Eagle Bulk to be acquired by Star Bulk in all-stock merger; exchange ratio 2.6211

Eagle Bulk Shipping Inc.

Exchange ratio: 2.6211 Star Bulk shares per Eagle Bulk share; Eagle Bulk shareholders to own ~29% of combined company.
Deal unanimously approved by both boards; subject to EGLE shareholder vote, HSR clearance; expected close by Sept 2024.
Eagle Bulk granted 45-day 'go-shop' period until Jan 10, 2024, limited to Danaos Corp and Castor Maritime.
Termination fee of $20M ($10M during go-shop) payable by Eagle Bulk if it accepts superior proposal or changes recommendation.
CFO Constantine Tsoutsoplides enters new employment agreement with retention bonus up to $1.1M and transition to Senior Advisor post-merger.

item 1.01 item 5.02 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Role change

Constantine Tsoutsoplides

Chief Financial Officer (transitioning to Senior Advisor post-merger)

Eagle Bulk Shipping Inc.

Filed: December 14, 2023, 6:59 PM ET

Mr. Tsoutsoplides will continue to serve as Eagle Bulk’s Chief Financial Officer until the consummation of the Merger (the “Closing Date”). From and after the Closing Date, Mr. Tsoutsoplides will serve as a Senior Advisor to Star Bulk

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Constantine Tsoutsoplides changed role as Chief Financial Officer (transitioning to Senior Advisor post-merger) at Eagle Bulk Shipping Inc..

Action: role change
Role: Chief Financial Officer (transitioning to Senior Advisor post-merger)

Exact text from the filing

Mr. Tsoutsoplides will continue to serve as Eagle Bulk’s Chief Financial Officer until the consummation of the Merger (the “Closing Date”). From and after the Closing Date, Mr. Tsoutsoplides will serve as a Senior Advisor to Star Bulk

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Eagle Bulk Shipping Inc. entered into Agreement and Plan of Merger with Star Bulk Carriers Corp., Star Infinity Corp. (effective 2023-12-11).

Action: entry
Agreement: merger
Counterparty: Star Bulk Carriers Corp., Star Infinity Corp.
Effective: 2023-12-11

Exact text from the filing

On December 11, 2023, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (“ Eagle Bulk ”), Star Bulk Carriers Corp., a Republic of the Marshall Islands corporation (“ Star Bulk ”), and Star Infinity Corp., a Republic of the Marshall Islands corporation and wholly-owned subsidiary of Star Bulk (“ Merger Sub ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which Eagle Bulk and Star Bulk have agreed, subject to the terms and conditions of the Merger Agreement, to effect a stock-for-stock merger whereby Merger Sub will merge with and into Eagle Bulk, resulting in Eagle Bulk surviving the merger as a wholly owned subsidiary of Star Bulk (the “ Merger ”).

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147 material agreements filed in the last 30 days. Browse all material agreements →

Source: SEC EDGAR

accession 0001193125-23-294598

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