Form SC TO-T/A GENCO SHIPPING & TRADING Filed by: DIANA SHIPPING INC.
UNITED STATES
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. 5)
Genco Shipping & Trading Limited
(Name of Subject Company (Issuer))
4 Dragon Merger Sub Inc.
(Offeror)
a direct wholly owned subsidiary of
Diana Shipping Inc.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
Y2685T131
(CUSIP Number of Class of Securities)
Mr. Ioannis Zafirakis
Pendelis 16, Palaio Faliro
Athens, Greece J3, 175 64
30-210-947-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
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Philip Richter Warren de Wied Colum Weiden Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York, 10004 (212) 859-8000 |
Edward S. Horton Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 (212) 574-1200 |
| ¨ | 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:
| x | 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. | |
| x | 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) |
As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 14 (this “Amendment”) to the Schedule 13D filed by Diana Shipping Inc. (the Parent of the Offeror), on July 17, 2025 (and amended on July 31, 2025, September 30, 2025, November 24, 2025, January 13, 2026, January 16, 2026, March 10, 2026, March 23, 2026, April 13, 2026, May 4, 2026, May 7, 2026, May 12, 2026, May 18, 2026, and May 19, 2026) in respect of the Common Shares of the Company.
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CUSIP No. Y2685T131
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| 1 | NAMES OF REPORTING PERSONS Diana Shipping Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x | ||
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 6,264,548.0 |
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| 8 | SHARED VOTING POWER 0.0 |
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| 9 | SOLE DISPOSITIVE POWER 6,264,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%1 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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CUSIP No. Y2685T131
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| 1 | NAMES OF REPORTING PERSONS 4 Dragon Merger Sub Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x | ||
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0.0 |
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| 8 | SHARED VOTING POWER 0.0 |
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| 9 | SOLE DISPOSITIVE POWER 6,264,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%2 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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1 All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.
2 All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.
This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on May 4, 2026 (as it may be further amended or supplemented from time to time, the “Schedule TO”), with respect to the cash tender offer (the “Offer”) made by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (“Purchaser”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“Diana”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “Common Shares”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“Genco”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase or the Schedule TO, as applicable. You should read this Amendment together with the Schedule TO and the Offer to Purchase.
ITEMS 1 THROUGH 9 AND ITEM 11.
| (1) | Extension of Offer. The Offer to Purchase, Letter of Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Items 1 through 9 and Item 11 of the Schedule TO, in each case to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: |
The Offer was scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on June 26, 2026, unless further extended. As of May 27, 2026, 38 Shares, representing less than 1% of the outstanding Genco Shares, had been validly tendered into the Offer and not validly withdrawn.
All references to the scheduled expiration of the Offer being “5:00 p.m., New York City time, on June 2, 2026” set forth in the Offer to Purchase, the Letter of Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees are hereby amended and replaced with “5:00 p.m., New York City time, on June 26, 2026.”
| (2) | Offer Price. |
| (a) | The Offer to Purchase, Letter of Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Items 1 through 9 and Item 11 of the Schedule TO, in each case to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: |
On May 27, 2026, Diana increased the Offer Price from $23.50 per Share to $24.80 per Share, net to the seller in cash, without interest and less any required withholding taxes. All references to the Offer Price (previously $23.50 per Share) are hereby amended and replaced with price of $24.80 per Share.
| (b) | The section of the Offer to Purchase under the heading “Summary Term Sheet” and items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by deleting the paragraph under the heading “What will I receive for my Shares?” and adding the following paragraph in its place: |
“You will receive $24.80 in cash, less any applicable withholding taxes and without interest, for each Share you validly tender and do not withdraw before the expiration of the Offer. Shareholders are encouraged to obtain current market quotations for the Shares prior to making any decision with respect to the Offer.”
| (3) | The section of the Offer to Purchase entitled “Background of the Offer; Other Transactions with Genco” and items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph at the end of the section: |
“On May 27, 2026, Diana issued a press release announcing (a) an extension of the Expiration Date of the Offer to 5:00 p.m., New York City time, on June 26, 2026, unless further extended, and (b) the increase in the Offer Price from $23.50 per Share to $24.80 per Share, net to the seller in cash, without interest and less any required withholding taxes. In connection with the issuance of such press release, on May 27, 2026 Diana published a slide presentation highlighting its increased offer price.”
| (4) | The section of the Offer to Purchase entitled “Dividends and Distributions” and items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by deleting the penultimate paragraph, including the first bullet point thereof, and adding the following paragraph and first bullet point in its place: |
“If, on or after May 26, 2026, Genco declares, sets aside, makes or pays any dividend on the Shares or makes any other distribution (including the issuance of additional shares of capital stock pursuant to a stock dividend or stock split, the issuance of other securities or the issuance of rights for the purchase of any securities) with respect to the Shares that is payable or distributable to shareholders of record on a date prior to the transfer to the name of Diana or the Purchaser or their nominees or transferees on Genco’s stock transfer records of the Shares tendered pursuant to the Offer, then, without prejudice to Diana’s and the Purchaser’s rights under “The Offer — Section 1 — Terms of the Offer” and “The Offer — Section 14 — Conditions of the Offer”:
| · | to the extent any such dividend or distribution is payable in cash, the Offer Price per Share payable by the Purchaser pursuant to the Offer will be reduced by the amount per Share of the cash portion of any such dividend or distribution.” |
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:
| Exhibit No. | Description | |
| (a)(5)(G) | Press Release of Diana Shipping Inc., dated May 27, 2026. | |
| (a)(5)(H) | Slide Presentation, dated May 27, 2026. | |
| 107 | Filing Fee Table. |
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.
Dated: May 27, 2026
| DIANA SHIPPING INC. | ||
| By: | /s/ Ioannis Zafirakis | |
| Name: | Ioannis Zafirakis | |
| Title: | President | |
| 4 DRAGON MERGER SUB INC. | ||
| By: | /s/ Ioannis Zafirakis | |
| Name: | Ioannis Zafirakis | |
| Title: | Secretary | |
ATTACHMENTS / EXHIBITS