Republic of The Marshall Islands (State or other jurisdiction of incorporation or organization) Star Bulk Carriers Corp. c/o Star Bulk Management Inc. 40 Agiou Konstantinou Str. Maroussi 15124, Athens, Greece 011-30-210-617-8400 (telephone number) (Address and telephone number of Registrant’s principal executive offices) | N/A (I.R.S. Employer Identification No.) Star Bulk Carriers Corp. c/o Star Bulk (USA) LLC Attention: Hamish Norton 358 5th Avenue, Suite 1207, New York, NY 10001 (646) 559-1140 (telephone number) (Name, address and telephone number of agent for service) | ||
Georgia Mastagaki, Co-General Counsel Sofia Damigou, Co-General Counsel Star Bulk Carriers Corp. c/o Star Bulk Management Inc. 40 Agiou Konstantinou Str. Maroussi 15124, Athens, Greece 011-30-210-617-8400 (telephone number) | D. Scott Bennett, Esq. Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, NY 10001 (212) 474-1000 (telephone number) | ||

(1) | common shares; |
(2) | preferred shares; |
(3) | our debt securities, which may be guaranteed by one or more of our subsidiaries; |
(4) | our warrants; |
(5) | rights; and |
(6) | our units. |
• | the possibility that the expected synergies and value creation from the merger between the Company, Star Infinity Corp., a Marshall Islands corporation and a wholly owned subsidiary or Star Bulk, and Eagle Bulk Shipping Inc., a Marshall Islands corporation (“Eagle” and such merger, the “Eagle Merger”) will not be realized, or will not be realized within the expected time period; |
• | the possibility that additional unexpected costs or difficulties related to the integration of the Company and Eagle’s operations will be greater than expected; |
• | general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values; |
• | the strength of world economies; |
• | the stability of Europe and the Euro; |
• | fluctuations in currencies, interest rates and foreign exchange rates; |
• | business disruptions due to natural and other disasters or otherwise, such as the impact of any future epidemics; |
• | the length and severity of epidemics and pandemics and their impact on the demand for seaborne transportation in the dry bulk sector; |
• | changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of new buildings under construction; |
• | the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom; |
• | changes in our expenses, including bunker prices, dry docking, crewing and insurance costs; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities; |
• | potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; |
• | the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance (“ESG”) practices; |
• | our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets including as set forth under “Item 4. Information on the Company—B. Business Overview—Our ESG Performance” in the 2024 20-F (as defined herein); |
• | new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries; |
• | potential cyber-attacks, which may disrupt our business operations; |
• | general domestic and international political conditions or events, including “trade wars,” the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflicts in the Middle East and the Houthi attacks in the Red Sea and the Gulf of Aden; |
• | the impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments; |
• | our ability to successfully compete for, enter into and deliver our vessels under time charters or other employment arrangements for our existing vessels after our current charters expire and our ability to earn income in the spot market; |
• | potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability, piracy or acts by terrorists; |
• | the availability of financing and refinancing; |
• | the failure of our contract counterparties to meet their obligations; |
• | our ability to meet requirements for additional capital and financing to complete our newbuilding program and grow our business; |
• | the impact of our indebtedness and the compliance with the covenants included in our debt agreements; |
• | vessel breakdowns and instances of off-hire; |
• | potential exposure or loss from investment in derivative instruments; |
• | potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management; |
• | our ability to complete acquisition transactions as and when planned and upon the expected terms; |
• | the impact of port or canal congestion or disruptions; and |
• | other important factors described under the heading “Risk Factors.” |
• | Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 20-F”), filed with the Commission on March 19, 2025, containing our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; |
• | Audited consolidated statements of operations, statements of comprehensive income, statements of changes in stockholders’ equity and statements of cash flows of Eagle for the years ended December 31, 2023, 2022 and 2021, together with the notes thereto and the report of independent registered public accounting firm thereon, contained in pages F-2 through F-41 of Eagle’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on March 4, 2024; and |
• | Report on Form 6-K filed with the Commission on March 27, 2025. |
Selling Shareholder | Common Shares Owned Prior to the Offering | Percentage of Class Prior to the Offering | Total Common Shares Offered Hereby | Percentage of the Class Following the Offering | ||||||||
Entities affiliated with Raffaele Zagari(1) | 2,141,500 | 1.8% | 2,141,500 | 0.0% | ||||||||
Entities affiliated with Petros Pappas(2) | 4,261,768 | 3.6% | 4,261,768 | 0.0% | ||||||||
(1) | As of February 17, 2025: Consists of (i) 2,127,595 shares beneficially owned directly by Augustea MED Limited, a Malta limited liability company, (ii) 2,405 shares beneficially directly owned by Augustea Oceanbulk Maritime Malta Limited, a Malta limited liability company and (iii) 11,500 shares beneficially directly owned by Raffaele Zagari. |
(2) | Family members and companies related to family members of our Chief Executive Officer, Mr. Petros Pappas. |
• | a block trade in which a broker-dealer may resell a portion of the block, as principal, to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; |
• | an over-the-counter distribution; |
• | an exchange or market distribution in accordance with the rules of the applicable exchange or market; |
• | privately negotiated transactions; |
• | trading plans entered into by a Selling Shareholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | otherwise through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | enter into transactions involving short sales of our common shares by underwriters or broker-dealers; |
• | sell common shares short and deliver the shares to close out short positions; |
• | enter into option or other types of transactions that require us or the Selling Shareholders, as applicable, to deliver common shares to an underwriter or broker-dealer, who will then resell or transfer the common shares under this prospectus; or |
• | loan or pledge the common shares to an underwriter or broker-dealer (including pursuant to a margin loan), who may sell the loaned shares or, in the event of default, sell the pledged shares. |
• | On April 11, 2022, 535,005 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 359,305 restricted common shares vested in October 2022, 87,850 restricted common shares vested in April 2023 and the remaining 87,850 restricted common shares vest in April 2025. |
• | On May 16, 2023, 416,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 279,500 restricted common shares vested in November 2023, 68,500 restricted common shares vested in May 2024 and the remaining 68,500 restricted common shares vest in May 2026. |
• | On May 28, 2024, 355,012 restricted common shares were granted to certain directors and officers, of which 237,012 restricted common shares vested in November 2024, 59,000 restricted common shares vest in May 2025 and the remaining 59,000 common shares vest in May 2027. |
• | As of the date of this prospectus, 74,877 common shares are available under the Equity Incentive Plans. |
Period | (a) Total Number of Shares (or Units) Purchased(1) | (b) Average Price Paid per Share (or Unit)(2) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||
January 1-31, 2024 | ||||||||||||
February 1-29, 2024 | ||||||||||||
March 1-31, 2024 | ||||||||||||
April 1-30, 2024 | ||||||||||||
May 1-31, 2024 | ||||||||||||
June 1-30, 2024 | ||||||||||||
July 1-31, 2024 | ||||||||||||
August 1-31, 2024 | ||||||||||||
September 1-30, 2024 | 933,004(1) | $20.61 | 933,004 | $28,874,151 | ||||||||
October 1-31, 2024 | ||||||||||||
November 1-30, 2024 | ||||||||||||
December 1-31, 2024 | 393,474(1) | $15.37 | 393,474 | $93,946,487 | ||||||||
Total | 1,326,478 | N/A | 1,326,478 | N/A | ||||||||
(1) | These shares were repurchased under the Share Repurchase Program. |
(2) | The average price paid per share does not include commissions paid for each transaction. |
• | the designation of the series; |
• | the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and |
• | the voting rights, if any, of the holders of the series. |
• | prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, our Board of Directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; |
• | upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting shares of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee share plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; |
• | at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 70% of the outstanding voting shares that is not owned by the interested shareholder; or |
• | the shareholder became an interested shareholder prior to the consummation of the initial public offering of common shares under the Securities Act. |
• | the Board of Directors shall be divided into three classes; |
• | directors may only be removed for cause and by an affirmative vote of the holders of 70% or more of the outstanding shares of our capital stock entitled to vote generally in the election of directors; |
• | the directors are authorized to make, alter, amend, change or repeal our bylaws by vote not less than 66 2∕3% of the entire Board of Directors; |
• | the shareholders are authorized to alter, amend or repeal our bylaws by an affirmative vote of 70% or more of the outstanding shares of our capital stock entitled to vote generally in the election of directors; |
• | we may not engage in any business combination with any interested shareholder for a period of three years following the transaction in which the person became an interested shareholder; and |
• | we shall indemnify directors and officers to the full extent permitted by law, and we shall advance certain expenses (including attorneys’ fees and disbursements and court costs) to the directors and officers. For purposes of these provisions, an “interested shareholder” is generally any person or entity that owns 20% or more of the shares of our outstanding voting shares or any person or entity affiliated with or controlling or controlled by that person or entity. |
• | the designation, aggregate principal amount and authorized denominations, and the obligors with respect thereto; |
• | the issue price, expressed as a percentage of the aggregate principal amount; |
• | the maturity date; |
• | the interest rate per annum, if any; |
• | if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates; |
• | any optional or mandatory sinking fund provisions or conversion or exchangeability provisions; |
• | the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions, including discharge and defeasance; |
• | if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable; |
• | if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy; |
• | any events of default not set forth in this prospectus; |
• | the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America; |
• | if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made; |
• | whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made; |
• | if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture; |
• | if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined; |
• | any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture; |
• | whether the offered debt securities will be issued in the form of global securities or certificates in registered form; |
• | any terms with respect to subordination or security; |
• | any listing on any securities exchange or quotation system; |
• | additional or differing terms relating to the amendment or modification of the indenture or waivers with respect to such indenture or series of debt securities; |
• | additional or differing provisions, if any, related to defeasance and discharge of the offered debt securities; and |
• | the applicability of any guarantees. |
• | the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including the senior debt securities or letters of credit; |
• | all capitalized lease obligations; |
• | all hedging obligations; |
• | all obligations representing the deferred purchase price of property; and |
• | all deferrals, renewals, extensions and refundings of obligations of the type referred to above; |
• | subordinated debt securities; and |
• | any indebtedness that by its terms is subordinated in right of payment to, or ranks on an equal basis in right of payment with, our subordinated debt securities. |
• | our ability of us or the ability of our subsidiaries to incur either secured or unsecured debt, or both; |
• | our ability to make certain payments, dividends, redemptions or repurchases; |
• | our ability to create dividend and other payment restrictions affecting our subsidiaries; |
• | our ability to make investments; |
• | mergers and consolidations by us or our subsidiaries; |
• | sales of assets by us; |
• | our ability to enter into transactions with affiliates; |
• | our ability to incur liens; and |
• | sale and leaseback transactions. |
(1) | changes the amount of securities whose holders must consent to an amendment, supplement or waiver, except to increase any such amount or to provide that certain provisions of the indenture cannot be modified, amended or waived without the consent of the holder of each outstanding security affected thereby; |
(2) | reduces the amount of interest, or changes the interest payment time, on any security; |
(3) | waives a redemption payment or alters the redemption provisions (other than any alteration that would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities; |
(4) | reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation; |
(5) | reduces the principal amount payable of any security upon maturity; |
(6) | waive a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of such series and a waiver of the payment default that resulted from such acceleration); |
(7) | changes the place or currency of payment of principal of or interest, if any, on any security other than that stated in the security; |
(8) | impairs the right of any holder to receive payment of principal or, or interest on, the securities of such holder on or after the due dates therefor; |
(9) | impairs the right to institute suit for the enforcement of any payment on, or with respect to, any security; |
(10) | make any change in the table of contents, headings, and decisions and determinations relating to foreign currency under the indenture; |
(11) | changes the ranking of the securities in right of payment; or |
(12) | makes any other change which is restricted by a specified in a board resolution, a supplemental indenture hereto or an officers’ certificate. |
• | default in any payment of interest when due which continues for 30 days; |
• | default in any payment of principal or premium when due; |
• | default in the deposit of any sinking fund payment when due; |
• | default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default; |
• | default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor and other than intercompany indebtedness) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and |
• | events of bankruptcy, insolvency or reorganization. |
• | the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility; |
• | we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or |
• | there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies, in which the price of such warrants will be payable; |
• | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; |
• | the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | the exercise price for the rights; |
• | the number of rights issued to each shareholder; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
• | the amount of rights outstanding; |
• | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
• | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
• | the terms of the units and of the warrants, debt securities, which may be guaranteed by one or more of our subsidiaries, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | a description of the terms of any unit agreement governing the units; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
Commission registration fee | $ (1) | ||
FINRA filing fee | $* | ||
Legal fees and expenses | $* | ||
Accounting fees and expenses | $* | ||
Printing and typesetting expenses | $* | ||
Blue sky fees and expenses | $* | ||
Miscellaneous | $* | ||
Total | $* | ||
(1) | The Registrant is registering an indeterminate amount of securities under the registration statement and in accordance with Rules 456(b) and 457(r), the registrant is deferring payment of any registration fee until the time the securities are sold under the registration statement pursuant to a prospectus supplement. |
* | To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this registration statement. |

Item 8. | Indemnification of Directors and Officers. |
I. | Article VI of the Third Amended and Restated Bylaws of the Registrant provides as follows: |
1. | The Company shall indemnify, to the full extent permitted by law, any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. |
2. | The Company shall indemnify, to the full extent permitted by law, any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was properly brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court having proper jurisdiction shall deem proper. |
3. | To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. |
4. | Any indemnification under Section 1 or 2 of this Article VI (unless ordered by a court having proper jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: |
a. | by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or |
b. | if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or |
c. | by the shareholders. |
5. | Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section. |
6. | The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
7. | The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article VI. |
8. | For purposes of this Article VI, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation of its separate existence had continued. |
9. | For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article VI. |
10. | The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. |
11. | No director or officer of the Company shall be personally liable to the Company or to any shareholder of the Company for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the director or officer derived an improper personal benefit. |
1. | Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any |
2. | Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. |
3. | When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. |
4. | Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. |
5. | Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. |
6. | Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
7. | Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. |
Item 9. | Exhibits |
Item 10. | Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
(5) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | If the registrant is relying on Rule 430B: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(g) | Not applicable. |
(h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(i) | Not applicable. |
(j) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
(k) | Not applicable. |
Exhibit Number | Description | ||
1.1 | Underwriting Agreement (for equity securities)* | ||
1.2 | Underwriting Agreement (for debt securities)* | ||
Form of Share Certificate (included as Exhibit 2.1 of the Company’s Form 20-F for the year ended December 31, 2014, which was filed with the Commission on April 8, 2015 and is incorporated herein by reference) | |||
4.2 | Form of Warrant* | ||
4.3 | Form of Preferred Share Certificate* | ||
Form of Senior Debt Securities Indenture (included as Exhibit 4.4 to the Company’s Registration Statement on Form F-3ASR, which was filed with the Commission on April 11, 2022 and is incorporated herein by reference) | |||
Form of Subordinated Debt Securities Indenture (included as Exhibit 4.5 to the Company’s Registration Statement on Form F-3ASR, which was filed with the Commission on April 11, 2022 and is incorporated herein by reference) | |||
4.6 | Form of Rights Agreement* | ||
4.7 | Form of Unit Agreement* | ||
Opinion of Legality of Seward & Kissel LLP, Marshall Islands counsel to the Company | |||
Opinion of Legality of Cravath, Swaine & Moore LLP, United States and New York counsel to the Company | |||
Opinion of Cravath, Swaine & Moore LLP with respect to certain tax matters | |||
Consent of Seward & Kissel LLP (included in Exhibit 5.1) | |||
23.2 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2 and Exhibit 8.1) | ||
Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.) | |||
Consent of Independent Registered Public Accounting Firm of Eagle Bulk Shipping Inc. (Deloitte & Touche LLP) | |||
Power of Attorney (contained in signature page) | |||
25.1 | T-1 Statement of Eligibility (senior indenture)* | ||
25.2 | T-1 Statement of Eligibility (subordinated indenture)* | ||
Filing Fee Table | |||
* | To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement. |
STAR BULK CARRIERS CORP. | ||||||
By: | /s/ Petros Pappas | |||||
Name: | Petros Pappas | |||||
Title: | Chief Executive Officer | |||||
Signature | Title | ||
/s/ Petros Pappas Petros Pappas | Chief Executive Officer (Principal Executive Officer) of Star Bulk Carriers Corp. Class C Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Simos Spyrou Simos Spyrou | Co-Chief Financial Officer (co-Principal Financial Officer and co-Principal Accounting Officer) of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Christos Begleris Christos Begleris | Co-Chief Financial Officer (co-Principal Financial Officer and co-Principal Accounting Officer) of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Spyros Capralos Spyros Capralos | Non-Executive Chairman and Class B Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Koert Erhardt Koert Erhardt | Class B Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Mahesh Balakrishnan Mahesh Balakrishnan | Class A Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Raffaele Zagari Raffaele Zagari | Class C Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Nikolaos Karellis Nikolaos Karellis | Class A Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Eleni Vrettou Eleni Vrettou | Class A Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Gary Weston Gary Weston | Class A Director of Star Bulk Carriers Corp. | ||
Signature | Title | ||
/s/ Milena Pappas Milena Pappas | Class B Director of Star Bulk Carriers Corp. | ||
STAR BULK (USA) LLC | |||
By: | /s/ Hamish Norton | ||
Name: | Hamish Norton | ||
Title: | Officer | ||