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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2023
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 offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
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): ☐
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): ☐
On October 30, 2023, Star Bulk Carriers Corp. (the “Company”) issued a press release announcing a repurchase of 10 million of its common shares.
Attached as Exhibit 99.1 to this Form 6-K is a copy of the Company’s press release.
The information contained in this Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the registrant’s
Registration Statements on Form F-3 (File Nos. 333-264226, 333-232765, 333-234125 and 333-252808) and Registration Statement on Form S-8 (File No. 333-176922), in each case to the extent not superseded by information subsequently filed or furnished
(to the extent we expressly state that we incorporate such furnished information by reference) by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
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.
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STAR BULK CARRIERS CORP.
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By:
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/s/ Simos Spyrou
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Name:
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Simos Spyrou
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Title:
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Co-Chief Financial Officer
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EXHIBIT LIST
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Exhibit Number
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Description
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STAR BULK ANNOUNCES THE REPURCHASE OF AN ADDITIONAL 10 MILLION OF ITS COMMON SHARES FROM OAKTREE
ATHENS, GREECE, October 30, 2023 — Star Bulk Carriers Corp. (the “Company” or “Star Bulk”) (Nasdaq: SBLK), a global shipping company focusing on the transportation of dry bulk cargoes, announced today that it entered
into a Repurchase Agreement (the “Repurchase Agreement”) with OCM XL Holdings, L.P., a limited partnership incorporated in the Cayman Islands, Oaktree OBC Container Holdings, LLC, a limited liability company organized in the Marshall Islands, and
OCM FIE, LLC, a limited liability company organized in Delaware (collectively the “Sellers”), pursuant to which the Company agreed to purchase of an additional 10 million of its common shares (“Purchased Shares”) from the Sellers at a price per
common share of $19.50 (such price, the “Purchase Price” and, such transaction, the “Share Repurchase”). The Share Repurchase was approved unanimously by all the disinterested members of the Company’s Board of Directors.
As a result of the Share Repurchase, (i) Oaktree Dry Bulk Holding LLC, an affiliate of the Seller, and its affiliated funds’ (collectively, the “Oaktree Shareholders”) aggregate ownership in the Company is expected to
be reduced from approximately 17.2% of the Company’s outstanding common stock to approximately 7.2% and (ii) the number of directors that the Oaktree Shareholders are entitled to nominate pursuant to the shareholders agreement, dated as of July 11,
2014 (the “Oaktree Shareholders Agreement”), among the Company and the Oaktree Shareholders is expected to be reduced to one director.
Closing is expected to occur on December 1, 2023 after which the 10 million shares will be withdrawn and cancelled.
The Purchase Price will be funded from new debt financing, which we intend to repay with proceeds mostly from future vessel sales. The Company remains committed to its current dividend policy and we believe that the
Share Repurchase will be accretive to our future dividends per share.
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, minerals 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, New York, Limassol, Singapore and Germany. Its common stock trades on the
Nasdaq Global Select Market under the symbol “SBLK”. Star Bulk operates a fleet of 119 vessels, with an aggregate capacity of 13.3 million dwt, consisting of 17 Newcastlemax, 20 Capesize, 2 Mini Capesize, 7 Post Panamax, 40 Kamsarmax, 2 Panamax, 20
Ultramax and 11 Supramax vessels with carrying capacities between 52,425 dwt and 209,529 dwt.
Forward-Looking Statements
Matters discussed in this press release may constitute forward looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements,
which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. Words such
as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “will”, “would,” “could,” “should,” “may,” “forecasts,” “potential,” “continue,” “possible” and similar expressions or phrases
may identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, examination by our management of
historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include general dry bulk
shipping market conditions, including fluctuations in charter rates and vessel values; the strength of world economies; the stability of Europe and the Euro; fluctuations in currencies, interest rates and foreign
exchange rates, and the impact of the discontinuance of the London Interbank Offered Rate for US Dollars, or LIBOR, after June 30, 2023 on any of our debt referencing LIBOR in the interest rate; business disruptions due to natural disasters
or other disasters outside our control, such as the ongoing novel coronavirus (“COVID-19”) pandemic (and variants that may emerge); the length and severity of epidemics and pandemics, including COVID-19 and its impact on the demand for seaborne
transportation in the dry bulk sector; changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction; the potential for technological innovation in the sector in
which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom; changes in our expenses, including bunker prices, dry docking, crewing and insurance costs; changes in governmental rules and
regulations or actions taken by regulatory authorities; potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; the impact of increasing scrutiny and changing expectations from
investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance (“ESG”) practices; our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets; new environmental
regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national level imposed by regional authorities such as the European Union or individual countries; potential cyber-attacks
which may disrupt our business operations; general domestic and international political conditions or events, including “trade wars” and the ongoing conflict between Russia and Ukraine; the impact on our common shares and reputation if our vessels
were to call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments; potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events,
public health threats, international hostilities and instability, piracy or acts by terrorists; the availability of financing and refinancing; the failure of our contract counterparties to meet their obligations; our ability to meet requirements for
additional capital and financing to grow our business; the impact of our indebtedness and the compliance with the covenants included in our debt agreements; vessel breakdowns and instances of off‐hire; potential exposure or loss from investment in
derivative instruments; potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management and our ability to complete acquisition transactions as and when planned and upon the expected terms
and the impact of port or canal congestion or disruptions. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as
of the date hereof, and the Company disclaims any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication.
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Contacts
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Company:
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Simos Spyrou, Christos Begleris
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Investor Relations / Financial Media:
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Co ‐ Chief Financial Officers
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Nicolas Bornozis
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Star Bulk Carriers Corp.
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President
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c/o Star Bulk Management Inc.
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Capital Link, Inc.
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40 Ag. Konstantinou Av.
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230 Park Avenue, Suite 1536
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Maroussi 15124
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New York, NY 10169
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Athens, Greece
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Tel. (212) 661‐7566
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Email: info@starbulk.com
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E‐mail: starbulk@capitallink.com
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www.starbulk.com
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www.capitallink.com
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