UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
PERFORMANCE SHIPPING INC.
(Name of Subject Company)
PERFORMANCE SHIPPING INC.
(Names of Persons Filing Statement)
COMMON SHARES, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
Y67305154
(CUSIP Number of Class of Securities)
Mr. Andreas Michalopoulos
373 Syngrou Avenue, 175 64 Palaio Faliro
Athens, Greece
+30-216-600-2400
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the persons filing statement)
with copies to:
Will Vogel
Watson Farley & Williams LLP
250 West 55th Street, 31st Floor
New York, New York 10019
+1-212-922-2200
Robert B. Greco
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
+1-302-651-7728
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
PURPOSE OF THE AMENDMENT
This Amendment No. 3 (the “Schedule 14D-9 Amendment No. 3”) amends and supplements the Schedule 14D-9 filed by
Performance Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 25, 2023, as amended by Amendment No. 1 thereto filed by the Company with the SEC on November 6, 2023 and Amendment No. 2 thereto filed by the Company with the SEC on November 14 2023, with respect to the cash
tender offer (the “Offer”) by Sphinx Investment Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Offeror”), to purchase
from the shareholders of the Company all outstanding shares of the Company’s common shares, par value $0.01 per share (the “Common Shares”), and the associated preferred stock purchase rights (the “Rights” and, together with the Common Shares, the “Shares”) issued pursuant to the Stockholders’ Rights Agreement, dated December 20, 2021, between the Company and
Computershare Inc., as rights agent, at a price of $3.00 per Share (without interest and less any applicable withholding taxes), upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated October 30,
2023, the related revised Notice of Guaranteed Delivery and the revised related Letter of Transmittal, as set forth in the Offeror’s Tender Offer Statement on Schedule TO (which is also Amendment No. 4 to the Schedule 13D filed by the Offeror,
Maryport Navigation Corp. and Mr. George Economou on August 25, 2023 (and amended on August 31, 2023, September 4, 2023, September 15, 2023 and twice on October 11, 2023)) filed with the SEC on October 11, 2023, as amended by Amendment No. 1 and
Amendment No. 2 thereto filed by the Offeror with the SEC on October 30, 2023. Unless the Offer is extended by the Offeror, the Offer and withdrawal rights thereunder will expire at 11:59 p.m., New York City Time, on November 15, 2023.
Except to the extent specifically provided in this Schedule 14D-9 Amendment No. 3, the information set forth in the Schedule
14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Schedule 14D-9 Amendment No. 3 shall have the meanings ascribed to them in the Schedule 14D-9. This Schedule
14D-9 Amendment No. 3 is being filed by the Company with the SEC to disclose certain updates as reflected below.
Item 9 “Exhibits” of the Schedule 14D-9 is hereby amended and supplemented by adding the following information:
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Exhibit
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Description
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Press release issued by the Company
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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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PERFORMANCE SHIPPING INC.
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Dated: November 15, 2023
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/s/ Andreas Michalopoulos
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By: Andreas Michalopoulos
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Chief Executive Officer
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Exhibit (a)(1)
| Corporate Contact: |
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Andreas Michalopoulos |
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Chief Executive Officer, Director and Secretary |
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Telephone: +30-216-600-2400 |
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Email: amichalopoulos@pshipping.com |
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Website: www.pshipping.com |
| For Immediate Release |
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Investor and Media Relations: |
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Edward Nebb |
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Comm-Counsellors, LLC |
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Telephone: + 1-203-972-8350 |
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Email: enebb@optonline.net |
PERFORMANCE SHIPPING INC. ANNOUNCES FILING OF AMENDMENT NO. 2
TO THE SOLICITATION AND RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9
ATHENS, GREECE, November 15, 2023 – Performance Shipping Inc. (NASDAQ: PSHG), (“we” or the “Company”), a global shipping company
specializing in the ownership of tanker vessels, announced that it has filed today with the Securities and Exchange Commission (the “SEC”) an Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by the Company with the SEC on October 25, 2023, as amended by Amendment No. 1 thereto filed the Company with the SEC on November 6, 2023 (together, the “Schedule 14D-9”), in connection
with the cash tender offer (the “Offer”) commenced by Sphinx Investment Corp. (the “Offeror”), to purchase from the shareholders of the Company all outstanding shares of
the Company’s common shares, par value $0.01 per share (the “Common Shares”), and the associated preferred stock purchase rights (the “Rights” and, together with the
Common Shares, the “Shares”), at a price of $3.00 per Share in cash, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated October 30, 2023 (the “Offer to Purchase”), as set forth in the Offeror’s Tender Offer Statement on Schedule TO filed with the SEC on October 11, 2023, as amended by Amendment No. 1 and Amendment No. 2 thereto filed by the Offeror with
the SEC on October 30, 2023 (together, the “Schedule TO”). Pursuant to the Offer to Purchase, unless the Offer is extended by the Offeror, the Offer and withdrawal rights thereunder will expire at 11:59 p.m.,
New York City Time, on November 15, 2023.
As previously announced, the Company’s Board of Directors (the “Board”) appointed a Special Committee of independent and disinterested directors of the Board (the “Special Committee”) to review, evaluate and make recommendations on behalf of the Company to the shareholders of the Company with respect to the Offer, and the Special Committee unanimously determined, for the
reasons discussed in the Schedule 14D-9, that the Offer is not in the best interests of the Company or its shareholders and recommended on behalf of the Company that the Company’s shareholders reject the offer and not tender any Shares pursuant to
the Offer.
The Company’s Schedule 14D-9 and the Offeror’s Schedule TO may be obtained at no charge at the website maintained by the SEC at www.sec.gov. The Company urges each shareholder to review the Schedule 14D-9 as
well as the Offer materials included in the Offeror’s Schedule TO to make its own decision regarding the Offer based on the available information.
Additional Information
This press release does not constitute an offer to purchase or solicitation of an offer to sell any Shares or other securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9, as
amended, with the SEC and the Offeror has filed its Offer materials on Schedule TO, as amended, with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO, THE SCHEDULE TO, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents may
be obtained free of charge from the SEC through its website maintained at www.sec.gov.
About the Company
Performance Shipping Inc. is a global provider of shipping transportation services through its ownership of tanker vessels. The Company employs its fleet on spot voyages, through pool arrangements and on time charters.
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, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, including the Special
Committee’s recommendation, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,”
“should,” “expect,” “targets,” “likely,” “would,” “could,” “seeks,” “continue,” “possible,” “might,” “pending” and similar expressions, terms or phrases may 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, our management’s examination of
historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to:
the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the tanker shipping industry, changes in the supply of vessels,
changes in worldwide oil production and consumption and storage, changes in our operating expenses, including bunker prices, crew costs, drydocking and insurance costs, our future operating or financial results, availability of financing and
refinancing including with respect to vessels we agree to acquire, 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, the length and severity of epidemics and pandemics, including COVID-19, and their impact on the demand for seaborne transportation of petroleum and other types of products, changes in governmental rules and regulations or
actions taken by regulatory authorities, general domestic and international political conditions or events, including “trade wars”, armed conflicts including the war in Ukraine and the war between Israel and Hamas, the imposition of new international
sanctions, acts by terrorists or acts of piracy on ocean-going vessels, potential disruption of shipping routes due to accidents, labor disputes or political events, vessel breakdowns and instances of off-hires and other important factors. Please see
our filings with the US Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.