Drybulk Shippers Genco and Baltic Trading Agree to Merge

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April 8, 2015

MV Genco Maximus, a 2009-built capesize bulk carrier. Photo: MarineTraffic/Peter Ward

Drybulk shipping company Genco Shipping & Trading Limited (OTCBB: GSKNF) and its subsidiary Baltic Trading Limited (NYSE: BALT) announced a definitive merger agreement under which Genco will acquire Baltic Trading, a deal that is expected to simplify ownership structure and better position the company for future growth.

“This transaction is a natural evolution for Genco and Baltic Trading, and we are confident that it will deliver superior value to the shareholders of both companies,” said Peter C. Georgiopoulos, Chairman of the Genco and Baltic Trading Boards of Directors. “The combined company will be poised to capitalize on opportunities in the current market environment, and we believe the combined platform is well positioned for continued growth as a consolidator in our industry.”

The combined company will have an owned fleet of 70 drybulk vessels with an average age of 8.8 years and an aggregate carrying capacity of approximately 5,159,000 dwt. The fleet consists of 13 Capesize, eight Panamax, 21 Supramax, four Ultramax, six Handymax and 18 Handysize vessels, including two Ultramax newbuildings previously contracted by Baltic Trading.

Under the terms of the agreement, Baltic Trading will become an indirect wholly-owned subsidiary of Genco, and Baltic Trading shareholders will receive 0.216 shares of Genco common stock for each share of Baltic Trading common stock owned at closing. Following the transaction, Genco shareholders are expected to own approximately 84.5 percent of the combined company and Baltic Trading shareholders are expected to own approximately 15.5 percent. Genco expects to have its stock listed on the NYSE following the deal.

Georgiopoulos added that the transaction has already been unanimously approved by both companies’ independent special committee established their respective Board of Directors.

The closing of the transaction is still subject to the listing of Genco common stock on the NYSE and approval by Genco and Baltic Trading’s majority shareholders, among other closing conditions.

The transaction is expected to close in the third quarter of 2015.

John C. Wobensmith, President of Genco and President and Chief Financial Officer of Baltic Trading, said, “By combining Genco and Baltic Trading we are creating an industry leader that is well positioned for future growth and expansion, and we are excited about our future prospects. Through this combination, we expect to benefit from having a larger platform and solid financial position for value creation. The transaction will simplify our ownership structure, enhance the combined company’s scale and operations and reduce overhead. We appreciate the continued support of our commercial banks and look forward to continuing to provide our charterers around the world with best-in-class shipping services.”

About Genco Shipping & Trading Limited

Genco Shipping & Trading Limited transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited’s fleet, Genco owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt.

About Baltic Trading Limited

Baltic Trading Limited is a drybulk company focused on the spot charter market. Baltic Trading transports iron ore, coal, grain, steel products and other drybulk cargoes along global shipping routes. Baltic Trading Limited’s current fleet consists of four Capesize, two Ultramax, four Supramax, and five Handysize vessels with an aggregate capacity of approximately 1,221,000 dwt. After the expected delivery of the remaining two Ultramax newbuildings that Baltic Tradinghas agreed to acquire, Baltic Trading will own 17 drybulk vessels, consisting of four Capesize, four Ultramax, four Supramax and five Handysize vessels with a total carrying capacity of approximately 1,349,000 dwt.

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