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Star Bulk Carriers Corp. (“Star Bulk”
or the “Company”)
announced today that it has entered into
definitive agreements with Excel Maritime Carriers Ltd. (“Excel”) pursuant
to which the Company will acquire 34 operating vessels (the “Vessels”) for
an aggregate of 29.917 million shares of common stock of Star Bulk and $288.39
million in cash (the “Vessel Purchase Transactions”).
Overview of the Vessel Purchase Transactions
Through the Vessel Purchase Transactions, the Company expects to acquire 34
secondhand drybulk carriers, consisting of 6 Capesize vessels, 14 sistership
Kamsarmax vessels, 12 Panamax vessels and 2 Handymax vessels mainly built at
shipyards in Japan. The Vessels will be acquired in a series of closings which
the Company expects to complete by the end of 2014. The closings are expected to
occur on a vessel-by-vessel basis, in general upon reaching port after their
current voyages and cargoes are discharged.
Upon completion of the Vessel Purchase Transactions, Star Bulk's position as the
largest U.S listed dry bulk company will be further enhanced, with a fleet of
103 vessels on a fully delivered basis and aggregate cargo-carrying capacity of
approximately 11.85 million deadweight tons.
Star Bulk expects to use cash on hand, together with borrowings under a new $231
million secured bridge loan facility extended to the Company by entities
affiliated with the Company's largest shareholder, Oaktree Capital Management,
L.P. (the “Oaktree Investors”), and entities affiliated with Angelo Gordon &
Co. (the “Angelo Gordon Investors”), both current Excel shareholders, to pay
the cash portion of consideration in the Vessel Purchase Transactions. When the
Vessel Purchase Transactions are completed, and the Star Bulk shares forming
part of the consideration are distributed to Excel's shareholders, the Oaktree
Investors would own 57.3% of Star Bulk's outstanding shares of common stock, and
the Angelo Gordon Investors would own 7.8% of Star Bulk's outstanding shares of
common stock. The Vessel Purchase Transactions have been approved by the
disinterested members of the Board of Directors of the Company, based upon the
recommendation of a transaction committee of disinterested directors established
by the Board of Directors of the Company, which considered the Vessel Purchase
Transactions on behalf of the Company in coordination with the Company's
management team. The total consideration for the Vessel Purchase Transactions of
$634.91 million was determined based on the average of three vessel appraisals
by independent vessel appraisers.
Benefits of the Transaction, upon completion:
• Enhances Star Bulk as the largest U.S. listed dry bulk company with a fleet
of 103 vessels on a fully delivered basis with an aggregate cargo-carrying
capacity of approximately 11.85 million deadweight tons, including 39 Capesize
and Newcastlemax vessels and 20 Kamsarmax vessels (including 14 sisterships).
• Provides greater commercial presence and additional economies of scale on
technical operations.
• Increases the total market capitalization of the Company's common stock
from $1.09 billion to $1.49 billion, assuming 29.917 million shares of common
stock issued in the Vessel Purchase Transactions, at the August 18, 2014 closing
share price of $13.12 per share.
Petros Pappas, Chief Executive Officer of Star Bulk Carriers Corp., commented:
“We are excited to announce these vessel purchases that, when completed, will
expand our presence as the largest U.S. listed drybulk shipping company, and one
of the largest dry bulk owners and operators globally. These transactions mark
an important next step in the evolution of Star Bulk following our recent merger
transaction with Oceanbulk. We believe that these vessel purchases are accretive
to earnings and cash flow per share. We also believe that after these
transactions are completed, Star Bulk will be well positioned to capitalize on
an improving dry bulk shipping market with significant operating leverage to
rising rates. Furthermore, as with our recent merger transaction with Oceanbulk,
these transactions will preserve our cash resources, as it will be funded
primarily with new equity determined on a net asset value to net asset value
basis and a bridge loan from Oaktree and Angelo Gordon. This is consistent with
our strategy to be an active consolidator in the dry bulk shipping industry,
using moderate levels of debt.”
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
counsel to Excel and to the Oaktree Investors, Willkie, Farr & Gallagher LLP is
serving as counsel to the special committee of Excel's Board of Directors and to
the Angelo Gordon Investors.
Conference Call
Our management team will host a conference call to discuss the transaction on
Wednesday, August 20, 2014 at 11 a.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 August 27, 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.
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