Genco Shipping & Trading Ltd SC 14D9/A, filed Jul 23, 2026
Genco Shipping & Trading Ltd (GNK)
SC 14D9/A
2026-07-23
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. 22)
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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J. Michael Mayerfeld
Randal D. Murdock
Herbert Smith Freehills Kramer (US) LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100
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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. 22 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 July 23, 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: July 23, 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
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(Principal Financial Officer)
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Exhibit (a)(68)
Genco Shipping & Trading Limited Board of Directors Provides Update on Review of Diana Shipping’s Revised, Non-Binding Indicative
Proposal
Genco’s Advisors Engaged with Diana’s Advisors as Part of the Board’s Ongoing Review
Genco’s Board is Committed to Maximizing Shareholder Value
NEW YORK, July 23, 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 provided an update on its Board of Directors’ review of the revised, non-binding indicative proposal of Diana Shipping Inc. (“Diana”) 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.
The Company issued the following statement:
Genco’s Board is committed to maximizing
shareholder value. Our Board, with the assistance of its external financial and legal advisors, continues to conduct a thorough review of Diana’s indicative,
non-binding proposal. As part of this review, Genco’s advisors have engaged with Diana’s advisors on multiple occasions in recent weeks to discuss the price, terms and structure of Diana’s proposal and to assess whether a transaction that fully
and fairly compensates Genco shareholders could be achieved.
As the Board continues its review of Diana’s proposal, it is evaluating several important factors, such as:
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Whether the proposal fully reflects the underlying value of Genco’s assets
(NAV) and includes an appropriate control premium commensurate with Genco’s sizeable, industry‑leading platform in a rising market.
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The value of one Diana share.
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Diana has ascribed a $2.54 value to the stock consideration;
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Diana’s closing stock price on June 16, the day prior to announcing its revised proposal, was $2.30;
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Diana’s closing stock price on July 22 was $2.20;
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The proposed new share issuance in connection with the transaction may result in substantial dilution of Diana’s current outstanding shares that could lead to a materially lower share price, reducing the consideration received by Genco
shareholders; and
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Diana’s proposed subsequent sale of 16 Genco vessels to Star Bulk at below market prices could negatively impact the value of Diana shares.
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The cash consideration and impact of upcoming Genco dividends. Diana’s offer states that the $24.80 per share cash component of the offer is to be reduced by dividends declared, including Genco’s Q2 2026 dividend expected to be
announced in early August.
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Genco shareholders are well-positioned to continue benefiting from the meaningful progress we are making by executing our
Comprehensive Value Strategy and delivering strong returns.
We have grown our assets, reduced our debt, lowered breakeven levels and increased our earnings and dividend capacity. We expect to continue
driving compelling and growing dividends and returns for shareholders in a strengthening drybulk market.
Our Board will provide a formal response to the proposal in due course and will continue to act in the best interests of all Genco
shareholders.
Reject Diana’s Separate $24.80 Per Share Tender Offer
Genco’s Board also continues to strongly recommend that shareholders protect their investment and upside potential by not tendering their
shares into Diana’s inadequate $24.80 per share tender offer. This separate offer does not include a share of Diana stock, as Diana’s revised, non-binding indicative
proposal does.
Shareholders should not be misled, and those who have already tendered their shares can withdraw them at any time prior to the expiration of
the tender offer.
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