Eagle Bulk Shipping Inc. Announces Reverse Stock Split
September 14 2020 - 11:45AM
Eagle Bulk Shipping Inc. (NASDAQ: EGLE) (“Eagle Bulk”, “Eagle” or
the “Company”), one of the world’s largest owner-operators within
the Supramax / Ultramax drybulk segment, today announced that it
has resolved to effect a reverse stock split of the Company’s
issued common stock and has determined the ratio to be 1-for-7. The
Company’s shareholders approved the reverse stock split and granted
the Board the authority to determine the exact split ratio and when
to proceed with the reverse stock split at the Company’s Annual
Meeting of Shareholders held on June 19, 2020.
The reverse stock split will take effect on
September 15, 2020 at 9:00 a.m. Eastern time, and the Company’s
common stock is expected to begin trading on a split-adjusted basis
on the Nasdaq Global Select Market on the same day under the
existing ticker symbol “EGLE”. The new CUSIP number for the
Company’s common stock will be Y2187A 150.
When the reverse stock split becomes effective,
every seven shares of the Company’s issued and outstanding common
stock will be automatically combined into one issued and
outstanding share of common stock without any change in the par
value per share or the total number of authorized shares. This will
reduce the number of outstanding shares of the Company’s common
stock from approximately 77.1 million shares to approximately 11.0
million shares.
No fractional shares of common stock will be
issued in connection with the reverse stock split. If as a result
of the reverse stock split, a shareholder of record would otherwise
hold a fractional share, the fractional share resulting from the
reverse stock split will be rounded down to the nearest whole
share. Furthermore, if a shareholder holds less than seven shares
prior to the reverse stock split, then such shareholder will
receive in lieu of fractional shares a cash payment (without
interest and subject to applicable withholding taxes) in an amount
per share equal to the closing price per share on Nasdaq on the
trading day immediately preceding the reverse stock split effective
date. Shareholders holding share certificates will receive
information from Computershare, Inc., the Company’s transfer agent,
regarding the process for exchanging their shares of common stock.
Shareholders who hold their shares in brokerage accounts or in
“street name” will not be required to take any action to effect the
exchange of their shares.
Proportionate adjustments will be made to the
per share exercise price and the number of shares issuable upon the
exercise of all of the Company’s outstanding warrants, the exercise
price and number of shares issuable upon the 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 indenture that
governs our Convertible Bond Debt provides that the conversion rate
will be adjusted in connection with any stock split
transaction.
Additional information about the reverse stock
split can be found in the Company’s proxy statement furnished to
the Securities and Exchange Commission on May 12, 2020, a copy of
which is available at www.sec.gov.
About Eagle Bulk Shipping
Inc.
Eagle Bulk Shipping Inc. (“Eagle” or the
“Company”) is a U.S. based fully integrated shipowner-operator
providing global transportation solutions to a diverse group of
customers including miners, producers, traders, and end users.
Headquartered in Stamford, Connecticut, with offices in Singapore
and Copenhagen, Denmark, Eagle focuses exclusively on the versatile
mid-size drybulk vessel segment and owns one of the largest fleets
of Supramax/Ultramax vessels in the world. The Company performs all
management services in-house (including strategic, commercial,
operational, technical and administrative) and employs an active
management approach to fleet trading with the objective of
optimizing revenue performance and maximizing earnings on a
risk-managed basis. For further information, please visit our
website: www.eagleships.com.
Disclaimer: Forward-Looking
Statements
Matters discussed in this release may constitute
forward-looking statements that may be deemed to be
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements reflect current views with respect to future events and
financial performance and may include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts. These statements may include words
such as “believe,” “estimate,” “project,” “intend,” “expect,”
“plan,” “anticipate,” and similar expressions in connection with
any discussion of the timing or nature of future operating or
financial performance or other events.
The forward-looking statements in this release
are based upon various assumptions, many of which are based, in
turn, upon further assumptions, including without limitation,
examination of historical operating trends, data contained in our
records and other data available from third parties. Although Eagle
Bulk Shipping Inc. believes that these assumptions were reasonable
when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or
impossible to predict and are beyond our control, Eagle Bulk
Shipping Inc. cannot assure you that it will achieve or accomplish
these expectations, beliefs or projections.
Important factors that, in our view, could cause
actual results to differ materially from those discussed in the
forward-looking statements include the strength of world economies
and currencies, general market conditions, including changes in
charter hire rates and vessel values, changes in demand that may
affect attitudes of time charterers to scheduled and unscheduled
drydocking, changes in vessel operating expenses, including
drydocking and insurance costs, or actions taken by regulatory
authorities, ability of our counterparties to perform their
obligations under sales agreements, charter contracts, and other
agreements on a timely basis, potential liability from future
litigation, domestic and international political conditions,
potential disruption of shipping routes due to accidents and
political events or acts by terrorists.
Risks and uncertainties are further described in
reports filed by Eagle Bulk Shipping Inc. with the SEC.
CONTACT
Company Contact:Frank De CostanzoChief Financial
OfficerEagle Bulk Shipping Inc.Tel. +1 203-276-8100Email:
investor@eagleships.com
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