United States securities and exchange commission logo
April 22, 2024
John C. Wobensmith
Chief Executive Officer and President
Genco Shipping & Trading Limited
299 Park Avenue, 12th Floor
New York, NY 10171
Re: Genco Shipping &
Trading Limited
DEFA14A Filed April
16, 2024
File No. 001-33393
Dear John C. Wobensmith:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional
comments. All defined terms used herein have the same meaning as in your
filing.
DEFA14A Filed April 16, 2024
General
1. We note your disclosure
that Genco may in the future use the same or substantially
similar materials from
time to time. (emphasis added). Any definitive additional
materials filed
pursuant to Exchange Act Rule 14a-6(b) must be filed in the same form as
the materials sent to
security holders to prevent them from being misleading. Please file a
complete version of any
written communications as definitive additional materials
pursuant to Rule
14a-6(b) no later than the date such materials are first sent or given to
security holders.
2. Each statement or
assertion of opinion or belief must be clearly characterized as such, and
must be supported by a
factual foundation. Generally, support for opinions should be
provided in the
soliciting materials where the assertions are made, so that shareholders can
evaluate their basis.
The letter to shareholders filed as part of these materials contains
multiple beliefs or
opinions that should be recharacterized as such and supported (or
deleted if support
cannot be provided). The following are some examples:
John C. Wobensmith
Genco Shipping & Trading Limited
April 22, 2024
Page 2
(1) "[Mr. Pons has] also overseen significant value destruction at
companies on which
he s served on the board. Most of the companies on which has [sic]
served as a director
have either declined in value during his tenure or underperformed the
S&P 500;"
(2) "[Mr. Economou] 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;" and
(3) "Genco's directors are highly qualified, active and engaged
business leaders, all of
whom bring the right balance of skills and experience . . . ."
3. Refer to our last comment above. The letter to shareholders contains
multiple assertions
about Mr. Pons and Mr. Economou that may contravene Note (b) to Rule
14a-9 because
they allege improper conduct by them or improperly impugn their
character and reputation
without appropriate factual support. The following are some examples:
(1) "[Mr. Economou's] history is capital allocation mixed with
conflicts of interest, self-
dealing and shareholder value destruction for personal gain;"
(2) "Pons has been a professional pawn to activists with shady track
records throughout
his career . . .;"
(3) "We believe that Economou's actions at DryShips . . . were
characterized by . . . self-
dealing and poor corporate governance;" and
(4) "[Mr. Economou] is a competitor seeking access to the Company's
Board room."
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.
FirstName LastNameJohn C. Wobensmith Sincerely,
Comapany NameGenco Shipping & Trading Limited
Division of
Corporation Finance
April 22, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName