Star Bulk Carriers Corp. (the "Company" or "Star Bulk") (Nasdaq:
SBLK, Oslo: SBLK), a global shipping company focusing on the
transportation of dry bulk cargoes announced today that it has
entered into an en bloc definitive agreement with entities
controlled by Delphin Shipping LLC (“Delphin” or “Sellers”), an
entity affiliated with Kelso & Company (“Kelso”), pursuant to
which the Company will acquire eleven (11) operating dry bulk
vessels (the “Vessels”) for an aggregate purchase price of $139.5
million (“Purchase Price”), payable in the form of a) $80.0 million
in cash and b) 4.503 million common shares of Star Bulk (the
“Consideration Shares”), (the “Vessel Acquisition”). The Company
has secured exhaust gas cleaning systems (“EGCS” or “Scrubbers”)
for all of the Vessels with attractive delivery dates.
The cash portion of the Purchase Price will be
financed through proceeds of a new seven-year capital lease of up
to $93.6 million with China Merchants Bank Leasing, and an
additional tranche of $15.0 million for financing of Scrubbers,
thus offering approx. $9.0 million of additional liquidity for Star
Bulk.
Below are the details of the Vessels to be
acquired from Delphin:
The Acquired Vessels: |
|
|
|
Vessel |
YoB |
Yard |
DWT |
Apus |
2014 |
Jiangsu
Hantong |
63,100 |
Aquila |
2012 |
Jiangsu
Hantong |
56,500 |
Cepheus |
2012 |
Jiangsu
Hantong |
56,500 |
Columba |
2012 |
Jiangsu
Hantong |
56,500 |
D.
Centaurus |
2012 |
Jiangsu
Hantong |
56,600 |
Dorado |
2013 |
Jiangsu
Hantong |
56,500 |
Hercules |
2012 |
Jiangsu
Hantong |
56,500 |
Hydrus |
2013 |
Jiangsu
Hantong |
56,600 |
Leo |
2013 |
Jiangsu
Hantong |
56,600 |
Pegasus |
2013 |
Jiangsu
Hantong |
56,500 |
Pyxis |
2013 |
Jiangsu
Hantong |
56,600 |
Total |
|
|
628,500 |
The Vessel Acquisition, which is expected to be
consummated in June 2019, remains subject to the execution of
definitive finance agreements and customary closing conditions. The
technical management of the 11 vessels will remain with an entity
affiliated with Technomar, while commercial management will be
taken over by Star Bulk.
As a result of the contemplated transaction,
entities affiliated with Kelso are expected to own approximately
4.6% of the outstanding common shares of the Company. After giving
effect to the Vessel Acquisition, Star Bulk will have a fleet of
120 vessels on a fully delivered basis, aggregate cargo-carrying
capacity of approximately 13.1 million deadweight tons and vessels
with an average age of 7.8 years.
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, Oslo, New York, Cyprus and Geneva. Its common stock trades
on the Nasdaq Global Select Market and on the Oslo Stock Exchange
under the symbol “SBLK”. On a fully delivered basis, Star Bulk will
have a fleet of 120 vessels, with an aggregate capacity of 13.1
million dwt, consisting of 17 Newcastlemax, 19 Capesize, 2 Mini
Capesize, 7 Post Panamax, 35 Kamsarmax, 2 Panamax, 18 Ultramax and
20 Supramax vessels with carrying capacities between 52,055 dwt and
209,537 dwt. Where we refer to information on a “fully delivered
basis,” we are referring to such information after giving
effect to the delivery of two newbuilding vessels and the
successful consummation of the Vessel Acquisition.
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.
The Company desires 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. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect,” “pending” and similar
expressions 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 the Company’s management of historical
operating trends, data contained in its records and other data
available from third parties. Although the Company believes 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 the Company’s control, the Company cannot assure you that it
will achieve or accomplish these expectations, beliefs or
projections.
In addition to these important factors, other
important factors that, in the Company’s 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 charterhire rates and vessel
values; the strength of world economies; the stability of Europe
and the Euro; fluctuations in interest rates and foreign exchange
rates; changes in demand in the dry bulk shipping industry,
including the market for our vessels; changes in our operating
expenses, including bunker prices, dry docking and insurance costs;
changes in governmental rules and regulations or actions taken by
regulatory authorities; potential liability from pending or future
litigation; general domestic and international political
conditions; potential disruption of shipping routes due to
accidents or political events; the availability of financing and
refinancing; our ability to meet requirements for additional
capital and financing to complete our newbuilding program and grow
our business; the impact of the level of our indebtedness and the
restrictions in our debt agreements; vessel breakdowns and
instances of off‐hire; risks associated with vessel construction;
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
planned. 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.
Contacts
Company:Simos Spyrou, Christos
BeglerisCo ‐ Chief Financial Officers Star Bulk Carriers Corp.c/o
Star Bulk Management Inc.40 Ag. Konstantinou Av.Maroussi
15124Athens, GreeceEmail: info@starbulk.comwww.starbulk.com
Investor Relations / Financial Media:
Nicolas BornozisPresidentCapital Link, Inc.230
Park Avenue, Suite 1536New York, NY 10169Tel. (212) 661‐7566E‐mail:
starbulk@capitallink.comwww.capitallink.com
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