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General Information
12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
General Information General Information
The accompanying consolidated financial statements include the accounts of Eagle Bulk Shipping Inc. and its wholly-owned subsidiaries (collectively, the “Company,” “we” or “our” or similar terms). All dollar amounts are stated in U.S. dollars and are presented in thousands, on a rounded basis, using actual amounts, except for per share amounts and unless otherwise noted. Minor differences in totals or percentages may exist due to rounding.

Our Business
The Company is engaged in the business of ocean transportation of drybulk cargoes worldwide through the ownership, charter and operation of drybulk carrier vessels.
 
The Company’s fleet, which is comprised of Supramax and Ultramax drybulk carriers is engaged in the Company’s single set of business activities. Each of the Company’s vessels serve the same type of customer, have similar operation and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one operating segment and has one reportable segment. As the Company’s vessels transport cargoes on behalf of customers across the globe, between countries and through international waters via many different trade routes, the disclosure of geographic information is impracticable.
 
The Company is a holding company incorporated in 2005, under the laws of the Republic of the Marshall Islands and is the sole owner of all of the outstanding shares of its wholly-owned subsidiaries formed in the Republic of the Marshall Islands. The primary activity of each of the subsidiaries is the ownership of a vessel. The operations of the vessels are managed by a directly wholly-owned subsidiary of the Company, Eagle Bulk Management LLC, a Republic of the Marshall Islands limited liability company. Our common stock traded on the Nasdaq Global Select Market under the symbol “EGLE” until January 3, 2023. On January 4, 2023, we transferred the listing of our common stock to the New York Stock Exchange (“NYSE”), which continues to trade under the symbol “EGLE.”

As of December 31, 2023, the Company owned and operated a modern fleet of 52 ocean-going vessels, including 22 Supramax and 30 Ultramax vessels, with a combined carrying capacity of 3.16 million deadweight ton (“dwt”) and an average age of approximately 10 years.

In addition to its owned fleet, the Company charters-in third-party vessels on both a short-term and long-term basis. As of December 31, 2023, the Company had three Ultramax vessels on a long-term charter-in basis, each with a remaining lease term of less than one year.

For each of the years ended December 31, 2023, 2022 and 2021, the Company had no charterers which individually accounted for more than 10% of the Company’s gross charter revenue.

Effective as of September 15, 2020, the Company completed a 1-for-7 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.01 per share. Proportional adjustments were made to the Company’s issued and outstanding common stock, the exercise price and number of shares issuable upon exercise of all of the Company’s outstanding warrants, the exercise price and number of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans and the number of shares subject to restricted stock awards under the Company’s equity incentive plans. Furthermore, the conversion rate set forth in the indenture governing the Company’s Convertible Bond Debt was adjusted to reflect the Reverse Stock Split. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Furthermore, if a shareholder held less than seven shares prior to the Reverse Stock Split, then such shareholder received cash in lieu of the fractional share. All references herein to common stock and per share data for all periods presented in these consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the Reverse Stock Split.
Proposed Merger
On December 11, 2023, the Company, Star Bulk Carriers Corp. (“Star Bulk”), and Star Infinity Corp., a wholly-owned subsidiary of Star Bulk (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to approval of the Company’s shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Merger Sub will be merged with and into the Company (the “Proposed Merger”), with the Company surviving the merger and becoming a wholly-owned subsidiary of Star Bulk.

If the Proposed Merger is completed, each share of the Company’s common stock (other than shares held by the Company, Star Bulk, Merger Sub or any of their respective direct or indirect wholly-owned subsidiaries) will be converted into the right to receive 2.6211 validly issued, fully paid and non-assessable shares of common stock of Star Bulk (and, if applicable, cash in lieu of fractional shares) (the “Merger Consideration”), less any applicable withholding taxes. Based on the number of shares of Star Bulk common stock and the Company’s common stock outstanding and reserved for issuance as of the date the Merger Agreement was executed, immediately following the consummation of the Proposed Merger, pre-merger Star Bulk shareholders will own approximately 71% and former shareholders of the Company will own approximately 29% of Star Bulk common stock on a fully diluted basis.
The Proposed Merger is expected to close in the first half of 2024, subject to the satisfaction or waiver of certain conditions, including: (i) the authorization of the Merger Agreement by the affirmative vote of the holders of a majority of all outstanding shares of common stock of the Company entitled to vote thereon; (ii) the authorization of the issuance of shares of the Company’s common stock issuable upon the potential future conversion of Convertible Bond Debt (as defined below) in excess of the conversion share cap set forth in the Indenture (as defined below) by the affirmative vote of a majority of the votes cast by holders of common stock of the Company entitled to vote thereon; (iii) the effectiveness, which occurred on February 12, 2024, of a registration statement on Form F-4 in connection with the issuance of Star Bulk common stock as merger consideration, which includes a prospectus and a proxy statement relating to the special shareholder meeting to approve the Proposed Merger and absence of any stop order suspending the effectiveness of the Form F-4; (iv) the absence of any temporary restraining order, preliminary or permanent injunction or other judgment or law entered, enacted, promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction preventing, making illegal or prohibiting the Proposed Merger or the transactions contemplated by the Merger Agreement; (v) the expiration or termination of all applicable waiting periods relating to the Proposed Merger under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of certain approvals from applicable governmental entities; and (vi) the approval of the listing on the Nasdaq Global Select Market of shares of Star Bulk common stock to be issued in the Proposed Merger as merger consideration, subject to official notice of issuance. The obligation of each of the Company and Star Bulk to consummate the Proposed Merger is also conditioned on, among other things, the accuracy of the representations and warranties made by the other party as of the closing date (subject to certain “materiality” and “material adverse effect” qualifiers) and material compliance by the other party with pre-closing covenants.