Star Bulk and Eagle Bulk to merge
Written by Nick Blenkey
Photo; Star Bulk
Athens-headquartered Star Bulk Carriers Corp. (NASDAQ: SBLK) is to acquire Stamford, Conn., headquartered Eagle Bulk Shipping Inc. (NYSE: EGLE) in an all-stock merger on a Net Asset Value to Net Asset Value (NAV) basis with a pro forma market capitalization of approximately $2.1 billion.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. This represents a total consideration of approximately $52.60 per share, a 17% premium based on Eagle’s closing share price of $44.85 on December 8, 2023. On the close of the transaction, Star Bulk shareholders will own approximately 71% of the combined company on a fully diluted basis and Eagle shareholders will own approximately 29%
The combined company will operate as Star Bulk Carriers Corp. and will be headquartered in Athens, Greece, while maintaining offices in Stamford, Connecticut; Singapore; Copenhagen; and Limassol.
It will be led by the current management team of Star Bulk and will be joined by certain senior executives of Eagle. Upon close, Star Bulk CEO Petros Pappas will serve as CEO of the combined company and Spyros Capralos, current chairman of Star Bulk, will serve as chairman of the combined company’s board. One member of the Eagle board will join the Star Bulk board at closing.
“Bringing together Star Bulk and Eagle will create a global leader in dry bulk shipping with a large, diversified, scrubber fitted fleet,” said Pappas. “Together we will benefit from greater scale with 169 owned vessels, generating meaningful synergies and building an even stronger financial profile. We will leverage both companies’ technical and commercial fleet management capabilities to optimize performance, deliver on our health, safety, and environmental objectives and maximize earnings potential. With a well-capitalized balance sheet, we aim to continue delivering strong cash returns to shareholders while investing in emission reduction technologies as we continue to pursue growth over the long term. We look forward to working with the talented Eagle team to successfully integrate the two companies.”
“We are very excited to be joining forces with Star Bulk, uniting two best-in-class companies, both commercially and operationally.” said Eagle CEO Gary Vogel. “We are bringing together two highly complementary organizations and are confident that this accretive merger with Star Bulk will unlock significant value for Eagle shareholders, including the opportunity to participate in the long-term upside of the combined company.”
The combined company will be the largest U.S. listed dry bulk shipping company with a combined fleet of 169 owned-vessels on a fully delivered basis, 97% of which are fitted with scrubbers, ranging from Newcastlemax/Capesize to Supramax/Ultramax vessels and a global market presence.
The transaction is expected to close in the first half of 2024, subject to approval by Eagle shareholders, receipt of applicable regulatory approvals and the satisfaction of other customary closing conditions.
- More in the investor presentation
