Star Bulk Carriers Corp. (Star Bulk) (Nasdaq: SBLK), a global shipping company focusing on transportation of dry bulk cargoes, announced yesterday that it has entered into a definitive agreement with Songa Bulk ASA (Songa) pursuant to which the Company will acquire 15 operating vessels for an aggregate of 13.725 million common shares of Star Bulk (the “Consideration Shares”) and $145 million in cash (the “Vessel Purchase Transaction”).
The cash portion of the consideration will be financed through proceeds of a new five‐ year capital lease of $180 million with China Merchants Bank Leasing with a margin of 280 bps, thus offering approx. $35 million of additional liquidity for Star Bulk.
Below are the details of the vessels to be acquired from Songa:
| Vessel | YoB | Yard | Dwt |
| Songa Claudine | 2011 | STX | 181,258 |
| Songa Opus | 2010 | STX | 180,706 |
| Songa Mountain | 2009 | Hyundai | 179,150 |
| Songa Hirose | 2011 | Sanoyas | 83,494 |
| Songa Genesis | 2010 | STX | 82,705 |
| Songa Maru | 2008 | Tsuneishi | 82,687 |
| Songa Grain | 2008 | Tsuneishi | 82,672 |
| Songa Moon | 2012 | Tsuneishi | 82,158 |
| Songa Hadong | 2012 | Tsuneishi | 82,158 |
| Songa Devi | 2014 | Tsuneishi | 81,918 |
| Songa Delmar | 2011 | Hyundai | 81,501 |
| Songa Sky | 2010 | Sumitomo | 81,466 |
| Songa Flama | 2010 | STX | 80,448 |
| Songa Wave | 2017 | COSCO Dalian | 61,491 |
| Songa Glory | 2012 | COSCO Nantong | 58,680 |
| Total | 1,482,492 |
The Vessel Purchase Transaction remains subject to, among other things, the approval of the Songa shareholders and other customary closing conditions, and is expected to be consummated in by the third quarter of 2018. Companies controlled by Messrs. Arne Blystad, Magnus Roth and Herman Billung, representing approximately 29% of the outstanding shares of Songa, have committed to vote in favor of the Vessel Purchase Transaction on terms customary for such undertakings.
Upon completion of the Songa transaction, Mr. Arne Blystad will be appointed to the Board of Directors of Star Bulk and Mr. Herman Billung will join the management team of Star Bulk, contributing his approximately 30 years of dry bulk and capital market experience. Songa is expected to distribute the Consideration Shares to its shareholders following closing of the transaction.
As a result of the contemplated transactions, shareholders of Songa are expected to own approximately 14.9% of the outstanding common shares of the Company, and the pre‐existing top 5 shareholders of the Company would own approximately 38.7%, 4.4%, 3.9%, 1.0% and 1.0% of the outstanding common shares of the Company respectively.
Contemporaneously with the closing of the Vessel Purchase Transaction, the Company intends to apply for a secondary listing of its common shares for trading on Oslo Børs, a regulated stock market operated by Oslo Børs ASA of Norway. The Consideration Shares will be restricted from trading in the U.S., including through the Nasdaq Global Select Market, for a period of six months following the distribution of the Consideration Shares to the shareholders of Songa unless they are sold pursuant to a transaction exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Act”).
After giving effect to the Vessel Purchase Transactions, Star Bulk will have a fleet of 108 vessels on a fully delivered basis, aggregate cargo‐carrying capacity of approximately 12.26 million deadweight tons and vessels with an average age of 7.1 years.
The Consideration Shares will not be registered under the Act may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Act.
Source: Star Bulk