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after which the 10 million shares will be withdrawn and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 BulkStar 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
StatementsMatters 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.
Contacts |
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Company: |
Investor Relations / Financial Media: |
Simos Spyrou, Christos Begleris |
Nicolas Bornozis |
Co ‐ Chief Financial Officers |
President |
Star Bulk Carriers Corp. |
Capital Link, Inc. |
c/o Star Bulk Management Inc. |
230 Park Avenue, Suite 1536 |
40 Ag. Konstantinou Av. |
New York, NY 10169 |
Maroussi 15124 |
Tel. (212) 661‐7566 |
Athens, Greece |
E‐mail: starbulk@capitallink.com |
Email: info@starbulk.com |
www.capitallink.com |
www.starbulk.com |
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