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. 15)
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 |
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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:
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x |
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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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:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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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. 24 (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, May 19, 2026, May 27, 2026, May 28, 2026, June 1, 2026, June 2, 2026, June 4, 2026, June 8, 2026, June 11, 2026, June 12,
2026, June 15, 2026, and June 16, 2026) (collectively, as amended, the “Current Schedule 13D”) in respect of the Common Shares
of the Company. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Current Schedule
13D. This Amendment amends the disclosure in the text of Items 3, 4 and 6 of the Current Schedule 13D to update information about the
Reporting Person.
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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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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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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.
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CUSIP No. Y2685T131
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| 1 |
NAMES OF REPORTING PERSONS
4 Dragon Merger Sub Inc. |
|
| 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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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.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of
the Current Schedule 13D is hereby amended and supplemented to add the following:
The information
set forth in Item 4 of this Amendment is incorporated herein by reference.
| Item 4. | Purpose of Transaction |
Item 4 of the Current
Schedule 13D is hereby amended and supplemented to add the following:
On June 17, 2026,
the Reporting Persons submitted a revised proposal (the “June Offer Letter”) to the board of directors of the Issuer to acquire
all of the issued and outstanding Common Shares not already owned by the Reporting Persons for $27.34 in total implied value per share,
comprised of $24.80 in cash plus one share of common stock of Diana, with the implied value based
on the volume-weighted average price per Diana share for the 30 days ended on June 16, 2026 of $2.54 (the “Proposed Transaction”).
This revised offer
represents:
- a 53% premium
to the closing price of the Shares on November 21, 2025, the last trading day before the Reporting Persons’ initial acquisition
proposal;
- a 6% premium to
the Issuer’s net asset value (“NAV”) per Share based on vessel valuations provided by VesselsValue; and
- a 16% premium
to the closing price of the Shares of $23.51 on June 16, 2026.
A copy of the June
Offer Letter is attached hereto as Exhibit (a)(5)(T) and is incorporated herein by reference.
The June Offer Letter
is non-binding, and no agreement, arrangement, or understanding between the Reporting Persons and the Issuer relating to the June Offer
Letter, the Proposed Transaction, or any other transaction currently exists or will be created until such time as a definitive agreement
has been executed and delivered. The Reporting Persons may at any time amend, pursue, or choose not to pursue the Proposed Transaction;
change the terms of the Proposed Transaction, including the price or the conditions of the Proposed Transaction; or take action to facilitate
or increase the likelihood of consummation of the Proposed Transaction.
The Proposed Transaction
would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including an extraordinary
corporate transaction involving the Issuer, a change in the present board of directors or management of the Issuer, the termination of
the registration of the Shares under the Securities Act of 1934, and the delisting of a class of securities of the Issuer from the New
York Stock Exchange. The Reporting Persons may, at any time and from time to time, formulate other plans or proposals regarding the Issuer
and the Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
In connection with
the submission of the June Offer Letter to the Issuer, the Reporting Persons issued the Press Release attached hereto as Exhibit (a)(5)(U),
which is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer |
Item 6 of
the Current Schedule 13D is hereby amended and supplemented to add the following:
The information
set forth in Item 4 of this Amendment is incorporated herein by reference.
This Amendment No.
15 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 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 $24.80 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.
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 June 17, 2026, Diana submitted a revised
proposal to the Genco Board to acquire all of the issued and outstanding Common Shares not already owned by Diana for $27.34 in total
implied value per share, comprised of $24.80 in cash plus one share of common stock of Diana, with the
implied value based on the volume-weighted average price per Diana share for the 30 days ended on June 16, 2026 of $2.54 (the “June
Offer Letter”). The June Offer Letter requested the Genco Board delay the Annual Meeting of Genco Shareholders scheduled for June
18, 2026 to allow the Genco Board to engage with Diana and for Genco shareholders to have sufficient time to properly evaluate this revised
proposal.
Diana intends to prepare and file with the SEC
a registration statement on Form F-4 with respect to the shares of Diana that are the subject of the revised proposal. The revised proposal
is subject to the effectiveness of this registration statement.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following Exhibits:
| Exhibit No. |
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Description |
| (a)(5)(T) |
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Offer Letter of Diana Shipping Inc. dated June 17, 2026. |
| (a)(5)(U) |
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Press Release of Diana Shipping Inc. dated June 17, 2026. |
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: June 17, 2026
| DIANA SHIPPING INC. |
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| By: |
/s/ Ioannis Zafirakis |
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| Name: |
Ioannis Zafirakis |
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| Title: |
President |
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| 4 DRAGON MERGER SUB INC. |
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| By: |
/s/ Ioannis Zafirakis |
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| Name: |
Ioannis Zafirakis |
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| Title: |
Secretary |
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