SC TO-T/A 1 tm2329283d1_sctota.htm SC TO-T/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

_______________________________________

SCHEDULE TO

 

(RULE 14d-100)

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934 

(Amendment No. 1)

_______________________________________

 

Performance Shipping Inc.

(Name of Subject Company (Issuer)) 

_______________________________________

 

Sphinx Investment Corp.

(Offeror)

 

Maryport Navigation Corp.

(Parent of Offeror)

 

George Economou

(Affiliate of Offeror)

 

(Names of Filing Persons)

_______________________________________

 

Common shares, $0.01 par value

(including the associated Preferred stock purchase rights)
(Title of Class of Securities)

 

Y67305105
(CUSIP Number of Class of Securities)

_______________________________________


Kleanthis Spathias

c/o Levante Services Limited

Leoforos Evagorou 31, 2nd Floor, Office 21

1066 Nicosia, Cyprus

+35 722 010610

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

_______________________________________

 

With a copy to:

 

Richard M. Brand

Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000

_______________________________________

 

¨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 transactions to which the statement relates:

 

xthird-party tender offer subject to Rule 14d-1.
¨issuer tender offer subject to Rule 13e-4.
¨going-private transaction subject to Rule 13e-3.
xamendment 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)

 

 

 

 

 

As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 6 to the Schedule 13D filed by Sphinx Investment Corp. (the “Offeror”), Maryport Navigation Corp. and Mr. George Economou on August 25, 2023 (and amended on August 31, 2023, September 4, 2023, September 15, 2023, and twice on October 11, 2023) in respect of the Common Shares of the Company.

 

CUSIP No. Y67305105    

 
 
  1.

Names of Reporting Persons

Sphinx Investment Corp.

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x
     
  3. SEC Use Only
     
  4.

Source of Funds (See Instructions)

WC

     
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
     
  6.

Citizenship or Place of Organization

Republic of the Marshall Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 7.

Sole Voting Power

0

8.

Shared Voting Power

1,033,859*

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,033,859*

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,033,859*

  12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
  13.

Percent of Class Represented by Amount in Row (11)

8.8%**

  14.

Type of Reporting Person (See Instructions)

CO

           

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 11,734,683 Common Shares stated by the Issuer as being outstanding as at September 29, 2023 in its Report on Form 6-K, filed with the United States Securities and Exchange Commission (the “SEC”) on September 29, 2023 (the “September 29 2023 6-K”).

 

 

  

CUSIP No. Y67305105    

 
 
  1.

Names of Reporting Persons

Maryport Navigation Corp.

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x
     
  3. SEC Use Only
     
  4.

Source of Funds (See Instructions)

AF

     
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
     
  6.

Citizenship or Place of Organization

Liberia

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 7.

Sole Voting Power

0

8.

Shared Voting Power

1,033,859*

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,033,859*

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,033,859*

  12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
  13.

Percent of Class Represented by Amount in Row (11)

8.8%**

  14.

Type of Reporting Person (See Instructions)

CO

           

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 11,734,683 Common Shares stated by the Issuer as being outstanding as at September 29, 2023 in its September 29 2023 6-K.

 

 

 

 

CUSIP No. Y67305105    

 
 
  1.

Names of Reporting Persons

George Economou

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x
     
  3. SEC Use Only
     
  4.

Source of Funds (See Instructions)

AF

     
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
     
  6.

Citizenship or Place of Organization

Greece

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 7.

Sole Voting Power

0

8.

Shared Voting Power

1,033,859*

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,033,859*

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,033,859*

  12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
  13.

Percent of Class Represented by Amount in Row (11)

8.8%**

  14.

Type of Reporting Person (See Instructions)

IN

           

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 11,734,683 Common Shares stated by the Issuer as being outstanding as at September 29, 2023 in its September 29 2023 6-K.

 

 

 

 

SCHEDULE TO

 

This Amendment No. 1 (this “Amendment No. 1”) is filed by the Offeror (as defined below), Maryport (as defined below) and Mr. George Economou and amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2023 (such original Tender Offer Statement on Schedule TO (including any exhibits and annexes attached thereto), the “Original Schedule TO”), and as hereby amended and supplemented (including by the exhibits and annexes hereto), together with any subsequent amendments and supplements thereto, this “Schedule TO”) by Sphinx Investment Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Offeror”), Maryport Navigation Corp., a corporation organized under the laws of the Republic of Liberia that is the direct parent of the Offeror (“Maryport”), and Mr. George Economou, who directly owns Maryport and controls each of the Offeror and Maryport. This Schedule TO relates to the tender offer by the Offeror to purchase all of the issued and outstanding common shares, par value $0.01 per share (the “Common Shares”), of Performance Shipping Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Stockholders’ Rights Agreement, dated as of December 20, 2021, between the Company and Computershare Inc. as Rights Agent (as it may be amended from time to time)), for $3.00 per Share in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in (a) the Amended and Restated Offer to Purchase, dated October 30, 2023, a copy of which is attached as Exhibit (a)(1)(G) (the “Offer to Purchase”), (b) the related revised Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(H) (the “Letter of Transmittal”), and (c) the related revised Notice of Guaranteed Delivery, a copy of which is attached as Exhibit (a)(1)(I) (the “Notice of Guaranteed Delivery”) (which three documents, including any amendments or supplements thereto, collectively constitute the “Offer”).

 

As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 6 to the Schedule 13D filed by the Offeror, Maryport and Mr. Economou on August 25, 2023 (and amended on August 31, 2023, September 4, 2023, September 15, 2023, and twice on October 11, 2023) in respect of the Common Shares.

 

All the information set forth in the Offer to Purchase, including Schedule I and Schedule II thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

 

All information regarding the Offer as set forth in the Original Schedule TO, including all exhibits and annexes thereto that were filed with the Original Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided for herein and in the exhibits and annexes filed herewith.

 

Item 1.Summary Term Sheet. The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

 

Item 2.Subject Company Information.

 

(a)       The name of the subject company is Performance Shipping Inc. The address of its principal executive offices is 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece. Its telephone number is + 30-216-600-2400.

 

(b)       The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction” is incorporated herein by reference.

 

(c)       The information set forth in Section 6 of the Offer to Purchase entitled “Price Range of the Shares; Dividends” is incorporated herein by reference.

 

Item 3.Identity and Background of Filing Person.

 

This Schedule TO is filed by the Offeror, Maryport and George Economou. The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”; Section 8 of the Offer to Purchase entitled “Certain Information Concerning the Offeror”; and Schedule I to the Offer to Purchase is incorporated herein by reference.

 

Item 4.Terms of the Transaction.

 

The information set forth in the Offer to Purchase is incorporated herein by reference.

 

Item 5.Past Contacts, Transactions, Negotiations and Agreements.

 

The information set forth in the section of the Offer to Purchase entitled “Introduction”; Section 8 of the Offer to Purchase entitled “Certain Information Concerning the Offeror”; Section 10 of the Offer to Purchase entitled “Background of the Offer; Past Contacts and Negotiations with the Company”; Section 11 of the Offer to Purchase entitled “Purpose of the Offer; Plans for the Company”; and Section 12 of the Offer to Purchase entitled “Certain Effects of the Offer” is incorporated herein by reference.

 

 

 

 

Item 6.Purposes of the Transaction and Plans or Proposals.

 

The information set forth in the section of the Offer to Purchase entitled “Introduction”; Section 11 of the Offer to Purchase entitled “Purpose of the Offer; Plans for the Company”; and Section 12 of the Offer to Purchase entitled “Certain Effects of the Offer” is incorporated herein by reference.

 

Item 7.Source and Amount of Funds or Other Consideration.

 

The information set forth in Section 9 of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.

 

Item 8.Interest in the Securities of the Subject Company.

 

The information set forth in the section of the Offer to Purchase entitled “Introduction” and Section 8 of the Offer to Purchase entitled “Certain Information Concerning the Offeror” is incorporated herein by reference.

 

Item 9.Persons/Assets, Retained, Employed, Compensated or Used.

 

The information set forth in Section 10 of the Offer to Purchase entitled “Background of the Offer; Past Contacts and Negotiations with the Company”; Section 11 of the Offer to Purchase entitled “Purpose of the Offer; Plans for the Company”; Section 12 of the Offer to Purchase entitled “Certain Effects of the Offer” and Section 16 of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

 

Item 10.Financial Statements.

 

Not applicable. In accordance with Instruction 2 to Item 10 of Schedule TO, the financial statements of the Offeror, Maryport and George Economou are not material because (a) the consideration offered consists solely of cash; (b) the Offer is not subject to any financing condition; and (c) the Offer is for all outstanding securities of the subject class.

 

Item 11.Additional Information.

 

(a)(1) The information set forth in Section 8 of the Offer to Purchase entitled “Certain Information Concerning the Offeror”; Section 10 of the Offer to Purchase entitled “Background of the Offer; Past Contacts and Negotiations with the Company”; and Section 12 of the Offer to Purchase entitled “Certain Effects of the Offer” is incorporated herein by reference.

 

(a)(2), (3) The information set forth in Section 14 of the Offer to Purchase entitled “Conditions of the Offer”, Section 15 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals; Appraisal Rights”, and Section 18 of the Offer to Purchase entitled “Legal Proceedings” is incorporated herein by reference.

 

(a)(4) The information set forth in Section 12 of the Offer to Purchase entitled “Certain Effects of the Offer” is incorporated herein by reference.

 

(a)(5) The information set forth in Section 15 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals; Appraisal Rights” and Section 18 of the Offer to Purchase entitled “Legal Proceedings” is incorporated herein by reference.

 

(c) The information set forth in the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery is incorporated herein by reference.

 

 

 

 

 

Item 12.Exhibits.

  

Exhibit Description 
   
(a)(1)(A) Offer to Purchase*
(a)(1)(B) Form of Letter of Transmittal*
(a)(1)(C) Form of Notice of Guaranteed Delivery*
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*  
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F) Form of Summary Advertisement as published in the New York Times on October 11, 2023  *
(a)(1)(G) Amended and Restated Offer to Purchase**
(a)(1)(H) Form of revised Letter of Transmittal**
(a)(1)(I) Form of revised Notice of Guaranteed Delivery**
(a)(1)(J) Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees**
(a)(1)(K) Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees**
(a)(1)(L) Complaint filed by Sphinx Investment Corp. in the Supreme Court of the State of New York located in the County of New York**
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
107 Filing Fee Table*

 

* Previously filed

 

** Filed herewith

 

Item 13.Information Required by Schedule 13E-3

 

Not applicable.

 

 

 

 

SIGNATURES

 

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: October 30, 2023

  

  SPHINX INVESTMENT CORP.
   
  By: Levante Services Limited
   
  By: /s/ Kleanthis Costa Spathias
  Kleanthis Costa Spathias
  Director
   
  MARYPORT NAVIGATION CORP.
   
  By: Levante Services Limited
   
  By: /s/ Kleanthis Costa Spathias
  Kleanthis Costa Spathias
  Director
   
  George Economou
   
  /s/ George Economou
  George Economou

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description 
     
(a)(1)(A)   Offer to Purchase*
(a)(1)(B)   Form of Letter of Transmittal*
(a)(1)(C)   Form of Notice of Guaranteed Delivery*
(a)(1)(D)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*  
(a)(1)(E)   Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)   Form of Summary Advertisement as published in the New York Times on October 11, 2023  *
(a)(1)(G)   Amended and Restated Offer to Purchase**
(a)(1)(H)   Form of revised Letter of Transmittal**
(a)(1)(I)   Form of revised Notice of Guaranteed Delivery**
(a)(1)(J)   Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees**
(a)(1)(K)   Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees**
(a)(1)(L)   Complaint filed by Sphinx Investment Corp. in the Supreme Court of the State of New York located in the County of New York**
(b)   Not applicable.
(d)   Not applicable.
(g)   Not applicable.
(h)   Not applicable.
107   Filing Fee Table*

 

* Previously filed

 

** Filed herewith