--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-24-015450" form_type: "8-K" ticker: null cik: "0001322439" company_name: "Eagle Bulk Shipping Inc." filed_at: "2024-04-09T23:59:59+00:00" generated_at: "2026-06-04T00:46:54.985655+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Eagle Bulk completes merger with Star Bulk; shareholders receive 2.6211 shares per share ## Summary - 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. ## SEC filing metadata - accession: 0001628280-24-015450 - form_type: 8-K - cik: 0001322439 - company_name: Eagle Bulk Shipping Inc. - filed_at: 2024-04-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/egle-20240409.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-24-015450 - JSON: https://secwatch.observer/filing/0001628280-24-015450.json - Plain text: https://secwatch.observer/filing/0001628280-24-015450.txt ## Key facts - Debt Financings Eagle Bulk Shipping Inc. amended convertible notes with Deutsche Bank Trust Company Americas. - Instrument: convertible notes - Counterparty: Deutsche Bank Trust Company Americas - Event: amendment source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Executive change Simos Spyrou was appointed as Director at Eagle Bulk Shipping Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Executive change Christos Begleris was appointed as Officer at Eagle Bulk Shipping Inc.. - Action: appointed - Role: Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Executive change Simos Spyrou was appointed as Officer at Eagle Bulk Shipping Inc.. - Action: appointed - Role: Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Executive change Christos Begleris was appointed as Director at Eagle Bulk Shipping Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Executive change Gary Vogel was terminated as Chief Executive Officer at Eagle Bulk Shipping Inc.. - Action: terminated - Role: Chief Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Governance Changes Eagle Bulk Shipping Inc.: Merger submarine's certificate and bylaws became surviving corporation's charter and bylaws. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1322439/000162828024015450/0001628280-24-015450-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.