Star Bulk’s $2.1 Billion Combination with Eagle Bulk Shipping

On December 11, 2023, Star Bulk Carriers Corp. (“Star Bulk”), a global shipping company focusing on the transportation of dry bulk cargoes, and Eagle Bulk Shipping Inc. (“Eagle”), one of the world’s largest owner-operators within the midsize dry bulk vessel segment, announced that the companies have entered into a definitive agreement to combine in an all-stock merger on a Net Asset Value to Net Asset Value (“NAV”) basis with a pro forma market capitalization of approximately $2.1 billion. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, 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 of $44.85 on December 8, 2023. Upon the close of the transaction, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company on a fully diluted basis, respectively. Cravath is representing Star Bulk in connection with the transaction.

The Cravath team is led by partners Jin-Kyu Baek and D. Scott Bennett and includes associates Harold C. King and T. Henley Hopkinson on M&A matters; partners George E. Zobitz and C. Daniel Haaren and associates Kelly N. King, Benjamin B. Arcano and Mary Jean Perzik on financing matters; partners Christopher K. Fargo and Arvind Ravichandran and associate Sonia Katharani-Khan on tax matters; partner Amanda Hines Gold and practice area attorney David Crampton on executive compensation and benefits matters; partner Noah Joshua Phillips, of counsel Jesse M. Weiss and associate Lavinia M. Borzi on antitrust matters; of counsel Megan Y. Lew on regulatory matters; senior attorney Annmarie M. Terraciano and associate Star S. Gulant on environmental matters; practice area attorneys Brian M. Budnick and Lauren Piechocki on real estate matters; and associates Carys J. Webb and Joanne Dynak on intellectual property matters. Paul Friedrich also worked on M&A matters and Josh Banafsheha also worked on tax matters.