Star Bulk Carriers Corp announced that it has agreed to acquire 16 vessels from entities affiliated with Augustea Atlantica SpA and York Capital Management in an all-share transaction.
As consideration for the Vessel Acquisition, Star Bulk has agreed to issue approximately 10.5 million common shares to the sellers of the 16 vessels, equal to approximately 14.1% of Star Bulk’s common shares after the closing of the Vessel Acquisition.
Under the terms of the agreement with the sellers, the consideration will be determined based on the average vessel valuations by independent vessel appraisers and is subject to adjustments for cash, debt and capex on the closing date.
As part of the transaction, the Company will assume debt of $310.0 million. The Vessel Acquisition, which is expected to be consummated in the second quarter of 2018, remains subject to the execution of definitive finance agreements and customary closing conditions.
"An entity affiliated with family members of our CEO, Petros Pappas
, is a passive minority investor in 3 of the 16 acquired vessels. The technical management of the 16 vessels will remain with an entity affiliated with Augustea Atlantica SpA, while commercial management will be taken over by Star Bulk," said a press release.
Petros Pappas, Chief Executive Officer of Star Bulk, commented: “I am very pleased that Star Bulk is acquiring a high quality, modern fleet in an all-share transaction. Combined with attractive bank financing, we believe that the transaction will be accretive to our shareholders. Star Bulk will continue to be a consolidator in the dry bulk industry."
"As part of the Vessel Acquisition, Star Bulk will acquire a fleet of 5 Newcastlemaxes / Capesize vessels, 2 Mini Capesize vessels, 8 Post Panamax / Kamsarmax vessels and 1 Ultramax vessel of 4.5 years of average age, built mainly in Japan and Korea which will provide Star Bulk with synergies and economies of scale. The vessels will be acquired by a non-recourse fully-owned subsidiary of Star Bulk. Upon completion of the Transaction, it is expected that Mr. Raffaele Zagari will join the Board of Directors of Star Bulk. I am confident that Raffaele with his 25 years of shipping experience, will be a valuable asset in the development of our Company,” he added.
Citi is acting as financial advisor to the Company in connection with the Vessel Acquisition.
On a fully delivered basis, Star Bulk will have a fleet of 90 vessels, with an aggregate capacity of 10.2 million dwt, consisting of 14 Newcastlemax, 15 Capesize, 2 Mini Capesize, 7 Post Panamax, 25 Kamsarmax, 2 Panamax, 15 Ultramax and 10 Supramax vessels with carrying capacities between 52,055 dwt and 209,537 dwt.