Star Bulk Carriers Corp. Commences Backstopped Equity Rights Offering
Star Bulk Carriers Corp. Commences Backstopped Equity Rights Offering
ATHENS, GREECE -- (Marketwired) -- 06/21/13 -- Star Bulk Carriers Corp. (the "Company" or "Star Bulk") (NASDAQ: SBLK) announced today that it has commenced its previously announced equity rights offering.
The Company plans to raise gross proceeds of $75.0 million through the backstopped equity rights offering of 14,018,692 common shares (the "Offered Shares") only to holders of record of its common shares (the "Record Date Holders") as of May 15, 2013 (the "Record Date"). The net proceeds are expected to be primarily used for orders for fuel-efficient drybulk vessels with some of the proceeds being reserved for working capital and general corporate purposes.
In connection with this offering, the Company has distributed, at no charge, to the Record Date Holders one non-transferable subscription right to purchase the Offered Shares for each common share owned on the Record Date. The subscription rights will expire, if not exercised, at 5:00 p.m., New York City time, on July 19, 2013, unless extended by the Board of Directors (the "Board") of the Company (the "Expiration Date").
For each subscription right, a Record Date Holder will be entitled to purchase 2.5957 common shares at a subscription price of $5.35 per share. Record Date Holders are required to submit payment in full for all of the common shares they wish to buy pursuant to the exercise of the basic subscription right to the subscription agent, American Stock Transfer & Trust Company, LLC, by no later than 5:00 p.m., New York City time, on the Expiration Date.
The offering is backstopped by investment funds managed by Oaktree Capital Management L.P. or its affiliates ("Oaktree"), a Los Angeles based investment firm with approximately $77.1 billion of assets under management as of December 31, 2012, investment funds managed by Monarch Alternative Capital LP ("Monarch"), a New York based investment firm with approximately $5.5 billion of assets under management, BlueShore Global Equity Fund, L.P., Far View Partners L.P. and other third party investors and existing shareholders, including certain of our directors including Ms. Milena Pappas, and our executive officers, including our Chief Executive Officer, Chief Financial Officer an d Chief Operating Officer (collectively, the "Backstop Investors"). Subject to certain conditions, Oaktree and Monarch will each have the right to nominate, subject to the approval of the Company's nominating committee, one director for our Board.
In consideration for providing its backstop commitment, the Company has agreed to issue to each Backstop Investor that is not an affiliate of the Company immediately prior to the completion of the rights offering a number of additional common shares equal to 3% of its backstop commitment. In addition, the Company has guaranteed certain Backstop Investors minimum participation amounts which, depending on the participation level of the Record Date Holders, could cause the amount of shares to be issued to increase and the gross proceeds raised to exceed $75.0 million.
The Company has commenced mailing an offering subscription package, including, a copy of the prospectus and other additional materials related to the rights offering, to the Record Date Holders. The rights offering is being made only by means of a prospectus. Before you invest, you should read the prospectus and the registration statement (SEC Registration No. 333-188281), including each "free writing prospectus," if any, and all of the documents incorporated by reference therein and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will arrange to send you the registration statement, including the prospectus if you request it by calling the information agent for the offering, Advantage Proxy Inc., toll-free at 877-870-8565 or if you are a bank of broker, 206-870-8565.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the rights or the underlying common shares nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Star Bulk Star Bulk is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk's vessels transport major bulks, which include iron ore, coal and grain and minor bulks, which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, Greece. Its common shares trade on the Nasdaq Global Select Market under the symbol "SBLK." Currently, Star Bulk's fleet consists of 13 dry bulk carriers, consisting of five Capesize vessels and eight Supramax vessels and a combined cargo carrying capacity of 1,290,602 deadweight tons and an average age of approximately 10.4 years.
Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, examination by the Company's management of historical operating trends, data contained in its records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company's control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in the Company's view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in the Company's operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company's vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
Company: Simos Spyrou CFO Star Bulk Carriers Corp. c/o Star Bulk Management Inc. 40 Ag. Konstantinou Av. Maroussi 15124 Athens, Greece www.starbulk.com
Investor Relations / Financial Media: Nicolas Bornozis President Capital Link, Inc. 230 Park Avenue, Suite 1536 New York, NY 10169 Tel. (212) 661-7566 E-mail: firstname.lastname@example.org www.capitallink.com