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. 17)
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:
|
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:
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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. 25 (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, June 16, 2026, June
17, 2026 and June 18, 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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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
|
| 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
|
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
MARSHALL ISLANDS |
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER
0.0 |
|
| 8 |
SHARED VOTING POWER
0.0 |
|
| 9 |
SOLE DISPOSITIVE POWER
6,264,548.0 |
|
| 10 |
SHARED DISPOSITIVE POWER
0.0 |
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,264,548.0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%2 |
|
| 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.
This
Amendment No. 17 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 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. On June 17, 2026, Diana submitted a revised proposal to the Board of Directors of Genco 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.
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) | 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 26, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on July
10, 2026, unless further extended. As of 5:00 p.m., New York City time, on June 26, 2026, 10,583,484 Shares, representing 28.4% of the
outstanding Shares beneficially owned by shareholders other than Diana (and 24.3% of all outstanding 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 26, 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 July 10, 2026.”
| (2) | 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 29, 2026, Diana issued
a press release announcing an extension of the Expiration Date of the Offer to 5:00 p.m., New York City time, on July 10, 2026, unless
further extended.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following Exhibit:
| Exhibit No. |
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Description |
| (a)(5)(W) |
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Press Release of Diana Shipping Inc. dated June 29, 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 29, 2026
| DIANA
SHIPPING INC. |
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| By: |
/s/
Ioannis Zafirakis |
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| Name: |
Ioannis
Zafirakis |
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| Title:
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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:
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Secretary |
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