Star Bulk Carriers Corp. (NasdaqGS:SBLK) entered into a definitive agreement to acquire Eagle Bulk Shipping Inc. (NYSE:EGLE) from Dimensional Fund Advisors LP, Lazard Asset Management LLC, Tigerstaden AS and others for approximately $530 million on December 11, 2023. Under the terms of the agreement, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. This represents a total consideration of approximately $52.60 per share. Upon the close of the transaction, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company on a fully diluted basis, respectively. Eagle Bulk will pay Star Bulk a termination fee in the amount of $20 million in case of certain events or will pay $10 million in the event Eagle Bulk terminates the merger agreement during the Go-Shop Period. Alternatively, Eagle would have been obligated to pay a termination fee of $10 million in cash to Star Bulk if the merger agreement is terminated under certain circumstances. The combined company will operate as Star Bulk Carriers Corp. and will be headquartered in Athens, Greece, while maintaining offices in Stamford, Connecticut; Singapore; Copenhagen; and Limassol. The combined company will be led by the current management team of Star Bulk and will be joined by certain senior executives of Eagle. Upon close, Pappas will serve as CEO of the combined company and Spyros Capralos, current Chairman of Star Bulk, will serve as Chairman of the combined company?s Board. One member of the Eagle Board will join the Star Bulk Board at closing.

The transaction is subject to approval by Eagle shareholders, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions. As of April 5, 2024, Eagle Bulk Shipping announced that its shareholders voted in favor of a proposal to approve and authorize the merger. The transaction was unanimously approved by the boards of directors of both companies. the registration statement was declared effective on February 12, 2024. The transaction is expected to close in the first half of 2024. As of April 5, 2024 Eagle Bulk Shipping now expects to complete the merger on or about April 9, 2024.

O. Keith Hallam III, Jin-Kyu Baek, George E. Zobitz, D. Scott Bennett, C. Daniel Haaren, Christopher K. Fargo, Arvind Ravichandran, Amanda Hines Gold, David Crampton, Noah Joshua Phillips, Jesse M. Weiss, John D. Buretta, Benjamin G. Joseloff and Megan Y. Lew, Annmarie M. Terraciano, Brian M. Budnick and Lauren Piechocki, Paul Friedrich and Josh Banafsheha of Cravath, Swaine & Moore LLP acted as legal counsels to Star Bulk. Houlihan Lokey is serving as financial advisor to Eagle and Dan Fisher, Zach Wittenberg, Jason Koenig, John Clayton, Rolf Zaiss, Josh Williams, Scott Pettifor, Gorav Jindal, Alex Reuss, Mary Lovely, Aaron Farovitch, Peretz Riesenberg and Brian Rafkin of Akin Gump Strauss Hauer & Feld LLP acted as legal counsels to Eagle and John Beckman and Matthew Bowles of Hogan Lovells US LLP is serving as legal counsel to the Board of Directors of Eagle. Aaron Dixon of Alston & Bird represented Houlihan Lokey in the deal. Innisfree M&A Incorporated acted as proxy solicitor to Eagle and Eagle will pay Innisfree $30,000. Computershare Trust Company, N.A. acted as transfer agent to Eagle. Seward & Kissel LLP acted as legal advisor to Star Bulk. Houlihan Lokey is entitled to a transaction fee of $5,500,000 upon the consummation of the merger with Star Bulk, of which Houlihan Lokey became entitled to a fee of $1,500,000 for rendering its opinion to the Eagle Board.

Star Bulk Carriers Corp. (NasdaqGS:SBLK) completed the acquisition of Eagle Bulk Shipping Inc. (NYSE:EGLE) from Dimensional Fund Advisors LP, Lazard Asset Management LLC, Tigerstaden AS and others on April 9, 2024. Eagle common stock has ceased trading and will no longer be listed on the New York Stock Exchange.