Diana Shipping Inc. Announces Extension of Financing to Support Acquisition of All Outstanding Shares of Genco Shipping & Trading
Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), announced an extension of the fully committed financing supporting Diana’s offer to acquire the outstanding shares of Genco not already owned by Diana. The extension is a further demonstration of Diana’s commitment to completing a transaction and of its banking partners’ confidence in the strength and credibility of Diana’s proposal.
The fully committed financing — in the amount of $1.412 billion — is arranged by DNB Carnegie and Nordea, with participation from leading international banks, including DNB, Nordea, BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank. The total financing amount reflects an adjustment to Tranche B of the commitment from $331 million to $310 million, following Genco’s sale of two vessels — the Picardy and the Predator. Tranche A remains unchanged at $1.102 billion.
Diana’s recently increased offer to acquire the outstanding shares of Genco not already owned by Diana for $27.34 per share — comprised of $24.80 per share in cash plus one Diana share valued at $2.54 based on Diana’s 30-day volume-weighted average price as of June 16, 2026 — remains on the table. It represents a 53% premium to Genco’s undisturbed share price and a 6% premium to Genco’s net asset value per share based on VesselsValue data, at cyclically high drybulk asset values that are at or near 15-year highs.
The Diana management team remains eager and available to meet immediately with the Genco Board of Directors and its advisors to negotiate a transaction in good faith.
Semiramis Paliou, Diana’s Chief Executive Officer, commented:
“We are grateful to our banking partners for their continued confidence in and support of Diana’s premium offer to acquire the Genco shares that we do not currently own. Their commitment, alongside the growing support of shareholders who have tendered their shares, sends a clear message that there is a serious, credible, and well-supported offer on the table. We encourage additional shareholders to participate in the tender offer, which will further demonstrate to the Genco Board that they should engage with us as soon as possible to maximize value for all Genco shareholders.”
Diana Shipping Inc. Reaffirms Offer to Acquire Genco Shipping & Trading
Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), has reaffirmed its commitment to its offer to acquire Genco. On June 17, 2026, Diana increased its offer to acquire all outstanding shares of Genco not already owned by Diana to a total implied value of $27.34 per share, comprised of $24.80 per share in cash plus one Diana share valued at $2.54 based on Diana’s volume-weighted average price per share for the 30 days ended on June 16, 2026 (the “Revised Offer”).
The Revised Offer represents a 53% premium to Genco’s undisturbed share price and a 6% premium to Genco’s net asset value per share based on VesselsValue data, at cyclically high drybulk asset values that are at or near 15-year highs.
Now that the Genco Board has been reelected, it bears a clear and heightened responsibility to deliver to all shareholders the significant value and dividends that it promised during the recent proxy campaign.
Semiramis Paliou, Diana’s Chief Executive Officer, commented:
“Today’s outcome does not — and will not — in any way diminish our commitment to acquiring Genco and delivering attractive value to all shareholders. We have spent more than six months making the case that our offer represents compelling and certain value for Genco shareholders, but the Genco Board has rejected our offer three times without meaningful engagement, a counterproposal, or a credible alternative path to value creation.
“As Genco’s largest shareholder, Diana will continue to seek to maximize value on behalf of all shareholders. We are grateful to Genco shareholders for engaging in thoughtful discourse with us over the past several months, and we encourage all shareholders to join us in continuing to hold the Board and management team accountable. Our door remains open, and we are eager and available to engage with respect to the attractive offer we have proposed.”
Genco Shipping & Trading Files Preliminary Proxy Statement in Connection with 2026 Annual Meeting of Shareholders
Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, filed preliminary proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”).
In its preliminary proxy statement, the Genco Board of Directors (the “Board”) recommends that shareholders vote for the re-election of the six nominees currently serving on the Board – John C. Wobensmith, Kathleen C. Haines, Paramita Das, Basil G. Mavroleon, Karin Y. Orsel and Arthur L. Regan – at the 2026 Annual Meeting. Genco’s Board and management team have been architects of the Company’s Comprehensive Value Strategy and have been effective stewards of Genco and its capital in executing it.
In connection with the Board’s recommendation, Genco issued the following statement:
At our upcoming Annual Meeting of Shareholders, Genco shareholders have a critical choice to make:
Vote FOR Genco’s highly qualified directors, who are overseeing a Comprehensive Value Strategy that has delivered superior returns to shareholders and positioned the Company for even greater returns in 2026 and beyond; or
Allow Diana Shipping Inc. (“Diana”), a direct competitor with a record of related-party transactions and of underperforming industry peers, to place its handpicked nominees on the Board, replace Genco’s entire Board and advance its hostile campaign to acquire Genco on the cheap.
Genco’s Board of Directors continues to demonstrate its commitment to maximizing value for all Genco shareholders. The Board is overseeing the successful execution of its Comprehensive Value Strategy, which has delivered $292 million to shareholders in dividends since it was implemented in April 2021 and generated total shareholder returns (“TSR”) of 247% over the past five years, more than triple the S&P 500’s TSR of 76% and far exceeding Diana’s TSR of 53% over the same period.1
Alongside this significant value creation, Genco has differentiated itself among its peers by maintaining high standards of corporate governance. Genco is consistently ranked in the industry’s top quartile for governance practices2. All the members of Genco’s highly qualified, diverse, and majority independent Board bring valuable industry and leadership experience in areas relevant to Genco’s business, including shipping, commodities, fleet and technical management, commercial operations, capital allocation, financial reporting and M&A.
Today, Genco is operating in a strengthening drybulk market, and shareholders are poised to continue benefiting from our low-leverage high dividend model and the strategic steps the Board and management are taking to further increase earnings power and dividend capacity. We believe Genco’s Board is better positioned than Diana’s nominees to guide the Company forward and create superior returns and meaningful value for all shareholders.
Diana’s attempts to take over Genco pose significant risks to Genco shareholders and their ability to realize the full upside of their Genco investments.
As detailed in the preliminary proxy, Diana has been waging a hostile campaign to take control of Genco. This has included:
Repeatedly insisting on inadequate proposals that would give Diana control of Genco without paying a premium. These privately submitted proposals dating back to 2024 would have given Diana up to 30% of Genco stock in exchange for certain ships, make Diana’s CEO chair of the Genco Board and have a Diana affiliate take over technical management of some or all of Genco’s fleet, creating a revenue stream for the benefit of Diana.
Rapidly acquiring shares. Diana rapidly built a nearly 15% ownership stake in Genco, and it appears they improperly disclosed a significant acquisition of Genco stock, raising concerns about their trading methods.3
Submitting unsolicited, public indicative proposals to acquire Genco below intrinsic value and the mean analyst NAV estimate and without providing a control premium. These proposals included an initial offer of $20.60 per share in cash, followed by a revised proposal in March 2026 for $23.50 per share in partnership with another direct Genco competitor, Star Bulk Carriers Corp. The proposed Star Bulk transaction contemplated selling 16 Genco vessels at “fire sale” prices, reinforcing that Diana’s offer deprives our shareholders of full value.
Nominating a slate of directors to replace the entire Board. In January 2026, Diana nominated six handpicked candidates in an effort to seize control of Genco’s Board to advance its takeover attempts.
Our Board has been open to engaging with Diana from the start, beginning with Genco’s initial outreach to Diana to discuss a potential business combination in June 2024. In addition, the Board has responded to Diana appropriately at every turn in accordance with its fiduciary duties and its commitment to maximizing shareholder value.
For example, the Board adopted a limited-duration shareholder rights plan on October 1, 2025, only after Diana’s rapid accumulations of stock risked growing into an ownership position with outsized influence on Genco. The rights plan is designed to enable all Company shareholders to realize the long-term value of their investment and to provide the Board with sufficient time to fulfill its fiduciary duties on behalf of all shareholders. In accordance with its strong governance practices, the Board is putting the rights plan up for a shareholder vote at the Annual Meeting.
Our Board also established a committee comprised of independent directors to fairly evaluate Diana’s recent proposals. The committee, after extensive consultation with external advisors, unanimously rejected these proposals, determining that they undervalued the Company, were below Genco’s net asset value (NAV) and failed to provide an appropriate premium for control of the Company.
Genco has sought to engage consistently and constructively with Diana on alternative transaction structures that would serve the best interests of all Genco shareholders. These include a potential acquisition of Diana by Genco, which the Board determined would create the most value for both companies’ shareholders. Based on the Company’s larger size and superior performance, the Board determined that an acquisition of Diana by Genco would be more appropriate, and the combined assets would be more valuable as part of Genco than under Diana’s control.Our Board has also made clear its commitment to engaging in good faith, upon receipt of an offer that appropriately values Genco and reflects the Company’s high-quality fleet, superior performance, ability to deliver strong capital returns through the drybulk cycles and upside potential in a rising market.
Diana has refused to engage and instead nominated a board slate, most of whom have close professional or personal ties to Diana, to whom we believe their allegiance lies, in furtherance of their inadequate proposal.
The proxy contest is not a vote on whether to approve or reject Diana’s $23.50 acquisition proposal. It is a vote on whether to give Diana’s nominees control of the Board and the Company.
It is critical that Genco shareholders understand who Diana is and the significant risks Diana’s Board nominees could have on their investment in Genco.
Diana has been historically controlled by the Palios family,4 and the Diana of today came to be when family patriarch Simeon Palios transferred shares to his daughter, Semiramis Paliou.5 Ms. Paliou was given the title of CEO6, and the company later issued her preferred shares that gave her a dominant voting stake in Diana.7 Ms. Paliou, along with the other members of the Palios family and Diana’s directors and officers, have a majority voting block with Ms. Paliou’s super-voting shares.8
Since Ms. Paliou’s appointment as CEO in 2021, Diana has continued to exhibit a record of related-party transactions favoring insiders,9 poor strategic decisions10 and lagging TSR, all of which stand in stark contrast to Genco’s industry-leading governance practices, successful Comprehensive Value Strategy and strong TSR.
Our Board believes that Diana’s nominees are not fit to serve on the Genco Board, given their inextricable ties to Diana’s agenda. The Board also determined that the nominees do not bring substantive skills or experiences that are not already present on the highly qualified Genco Board. In addition, many of the candidates have close ties to Diana and its leadership, and certain of the candidates have records of bankruptcy and shareholder value destruction.11
Appointing Diana’s nominees to the Board would risk Genco shareholders’ investments. With control of the Board, they could do any of the following:
Approve a transaction at a price below the latest proposal or at a discounted price;
Take commercial actions that are unfavorable to Genco’s shareholders;
Change our low-leverage high dividend model, threatening shareholder returns;
Implement their own ill-advised vessel chartering strategy, which has cost Diana shareholders significant value over time and, in contrast to Genco’s recent gains, rendered Diana unable to capture upside in a strengthening drybulk market;
Apply the same kinds of capital allocation decisions made by Diana over the last five years that have destroyed shareholder value;12 and
Run the Company as Diana has run its own business, subjecting Genco shareholders to poor governance that benefited Diana management by operating privately held entities as profit centers through a series of related-party transactions at the expense of public shareholders. In contrast, Genco is the only listed drybulk company with no related party transactions.
To advance its takeover campaign, Diana has also made a number of misleading and antagonistic public statements. We encourage shareholders to ignore Diana’s misleading statements and focus on the stark difference in this vote: Genco’s strong Board, which is overseeing a strategy that continues to deliver superior shareholder value vs. Diana’s attempts to seize control of Genco’s Board to advance its takeover attempt without paying a premium to do so.
We believe the choice is clear for shareholders to protect their investment and future value. We urge shareholders to vote on the Company’s WHITE proxy card “FOR” ONLY Genco’s six directors, so they can continue to execute the Company’s disciplined, proven value strategy – and vote AGAINST Diana’s nominees.
Genco’s Board remains committed to taking actions that are in the best interests of all shareholders. We are confident Genco is well positioned to deliver superior returns to shareholders amid a strengthening drybulk market.
As previously disclosed, Diana nominated six directors for election to the Genco Board. The Board unanimously rejected Diana’s nominees, determining that they present possible conflicts of interest due to ties to Diana and would not be additive to Genco’s already strong and highly experienced Board.
Diana also submitted a proposal to require the Board to conduct a process to explore strategic alternatives for the Company. In the preliminary proxy materials, the Genco Board recommends shareholders vote AGAINST Diana’s proposal because the Board believes it is unnecessary given the Board’s strong corporate governance, potentially harmful to maximizing shareholder value, would serve to further Diana’s inadequate offer, and is not permissible under applicable law.
Genco’s preliminary proxy materials, as well as other shareholder resources regarding the 2026 Annual Meeting can be found here: www.GencoDrivesSuperiorReturns.com.
The Company’s definitive proxy materials will be mailed to all shareholders eligible to vote at the 2026 Annual Meeting. Shareholders may receive materials, in the mail or otherwise, from Diana. The Genco Board recommends that shareholders discard any proxy materials from Diana.
Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.
Diana Shipping Inc. Announces Proposal to Acquire Remaining Shares of Genco Shipping & Trading Limited
Diana Shipping Inc. (NYSE: DSX) (“Diana” or the “Company”) announced that it has submitted a letter to the Board of Directors of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”) setting forth a proposal to acquire all of the outstanding shares of Genco not already owned by Diana for $20.60 per share in cash. The Company currently owns approximately 14.8% of Genco’s outstanding shares.
The proposed price represents:
a 15% premium to the closing price of Genco’s shares on November 21, 2025;
a 21% premium to the closing price of Genco’s shares on July 17, 2025, the date of the initial disclosure of Diana’s ownership stake in Genco; and
a 23% premium to the volume-weighted average price of Genco’s shares for each of the 30-day and 90-day periods ending November 21, 2025.
In addition, Diana’s offer is in-line with the 10-year high price for Genco’s shares. Diana’s proposal would allow Genco shareholders to receive immediate value in cash at a premium to the historical trading price for Genco’s shares without being subject to market or industry risk.
Diana’s Chief Executive Officer, Semiramis Paliou, said “Our proposal represents a compelling opportunity for Genco’s shareholders to realize immediate cash value for their shares at a premium to historical trading of the company. As the largest shareholder of Diana, I am confident that the addition of Genco’s fleet combined with Diana’s operating platform will increase the scale and flexibility of our fleet and enhance our operating leverage towards the dry bulk market at what we consider to be an opportune time of the cycle. We intend to finance the transaction through a new acquisition facility and will plan to selectively divest assets following a potential transaction in order to optimize our fleet and balance sheet.”
“We highly value the talent and contributions of Genco employees. We expect the combined company to select the best talent, drawing employees from both organizations” continued Ms. Paliou.
The proposal was unanimously approved by the Board of Directors of Diana and the Company is prepared to engage with the Genco Board of Directors and Genco management expeditiously in order to complete a transaction that would benefit both Genco and Diana shareholders.
The proposal set forth in the Company’s letter is a non-binding expression of interest only. There is no guarantee that an agreement will be reached among the parties or on what terms, or that any transaction between the Company and Genco will materialize on the terms set forth in the Company’s letter, if at all. A complete copy of the letter sent by the Company to the Board of Directors of Genco has been filed with the United States Securities and Exchange Commission as an amendment to the Company’s Schedule 13D filing in respect of Genco.
Genco Shipping & Trading Limited Files Definitive Proxy Materials and Mails Letter to Shareholders
Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, announced that it has filed its definitive proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), scheduled to be held on May 23, 2024. Shareholders of record as of March 28, 2024, will be entitled to vote at the meeting.
In connection with the definitive proxy filing, the Company has mailed a letter to Genco shareholders recommending they vote for Genco’s seven highly qualified directors on the WHITE proxy card – James G. Dolphin, Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel, Arthur L. Regan and John C. Wobensmith. The Company also launched VoteForGenco.com, which provides additional information and resources to shareholders about Genco’s value creation strategy, George Economou’s record of self-dealing and history of value destruction and resources to help shareholders vote at the 2024 Annual Meeting.
Highlights from the letter include:
– Genco is successfully executing on its Comprehensive Value Strategy to deliver compelling quarterly dividends for shareholders, reduce our debt and invest in growth opportunities to drive value through drybulk cycles.- Genco’s highly qualified, active and engaged director nominees bring vast experience and expertise in shipping, fleet management, commercial and technical management, drybulk commodities, capital allocation management, financial reporting and M&A.- Economou is a competitor seeking access to Genco’s Board room. Economou has a distinct track record of self-dealing to the detriment of other investors and a history of poor corporate governance practices.- Economou’s nominee lacks relevant experience and has overseen significant value destruction at companies on which he has served on the board. He has been a professional pawn to activists with shady track records throughout his career and we believe he has demonstrated no ability to exercise independence. The Genco Board unanimously concluded that he would not be additive to our already strong, focused and experienced Board.- The proposals Economou has made to the Genco Board have been self-serving. They have been thoroughly assessed and would double Genco’s net debt and impair our future ability to pay dividends with no discernable long-term benefit to all of our shareholders.Dear Fellow Shareholders,
We are reaching out because we want your vote “FOR” Genco’s director nominees at the upcoming Annual Meeting of Shareholders.
The Genco Board and management team have established a record of leadership across our industry based on our performance and our corporate governance. Through our Comprehensive Value Strategy, we have distributed sizeable dividends to shareholders, significantly reduced our debt and grown and modernized our fleet. At the same time, we have taken important steps to uniquely position Genco to drive returns through volatile drybulk shipping market cycles.
George Economou has recently taken an approximately 5% ownership position in the Company and is pursuing the nomination of his hand-picked nominee for election to the Company’s Board. Economou has also taken similar stakes in other companies in the industry. He is a competitor seeking access to the Company’s Board room. He is known throughout the industry and investment community for his history of poor governance practices and brings with him a distinct track record of self-dealing and shareholder value destruction. At Genco, he is pursuing an agenda based on a share repurchase plan and a premium self-tender offer that would double our net leverage and limit our ability to pay future dividends. Our Board and management team thoroughly reviewed both plans and determined they are self-interested, short-sighted and not in the best interest of Genco and all its shareholders.
Every vote counts – vote “FOR” Genco’s nominees.
By voting “FOR” each of Genco’s seven nominees and voting “AGAINST” Economou’s nominee and his shareholder proposal you can enable us to continue executing on our Comprehensive Value Strategy so you can realize the upside potential of your Genco investment.
Executing a Clear Strategy to Create Value for ALL Genco Shareholders Through Market Cycles
We are executing on the Comprehensive Value Strategy that we introduced to investors in 2021 to position Genco to drive value through drybulk cycles. The strategy’s key pillars include paying compelling quarterly dividends, deleveraging to reduce the Company’s financial risks and investing in growth opportunities.
By focusing on a low leverage, high dividend payout model, we believe we have the most flexibility and optionality to pursue accretive growth opportunities while maintaining significant returns to shareholders through volatile market cycles. That said, our Board and management team regularly evaluate our capital allocation strategy and will continue to do so going forward for the benefit of the Company and all shareholders.
We are making clear progress on our strategic priorities and are building a foundation for continued growth:
– Paying 18 consecutive quarterly dividends since 2019, the longest stretch in our drybulk peer group. Over this period, the Company has paid dividends of $5.155 per share, or approximately 25% of the current share price as of April 12, 2024;- Lowering our debt by 55% since 2021 and reduced our cash flow breakeven rate to the lowest in the peer group; and- Investing in our fleet to drive growth and earnings power. We have invested $520 million over the last five years in fleet expansion and modernization, adding 17 high specification, fuel efficient vessels to our fleet. Through targeted ship purchases and investments in our vessels, we are modernizing our fleet and increasing our earnings capacity, while reducing costs and improving fuel efficiency.Looking ahead, we have the resources to continue these efforts, having recently closed on a $500 million revolving credit facility and by maintaining significant access to capital.
As a result, we are delivering strong results and outperforming our peers:
– Genco’s TSR (total shareholder return) as of the closing price on April 12, 2024, for the past 1-, 3- and 5-year periods, are 37.7%, 146.9% and 237.6%, respectively, significantly higher than the median TSR of our proxy statement shipping performance peers which were 16.4%, 134.4% and 148.3% for the past 1-, 3- and 5-year periods, respectively, and also significantly higher than the TSR of the S&P 500 which were 27.2%, 30.1% and 91.6% for the past 1-, 3- and 5-year periods, respectively.iBuilding on Our Industry-Leading Corporate Governance Practices
We are proud of Genco’s leadership in transparency, governance and sustainability, representing strong capital stewardship. Our well-planned and well-executed corporate governance and sustainability initiatives have enabled us to be #1, out of 64 public shipping companies, in the annual Webber Research ESG Scorecard three years in a row.ii
Genco’s directors are highly qualified, active and engaged business leaders, all of whom bring the right balance of skills and experience in areas relevant to our business, including shipping, fleet management, commercial and technical management, drybulk commodities, capital allocation management, financial reporting and M&A.
Our directors regularly engage with our shareholders and are open-minded with respect to value-creation opportunities. We remain committed to maintaining our strong corporate governance and are taking actions that we believe will create the most value and are in the best interest of our shareholders.
Moreover, we are always looking for further improvement. Based on our Board’s continuous review of our practices and our shareholder engagement, we have taken actions to make our governance even stronger.
Our Board and management team will continue to engage with shareholders on important matters like these, as we further seek to uphold best-in-class standards when it comes to governance and sustainability.
George Economou Has a Record of Self-Dealing to the Detriment of Other Investors
Genco shareholders should be particularly concerned when Economou claims to be concerned about capital allocation. His history is capital allocation mixed with conflicts of interest, self-dealing and shareholder value destruction for personal gain. This is in stark contrast to the Genco Board, which prioritizes capital allocation around driving returns for ALL shareholders.
We believe that Economou’s actions at DryShips, his last public company, are indicative of how he has conducted business throughout his career and serve as a warning to Genco shareholders. These actions were characterized by:
– Abrupt and perplexing deviations of corporate strategy;- High financial leverage at peak market cycles;- A litany of related-party transactions;- Self-dealing and poor corporate governance.
“The interests of our Chairman and Chief Executive Officer may be different from your interests,” DryShips stated in their public disclosures, which was highly evident in the measures taken by the company.iii
Through a series of steps, Economou took his ownership stake in DryShips from 0.01% in March 2017 to 83% of the stock less than two years later, before taking DryShips private, destroying other shareholders’ value in the process.iv
These steps included:
– Conducting a series of large-scale highly dilutive equity offerings in 2016 and 2017 that resulted in a complete washout of shareholder value.v- Entering a series of related party transactions that gave control of DryShips to Economou without other shareholders receiving any control premium.vi- Buying out the remaining 17% in 2019, taking DryShips private, but at a significant discount to net asset value.vii
It is no surprise with these actions that DryShips was ranked last on the Webber Research ESG Scorecard for three years, displaying poor corporate governance.
Beyond DryShips, Economou’s record of dubious behavior and judgment has continued on a global scale. Following the February 2022 Russian invasion of Ukraine, Economou’s TMS Tankers continued transporting Russian crude, making it the second largest carrier of Russian oil, a distinction that landed Economou’s company on the Ukrainian government’s list of “international sponsors of war”.
We Encourage You to Vote “AGAINST” Economou’s Self-Dealing Agenda and His Director CandidateThe attempts by our Board and management team to engage constructively with Economou demonstrated to us that he has an agenda and intends to treat Genco like his other investments:
Setting the record straight on our engagement: Members of our Board and management team sought to engage constructively with Economou since his investment became public. This includes numerous communications promptly responding to Economou and his advisors and offering to meet in-person to thoroughly discuss his views.
Economou’s self-serving and short-sighted share repurchase demands: Over the course of these interactions, Economou has pushed the Company to sell vessels and pursue large share repurchases in amounts exceeding Genco’s cash on hand.
Our Board and management team, together with its financial advisors, thoroughly reviewed his informal request of a share repurchase. The analysis included a comprehensive review of the last eight years of buybacks in the shipping industry with 52 buyback programs and 133 buyback executions separately analyzed, which showed buybacks overall did not improve share performance versus peers and in many cases hurt relative performance. The analysis showed that Economou’s repurchase ideas would place the Company in a less advantageous position and potentially destroy value as they would:
• Meaningfully increase financial leverage;• Reduce market capitalization and trading float;• Reduce our available liquidity for opportunistic fleet growth;• Increase our cash flow breakeven rate;• Impact our ability to pay dividends; and• Diminish real earnings in this strong current market.
The Board therefore determined that pursuing Economou’s share repurchase was not in the best interest of shareholders.
– Economou flip-flops and demands Genco launch a premium self-tender in which he would likely be a seller: When presented with the analysis on March 26, 2024, Economou agreed that ideas about share repurchases and selling vessels would not create value in the present market. As part of that conversation, Economou indicated he would exit his position if the shares reached a certain level (we note that these details of this conversation were conspicuously omitted from GK Investor’s proxy materials). Later that day, he insisted Genco commence a tender offer for $100 million of its own shares at a significant premium to the trading price. The Board reviewed the idea with its external financial advisors and determined this type of premium repurchase is not in the best interest of the Company or its shareholders, as it would require an increase in Genco’s leverage, decrease our earnings potential, impact our ability to pay out future dividends, reduce the Company’s market cap and impact trading liquidity. The analysis also showed that there are better uses of Genco’s cash, such as potential vessel purchases, that the Company believes can create more value for shareholders than a self-tender.- Adding Economou’s nominee to the Genco Board is not in the best interest of Genco shareholders: Economou originally nominated two directors for election to the Board to further his influence on the Company: Randee Day and Robert Pons. He later withdrew Day’s nomination without giving a reason for doing so in his preliminary proxy materials.- Pons has been a professional pawn to activists with shady track records throughout his career and we believe he has demonstrated no ability to exercise independence. He has served as a director nominee on behalf of the family of Gary Singer, a convicted felon permanently barred by the SEC from acting as an officer or director of a public company, as well as on four other dissident slates proposed by activist shareholders, including Murchinson Ltd., a Canadian activist fund that settled charges of violations of short sale rules with the SEC in 2021 and whose owner, Marc Bistricer, was the subject of enforcement action by the Ontario Securities Commission.viii As a director, he’s overseen self-dealing transactions that have benefited his activist sponsors, including selling assets to Singer-controlled companies and entering into management agreements with the Singers.ix Given Economou’s record, we believe Genco shareholders should be concerned with whom he is truly loyal.- He’s also overseen significant value destruction at companies on which he’s served on the board. Most of the companies on which has served as a director have either declined in value during his tenure or underperformed the S&P 500.- Importantly, Pons has no experience in shipping, commodities, cyclical businesses or anything relevant to Genco’s business. During his interview with the Board’s Nomination and Governance Committee he touted his general experience in board and management positions, but he had no general or specific ideas for the Company. The Genco Board unanimously concluded that he would not be additive to our already strong, focused and experienced Board.- Pons’ lack of relevant experience and record of value destruction stands in stark contrast to that of Jim Dolphin, Genco’s Chairman that Economou is targeting as part of his proxy fight. Jim Dolphin has played a key role in developing and refining the Company’s Comprehensive Value Strategy as a member of the Board. He brings a strong understanding of cyclical businesses and rigorous reviews of capital spending given his experience in shipping and the oil and gas industries. Over his career he has provided advice on transportation strategy and capital allocation to companies such as the resource giant BHP, the oil major BP, the Union Pacific Railroad and the Panama Canal Commission. He was instrumental in creating Oceania Cruises and as a director, he helped grow the business which was eventually sold to Apollo Management for $850 million. At OSG America he helped the company preserve value amidst the 2008 market downturn. Like the other directors on the Genco Board, he is open minded with respect to any and all opportunities for value creation, and he leads the Company’s shareholder engagement.
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Genco Shipping & Trading Limited Announces Change of Location for 2020 Annual Meeting of Shareholders
Genco Shipping & Trading Limited today announced that it has changed the location of its 2020 Annual Meeting of Shareholders to be held at 10:00 a.m. on Wednesday, July 15, 2020. The new location of the meeting is Ink 48 Hotel, 653 Eleventh Avenue, New York, NY 10036. Due to the coronavirus pandemic, the previously announced location for the meeting is not expected to be available.
As described in the proxy materials for the Annual Meeting distributed beginning on June 5, 2020, shareholders at the close of business on the record date, May 22, 2020, are entitled to attend the Annual Meeting.
The proxy card and voting instruction form included with previously-distributed proxy materials will not be updated to reflect the change of the meeting location but may nevertheless be used to vote shares in connection with the Annual Meeting. Whether or not shareholders plan to attend the Annual Meeting, the Company urges shareholders to vote and submit their proxies in advance of the meeting by one of the methods described in the proxy materials. Shareholders who have already sent in proxies, or submitted their proxies via telephone or internet, do not need to take any further action.
For additional information regarding the Annual Meeting, please refer to the Company’s proxy materials filed with the Securities and Exchange Commission, including the Company’s definitive proxy statement filed on June 5, 2020.