Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 6, 2018 (November 6, 2018)
 
 
Eagle Bulk Shipping Inc.
(Exact name of registrant as specified in its charter)
 
Republic of the Marshall Islands
001-33831
98-0453513
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS employer identification no.)
 
 
 
 
300 First Stamford Place,
5th Floor
Stamford, CT 06902
 
(Address of principal executive offices, including zip code)
 
(Registrant's telephone number, including area code): (203) 276-8100
 

(Former Name or Former Address, if Changed Since Last Report): None
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 





Item 7.01.    Regulation FD Disclosure.

On November 6, 2018, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”), issued a press release announcing the approval of an amendment to the those certain bond terms, dated November 22, 2017 (the “Bond Terms”), by and between Eagle Bulk Shipco LLC (“Shipco”), a wholly-owned subsidiary of the Company, as issuer, and Nordic Trustee AS, as trustee, which govern Shipco’s 8.250% Senior Secured Bonds 2017/2022 (“Bonds”). Pursuant to the Bond Terms, the amendments required the support from holders of at least 2/3 of the Bonds represented at the meeting. On November 6, 2018, 85.36% of the attending holders voted in favor of the amendments at a meeting having the requisite quorum under the Bond Terms. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 7.01 or the exhibit attached hereto.

Cautionary Statement Regarding Forward-Looking Statements
 
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of 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 the timing of delivery of the Vessels as indicated above. 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 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. If the Company updates one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.





Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
 
Description
 
 
 
99.1
 
 
 
 





  
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
EAGLE BULK SHIPPING INC.
 
(registrant)
 
 
 
 
 
 
Dated: November 6, 2018
By:
/s/ Frank De Costanzo
 
Name:
Frank De Costanzo
 
Title:
Chief Financial Officer