UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2017
|
Eagle Bulk Shipping Inc. | ||
|
(Exact name of registrant as specified in its charter) |
|
Republic of the Marshall Islands |
001-33831 |
98-0453513 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS employer identification no.) |
|
|
|
|
|
300 First Stamford Place, 5th Floor Stamford, CT 06902 |
||
|
(Address of principal executive offices, including zip code) | ||
(Registrant's telephone number, including area code): (203) 276-8100
(Former Name or Former Address, if Changed Since Last Report): None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
[_] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
[_] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
[_] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
[_] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 28, 2017, Eagle Bulk Ultraco LLC, a wholly owned subsidiary of Eagle Bulk Shipping Inc. (the “Company”), entered into a framework agreement (the “Agreement”) with Greenship Bulk Manager Pte. Ltd., as Trustee-Manager of Greenship Bulk Trust, a Norwegian OTC-listed entity, for the purchase of nine Crown-63 Ultramax dry bulk sister vessels built between 2012 and 2015 (each a “Vessel,” and collectively, the “Vessels”). The aggregate purchase price for the nine Vessels is $153.0 million. The allocated purchase price for each Vessel is $17.0 million.
On June 9, 2017, the Company completed the acquisition of the fifth Vessel (the “Acquisition”). The remaining Vessels are expected to be delivered charter free between the current date and September 2017.
This summary of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the text of the Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on May 9, 2017 and is incorporated into this Item 2.01 by reference.
Item 7.01. Regulation FD.
On June 9, 2017, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 7.01 or the exhibit attached hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
|
Description |
|
|
|
|
|
2.1 |
Framework Agreement, dated as of February 28, 2017, by and between Eagle Bulk Ultraco LLC and Greenship Bulk Manager Pte. Ltd., as Trustee-Manager of Greenship Bulk Trust (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on May 9, 2017 and incorporated herein by reference). | |
|
99.1 |
|
Press release, issued by Eagle Bulk Shipping Inc., dated June 9, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
EAGLE BULK SHIPPING INC. | |
|
|
(registrant) | |
|
|
|
|
|
|
|
|
|
Dated: June 9, 2017 |
By: |
/s/ Frank De Costanzo |
|
|
Name: |
Frank De Costanzo |
|
|
Title: |
Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit Number |
|
Description |
|
|
|
|
|
2.1 |
Framework Agreement, dated as of February 28, 2017, by and between Eagle Bulk Ultraco LLC and Greenship Bulk Manager Pte. Ltd., as Trustee-Manager of Greenship Bulk Trust (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on May 9, 2017 and incorporated herein by reference). | |
|
99.1 |
|
Press release, issued by Eagle Bulk Shipping Inc., dated June 9, 2017. |
Exhibit 99.1
Eagle Bulk Takes Delivery of M/V Fairfield Eagle
STAMFORD, Conn., June 9, 2017 -- Eagle Bulk Shipping, Inc. (Nasdaq: EGLE) today announced that it has taken delivery of the M/V Fairfield Eagle, the fifth of nine Crown-63 Ultramax dry bulk sister vessels the Company acquired from Greenship Bulk Trust.
Gary Vogel, Eagle Bulk’s CEO, commented, “The delivery of the M/V Fairfield Eagle, the fifth of nine ships acquired from Greenship Bulk Trust, highlights our ability to deliver on key strategic priorities, including fleet growth and renewal, as well as the continued development of our active owner-operator business model.”
With the addition of the M/V Fairfield Eagle, the Eagle Bulk fleet currently consists of 45 vessels on the water, including seven Ultramax vessels with another four Ultramax vessels from Greenship Bulk Trust set to be delivered over the coming months.
About Eagle Bulk Shipping
Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in Stamford, Connecticut. Eagle Bulk owns one of the largest fleets of Supramax/Ultramax dry bulk vessels in the world. Supramax/Ultramax vessels, which are constructed with on-board cranes, range in size from approximately 50,000 to 65,000 dwt. The Company transports a broad range of major and minor bulk cargoes, including but not limited to coal, grain, ore, pet coke, cement and fertilizer, along worldwide shipping routes.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect management's current expectations and observations with respect to future events and financial performance. Where the Company expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, the Company's forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company’s financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Company Contact
Frank De Costanzo
Chief Financial Officer
Eagle Bulk Shipping Inc.
Tel. +1 203-276-8100
Media and Investor Contact
Jonathan Morgan or Alex Hinson
Perry Street Communications
212-741-0014
eagle@perryst.com