Amendment: SEC Form SC 14D9/A filed by Genco Shipping & Trading Limited
$GNK
Marine Transportation
Consumer Discretionary
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. 18)
GENCO SHIPPING & TRADING LIMITED
(Name of Subject Company)
GENCO SHIPPING & TRADING LIMITED
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2685T131
(CUSIP Number of Class of Securities)
Peter Allen
Chief Financial Officer
299 Park Avenue, 12th Floor
New York, New York 10171
(646) 443-8550
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)
With copies to:
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Kai H.E. Liekefett
Reuben Zaramian
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-8744
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Thomas E. Molner
J. Michael Mayerfeld
Herbert Smith Freehills Kramer (US) LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100
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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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Introduction
This Amendment No. 18 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Genco
Shipping & Trading Limited, a Marshall Islands corporation (“Genco” or the “Company”), with the Securities and Exchange Commission on May 15, 2026. The Statement relates to the unsolicited tender offer by Diana Shipping Inc., a Marshall Islands
corporation (“Diana”) and 4 Dragon Merger Sub Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Diana, to purchase all of the issued and outstanding shares of common stock of Genco, par value $0.01 per share, and the
associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share, for $24.80 per share in cash, without interest and less any required withholding taxes, plus one share of common stock of Diana. Except as otherwise set
forth in this Amendment, the information set forth in the Statement remains unchanged.
The Statement is hereby amended and supplemented as follows:
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The Solicitation or Recommendation
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The section entitled “Solicitation/Recommendation” in Item 4 of the Statement is hereby amended and supplemented by adding thereto the following:
In a June 17, 2026 press release, Diana announced a revised tender offer having consideration of $24.80 in cash and one Diana share. In the release, Diana stated, “Diana intends to file with the SEC an amended
tender offer statement on Schedule TO and a registration statement on Form F-4 reflecting the terms of its revised Offer. These materials, as may be amended from time to time, will contain important information, including the terms and conditions
of the revised Offer.”
Diana reaffirmed its revised offer in a June 18, 2026 press release. However, Diana has not filed an amended tender offer statement, registration statement or
other offer documents with respect to its revised offer to date. Until such time, Genco will not amend its Solicitation/Recommendation Statement on Schedule 14D-9 to take a position in respect of such revised offer. Notwithstanding the
foregoing, as previously disclosed by the Company, the Board is carefully reviewing the revised non-binding proposal received from Diana on June 17, 2026, in consultation with its financial and legal advisors. Genco shareholders are advised
not to take any action at this time regarding the tender offer.
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.
Date: June 22, 2026
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GENCO SHIPPING & TRADING LIMITED
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By:
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/s/ Peter Allen
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Peter Allen
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Chief Financial Officer
(Principal Executive Officer)
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