| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On June 29, 2021, Eagle Bulk Shipping Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain funds and separate accounts managed by GoldenTree Asset Management LP (the “Selling Shareholders”) and Morgan Stanley & Co. LLC, as the sole underwriter (the “Underwriter”), pursuant to which the Selling Shareholders agreed to sell 1,695,182 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), to the Underwriter (the “Initial Securities”), at a price to the public of $46.50 per share. Pursuant to the Underwriting Agreement, the Selling Shareholders granted the Underwriter a 30-day option to purchase up to an aggregate of 254,277 additional shares of Common Stock (the “Option Securities”), which option was exercised in full on June 30, 2021. The offering with respect to the Initial Securities and the Option Securities (collectively, the “Offering”) is expected to close on July 2, 2021. The Company did not receive any of the proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Shareholders and other customary obligations of the parties and termination provisions. The Company and the Selling Shareholders, in each case severally and not jointly, have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make because of any such liabilities.
Under the Underwriting Agreement, the Company, its executive officers and directors, the Selling Shareholders and certain other shareholders have also agreed, subject to certain exceptions, to certain customary lock-ups with respect to the Common Stock and securities convertible into or exchangeable or exercisable for any shares of Common Stock for a period of 45 days from the date of the final prospectus supplement.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-233208), filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2019, as amended and supplemented.
The foregoing descriptions of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
On June 29, 2021, the Company issued a press release announcing the launch of the Offering. A copy of such press release is attached as Exhibit 99.1 and is incorporated by reference. On June 29, 2021, the Company also issued a press release announcing the upsize and pricing of the Offering. A copy of such press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Forward-Looking Statements
Matters discussed in this Current Report on Form 8-K may constitute forward-looking statements. Forward-looking statements reflect management’s current expectations and observations with respect to future events and financial performance. Where the Company expresses 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, the Company’s forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company’s financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company’s filings with the SEC. The Company disclaims 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.
