UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
_______________________________________
Performance
Shipping Inc.
(Name of Subject Company (Issuer))
_______________________________________
Sphinx
Investment Corp.
(Offeror)
Maryport
Navigation Corp.
(Parent of Offeror)
George
Economou
(Affiliate of Offeror)
(Names of Filing Persons)
_______________________________________
Common
shares, $0.01 par value
(including
the associated Preferred stock purchase rights)
(Title of Class of Securities)
Y67305105
(CUSIP Number of Class of Securities)
_______________________________________
Kleanthis Spathias
c/o Levante Services Limited
Leoforos Evagorou 31, 2nd Floor,
Office 21
1066 Nicosia, Cyprus
+35 722 010610
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
_______________________________________
With a copy to:
Richard M. Brand
Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
_______________________________________
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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. 8 to the Schedule 13D filed by Sphinx Investment Corp. (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, twice on October
11, 2023, and twice on October 30, 2023) in respect of the Common Shares of the Company.
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1. |
Names of Reporting Persons
Sphinx Investment Corp. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
WC |
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5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
Republic of the Marshall Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,033,859* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,033,859* |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,859* |
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11)
8.5%** |
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14. |
Type of Reporting Person (See Instructions)
CO |
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* All reported Common Shares are held by Sphinx
Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled
by Mr. Economou.
** Based on the 12,152,559
Common Shares stated by the Issuer as being outstanding as at November 10, 2023 in Amendment
No. 2 to its Solicitation/Recommendation Statement on Schedule 14D-9, filed with the United States Securities and Exchange
Commission (the “SEC”) on November 14, 2023 (as amended, the
“Schedule 14D-9”).
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1. |
Names of Reporting Persons
Maryport Navigation Corp. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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 Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
Liberia |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,033,859* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,033,859* |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,859* |
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11)
8.5%** |
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14. |
Type of Reporting Person (See Instructions)
CO |
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* All reported Common Shares are held by Sphinx
Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled
by Mr. Economou.
** Based on the 12,152,559
Common Shares stated by the Issuer as being outstanding as at November 10, 2023 in its Schedule
14D-9.
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1. |
Names of Reporting Persons
George Economou |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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 Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
Greece |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,033,859* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,033,859* |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,859* |
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11)
8.5%** |
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14. |
Type of Reporting Person (See Instructions)
IN |
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* All reported Common Shares are held by Sphinx
Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled
by Mr. Economou.
** Based on the 12,152,559
Common Shares stated by the Issuer as being outstanding as at November 10, 2023 in its Schedule
14D-9.
This Amendment No. 3 (this
“Amendment No. 3”) is filed by the Offeror (as defined below), Maryport (as defined below) and Mr. George Economou
and amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the
“SEC”) on October 11, 2023 and amended and supplemented pursuant to Amendment No. 1 and Amendment No. 2, each of which
was filed with the SEC on October 30, 2023 (such original Tender Offer Statement on Schedule TO as so amended and supplemented (including
any exhibits and annexes attached thereto), the “Original Schedule TO”), and as hereby amended and supplemented (including
by the exhibits and annexes hereto), together with any subsequent amendments and supplements thereto, this “Schedule TO”)
by Sphinx Investment Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Offeror”),
Maryport Navigation Corp., a corporation organized under the laws of the Republic of Liberia that is the direct parent of the Offeror
(“Maryport”), and Mr. George Economou, who directly owns Maryport and controls each of the Offeror and Maryport. This
Schedule TO relates to the tender offer by the Offeror to purchase all of the issued and outstanding common shares, par value $0.01
per share (the “Common Shares”), of Performance Shipping Inc., a corporation organized under the laws of the
Republic of the Marshall Islands (the “Company”) (including the associated preferred stock purchase rights (the
“Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Stockholders’
Rights Agreement, dated as of December 20, 2021, between the Company and Computershare
Inc. as Rights Agent (as it may be amended from time to time)), for $3.00 per Share in cash, without interest, less any applicable
withholding taxes, upon the terms and subject to the conditions set forth in (a) the Amended and Restated Offer to Purchase, dated October
30, 2023, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(G) (the “Offer to Purchase”), (b) the related
revised Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(H) (the “Letter of Transmittal”),
and (c) the related revised Notice of Guaranteed Delivery, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(I) (the “Notice
of Guaranteed Delivery”) (which three documents, including any amendments or supplements thereto, collectively constitute the
“Offer”).
As permitted by General Instruction
G to Schedule TO, this Schedule TO is also Amendment No. 8 to the Schedule 13D filed by the Offeror, Maryport and Mr. Economou on August
25, 2023 (and amended on August 31, 2023, September 4, 2023, September 15, 2023, twice on October 11, 2023, and twice on October 30, 2023)
in respect of the Common Shares.
This Amendment No. 3 is being
filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer
and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated
into this Amendment No. 3 by reference. Capitalized terms used and not otherwise defined in this Amendment No. 3 shall have the meanings
assigned to such terms in the Schedule TO and the Offer to Purchase.
Items 1 through 9 and Item 11
The Offer to Purchase and Items
1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph thereto:
“On November 15, 2023,
the Offeror announced that it has extended the Expiration Date and Time to 11:59 p.m., New York City time, on March 28, 2024. The Offer
was previously scheduled to expire at 11:59 p.m., New York City time, on November 15, 2023. The Tender Offer Agent has advised the Offeror
that as of 5:00 p.m., New York City time, on November 14, 2023, the last full trading day prior to the announcement of the extension of
the Offer, no Shares had been validly tendered into the Offer and not validly withdrawn. The press release announcing the extension of
the Offer is attached hereto as Exhibit (a)(1)(N) and is incorporated herein by reference.”
Amendments to the Offer to Purchase and Exhibits to the Schedule
TO
The Offer to Purchase and Items
1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows: All references to “11:59 p.m., New York
City time, on November 15, 2023” set forth in the Amended and Restated Offer to Purchase (Exhibit (a)(1)(G)), Form of revised Letter
of Transmittal (Exhibit (a)(1)(H)), Form of revised Notice of Guaranteed Delivery (Exhibit (a)(1)(I)), Form of revised Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(J)) and Form of revised Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(K)) shall be replaced with “11:59 p.m., New York City
time, on March 28, 2024.”
Item 12. Exhibits.
Item 12 of the Schedule TO
is hereby amended and supplemented by adding the following exhibit thereto:
SIGNATURES
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.
Date: November 15, 2023
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SPHINX INVESTMENT CORP. |
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By: Levante Services Limited |
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By: /s/ Kleanthis Costa Spathias |
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Kleanthis Costa Spathias |
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Director |
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MARYPORT NAVIGATION CORP. |
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By: Levante Services Limited |
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By: /s/ Kleanthis Costa Spathias |
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Kleanthis Costa Spathias |
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Director |
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George Economou |
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/s/ George Economou |
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George Economou |
Exhibit (a)(1)(N)
SPHINX INVESTMENT CORP. ANNOUNCES EXTENSION
OF TENDER OFFER TO PURCHASE ALL OUTSTANDING COMMON SHARES AND ASSOCIATED RIGHTS OF PERFORMANCE SHIPPING INC.
NEW YORK, Nov. 15,
2023 /PRNewswire/ -- Sphinx Investment Corp. (“Sphinx”) today announced that it has extended
the expiration date of its previously announced offer to purchase all of the issued and outstanding common shares, par value $0.01 per
share (the “Common Shares”), of Performance Shipping Inc. (“Performance”) (including the associated
preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”)
for $3.00 per Share in cash, without interest, less any applicable withholding taxes (the “Offer”).
The expiration date of the Offer has been
extended to 11:59 p.m., New York City time, on March 28, 2024.
Continental Stock Transfer &Trust Company, the
tender offer agent for the Offer, has advised Sphinx that as of 5:00 p.m., New York City time, on November 14,
2023, the last business day prior to the announcement of the extension of the Offer, no Shares had been validly tendered into the Offer
and not validly withdrawn.
The Offer is being made pursuant to the terms
and conditions described in the Amended and Restated Offer to Purchase (the "Offer to Purchase"), dated October
30, 2023, the related revised Letter of Transmittal (the "Letter of Transmittal"), dated October 30, 2023 and
certain other Offer documents, copies of which are attached to the Tender Offer Statement on Schedule TO originally filed by Sphinx, Maryport
Navigation Corp. and Mr. George Economou with the United States Securities and Exchange Commission (the "SEC")
on October 11, 2023 and amended by Amendment No. 1 and Amendment No. 2 thereto on October 30, 2023. Consummation
of the Offer continues to be subject to satisfaction or waiver of all of the conditions referred to in Section 14 — "Conditions
of the Offer" of the Offer to Purchase.
The Information Agent for the Offer is Innisfree
M&A Incorporated. The Offer materials may be obtained at no charge by calling Innisfree toll free at (877) 800-5190, and may
also be obtained at no charge at the website maintained by the SEC at www.sec.gov.
Additional Information about the Offer
and Where to Find It
The tender offer
referenced herein commenced on October 11, 2023. This press release is neither an offer to purchase nor a solicitation of
an offer to sell any Shares or any other securities, nor is it a substitute for the tender offer materials attached to the Tender
Offer Statement on Schedule TO filed by Sphinx, Maryport Navigation Corp. and Mr. George Economou with the SEC on Schedule
TO on October 11, 2023 and amended pursuant to Amendment No. 1 and Amendment No. 2 thereto on October 30,
2023 (including the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery) (the
"Tender Offer Materials"). A solicitation and offer to purchase outstanding Shares is only being made
pursuant to the Tender Offer Materials. Performance filed a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the Offer with the SEC on October 25, 2023, and amended the same by Amendment No. 1 thereto filed by Performance
with the SEC on November 6, 2023, Amendment No. 2 thereto filed by Performance with the SEC on November 14, 2023 and
Amendment No. 3 thereto filed by Performance with the SEC on November 15, 2023 (the “Solicitation/Recommendation
Statement”). INVESTORS AND PERFORMANCE SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER to Purchase, the Letter of Transmittal
and the Notice of Guaranteed Delivery) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BY INVESTORS AND Performance shareholders BEFORE
MAKING ANY DECISION WITH RESPECT TO THE OFFER. The Tender Offer Materials may be obtained at no charge at the website
maintained by the Securities and Exchange Commission at www.sec.gov.
Important Cautions Regarding Forward-Looking
Statements
Certain statements contained in this press
release are forward-looking statements, including, but not limited to, statements that are predications of or indicate future events,
trends, plans or objectives. These statements, which sometimes use words such as "anticipate," "believe,"
"intend," "estimate," "expect," "project," "strategy," "opportunity," "future,"
"plan," "will likely result," "will," "shall," "may," "aim," "predict,"
"should," "would," "continue," and words of similar meaning and/or other similar expressions that are predictions
of or indicate future events and/or future trends, reflect the beliefs and expectations of the applicable of the Offeror, Maryport and
Mr. George Economou at the date of this press release and involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking
statement.
About
Sphinx:
Sphinx Investment Corp. is a corporation
organized under the laws of the Republic of the Marshall Islands. The principal business of the Sphinx is the making of investments
in securities. Sphinx is controlled by Mr. George Economou.
Media Contact:
Innisfree M&A Incorporated
Jonathan Kovacs / Arthur Crozier / Scott Winter
jkovacs@innisfreema.com; acrozier@innisfreema.com; swinter@innisfreema.com
212-750-5833
SOURCE Sphinx Investment Corp
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