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 that its Board of Directors has
declared a distribution of warrants (the “Warrants”) to holders of
the Company's common stock (the “Holders”) as of December 6, 2023
(the “Record Date”). Holders may exercise their Warrants for shares
of common stock as will be specified under the terms in the warrant
agreement.
Details of Warrant
Distribution
The Warrants will be distributed pro-rata to
Holders of the Company’s common stock. Holders will receive one
Warrant for every five shares of issued and outstanding shares of
common stock held as of the Record Date (rounded down to the
nearest whole number for any fractional Warrant). Each Warrant will
entitle the Holder to purchase, at the Holder’s sole and exclusive
election, at the exercise price, one share of common stock plus, to
the extent described below, the Bonus Share Fraction. A Bonus Share
Fraction entitles a Holder to receive an additional 0.5 of a share
of common stock for each Warrant exercised (the “Bonus Share
Fraction”) without payment of any additional exercise price.
Mrs. Semiramis Paliou, Director and Chief
Executive Officer of the Company, stated: “We are pleased to
announce this distribution of warrants pro-rata to all our
shareholders. The warrants may raise new equity capital for general
corporate purposes without causing dilution to any of our
shareholders, large or small. This distribution illustrates our
proactive management of our capital structure to uphold our robust
balance sheet.”
The right to receive the Bonus Share Fraction
will expire at 5:00 p.m. New York City time (the “Bonus Share
Expiration Date”) upon the earlier of (i) the date specified by the
Company upon not less than 20 business days’ notice and (ii) the
first business day following the last day of the first 30
consecutive trading day period in which the daily VWAP of the
shares of common stock has been at least equal to the then
applicable trigger price for at least 20 trading days (whether or
not consecutive) (the “Bonus Price Condition”). Any Warrant
exercised with an exercise date after the Bonus Share Expiration
Date will not be entitled to any Bonus Share Fraction. The Company
will make a public announcement of the Bonus Share Expiration Date
(i) at least 20 business days prior to such date, in the case of
the Company setting a Bonus Share Expiration Date and (ii) prior to
market open on the Bonus Share Expiration Date in the case of a
Bonus Price Condition.
The distribution of the Warrants has not been
registered under the Securities Act because the issuance of a
dividend in the form of a Warrant or as an adjustment to an
outstanding equity-based incentive award for no consideration is
not a sale or disposition of a security or interest in a security
for value pursuant to Section 2(a)(3) of the Securities Act. The
Company will file a prospectus supplement, under its existing shelf
registration statement, registering the shares of common stock
underlying the Warrants.
The Company will distribute the Warrants on or
about December 14, 2023, to Holders as of the Record Date. The
Warrants are expected to trade on the New York Stock Exchange.
For more information about the transaction,
Holders are encouraged to visit the "Warrants Information" section
of the Company’s “Investors” page at
https://www.dianashippinginc.com, which may be updated from time to
time.
B. Dyson Capital Advisors is serving as
financial advisor and Seward & Kissel LLP is serving as legal
advisor to the Company.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of, these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. A Form 8-A registration statement and
prospectus supplement describing the terms of the Warrants will be
filed with the Securities and Exchange Commission (the "SEC") and
will be available on the SEC's website located at
http://www.sec.gov. Holders should read the prospectus supplement
carefully, including the Risk Factors section included and
incorporated by reference therein. This press release contains a
general summary of the Warrants. Please read the warrant agreement
when it becomes available as it will contain important information
about the terms of the Warrants.
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 continuing impacts of the
COVID-19 pandemic; 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.
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
Twitter: @Dianaship
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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