Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 09 2015 - 9:13AM
Edgar (US Regulatory)
Issuer Free
Writing Prospectus
Filed Pursuant
to Rule 433
Registration
No. 333-197886
January 9,
2015
PRICING
TERM SHEET
49,000,418 COMMON
SHARES
The information in this pricing term sheet relates to the
offering (the “Offering”) of 49,000,418 common shares of Star Bulk Carriers Corp. (the “Company”) and should be
read together with the preliminary prospectus supplement, dated January 8, 2015, relating to the Offering and the base prospectus,
dated September 5, 2014, including the documents incorporated by reference therein (collectively, the “Preliminary Prospectus”),
relating to the Company’s Registration Statement on Form F-3 (File No.333-197886) (the “Registration Statement”).
Terms used but not defined herein have the meanings given to them in the Preliminary Prospectus.
Issuer | |
Star Bulk Carriers Corp. | |
|
Firm common shares offered | |
| |
|
To the Significant Shareholders | |
37,250,418 | |
|
To other investors | |
11,750,000 | |
|
Common shares subject to the underwriters’ option to purchase additional common shares | |
1,762,500 | |
|
Significant Shareholders’ percentage of ownership of common shares of the Company after the Offering (assuming distribution of all 29,917,312 common shares comprising the Excel Vessel Share Consideration by Excel to its equityholders) |
| |
Assuming no exercise of the underwriters’ option to purchase additional common shares | |
Assuming exercise of the underwriters’ option to purchase additional common shares in full |
Oaktree | |
58.0% | |
57.4% |
Monarch | |
5.9% | |
5.8% |
Angelo, Gordon | |
5.9% | |
5.8% |
Pappas Shareholders | |
7.8% | |
7.8% |
Total | |
77.6% | |
76.8% |
Trade date | |
January 9, 2015 | |
|
Closing date | |
January 14, 2015 (T+3) (DTC) | |
|
Public offering price | |
$5.00 | |
|
Gross proceeds to the Company | |
| |
|
Assuming no exercise of the underwriters’ option to purchase additional common shares | |
$245,002,090 | |
|
Assuming exercise of the underwriters’ option to purchase additional common shares in full | |
$253,814,590 | |
|
Net proceeds to the Company (before
expenses) (1) | |
| |
|
Assuming no exercise of the underwriters’ option to purchase additional common shares | |
$241,796,280 | |
|
Assuming exercise of the underwriters’ option to purchase additional common shares in full | |
$250,190,186 | |
|
Joint Book-Running Managers | |
Jefferies LLC
Morgan Stanley & Co.
| |
|
Co-Managers | |
ABN Amro N.V. Crédit Agricole Corporate and Investment Bank DNB ASA DVB Bank SE
|
| (1) | The underwriters will not receive any underwriting discount on the sale of the common shares sold to the Significant Shareholders. |
The Company has filed the Registration Statement with the
Securities and Exchange Commission (“SEC”) for the Offering to which this communication relates. Before you
invest, you should read the prospectus in such Registration Statement, the Preliminary Prospectus and other documents the Company has filed
with the SEC for more complete information about the Company and this Offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer
participating in the Offering will arrange to send you the prospectus if you request it by calling Jefferies toll free at
1-877-547-6340 or emailing prospectus_department@jefferies.com or Morgan Stanley at 1-866-718-1649 or emailing
prospectus@morganstanley.com.
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