Star Bulk, Oceanbulk Agree To Form U.S. Listed Dry Bulk Company - Quick Facts

(RTTNews) - Star Bulk Carriers Corp. (SBLK) has reached definitive deals with entities affiliated with Oaktree Capital Management, L.P. and Star Bulk's Non-Executive Chairman, Petros Pappas, and certain of his immediate family members, including Milena Maria Pappas, one of Star Bulk's directors, under which Oceanbulk Shipping LLC and Oceanbulk Carriers LLC and entities controlled by the Pappas Investors are likely to be an indirect subsidiaries of Star Bulk in consideration for the issuance to the Oaktree Investors and the Pappas Investors of 54.104 million shares of Star Bulk.

As a result of the transaction, Star Bulk is purchasing an operating fleet of 15 dry bulk carrier vessels, with an average age of 5.6 years and an aggregate capacity of around 1.75 million dwt, including 5 Capesize vessels, 2 post-Panamax vessels, 6 Kamsarmax vessels and 2 Supramax vessels and contracts for the construction of 26 fuel-efficient, eco-design newbuilding dry bulk vessels, including 8 Newcastlemax vessels, 8 Capesize vessels and 10 Ultramax vessels each being built at shipyards in Japan and China. The newbuild vessels are slated to be delivered in 2014, 2015 and 2016.

Following the transaction closure, the Oaktree Investors would hold 61.3% of Star Bulk's common shares and the Pappas Investors would own 12.5% of Star Bulk's common stock.

In relation with the transaction, the firm has agreed to sign shareholders agreements with the Oaktree Investors and the Pappas Investors providing for certain voting restrictions, standstill obligations and ownership limitations and, for the Oaktree Investors, certain rights to make Board nominations and to appoint officers of the company. Pursuant to the transaction, the Oaktree Investors, the Pappas Investors and the Company have agreed that Petros Pappas would become the company's Chief Executive and Spyros Capralos would become the Board's Non-Executive Chairman.