Star Bulk and Eagle Bulk to Merge, Creating Largest US-Listed Dry Bulk Shipping Company

Star Bulk Carriers Corp. (Nasdaq: SBLK) and Eagle Bulk Shipping Inc. (NYSE: EGLE) have announced their agreement to merge in an all-stock deal, creating the largest U.S. listed dry bulk shipping company with a fleet of 169 ships.

The merger will be on a Net Asset Value to Net Asset Value basis, resulting in a pro forma market capitalization of approximately $2.1 billion, according to the announcement.

Under the terms of the agreement, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. This represents a total consideration of approximately $52.60 per share, a 17% premium based on Eagle’s closing share price on December 8, 2023.

Once the transaction is complete, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company, respectively, on a fully diluted basis. The combined company will have a fleet of 169 owned-vessels, ranging from Newcastlemax/Capesize to Supramax/Ultramax vessels. Notably, 97% of the fleet is fitted with Exhaust Gas Cleaning Systems, or “scrubbers”.

Petros Pappas, CEO of Star Bulk, said the combination will bring “meaningful synergies” and build “an even stronger financial profile.”

“We will leverage both companies’ technical and commercial fleet management capabilities to optimize performance, deliver on our health, safety, and environmental objectives and maximize earnings potential,” said Pappas. “With a well-capitalized balance sheet, we aim to continue delivering strong cash returns to shareholders while investing in emission reduction technologies as we continue to pursue growth over the long term.”

Gary Vogel, Eagle Chief Executive Officer, added, “We are very excited to be joining forces with Star Bulk, uniting two best-in-class companies, both commercially and operationally. We are bringing together two highly complementary organizations and are confident that this accretive merger with Star Bulk will unlock significant value for Eagle shareholders, including the opportunity to participate in the long-term upside of the combined company.”

The merger is expected to close in the first half of 2024, subject to approval by Eagle shareholders and regulatory authorities. The combined company will operate as Star Bulk Carriers Corp. and will be headquartered in Athens, Greece, with offices in Stamford, Singapore, Copenhagen, and Limassol.

The current management team of Star Bulk will lead the combined company, with certain senior executives of Eagle joining the team. Petros Pappas will serve as CEO, and Spyros Capralos, the current Chairman of Star Bulk, will serve as Chairman of the Board. Additionally, one member of the Eagle Board will join the Star Bulk Board at closing.

The combined company is expected to have combined liquidity of nearly $420 million and net leverage of approximately 37%, as of September 30, 2023. Both companies will maintain their respective dividend policies until the transaction is completed.

The merger is projected to generate at least $50 million in annual cost and revenue synergies within 12-18 months after closing, achieved through commercial operations integration and economies of scale.

Star Bulk currently operates a fleet of 117 vessels with a total capacity of 13.2 million deadweight tons (dwt). Eagle, headquartered in Stamford, Connecticut, focuses on the midsize dry bulk vessel segment and owns one of the largest fleets of Supramax/Ultramax vessels in the world.

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