Republic of the Marshall Islands
(State or other jurisdiction of incorporation or organization)
|
4412
(Primary Standard Industrial Classification Code Number) |
98-0453513
(I.R.S. Employer Identification Number) |
Frank De Costanzo
Chief Financial Officer
Eagle Bulk Shipping Inc.
300 First Stamford Place, 5th Floor
Stamford, CT 06902 (203) 276-8100
|
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________________
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company) |
Smaller reporting company ☒
Emerging growth company ☐
|
Title of Each Class of Securities to
be Registered*
|
Amount to be
Registered(1)(2)
|
Proposed
Maximum
Aggregate
Price Per Unit
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration
Fee
|
||||||||||||
Primary Offering
|
||||||||||||||||
Common stock, par value $0.01 per share
|
||||||||||||||||
Preferred stock, par value $0.01 per share
|
||||||||||||||||
Debt Securities(3)
|
||||||||||||||||
Guarantees(4)
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||||||||||||||||
Warrants(5)
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||||||||||||||||
Purchase contracts(6)
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||||||||||||||||
Rights(7)
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||||||||||||||||
Units(8)
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||||||||||||||||
Primary Offering Total
|
$
|
750,000,000
|
(1)(9)
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$
|
90,900
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(15)
|
||||||||||
Secondary Offering
|
||||||||||||||||
Common stock, par value $0.01 per share
|
47,216,654
|
$
|
4.86
|
(10)
|
$
|
229,472,938.44
|
(10)
|
$
|
27,812.12
|
(15)
|
||||||
Warrants(11)
|
10,748
|
N/A
|
N/A
|
N/A
|
||||||||||||
Common Stock, par value $0.01 per share, underlying Warrants(12)
|
537
|
$
|
4.86
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(10)
|
$
|
2,609.82
|
(10)
|
$
|
0.32
|
|
||||||
Common Stock, par value $0.01 per share, underlying Warrants(13)
|
537
|
$
|
556.40
|
(14)
|
$
|
297,787
|
(14)
|
$
|
3.63
|
(15)
|
||||||
Secondary Offering Total
|
$
|
229,773,335.26
|
|
$
|
27,848.53
|
(15)
|
||||||||||
TOTAL
|
$
|
979,773,335.26
|
|
$
|
118,748.53
|
(15)
|
* |
Pursuant to Rule 429 promulgated under the Securities Act, the prospectus contained in this registration statement also relates to (i) up to a maximum of $750,000,000 of the registrant’s common shares, preferred shares, warrants,
rights or units remaining unsold and (ii) 34,277,369 of the common shares to be offered from time to time by certain shareholders, which were registered pursuant to a registration statement on Form S-3 (File No. 333-217180) (as
amended, the “Previously Filed Registration Statement”). We are also registering up to a maximum of $750,000,000 of debt securities, which may be guaranteed by one or more of our subsidiaries, and 12,939,285 additional common shares
for resale by the selling shareholders named herein, and certain persons that may be added as selling shareholders in a subsequent prospectus supplement, including among others the transferees of such selling shareholders.
|
(1) |
With respect to the primary offering, such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $750,000,000. This registration
statement includes such presently indeterminate number of securities registered hereunder as may be issuable from time to time upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities as may be
offered pursuant to the prospectus filed with this registration statement. No separate consideration will be received for any securities registered hereunder that are issued upon conversion of, or in exchange for, or upon exercise of,
as the case may be, convertible or exchangeable securities.
|
(2) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also relates to an indeterminate number of additional shares of common stock that may become issuable with respect
to the shares being registered in the secondary offering hereunder to prevent dilution resulting from stock splits, stock dividends or similar transactions.
|
(3) |
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $750,000,000.
|
(4) |
The debt securities may be guaranteed pursuant to guarantees by the subsidiaries of Eagle Bulk Shipping Inc. No separate compensation will be received for the guarantees. Pursuant to Rule 457(n), no separate fees for the guarantees
are payable.
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(5) |
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $750,000,000. These
warrants were previously registered pursuant to the Previously Filed Registration Statement.
|
(6) |
There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $750,000,000. These
purchase contracts were previously registered pursuant to the Previously Filed Registration Statement.
|
(7) |
There is being registered hereunder an indeterminate number of rights as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $750,000,000. These rights were previously registered
pursuant to the Previously Filed Registration Statement.
|
(8) |
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $750,000,000. Units may consist of any combination of the
securities registered hereunder. These units were previously registered pursuant to the Previously Filed Registration Statement.
|
(9) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Pursuant to General Instruction II(D) of Form S-3, the table does not specify by each class information as to the
proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by Eagle
Bulk Shipping Inc. pursuant to this registration statement exceed $750,000,000.
|
(10) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average high and low prices of the common stock of Eagle Bulk Shipping Inc. on the Nasdaq Global
Select Market on September 9, 2019.
|
(11) |
Represents warrants being registered for resale by the selling shareholders. These warrants were previously registered pursuant to the Previously Filed Registration Statement.
|
(12) |
Represents shares of common stock that may be sold by the selling shareholders upon the exercise of warrants held by such selling shareholders. These shares were previously registered pursuant to the Previously Filed Registration
Statement.
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(13) |
Represents shares of common stock underlying the warrants described in footnote (11) above to the extent the warrants are transferred prior to exercise. The filing fee is included in the filing fee for the shares of common stock
underlying the warrants described in footnote (12) above. These shares were previously registered pursuant to the Previously Filed Registration Statement.
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(14) |
Based on the fixed exercise price of the security.
|
(15) |
Pursuant to Rule 415(a)(6) under the Securities Act, the registration fee associated with such securities registered pursuant to the Prior Shelf Registration Statement, which remain unsold (the “Unsold Securities”), will continue to
be applied to the Unsold Securities being carried forward and registered pursuant to this registration statement. A filing fee of $8,255.80 was previously paid in connection with the initial filing of the Form S-3 on August 9, 2019 in
connection with (i) $750,000,000 of debt securities, which may be guaranteed by one or more of our subsidiaries, to be sold by the Company and registered hereunder and (ii) 12,939,285 additional shares of common stock to be sold by the
selling shareholders named herein, and certain persons that may be added as selling shareholders in a subsequent prospectus supplement, including among others the transferees of such selling shareholders, and registered hereunder, that
were not registered pursuant to the Previously Filed Resale Registration Statement.
|
PROSPECTUS SUMMARY
|
1
|
CORPORATE INFORMATION
|
5
|
THE OFFERING
|
6
|
RISK FACTORS
|
9
|
FORWARD-LOOKING STATEMENTS
|
13
|
USE OF PROCEEDS
|
14
|
CAPITALIZATION
|
15
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DESCRIPTION OF CAPITAL STOCK
|
17
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DESCRIPTION OF DEBT SECURITIES
|
21
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DESCRIPTION OF WARRANTS
|
30
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DESCRIPTION OF PURCHASE CONTRACTS
|
32
|
DESCRIPTION OF RIGHTS
|
33
|
DESCRIPTION OF UNITS
|
34
|
SELLING SHAREHOLDERS
|
35
|
PLAN OF DISTRIBUTION
|
37
|
EXPERTS
|
40
|
LEGAL MATTERS
|
40
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
40
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
40
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
41
|
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
|
II-1
|
Vessel
|
Class
|
Dwt
|
Year Built
|
Bittern
|
Supramax
|
57,809
|
2009
|
Canary
|
Supramax
|
57,809
|
2009
|
Cape Town Eagle
|
Ultramax
|
64,000
|
2015
|
Cardinal
|
Supramax
|
55,362
|
2004
|
Crane
|
Supramax
|
57,809
|
2010
|
Crested Eagle
|
Supramax
|
55,989
|
2009
|
Crowned Eagle
|
Supramax
|
55,940
|
2008
|
Dublin Eagle
|
Ultramax
|
63,550
|
2015
|
Egret Bulker
|
Supramax
|
57,809
|
2010
|
Fairfield Eagle
|
Ultramax
|
63,301
|
2013
|
Gannet Bulker
|
Supramax
|
57,809
|
2010
|
Golden Eagle
|
Supramax
|
55,989
|
2010
|
Goldeneye
|
Supramax
|
52,421
|
2002
|
Grebe Bulker
|
Supramax
|
57,809
|
2010
|
Greenwich Eagle
|
Ultramax
|
63,301
|
2013
|
Groton Eagle
|
Ultramax
|
63,301
|
2013
|
Hamburg Eagle
|
Ultramax
|
63,334
|
2014
|
Hawk I
|
Supramax
|
50,296
|
2001
|
Ibis Bulker
|
Supramax
|
57,809
|
2010
|
Imperial Eagle
|
Supramax
|
55,989
|
2010
|
Jaeger
|
Supramax
|
52,483
|
2004
|
Jay
|
Supramax
|
57,809
|
2010
|
Kingfisher
|
Supramax
|
57,809
|
2010
|
Madison Eagle
|
Ultramax
|
63,301
|
2013
|
Martin
|
Supramax
|
57,809
|
2010
|
Mystic Eagle
|
Ultramax
|
63,301
|
2013
|
New London Eagle
|
Ultramax
|
63,140
|
2015
|
Nighthawk
|
Supramax
|
57,809
|
2011
|
Oriole
|
Supramax
|
57,809
|
2011
|
Osprey I
|
Supramax
|
50,206
|
2002
|
Owl
|
Supramax
|
57,809
|
2011
|
Petrel Bulker
|
Supramax
|
57,809
|
2011
|
Puffin Bulker
|
Supramax
|
57,809
|
2011
|
Roadrunner Bulker
|
Supramax
|
57,809
|
2011
|
Rowayton Eagle
|
Ultramax
|
63,301
|
2013
|
Sandpiper Bulker
|
Supramax
|
57,809
|
2011
|
Shrike
|
Supramax
|
53,343
|
2003
|
Singapore Eagle
|
Ultramax
|
63,386
|
2017
|
Skua
|
Supramax
|
53,350
|
2003
|
Southport Eagle
|
Ultramax
|
63,301
|
2013
|
Stamford Eagle
|
Ultramax
|
61,530
|
2016
|
Stellar Eagle
|
Supramax
|
55,989
|
2009
|
Stonington Eagle
|
Ultramax
|
63,301
|
2012
|
Sydney Eagle
|
Ultramax
|
63,523
|
2015
|
Tern
|
Supramax
|
50,209
|
2003
|
Westport Eagle
|
Ultramax
|
63,344
|
2015
|
Vessel
|
Class
|
Dwt (approximate)
|
Year Built
|
Acquisition Vessel #1
|
Ultramax
|
64,000
|
2016
|
Acquisition Vessel #2
|
Ultramax
|
64,000
|
2016
|
Acquisition Vessel #3
|
Ultramax
|
64,000
|
2015
|
Acquisition Vessel #4
|
Ultramax
|
64,000
|
2015
|
Acquisition Vessel #5
|
Ultramax
|
64,000
|
2015
|
Acquisition Vessel #6
|
Ultramax
|
64,000
|
2015
|
• |
Focusing on the most attractive drybulk vessel segment. We focus on owning and operating vessels within the midsize Supramax and Ultramax segment. We consider this vessel segment to be the most
versatile amongst the various drybulk asset classes due to the size and specifications of Supramax and Ultramax ships. With a dwt size ranging from 50,000 to 65,000 metric tons and a length of approximately 200 meters, Supramax and
Ultramax vessels are able to accommodate large cargo quantities, but call on the majority of ports around the globe. In addition, these vessels are equipped with onboard cranes and grabs, giving them the capability to load and discharge
cargoes without the need for shore-based port equipment/infrastructure. We believe the versatility and flexibility of Supramax and Ultramax vessels provide for improved risk-adjusted returns.
|
• |
Employing an active management strategy for fleet trading. We employ an active management strategy for fleet employment with the objective of optimizing revenue performance and maximizing
earnings on a risk managed basis. Through the execution of various commercial strategies employed across our global trading desks in the United States, Europe, and Asia, the Company has been able to achieve improved results and outperform
the relevant market index on a consistent basis.
|
• |
Executing on fleet renewal and growth. Since 2016, we have executed on a fleet renewal program with a total of [34] vessel sales and purchases as of the date of this prospectus. We have acquired
20 modern Ultramaxes, including the six Acquisition Vessels, and sold 14 of our older and less efficient Supramaxes. We believe that these transactions have led to an improvement in the makeup and earnings generation ability of our fleet,
as well as maintain our average age of our fleet.
|
• |
Performing technical management in-house. We perform all technical management services relating to vessel maintenance, vessel repairs and crewing. We believe maintaining technical management
in-house allows us to better optimize operating costs and vessel performance.
|
• |
Implementing a prudent approach to balance sheet management. We believe the long-term success of the Company is contingent on maintaining a prudent approach to balance sheet management,
including working capital optimization, moderate leverage, diversifying capital sources, lowering cost of capital, limiting interest rate exposure, and optimizing debt profile/tenor.
|
• |
Upholding strong corporate governance. In order to ensure full alignment with our shareholders, we place a great deal of emphasis on maintaining strong corporate governance. Our corporate
governance structure includes having a board of directors, which is comprised of independent directors with the sole exception of our CEO, having an independent Chairman of the Board, and having a related person transaction approval
policy. We believe good corporate governance encourages accountability and transparency, and promotes good decision-making. Our corporate governance has been recognized as one of the strongest in the industry.
|
• |
Enacting Corporate Social Responsibility (“CSR”). The business decisions we make daily onboard our ships and by our shoreside team are guided by our focus on the health and safety of our crew,
our ships, and the environment. We are mindful to conduct ourselves as a responsible business, intent on encouraging accountability and transparency while promoting good decision-making.
|
• |
Abiding by our values.
|
• |
PASSION for excellence drives us
|
• |
EMPOWERMENT of our people leads to better results
|
• |
INTEGRITY defines our culture
|
• |
RESPONSIBILITY to safety underpins every decision
|
• |
FORWARD THINKING takes us to a more successful tomorrow
|
Issuer
|
Eagle Bulk Shipping Inc.
|
Selling shareholders
|
The selling shareholders obtained shares of our common stock through public and private transactions, including in open market transactions and through certain share lending arrangements as described more fully
below. Please see “Selling Shareholders.”
|
Securities offered
|
|
Primary Offering:
|
We may use this prospectus to offer up to $750,000,000 of:
• common stock;
• preferred stock;
• debt securities, which may be guaranteed by one or more of our subsidiaries;
• warrants;
• purchase contracts;
• rights;
• and units.
We may also offer securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above.
In addition, in the event of the sale of any Existing Warrants by selling shareholders hereunder as described below, we may issue shares of common stock to the purchasers of such Existing Warrants when and if
such Existing Warrants are exercised by such purchasers.
|
Secondary Offering
|
The selling shareholders may offer:
Up to an aggregate of 47,216,654 shares of our common stock, including shares that are covered by the share lending arrangements described below and up to 537 shares of common stock issuable upon exercise of
the Existing Warrants, or the Warrant Shares.
Up to an aggregate of 10,748 of the Existing Warrants, which are exercisable for 537 shares of common stock.
See “Use of Proceeds” and “Plan of Distribution.”
|
Share Lending
Arrangements
|
Concurrently with our recent offering of convertible notes, up to 3,582,880 of shares of our common stock were offered by the selling shareholders named in our prospectus supplement dated July
25, 2019, who borrowed such shares through share lending arrangements (the “Initial Share Lending Arrangements”) with Jefferies LLC (“Jefferies”), which in turn borrowed the shares (the “Initial Loan”) from an entity affiliated with Oaktree
Capital Management L.P. (the “Initial Lender”), one of our shareholders. The Initial Loan will be available until the time that the Initial Lender requires the return of the shares under the Initial Loan, which may occur within a standard
settlement cycle upon notice to Jefferies (in no event later than 5 business days after such notice). The Initial Loan may also be terminated under certain other circumstances specified thereunder. In addition, on August 8, 2019, we loaned
3,582,880 newly-issued shares of common stock to Jefferies Capital Services LLC (“JCS”) in connection with providing a replacement share lending arrangement to the Initial Loan (the “Replacement Share Lending Arrangements”), which 3,582,880
shares (the “Replacement Borrowed Shares”) are being registered under this prospectus for resale by such selling shareholders as provided in the paragraph below.
|
Use of proceeds
|
|
Primary Offering:
|
Unless we specify otherwise in any prospectus supplement, we intend to use the net proceeds from the sale of securities offered by this prospectus for vessel acquisitions, capital expenditures, repayment of
indebtedness, working capital, and general corporate purposes.
|
Secondary Offering:
|
We will not receive any of the proceeds from the sale or other disposition of the shares of common stock, including the Warrant Shares, or the Existing Warrants offered pursuant to this prospectus.
See “Use of Proceeds” and “Plan of Distribution.”
|
Existing Warrants to be offered by the Selling Shareholders
|
Each Existing Warrant is exercisable for one-twentieth of a share of common stock at an exercise price of $556.40 per share (subject to adjustment as set forth in the Warrant Agreement (as defined herein)).
Unexercised Existing Warrants expire on October 15, 2021.
|
Registration Rights Agreement
|
On October 15, 2014, the Company and certain of its shareholders entered into a registration rights agreement. The registration rights agreement provided the shareholders party thereto with demand and piggyback
registration rights with respect to certain securities of the Company held by them, subject to the requirement that such securities qualify as Registrable Securities, as defined therein. On May 13, 2016, the Company entered into an Amended
and Restated Registration Rights Agreement, or the A&R Registration Rights Agreement, with Oaktree Capital Management, L.P. and GoldenTree Asset Management LP (and their respective affiliates), which A&R Registration Rights Agreement
provides them, among other things, demand and piggyback registration rights with respect to certain securities of the Company held by them, subject to the requirement that such securities qualify as Registrable Securities, as defined therein.
|
Listing
|
Our shares of common stock are listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “EGLE.”
|
Risk Factors
|
You should consider carefully all of the information that is contained or incorporated by reference in this prospectus and, in particular, you should evaluate the risks described under “Risk Factors.”
|
• |
supply of and demand for energy resources, commodities, consumer and industrial products;
|
• |
changes in the exploration or production of energy resources, commodities, consumer and industrial products;
|
• |
the location of regional and global exploration, production and manufacturing facilities;
|
• |
the location of consuming regions for energy resources, commodities, consumer and industrial products
|
• |
the globalization of production and manufacturing;
|
• |
global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes;
|
• |
natural disasters and weather;
|
• |
embargoes and strikes;
|
• |
disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods;
|
• |
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
|
• |
environmental and other legal regulatory developments;
|
• |
currency exchange rates; and
|
• |
the number of newbuilding orders and deliveries including slippage in deliveries;
|
• |
number of shipyards and ability of shipyards to deliver vessels;
|
• |
port and canal congestion;
|
• |
the scrapping rate of vessels;
|
• |
speed of vessel operation;
|
• |
vessel casualties;
|
• |
the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire;
|
• |
availability of financing for new vessels;
|
• |
changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and
|
• |
changes in environmental and other regulations that may limit the useful lives of vessels.
|
• |
actual basis; and
|
• |
adjusted basis, giving effect to the offering of our convertible notes.
|
As of June 30, 2019
|
||||||||
In USD
|
Actual
|
As adjusted
|
||||||
Cash and Cash Equivalents(1)(5)
|
$
|
65,462,883
|
$
|
177,462,883
|
||||
Current Debt:
|
||||||||
Norwegian Bond Debt(2)
|
8,000,000
|
8,000,000
|
||||||
Ultraco Debt Facility(3)
|
21,679,587
|
21,679,587
|
||||||
Long-Term Debt:
|
||||||||
Norwegian Bond Debt(2)
|
179,151,901
|
179,151,901
|
||||||
Ultraco Debt Facility(3)
|
123,589,834
|
123,589,834
|
||||||
Unsecured Convertible Bonds(4)
|
—
|
112,000,000
|
||||||
Total Debt:
|
332,421,322
|
444,421,322
|
||||||
Stockholders’ Equity:
|
||||||||
Common Stock(5)
|
713,485
|
713,485
|
||||||
Additional Paid-In Capital
|
896,064,585
|
896,064,585
|
||||||
Accumulated Deficit
|
(421,339,912
|
)
|
(421,339,912
|
)
|
||||
Total Stockholders’ Equity
|
475,438,158
|
475,438,158
|
||||||
Total Capitalization:
|
$
|
807,859,480
|
$
|
919,859,480
|
||||
(1) |
Includes restricted cash of $26.9 million.
|
(2) |
At June 30, 2019, our 8.250% Senior Secured Bonds issued on November 28, 2017 by Eagle Bulk Shipco LLC, one of our wholly-owned subsidiaries, or the Norwegian Bond Debt, totaled $192.0 million net of $4.9 million of debt discount and
issuance costs.
|
(3) |
At June 30, 2019, our senior secured credit facility, which Ultraco Shipping LLC, one of our wholly-owned subsidiaries, entered into as borrower on January 25, 2019, with us and certain of our indirect vessel-owning subsidiaries, as
guarantors, the lenders party thereto, the swap banks party thereto, ABN AMRO Capital USA LLC, Credit Agricole Corporate and Investment Bank, Skandinaviska Enskilda Banken AB (PUBL) and DNB Markets Inc., as mandated lead arrangers and
bookrunners,and ABNAMRO, as arranger, security trustee and facility agent, or the Ultraco Debt Facility, totaled $148.4 million net of $3.1 million of debt issuance costs.
|
(4) |
Offered prior to this prospectus and by means of a separate offering memorandum, in a private placement to qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions under
Regulation S. The proceeds of $112.0 million are net of issuance costs and include the proceeds from the sale of $14,120,000 aggregate principal amount of additional notes pursuant to the initial purchasers’ partial exercise of their
option to purchase additional notes.
|
(5) |
As of June 30, 2019, the Company had 700,000,000 authorized shares of common stock, of which 71,348,524 were issued and outstanding. Additionally, there were 25,000,000 authorized preferred shares, par value $0.01, of which none were
issued and outstanding.
|
• |
the designation of the series;
|
• |
the number of shares of the series;
|
• |
the designation, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions of such series; provided that the total shares of preferred stock shall in no event
have an aggregate liquidation preference of more than $300 million; and
|
• |
the voting rights, if any, of the holders of the series.
|
• |
the designation, aggregate principal amount and authorized denominations;
|
• |
the issue price, expressed as a percentage of the aggregate principal amount;
|
• |
the maturity date;
|
• |
the interest rate per annum, if any;
|
• |
if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for
interest payment dates;
|
• |
any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
|
• |
the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
|
• |
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
|
• |
if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
|
• |
any events of default not set forth in this prospectus;
|
• |
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
|
• |
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within
which, and the terms and conditions upon which, the election may be made;
|
• |
whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made;
|
• |
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those
debt securities under the applicable indenture;
|
• |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated
to be payable, the manner in which the amounts will be determined;
|
• |
any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
|
• |
whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
|
• |
any terms with respect to subordination;
|
• |
any listing on any securities exchange or quotation system;
|
• |
additional provisions, if any, related to defeasance and discharge of the offered debt securities; and
|
• |
the applicability of any guarantees.
|
• |
the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us,
including the senior debt securities or letters of credit;
|
• |
all capitalized lease obligations;
|
• |
all hedging obligations;
|
• |
all obligations representing the deferred purchase price of property; and
|
• |
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
|
• |
but senior debt does not include:
|
• |
subordinated debt securities; or
|
• |
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
|
• |
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
|
• |
the ability to make certain payments, dividends, redemptions or repurchases;
|
• |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
• |
our ability to make investments;
|
• |
mergers and consolidations by us or our subsidiaries;
|
• |
sales of assets by us;
|
• |
our ability to enter into transactions with affiliates;
|
• |
our ability to incur liens; and
|
• |
sale and leaseback transactions.
|
(1) |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
(2) |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder
under the indenture) or the price at which we are required to offer to purchase the securities;
|
(3) |
reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation;
|
(4) |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount
of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
(5) |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
(6) |
makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or
|
(7) |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
|
• |
default in any payment of interest when due which continues for 30 days;
|
• |
default in any payment of principal or premium when due;
|
• |
default in the deposit of any sinking fund payment when due;
|
• |
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
• |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount
set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it
would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
• |
events of bankruptcy, insolvency or reorganization.
|
• |
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor
depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
|
• |
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
|
• |
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
|
• |
the title of such warrants;
|
• |
the aggregate number of such warrants;
|
• |
the price or prices at which such warrants will be issued;
|
• |
the currency or currencies, in which the price of such warrants will be payable;
|
• |
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing,
purchasable upon exercise of such warrants;
|
• |
the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
• |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
• |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
• |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
• |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
• |
information with respect to book-entry procedures, if any;
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
• |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
• |
equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement; or
|
• |
currencies.
|
• |
the exercise price for the rights;
|
• |
the number of rights issued to each shareholder;
|
• |
the extent to which the rights are transferable;
|
• |
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
• |
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
• |
the amount of rights outstanding;
|
• |
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
• |
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
|
• |
the terms of the units and of the rights, purchase contracts, warrants, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
• |
a description of the terms of any unit agreement governing the units;
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
Selling
Shareholder(1)
|
Number of shares
beneficially owned prior
to this offering
|
Number of
shares
offered
|
Number
of
warrants
offered
|
Shares
underlying
warrants
being
offered
|
Shares beneficially
owned after giving
effect to this offering
|
|||||||||||||||||||||||
Number
|
Percentage
|
Number
|
Percentage
|
|||||||||||||||||||||||||
Oaktree Capital Management, L.P.(2)
|
29,544,503
|
38.5
|
%
|
29,544,139
|
7,280
|
364
|
0
|
0
|
%
|
|||||||||||||||||||
GoldenTree Asset Management LP(3)
|
14,089,271
|
18.4
|
%
|
14,089,098
|
3,468
|
173
|
0
|
0
|
%
|
|||||||||||||||||||
Linden Capital L.P.(4)
|
1,188,372
|
1.5
|
%
|
1,188,372
|
|
0
|
|
0
|
|
0
|
|
0
|
%
|
|||||||||||||||
Graham Credit Opportunities Ltd.(5)
|
37,247
|
|
0.05
|
%
|
37,247
|
|
0
|
|
0
|
|
0
|
|
0
|
%
|
||||||||||||||
Graham Marco Strategic Ltd.(6)
|
535,777
|
|
0.7
|
%
|
535,777
|
|
0
|
|
0
|
|
0
|
|
0
|
%
|
||||||||||||||
QVT Family Office Fund LP(7)
|
371,163
|
|
0.5
|
%
|
371,163
|
|
0
|
|
0
|
|
0
|
|
0
|
%
|
||||||||||||||
Quantum Partners LP(8)
|
1,302,194
|
|
1.7
|
%
|
1,302,194
|
|
0
|
|
0
|
|
0
|
|
0
|
%
|
||||||||||||||
Palindrome Master Fund LP(9)
|
65,247
|
|
0.09
|
%
|
65,247
|
|
0
|
|
0
|
|
0
|
|
0
|
%
|
(1) |
Also includes any sale of the Existing Warrants and the underlying common stock by pledgees, donees, transferees or other successors in interest that receive such securities by pledge, gift, distribution or
other non-sale related transfer from the named selling shareholders after the effective date of the registration statement of which this prospectus forms a part. The information concerning the selling shareholders may change from time
to time, and any changes and the names of any transferees, pledgees, donees, and other successors in interest will be set forth in supplements to this prospectus to the extent required.
|
(2) |
Based on information provided to us, the securities to which this filing relates are owned directly by OCM Opps EB Holdings, Ltd. (“EB Holdings”). The securities may also be deemed to be beneficially owned by
Oaktree Capital Management, L.P. (“OCM”), solely as the sole director of EB Holdings, Oaktree Holdings, Inc. (“Holdings”), solely as the general partner of OCM, Oaktree Capital Group, LLC (“OCG”), solely as the sole shareholder of Holdings,
and Oaktree Capital Group Holdings GP, LLC (“OCGH” and, together with EB Holdings, OCM, Holdings and OCG, the “Oaktree Reporting Persons”), solely as the duly elected manager of OCG. The members of OCGH are Howard S. Marks, Bruce A. Karsh,
Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH, may be deemed to share voting and dispositive power with respect to the shares of common stock held by EB Holdings. Each of the
general partners, managing members, directors and managers described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Oaktree Reporting Persons, except to the extent of any pecuniary
interest therein. The address of the beneficial owners is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Shares listed consist of (i) 29,544,139 shares of common stock, and
(ii) 364 shares of common stock issuable upon exercise of the warrants issued and distributed by the Company to the reporting persons in connection with the Company’s restructuring in October 2014.
|
(3) |
Based on information provided to us, GoldenTree Asset Management LP, or GoldenTree, GoldenTree Asset Management LLC and Mr. Tananbaum have beneficial ownership of the securities listed. The address of the
beneficial owners is 300 Park Avenue, 21st Floor, New York, New York 10022, and the shares listed consist of (i) 21,889 shares of common stock held directly by GoldenTree E Distressed Debt Fund II LP, (ii) 290,845 shares of common stock
held directly by GoldenTree E Distressed Debt Master Fund II LP, (iii) 1,219,288 shares of common stock held directly by GoldenTree Distressed Fund 2014 LP, (iv) 7,591,272 shares of common stock held directly by GoldenTree Distressed
Master Fund 2014 Ltd., (v) 1,538,335 shares of common stock held directly by GoldenTree NJ Distressed Fund 2015 LP, (vi) 8,483 shares of common stock held directly by GoldenTree Entrust Master Fund SPC on behalf of and for the account
of Segregated Portfolio I, (vii) 34,001 shares of common stock held directly by GT NM, L.P., (viii) 3,025,904 shares of common stock held directly by GoldenTree 2004 Trust, (ix) 359,081 shares of common stock held directly by certain
separate accounts managed by GoldenTree, and (x) 173 shares of common stock issuable upon exercise of the warrants.
|
(4) |
The shares directly held by Linden Capital L.P. are indirectly held by Linden Advisors LP (the investment manager of Linden Capital L.P.), Linden GP LLC (the general
partner of Linden Capital L.P.), and Mr. Siu Min (Joe) Wong (the principle owner and the controlling person of Linden Advisors LP and Linden GP LLC). Linden Capital L.P., Linden Advisors LP, Linden GP LLC and Mr. Wong share voting and
dispositive power with respect to the shares held by Linden Capital L.P.
|
(5) |
Graham Capital Management, L.P. ("GCM") is the sole director of Graham Credit Opportunities Ltd. KGT Inc. is the general partner of GCM. Kenneth G. Tropin is the sole
shareholder of KGT Inc.
|
(6) |
Graham Capital Management, L.P. ("GCM") is the sole director of Graham Macro Strategic Ltd. KGT Inc. is the general partner of GCM. Kenneth G. Tropin is the sole
shareholder of KGT Inc.
|
(7) |
QVT Financial LP is the investment manager for QVT Family Office Fund LP (the "Fund"), and as such may be deemed to beneficially own the Common Shares held by the Fund. QVT Financial LP
has the power to direct the vote and disposition of securities held by the Fund. QVT Financial GP LLC is the general partner of QVT Financial LP, and as such may be deemed to beneficially own the Common Shares beneficially owned by
QVT Financial LP. QVT Associates GP LLC, as general partner of the Fund, may also be deemed to beneficially own the Common Shares held by the Fund. Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu are the managing members of QVT
Financial GP LLC and QVT Associates GP LLC. Messrs. Gold, Brumm, Chu and Fu disclaim beneficial ownership of the Common Shares held by the Fund.
|
(8) |
This statement relates to shares held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership ("Quantum Partners"). Soros Fund Management LLC ("SFM LLC")
serves as investment manager to Quantum Partners. As such, SFM LLC has been granted investmentdisoretion over portfolio investments, including the shares, held for the account of Quantum Partners. As of the date hereof, George Soros
is the Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the Manager of SFM LLC.
|
(9) |
This statement relates to shares held for the account of Palindrome Master Fund LP, a Delaware limited partnership ("Palindrome"). Soros Fund Management LLC ("SFM LLC") serves as
investment manager to Palindrome. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Registrable Securities, held for the account of Palindrome. As of the date hereof, George Soros is the
Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the Manager of SFM LLC.
|
• |
ordinary brokerage transactions or transactions in which the broker solicits purchasers;
|
• |
purchases by a broker or dealer as principal and the subsequent resale by such broker or dealer for its account;
|
• |
block trades, in which a broker or dealer attempts to sell the securities as agent but may position and resell a portion of the securities as principal to facilitate the transaction;
|
• |
through the writing of options on the securities, whether such options are listed on an options exchange or otherwise;
|
• |
through share lending arrangements (including the Initial Share Lending Arrangements and the Replacement Share Lending Arrangements) and any subsequent offers and sales in connection therewith;
|
• |
an exchange distribution in accordance with the rules of the applicable stock exchange;
|
• |
through privately negotiated transactions;
|
• |
through the settlement of short sales entered into after the date of this prospectus;
|
• |
by agreement with a broker-dealers to sell a specified number of securities at a stipulated price per share;
|
• |
a combination of any such methods of sale;
|
• |
through at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act; and
|
• |
any other method permitted pursuant to applicable law.
|
• |
the number and type of securities to be sold;
|
• |
the purchase price;
|
• |
the name of each selling shareholder, if any, and the name of any broker-dealer or agent effecting the sale or transfer and the amount of any applicable discounts, commissions or similar selling expenses; and
|
• |
any other relevant information.
|
• |
Our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 13, 2019, containing our audited consolidated financial statements for the most recent fiscal year for which those
statements have been filed;
|
• |
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 8, 2019;
|
• |
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Commission on August 6, 2019;
|
• |
Our “Description of Capital Stock” contained in Item 8.01 of our Current Report on Form 8-K, filed on December 15, 2016, including any subsequently filed amendments and reports updating such description; and
|
• |
Our Current Reports on Form 8-K, filed with the Commission on January 31, 2019, June 7, 2019, July 24, 2019, and August 2, 2019.
|
• |
All documents we file with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until we file a
post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated.
|
Commission Registration Fee
|
$
|
7,621.65
|
(1)
|
|
Legal Fees and Expenses
|
50,000
|
(2)
|
||
Accountants’ Fees and Expenses
|
15,000
|
(2)
|
||
Miscellaneous Costs
|
10,000
|
(2)
|
||
Total
|
$
|
82,621.65
|
(2)
|
(1) |
$116,430.24 was previously paid.
|
(2) |
Estimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we will incur in
connection with the offering of securities under this registration statement. An estimate of the aggregate fees and expenses in connection with the issuance and distribution of the securities being offered will be included in the
applicable prospectus supplement.
|
(a) |
Under Rule 415 of the Securities Act,
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
Not applicable
|
(5) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c) |
Not applicable.
|
(d) |
Not applicable.
|
(e) |
Not applicable.
|
(f) |
Not applicable.
|
(g) |
Not applicable.
|
(h) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
(i) |
The undersigned registrant hereby undertakes that:
|
(1) |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(2) |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(j) |
Not applicable.
|
(k) |
Not applicable.
|
EAGLE BULK SHIPPING INC.
|
||
By:
|
/s/ Gary Vogel
|
|
Name: Gary Vogel
|
||
Title: Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Gary Vogel
|
Chief Executive Officer and Director
|
|
Gary Vogel
|
(Principal Executive Officer)
|
|
/s/ Justin A. Knowles*
|
Director
|
|
Justin A. Knowles
|
||
/s/ Randee E. Day*
|
Director
|
|
Randee E. Day
|
||
/s/ Gary Weston*
|
Director
|
|
Gary Weston
|
||
/s/ Bart Velduizen*
|
Director
|
|
Bart Velduizen
|
||
/s/ Paul M. Leand Jr.*
|
Chairman of the Board and Director
|
|
Paul M. Leand Jr.
|
||
/s/ Frank De Costanzo
|
Chief Financial Officer
|
|
Frank De Costanzo
|
(Principal Financial Officer and
Principal Accounting Officer) |
*By:
|
/s/ Frank De Costanzo
|
|
Frank De Costanzo
Attorney-in-Fact
|
EAGLE BULK (DELAWARE) LLC
|
||
By: Eagle Bulk Shipping LLC, its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name: Frank De Costanzo
|
||
Title: Chief Financial Officer
|
AVOCET SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
BITTERN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
CANARY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
CAPE TOWN EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
CARDINAL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
CRANE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
CRESTED EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
CROWNED EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK DYNACO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK EUROPE GMBH
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK HOLDCO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK MANAGEMENT LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK PTE. LTD.
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK SHIPCO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK ULTRACO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE MANAGEMENT CONSULTANTS LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE SHIP MANAGEMENT LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE SHIPPING INTERNATIONAL (USA) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EGRET SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
FAIRFIELD EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
GANNET SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
GOLDEN EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
GOLDENEYE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
GREBE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
GREENWICH EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
GROTON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
HAMBURG EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
HARRIER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
HAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
IBIS SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
IMPERIAL EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
JAEGER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
JAY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
KESTREL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
KINGFISHER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
KITTIWAKE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
MADISON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
MARTIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
MYSTIC EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
NEW LONDON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
NIGHTHAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
ORIOLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
OSPREY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
OWL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
PETREL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
PUFFIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
ROADRUNNER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
ROWAYTON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
SANDPIPER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
SHRIKE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
SINGAPORE EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
SKUA SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
SOUTHPORT EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
SPARROW SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
STAMFORD EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
STELLAR EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
STONINGTON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
TERN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
WESTPORT EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
WOODSTAR SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
WREN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
||
By:
|
/s/ Frank De Costanzo
|
|
Name:
|
Frank De Costanzo
|
|
Title:
|
Chief Financial Officer
|
Exhibit
No.
|
Description of Exhibit
|
|
2.1
|
||
2.2
|
||
4.1
|
||
4.2
|
||
4.3
|
||
4.4
|
Form of Specimen Preferred Stock Certificate. *
|
|
4.5
|
Form of Warrant Agreement. *
|
|
4.6
|
||
4.7
|
||
4.8
|
Form of Purchase Agreement. *
|
|
4.9
|
Form of Purchase Agreement Certificate. *
|
|
4.10
|
Form of Rights Agreement. *
|
|
4.11
|
Form of Unit Agreement. *
|
|
4.12
|
||
4.13
|
||
4.14
|
||
4.15
|
||
5.1
|
||
8.1
|
||
23.1
|
||
23.2
|
||
23.3
|
||
24
|