UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Amendment No.
2)
Tender Offer
Statement Under Section 14(d)(1) or 13(e)(1)
of the
Securities Exchange Act of 1934
DIANA SHIPPING
INC.
(Name of Subject Company (Issuer)
and Name of Filing Person (Offeror))
Common Stock, par value of $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 communication on behalf of
Filing Persons)
Copy 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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CALCULATION OF
FILING FEE
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Transaction
Valuation*
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Amount of
Filing
Fee**
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*
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Estimated for purposes of
calculating the amount of the filing fee only, this amount is based
on the purchase of 6,000,000 shares of common stock at the tender
offer price of $2.50 per share.
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**
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The Amount of Filing Fee,
calculated in accordance with Rule 0-11(b) of the Securities
Exchange Act of 1934, as amended, equals $109.10 for each
$1,000,000.00 of the value of the transaction.
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⌧
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Check the box if any part of the
filing fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Amount Previously Paid:
$1,309.20
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Filing Party: Diana Shipping
Inc.
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Form or Registration No.:
Schedule TO
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Date Filed: December 15,
2020
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◻
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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 transaction to which the
statement relates:
◻
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.
◻
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)
SCHEDULE
TO
This Amendment
No. 2 (this "Amendment No. 2") 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 15, 2020. The Schedule TO relates to the offer by the
Company to purchase up to 6,000,000 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
15, 2020 (the "Offer to Purchase") and in the related Letter of
Transmittal (the "Letter of Transmittal").
The purpose of
this Amendment No. 2 is to amend and supplement the Schedule TO,
the Offer to Purchase and the Letter of Transmittal to reflect an
amendment to the Offer to Purchase and the Letter of Transmittal to
(a) increase the purchase price per share from $2.00 to $2.50 per
share and (b) extend the expiration date from January 15, 2021 to
January 27, 2021.
Except as
otherwise set forth in this Amendment No. 2, 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. 2. 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. 2 together with
the Schedule TO, the Offer to Purchase and the Letter of
Transmittal.
Items
1 through 11.
Items
1 through 11 are hereby amended and supplemented as follows:
Each
reference to "$2.00" in the Offer to Purchase and Letter of
Transmittal is hereby amended by replacing it with "$2.50". Each
reference to "January 15, 2021" in the Offer to Purchase and Letter
of Transmittal is hereby amended by replacing it with "January 27,
2021".
Item
12. Exhibits.
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(a)(1)(A)*
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Offer to Purchase dated December 15, 2020.
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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 15, 2020.
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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 15,
2020.
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(a)(1)(F)*
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Press Release dated December 15, 2020.
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(a)(1)(G)*
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Press Release dated December 22, 2020.
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(a)(1)(H)**
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Press Release dated January 13, 2021.
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(d)(1)
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Stockholders Rights Agreement dated January 15, 2016,
incorporated by reference to Exhibit 4.1 to the Company's Form
8-A12B/A filed on January 15, 2016.
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(d)(2)
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Bond Terms for the Company's 9.50% senior unsecured callable
bond issue 2018/2023, by and between the Company and Nordic Trustee
AS, as trustee, dated September 26, 2018, incorporated by reference
to Exhibit d(2) of the Company's Tender Offer on Schedule TO filed
on November 21, 2018.
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_____________________
* Previously
filed.
** Filed
herewith.
Item
13. Information Required by Schedule 13E-3.
Not
Applicable.
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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Date: January 13, 2021
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DIANA SHIPPING INC.
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By:
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/s/ Simeon P. Palios
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Name:
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Simeon P. Palios
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Title:
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Director, Chief Executive Officer
and Chairman of the Board
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EXHIBIT
INDEX
________________________
* Previously filed.
** Filed herewith.
