Diana Shipping Inc SC TO-I/A, filed Aug 17, 2021
Diana Shipping Inc. (DSX)
SC TO-I/A
2021-08-17
View Original
Added on
October 15, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
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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Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 3,333,333 shares of common stock at the tender offer price of
$4.50 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 $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 July 16, 2021.
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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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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:
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third party tender offer subject to Rule 14d-1.
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⌧
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issuer tender offer subject to Rule 13e-4.
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going private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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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:
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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. 1 (this "Amendment No. 1") 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 July 16, 2021. The Schedule TO relates
to the offer by the Company to purchase up to 3,333,333 shares of its common stock, par value of $0.01 per share (the "common stock"), at a price of $4.50 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 July 16, 2021 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal").
Except as otherwise set forth in this Amendment No. 1, 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. 1. 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. 1
together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
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 August 17, 2021, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 P.M.,
Eastern Time, on August 16, 2021. A copy of such press release is filed as Exhibit (a)(1)(J) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
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(a)(1)(A)*
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Offer to Purchase dated July 16, 2021.
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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 July 16, 2021.
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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 July 16, 2021.
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(a)(1)(F)*
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Press Release dated July 16, 2021.
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(a)(1)(G)**
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Press Release dated August 17, 2021.
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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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Not Applicable.
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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.
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: August 17, 2021
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DIANA SHIPPING INC.
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By:
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/s/ Semiramis Paliou
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Name:
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Semiramis Paliou
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Title:
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Director and Chief Executive Officer
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EXHIBIT INDEX
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(a)(1)(A)*
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(a)(1)(B)*
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(a)(1)(C)*
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(a)(1)(D)*
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(a)(1)(E)*
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(a)(1)(F)*
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(a)(1)(G)**
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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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(d)(2)
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Not Applicable.
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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.
Exhibit (a)(1)(G)
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Corporate Contact:
Ioannis Zafirakis
Director, Chief Financial Officer, Chief Strategy Officer, Treasurer and Secretary
Telephone: + 30-210-9470-100
Email: izafirakis@dianashippinginc.com
Website: www.dianashippinginc.com
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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 PRELIMINARY RESULTS OF SELF TENDER OFFER FOR SHARES OF COMMON STOCK
ATHENS, GREECE, August 17, 2021 - Diana Shipping Inc. (NYSE: DSX) (the “Company”), a global
shipping company specializing in the ownership of dry bulk vessels, today announced the preliminary results of its tender offer to purchase up to 3,333,333 shares of its common stock, par value $0.01 per share, at a price of $4.50 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 August 16, 2021.
Based on a preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, the total number of shares
tendered in the tender offer was 6,304,388.4812 shares. In addition, there were 989,231 shares tendered pursuant to the guaranteed delivery procedure described in the tender offer documents. Because the preliminary information received from the
depositary indicates that the tender offer was oversubscribed, it is expected that the number of shares that the Company will purchase from each tendering shareholder will be prorated so that the Company purchases a total of 3,333,333 shares in the
tender offer for an aggregate purchase price of approximately $15 million.
The number of shares of common stock expected to be purchased by the Company, the aggregate purchase price for the shares, and the
proration factor are preliminary and subject to final confirmation by the depositary and the proper delivery of shares tendered, including shares tendered pursuant to the guaranteed delivery procedure. The final results of the tender offer, including
the final proration factor, will be announced promptly following completion of the confirmation process. Payment for shares of common stock accepted for purchase by the Company will be made in accordance with the terms of the tender offer promptly
following final confirmation of the number of shares tendered and the final proration factor, and taking into account adjustments to avoid purchases of fractional shares. Certificates for all shares tendered and not purchased, including shares not
purchased due to proration will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the shares to the tendering
pursuant to the terms of the tender offer.
If shareholders have any questions, please call our information agent, Georgeson LLC, by telephone, toll free at (800) 248-7690.
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 tender 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 tender 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 tender offer. Shareholders and investors who have questions or need assistance may call Georgeson LLC, the information agent
for the tender 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
This press release, including the information we incorporate by reference, include "forward-looking statements," as defined by U.S.
federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend,"
"plan," "targets," "projects," "likely," "will," "would," "could" and similar expressions or phrases may identify forward-looking statements.
All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the
expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.
The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management’s examination of historical operating trends, data contained in its records and other data available from third parties. Although Diana Shipping Inc. (the “Company”) believes that these
assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
Such statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.
The Company is making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in its view, could cause actual
results to differ materially from those discussed in the forward-looking statements include, but are not limited to (i) the outcome of the tender offer, (ii) the strength of world economies, (iii) fluctuations in currencies and interest rates, (iv)
general market conditions, including fluctuations in charter hire rates and vessel values, (v) changes in demand in the dry-bulk shipping industry, (vi) changes in the supply of vessels, including when caused by new newbuilding vessel orders or
changes to or terminations of existing orders, and vessel scrapping levels, (vii) changes in the Company's operating expenses, including bunker prices, crew costs, drydocking and insurance costs, (viii) the Company’s future operating or financial
results, (ix) availability of financing and refinancing and changes to the Company’s financial condition and liquidity, including the Company’s ability, (x) to pay amounts that it owes and obtain additional financing to fund capital expenditures,
acquisitions and other general corporate activities and the Company’s ability to obtain financing and comply with the restrictions and other covenants in the Company’s financing arrangements, (xi) changes in governmental rules and regulations or
actions taken by regulatory authorities, (xii) potential liability from pending or future litigation, (xiii) compliance with governmental, tax, environmental and safety regulation, any non-compliance with the U.S. Foreign Corrupt Practices Act of
1977 (FCPA) or other applicable regulations relating to bribery, (xiv) the impact of the discontinuance of LIBOR after 2021 on interest rates of any of the Company’s debt that reference LIBOR, (xv) the failure of counter parties to fully perform
their contracts with the Company, (xvi) the Company’s dependence on key personnel, (xvii) adequacy of insurance coverage, (xviii) the volatility of the price of the Company’s common shares, (xix) the Company’s incorporation under the laws of the
Marshall Islands and the different rights to relief that may be available compared to other countries, including the United States, (xx) general domestic and international political conditions or labor disruptions, (xxi) acts by terrorists or acts of
piracy on ocean-going vessels, (xxii) the length and severity of the recent novel coronavirus (COVID-19) outbreak and its impact in the dry-bulk shipping industry, (xxiii) potential disruption of shipping routes due to accidents or political events,
and (xiv) other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the SEC, and the New York Stock Exchange, or the NYSE.
We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current
conditions, expected future developments and other factors we believe are appropriate in the circumstances. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur.