-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ev6VdeXDMS64dmJGCARrsU0gtUVn51I96LdPSmsQXiIXSnHrQS726+jjBGni7EeC KiwMfv76Qrbax5kbUnf4iQ== 0001341004-07-002350.txt : 20070815 0001341004-07-002350.hdr.sgml : 20070815 20070815161720 ACCESSION NUMBER: 0001341004-07-002350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070815 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070815 DATE AS OF CHANGE: 20070815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Bulk Shipping Inc. CENTRAL INDEX KEY: 0001322439 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 980450435 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51366 FILM NUMBER: 071059946 BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE STREET 2: SUITE 1405 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-785-2500 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE STREET 2: SUITE 1405 CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 eagle_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 15, 2007 (August 10, 2007)

 

Eagle Bulk Shipping Inc.  

(Exact Name of Registrant as Specified in its Charter)

 

 

Marshall Islands

000-51366

98-0453513

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S. Employer Identification No.)

 

 

477 Park Avenue
New York, New York

 

10022

(Address of Principal Executive Offices)

(Zip Code)

 

(212) 785-2500

(Registrant's telephone number, including area code)

 

None

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.01.

Completion of Acquisition or Disposition of Assets.

 

On August 10, 2007, Eagle Bulk Shipping Inc., a Marshall Islands corporation (the "Company"), issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing the completion on August 10, 2007 of the acquisition (the "Acquisition") by the Company, pursuant to a Stock Purchase Agreement, dated July 24, 2007, between the Company and Kyrini Shipping Inc., a Liberian corporation (the "Seller"), of all of the issued and outstanding shares of capital stock of 19 wholly owned subsidiaries of the Seller (the "Purchased Entities"). The purchase price for the Purchased Entities was $150 million plus the reimbursement to the Seller of all installment payments made by the Seller pursuant to the Construction Contracts (as defined below) prior to completion of the Acquisition.

 

The Purchased Entities’ primary assets consisted of contracts for the construction of eighteen Supramax drybulk vessels and options for the construction of a further eight Supramax drybulk vessels (the "Construction Contracts"), which options were exercised on August 1, 2007. Total payments for the 26 vessels under construction are approximately $944 million. The Construction Contracts call for the 26 vessels to be delivered between August 2008 and April 2012.

 

Other than the Stock Purchase Agreement, there are no material relationships between the Company and the Seller or any of their respective affiliates, or any director or officer of the Company or the Seller.

 

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

To the extent required by this item, the financial statements will be filed by an amendment to this Current Report on Form 8-K within the time period permitted under Item 9.01(a)(4) of Form 8-K.

(b)

Pro Forma Financial Information

To the extent required by this item, the pro forma financial information will be filed by an amendment to this Current Report on Form 8-K within the time period permitted by Item 9.01(b)(2) of Form 8-K.

 

(d)

Exhibits

 

 

Exhibit No.

Description

 

 

 

 

99.1

Press Release dated August 10, 2007.

 

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EAGLE BULK SHIPPING INC.

 

 

 

 

 

 

 

By:

/s/ Alan S. Ginsberg

 

Name:

Alan S. Ginsberg

 

Title:

Chief Financial Officer

 

 

Date: August 15, 2007

 

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EXHIBIT INDEX

 

 

Exhibit No.

Description

 

 

 

 

99.1

Press Release dated August 10, 2007.

 

 

4

 

 

 EX-99 2 eagle_ex99-1.htm EXH. 99.1

Exhibit 99.1

Eagle Bulk Shipping Inc. Announces Closing of Fleet Acquisition

 

NEW YORK, Aug 10, 2007 (PrimeNewswire via COMTEX News Network) -- Eagle Bulk Shipping Inc. (Nasdaq:EGLE) today announced that it has completed the fleet acquisition from the parent of Anemi Maritime Services, a private Greek shipping company. The Company had previously reported this transaction on July 25, 2007.

 

About Eagle Bulk Shipping Inc.

Eagle Bulk Shipping Inc., headquartered in New York City, is a leading global owner of Supramax dry bulk vessels, which are dry bulk vessels that range in size from 50,000 to 60,000 deadweight tons, or dwt, and transport a broad range of major and minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes. Our strategy is to charter our modern fleet on medium- to long-term time charters which allow us to take advantage of the stable cash flow and high utilization rates that are associated with such charters.

Forward-Looking Statements

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may 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 forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although Eagle Bulk Shipping Inc. 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 our control, Eagle Bulk Shipping Inc. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled dry-docking, changes in our vessel operating expenses, including dry-docking and insurance costs, or actions taken by regulatory authorities, potential liability from future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.

Risks and uncertainties are further described in reports filed by Eagle Bulk Shipping Inc. with the U.S. Securities and Exchange Commission.

 

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Visit our website at www.eagleships.com.

This news release was distributed by PrimeNewswire, www.primenewswire.com

 

SOURCE: Eagle Bulk Shipping Inc.

Eagle Bulk Shipping Inc.

Company Contact:

Alan Ginsberg, Chief Financial Officer

+1 212-785-2500

 

Mandelbaum & Morgan, New York

Investor Relations / Media:

Jon Morgan

+1 212-741-0014

 

 

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