8-K
filed April 9, 2024, 7:59 PM ET
CIK 0001322439
M&A
confidence high
sentiment neutral
materiality 1.00
Eagle Bulk Shipping Inc.: M&A transaction — Eagle Bulk completes merger with Star Bulk; shareholders receive 2.6211 shares per share
Eagle Bulk Shipping Inc.
- Merger effective April 9, 2024; each Eagle share converted into 2.6211 Star Bulk shares.
- Eagle's 5.00% Convertible Notes due 2024 now convertible into 83.6702 Star Bulk shares per $1,000.
- All Eagle directors/officers resigned; Simos Spyrou and Christos Begleris appointed as directors/officers.
- CEO Gary Vogel terminated with Good Reason; receives 1.5x base+bonus, COBRA, accelerated equity vesting.
- Eagle stock delisted from NYSE; company to file Form 15 to suspend reporting.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Eagle Bulk Shipping Inc. amended convertible notes with Deutsche Bank Trust Company Americas.
- Instrument
- convertible notes
- Counterparty
- Deutsche Bank Trust Company Americas
- Event
- amendment
Exact text from the filing
Supplemental Indenture for Convertible Notes In connection with the consummation of the Merger, Eagle, Star Bulk and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), entered into a First Supplemental Indenture, dated as of April 9, 2024 (the “ Supplemental Indenture ”), which amends and supplements the Indenture, dated as of July 29, 2019, by and between Eagle and the Trustee (the “ Base Indenture ” and as amended by the Supplemental Indenture, the “ Indenture ”), governing Eagle’s 5.00% Convertible Senior Notes due 2024 (the “ Notes ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simos Spyrou was appointed as Director at Eagle Bulk Shipping Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub as of immediately prior to the Effective Time, which consisted of Simos Spyrou and Christos Begleris, became the directors of Eagle as the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christos Begleris was appointed as Officer at Eagle Bulk Shipping Inc..
- Action
- appointed
- Role
- Officer
Exact text from the filing
the officers of Merger Sub as of immediately prior to the Effective Time, which consisted of Simos Spyrou and Christos Begleris, became the officers of Eagle as the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simos Spyrou was appointed as Officer at Eagle Bulk Shipping Inc..
- Action
- appointed
- Role
- Officer
Exact text from the filing
the officers of Merger Sub as of immediately prior to the Effective Time, which consisted of Simos Spyrou and Christos Begleris, became the officers of Eagle as the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christos Begleris was appointed as Director at Eagle Bulk Shipping Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub as of immediately prior to the Effective Time, which consisted of Simos Spyrou and Christos Begleris, became the directors of Eagle as the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Vogel was terminated as Chief Executive Officer at Eagle Bulk Shipping Inc..
- Action
- terminated
- Role
- Chief Executive Officer
Exact text from the filing
the parties agreed that Mr. Vogel’s final date of employment would be the date of the closing of the Merger and that his termination of employment on the date of the closing of the Merger would constitute a termination by Mr. Vogel for Good Reason
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Eagle Bulk Shipping Inc.: Merger submarine's certificate and bylaws became surviving corporation's charter and bylaws.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of Merger Sub became the certificate of incorporation and bylaws of Eagle as the surviving corporation.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Eagle Bulk Shipping Inc. underwent a change of control involving Star Bulk Carriers Corp. for 2.6211 common shares of Star Bulk Common Stock (closed 2024-04-09).
- Action
- change of control
- Counterparty
- Star Bulk Carriers Corp.
- Consideration
- 2.6211 common shares of Star Bulk Common Stock
- Closing
- 2024-04-09
Exact text from the filing
Stock held by Eagle, Star Bulk, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) will be automatically converted into the right to receive 2.6211 common shares (the “ Exchange Ratio ”) of Star Bulk (the “ Star Bulk Common Stock ”) and any cash payable in respect of fractional shares. Each Eagle restricted share and Eagle
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Eagle Bulk Shipping Inc. entered into First Supplemental Indenture with Deutsche Bank Trust Company Americas valued at Amends and supplements Base Indenture governing Eagle's 5.00% Convertible Senior Notes due 2024 (effective 2024-04-09).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Deutsche Bank Trust Company Americas
- Value
- Amends and supplements Base Indenture governing Eagle's 5.00% Convertible Senior Notes due 2024
- Effective
- 2024-04-09
Exact text from the filing
In connection with the consummation of the Merger, Eagle, Star Bulk and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), entered into a First Supplemental Indenture, dated as of April 9, 2024 (the “ Supplemental Indenture ”), which amends and supplements the Indenture, dated as of July 29, 2019, by and between Eagle and the Trustee (the “ Base Indenture ” and as amended by the Supplemental Indenture, the “ Indenture ”), governing Eagle’s 5.00% Convertible Senior Notes due 2024 (the “ Notes ”).
View on SEC.gov
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