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 it has agreed, through
separate wholly-owned subsidiaries, to acquire nine modern ultramax
dry bulk vessels built between 2015 and 2018, with an average
vessel age of approximately 5.4 years, from Sea Trade Holdings Inc.
(“Sea Trade”), an unaffiliated third party. The vessel deliveries
are expected to occur during the fourth quarter of 2022.
The Company and Sea Trade have entered into a
Master Agreement pursuant to which the Company will acquire the
nine vessels for an aggregate purchase price of $330 million, of
which $220 million will be paid in cash and $110 million is to be
paid in the form of 18,487,395, in aggregate, newly issued common
shares of the Company, at a price of US$5.95 per share. The Company
intends to fund the cash portion of the consideration with
available cash on hand and is currently negotiating terms of a new
credit facility with a major European lender, the proceeds of which
will be used to fund the balance of the cash purchase price. The
common shares will be issued upon the closing of each vessel
delivery. The Company has agreed to register the common shares
consideration to be issued to Sea Trade for resale pursuant to a
registration statement to be filed with the SEC.
After giving effect to the delivery of the nine
vessels and upon completion of the previously announced sale of the
m/v Baltimore, Diana Shipping Inc.’s fleet will consist of 43 dry
bulk vessels (4 Newcastlemax, 11 Capesize, 5 Post-Panamax, 6
Kamsarmax, 8 Panamax and 9 Ultramax). As of today, the combined
carrying capacity of our fleet, including the m/v Baltimore and
excluding the nine vessels not yet delivered, is approximately 4.5
million dwt with a weighted average age of 10.53 years. After the
consummation of this transaction and upon completion of the
previously announced sale of m/v Baltimore, the carrying capacity
of our fleet will be approximately 4.9 million dwt. A table
describing the current Diana Shipping Inc. fleet can be found on
the Company’s website, www.dianashippinginc.com. Information
contained on the Company’s website does not constitute a part of
this press release.
Advisors
Seward & Kissel LLP is serving as legal
advisor to Diana Shipping Inc.
Evercore is serving as financial advisor and
Reed Smith LLP is serving as legal advisor to Sea Trade Holdings
Inc.
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 severity, magnitude and
duration of the COVID-19 pandemic, including impacts of the
pandemic and of businesses’ and governments’ responses to the
pandemic on our operations, personnel, and on the demand for
seaborne transportation of bulk products; 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, 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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