Genco Shipping & Trading Ltd SC 14D9/A, filed Jun 29, 2026
Genco Shipping & Trading Ltd (GNK)
SC 14D9/A
2026-06-29
View Original
Added on
October 21, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 19)
GENCO SHIPPING & TRADING LIMITED
(Name of Subject Company)
GENCO SHIPPING & TRADING LIMITED
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2685T131
(CUSIP Number of Class of Securities)
Peter Allen
Chief Financial Officer
299 Park Avenue, 12th Floor
New York, New York 10171
(646) 443-8550
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)
With copies to:
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Kai H.E. Liekefett
Reuben Zaramian
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-8744
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Thomas E. Molner
J. Michael Mayerfeld
Herbert Smith Freehills Kramer (US) LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100
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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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Introduction
This Amendment No. 19 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Genco
Shipping & Trading Limited, a Marshall Islands corporation (“Genco” or the “Company”), with the Securities and Exchange Commission on May 15, 2026. The Statement relates to the unsolicited tender offer by Diana Shipping Inc., a Marshall Islands
corporation (“Diana”) and 4 Dragon Merger Sub Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Diana, to purchase all of the issued and outstanding shares of common stock of Genco, par value $0.01 per share, and the
associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share, for $24.80 per share in cash, without interest and less any required withholding taxes. Except as otherwise set forth in this Amendment, the information
set forth in the Statement remains unchanged.
The Statement is hereby amended and supplemented as follows:
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Exhibits
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The following exhibits are filed with this Statement:
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Exhibit No.
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Description
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Statement, issued by Genco on June 29, 2026.
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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: June 29, 2026
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GENCO SHIPPING & TRADING LIMITED
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By:
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/s/ Peter Allen |
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Peter Allen
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Chief Financial Officer
(Principal Financial Officer)
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Exhibit (a)(65)
Genco Shipping & Trading Limited Responds to Diana Shipping Extending its Inadequate $24.80 Unsolicited Tender Offer
Diana’s $24.80 Tender Offer Continues to Undervalue Genco and its Assets and
Fails to Provide a Control Premium
NEW YORK, June 29, 2026 -- Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused
on the global transportation of commodities, today issued the following statement regarding Diana Shipping Inc.’s (“Diana”) extension of its inadequate tender offer to acquire all outstanding common shares of Genco not already owned by Diana for
$24.80 per share in cash:
Diana’s press release this morning represents yet more gamesmanship and an attempt to confuse Genco shareholders. The press release touts a
cash and stock offer, but the tender offer Diana is extending is only for $24.80 per share in cash. We caution Genco shareholders not to be misled.
With respect to the $24.80 tender offer, it is perplexing that this is still being offered, as it is even below Diana’s subsequent non-binding
indicative proposal announced on June 17, 2026 to acquire all outstanding common shares of Genco not already owned by Diana for consideration consisting of $24.80 per share in cash and one Diana share.
Our Board previously reviewed and unanimously rejected the $24.80 tender offer, determining that it continued to meaningfully undervalue the Company
and its assets, remained well below Genco’s net asset value (NAV) and did not include any control premium. More recently, at Genco’s 2026 Annual Meeting of Shareholders, shareholders overwhelmingly supported the Board by voting to re-elect all six
of Genco’s director nominees and in accordance with the Board’s recommendations for all other ballot items.
We continue to recommend shareholders not tender their shares into Diana’s inadequate $24.80 tender offer and protect the upside of their Genco
investment.
We are executing our Comprehensive Value Strategy, which is delivering compelling and growing dividends and superior value to shareholders. Based on
our firm fixtures to date and assuming the current FFA curve, our dividend formula would produce a Q2 dividend of $0.70 per share, a 367% increase year-over-year. Assuming
the current forward freight rate curve for the balance of the year, our dividend formula would produce a total dividend of $2.50 per share in 2026.1
1 2026 projections are based on our fixtures to date and assumes the forward freight agreement (FFA) curve for the balance of the year. For further details
of the calculation of operating cash flow and our assumptions and qualifications, including estimated expenses and utilization rates, please see p. 39 of our Q1 2026 earnings presentation at https://investors.gencoshipping.com/overview/default.aspx.
With respect to the nonbinding proposal made to the Board on June 17, 2026, our Board is in the process of reviewing the proposal in consultation with
its financial and legal advisors. We will address this offer in due course.
The Board is committed to maximizing shareholder value and will continue taking actions that it believes are in the best interests of all Genco
shareholders.
Diana has not filed an amended tender offer statement for a tender offer at an increased price. As the Company has previously stated publicly, until such time
as Diana does, Genco will not amend its Solicitation/Recommendation Statement on Schedule 14D-9 to take a position in respect of such non-binding indicative proposal.
Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco.
Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport
key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and
Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of 12.6 years and an aggregate capacity of
approximately 4,935,000 dwt.
Forward-Looking Statements
This communication contains statements that may constitute forward-looking statements. These statements include, but are not limited to: statements related to
the Company’s views and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management or the Company’s Board for future operations and activities; any statements
concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on the
Company and its financial performance; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words
such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial
performance. These forward-looking statements are based on our management’s current expectations and observations.
Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are
the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to
recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under
our dividend policy; and (v) other factors listed from time to time in our filings with the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q.
Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of
Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash
flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking statements included in this communication represent the Company’s views as of
the date of this communication and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by
federal securities laws. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this communication.
Important Information for Investors and Shareholders
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC (available here). Any solicitation/recommendation statement filed by the Company that is required to be
mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9,
any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no
charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter
Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Investor Contact
Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550
Media Contact
Leon Berman
IGB Group
(212) 477-8438
lberman@igbir.com