Republic of the Marshall Islands
|
98-0453513
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
Eagle Bulk Shipping Inc.
477 Madison Avenue
New York, New York 10022
(212) 785-2500
|
Adir Katzav
Chief Financial Officer
Eagle Bulk Shipping Inc.
477 Madison Avenue
New York, New York 10022
(212) 785-2500
|
|
(Address and telephone
number of Registrant’s
principal executive offices)
|
(Name, address and telephone
number of agent for service)
|
|
Gary J. Wolfe, Esq.
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
||
Large accelerated filer o
|
|
Accelerated filer x
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company o
|
Title of Each Class of
Securities to be Registered
|
Amount to be Registered(1)
|
Proposed Maximum
Aggregate Offering
Price(1)(2)
|
Amount of Registration Fee
|
Common stock, including related preferred stock purchase rights(3), par value $0.01 per share
|
|||
Preferred stock
|
|||
Debt securities(4)
|
|||
Guarantees(5)
|
|||
Warrants(6)
|
|||
Purchase contracts(7)
|
|||
Rights(8)
|
|||
Units(9)
|
|||
Total
|
$500,000,000
|
$57,300(10)
|
(1)
|
Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $500,000,000. Also includes such indeterminate amount of debt securities and common shares and preferred shares as may be issued upon conversion or exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II(D) of Form S-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by Eagle Bulk Shipping Inc. pursuant to this registration statement exceed $500,000,000.
|
(3)
|
Preferred stock purchase rights that initially trade together with the common shares. The value attributable to the preferred stock purchase rights, if any, will be reflected in the market price of the common shares.
|
(4) |
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000.
|
(5) |
The debt securities may be guaranteed pursuant to guarantees by the subsidiaries of Eagle Bulk Shipping Inc. No separate compensation will be received for the guarantees. Pursuant to Rule 457(n), no separate fees for the guarantees are payable.
|
(6)
|
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
|
(7)
|
There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
|
(8)
|
There is being registered hereunder an indeterminate number of rights as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
|
(9)
|
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000. Units may consist of any combination of the securities registered hereunder.
|
(10)
|
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $400,000,000 of unsold securities registered under the Registration Statement on Form S-3 (File No. 333-157663) with effective date of August 28, 2009. This unsold amount is being carried forward to this Registration Statement and the filing fee paid with respect to the initial registration of the unsold securities is being used to pay the filing fees that would otherwise be required in connection with the filing of this Registration Statement.
|
Exact Name of Additional
Registrants*
|
State or Other
Jurisdiction
of Incorporation or
Organization
|
Primary Standard
Industrial
Classification
Code No.
|
IRS Employee
Identification
Number
|
Agali Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Avlona Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Avocet Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Besra Shipping LLC
|
Marshall Islands
|
4412
|
98-0563076
|
Bittern Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Canary Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Cardinal Shipping LLC
|
Marshall Islands
|
4412
|
98-0453520
|
Cernicalo Shipping LLC
|
Marshall Islands
|
4412
|
98-0563080
|
Condor Shipping LLC
|
Marshall Islands
|
4412
|
98-0450454
|
Crane Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Crested Eagle Shipping LLC
|
Marshall Islands
|
4412
|
98-0526925
|
Crowned Eagle Shipping LLC
|
Marshall Islands
|
4412
|
98-0526922
|
Delfini Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Drosato Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Eagle Shipping International (USA) LLC
|
Marshall Islands
|
4412
|
98-0450528
|
Egret Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Falcon Shipping LLC
|
Marshall Islands
|
4412
|
98-0450453
|
Fountana Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Fulmar Shipping LLC
|
Marshall Islands
|
4412
|
98-0563084
|
Gannet Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Golden Eagle Shipping LLC
|
Marshall Islands
|
4412
|
98-0513249
|
Goldeneye Shipping LLC
|
Marshall Islands
|
4412
|
98-0581717
|
Goshawk Shipping LLC
|
Marshall Islands
|
4412
|
98-0563088
|
Grebe Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Griffon Shipping LLC
|
Marshall Islands
|
4412
|
98-0453521
|
Harrier Shipping LLC
|
Marshall Islands
|
4412
|
98-0450451
|
Hawk Shipping LLC
|
Marshall Islands
|
4412
|
98-0450449
|
Heron Shipping LLC
|
Marshall Islands
|
4412
|
66-0665177
|
Ibis Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Imperial Eagle Shipping LLC
|
Marshall Islands
|
4412
|
98-0513252
|
Jaeger Shipping LLC
|
Marshall Islands
|
4412
|
98-0499622
|
Jay Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Kampia Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Kestrel Shipping LLC
|
Marshall Islands
|
4412
|
98-0499623
|
Kingfisher Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Kite Shipping LLC
|
Marshall Islands
|
4412
|
98-0450447
|
Kittiwake Shipping LLC
|
Marshall Islands
|
4412
|
98-0499630
|
Kofina Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Marmaro Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Martin Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Merlin Shipping LLC
|
Marshall Islands
|
4412
|
66-0665179
|
Mesta Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Mylos Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Nagos Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Nenita Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Nighthawk Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Olympi Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Oriole Shipping LLC
|
Marshall Islands
|
4412
|
98-0499628
|
Osprey Shipping LLC
|
Marshall Islands
|
4412
|
98-0450446
|
Owl Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Pelineo Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Peregrine Shipping LLC
|
Marshall Islands
|
4412
|
98-0453519
|
Petrel Shipping LLC
|
Marshall Islands
|
4412
|
98-0545586
|
Puffin Shipping LLC
|
Marshall Islands
|
4412
|
98-0545587
|
Pyrgi Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Rahi Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Raptor Shipping LLC
|
Marshall Islands
|
4412
|
98-0545597
|
Redwing Shipping LLC
|
Marshall Islands
|
4412
|
98-0581715
|
Roadrunner Shipping LLC
|
Marshall Islands
|
4412
|
98-0545589
|
Robin Shipping LLC
|
Marshall Islands
|
4412
|
98-0499625
|
Saker Shipping LLC
|
Marshall Islands
|
4412
|
98-0545590
|
Sandpiper Shipping LLC
|
Marshall Islands
|
4412
|
98-0545592
|
Shikra Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Shrike Shipping LLC
|
Marshall Islands
|
4412
|
98-0526930
|
Sirikari Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Skua Shipping LLC
|
Marshall Islands
|
4412
|
98-0526936
|
Snipe Shipping LLC
|
Marshall Islands
|
4412
|
98-0545594
|
Sparrow Shipping LLC
|
Marshall Islands
|
4412
|
98-0450436
|
Sparrowhawk Shipping LLC
|
Marshall Islands
|
4412
|
98-0581719
|
Spilia Shipping S.A.
|
Marshall Islands
|
4412
|
n.a.
|
Stellar Eagle Shipping LLC
|
Marshall Islands
|
4412
|
98-0534321
|
Swift Shipping LLC
|
Marshall Islands
|
4412
|
98-0545595
|
Tern Shipping LLC
|
Marshall Islands
|
4412
|
98-0499632
|
Thrasher Shipping LLC
|
Marshall Islands
|
4412
|
n.a
|
Thrush Shipping LLC
|
Marshall Islands
|
4412
|
n.a.
|
Woodstar Shipping LLC
|
Marshall Islands
|
4412
|
98-0592277
|
Wren Shipping LLC
|
Marshall Islands
|
4412
|
98-0581720
|
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
|
PROSPECTUS SUMMARY
|
2
|
RISK FACTORS
|
7
|
USE OF PROCEEDS
|
8
|
FORWARD-LOOKING STATEMENTS
|
8
|
SELECTED FINANCIAL DATA
|
9
|
RATIO OF EARNINGS TO FIXED CHARGES
|
10
|
PLAN OF DISTRIBUTION
|
11
|
DESCRIPTION OF CAPITAL STOCK
|
12
|
DESCRIPTION OF PREFERRED SHARES
|
12
|
DESCRIPTION OF DEBT SECURITIES
|
13
|
DESCRIPTION OF WARRANTS
|
22
|
DESCRIPTION OF PURCHASE CONTRACTS
|
23
|
DESCRIPTION OF RIGHTS
|
24
|
DESCRIPTION OF UNITS
|
25
|
EXPERTS
|
26
|
LEGAL MATTERS
|
26
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
26
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
26
|
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
|
28
|
Vessel
|
Year
Built
|
Dwt
|
Charter Expiration (1)
|
Daily
Charter Hire Rate
|
|
Avocet (2)
|
2010
|
53,462
|
Jul 2012
|
Voyage(3)
|
|
Bittern (2)
|
2009
|
57,809
|
Jul 2012
|
$
|
11,990(3)
|
Canary (2)
|
2009
|
57,809
|
Aug 2012 to Nov 2012
|
$
|
12,000
|
Cardinal
|
2004
|
55,362
|
Nov 2012 to Feb 2013
|
Index(4)
|
|
Condor
|
2001
|
50,296
|
Jul 2012
|
$
|
7,000(3)
|
Crane (2)
|
2010
|
57,809
|
Jul 2012
|
$
|
7,000(3)
|
Crested Eagle
|
2009
|
55,989
|
Aug 2012 to Oct 2012
|
$
|
12,000(3)
|
Crowned Eagle
|
2008
|
55,940
|
Aug 2012 to Oct 2012
|
$
|
14,000
|
Egret Bulker
|
2010
|
57,809
|
Oct 2012 to Feb 2013
|
$17,650(5) (with 50%
profit share over $20,000)
|
Falcon
|
2001
|
50,296
|
Aug 2012
|
$
|
10,550(3)
|
Gannet Bulker
|
2010
|
57,809
|
Jan 2013 to May 2013
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Golden Eagle
|
2010
|
55,989
|
Jul 2012
|
$
|
7,500
|
Goldeneye
|
2002
|
52,421
|
Oct 2012 to Jan 2013
|
Index(4)
|
|
Grebe Bulker
|
2010
|
57,809
|
Feb 2013 to Jun 2013
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Harrier
|
2001
|
50,296
|
Jul 2012
|
$
|
6,500(3)
|
Hawk I
|
2001
|
50,296
|
Jul 2012
|
Spot(3)
|
|
Ibis Bulker
|
2010
|
57,775
|
Mar 2013 to Jul 2013
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Imperial Eagle
|
2010
|
55,989
|
Nov 2012 to Feb 2013
|
Index(4)
|
|
Jaeger
|
2004
|
52,248
|
Nov 2012 to Jan 2013
|
Index(4)
|
|
Jay(2)
|
2010
|
57,802
|
Jul 2012
|
$
|
6,750(3)
|
Kestrel I
|
2004
|
50,326
|
Jul 2012 to Aug 2012
|
Index(4)
|
|
Kingfisher (2)
|
2010
|
57,776
|
Aug 2012 to Nov 2012
|
$
|
12,500
|
Kite
|
1997
|
47,195
|
Aug 2012 to Nov 2012
|
$
|
7,250
|
Kittiwake
|
2002
|
53,146
|
Jul 2012
|
Spot(3)
|
|
Martin(2)
|
2010
|
57,809
|
Jul 2012
|
$
|
10,500(3)
|
Merlin
|
2001
|
50,296
|
Jul 2012 to Aug 2012
|
Voyage(3)
|
|
Nighthawk(2)
|
2011
|
57,809
|
Aug 2012
|
$
|
10,000(3)
|
Oriole(2)
|
2011
|
57,809
|
Jul 2012
|
$
|
12,250(3)
|
Osprey I
|
2002
|
50,206
|
Jul 2012 to Aug 2012
|
$
|
10,000(3)
|
Owl(2)
|
2011
|
50,809
|
Jul 2012
|
Voyage(3)
|
|
Peregrine
|
2001
|
50,913
|
Jul 2012
|
$
|
7,000(3)
|
Petrel Bulker
|
2011
|
57,809
|
May 2014 to Sep 2014
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Puffin Bulker
|
2011
|
57,809
|
May 2014 to Sep 2014
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Redwing
|
2007
|
53,411
|
Aug 2012
|
5,000(3)
|
|
Roadrunner Bulker
|
2011
|
57,809
|
Aug 2014 to Dec 2014
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Sandpiper Bulker
|
2011
|
57,809
|
Aug 2014 to Dec 2014
|
$17,650(5) (with 50%
profit share over $20,000)
|
|
Shrike
|
2003
|
53,343
|
Dec 2012 to Mar 2013
|
11,300(3)
|
|
Skua
|
2003
|
53,350
|
Aug 2012
|
10,500(3)
|
|
Sparrow
|
2000
|
48,225
|
Jul 2012
|
10,000(3)
|
|
Stellar Eagle
|
2009
|
55,989
|
Mar 2013 to Jun 2013
|
Index(4)
|
|
Tern
|
2003
|
50,200
|
Jul 2012 to Oct 2012
|
10,000(3)
|
|
Thrasher (2)
|
2010
|
53,360
|
Jul 2012 to Aug 2012
|
10,000(3)
|
|
Thrush
|
2011
|
53,297
|
Jul 2012
|
7,000(3)
|
|
Woodstar (2)
|
2008
|
53,390
|
Jul 2012
|
8,000(3)
|
|
Wren (2)
|
2008
|
53,349
|
Jul 2012
|
7,000(3)
|
(1)
|
The date range provided represents the earliest and latest date on which the charterer may redeliver the vessel to the Company upon the termination of the charter. The time charter hire rates presented are gross daily charter rates before brokerage commissions, ranging from 0.625% to 6.25%, to third party ship brokers.
|
(2)
|
The charter rate does not include any shortfall between the vessels’ actual daily earnings and the $17,000 per day for which KLC is responsible.
Revenue from KLC will be recognized when collectability is assured. In addition, through December 2015, we are entitled to100% of the profits on earnings between $17,000 to $21,000 per day and a 50% profit share on earnings above $17,000 per day from January 2016 to December 2018.
|
(3)
|
Upon conclusion of the previous charter, the vessel will commence a short-term charter for up to six months.
|
(4)
|
Index, an average of the trailing Baltic Supramax Index.
|
(5)
|
The charterer has an option to extend the charter by two periods of 11 to 13 months each.
|
Three Months Ended
March 31,
|
Year Ended
December 31,
|
||||||||
2012
|
2011
|
2011
|
2010
|
2009
|
|||||
|
|
|
|
|
|
|
|
||
Net income (loss)
|
$(17,433,529)
|
|
$(5,810,281)
|
|
$(14,819,749)
|
|
$26,844,650
|
|
$33,287,271
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||
Basic(1)
|
15,750,821
|
|
15,640,109
|
|
15,655,442
|
|
15,551,108
|
|
13,974,486
|
Diluted(1)
|
15,750,821
|
|
15,640,109
|
|
15,655,442
|
|
15,604,311
|
|
13,980,827
|
Per share amounts:
|
|
|
|
|
|
|
|
||
Basic net income (loss)(1)
|
$(1.11)
|
|
$(0.37)
|
|
$(0.95)
|
|
$1.73
|
|
$2.38
|
Diluted net income (loss)(1)
|
$(1.11)
|
|
$(0.37)
|
|
$(0.95)
|
|
$1.72
|
|
$2.38
|
|
|
Six months ended June 30,
|
For the year ended December 31,
|
|||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||
Ratio of earnings to fixed charges
|
(0.8)
|
.6
|
1.2
|
1.1
|
1.8
|
2.9
|
||||||
Deficiency of earnings available to cover fixed charges
|
$40,539,768
|
$17,401,876
|
|
·
|
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
|
·
|
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
|
|
·
|
ordinary brokerage transactions and transactions in which a broker solicits purchasers.
|
|
·
|
enter into transactions involving short sales of our common shares by broker-dealers;
|
|
·
|
sell common shares short and deliver the shares to close out short positions;
|
|
·
|
enter into option or other types of transactions that require us to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or
|
|
·
|
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
|
·
|
the designation, aggregate principal amount and authorized denominations;
|
|
·
|
the issue price, expressed as a percentage of the aggregate principal amount;
|
|
·
|
the maturity date;
|
|
·
|
the interest rate per annum, if any;
|
|
·
|
if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates;
|
|
·
|
any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
|
|
·
|
the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
|
|
·
|
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
|
|
·
|
if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
|
|
·
|
any events of default not set forth in this prospectus;
|
|
·
|
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
|
|
·
|
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
|
|
·
|
whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made;
|
|
·
|
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
|
|
·
|
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
|
|
·
|
any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
|
|
·
|
whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
|
|
·
|
any terms with respect to subordination;
|
|
·
|
any listing on any securities exchange or quotation system;
|
|
·
|
additional provisions, if any, related to defeasance and discharge of the offered debt securities; and
|
|
·
|
the applicability of any guarantees.
|
|
·
|
the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including the senior debt securities or letters of credit;
|
|
·
|
all capitalized lease obligations;
|
|
·
|
all hedging obligations;
|
|
·
|
all obligations representing the deferred purchase price of property; and
|
|
·
|
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
|
|
·
|
subordinated debt securities; or
|
|
·
|
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
|
|
·
|
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
|
|
·
|
the ability to make certain payments, dividends, redemptions or repurchases;
|
|
·
|
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
|
·
|
our ability to make investments;
|
|
·
|
mergers and consolidations by us or our subsidiaries;
|
|
·
|
sales of assets by us;
|
|
·
|
our ability to enter into transactions with affiliates;
|
|
·
|
our ability to incur liens; and
|
|
·
|
sale and leaseback transactions.
|
|
·
|
default in any payment of interest when due which continues for 30 days;
|
|
·
|
default in any payment of principal or premium when due;
|
|
·
|
default in the deposit of any sinking fund payment when due;
|
|
·
|
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
|
·
|
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
|
·
|
events of bankruptcy, insolvency or reorganization.
|
|
·
|
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
|
|
·
|
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
|
|
·
|
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
|
|
·
|
the title of such warrants;
|
|
·
|
the aggregate number of such warrants;
|
|
·
|
the price or prices at which such warrants will be issued;
|
|
·
|
the currency or currencies, in which the price of such warrants will be payable;
|
|
·
|
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
|
|
·
|
the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
|
·
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
|
·
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
|
·
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
|
·
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
|
·
|
information with respect to book-entry procedures, if any;
|
|
·
|
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
|
·
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
|
·
|
debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement; or
|
|
·
|
currencies.
|
|
·
|
the exercise price for the rights;
|
|
·
|
the number of rights issued to each shareholder;
|
|
·
|
the extent to which the rights are transferable;
|
|
·
|
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
|
·
|
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
|
·
|
the amount of rights outstanding;
|
|
·
|
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
|
·
|
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
|
|
·
|
the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
|
·
|
a description of the terms of any unit agreement governing the units;
|
|
·
|
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
|
·
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
·
|
Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on March 15, 2012;
|
·
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on May 10, 2012;
|
·
|
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Commission on August 9, 2012;
|
·
|
Our Current Report on Form 8-K filed with the Commission on May 23, 2012;
|
·
|
Our Current Report on Form 8-K filed with the Commission on June 20, 2012;
|
·
|
Our Current Report on Form 8-K filed with the Commission on July 16, 2012;
|
·
|
Our Current Report on Form 8-K filed with the Commission on August 10, 2012;
|
·
|
Our “Description of Capital Stock” contained in our registration statement on Form 8-A, (File No. 000-51366) as amended, filed with the Commission on June 20, 2005;
|
·
|
Our “Description of Registrant’s Securities to be Registered” contained in our registration statement on Form 8-A, (File No. 001-33831), filed with the Commission on November 13, 2007;
|
·
|
Our Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on April 30, 2012; and
|
·
|
All documents we file with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated.
|
Registration Fee
|
$11,460(1)
|
|
Legal Fees and Expenses
|
(2)
|
|
Accountants’ Fees and Expenses
|
(2)
|
|
Miscellaneous Costs
|
(2)
|
|
Total
|
$ (2)
|
(1)
|
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $400,000,000 of unsold securities registered under the Registration Statement on Form S-3 (File No. 333-157663) with effective date of August 28, 2009. This unsold amount is being carried forward to this Registration Statement and the filing fee paid with respect to the initial registration of the unsold securities is being used to pay the filing fees that would otherwise be required in connection with the filing of this Registration Statement.
|
|
(2)
|
To be provided by a prospectus supplement that is incorporated by reference into this registration statement.
|
|
The undersigned registrant hereby undertakes:
|
|
(a) Under Rule 415 of the Securities Act,
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(4)
|
Not applicable
|
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
(6)
|
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
If any securities registered under this registration statement are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security holders are to be reoffered to the public, each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
|
(d)
|
Not applicable
|
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
|
(i) The undersigned registrant hereby undertakes that:
|
|
(1)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
EAGLE BULK SHIPPING INC.
|
By: /s/ Sophocles N. Zoullas
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
|
Signature
|
Title
|
|||
/s/ Sophocles N. Zoullas
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
|||
Sophocles N. Zoullas
|
||||
/s/ Jon Tomasson
|
Director
|
|||
Jon Tomasson
|
||||
/s/ Alexis P. Zoullas
|
Director
|
|||
Alexis P. Zoullas
|
||||
/s/ David B. Hiley
|
Director
|
|||
David B. Hiley
|
||||
/s/ Douglas P. Haensel
|
Director
|
|||
Douglas P. Haensel
|
||||
/s/ Thomas Winmill
|
Director
|
|||
Thomas Winmill
|
||||
/s/ Joseph Cianciolo
|
Director
|
|||
Joseph Cianciolo
|
||||
/s/ Adir Katzav
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|||
Adir Katzav
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
By: /s/ Adir Katzav
Name: Adir Katzav
Title: Chief Financial Officer
|
AGALI SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
AVLONA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Avocet Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
BESRA SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Bittern Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Canary Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
CARDINAL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
CERNICALO SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
CONDOR SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Crane Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
CRESTED EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
CROWNED EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
DELFINI SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
DROSATO SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE SHIPPING INTERNATIONAL (USA) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Egret Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
FALCON SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
FOUNTANA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
FULMAR SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Gannet Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
GOLDEN EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
GOLDENEYE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
GOSHAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Grebe Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
GRIFFON SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
HARRIER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
HAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
HERON SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Ibis Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
IMPERIAL EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
JAEGER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Jay Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
KAMPIA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
KESTREL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Kingfisher Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
KITE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
KITTIWAKE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
KOFINA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
MARMARO SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Martin Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
MERLIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
MESTA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
MYLOS SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
NAGOS SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
NENITA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Nighthawk Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
OLYMPI SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
ORIOLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
OSPREY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Owl Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
PELINEO SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
PEREGRINE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
PETREL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
PUFFIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
PYRGI SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
RAHI SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
RAPTOR SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
REDWING SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
ROADRUNNER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
ROBIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SAKER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Sandpiper Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Shikra Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SHRIKE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SIRIKARI SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SKUA SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SNIPE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SPARROW SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SPARROWHAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SPILIA SHIPPING S.A.
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
STELLAR EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
SWIFT SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
TERN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Thrasher Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Thrush Shipping LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
WOODSTAR SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
WREN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
|
By: /s/ Adir Katzav
|
|
Name: Adir Katzav
Title: Chief Financial Officer
|
Exhibit No.
|
Description of Exhibit
|
|
1.1
|
Form of Underwriting Agreement*
|
|
3.1
|
Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of Form S-1/A filed on June 20, 2005 (file no. 333-123817))
|
|
3.2
|
Articles of Amendment to the Company's Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 of the Company's Report on Form 8-K filed on May 23, 2012)
|
|
3.3
|
Amended and Restated By Laws of the Company (incorporated herein by reference to Exhibit 3.2 of Form S-1/A filed on June 20, 2005 (file no. 333-123817))
|
|
3.4
|
Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company's registration statement on Form 8-A dated November 13, 2007)
|
|
4.1
|
Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4 of Form S-1/A filed on June 20, 2005 (file no. 333-123817))
|
|
4.2
|
Amended and Restated Rights Agreement between the Company and Computershare Trust Company, N.A. (incorporated herein by reference to Exhibit 4.1 of the Company's registration statement on Form 8-K filed on June 20, 2012)
|
|
4.2
|
Specimen Preferred Share Certificate*
|
|
4.3
|
Form of Warrant Agreement*
|
|
4.4
|
Form of Purchase Contract*
|
|
4.6
|
Form of Unit Agreement*
|
|
4.7
|
Form of Senior Indenture (incorporated herein by reference to Exhibit 4.7 of Form S-3 (file no. 333-139745))
|
|
4.8
|
Form of Subordinated Indenture (incorporated herein by reference to Exhibit 4.8 of Form S-3 (file no. 333-139745))
|
|
5.1
|
Opinion of Seward & Kissel LLP, United States and Marshall Islands counsel to the Company
|
|
23.1
|
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
|
|
23.2
|
Consent of Ernst & Young LLP
|
|
23.3
|
Consent of PricewaterhouseCoopers LLP
|
|
24
|
Power of Attorney (contained in signature page)
|
|
25.1
|
Form of T-1 Statement of Eligibility (senior indenture)*
|
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated indenture)*
|
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
||
WRITER'S DIRECT DIAL
|
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
Year Ended
December 12/31/07 |
Year Ended
December 12/31/08 |
Year Ended
December 12/31/09 |
Year Ended
December 12/31/10 |
Year Ended
December 12/31/11 |
6 Months Ended
June 30, 2012 |
|||||||||||||||||||
Fixed Charges
|
||||||||||||||||||||||||
Interest Expense
|
12,741,106 | 15,816,573 | 28,904,610 | 48,885,674 | 46,769,965 | 23,014,252 | ||||||||||||||||||
Capitalized Interest
|
9,400,288 | 26,211,616 | 28,485,470 | 12,020,462 | 2,582,127 | - | ||||||||||||||||||
Fixed Charges
|
22,141,394 | 42,028,189 | 57,390,080 | 60,906,136 | 49,352,092 | 23,014,252 | ||||||||||||||||||
Earnings
|
||||||||||||||||||||||||
Add:
|
||||||||||||||||||||||||
Income/(Loss) before taxes
|
52,243,981 | 61,632,809 | 33,287,271 | 26,844,650 | (14,819,749 | ) | (40,539,768 | ) | ||||||||||||||||
Fixed Charges
|
22,141,394 | 42,028,189 | 57,390,080 | 60,906,136 | 49,352,092 | 23,014,252 | ||||||||||||||||||
Deduct
|
||||||||||||||||||||||||
Capitalized Interest
|
(9,400,288 | ) | (26,211,616 | ) | (28,485,470 | ) | (12,020,462 | ) | (2,582,127 | ) | - | |||||||||||||
Earnings
|
64,985,087 | 77,449,382 | 62,191,881 | 75,730,324 | 31,950,216 | (17,525,516 | ) | |||||||||||||||||
Ratio of Earnings to Fixed Charges
|
2.9 | 1.8 | 1.1 | 1.2 | 0.6 | (0.8 | ) | |||||||||||||||||
Deficiency of earnings available to cover fixed charges
|
17,401,876 | 40,539,768 |
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