0000919574-19-007650.txt : 20191212 0000919574-19-007650.hdr.sgml : 20191212 20191212152954 ACCESSION NUMBER: 0000919574-19-007650 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191212 DATE AS OF CHANGE: 20191212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIANA SHIPPING INC. CENTRAL INDEX KEY: 0001318885 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81513 FILM NUMBER: 191281795 BUSINESS ADDRESS: STREET 1: PENDELIS 16 STREET 2: 175 64 PALAIO FALIRO CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 30-210-947-0100 MAIL ADDRESS: STREET 1: PENDELIS 16 STREET 2: 175 64 PALAIO FALIRO CITY: ATHENS STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIANA SHIPPING INC. CENTRAL INDEX KEY: 0001318885 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: PENDELIS 16 STREET 2: 175 64 PALAIO FALIRO CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 30-210-947-0100 MAIL ADDRESS: STREET 1: PENDELIS 16 STREET 2: 175 64 PALAIO FALIRO CITY: ATHENS STATE: J3 ZIP: 00000 SC TO-I/A 1 d8429937_scto-ia.htm
 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
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:

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

Transaction Valuation*
    
Amount of
Filing Fee**
  
$
10,000,000.00
    
$
1,298.00
  

 
*
Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 2,739,726 shares of common stock at the tender offer price of $3.65 per share.

 
**
The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $129.80 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 November 12, 2019.

 
◻
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.

 
Amount Previously Paid: N/A
Filing Party: N/A
     
 
Form or Registration No.: N/A
Date Filed: N/A

 
◻
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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. 2 (this “Amendment No. 2”) 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 November 12, 2019. The Schedule TO relates to the offer by the Company to purchase up to 2,739,726 shares of its common stock, par value of $0.01 per share (the "common stock"), at a price of $3.65 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 November 12, 2019 (as may be amended or supplemented, the "Offer to Purchase") and in the related Letter of Transmittal (as may be amended or supplemented, the "Letter of Transmittal").
Except as otherwise set forth in this Amendment No. 2, 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. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 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 December 12, 2019, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 P.M., Eastern Time, on December 11, 2019. A copy of such press release is filed as Exhibit (a)(l)(G) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

  (a)(1)(G)**      
Press Release dated December 12, 2019.
 _____________________
** Filed herewith.

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.
Date: December 12, 2019
DIANA SHIPPING INC.

 
By:
 /s/ Simeon P. Palios
 
Name:
 Simeon P. Palios
 
Title:
Director, Chief Executive Officer and Chairman of the Board


EXHIBIT INDEX
(a)(1)(A)*
Offer to Purchase dated November 12, 2019.
(a)(1)(A)(i)*
Amendment No. 1 to the Offer to Purchase dated November 12, 2019.
(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 November 12, 2019.
(a)(1)(E)*
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated November 12, 2019.
(a)(1)(F)*
Press Release dated November 12, 2019.
(a)(1)(G)**
Press Release dated December 12, 2019.
(a)(2)
Not Applicable.
(a)(3)
Not Applicable.
(a)(4)
Not Applicable.
(a)(5)
Not Applicable.
(b)
Not Applicable.
(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.
(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.
(g)
Not Applicable.
(h)
Not Applicable.
________________________
* Previously filed.
** Filed herewith.
 EX-99.(A)(1)(G) 2 d8429937_ex99a-1g.htm

Exhibit (a)(1)(G)


 
Corporate Contact:
Ioannis Zafirakis
Director, Chief Strategy Officer and Secretary
Telephone: + 30-210-9470-100
Email: izafirakis@dianashippinginc.com
Website: www.dianashippinginc.com
For Immediate Release
  
 
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net


DIANA SHIPPING INC. ANNOUNCES PRELIMINARY RESULTS OF SELF TENDER OFFER FOR SHARES OF COMMON STOCK

ATHENS, GREECE, December 12, 2019 - 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 2,739,726 shares of its common stock, par value of US$0.01 per share (the "common stock"), at a price of US$3.65 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 December 11, 2019.

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 12,168,127 shares, including 1,049,092 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 2,739,726 shares in the tender offer for an aggregate purchase price of approximately US$10 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
The Company 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 the Company’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 the Company’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 the Company 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 the Company may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that the Company 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.

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, the 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 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.