Eagle Bulk repurchases Oaktree's 28% stake (~3.8M shares) for $219.3M, adopts 1-year poison pill with 15% trigger

Eagle Bulk Shipping Inc.

Repurchased 3,781,561 shares from Oaktree at $58.00/share, a ~16% discount to adjusted NAV per share.
Oaktree's entire ~28% stake eliminated; outstanding shares reduced to ~9.3 million.
Transaction funded by $125M revolver drawdown and $75M term loan draw (both under existing credit facility).
Board adopted a shareholder rights plan effective June 22, 2023, expiring June 22, 2024 unless extended by shareholders.
Rights become exercisable if a person/group acquires 15% or more of common stock without Board approval.

item 1.01 item 2.03 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Eagle Bulk Shipping Inc.: Filed a Certificate of Designations for Series A Junior Participating Preferred Stock (effective 2023-06-22).

Change: charter amendment
Effective: 2023-06-22

Exact text from the filing

the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock designating 700,000 Preferred Shares. The Company filed the Certificate of Designations for the Preferred Shares on June 22, 2023 with the Registrar of Corporations of the Republic of the Marshall Islands and the Certificate of Designations became effective on such date.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Eagle Bulk Shipping Inc. entered into Rights Agreement with Computershare Trust Company, N.A. valued at Shareholder Rights Agreement with preferred share purchase rights; exercise price $180.00 per one on (effective 2023-06-22).

Action: entry
Counterparty: Computershare Trust Company, N.A.
Value: Shareholder Rights Agreement with preferred share purchase rights; exercise price $180.00 per one on
Effective: 2023-06-22

Exact text from the filing

On June 22, 2023, Eagle Bulk Shipping Inc. (the “Company”) entered into a Rights Agreement (the “Rights Agreement”) with Computershare Trust Company, N.A., a national banking corporation, as rights agent.

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Source: SEC EDGAR

accession 0001193125-23-172825

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