Diana Shipping Inc. Announces the Acquisition of Nine Ultramax Dry Bulk Vessels From Sea Trade Holdings Inc.

Rhea-AI Summary

Diana Shipping Inc. (NYSE: DSX) has announced the acquisition of nine ultramax dry bulk vessels from Sea Trade Holdings for $330 million. The transaction includes $220 million in cash and $110 million in newly issued common shares priced at $5.95 per share. The vessels, built between 2015 and 2018, will enhance Diana's fleet, increasing its carrying capacity to approximately 4.9 million dwt. Deliveries are expected in Q4 2022, with funding sourced from cash on hand and a new credit facility in negotiation. Legal and financial advisors for both parties are disclosed in the announcement.

Positive

• Acquisition of nine ultramax vessels increases fleet capacity to 4.9 million dwt.
• Strategic acquisition aims to enhance shipping operations and market position.
• Vessels are relatively modern, with an average age of 5.4 years.

Negative

• Funding requirement of $330 million may place financial strain.
• Issuance of 18,487,395 common shares could dilute existing shareholders.

ATHENS, Greece, Aug. 11, 2022 (GLOBE NEWSWIRE) -- 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.

FAQ

What is the financial impact of Diana Shipping's acquisition of nine vessels?

The acquisition costs $330 million, funded by cash and newly issued shares, potentially impacting cash reserves and shareholder equity.

When will the vessels acquired by Diana Shipping be delivered?

The delivery of the nine vessels is expected to occur in the fourth quarter of 2022.

What is the average age of the vessels acquired by Diana Shipping?

The average age of the vessels is approximately 5.4 years, built between 2015 and 2018.

How will the acquisition affect Diana Shipping's fleet size?

After the acquisition, Diana Shipping's fleet will consist of 43 dry bulk vessels, increasing its carrying capacity to about 4.9 million dwt.

What portion of the acquisition cost will be paid in shares?

Diana Shipping will pay $110 million in the form of newly issued common shares at a price of $5.95 each.