This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by Eagle Bulk Shipping Inc. with the SEC on December 11, 2023, announcing the signing of the merger agreement, which was unanimously approved by both companies' boards of directors. The transaction was expected to close in the first half of 2024, subject to approval by Eagle shareholders, applicable regulatory approvals, and other customary closing conditions. The combined company, to be named Star Bulk Carriers Corp., would be headquartered in Athens, Greece, with offices in Stamford, Connecticut, Singapore, Copenhagen, and Limassol; Star Bulk's Petros Pappas would serve as CEO of the combined company.
On financial advisory, Houlihan Lokey served as financial advisor to Eagle, the target. No financial advisor to Star Bulk, the acquirer, is named in this press release.
On legal advisory, Cravath, Swaine & Moore LLP served as legal counsel to Star Bulk, while Akin Gump Strauss Hauer & Feld LLP served as legal counsel to Eagle and Hogan Lovells US LLP served as legal counsel specifically to the Board of Directors of Eagle.
The deal structure disclosed is an all-stock exchange: Eagle shareholders were to receive 2.6211 shares of Star Bulk common stock for each Eagle share owned, representing total consideration of approximately $52.60 per share, a 17% premium to Eagle's closing share price of $44.85 on December 8, 2023. Upon closing, Star Bulk and Eagle shareholders would own approximately 71% and 29% of the combined company, respectively, on a fully diluted basis, and the transaction was expected to generate at least $50 million in annual cost and revenue synergies within 12 to 18 months of closing.
What is not disclosed: the press release does not name a financial advisor representing Star Bulk in the transaction, does not specify a termination fee, and does not provide a precise closing date beyond the "first half of 2024" target.