| (a) | The following documents are filed as a part of this report: |
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| 1. | The financial statements listed in the “Index to Consolidated Financial Statements” |
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| 2. | Exhibits: |
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| The Exhibit Index attached to this report is incorporated into this Item 15 by reference. |
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EXHIBIT INDEX
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| Exhibit | | Document |
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| 2.1 | | Confirmation Order, dated July 2, 2014.(1) |
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| 2.2 | | First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code.(1) |
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| 3.1 | | Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(4) |
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| 3.2 | | Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(5) |
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| 3.3 | | Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated April 15, 2016.(6) |
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| 3.4 | | Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(7) |
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| 3.5 | | Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(8) |
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| 3.6 | | Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited dated July 15, 2020.(9) |
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| 3.7 | | Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated May 13, 2021.(10) |
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| 3.8 | | Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.(11) |
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| 3.9 | | Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of July 9, 2014.(4) |
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| 3.10 | | Amendment to Amended and Restated By-Laws, dated June 4, 2018.(12) |
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| 3.11 | | Second Amendment to Amended and Restated By-Laws, dated July 15, 2020(13) |
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| 3.12 | | Third Amendment to Amended and Restated By-Laws, dated January 11, 2021(14) |
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| 3.13 | | Fourth Amendment to Amended and Restated By-Laws, dated March 28, 2023(15) |
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| 4.1 | | Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(4) |
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| 4.2 | | Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(4) |
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| 4.3 | | Description of Genco Shipping & Trading Limited’s Common Stock.(16) |
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| 10.1 | | Letter Agreement dated September 21, 2007 between Genco Shipping & Trading Limited and John C. Wobensmith.(17) |
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| 10.2 | | Letter Agreement dated June 23, 2014 between Genco Shipping & Trading Limited and John C. Wobensmith.(17) |
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| Exhibit | | Document |
| 10.3 | | Warrant Agreement, dated as of July 9, 2014, between Genco Shipping & Trading Limited and Computershare Inc., as Warrant Agent.(4) |
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| 10.4 | | Letter Agreement dated April 30, 2015 between Genco Shipping & Trading Limited and John C. Wobensmith.(17) |
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| 10.5 | | Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan.(*) |
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| 10.6 | | Form of Director Restricted Stock Unit Agreement dated as of July 13, 2015.(18) |
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| 10.7 | | Form of Director Restricted Stock Unit Agreement dated as of July 29, 2015.(18) |
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| 10.8 | | Senior Secured Term Loan Facility, dated November 10, 2016, by and among Genco Shipping & Trading Limited, Nordea Bank Finland plc, New York Branch, as administrative agent, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial, BNP Paribas, and Nordea Bank Finland plc, New York Branch, as bookrunners and lead arrangers, in an aggregate principal amount of up to $400,000,000 (the “New $400 Million Facility”)(19) |
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| 10.9 | | Amending and Restating Agreement, dated November 15, 2016, by and among Genco Shipping & Trading Limited, the borrowers and financial institutions listed therein, Genco Holdings Limited, and Hayfin Services LLP, as agent and security agent.(19) |
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| 10.10 | | Letter Agreement dated March 23, 2017 between Genco Shipping & Trading Limited and John C. Wobensmith.(19) |
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| 10.11 | | Letter Agreement dated August 7, 2019 between Genco Shipping & Trading Limited and John C. Wobensmith.(20) |
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| 10.12 | | Option Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and John C. Wobensmith.(21) |
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| 10.13 | | Up to US$460,000,000 Senior Secured Credit Agreement dated May 31, 2018, by and among Genco Shipping & Trading Limited as Borrower, the lenders party thereto from time to time, Nordea Bank AB (publ), New York Branch, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S, as Bookrunners and as Mandated Lead Arrangers, and Nordea Bank AB (publ), New York Branch as Administrative Agent (the “$460 Million Credit Agreement”).(12) |
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| 10.14 | | Amendment to Restricted Stock Unit Agreements Pursuant to the Genco Shipping & Trading Limited 2015 Equity Incentive Plan.(15) |
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| 10.15 | | Up to US$108,000,000 Senior Secured Credit Agreement dated August 14, 2018, by and among Genco Shipping & Trading Limited as Borrower, the lenders party thereto from time to time, Crédit Agricole Corporate & Investment Bank, as Structurer and Bookrunner, Crédit Agricole Corporate & Investment Bank and Skandinaviska Enskilda Banken AB (Publ) as Mandated Lead Arrangers and Crédit Agricole Corporate & Investment Bank, as Administrative Agent and as Security Agent. (22) |
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| Exhibit | | Document |
| 10.16 | | Amendment and Restatement Agreement dated as of February 28, 2019 by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Delayed Draw Term Loan Lenders party thereto, the other Lenders party thereto, and Nordea Bank ABP, New York Branch, as Mandated Lead Arranger, Bookrunner, Administrative Agent, and Security Agent, pertaining to the $460 Million Credit Agreement.(23) |
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| 10.17 | | Second Amendment to Amended and Restated Credit Agreement, dated as of November 5, 2019, by and among Genco Shipping & Trading Limited, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank ABP, New York Branch, as Administrative Agent and Security Agent.(24) |
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| 10.18 | | Second Amendment to Amended and Restated Credit Agreement, dated as of November 5, 2019, by and among Genco Shipping & Trading Limited, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Crédit Agricole Corporate And Investment Bank, as Administrative Agent and Security Agent.(24) |
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| 10.19 | | Genco Annual Incentive Plan adopted March 4, 2019.(23) |
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| 10.20 | | Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and John C. Wobensmith.(25) |
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| 10.21 | | Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Joseph Adamo.(25) |
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| 10.22 | | Letter Amendment dated as of April 29, 2020 by and among Genco Shipping & Trading Limited as Borrower, Nordea Bank ABP, New York Branch, as Administrative Agent, and Security Agent, and the Lenders party thereto, pertaining to the $495 Million Credit Facility.(26) |
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| 10.23 | | Letter Amendment dated as of April 29, 2020 by and among Genco Shipping & Trading Limited as Borrower, Credit Agricole Corporate and Investment Bank, as Administrative Agent and Security Agent, and the Lenders party thereto, pertaining to the $133 Million Credit Facility.(26) |
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| 10.24 | | Fourth Amendment to Amended and Restated Credit Agreement dated as of June 5, 2020 by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank ABP, New York Branch, as Administrative Agent and Security Agent, pertaining to the $495 Million Credit Facility.(26) |
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| 10.25 | | Amendment and Restatement Agreement dated as of June 11, 2020 by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Revolving Lenders and other lenders party thereto, and Crédit Agricole Corporate & Investment Bank, as Administrative Agent and as Security Agent, pertaining to the $133 Million Credit Facility.(27) |
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| 10.26 | | Fifth Amendment to Amended and Restated Credit Agreement dated as of December 17, 2020 by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank ABP, New York Branch, as Administrative Agent and Security Agent, pertaining to the $495 Million Credit Facility.(28) |
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| 10.27 | | Letter Amendment to Amended and Restated Credit Agreement dated as of January 18, 2021 by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank ABP, New York Branch, as Administrative Agent and Security Agent, pertaining to the $495 Million Credit Facility.(28) |
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| 10.28 | | Form of Director Restricted Stock Unit Agreement dated as of July 15, 2020 (26) |
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| Exhibit | | Document |
| 10.29 | | Restricted Stock Unit Agreement dated February 23, 2021 between Genco Shipping & Trading Limited and John C. Wobensmith.(33) |
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| 10.30 | | Restricted Stock Unit Agreement dated February 23, 2021 between Genco Shipping & Trading Limited and Joseph Adamo.(33) |
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| 10.31 | | Option Agreement dated February 23, 2021 between Genco Shipping & Trading Limited and John C. Wobensmith.(33) |
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| 10.32 | | Option Agreement dated February 23, 2021 between Genco Shipping & Trading Limited and Joseph Adamo.(33) |
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| 10.33 | | Letter Agreement by and among Genco Shipping & Trading Limited, Centerbridge Partners L.P., and the Investors named therein, dated March 22, 2021.(29) |
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| 10.34 | | Amendment to Award Agreements dated June 14, 2021.(30) |
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| 10.35 | | Restricted Stock Unit Agreement dated May 4, 2021 between Genco Shipping & Trading Limited and Arthur L. Regan.(30) |
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| 10.36 | | Restricted Stock Unit Agreement dated May 13, 2021 between Genco Shipping & Trading Limited and James G. Dolphin.(30) |
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| 10.37 | | Form of Director Restricted Stock Unit Agreement dated May 13, 2021.(30) |
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| 10.38 | | US$450 Million Credit Agreement dated as of August 3, 2021, by and among Genco Shipping & Trading Limited as Borrower, the other Guarantors party thereto, the Lenders party thereto, Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, Security Trustee and Sustainability Coordinator, Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (publ), and DNB Markets, Inc., as Mandated Lead Arrangers and Bookrunners, and ING Bank N.V., London Branch and CIT Bank, N.A., as Co-Arrangers.(30) |
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| 10.39 | | First Amendment to Credit Agreement dated as of November 8, 2022, by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, and Security Trustee.(34) |
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| 10.40 | | Restricted Stock Unit Agreement dated February 23, 2022 between Genco Shipping & Trading Limited and John C. Wobensmith.(31) |
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| 10.41 | | Restricted Stock Unit Agreement dated February 23, 2022 between Genco Shipping & Trading Limited and Joseph Adamo.(31) |
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| 10.42 | | Restricted Stock Unit Agreement dated May 16, 2022 between Genco Shipping & Trading Limited and James G. Dolphin.(32) |
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| 10.43 | | Form of Director Restricted Stock Unit Agreement dated May 16, 2022.(32) |
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| 10.44 | | Restricted Stock Unit Agreement dated December 23, 2022 between Genco Shipping & Trading Limited and John C. Wobensmith.(34) |
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| 10.45 | | Restricted Stock Unit Agreement dated December 23, 2022 between Genco Shipping & Trading Limited and Joseph Adamo.(34) |
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| Exhibit | | Document |
| 10.46 | | Restricted Stock Unit Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and John C. Wobensmith.(37) |
| 10.47 | | Restricted Stock Unit Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and Peter Allen.(37) |
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| 10.48 | | Restricted Stock Unit Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and Joseph Adamo.(37) |
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| 10.49 | | Restricted Stock Unit Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and Jesper Christensen.(37) |
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| 10.50 | | Performance PRSU Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and John C. Wobensmith.(37) |
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| 10.51 | | Performance PRSU Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and Peter Allen.(37) |
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| 10.52 | | Performance PRSU Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and Joseph Adamo.(37) |
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| 10.53 | | Performance PRSU Grant Agreement dated April 14, 2023 between Genco Shipping & Trading Limited and Jesper Christensen.(37) |
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| 10.54 | | Restricted Stock Unit Grant Agreement dated June 16, 2023 between Genco Shipping & Trading Limited and Peter Allen.(37) |
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| 10.55 | | Performance PRSU Grant Agreement dated June 16, 2023 between Genco Shipping & Trading Limited and Peter Allen.(37) |
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| 10.56 | | Restricted Stock Unit Agreement dated May 16, 2023 between Genco Shipping & Trading Limited and James G. Dolphin.(*) |
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| 10.57 | | Form of Director Restricted Stock Unit Agreement dated May 16, 2023.(*) |
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| 10.58 | | Separation Agreement by and between Robert Hughes and Genco Shipping & Trading Limited, entered into on March 2, 2023.(36) |
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| 10.59 | | Separation Agreement by and between Apostolos Zafolias and Genco Shipping & Trading Limited, entered into on May 3, 2023.(36) |
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| 10.60 | | Second Amendment to Credit Agreement dated as of May 30, 2023, by and among Genco Shipping & Trading Limited as Borrower, the subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, and Security Trustee.(37). |
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| 10.61 | | Third Amendment to Credit Agreement dated as of October 16, 2023, by and among Genco Shipping & Trading Limited as Borrower, the subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, and Security Trustee.(*). |
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| 10.62 | | Fourth Amendment to Credit Agreement dated as of November 29, 2023, by and among Genco Shipping & Trading Limited as Borrower, the subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, and Security Trustee.(*). |
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| Exhibit | | Document |
| 10.63 | | Letter Agreement dated February 27, 2024 between Genco Shipping & Trading Limited and John C. Wobensmith.(*) |
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| 19.1 | | Inside Information, Market Communications and Securities Trading Policy and Procedures.(*) |
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| 21.1 | | Subsidiaries of Genco Shipping & Trading Limited.(*) |
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| 23.1 | | Consent of Independent Registered Public Accounting Firm.(*) |
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| 31.1 | | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*) |
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| 31.2 | | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*) |
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| 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.(*) |
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| 32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.(*) |
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| 97 | | Genco Shipping & Trading Limited Policy for the Recovery of Erroneously Awarded Compensation.(35) |
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| 101 | | The following materials from Genco Shipping & Trading Limited’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and 2022 (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021, (iv) Consolidated Statements of Equity for the years ended December 31, 2023, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (vi) Notes to Consolidated Financial Statements.(*) |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
(*) Filed herewith.
| (1) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2014. |
| (2) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2015. |
| (3) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 10, 2015. |
| (4) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014. |
| (5) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015. |
| (6) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2016. |
| (7) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016. |
| (8) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2017. |
| (9) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020. |
| (10) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2021. |
| (11) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2016. |
| (12) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2018. |
| (13) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020. |
| (14) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 11, 2021. |
| (15) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, 2023. |
| (16) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2020. |
| (17) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2015. |
| (18) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 13, 2015. |
| (19) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-K, filed with the Securities and Exchange Commission on March 28, 2017. |
| (20) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2019. |
| (21) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019. |
| (22) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2018. |
| (23) | Incorporated by reference to Genco Shipping & Trading Limited’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on March 5, 2019. |
| (24) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2019. |
| (25) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2020. |
| (26) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2020. |
| (27) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 12, 2020. |
| (28) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2021. |
| (29) | Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 22, 2021. |
| (30) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the Securities and Exchange Commission on August 4, 2021. |
| (31) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission on May 4, 2022. |
| (32) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the Securities and Exchange Commission on August 3, 2022. |
| (33) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2022. |
| (34) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-K, filed with the Securities and Exchange Commission on February 22, 2023. |
| (35) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2023. |
| (36) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 3, 2023. |
| (37) | Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2023. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on February 27, 2024.
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| | GENCO SHIPPING & TRADING LIMITED | |
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| | By: | /s/ John C. Wobensmith | |
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| | | Name: | John C. Wobensmith |
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| | | Title: | Chief Executive Officer and President (Principal Executive Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and on February 27, 2024.
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| SIGNATURE | | TITLE |
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| /s/ John C. Wobensmith | | CHIEF EXECUTIVE OFFICER, PRESIDENT, AND DIRECTOR |
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| John C. Wobensmith | | (PRINCIPAL EXECUTIVE OFFICER) |
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| /s/ Peter Allen | | CHIEF FINANCIAL OFFICER |
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| Peter Allen | | (PRINCIPAL FINANCIAL OFFICER) |
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| /s/ Joseph Adamo | | CHIEF ACCOUNTING OFFICER |
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| Joseph Adamo | | (PRINCIPAL ACCOUNTING OFFICER) |
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| /s/ James G. Dolphin | | CHAIRMAN OF THE BOARD AND DIRECTOR |
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| James G. Dolphin | | |
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| /s/ Kathleen C. Haines | | DIRECTOR |
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| Kathleen C. Haines | | |
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| /s/ Basil G. Mavroleon | | DIRECTOR |
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| Basil G. Mavroleon | | |
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| /s/ Karin Y. Orsel | | DIRECTOR |
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| Karin Y. Orsel | | |
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| /s/ Arthur L. Regan | | DIRECTOR |
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| Arthur L. Regan | | |
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