secwatch / observer
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.

Executive movements

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

Appointed

Simos Spyrou

Director
Eagle Bulk Shipping Inc.
Effective
2024-04-09
Filed
April 9, 2024, 7:59 PM ET
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.
Appointed

Christos Begleris

Officer
Eagle Bulk Shipping Inc.
Effective
2024-04-09
Filed
April 9, 2024, 7:59 PM ET
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.
Appointed

Simos Spyrou

Officer
Eagle Bulk Shipping Inc.
Effective
2024-04-09
Filed
April 9, 2024, 7:59 PM ET
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.
Appointed

Christos Begleris

Director
Eagle Bulk Shipping Inc.
Effective
2024-04-09
Filed
April 9, 2024, 7:59 PM ET
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.
Departed

Gary Vogel

Chief Executive Officer
Eagle Bulk Shipping Inc.
Effective
2024-04-09
Filed
April 9, 2024, 7:59 PM ET
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

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

299 debt financings filed in the last 30 days. Browse all debt financings →

Source: SEC EDGAR
accession 0001628280-24-015450
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