A prospectus supplement will describe the specific types, amounts, prices, and detailed terms of any of these securities that we or the selling shareholders, as applicable, may offer and may describe certain risks associated with an investment in the securities. Terms used in any such prospectus supplement will have the meanings described in this prospectus, unless otherwise specified.
An investment in our common stock involves a high degree of risk. Before making an investment in our common stock, you should carefully consider the risk factorsrisks and uncertainties and all of the other information includedcontained or incorporated by reference in this prospectus, the accompanying base prospectus and the documents incorporated into each by reference, including those in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the Commission on March 13, 2019,12, 2021, as updatedamended by annual, quarterly and other reports and documents we file with the Commission after the date of this prospectus and that are incorporated by reference herein. Please see the section of this prospectus entitled “Where You Can Find Additional Information—Information Incorporated by Reference.” The occurrence of one or more of those risk factors could adversely impact our business, financial condition or results of operations.
Risks Related to Our Industry
Charter rates for dry bulk vessels are volatile and have declined significantly the past years since their historic highs and may remain at low levels or further decrease in the future, which may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants.
The dry bulk shipping industry is cyclical with high volatility in charter rates and profitability. The degree of charter rate volatility among different types of dry bulk vessels has varied widely, and in recent years, charter rates for dry bulk vessels declined significantly from historically high levels. In the past, time charter and spot market charter rates for dry bulk carriers have declined below operating costs of vessels (including as recently as 2016). The Baltic Dry Index, or the “BDI”, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, which has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market, declined from a high of 11,793 in May 2008 to a low of 290 in February 2016, which represents a decline of 98%. In 2018, the BDI ranged from a low of 948 in April 2018, to a high of 1,774 in July 2018. As of September 3, 2019, the BDI stood at 2,501.
Our ability to be profitable will depend upon a number of factors. Fluctuations in charter rates result from changes in the supply of and demand for vessel capacity and changes in the supply of and demand for the major commodities carried by water internationally. Because the factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable. Since we charter our vessels principally in the spot market, we are exposed to the cyclicality and volatility of the spot market. Spot market charter rates may fluctuate significantly based upon available charters and the supply of and demand for seaborne shipping capacity, and we may be unable to keep our vessels fully employed in these short-term markets. Alternatively, charter rates available in the spot market may be insufficient to enable our vessels to operate profitably. A significant decrease in charter rates would also affect asset values and adversely affect our profitability and cash flows.
Factors that influence the demand for dry bulk vessel capacity include:
supply of and demand for energy resources, commodities, consumer and industrial products;
changes in the exploration or production of energy resources, commodities, consumer and industrial products;
the location of regional and global exploration, production and manufacturing facilities;
the location of consuming regions for energy resources, commodities, consumer and industrial products
the globalization of production and manufacturing;
global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes;
natural disasters and weather;
disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods;
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
environmental and other legal regulatory developments;
currency exchange rates; and
Factors that influence the supply of dry bulk vessel capacity include:\
the number of newbuilding orders and deliveries including slippage in deliveries;
number of shipyards and ability of shipyards to deliver vessels;
port and canal congestion;
the scrapping rate of vessels;
speed of vessel operation;
the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire;
availability of financing for new vessels;
changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and
changes in environmental and other regulations that may limit the useful lives of vessels.
In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.
We anticipate that the future demand for our dry bulk vessels will be dependent upon economic growth in the world’s economies, including China, Japan and India, seasonal and regional changes in demand, changes in the capacity of the global dry bulk fleet, including vessel scrapping and ordering rates of newbuildings, and the sources and supply of dry bulk cargo to be transported by sea. A decrease in the level of China’s imports of raw materials or a decrease in trade globally could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows. Global dry bulk supply is expected to remain low over the next two years, as a result of low orders placed over the past three years and the implementation of the IMO low sulfur regulation. Although global economic conditions have improved, there can be no assurance as to the sustainability of future economic growth. Adverse economic, political, social or other developments could have a material adverse effect on our business, financial condition and operating results.
If we are required to charter our vessels at a time when demand and charter rates are very low, we may not be able to secure employment for our vessels at all, or we may have to accept reduced and potentially unprofitable rates. If we are unable to secure profitable employment for our vessels, we may decide to lay-up some or all unemployed vessels until such time that charter rates become attractive again. During the lay-up period, we will continue to incur some expenditures, such as insurance and maintenance costs, for each such vessel. Additionally, before exiting lay-up, we will have to pay reactivation costs for any such vessel to regain its operational condition. As a result, our business, financial condition, results of operations and cash flows and our compliance with covenants in our credit facilities may be affected.
Risks Related to Our Operations
World events could affect our operations and financial results.
Past terrorist attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Continuing conflicts, instability and other recent developments in the Middle East and elsewhere, including recent events involving vessels in the Strait of Hormuz and off the coast of Gibraltar, and the presence of U.S. or other armed forces in Afghanistan and Syria, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. Any of these occurrences could have a material adverse impact on our business, financial condition and results of operations.
For additional risks related to our operations, please see “Item 1A. Risk Factors-Industry Specific Risk Factors” in our Annual Report on Form 10-K for10-K/A, filed with the year ended December 31, 2018.
Risks Related to Our Common Stock
The effect of the sale ofCommission on March 22, 2021, and any borrowed shares, which sales, if any, may be made to facilitate transactionssubsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other documents incorporated by which investors in our convertible notes may hedge their investments, may be to lower the market price of our common stock.
We have been advised that certain selling shareholders may sell borrowed shares (including under this prospectus) and use the resulting short position to establish or maintain their hedge with respect to their investments in our convertible notes. The existence of the share lending arrangements and the short sales of our common stock effected in connection therewith could cause the market price of our common stock to be lower over the term of the share lending arrangements than it would have been had we not enteredreference into such arrangements, due to the effect of the increase in the number of our outstanding shares of common stock being traded in the market or otherwise.
Future sales, or availability for sale, of common stock by shareholders could depress the market price of our common stock.
Sales of a substantial number of shares of our common stock in the public market, including sales by any selling shareholder, or the perception that large sales could occur could depress the market price of our common stock. Such future sales, or perception thereof, could also impact our ability to raise capital through future offerings of equity or equity-linked securities. As of the date of this prospectus, we had 76,738,527 shares of common stock issued and outstanding.
To the extent we issue common stock upon conversion ofas updated by our convertible notes, the conversion of some or all of our convertible notes will dilute the ownership interests of existing stockholders. If we elect to deliver shares to holders of our convertible notes with respect to the principal amount owed at maturity, the ownership interests of existing stockholders would be diluted. Any sales in the public market of common stock so issued could adversely affect prevailing market prices of our common stock. In addition, the existence of our convertible notes may encourage short selling by market participants because the conversion of our convertible notes could depress the price of our common stock.
Risks Related to Forum Selection
Our Third Amended and Restated Articles of Incorporation provide that the U.S. federal courts located in the Southern District of New York or, if such courts lack jurisdiction, the state courts of the State of New York, shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our Third Amended and Restated Articles of Incorporation, or our Articles of Incorporation, provide that, unless the Company consents in writing to the selection of an alternative forum, the U.S. federal courts located in the Southern District of New York or, if such court lacks jurisdiction, the state courts of the State of New York, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of a breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (c) any action asserting a claim arising pursuant to any provision of the BCA or (d) any action asserting a claim governed by the internal affairs doctrine. The forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
The Company may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.
Our Articles of Incorporation include a forum selection provision as described above. However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our Articles of Incorporation to be inapplicable or unenforceable in such action. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, orsubsequent filings under the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provided for under these sections. 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. Forward-looking statements reflect management’s current expectations and observations with respect to future events and financial performance.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties,risk factors and other factors, whichinformation contained in any applicable prospectus supplement. Any of these risks and uncertainties could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The principal factors thatand adversely affect our financial position,business, results of operations and cash flows include, charter market rates, which have declined significantly from historic highs, periods of charter hire, vessel operating expenses and voyage costs, which are incurred primarily in U.S. dollars, depreciation expenses, which are a function of the costfinancial condition. The trading price of our vessels, significant vessel improvement costs and our vessels’ estimated useful lives, and financing costs related to our indebtedness. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors whichsecurities could include the following: (i) changes in demand in the dry bulk market, including, without limitation, changes in production of, or demand for, commodities and bulk cargoes, generally or in particular regions; (ii) greater than anticipated levels of dry bulk vessel new building orders or lower than anticipated rates of dry bulk vessel scrapping; (iii) changes in rules and regulations applicabledecline due to the dry bulk industry, including, without limitation, legislation adoptedoccurrence of any of these risks and uncertainties, and investors could lose all or part of their investment. In assessing these risks and uncertainties, investors should also refer to the information contained or incorporated by international bodies or organizations such as the International Maritime Organization and the European Union or by individual countries; (iv) actions taken by regulatory authorities including without limitation the U.S. Treasury Department’s Office of Foreign Assets Control; (v) changesreference in trading patterns significantly impacting overall dry bulk tonnage requirements; (vi) changes in the typical seasonal variations in dry bulk charter rates; (vii) changes in the cost ofour other modes of bulk commodity transportation; (viii) changes in general domestic and international political conditions; (ix) changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated dry docking costs); (x) significant deteriorations in charter hire rates from current levels or the inability of the Company to achieve its cost-cutting measures; and (xi) the outcome of legal proceeding in which we are involved; and other factors listed from time to time in our filings with the Commission. This discussion also includes statistical data regarding world dry bulk fleet and orderbook and fleet age. We generated some of this data internally, and some were obtained from independent industry publications and reports that we believe to be reliable sources. We have not independently verified this data nor sought the consent of any organizations to refer to their reports in this prospectus. We disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
We caution readers of this prospectus and any prospectus supplement not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to update or revise any forward-looking statements.
Unless we specify otherwise in any prospectus supplement, we intend to use the net proceeds from the sale of securities offered by us pursuant to this prospectus for vessel acquisitions, capital expenditures, repayment of indebtedness, working capital, and general corporate purposes. We will not receive any of the proceeds from the sale or other disposition of the shares of common stock Existing Warrants and Warrant Shares offered, by the selling shareholders pursuant to this prospectus, although we will receive theprospectus. All proceeds from the exerciseresale or other disposition of the Existing Warrants. Any amounts we receive from such exercisesshares of common stock pursuant to this prospectus will be used as described above. The holdersfor the accounts of the Existing Warrants are not obligated to exerciseselling shareholders.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
For the Existing Warrants and we cannot assure you that such holders will choose to exercise all or anyU.S. federal income tax consequences of the Existing Warrants.
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2019, on an:
adjusted basis, giving effect to the offering disposition of our convertible notes.
You should read the information below in connection with the section of this prospectus entitled “Use of Proceeds” as well as the consolidated financial statements and related notescommon stock, please see “Item 1. Business—Tax Considerations” in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 13, 2019, and our Quarterly Report on Form 10-Q containing our Management Discussion and Analysis of Financial Condition and Results of Operations and unaudited condensed consolidated financial statements and related notes thereto for the three and six months ended June 30, 2019, filed with the Commission on August 6, 2019, each of which is2020, incorporated by reference herein.
| | | As of June 30, 2019 | |
| | Actual | | | As adjusted | |
Cash and Cash Equivalents(1)(5) | | | | | | | | |
| | | | | | | | | |
| Current Debt: | | | | | | | | |
| | | | | | | | |
| Ultraco Debt Facility(3) | | | 21,679,587 | | | | 21,679,587 | |
| | | | | | | | | |
| | | | | | | | |
| Norwegian Bond Debt(2) | | | 179,151,901 | | | | 179,151,901 | |
| | | | | | | | |
| Unsecured Convertible Bonds(4) | | | — | | | | 112,000,000 | |
| | | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
| Stockholders’ Equity: | | | | | | | | |
| | | | | | | | |
| Additional Paid-In Capital | | | 896,064,585 | | | | 896,064,585 | |
| | | | | | | | |
| | | | | | | | | |
| Total Stockholders’ Equity | | | 475,438,158 | | | | 475,438,158 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total Capitalization: | | $ | 807,859,480 | | | $ | 919,859,480 | |
| | | | | | | | | |
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under one or more indentures, each dated as of a date on or prior to the issuance of the debt securities to which it relates. We may issue senior debt securities and subordinated debt securities pursuant to separate indentures, a senior indenture and a subordinated indenture, respectively, in each case between us and the trustee named in the indenture. These indentures will be filed either as exhibits to an amendment to this registration statement, or as an exhibit to an Exchange Act report that will be incorporated by reference to the registration statement or a prospectus supplement. We will refer to any or all of these reports as “subsequent filings.” The senior indenture and the subordinated indenture, as amended or supplemented from time to time, are sometimes referred to individually as an “indenture” and collectively as the “indentures.” Each indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended. The aggregate principal amount of debt securities which may be issued under each indenture will be unlimited and each indenture will contain the specific terms of any series of debt securities or provide that those terms must be set forth in or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series.
Certain of our subsidiaries may guarantee the debt securities we offer. Those guarantees may or may not be secured by liens, mortgages, and security interests in the assets of those subsidiaries. The terms and conditions of any such subsidiary guarantees, and a description of any such liens, mortgages or security interests, will be set forth in the prospectus supplement that will accompany this prospectus.
The following description of the terms of the debt securities sets forth certain general terms and provisions. The statements below are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the applicable indenture. The specific terms of any debt securities that we may offer, including any modifications of, or additions to, the general terms described below as well as any applicable material U.S. federal income tax considerations concerning the ownership of such debt securities will be described in the applicable prospectus supplement or supplemental indenture. Accordingly, for a complete description of the terms of a particular issue of debt securities, the general description of the debt securities set forth below should be read in conjunction with the applicable prospectus supplement and indenture, as amended or supplemented from time to time.
General
Neither indenture limits the amount of debt securities which may be issued, and each indenture provides that debt securities may be issued up to the aggregate principal amount from time to time. The debt securities may be issued in one or more series. The senior debt securities will be unsecured and will rank in parity with all of our other unsecured and unsubordinated indebtedness. Each series of subordinated debt securities will be unsecured and subordinated to all present and future senior indebtedness. Any such debt securities will be described in an accompanying prospectus supplement.
You should read the subsequent filings relating to the particular series of debt securities for the following terms of the offered debt securities:
the designation, aggregate principal amount and authorized denominations;
the issue price, expressed as a percentage of the aggregate principal amount;
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;
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;
any listing on any securities exchange or quotation system;
additional provisions, if any, related to defeasance and discharge of the offered debt securities; and
the applicability of any guarantees.
Unless otherwise indicated in subsequent filings with the Commission relating to the indenture, principal, premium and interest will be payable and the debt securities will be transferable at the corporate trust office of the applicable trustee. Unless other arrangements are made or set forth in subsequent filings or a supplemental indenture, principal, premium and interest will be paid by checks mailed to the holders at their registered addresses.
Unless otherwise indicated in subsequent filings with the Commission, the debt securities will be issued only in fully registered form without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with these debt securities.
Some or all of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below the stated principal amount. United States federal income consequences and other special considerations applicable to any discounted securities will be described in subsequent filings with the Commission relating to those securities.
We refer you to applicable subsequent filings with respect to any deletions or additions or modifications from the description contained in this prospectus.
Senior Debt
We may issue senior debt securities under a senior debt indenture. These senior debt securities would rank on an equal basis with all our other unsecured debt except subordinated debt.
Subordinated Debt
We may issue subordinated debt securities under a subordinated debt indenture. Subordinated debt would rank subordinate and junior in right of payment, to the extent set forth in the subordinated debt indenture, to all our senior debt (both secured and unsecured).
In general, the holders of all senior debt are first entitled to receive payment of the full amount unpaid on senior debt before the holders of any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events.
If we default in the payment of any principal of, or premium, if any, or interest on any senior debt when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise acquire the subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to us or our property, then all senior debt must be paid in full before any payment may be made to any holders of subordinated debt securities.
Furthermore, if we default in the payment of the principal of and accrued interest on any subordinated debt securities that is declared due and payable upon an event of default under the subordinated debt indenture, holders of all our senior debt will first be entitled to receive payment in full in cash before holders of such subordinated debt can receive any payments.
Senior debt means:
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 obligations representing the deferred purchase price of property; and
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
but senior debt does not include:
subordinated debt securities; or
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
Covenants
Any series of offered debt securities may have covenants in addition to or differing from those included in the applicable indenture which will be described in subsequent filings prepared in connection with the offering of such securities, limiting or restricting, among other things:
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
the 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;
our ability to enter into transactions with affiliates;
our ability to incur liens; and
sale and leaseback transactions.
Modification of the Indentures
Each indenture and the rights of the respective holders may be modified by us only with the consent of holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series under the respective indenture affected by the modification, taken together as a class. But no modification that:
| (1) | changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
| (2) | reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which 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;
|
| (3) | 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;
|
| (4) | waives 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 that series and a waiver of the payment default that resulted from such acceleration);
|
| (5) | makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
| (6) | makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or
|
| (7) | waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
|
will be effective against any holder without his consent. Other terms as specified in subsequent filings may be modified without the consent of the holders.
Events of Default
Each indenture defines an event of default for the debt securities of any series as being any one of the following events:
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) 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.
An event of default of one series of debt securities does not necessarily constitute an event of default with respect to any other series of debt securities.
There may be such other or different events of default as described in an applicable subsequent filing with respect to any class or series of offered debt securities.
In case an event of default occurs and continues for the debt securities of any series, the applicable trustee or the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding of that series may declare the principal and accrued but unpaid interest of the debt securities of that series to be due and payable. Any event of default for the debt securities of any series which has been cured may be waived by the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding.
Each indenture requires us to file annually after debt securities are issued under that indenture with the applicable trustee a written statement signed by two of our officers as to the absence of material defaults under the terms of that indenture. Each indenture provides that the applicable trustee may withhold notice to the holders of any default if it considers it in the interest of the holders to do so, except notice of a default in payment of principal, premium or interest.
Subject to the duties of the trustee in case an event of default occurs and continues, each indenture provides that the trustee is under no obligation to exercise any of its rights or powers under that indenture at the request, order or direction of holders unless the holders have offered to the trustee reasonable indemnity. Subject to these provisions for indemnification and the rights of the trustee, each indenture provides that the holders of a majority in principal amount of the debt securities of any series then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee as long as the exercise of that right does not conflict with any law or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with the option to be discharged from any and all obligations in respect of the debt securities issued thereunder upon the deposit with the trustee, in trust, of money or U.S. government obligations, or both, which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to pay any installment of principal, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of the payments in accordance with the terms of the debt securities and the indenture governing the debt securities. This right may only be exercised if, among other things, we have received from, or there has been published by, the United States Internal Revenue Service, or IRS, a ruling to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders. This discharge would not apply to our obligations to register the transfer or exchange of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and hold moneys for payment in trust.
Defeasance of Certain Covenants
The terms of the debt securities provide us with the right to omit complying with specified covenants and that specified events of default described in a subsequent filing will not apply. In order to exercise this right, we will be required to deposit with the trustee money or U.S. government obligations, or both, which through the payment of interest and principal will provide money in an amount sufficient to pay principal, premium, if any, and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of such payments in accordance with the terms of the debt securities and the indenture governing such debt securities. We will also be required to deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the IRS a ruling to the effect that the deposit and related covenant defeasance will not cause the holders of such series to recognize income, gain or loss for federal income tax purposes.
A subsequent filing may further describe the provisions, if any, of any particular series of offered debt securities permitting a discharge defeasance.
Subsidiary Guarantees
Each of our current subsidiaries, each a 100 percent directly or indirectly owned subsidiary (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. The guarantors are our sole subsidiaries, other than Anemi Maritime Services S.A., which is minor as understood by Rule 3-10(h) of Regulation S-X. The Company has no assets or operations independent of its subsidiaries.
The terms and conditions of the subsidiary guarantees offered for sale, if any, will be set forth in the applicable prospectus supplement. Unless we indicate differently in the applicable prospectus supplement, if any of our subsidiaries guarantee any of our debt securities that are subordinated to any of our senior indebtedness, then the subsidiary guarantees will be subordinated to the senior indebtedness of such subsidiary to the same extent as our debt securities are subordinated to our senior indebtedness.
Global Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depository identified in an applicable subsequent filing and registered in the name of the depository or a nominee for the depository. In such a case, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by the global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive certificated form, a global security may not be transferred except as a whole by the depository for the global security to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository or by the depository or any nominee to a successor depository for that series or a nominee of the successor depository and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will apply to depository arrangements for any portion of a series of debt securities to be represented by a global security. Any additional or different terms of the depository arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global security with or on behalf of the depository for the global security, the depository will credit, on its book-entry registration and transfer system, the principal amounts of the debt securities represented by that global security to the accounts of institutions that have accounts with the depository or its nominee. The accounts to be credited will be designated by the underwriters or agents engaging in the distribution of the debt securities or by us, if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to participating institutions or persons that may hold interest through such participating institutions. Ownership of beneficial interests by participating institutions in the global security will be shown on, and the transfer of the beneficial interests will be effected only through, records maintained by the depository for the global security or by its nominee. Ownership of beneficial interests in the global security by persons that hold through participating institutions will be shown on, and the transfer of the beneficial interests within the participating institutions will be effected only through, records maintained by those participating institutions. The laws of some jurisdictions may require that purchasers of securities take physical delivery of the securities in certificated form. The foregoing limitations and such laws may impair the ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the registered owner of that global security, the depository or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Unless otherwise specified in an applicable subsequent filing and except as specified below, owners of beneficial interests in the global security will not be entitled to have debt securities of the series represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities of the series in certificated form and will not be considered the holders thereof for any purposes under the indenture. Accordingly, each person owning a beneficial interest in the global security must rely on the procedures of the depository and, if such person is not a participating institution, on the procedures of the participating institution through which the person owns its interest, to exercise any rights of a holder under the indenture.
The depository may grant proxies and otherwise authorize participating institutions to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder is entitled to give or take under the applicable indenture. We understand that, under existing industry practices, if we request any action of holders or any owner of a beneficial interest in the global security desires to give any notice or take any action a holder is entitled to give or take under the applicable indenture, the depository would authorize the participating institutions to give the notice or take the action, and participating institutions would authorize beneficial owners owning through such participating institutions to give the notice or take the action or would otherwise act upon the instructions of beneficial owners owning through them.
Unless otherwise specified in applicable subsequent filings, payments of principal, premium and interest on debt securities represented by a global security registered in the name of a depository or its nominee will be made by us to the depository or its nominee, as the case may be, as the registered owner of the global security.
We expect that the depository for any debt securities represented by a global security, upon receipt of any payment of principal, premium or interest, will credit participating institutions’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depository. We also expect that payments by participating institutions to owners of beneficial interests in the global security held through those participating institutions will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in street names, and will be the responsibility of those participating institutions. None of us, the trustees or any agent of ours or the trustees will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to those beneficial interests.
Unless otherwise specified in the applicable subsequent filings, a global security of any series will be exchangeable for certificated debt securities of the same series only if:
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.
Upon any exchange, owners of beneficial interests in the global security or securities will be entitled to physical delivery of individual debt securities in certificated form of like tenor and terms equal in principal amount to their beneficial interests, and to have the debt securities in certificated form registered in the names of the beneficial owners, which names are expected to be provided by the depository’s relevant participating institutions to the applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository for the global securities of any series, the global securities will be issued as fully registered securities registered in the name of Cede & Co., DTC’s partnership nominee.
DTC is a member of the U.S. Federal Reserve System, a limited-purpose trust company under New York State banking law and a registered clearing agency with the Commission. Established in 1973, DTC was created to reduce costs and provide clearing and settlement efficiencies by immobilizing securities and making “book-entry” changes to ownership of the securities. DTC provides securities movements for the net settlements of the National Securities Clearing Corporation, or NSCC, and settlement for institutional trades (which typically involve money and securities transfers between custodian banks and broker/dealers), as well as money market instruments.
DTC is a subsidiary of The Depository Trust & Clearing Company, or DTCC. DTCC is a holding company established in 1999 to combine DTC and NSCC. DTCC, through its subsidiaries, provides clearing, settlement and information services for equities, corporate and municipal bonds, government and mortgage backed securities, money market instruments and over the-counter derivatives. In addition, DTCC is a leading processor of mutual funds and insurance transactions, linking funds and carriers with their distribution networks. DTCC’s customer base extends to thousands of companies within the global financial services industry. DTCC serves brokers, dealers, institutional investors, banks, trust companies, mutual fund companies, insurance carriers, hedge funds and other financial intermediaries – either directly or through correspondent relationships.
DTCC is industry-owned by its customers who are members of the financial community, such as banks, broker/dealers, mutual funds and other financial institutions. DTCC operates on an at-cost basis, returning excess revenue from transaction fees to its member firms. All services provided by DTC are regulated by the Commission.
The 2014 DTCC Board of Directors is composed of 19 directors serving one-year terms. Thirteen directors are representatives of clearing agency participants, including international broker/dealers, custodian and clearing banks, and investment institutions; of these, two directors are designated by DTCC’s preferred shareholders, which are NYSE Euronext and FINRA. Three directors are from non-participants. The remaining three are the chairman and chief executive officer, president, and chief operating officer of DTCC. All of the Board members except those designated by the preferred shareholders are elected annually.
To facilitate subsequent transfers, the debt securities may be registered in the name of DTC’s nominee, Cede & Co. The deposit of the debt securities with DTC and their registration in the name of Cede & Co. will effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the debt securities. DTC’s records reflect only the identity of the direct participating institutions to whose accounts debt securities are credited, which may or may not be the beneficial owners. The participating institutions remain responsible for keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participating institutions, by direct participating institutions to indirect participating institutions, and by direct participating institutions and indirect participating institutions to beneficial owners of debt securities are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect.
Neither DTC nor Cede & Co. consents or votes with respect to the debt securities. Under its usual procedures, DTC mails a proxy to the issuer as soon as possible after the record date. The proxy assigns Cede & Co.’s consenting or voting rights to those direct participating institution to whose accounts the debt securities are credited on the record date.
If applicable, redemption notices shall be sent to Cede & Co. If less than all of the debt securities of a series represented by global securities are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participating institutions in that issue to be redeemed.
To the extent that any debt securities provide for repayment or repurchase at the option of the holders thereof, a beneficial owner shall give notice of any option to elect to have its interest in the global security repaid by us, through its participating institution, to the applicable trustee, and shall effect delivery of the interest in a global security by causing the direct participating institution to transfer the direct participating institution’s interest in the global security or securities representing the interest, on DTC’s records, to the applicable trustee. The requirement for physical delivery of debt securities in connection with a demand for repayment or repurchase will be deemed satisfied when the ownership rights in the global security or securities representing the debt securities are transferred by direct participating institutions on DTC’s records.
DTC may discontinue providing its services as securities depository for the debt securities at any time. Under such circumstances, in the event that a successor securities depository is not appointed, debt security certificates are required to be printed and delivered as described above.
We may decide to discontinue use of the system of book-entry transfers through the securities depository. In that event, debt security certificates will be printed and delivered as described above.
DESCRIPTION OF WARRANTS
General
We may issue warrants to purchase our equity securities or securities of third parties 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. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
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.
Existing Warrants to be Offered by the Selling Shareholders
The Company issued the Existing Warrants, pursuant to the terms of that certain Warrant Agreement, dated as of October 15, 2014, or the Warrant Agreement, by and among the Company and Computershare Inc., a Delaware corporation, or Computershare, and its wholly owned subsidiary Computershare Trust Company N.A., a federally chartered trust company, or, together with Computershare, the Warrant Agent. Each Existing Warrant has a 7-year term (commencing on October 15, 2014) and was originally exercisable for one share of common stock (subject to adjustment as set forth in the Warrant Agreement and dilution by the Management Incentive Program). The Existing Warrants were originally exercisable at an exercise price of $27.82 per share (subject to adjustment as set forth in the Warrant Agreement). On August 5, 2016, the Company completed a 1 for 20 reverse stock split, or the Reverse Stock Split, of its issued and outstanding shares of common stock. Therefore, following the Reverse Stock Split, each Existing Warrant is exercisable for one-twentieth of a share of common stock at an exercise price of $556.40 per share. The Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.
This description of the Existing Warrants is qualified in its entirety by reference to the Form of Specimen Warrant Certificate and Warrant Agreement, each of which is filed as an exhibit to the registration statement of which this prospectus forms a part.
No Rights as Shareholders
Holders of warrants (including the Existing Warrants), as such, will not be entitled to vote, to consent, to receive dividends or to receive notice as shareholders with respect to any meeting of shareholders, or to exercise any rights whatsoever as our shareholders.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement; or
If purchase contracts are offered, the prospectus supplement will specify the material terms of the purchase contracts. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities or currencies and any acceleration, cancellation or termination provisions, provisions relating to U.S. federal income tax considerations, if any, or other provisions relating to the settlement of a purchase contract.
DESCRIPTION OF RIGHTS
We may issue rights to purchase our equity securities. These rights may be issued independently or together with any other security offered by this prospectus and may or may not be transferable by the shareholder receiving the rights in the rights offering. In connection with any rights offering, we may enter into a standby underwriting agreement with one or more underwriters pursuant to which the underwriter will purchase any securities that remain unsubscribed for upon completion of the rights offering.
The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including, where applicable, the following:
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 description in the applicable prospectus supplement of any rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable rights certificate or rights agreement, which will be filed with the Commission if we offer rights. For more information on how you can obtain copies of any rights certificate or rights agreement if we offer rights, see “Where You Can Find Additional Information” of this prospectus. We urge you to read the applicable rights certificate, the applicable rights agreement and any applicable prospectus supplement in their entirety.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of one or more rights, purchase contracts, warrants, preferred stock, common stock or any combination of such securities. The applicable prospectus supplement will describe:
the terms of the units and of the rights, purchase contracts, warrants, preferred stock and common stock 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.
The table below lists the selling shareholders and other information regarding the beneficial ownership of our common stock by each of the selling shareholders, based on 76,738,52713,459,865 shares of common stock outstanding as of the date of this prospectus.August 5, 2021. We have prepared the table and the related notes based on information supplied to us by the selling shareholders, any Schedules 13D or 13G and other public documents filed with the Commission.shareholders. We have not sought to verify such information. The table assumes the sale of all of the shares of our common stock (including any Warrant Shares) and Existing Warrants offered by the selling shareholders in this offering. Additionally, some or all of the selling shareholders may have sold or transferred some or all of the securities listed below in exempt or non-exempt transactions since the date on which the information was provided to us. Other information about the selling shareholders may change over time, as it is possible that the selling shareholders may acquire or dispose of Existing Warrants or shares of our common stock from time to time after the date of this prospectus. Changes in such information will be set forth in prospectus supplements to the extent required. On October 15, 2014, we entered into the Warrant Agreement pursuant to which the Existing Warrants were issued and on May 13, 2016, we entered into the A&R Registration Rights Agreement and certain related agreements with Oaktree Capital Management, L.P. and GoldenTree Asset Management LP (and their respective affiliates).
The term “selling shareholder” includes the shareholders listed below and their respective transferees, assignees, pledgees, donees and other successors. Following the effectiveness of this registration statement, the 3,582,880 Replacement Borrowed Shares that were issued to JCS on August 8, 2019 are expected to be allocated to certain holders of our convertible notes on a pro rata basis based on their ownership of our convertible notes or under any other method as determined by us and/or Jefferies in our or its sole discretion. However, we cannot be certain of the identities of every such holder at this time. The identity of any selling shareholder, including any material relationship between us, our affiliates or predecessors, and a selling shareholder within the last three years, the number of shares of our common stock held by a selling shareholder before and after the offering, the number of shares of common stock to be offered by a selling shareholder, the percentage of our shares of common stock held by a selling shareholder before and after the offering, and the price and terms upon which our shares of common stock are to be sold by a selling shareholder may to the extent not included herein be set forth in a prospectus supplement to this prospectus.
Selling shareholders not included in the table below may not sell any shares of our common stock pursuant to this prospectus until we have identified the selling shareholder and the shares being offered for resale by the selling shareholder herein (including in any amendment hereto) or in a subsequent prospectus supplement. Selling shareholders may also sell or transfer all or a portion of their shares of our common stock pursuant to any available exemption from the registration requirements of the Securities Act.
Any prospectus supplement may add, substitute or change information contained in this prospectus, including the identity of such selling shareholders. See “Use of Proceeds” and “Plan of Distribution.”
We will bear all costs, expenses and fees in connection with the registration of shares of our common stock, Existing Warrants and Warrant Shares to be sold by the selling shareholders.stock. The selling shareholders will bear all commissions and discounts, if any, attributable to their respective sales of shares.
Selling Shareholder(1) | | Number of shares beneficially owned prior to this offering | | | Number of shares offered | | | Number of warrants offered | | | Shares underlying warrants being offered | | | Shares beneficially owned after giving effect to this offering | |
| | | Number | | | Percentage | | | | | | | | | | | | Number | | | Percentage | |
Oaktree Capital Management, L.P.(2) | | | 29,544,503 | | | | 38.5 | % | | | 29,544,139 | | | | 7,280 | | | | 364 | | | | 0 | | | | 0 | % |
GoldenTree Asset Management LP(3) | | | 14,089,271 | | | | 18.4 | % | | | 14,089,098 | | | | 3,468 | | | | 173 | | | | 0 | | | | 0 | % |
Linden Capital L.P.(4) | | | 1,188,372 | | | | 1.5 | % | | | 1,188,372 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 | % |
Graham Credit Opportunities Ltd.(5) | | | 37,247 |
| | | 0.05 | % | | | 37,247 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 | % |
Graham Marco Strategic Ltd.(6) | | | 535,777 |
| | | 0.7 | % | | | 535,777 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 | % |
QVT Family Office Fund LP(7) | | | 371,163 |
| | | 0.5 | % | | | 371,163 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 | % |
Quantum Partners LP(8) | | | 1,302,194 |
| | | 1.7 | % | | | 1,302,194 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 | % |
Palindrome Master Fund LP(9) | | | 65,247 |
| | | 0.09 | % | | | 65,247 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 | % |
| | | | | | | | | | | | | | | | | | | | |
| Selling Shareholder(1) | | Number of shares beneficially owned prior to this offering | | | Number of shares offered | | | Shares beneficially owned after giving effect to this offering | |
| | | Number | | | Percentage | | | | | | Number | | | Percentage | |
GoldenTree Asset Management LP (2) | | | 1,091,248 | | | | 8.1 | % | | | 1,091,160 | | | | 88 | | | | * | |
| (1) | Also includes any sale of the Existing Warrants and the underlying common stock by pledgees, donees, transferees or other successors in interest that receive such securities by pledge, gift, distribution or other non-sale related transfer from the named selling shareholders after the effective date of the registration statement of which this prospectus forms a part. The information concerning the selling shareholders may change from time to time, and any changes and the names of any transferees, pledgees, donees, and other successors in interest will be set forth in supplements to this prospectus to the extent required. |
| (2) | Based on information providedPrior to us, the securities to which this filing relates are owned directly by OCM Opps EB Holdings, Ltd. (“EB Holdings”). The securities may also be deemed to be beneficially owned by Oaktree Capitaloffering, entities affiliated with GoldenTree Asset Management L.P. (“OCM”LP (the “Advisor”), solely as the sole director held 1,091,248 shares of EB Holdings, Oaktree Holdings, Inc. (“Holdings”), solely as the general partnerCommon Stock, comprised of OCM, Oaktree Capital Group, LLC (“OCG”), solely as the sole shareholder of Holdings, and Oaktree Capital Group Holdings GP, LLC (“OCGH” and, together with EB Holdings, OCM, Holdings and OCG, the “Oaktree Reporting Persons”), solely as the duly elected manager of OCG. The members of OCGH are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH, may be deemed to share voting and dispositive power with respect to the(i) 96,925 shares of common stock held by EB Holdings. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of anyGoldenTree Distressed Fund 2014 LP (“GDF”), (ii) 603,445 shares of common stock beneficially or of record ownedheld by the Oaktree Reporting Persons, except to the extent of any pecuniary interest therein. The address of the beneficial owners is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Shares listed consist of (i) 29,544,139GoldenTree Distressed |
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*By:
| /s/ Frank De Costanzo
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| Frank De Costanzo
Attorney-in-Fact
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Shipping Inc., has signed this registration statement in the City of Stamford, State of Connecticut, on September 16, 2019.August 19, 2021.
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| EAGLE BULK (DELAWARE) LLC |
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| By: | |
| By: Eagle Bulk Shipping LLC, its Sole Member |
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| By: | /s/ Frank De Costanzo |
| | Name: Frank De Costanzo |
| | Title: Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| AVOCET SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Avocet Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| BITTERN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Bittern Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| CANARY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Canary Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| CAPE TOWN EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
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| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Cape Town Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| CARDINAL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Cardinal Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| CRANE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Crane Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| CRESTED EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Crested Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| CROWNED EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Crowned Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK DYNACO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Dynaco LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK EUROPE GMBH
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Europe GmbH, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK HOLDCO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Holdco LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK MANAGEMENT LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Management LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK PTE. LTD.
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Pte. Ltd., has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK SHIPCO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Shipco LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE BULK ULTRACO LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Ultraco LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE MANAGEMENT CONSULTANTS LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Management Consultants LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE SHIP MANAGEMENT LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EAGLE SHIPPING INTERNATIONAL (USA) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Shipping International (USA) LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| EGRET SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Egret Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| FAIRFIELD EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Fairfield Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| GANNET SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Gannet Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| GOLDEN EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Golden Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| GOLDENEYE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Goldeneye Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| GREBE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Grebe Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| GREENWICH EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Greenwich Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| GROTON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Groton Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| HAMBURG EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Hamburg Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| HARRIER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Harrier Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| HAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Hawk Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| IBIS SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Ibis Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| IMPERIAL EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Imperial Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| JAEGER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Jaeger Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| JAY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Jay Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| KESTREL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Kestrel Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| KINGFISHER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Kingfisher Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| KITTIWAKE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Kittiwake Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| MADISON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Madison Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| MARTIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Martin Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| MYSTIC EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Mystic Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| NEW LONDON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of New London Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| NIGHTHAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Nighthawk Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| ORIOLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Oriole Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| OSPREY SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Osprey Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| OWL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Owl Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| PETREL SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Petrel Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| PUFFIN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Puffin Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| ROADRUNNER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Roadrunner Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| ROWAYTON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Rowayton Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| SANDPIPER SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Sandpiper Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| SHRIKE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Shrike Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| SINGAPORE EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Singapore Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| SKUA SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Skua Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| SOUTHPORT EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Southport Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| SPARROW SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Sparrow Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| STAMFORD EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Stamford Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| STELLAR EAGLE SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Stellar Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| STONINGTON EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Stonington Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| TERN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Tern Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| WESTPORT EAGLE LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Westport Eagle LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| WOODSTAR SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Woodstar Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 16, 2019.
| WREN SHIPPING LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Wren Shipping LLC, has signed this registration statement in the City of New York, State of New York, on September 16, 2019.
| EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
|
| |
| |
| By: | /s/ Frank De Costanzo |
| Name: | Frank De Costanzo |
| Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit
No.
| | Description of Exhibit |
2.1 | | |
| | |
2.2 | | |
| | |
4.1 | | |
| | |
4.2 | | |
| | |
4.3 | | |
| | |
4.4 | | Form of Specimen Preferred Stock Certificate. * |
| | |
4.5 | | Form of Warrant Agreement. * |
| | |
4.6 | | |
| | |
4.7 | | |
| | |
4.8 | | Form of Purchase Agreement. * |
| | |
4.9 | | Form of Purchase Agreement Certificate. * |
| | |
4.10 | | Form of Rights Agreement. * |
| | |
4.11 | | Form of Unit Agreement. * |
| | |
4.12 | | |
| | |
4.13 | | |
| | |
4.14 | | |
| | |
* To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference into this registration statement.
** Filed herewith.
*** Previously filed.
