|By Marketwired .||
|June 16, 2014 08:00 AM EDT||
ATHENS, GREECE -- (Marketwired) -- 06/16/14 -- Star Bulk Carriers Corp. ("Star Bulk" or the "Company") (NASDAQ: SBLK) announced today that it has entered into definitive agreements with entities affiliated with Oaktree Capital Management, L.P. (the "Oaktree Investors") and Star Bulk's Non-Executive Chairman, Mr. Petros Pappas, and certain of his immediate family members, including Milena Maria Pappas, one of Star Bulk's directors (the "Pappas Investors"), pursuant to which Oceanbulk Shipping LLC and Oceanbulk Carriers LLC (the "Oceanbulk Companies") and entities controlled by the Pappas Investors are expected to become indirect wholly-owned subsidiaries of Star Bulk in consideration for the issuance to the Oaktree Investors and the Pappas Investors of 54.104 million shares of common stock of Star Bulk (the "Transaction").
Through the Transaction, Star Bulk is acquiring an operating fleet of 15 dry bulk carrier vessels, with an average age of 5.6 years and an aggregate capacity of approximately 1.75 million dwt, including five Capesize vessels, two post-Panamax vessels, six Kamsarmax vessels and two Supramax vessels and contracts for the construction of 26 fuel-efficient, eco-design newbuilding dry bulk vessels including eight Newcastlemax vessels, eight Capesize vessels and ten Ultramax vessels each being built at shipyards in Japan and China. The newbuild vessels are scheduled to be delivered in 2014, 2015 and 2016.
Upon completion of the Transaction, the Oaktree Investors will own 61.3% of Star Bulk's shares of common stock and the Pappas Investors will own 12.5% of Star Bulk's common stock. In connection with the Transaction, the Company has agreed to enter into shareholders agreements with the Oaktree Investors and the Pappas Investors providing for certain voting restrictions, standstill obligations and ownership limitations and, for the Oaktree Investors, certain rights to make Board nominations and to appoint officers of the Company. As part of the Transaction, the Oaktree Investors, the Pappas Investors and the Company have agreed that Mr. Petros Pappas will become the Chief Executive Officer of the Company and Mr. Spyros Capralos will become Non-Executive Chairman of the Board.
Benefits of the Transaction, Upon Completion:
- Creates the largest, diversified, ultra-modern U.S. listed dry bulk company with a fully delivered fleet of 69 vessels approximating 8.7 million deadweight tons, including 33 Capesize and Newcastlemax vessels. The combined fleet is one of the largest eco fleets in the world with 39 eco and 7 semi-eco vessels and the acquired ships were built or will be built at reputable Japanese and Chinese shipyards.
- The combined Company will be a prominent market player with a strong shareholder base and a significant platform well positioned to be an industry consolidator. Following the Transaction, the Company intends to pursue additional accretive acquisition transactions.
- The combined Company's size provides it with a substantial commercial presence and provides additional economies of scale on technical operations. The combined fleet will be technically managed by the Company's in-house technical management operation and all vessels are expected to utilize the commercial services of Interchart, a company affiliated with family members of Mr. Pappas in which the Company owns a 33% interest.
- Enhanced fleet profile positions the Company to benefit from expanding major bulk commodity trade, especially via long haul voyages. The combined fleet profile with a significant number of Capesize and Newcastlemaxes bulk carriers coupled with the current Company chartering strategy provides significant earnings and cash flow upside in strong markets.
- Significantly increases the market capitalization. Based on 54.104 million newly issued shares, the combined market capitalization, assuming the June 13, 2014 closing share price of $12.07 per share, would be $1,009 million.
The Transaction has been approved by the Board of Directors of Star Bulk, based upon the recommendation of a transaction committee of disinterested directors established by the Board of Directors of Star Bulk (the "Transaction Committee"), which negotiated the Transaction on behalf of Star Bulk. The Transaction Committee is composed of Tom Softeland, a director of Star Bulk since the inception of the Company, and Roger Schmitz, a director since July 2013 and a senior investment professional with Monarch Alternative Capital LP ("Monarch"). The Transaction Committee negotiated the Transaction value on a net asset value for net asset value basis using the average of three reputable appraisal providers. As part of this negotiation, there was a $35 million adjustment to net asset value in favor of Star Bulk.
Petros Pappas, Chairman of Star Bulk Carriers Corp., commented: "We are excited to announce this transformational Transaction that, when completed, will create the largest U.S. listed dry bulk owner and operator. I would like to thank Spyros Capralos for his leadership and stewardship of the business as President and CEO, and I am pleased that Spyros will continue to provide leadership in his role of Non-Executive Chairman of the Board following the closing of the Transaction. I am looking forward to assuming the CEO role and will focus on, among other things, maximizing the performance of the existing fleet, overseeing the successful delivery of the significant existing newbuilding program, and positioning the Company to grow quickly and significantly in the highly fragmented dry bulk sector".
Spyros Capralos, President & CEO of Star Bulk, commented: "The Transaction marks an important next step in the evolution for Star Bulk. Since 2013, Star Bulk has dramatically improved its market capitalization and liquidity through the successful completion of the rights offering and add-on equity offering, modernized its existing fleet and placed a series of significant newbuilding orders to position the Company for the future. With this Transaction the Company creates the largest U.S. listed dry bulk company with a strong shareholder base.
We believe that the Transaction is accretive to earnings, cash flow, and net asset value, and also has additional benefits as it will dramatically increase the market capitalization and asset base, enhance the on-the-water fleet portfolio, increase the newbuilding portfolio by combining two similar newbuild strategies, and improve access to capital to fund the current and assumed capital expenditure obligations. In addition, the combined business will be well positioned to capitalize on an improving dry bulk market with significant operating leverage to rising rates.
I would like to thank the Transaction Committee of disinterested directors that have spent significant time negotiating the Transaction on Star Bulk's behalf, and I look forward to assuming my role as Non-Executive Chairman of the Board."
The Transaction is expected to close within the next 30 days subject to customary conditions, including the affirmative vote of a majority of Star Bulk's shareholders that are not affiliated with the Oaktree Investors or the Pappas Investors to approve the Transaction at a special meeting of shareholders ("Special Meeting"). Star Bulk expects to hold the Special Meeting on July 11, 2014. The Board of Directors has established June 17, 2014 as the record date for such meeting.
In connection with the Special Meeting, the investment funds controlled by Monarch, which owns 20.9% of the outstanding shares of Star Bulk and represents 28.1% of the shareholders that are not affiliated with the Oaktree Investors and Pappas Investors, have entered into a voting agreement with the Oaktree Investors and Pappas Investors to vote all of their Star Bulk shares in favor of the Transaction.
Seward & Kissel LLP is serving as legal counsel to Star Bulk in connection with the Transaction, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Oceanbulk's legal counsel and Willkie, Farr & Gallagher LLP is serving as Monarch's legal counsel. Evercore is serving as financial advisor to the Transaction Committee of the Star Bulk Board of Directors and Wachtell Lipton Rosen & Katz is serving as the Transaction Committee's legal counsel.
For further information about the Transaction, please refer to the proxy materials to be furnished by the Company to the U.S. Securities and Exchange Commission.
Post-Transaction Star Bulk On-The-Water Fleet Year Vessel Name Type Yard Country DWT Built ---------------------------------------------------------------------------- Obelix Capesize Imabari Japan 181,433 2011 Pantagruel Capesize Imabari Japan 180,181 2004 Star Borealis Capesize Hanjin Subic Phillipines 179,678 2011 Star Polaris Capesize Hanjin Subic Phillipines 179,600 2011 Big Fish Capesize Mitsui Japan 177,662 2004 Kymopolia Capesize Namura Japan 176,990 2006 Big Bang Capesize SWS China 174,109 2007 Star Aurora Capesize Koyo Japan 171,199 2000 Star Mega Capesize Mitsubishi HI Japan 170,631 1994 Star Big Capesize Halla Samho Korea 168,404 1996 Star Sirius Post panamax Tsuneishi Zoushan China 98,681 2011 Star Vega Post panamax Tsuneishi Zoushan China 98,681 2011 Amami Post Panamax Tsuneishi Zoushan China 98,681 2011 Madredeus Post Panamax Tsuneishi Zoushan China 98,681 2011 ABYO Angelina Kamsarmax Tsuneishi Japan 82,981 2006 Pendulum Kamsarmax Tsuneishi Japan 82,619 2006 ABYO Oprah Kamsarmax Tsuneishi Japan 82,551 2006 Mercurial Virgo Kamsarmax Longxue China 81,545 2013 Magnum Opus Kamsarmax JMU Japan 81,022 2014 Tsu Ebisu Kamsarmax JMU China 81,001 2014 Star Challenger Ultramax Iwagi Zosen Japan 61,462 2012 Star Fighter Ultramax Iwagi Zosen Japan 61,455 2013 Maiden Voyage Supramax Kawasaki Japan 58,722 2012 Strange Attractor Supramax Mitsui Japan 55,742 2006 Star Omicron Supramax Imabari Japan 53,489 2005 Star Gamma Supramax Oshima Japan 53,098 2002 Star Zeta Supramax Oshima Japan 52,994 2003 Star Delta Supramax Tsuneishi Japan 52,434 2000 Star Theta Supramax Tsuneishi Cebu Phillipines 52,425 2003 Star Epsilon Supramax Tsuneishi Cebu Phillipines 52,402 2001 Star Cosmo Supramax Yangzhou Dayang China 52,247 2005 Star Kappa Supramax Sanoyas HM Japan 52,055 2001 ---------------------------------------------------------------------------- Total 32 3,304,855 Post-Transaction Star Bulk Newbuildings Expected Vessel Name Type Yard Country DWT Delivery Date ---------------------------------------------------------------------------- HN NE166 Newcastlemax NACKS China 209,000 May-15 HN NE167 Newcastlemax NACKS China 209,000 Jun-15 HN NE184 Newcastlemax NACKS China 209,000 Jul-15 Hull NE 198 Newcastlemax NACKS China 209,000 Mar-16 N/B 1359* Newcastlemax SWS China 208,000 Sep-15 Hull 1372* Newcastlemax SWS China 208,000 Nov-15 N/B 1360* Newcastlemax SWS China 208,000 Dec-15 Hull 1342 Newcastlemax SWS China 208,000 Jan-16 Hull 1371* Newcastlemax SWS China 208,000 Feb-16 N/B 1361* Newcastlemax SWS China 208,000 Mar-16 Hull 1343 Newcastlemax SWS China 208,000 Apr-16 N/B 1362* Newcastlemax SWS China 208,000 May-16 N/B 1363* Newcastlemax SWS China 208,000 Jun-16 HN 5016 Capesize JMU Japan 182,160 Oct-14 HN 213 Capesize JMU Japan 182,000 Jul-14 HN 214 Capesize JMU Japan 182,000 Aug-14 HN 5017 Capesize JMU Japan 182,000 Mar-15 HN 5055 Capesize JMU Japan 182,000 Jul-15 HN 5056 Capesize JMU Japan 182,000 Aug-15 HN 1312 Capesize SWS China 180,000 Aug-15 HN 1313 Capesize SWS China 180,000 Sep-15 Hull 1338 Capesize SWS China 180,000 Oct-15 Hull 1339 Capesize SWS China 180,000 Jan-16 HN 1061* Ultramax Yangzijiang China 64,000 Jan-15 HN 1062* Ultramax Yangzijiang China 64,000 Mar-15 HN 1063* Ultramax Yangzijiang China 64,000 Apr-15 HN 1064* Ultramax Yangzijiang China 64,000 May-15 HN 1080 Ultramax Yangzijiang China 64,000 Jul-15 HN 1081 Ultramax Yangzijiang China 64,000 Aug-15 HN 1082 Ultramax Yangzijiang China 64,000 Sep-15 HN 1083 Ultramax Yangzijiang China 64,000 Oct-15 HN NE164 Ultramax NACKS China 61,000 Apr-15 HN NE165 Ultramax NACKS China 61,000 Apr-15 Hull NE 196 Ultramax NACKS China 61,000 Oct-15 Hull NE 197 Ultramax NACKS China 61,000 Nov-15 Hull 5040 Ultramax JMU Japan 60,000 Jun-15 Hull 5043 Ultramax JMU Japan 60,000 Sep-15 ---------------------------------------------------------------------------- Total 37 5,396,160 ---------------------------------------------------------------------------- Grand Total OTW Fleet 32 3,304,855 Grand Total NBs 37 5,396,160 ---------------------------------------------------------------------------- Grand Total Fully 69 8,701,015 Delivered
*Acquired via Bareboat Hire Purchase (BBHP) structure
Our management team will host a conference call to discuss the transaction on Monday, June 16, 2014 at 5 p.m. Eastern Time (ET).
Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or+ (44) (0) 1452 542 301 (from outside the US). Please quote "Star Bulk."
A replay of the conference call will be available until June 23, 2014. The United States replay number is 1(866) 247- 4222; from the UK 0(800) 953-1533; the standard international replay number is (+44) (0) 1452 550 000 and the access code required for the replay is: 3128607#.
Slides and audio webcast:
There will also be a simultaneous live webcast over the Internet, through the Star Bulk website (www.starbulk.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
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 stock trades on the Nasdaq Global Select Market under the symbol "SBLK". Star Bulk has an operating fleet of seventeen dry bulk carriers, consisting of five Capesize, two Post Panamax, two Ultramax and eight Supramax dry bulk vessels with a combined cargo carrying capacity of 1,610,935 deadweight tons and an average age of approximately 9.0 years. In addition, Star Bulk provides vessel management services to fourteen third party dry bulk vessels, including five Capesize, two Post Panamax, two Kamsarmax, two Panamax and three Supramax vessels with a combined cargo carrying capacity of 1,569,255 deadweight tons. We have also entered into agreements for the construction of eleven fuel efficient dry bulk vessels, consisting of five Newcastlemax vessels, two Capesize vessels and four Ultramax vessels, with a combined cargo carrying capacity of 1,643,000 deadweight tons. All of the newbuilding vessels are expected to be delivered during 2015 and early 2016.
Star Bulk's common stock is listed for trading on the NASDAQ Global Select Market under the symbol "SBLK."
About Oceanbulk Companies
The Oceanbulk Companies are international shipping companies that own and operate a fleet of dry bulk carrier vessels. On a fully delivered basis, the Oceanbulk Companies will have a fleet of 37 vessels consisting primarily of Capesize as well as Kamsarmax and Ultramax vessels with a carrying capacity between 55,000 dwt and 209,000 dwt. The Oceanbulk Companies' fleet includes 12 vessels in the water (five Capesize vessels, two post-Panamax vessel, three Kamsarmax vessels and two Supramax vessels), with aggregate cargo carrying capacity of approximately 1.5 million deadweight tons and 25 fuel-efficient "Eco-type" vessels currently under construction at leading shipyards in Japan and China for delivery in 2014 and 2015, with an aggregate cargo carrying capacity of 3.5 million deadweight tons. Oceanbulk Companies' vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. In the Transaction, (i) Star Bulk will acquire the Oceanbulk Companies through a merger of their immediate parent companies with two Star Bulk subsidiaries, and (ii) Star Bulk has agreed to acquire, upon successful future delivery, two 2006 built Tsuneishi (Japan) Kamsarmax vessels to be distributed to Oceanbulk Shipping LLC from its Heron Ventures Ltd. joint venture. The shares for this acquisition are included in the 54.104 million shares being issued in total for the Transaction..
About Pappas Investors
Entities controlled by the Pappas Investors, which will be acquired by Star Bulk in the Transaction, currently own a 2014 built Kamsarmax dry bulk carrier and a contract for the construction of a newbuilding Capesize dry bulk carrier scheduled to be delivered in 2014.
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.
Forward-looking statements include, without limitation, statements regarding:
- The effectuation of Star Bulk's subsidiary merger transaction;
- The delivery to and operation of assets by Star Bulk;
- Star Bulk's future operating or financial results;
- Future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses; and
- Dry bulk market trends, including charter rates and factors affecting vessel supply and demand.
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.
Nothing contained in this press release constitutes a solicitation of materials of any vote or approval in respect of the proposed merger or the proposed transactions involving Star Bulk or otherwise contemplated herein. In connection with the proposed merger and the proposed transaction, a special stockholder meeting is expected to held on or about July 11, 1014, to obtain stockholder approval. In connection with the merger and the proposed transactions, Star Bulk intends to furnish relevant materials, including a proxy statement, with the Securities and Exchange Commission (the "SEC") on Form 6-K. Investors and security holders of Star Bulk are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about Star Bulk, Oceanbulk, the Merger and the proposed transactions. The proxy statement and other relevant materials (when they become available), and any other documents filed by Star Bulk with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Star Bulk's website at www.starbulk.com, or by sending a written request to Star Bulk at c/o Star Bulk Management Inc. 40, Agiou Konstantinou Str., Maroussi 15124, Athens, Greece, Attention: Investor Relations.
Star Bulk and its directors, executive officers, and certain other members of management and employees may be deemed to be participants in soliciting proxies from the stockholders of Star Bulk in favor of the Merger. Information regarding the persons who may be considered to be participants in the solicitation of Star Bulk's stockholders in connection with the proposed transaction and their ownership of Star Bulk's common stock will be set forth in Star Bulk's proxy statement for its special meeting. Investors can find more information about Star Bulk and its executive officers and directors in its Annual Report on Form 20-F for the fiscal year ended December 31, 2013 and in its proxy statement, when available, that will be furnished to the SEC on Form 6-K.
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Ag. Konstantinou Av.
Investor Relations / Financial Media:
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel. (212) 661-7566
E-mail: [email protected]