SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
Commission File Number: 001-35025
PERFORMANCE SHIPPING INC.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Pendelis 18, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 99.1 is a press release dated November 20, 2019 of Performance Shipping Inc. (the “Company”) announcing the Company's agreement to aquire an Aframax tanker and an equity investment by its Chairman.
The information contained in this Report on Form 6-K, excluding the included quote by the Company's Chairman, is hereby incorporated by reference into the Company's registration statement on Form F-3 (File no. 333-197740), filed with the U.S. Securities and Exchange Commission (the "SEC") with an effective date of August 13, 2014, the Company's registration statement on Form F-3 (File no. 333-215748), as amended and filed with the SEC with an effective date of March 7, 2017, and the Company's registration statement on Form F-3 (File No. 333-216944), filed with the SEC with an effective date of May 11, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PERFORMANCE SHIPPING INC.
(registrant)
| Dated: November 20, 2019 | By: | /s/ Anastasios Margaronis |
| Anastasios Margaronis | ||
| President |
Exhibit 99.1
| Corporate Contact: | |
| Ioannis Zafirakis | |
| Director, Chief Strategy Officer and Secretary | |
| Telephone: +30-216-600-2400 | |
Email: izafirakis@pshipping.com | |
Website: www.pshipping.com | |
| For Immediate Release | |
| Investor and Media Relations: | |
| Edward Nebb | |
| Comm-Counsellors, LLC | |
| Telephone: +1-203-972-8350 | |
Email: enebb@optonline.net |
PERFORMANCE SHIPPING INC. ANNOUNCES AGREEMENT
TO ACQUIRE AN AFRAMAX TANKER AND US$11.0 MILLION INVESTMENT BY ITS CHAIRMAN
ATHENS, GREECE, November 20, 2019 – Performance Shipping Inc. (NASDAQ: DCIX), (the “Company”), a global shipping company specializing in the ownership of containerships and tanker vessels, today announced that it has agreed to acquire from a related party all of the issued and outstanding shares of an entity that has entered into a contract to purchase one 2007 built Aframax tanker vessel from an unaffiliated third party seller for a total purchase price of US$26.0 million. The transaction was approved by a majority of the disinterested members of the board of directors of the Company.
The Company will acquire the entity from the Company’s Chairman and Chief Executive Officer, Mr. Symeon Palios, for an aggregate purchase price of US$11.0 million, which will be paid in common shares of the Company at a per share price of US$0.9027, which is equal to the undiscounted closing price of the common stock on the NASDAQ stock exchange on November 18, 2019. The US$11.0 million purchase price of the entity is equal to the deposit previously paid to the vessel’s seller by an affiliate of the Company’s Chairman. The balance of the purchase price payable under the contract is expected to be funded through cash on hand and/or bank financing. The vessel is expected to be delivered at the latest by January 31, 2020.
Commenting on the transaction, Mr. Symeon Palios, the Company’s Chairman and Chief Executive Officer, stated:
“I am happy to be able to facilitate the Company’s continued expansion of its fleet with the sale of this Aframax vessel. By taking consideration solely in common shares at their current market price, this transaction both supports the Company’s balance sheet and reflects my continued confidence in its future growth.”
Following the closing of this transaction, the Company will have 49,021,001 common shares and another 1,500 Series B-2 Preferred Shares issued and outstanding.
About the Company
Performance Shipping Inc. is a global provider of shipping transportation services through its ownership of vessels. The Company’s current fleet of vessels is employed primarily on time charters with leading charterers.
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, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for containership capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our 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, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.