UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2015
Commission File Number: 001-33869
STAR BULK CARRIERS CORP.
(Translation of registrant’s name
into English)
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Street,
15124 Maroussi,
Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F o
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o.
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o.
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed
to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
Attached as Exhibit 99.1 is a copy of
the press release of Star Bulk Carriers Corp. dated January 9, 2015, titled Star Bulk Carriers Corp. Announces Upsizing
& Pricing of Primary Public Offering of 49,000,418 Common Shares.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: January 9, 2015 |
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STAR BULK CARRIERS CORP. |
(Registrant) |
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By: |
/s/ Simos Spyrou |
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Name: |
Simos Spyrou |
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Title: |
Co-Chief Financial Officer |
Exhibit
No. |
Name |
99.1 |
Press release of Star
Bulk Carriers Corp. dated January 9, 2015, titled Star Bulk Carriers Corp. Announces Upsizing & Pricing of
Primary Public Offering of 49,000,418 Common Shares. |
Exhibit 99.1
STAR BULK CARRIERS
CORP. ANNOUNCES UPSIZING & PRICING OF PRIMARY PUBLIC OFFERING OF 49,000,418 COMMON SHARES
ATHENS,
Greece, January 9, 2015 – Star Bulk Carriers Corp. (NASDAQ:SBLK)
(the “Company”) announced today that it has priced its underwritten public offering of 49,000,418 of its common
shares at a price of $5.00 per share. The offering is expected to close on January 14, 2015, subject to customary conditions.
The Company intends to use the net proceeds from the offering for its newbuilding program and general corporate purposes.
Oaktree
Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. (“Angelo, Gordon”), Monarch
Alternative Capital, LP (“Monarch”) and family members and entities owned
and controlled by affiliates of the family of Mr. Petros Pappas, our Chief Executive Officer (the “Pappas
Shareholders”), which are four of the Company’s significant shareholders, are expected to purchase
approximately 37,250,418 of the common shares in this offering. On an as-adjusted basis, giving effect to this offering and
assuming all 29,917,312 common shares comprising the share consideration issued to Excel Maritime Carriers Ltd.
(“Excel”), pursuant to the Vessel Purchase Agreement by and among the Company, Excel and Christine Shipco
Holdings Corp., dated August 19, 2014, are distributed by Excel to its equity holders, Oaktree,
Angelo, Gordon, Monarch the Pappas Shareholders would beneficially own
approximately 58.0 %, 5.9 %, 5.9% and 7.8%, respectively, of our outstanding common shares (or
approximately 57.4%, 5.8%, 5.8% and 7.8%, respectively, of our outstanding common shares if the underwriters
exercise their option in full).
Jefferies LLC and Morgan
Stanley & Co. are acting as joint book-running managers for the offering. ABN Amro N.V., Credit Agricole Corporate and
Investment Bank, DNB ASA and DVB Bank SE are acting as co-managers for the offering. The underwriters have a 30-day option to
purchase up to an additional 1,762,500 common shares.
When available, copies of the prospectus
supplement and accompanying base prospectus related to the offering may be obtained from Jefferies LLC, Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or Prospectus_Department@Jefferies.com; or from
Morgan Stanley & Co., Incorporated, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release does not
constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale
of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. A shelf registration statement relating
to the offering of the common stock was filed with the U.S. Securities and Exchange Commission and is effective. The offering
may be made only by means of a prospectus supplement and accompanying base prospectus.
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”. On a fully delivered basis, Star Bulk will have a fleet of 102
vessels, with an aggregate capacity of 11.8 million dwt, consisting primarily of Capesize, as well as, Kamsarmax, Panamax, Post-Panamax,
Newcastlemax, Ultramax, Supramax and Handymax vessels with carrying capacities between 45,590 dwt and 209,000 dwt. Our fleet currently
includes 64 operating vessels, 5 second hand vessels to be delivered in early 2015 and 34 newbuilding vessels currently under construction
at shipyards in Japan and China. All of the newbuilding vessels are expected to be delivered during 2015 and 2016.
Cautionary Note Regarding Forward
Looking Statements:
Certain of the statements made in this
press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those, among others, relating to the Company’s
expectations regarding the completion of the proposed public offering and use of proceeds of the proposed public offering. All
forward-looking statements involve risks and uncertainties. Actual results or developments may differ materially from those projected
or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and
uncertainties related to market conditions and the satisfaction of customary closing conditions related to the proposed public
offering and other risks set forth in the prospectus for the offering described herein. There can be no assurance that the Company
will be able to complete the proposed public offering on terms satisfactory to it, or at all.
Contact Information
Company: |
Investor Relations/Financial Media: |
Simos Spyrou and Christos
Begleris
Co-CFOs
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Ag. Konstantinou Av.
Maroussi 15124
Athens Greece
www.starbulk.com |
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel/ (212) 661-7566
E-mail:
starbulk@capitallink.com
www.capitallink.com |
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