SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
DIANA SHIPPING INC.
(Name of Subject Company (Issuer))
DIANA SHIPPING INC.
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, Par Value $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 Communications on Behalf of Filing Person(s))
Copies 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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December 2, 2024
(Date Tender Offer First Published, Sent or Given to Security Holders)
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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 transactions to which this statement relates:
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third-party tender offer subject to Rule 14d-1.
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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. ☐
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
December 2, 2024. The Schedule TO relates to the offer by the Company to purchase up to 15,000,000 shares of its common stock, par value of $0.01 per share (the "common stock"), at a price of $2.00 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 December 2, 2024 (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 January 7, 2025, the Company issued a press release announcing the final
results of the tender offer, which expired at 5:00 P.M., Eastern Time, on December 31, 2024. A copy of such press release is filed as Exhibit (a)(1)(G) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
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(a)
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(a)(1)(A)*
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Offer to Purchase dated December 2, 2024.
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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 December 2, 2024.
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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 December 2, 2024.
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(a)(1)(F)*
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Press Release dated December 2, 2024.
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(a)(1)(G)**
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Press Release dated January 7, 2025.
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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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Amended and Restated Stockholders Rights Agreement dated February 2, 2024, incorporated by reference to Exhibit 4.1 to the Company's Form
8-A12B/A filed on February 2, 2024.
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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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b)
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Not Applicable.
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c)
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Filing Fee Table.*
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Item 13. Information Required by Schedule 13E-3.
Not Applicable.
________________
* Previously filed
** 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.
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Diana Shipping, Inc.
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By:
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/s/ Semiramis Paliou
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Name: Semiramis Paliou
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Title: Director and Chief Executive Officer
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Dated: January 7, 2025
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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
X: @Dianaship
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For Immediate Release
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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 FINAL RESULTS OF SELF TENDER OFFER FOR SHARES OF COMMON STOCK
ATHENS, GREECE, January 7, 2025 - Diana Shipping Inc. (NYSE: DSX) (the “Company”), a global shipping company specializing in the ownership and
bareboat charter-in of dry bulk vessels, today announced the final results of its tender offer to purchase up to 15,000,000 shares of its common stock, par value of US$0.01 per share, at a price of US$2.00 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 31, 2024.
Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, the total number of shares tendered in the
tender offer was 11,442,645 shares. Because the tender offer was undersubscribed, the Company will purchase all validly tendered shares from each tendering shareholder for an aggregate purchase price of US$22,885,290.
If shareholders have any questions, please call our information agent, Georgeson LLC, by telephone, toll free at (800) 248-7690. Parties outside the U.S. can reach the information agent at +1-781-575-2137.
About the Company
Diana Shipping Inc. is a global provider of shipping transportation services through its ownership and bareboat charter-in of
dry bulk vessels. The Company’s vessels are employed primarily on short to medium-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.
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, 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, including risks associated with the continuing conflict between Russia and Ukraine and related
sanctions, potential disruption of shipping routes due to accidents or political events, including the escalation of the conflict in the Middle East, 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.
