free at (800) 248-7690. Parties outside the U.S. can reach the
information agent at +1-781-575-2137.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements
in order to encourage companies to provide prospective information about their business. 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 Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe
harbor legislation. 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, 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 severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations, personnel, and on the demand for seaborne transportation of bulk
products; 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.