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What changed in Star Bulk Carriers Corp.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of Star Bulk Carriers Corp.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+726 added−644 removedSource: 20-F (2024-03-13) vs 20-F (2022-12-31)

Top changes in Star Bulk Carriers Corp.'s 2023 20-F

726 paragraphs added · 644 removed · 510 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

103 edited+80 added−34 removed154 unchanged
Biggest changeRisk Factors Risk Factor Summary Risks Related to Our Industry · Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factors outside of our control; · Our financial results and operations may be adversely affected by the ongoing COVID-19 pandemic, and related governmental responses thereto; · Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition; · An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, results of operations and financial condition; · A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale; · We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business; · Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts; 6 Table of Contents · Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks; · Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business; · The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow; · If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union (“EU”), the United Nations (“UN”), or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares; · Fuel, or bunker, prices and marine fuel availability may adversely affect our profits; · The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us; · Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow; · Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings; · Failure to comply with the U.S.
Biggest changeRisk Factors Risk Factor Summary Risks Related to Our Industry · Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factors outside of our control; · Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition; · A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale; · We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business; · The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow; · If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union (“EU”), the United Nations (“UN”) or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares; 6 Table of Contents · Fuel or bunker prices and marine fuel availability have adversely affected our profitability and may adversely affect our profitability in the future; · Failure to comply with the U.S.
For example, due to such increasing pressures from the Market Participants to prioritize sustainable energy practices, reduce our carbon footprint, and promote sustainability, we may be required to implement more stringent ESG procedures or standards so that our existing and future Market Participants remain invested in us, make further investments in us and continue chartering our vessels.
For example, due to such increasing pressures from Market Participants to prioritize sustainable energy practices, reduce our carbon footprint, and promote sustainability, we may be required to implement more stringent ESG procedures or standards so that our existing and future Market Participants remain invested in us, make further investments in us and continue chartering our vessels.
Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions or us, such developments could adversely affect our business, operating results and financial condition.
Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the conflicts between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions or us, such developments could adversely affect our business, operating results and financial condition.
In addition, our outstanding debt agreements impose on us certain operating and financial restrictions and require us or our subsidiaries to maintain various financial ratios. See “Item 5. Operating and Financial Review and Prospects - Liquidity and Capital Resources - Senior Secured Credit Facilities - Credit Facility Covenants” for further details.
In addition, our outstanding debt agreements impose on us certain operating and financial restrictions and require us or our subsidiaries to maintain various financial ratios. See “Item 5. Operating and Financial Review and Prospects –– B. Liquidity and Capital Resources –– Senior Secured Credit Facilities –– Credit Facility Covenants” for further details.
We are incorporated under the laws of the Republic of the Marshall Islands and certain of our subsidiaries are also incorporated under the laws of the Republic of the Marshall Islands, Liberia, British Virgin Islands , Cyprus, Malta, Singapore and Germany, and we conduct operations in countries around the world. The Marshall Islands has passed an act implementing the U.N.
We are incorporated under the laws of the Republic of the Marshall Islands and certain of our subsidiaries are also incorporated under the laws of the Republic of the Marshall Islands, Liberia, British Virgin Islands , Cyprus, Singapore and Germany, and we conduct operations in countries around the world. The Marshall Islands has passed an act implementing the U.N.
Should additional medium-term measures be adopted and come into force, including market based measures to put a price on carbon, we may need to incur additional capital expenditures to comply with the relevant GHG emission regulations.
Should additional medium-term measures be adopted and come into force, including market-based measures to put a price on carbon emissions, we may need to incur additional capital expenditures to comply with the relevant GHG emission regulations.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition. 12 Table of Contents We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition. 11 Table of Contents We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business.
In order to manage our exposure to interest rate fluctuations under LIBOR or SOFR, we have and may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements.
In order to manage our exposure to interest rate fluctuations under SOFR, we have and may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements.
While IMO has set specific targets for 2030 and 2050 within the scope of its GHG strategy, currently only short-term measures have been adopted thus far, which we do not believe at this time will require material capital expenditures.
While IMO has set specific targets for 2030 and 2050 within the scope of its GHG emissions reduction strategy, currently only short-term measures have been adopted thus far, which we do not believe at this time will require material capital expenditures.
Growing concern about the sources and impacts of global climate change has led to the proposal or enactment of a number of domestic and foreign legislative and administrative measures, as well as international agreements and frameworks, to monitor, regulate and limit carbon dioxide and other greenhouse gases (“GHG”) emissions.
Growing concern about the sources and impacts of global climate change has led to the proposal or enactment of a number of domestic and foreign legislative and administrative measures, as well as international agreements and frameworks, to monitor, regulate and limit carbon dioxide and other greenhouse gas (“GHG”) emissions.
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium. 25 Table of Contents
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium. 29 Table of Contents
From time to time on charterers’ instructions, our vessels have called and may again call at ports located in countries subject to sanctions and embargoes imposed by the United States, the European Union, the United Nations and other governments and their agencies, including ports in Iran, Syria and Sudan.
From time to time on charterers’ instructions, our vessels have called and may again call at ports located in countries subject to sanctions and embargoes imposed by the United States, the European Union, the United Nations and other governments and their agencies, including ports in Iran .
However, if we do not adapt to or comply with such evolving expectations and standards, or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, and/or stock price could be materially and adversely affected.
However, if we do not adapt to or comply with such evolving expectations and standards, or are perceived to have failed to respond appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, and/or stock price could be materially and adversely affected.
Changes in the economic conditions of China, and policies adopted by the government to regulate its economy, including with regards to COVID-19, tax matters and environmental concerns (such as achieving carbon neutrality) and their implementation by local authorities could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo dry docking at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition.
Changes in the economic conditions of China, and policies adopted by the government to regulate its economy, tax matters and environmental concerns (such as achieving carbon neutrality) and their implementation by local authorities could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo dry docking at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition.
Acts of piracy have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea and the Gulf of Aden. Piracy continues to occur in the Gulf of Aden, off the coast of Somalia, and increasingly in the Gulf of Guinea.
Acts of piracy and attacks have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea, the Gulf of Aden and the Red Sea. Piracy continues to occur in the Gulf of Aden, off the coast of Somalia, and increasingly in the Gulf of Guinea.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, financial condition, cash flows, results of operations and our ability to pay dividends. The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, financial condition, cash flows, results of operations and our ability to pay dividends. 13 Table of Contents The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and time- and attention-consuming for our senior management. Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and time- and attention-consuming for our senior management. Because we collect almost all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.
Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors or officers. We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law.
Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors or officers. 27 Table of Contents We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law.
Such increased attention and activism related to ESG and similar matters (such as climate change) may hinder access to capital, as the Market Participants may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices, and may also affect the commercial tradability of our vessels should our vessels not comply with charterers’ ESG requirements.
Such increased attention and activism related to ESG and similar matters (such as climate change) may hinder access to capital, as Market Participants may decide to reallocate capital or to decline to commit capital as a result of their assessment of a company’s ESG practices, and may also affect the commercial tradability of our vessels should our vessels fail to comply with charterers’ ESG requirements.
As a result, such circumstances may entail real or apparent conflicts of interest with respect to matters affecting both us and Oaktree, whose interests, in some circumstances, may be adverse to ours. 21 Table of Contents Members of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest.
As a result, such circumstances may entail real or apparent conflicts of interest with respect to matters affecting both us and Oaktree, whose interests, in some circumstances, may be adverse to ours. Members of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest.
Business Overview - Our Fleet.” As a result, we may experience a material, adverse effect on our financial condition and results of operations due to any of the foregoing changes. 15 Table of Contents The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Business Overview - Our Fleet.” As a result, we may experience a material, adverse effect on our financial condition and results of operations due to any of the foregoing changes. The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Our payment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition. We depend upon third party and/or affiliated managers to provide the technical management of our fleet.
Our payment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition. 19 Table of Contents We depend upon third-party and/or affiliated managers to provide the technical management of our fleet.
If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. 16 Table of Contents Our operating results are subject to seasonal fluctuations.
If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. Our operating results are subject to seasonal fluctuations.
We intend to issue additional common shares in the future. Our shareholders may incur dilution from any future equity offering and upon the issuance of additional common shares pursuant to our equity incentive plans. We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.
We intend to issue additional common shares in the future. Our shareholders may incur dilution from any future equity offering and upon the issuance of additional common shares pursuant to our equity incentive plans. 28 Table of Contents We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.
Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more intense weather events. For additional information see “Item 4.
Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more intense weather events. For additional information see “Item 4. Information on the Company –– B.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues. Failure to comply with the U.S.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues. 15 Table of Contents Failure to comply with the U.S.
Information on the Company - Business Overview - Environmental and Other Regulations in the Shipping Industry”. 13 Table of Contents Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks.
Business Overview –– Environmental and Other Regulations in the Shipping Industry”. 12 Table of Contents Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks.
In addition, the members of the Board of Directors (“Board of Directors”) nominated by Oaktree will have fiduciary duties to us and in addition may have duties to Oaktree.
In addition, the member of the Board of Directors (“Board of Directors”) nominated by Oaktree will have fiduciary duties to us and in addition may have duties to Oaktree.
At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time. 18 Table of Contents We are subject to certain risks with respect to our counterparties on contracts.
At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time. We are subject to certain risks with respect to our counterparties on contracts.
The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing military conflict between Russia and Ukraine), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing conflicts between Russia and Ukraine and between Israel and Hamas), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
However, these measures and technology may not adequately prevent security breaches which are constantly evolving and have become increasing sophisticated.
However, these measures and technology may not adequately prevent security breaches which are constantly evolving and have become increasingly sophisticated.
Our operations are subject to numerous international, national, state and local laws, regulations, treaties and conventions in force in international waters and the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. See “Item 4.
Our operations are subject to numerous international, national, state and local laws, regulations, treaties and conventions in force in international waters and the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. See “Item 4. Information on the Company –– B.
In general, when dividends are paid, they are distributed from our operating surplus, in amounts that allow us to retain a portion of our cash flows to fund vessel or fleet acquisitions and for debt repayment and other corporate purposes, as determined by our management and Board of Directors.
In general, when dividends are paid, they are distributed from our operating surplus, in amounts that allow us to retain a portion of our cash flows to fund vessel or fleet acquisitions and for debt repayment and other corporate purposes, as determined by our management and Board of Directors. See “Item 8. Financial Information –– A.
We have had and may continue to have increased expenses due to incremental fuel consumption and days in which our vessels are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage.
We have had increased expenses due to incremental fuel consumption and days in which our vessels were unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage.
We generate all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of our ship operating and administrative expenses are denominated in currencies other than U.S. dollars.
We collect almost all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of our ship operating and administrative expenses are denominated in currencies other than U.S. dollars.
Since we charter our vessels principally in the spot market, our revenues from our dry bulk carriers may be weaker during the fiscal quarters ended March 31 and June 30, and stronger during the fiscal quarters ended September 30 and December 31. Acts of piracy on ocean-going vessels could adversely affect our business.
Since we charter our vessels principally in the spot market, our revenues from our dry bulk carriers are historically weaker during the fiscal quarters ended March 31 and June 30, and stronger during the fiscal quarters ended September 30 and December 31. Acts of piracy and attacks on ocean-going vessels could adversely affect our business.
Risks Related to Taxation · A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations; and · The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders.
Risks Related to Taxation · A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations; and · The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders. 7 Table of Contents Risks Related to Our Relationships with Mr.
We have incurred and may in the future again incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment.
We have incurred additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment.
As a “foreign private issuer” (as defined in Rule 3b-4 of the Exchange Act), or FPI, we may follow the laws of the Republic of the Marshall Islands, our home country, with respect to the foregoing requirements.
As a “foreign private issuer” as defined in Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or FPI, we may follow the laws of the Republic of the Marshall Islands, our home country, with respect to the foregoing requirements.
Major Shareholders.” Furthermore pursuant to our two currently effective, At-the-Market offering programs, we may offer and sell a number of our common shares, having an aggregate offering price of up to $150 million at any time and from time to time. As of December 31, 2022, cumulative gross proceeds under our At-the-Market offering programs were $20.2 million.
Major Shareholders.” Furthermore, pursuant to our two currently effective, At-the-Market offering programs, we may offer and sell a number of our common shares, having an aggregate offering price of up to $150.0 million at any time and from time to time. As of December 31, 2023, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million.
Following a multilateral agreement among Russia, Ukraine, Turkey and the United Nations to resume grain exports from the Black Sea regions, we succeeded in safely navigating the Star Helena and the Star Laura out of Ukraine in August 2022, and the two said vessels are now normally trading.
Following a multilateral agreement among Russia, Ukraine, Turkey and the United Nations to resume grain exports from the Black Sea regions, we succeeded in safely navigating the Star Helena and the Star Laura out of Ukraine in August 2022 when the two said vessels returned to normal trading.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, shareholder litigation, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, property casualty claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business.
These matters may include, among other things, contract disputes, shareholder litigation, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, property casualty claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business.
As a result, in 2020, 2021 and 2022, we experienced and may continue to experience disruptions to our normal vessel operations caused by increased deviation time associated with positioning our vessels to countries in which we can undertake a crew rotation in compliance with such measures.
In 2021 and 2022, we experienced disruptions to our normal vessel operations caused by increased deviation time associated with positioning our vessels to countries in which we can undertake a crew rotation in compliance with such measures.
We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends. Crew costs could also increase in such circumstances.
We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.
While we have installed scrubbers on 120 vessels out of the 128 vessels in our fleet pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgrade or replace vessels as a result of new climate GHG related rules and regulations.
While we have installed scrubbers on 108 vessels out of the 112 vessels in our fleet, as of the date of this annual report, pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgrade or replace vessels as a result of new climate- or GHG- related rules and regulations.
In 2020, 2021 and 2022, delays in crew rotations have also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on board and may continue to do so.
In 2021, 2022 and part of 2023, delays in crew rotations had also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on board and may continue to do so.
Information on the Company - Business Overview - Environmental and Other Regulations in the Shipping Industry” for further details.
Business Overview –– Environmental and Other Regulations in the Shipping Industry” for further details.
If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material adverse effect on our business, results of operations and financial condition.
If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material adverse effect on our business, results of operations and financial condition. 17 Table of Contents An increase in the Secured Overnight Finance Rate could affect our earnings and cash flow.
Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition. We may have difficulty managing our planned growth properly. Historically, we have grown through acquisitions and building newbuilding vessels. One of our strategies is to continue expanding our operations and fleet.
Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition. 20 Table of Contents We may have difficulty managing our planned growth properly. Historically, we have grown through acquisitions and building newbuilding vessels.
Fuel, or bunker, prices and marine fuel availability may adversely affect our profits. Since we expect to primarily employ our vessels in the spot market, we expect that vessel fuel, known as bunkers, will be one of the largest single expense items in our shipping operations for our vessels.
Since we expect to primarily employ our vessels in the spot market, we expect that vessel fuel, known as bunkers, will be one of the largest single expense items in our shipping operations for our vessels. Changes in fuel prices have adversely affected our profitability and may adversely affect our profitability in the future.
Factors that influence the demand for dry bulk vessel capacity include: supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts and terrorist activities; natural disasters and weather; pandemics, such as the COVID-19 pandemic; embargoes and strikes; 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; and currency exchange rates.
Factors that influence the demand for dry bulk vessel capacity include: 8 Table of Contents supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts such as the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the recent Houthi seizures and attacks on vessels traveling through the Red Sea and the Gulf of Aden and terrorist activities; natural disasters and weather; pandemics; embargoes and strikes; 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; and currency exchange rates.
We conduct a substantial portion of our business in China or with Chinese counter parties. A decrease in the level of imports to and exports from China could adversely affect our business, results of operations and financial condition.
In addition, a number of our newbuilding vessels are being built at Chinese shipyards. We conduct a substantial portion of our business in China or with Chinese counter parties. A decrease in the level of imports to and exports from China could adversely affect our business, results of operations and financial condition.
Since the beginning of calendar year 2020, the COVID-19 pandemic and variants that have emerged have resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines, and other emergency public health measures such as lockdown measures.
In 2020, the initial outbreak of COVID-19 resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines, and other emergency public health measures such as lockdown measures.
There can be no assurance, however, that we would become a debtor in the United States or that a United States bankruptcy court would be entitled to, or accept, jurisdiction over such bankruptcy case or that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction. 24 Table of Contents Future sales of our common shares could cause the market price of our common shares to decline.
There can be no assurance, however, that we would become a debtor in the United States or that a United States bankruptcy court would be entitled to, or accept, jurisdiction over such bankruptcy case or that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. Our ability to satisfy our financial obligations and to make dividend payments in the future depends on our subsidiaries and their ability to distribute funds to us.
We have no significant assets other than the equity interests in our subsidiaries. Our ability to satisfy our financial obligations and to make dividend payments in the future depends on our subsidiaries and their ability to distribute funds to us.
In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 21 Table of Contents Risks Related to the Eagle Merger The completion of the Eagle Merger is subject to a number of conditions and the Eagle Merger Agreement may be terminated in accordance with its terms.
The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from LIBOR to SOFR. For additional information, see “Item 5.
The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. For additional information, see “Item 5. Operating and Financial Review and Prospects –– B.
In addition, any new shares of common stock issued will increase the cash required to pay future dividends. 23 Table of Contents The laws of the Republic of Marshall Islands generally prohibit the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), or if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
The laws of the Republic of Marshall Islands generally prohibit the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), or if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
Furthermore, the dry bulk shipping industry is volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.
Furthermore, the dry bulk shipping industry is volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. In addition, any new shares of common stock issued will increase the cash required to pay future dividends.
In addition, if new dry bulk carriers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels once their initial charters expire and the resale value of our vessels could significantly decrease. 19 Table of Contents We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
In addition, if new dry bulk carriers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels once their initial charters expire and the resale value of our vessels could significantly decrease.
Relatively weak global economic conditions have had and may continue to have a number of adverse consequences for dry bulk and other shipping sectors, including, among other things; low charter rates, particularly for vessels employed on short-term time charters or in the spot market; decreases in the market value of dry bulk vessels and limited secondhand market for the sale of vessels; limited financing for vessels; widespread loan covenant defaults; and declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.
If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, such changes could have an adverse effect on our business, financial condition, and results of operations. 10 Table of Contents Relatively weak global economic conditions have had and may continue to have a number of adverse consequences for dry bulk and other shipping sectors, including, among other things; low charter rates, particularly for vessels employed on short-term time charters or in the spot market; decreases in the market value of dry bulk vessels and limited secondhand market for the sale of vessels; limited financing for vessels; widespread loan covenant defaults; and declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.
Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 102,857,416 shares were issued and outstanding as of December 31, 2022. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions --A.
Future sales of our common shares could cause the market price of our common shares to decline. Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 84,016,892 shares were issued and outstanding as of December 31, 2023. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions –– A.
Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows and financial condition. 14 Table of Contents If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union (“EU”), the United Nations (“UN”), or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.
If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union (“EU”), the United Nations (“UN”), or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.
In addition, the declaration and payment of dividends, if any, will be subject at all times to the discretion of our Board of Directors.
Consolidated statements and other financial information — Dividend Policy” for further details. In addition, the declaration and payment of dividends, if any, will be subject at all times to the discretion of our Board of Directors.
Holders” we believe that we currently are not a PFIC, and we do not expect to become a PFIC in the future. However, there is no direct legal authority under the PFIC rules addressing our characterization of income from our voyage and time chartering activities nor our characterization of contracts for newbuilding vessels, if any.
However, there is no direct legal authority under the PFIC rules addressing our characterization of income from our voyage and time chartering activities nor our characterization of contracts for newbuilding vessels, if any.
Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. War, terrorism, civil unrest and governmental actions in these and surrounding countries may adversely affect investor perception of the value of our common stock.
Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation.
Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter terminations and an adverse effect on our business; · Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations; · Our operating results are subject to seasonal fluctuations; and · Acts of piracy on ocean-going vessels could adversely affect our business.
Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter terminations and an adverse effect on our business; · Our operating results are subject to seasonal fluctuations; and · Acts of piracy and attacks on ocean-going vessels could adversely affect our business.
Risks Related to Our Corporate Structure and Our Common Shares · We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments; · We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price; · Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy; · Because we are organized under the laws of the Marshall Islands and because substantially all of our assets are located outside of the United States, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management; · We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law; · The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict; · Future sales of our common shares could cause the market price of our common shares to decline; · We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted; 8 Table of Contents · The price of our common shares may be highly volatile; and · Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.
Risks Related to Our Corporate Structure and Our Common Shares · We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments; · We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price; · Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy; · The price of our common shares may be highly volatile; and · Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.
The weakness in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping. 9 Table of Contents Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.
In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our information systems.
In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our information systems. 18 Table of Contents We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences.
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. 9 Table of Contents As described above, many of the 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.
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, given that they may impose technological and other requirements upon our vessels.
Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including those companies listed above. Three of our directors are affiliated with Oaktree. Our Oaktree-affiliated directors have fiduciary duties to us and to Oaktree.
Initially, we expect that each of our executive officers will devote a substantial portion of his/her business time to the management of our Company. 25 Table of Contents Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including those companies listed above.
If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements.
If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements. 26 Table of Contents Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy.
We may not be able to predict whether future spot rates will be sufficient to enable our vessels to be operated profitably.
Since we charter our vessels principally in the spot market, we are exposed to the spot market’s cyclicality and volatility. We may not be able to predict whether future spot rates will be sufficient to enable our vessels to be operated profitably.
Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law.
Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law. 24 Table of Contents The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders.
We cannot give any assurance that we will be successful in executing our growth plans, obtain appropriate financings on a timely basis or on terms we deem reasonable or acceptable or that we will not incur significant expenses and losses in connection with our future growth. 20 Table of Contents Risks Related to Taxation A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations.
We cannot give any assurance that we will be successful in executing our growth plans, obtain appropriate financings on a timely basis or on terms we deem reasonable or acceptable or that we will not incur significant expenses and losses in connection with our future growth.
Risks Related to Our Company · We may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and cause us to fail to comply with the terms of our debt agreements which could adversely affect our business, including our ability to refinance our indebtedness and pay dividends; · Volatility in the London Interbank Offered Rate (“LIBOR”), the cessation of LIBOR and replacement of our interest rate in our debt agreements could affect our earnings and cash flow; · We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business; · We are subject to certain risks with respect to our counterparties on contracts; · We may not have adequate insurance to compensate us if we lose our vessels or they suffer significant damages or to compensate third parties for any damages to their property; · We depend upon third party and/or affiliated managers to provide the technical management of our fleet; 7 Table of Contents · The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings; · We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us; and · We may have difficulty managing our planned growth properly.
Risks Related to Our Company · We may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and cause us to fail to comply with the terms of our debt agreements which could adversely affect our business, including our ability to refinance our indebtedness and pay dividends; · An increase in the Secured Overnight Finance Rate (“SOFR”) could affect our earnings and cash flow; · We have considerable risks relating to the construction of our newbuilding vessels ; · We may not have adequate insurance to compensate us if we lose our vessels or they suffer significant damages or to compensate third parties for any damages to their property; · We depend upon third-party and/or affiliated managers to provide the technical management of our fleet; · The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off- hire, which could adversely affect our earnings; and · We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.
While much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia and Ukraine, which could adversely affect our operations.
Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia, Ukraine, Israel and Palestine, which could adversely affect our operations.
The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator.
The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows and financial condition.
Our financing arrangements prevent us from paying dividends if an event of default exists under our credit facilities or if certain financial ratios are not met. See “Item 5. Operating and Financial Review and Prospects – Liquidity and Capital Resources – Senior Secured Credit Facilities –– Credit Facility Covenants” for further details.
Under the terms of a number of our outstanding financing arrangements, we are subject to various restrictions on our ability to pay dividends. Our financing arrangements prevent us from paying dividends if an event of default exists under our credit facilities or if certain financial ratios are not met. See “Item 5. Operating and Financial Review and Prospects –– B.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeDuring the last year we have completed the installation of 15 ESD on our vessels and we are evaluating further installations in 2023. 29 Table of Contents The following tables summarize key information about our operating fleet, as of the date of this annual report: Operating Fleet Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 1 Pearl Shiptrade LLC Gargantua (1) 209,529 April 2, 2015 2015 2 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016 3 Coral Cape Shipping LLC Maharaj (1) 209,472 July 15, 2015 2015 4 Sea Diamond Shipping LLC Goliath (1) 207,999 July 15, 2015 2015 5 Star Castle II LLC Star Leo 207,939 May 14, 2018 2018 6 ABY Eleven LLC Star Laetitia 207,896 August 3, 2018 2017 7 Domus Shipping LLC Star Ariadne 207,774 March 28, 2017 2017 8 Star Breezer LLC Star Virgo 207,774 March 1, 2017 2017 9 Star Seeker LLC Star Libra 207,727 June 6, 2016 2016 10 ABY Nine LLC Star Sienna 207,721 August 3, 2018 2017 11 Clearwater Shipping LLC Star Marisa 207,671 March 11 2016 2016 12 ABY Ten LLC Star Karlie 207,566 August 3, 2018 2016 13 Star Castle I LLC Star Eleni 207,517 January 3, 2018 2018 14 Festive Shipping LLC Star Magnanimus 207,490 March 26, 2018 2018 15 New Era II Shipping LLC Debbie H 206,823 May 28, 2019 2019 16 New Era III Shipping LLC Star Ayesha 206,814 July 15, 2019 2019 17 New Era I Shipping LLC Katie K 206,803 April 16, 2019 2019 18 Cape Ocean Maritime LLC Leviathan 182,466 September 19, 2014 2014 19 Cape Horizon Shipping LLC Peloreus 182,451 July 22, 2014 2014 20 Star Nor I LLC Star Claudine 181,258 July 6, 2018 2011 21 Star Nor II LLC Star Ophelia 180,716 July 6, 2018 2010 22 Sandra Shipco LLC Star Pauline 180,233 December 29, 2014 2008 23 Christine Shipco LLC Star Martha 180,231 October 31, 2014 2010 24 Pacific Cape Shipping LLC Pantagruel 180,140 July 11, 2014 2004 25 Star Polaris LLC Star Polaris 179,648 November 14, 2011 2011 26 Star Borealis LLC Star Borealis 179,601 September 9, 2011 2011 27 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009 28 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010 29 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010 30 Star Regg IV LLC Star Marilena 178,977 January 26, 2021 2010 30 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 31 Star Regg I LLC Star Marianne 178,841 January 14, 2019 2010 32 Star Regg II LLC Star Janni 177,939 January 7, 2019 2010 33 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007 34 Sky Cape Shipping LLC Big Fish 177,620 July 11, 2014 2004 35 Global Cape Shipping LLC Kymopolia 176,948 July 11, 2014 2006 36 Star Trident XXV LLC Star Triumph 176,274 December 8, 2017 2004 37 ABY Fourteen LLC Star Scarlett 175,800 August 3, 2018 2014 38 ABY Fifteen LLC Star Audrey 175,125 August 3, 2018 2011 39 Sea Cape Shipping LLC Big Bang 174,109 July 11, 2014 2007 40 ABY I LLC Star Paola 115,259 August 3, 2018 2011 41 ABM One LLC Star Eva 106,659 August 3, 2018 2012 42 Nautical Shipping LLC Amami 98,648 July 11, 2014 2011 43 Majestic Shipping LLC Madredeus 98,648 July 11, 2014 2011 44 Star Sirius LLC Star Sirius 98,648 March 7, 2014 2011 45 Star Vega LLC Star Vega 98,648 February 13, 2014 2011 46 ABY II LLC Star Aphrodite 92,006 August 3, 2018 2011 47 Augustea Bulk Carrier LLC Star Piera 91,952 August 3, 2018 2010 48 Augustea Bulk Carrier LLC Star Despoina 91,945 August 3, 2018 2010 49 Star Trident I LLC Star Kamila 87,001 September 3, 2014 2005 50 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011 51 Star Alta I LLC Star Angelina 82,953 December 5, 2014 2006 52 Star Alta II LLC Star Gwyneth 82,703 December 5, 2014 2006 53 Star Nor VI LLC Star Luna 82,687 July 6, 2018 2008 54 Star Nor V LLC Star Bianca 82,672 July 6, 2018 2008 55 Grain Shipping LLC Pendulum 82,578 July 11, 2014 2006 56 Star Trident XIX LLC Star Maria 82,578 November 5, 2014 2007 57 Star Trident XII LLC Star Markella 82,574 September 29, 2014 2007 58 ABY Seven LLC Star Jeanette 82,567 August 3, 2018 2014 59 Star Trident IX LLC Star Danai 82,554 October 21, 2014 2006 60 Star Sun I LLC Star Elizabeth 82,430 May 25, 2021 2021 61 Star Sun II LLC Star Pavlina 82,361 June 16, 2021 2021 62 Star Trident XI LLC Star Georgia 82,281 October 14, 2014 2006 63 Star Trident VIII LLC Star Sophia 82,252 October 31, 2014 2007 64 Star Trident XVI LLC Star Mariella 82,249 September 19, 2014 2006 65 Star Trident XIV LLC Star Moira 82,220 November 19, 2014 2006 66 Star Trident X LLC Star Renee 82,204 December 18, 2014 2006 67 Star Trident XIII LLC Star Laura 82,192 December 8, 2014 2006 68 Star Trident XV LLC Star Jennifer 82,192 April 15, 2015 2006 69 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012 70 Star Trident II LLC Star Nasia 82,183 August 29, 2014 2006 71 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012 72 Star Trident XVII LLC Star Helena 82,150 December 29, 2014 2006 73 Star Trident XVIII LLC Star Nina 82,145 January 5, 2015 2006 74 Waterfront Two LLC Star Alessia 81,944 August 3, 2018 2017 75 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014 31 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 76 Star Elpis LLC Star Suzanna 81,644 May 15, 2017 2013 77 Star Gaia LLC Star Charis 81,643 March 22, 2017 2013 78 Mineral Shipping LLC Mercurial Virgo 81,502 July 11, 2014 2013 79 Star Nor X LLC Stardust 81,502 July 6, 2018 2011 80 Star Nor XI LLC Star Sky 81,466 July 6, 2018 2010 81 Star Zeus VI LLC Star Lambada 81,272 March 16, 2021 2016 82 Star Zeus I LLC Star Capoeira 81,253 March 16, 2021 2015 83 Star Zeus II LLC Star Carioca 81,199 March 16, 2021 2015 84 Star Zeus VII LLC Star Macarena 81,198 March 6, 2021 2016 85 ABY III LLC Star Lydia 81,187 August 3, 2018 2013 86 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013 87 ABY Three LLC Star Virginia 81,061 August 3, 2018 2015 88 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010 89 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011 90 Star Trident III LLC Star Iris 76,390 September 8, 2014 2004 91 Star Trident XX LLC Star Emily 76,339 September 16, 2014 2004 92 Orion Maritime LLC Idee Fixe 63,437 March 25, 2015 2015 93 Primavera Shipping LLC Roberta 63,404 March 31, 2015 2015 94 Success Maritime LLC Laura 63,377 April 7, 2015 2015 95 Star Zeus III LLC Star Athena 63,371 May 19, 2021 2015 96 Ultra Shipping LLC Kaley 63,261 June 26, 2015 2015 97 Blooming Navigation LLC Kennadi (1) 63,240 January 8, 2016 2016 98 Jasmine Shipping LLC Mackenzie (1) 63,204 March 2, 2016 2016 99 Star Lida I Shipping LLC Star Apus 63,123 July 16, 2019 2014 100 Star Zeus V LLC Star Bovarius 61,571 March 16, 2021 2015 101 Star Zeus IV LLC Star Subaru 61,521 March 16, 2021 2015 102 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017 103 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012 104 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013 105 Aurelia Shipping LLC Honey Badger (1) 61,324 February 27, 2015 2015 106 Star Axe II LLC Star Lutas (1) 61,323 January 6, 2016 2016 107 Rainbow Maritime LLC Wolverine (1) 61,268 February 27, 2015 2015 108 Star Axe I LLC Star Antares (1) 61,234 October 9, 2015 2015 109 ABY Five Ltd Star Monica 60,935 August 3, 2018 2015 110 Star Asia I LLC Star Aquarius 60,873 July 22, 2015 2015 111 Star Asia II LLC Star Pisces (1) 60,873 August 7, 2015 2015 112 Star Nor XIV LLC Star Glory 58,680 July 6, 2018 2012 113 Star Lida XI Shipping LLC Star Pyxis 56,615 August 19, 2019 2013 114 Star Lida VIII Shipping LLC Star Hydrus 56,604 August 8, 2019 2013 115 Star Lida IX Shipping LLC Star Cleo 56,582 July 15, 2019 2013 116 Star Trident VII LLC Diva 56,582 July 24, 2017 2011 117 Star Lida VI Shipping LLC Star Centaurus 56,559 September 18, 2019 2012 118 Star Lida VII Shipping LLC Star Hercules 56,545 July 16, 2019 2012 119 Star Lida X Shipping LLC Star Pegasus 56,540 July 15, 2019 2013 32 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 120 Star Lida III Shipping LLC Star Cepheus 56,539 July 16, 2019 2012 121 Star Lida IV Shipping LLC Star Columba 56,530 July 23, 2019 2012 122 Star Lida V Shipping LLC Star Dorado 56,507 July 16, 2019 2013 123 Star Lida II Shipping LLC Star Aquila 56,506 July 15, 2019 2012 124 Star Regg III LLC Star Bright 55,783 October 10, 2018 2010 125 Glory Supra Shipping LLC Strange Attractor 55,715 July 11, 2014 2006 126 Star Omicron LLC Star Omicron 53,444 April 17, 2008 2005 127 Star Zeta LLC Star Zeta 52,994 January 2, 2008 2003 128 Star Theta LLC Star Theta 52,425 December 6, 2007 2003 Total dwt 14,072,068 (1) Subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report .
Biggest changeIn addition, these vessels are fitted with the latest available and most fuel-efficient main engine produced by MAN B&W, a shaft generator and Alternate Marine Power optionality, all of which help to ensure best-in-class daily fuel consumption and emissions reductions. 34 Table of Contents The following tables summarize key information about our operating fleet, as of the date of this annual report: Operating Fleet Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 1 Sea Diamond Shipping LLC Goliath 209,537 July 15, 2015 2015 2 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016 3 Coral Cape Shipping LLC Maharaj 209,472 July 15, 2015 2015 4 Pearl Shiptrade LLC Gargantua 209,529 April 2, 2015 2015 5 Star Castle II LLC Star Leo 207,939 May 14, 2018 2018 6 ABY Eleven LLC Star Laetitia 207,896 August 3, 2018 2017 7 Domus Shipping LLC Star Ariadne 207,812 March 28, 2017 2017 8 Star Breezer LLC Star Virgo 207,810 March 1, 2017 2017 9 Star Seeker LLC Star Libra 207,765 June 6, 2016 2016 10 ABY Nine LLC Star Sienna 207,721 August 3, 2018 2017 11 Clearwater Shipping LLC Star Marisa 207,709 March 11 2016 2016 12 ABY Ten LLC Star Karlie 207,566 August 3, 2018 2016 13 Star Castle I LLC Star Eleni 207,555 January 3, 2018 2018 14 Festive Shipping LLC Star Magnanimus 207,526 March 26, 2018 2018 15 New Era II Shipping LLC Debbie H 206,861 May 28, 2019 2019 16 New Era III Shipping LLC Star Ayesha 206,852 July 15, 2019 2019 17 New Era I Shipping LLC Katie K 206,839 April 16, 2019 2019 18 Cape Ocean Maritime LLC Leviathan 182,511 September 19, 2014 2014 19 Cape Horizon Shipping LLC Peloreus 182,496 July 22, 2014 2014 20 Star Nor I LLC Star Claudine 181,258 July 6, 2018 2011 21 Star Nor II LLC Star Ophelia 180,716 July 6, 2018 2010 22 Sandra Shipco LLC Star Pauline 180,274 December 29, 2014 2008 23 Christine Shipco LLC Star Martha 180,274 October 31, 2014 2010 24 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009 25 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010 26 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010 27 Star Regg IV LLC Star Marilena 178,978 January 26, 2021 2010 28 Star Regg I LLC Star Marianne 178,906 January 14, 2019 2010 29 Star Regg II LLC Star Janni 178,978 January 7, 2019 2010 30 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007 31 Global Cape Shipping LLC Kymopolia 176,990 July 11, 2014 2006 32 Star Trident XXV LLC Star Triumph 176,343 December 8, 2017 2004 33 ABY Fourteen LLC Star Scarlett 175,649 August 3, 2018 2014 34 ABY Fifteen LLC Star Audrey 175,125 August 3, 2018 2011 35 ABY I LLC Star Paola 115,259 August 3, 2018 2011 36 ABM One LLC Star Eva 106,659 August 3, 2018 2012 37 Nautical Shipping LLC Amami 98,681 July 11, 2014 2011 38 Majestic Shipping LLC Madredeus 98,681 July 11, 2014 2011 39 Star Sirius LLC Star Sirius 98,681 March 7, 2014 2011 40 Star Vega LLC Star Vega 98,681 February 13, 2014 2011 41 ABY II LLC Star Aphrodite 92,006 August 3, 2018 2011 42 Augustea Bulk Carrier LLC Star Piera 91,951 August 3, 2018 2010 35 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 43 Augustea Bulk Carrier LLC Star Despoina 91,951 August 3, 2018 2010 44 Star Trident I LLC Star Kamila 82,769 September 3, 2014 2005 45 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011 46 Star Alta I LLC Star Angelina 82,981 December 5, 2014 2006 47 Star Alta II LLC Star Gwyneth 82,790 December 5, 2014 2006 48 Star Nor VI LLC Star Luna 82,687 July 6, 2018 2008 49 Star Nor V LLC Star Bianca 82,672 July 6, 2018 2008 50 Grain Shipping LLC Pendulum 82,619 July 11, 2014 2006 51 Star Trident XIX LLC Star Maria 82,598 November 5, 2014 2007 52 Star Trident XII LLC Star Markella 82,594 September 29, 2014 2007 53 ABY Seven LLC Star Jeanette 82,566 August 3, 2018 2014 54 Star Trident IX LLC Star Danai 82,574 October 21, 2014 2006 55 Star Sun I LLC Star Elizabeth 82,403 May 25, 2021 2021 56 Star Trident XI LLC Star Georgia 82,298 October 14, 2014 2006 57 Star Trident VIII LLC Star Sophia 82,269 October 31, 2014 2007 58 Star Trident XVI LLC Star Mariella 82,266 September 19, 2014 2006 59 Star Trident XIV LLC Star Moira 82,257 November 19, 2014 2006 60 Star Trident X LLC Star Renee 82,221 December 18, 2014 2006 61 Star Trident XIII LLC Star Laura 82,209 December 8, 2014 2006 62 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012 63 Star Trident II LLC Star Nasia 82,220 August 29, 2014 2006 64 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012 65 Star Trident XVII LLC Star Helena 82,187 December 29, 2014 2006 66 Star Trident XVIII LLC Star Nina 82,224 January 5, 2015 2006 67 Waterfront Two LLC Star Alessia 81,944 August 3, 2018 2017 68 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014 69 Star Elpis LLC Star Suzanna 81,711 May 15, 2017 2013 70 Star Gaia LLC Star Charis 81,711 March 22, 2017 2013 71 Mineral Shipping LLC Mercurial Virgo 81,545 July 11, 2014 2013 72 Star Nor X LLC Stardust 81,502 July 6, 2018 2011 73 Star Nor XI LLC Star Sky 81,466 July 6, 2018 2010 74 Star Zeus VI LLC Star Lambada 81,272 March 16, 2021 2016 75 Star Zeus I LLC Star Capoeira 81,253 March 16, 2021 2015 76 Star Zeus II LLC Star Carioca 81,262 March 16, 2021 2015 77 Star Zeus VII LLC Star Macarena 81,198 March 6, 2021 2016 78 ABY III LLC Star Lydia 81,187 August 3, 2018 2013 79 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013 80 ABY Three LLC Star Virginia 81,061 August 3, 2018 2015 81 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010 82 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011 83 Star Trident III LLC Star Iris 76,466 September 8, 2014 2004 84 Star Trident XX LLC Star Emily 76,417 September 16, 2014 2004 36 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 85 Orion Maritime LLC Idee Fixe 63,458 March 25, 2015 2015 86 Primavera Shipping LLC Roberta 63,426 March 31, 2015 2015 87 Success Maritime LLC Laura 63,399 April 7, 2015 2015 88 Ultra Shipping LLC Kaley 63,283 June 26, 2015 2015 89 Blooming Navigation LLC Kennadi 63,262 January 8, 2016 2016 90 Jasmine Shipping LLC Mackenzie 63,226 March 2, 2016 2016 91 Star Lida I Shipping LLC Star Apus 63,123 July 16, 2019 2014 92 Star Zeus V LLC Star Bovarius 61,602 March 16, 2021 2015 93 Star Zeus IV LLC Star Subaru 61,571 March 16, 2021 2015 94 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017 95 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012 96 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013 97 Aurelia Shipping LLC Honey Badger 61,320 February 27, 2015 2015 98 Star Axe II LLC Star Lutas 61,347 January 6, 2016 2016 99 Rainbow Maritime LLC Wolverine 61,292 February 27, 2015 2015 100 Star Axe I LLC Star Antares 61,258 October 9, 2015 2015 101 ABY Five LLC Star Monica 60,935 August 3, 2018 2015 102 Star Asia I LLC Star Aquarius 60,916 July 22, 2015 2015 103 Star Asia II LLC Star Pisces 60,916 August 7, 2015 2015 104 Star Lida XI Shipping LLC Star Pyxis 56,615 August 19, 2019 2013 105 Star Lida VIII Shipping LLC Star Hydrus 56,604 August 8, 2019 2013 106 Star Lida IX Shipping LLC Star Cleo 56,582 July 15, 2019 2013 107 Star Trident VII LLC Diva 56,582 July 24, 2017 2011 108 Star Lida X Shipping LLC Star Pegasus 56,540 July 15, 2019 2013 109 Star Lida V Shipping LLC Star Dorado 56,507 July 16, 2019 2013 110 Star Regg III LLC Star Bright 55,569 October 10, 2018 2010 111 Glory Supra Shipping LLC Strange Attractor 55,742 July 11, 2014 2006 112 Star Omicron LLC Star Omicron 53,489 April 17, 2008 2005 Total dwt 12,506,342 (1) Subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report .
The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US$ 10 million up to, currently, approximately US$ 8.2 billion.
The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of $10 million up to, currently, approximately $8.2 billion.
The objective of this pool is to provide improved scheduling through joint marketing of our Newcastlemax and Capesize vessels, with the overall aim of enhancing economic efficiencies. In 2020, we established a new wholly-owned subsidiary based in Singapore under the name Star Bulk (Singapore) Pte. Ltd. (or “Star Bulk Singapore”).
The objective of this pool is to provide improved scheduling through joint marketing of our Newcastlemax and Capesize vessels, with the overall aim of enhancing economic efficiencies. In 2020, we established a wholly-owned subsidiary based in Singapore under the name Star Bulk (Singapore) Pte. Ltd. (or “Star Bulk Singapore”).
Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and former U.S. President had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. Subsequently, current U.S.
Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. Subsequently, current U.S.
Additionally, during possible maintenance activities both in our offices and on vessels, we use eco-friendly refrigerants that do not affect the ozone layer such as R407 and R404.
Additionally, during maintenance activities both in our offices and on vessels, we use eco-friendly refrigerants that do not affect the ozone layer such as R407 and R404.
All of our vessels have been awarded an MLC certificate following the relevant MLC inspection carried out on board and they have been approved for DMLC Part II by the ROs/flag administration in compliance with the requirements set out in the DMLC Part I issued by the respective flag administrations accordingly. 50 Table of Contents The Company fully complies with the financial responsibility and abandonment clauses of the regulatory framework.
All of our vessels have been awarded an MLC certificate following the relevant MLC inspection carried out on board and they have been approved for DMLC Part II by the ROs/flag administration in compliance with the requirements set out in the DMLC Part I issued by the respective flag administrations accordingly. 57 Table of Contents The Company fully complies with the financial responsibility and abandonment clauses of the regulatory framework.
Handysize vessels are well suited for small ports with length and draft restrictions that lack the infrastructure for cargo loading and unloading. 38 Table of Contents The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss, and the demand for dry bulk shipping is often dependent on economic conditions, and international trade.
Handysize vessels are well suited for small ports with length and draft restrictions that lack the infrastructure for cargo loading and unloading. 44 Table of Contents The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss, and the demand for dry bulk shipping is often dependent on economic conditions, and international trade.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; 47 Table of Contents (iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
Ships are now required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content.
Ships are required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective March 23, 2023, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. As of March 23, 2023, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 40 Table of Contents International Maritime Organization The IMO has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL”, the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 46 Table of Contents International Maritime Organization The IMO has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 (“MARPOL”), the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
We believe installation of scrubbers has and will continue to increase our competitive advantage commercially making our fleet more attractive to charterers and cargo owners.
We believe installation of scrubbers has increased and will continue to increase our competitive advantage commercially making our fleet more attractive to charterers and cargo owners.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. 39 Table of Contents Our Company has specifically developed a recycling policy, which has been included within our Safety Management System (“SMS”) and applies to all the managed vessels.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. 45 Table of Contents Our Company has specifically developed a recycling policy, which has been included within our Safety Management System (“SMS”) and applies to all the managed vessels.
As a result of these designations or similar future designations, we may be required to incur additional operating or other costs. 41 Table of Contents Further to the above, as of the September 1, 2020 it became mandatory to use fuel with max 0.1% Sulfur content while berthing in South Korean ports.
As a result of these designations or similar future designations, we may be required to incur additional operating or other costs. 47 Table of Contents Further to the above, as of the September 1, 2020 it became mandatory to use fuel with max 0.1% sulfur content while berthing in South Korean ports.
Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced.
Vessels of over 400 gross tons engaged in international voyages are also required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced.
In addition, pursuant to the IMO sulfur cap regulations, which limited emission to 0.5% m/m sulfur content that came into force in January 2020, we decided to install scrubbers on the vast majority of our vessels (“Scrubber Retrofitting Program”).
In addition, pursuant to the IMO sulfur cap regulations, which limited emission to 0.5% m/m sulfur content and came into force in January 2020, we decided to install scrubbers on the vast majority of our vessels (“Scrubber Retrofitting Program”).
In addition to the above, there are clearly and accurately defined measures that need to be retained as well as standards that should be achieved, which are required, in view of the levels of excellence that our Company aims for and achieves.
In addition to the above, there are clearly and accurately defined measures that need to be adhered to as well as standards that should be achieved, which are required, in view of the levels of excellence that our Company aims for and achieves.
We aim to provide top-quality services without neglecting to adjust for industry needs, always maintaining high ethical standards and abiding by all applicable laws, rules, regulations and standards. We focus on creating real and long-lasting opportunities while advocating for a balanced, sustainable approach to our business and pursuing continuous improvement of our operational capabilities.
We aim to provide top-quality services without neglecting to adjust for industry needs, always maintaining high ethical standards and aiming to abide by all applicable laws, rules, regulations and standards. We focus on creating real and long-lasting opportunities while advocating for a balanced, sustainable approach to our business and pursuing continuous improvement of our operational capabilities.
As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content. On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.
As of January 2020, EU member states must also ensure that ships in all EU waters, except the SO x -Emission Control Area, use fuels with a 0.5% maximum sulfur content. On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.
The cybersecurity of our vessels continues to improve through hands-on training, campaigns and external assistance/equipment provision. Other United States Environmental Initiatives The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants.
The cybersecurity of our vessels continues to improve through hands-on training, campaigns and external assistance/equipment provision. 55 Table of Contents Other United States Environmental Initiatives The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants.
Non-military, non- recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. 49 Table of Contents All of our vessels submit their NOIs/eNOIs to the USCG and their flag administration accordingly within the required timeframes.
Non-military, non- recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. All of our vessels submit their NOIs/eNOIs to the USCG and their flag administration accordingly within the required timeframes.
The port areas selected will be designated as “Vessel Speed Reduction program Sea Areas” or “VSR program Sea Areas”. Each VSR program Sea Area will span 20 nautical miles in radius, measured from a specific lighthouse in each port.
Certain port areas selected will be designated as “Vessel Speed Reduction program Sea Areas” or “VSR program Sea Areas”. Each VSR program Sea Area will span 20 nautical miles in radius, measured from a specific lighthouse in each port.
Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. We ensure that all of our vessels are in full compliant in all material respects with these regulations.
Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. We strive to ensure that all of our vessels are in full compliance in all material respects with these regulations.
Following the completion of the acquisition of certain vessels from Augustea Atlantica SpA (“Augustea”) and York Capital Management (“York”) in 2018, (the “Augustea Vessels”), we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari (see “Item 6. Directors, Senior Management and Employees-A.
Following the completion of the acquisition of certain vessels from Augustea Atlantica SpA (“Augustea”) and York Capital Management (“York”) in 2018, (the “Augustea Vessels”), we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari (see “Item 6.
Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future.
Caribbean Sea ECAs designed for the control of NO x produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NO x in the future.
Additionally, with the introduction of IMO DCS, EU MRV, and UK MRV, the reported CO2 emissions of our vessels are also subjected to third party verification by an independent accredited verifier. A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections.
Additionally, with the introduction of IMO DCS, EU MRV, and UK MRV, the reported CO 2 emissions of our vessels are also subjected to third-party verification by an independent accredited verifier. A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections.
Based on our analysis of industry dynamics, we believe that dry bulk charter rates will remain strong in the medium term due to historically low vessel deliveries. As of January 1, 2023, the global dry bulk carrier order book amounted to approximately 7.3% of the existing fleet at that time, marginally above the record low of the last 30 years.
Based on our analysis of industry dynamics, we believe that dry bulk charter rates will remain strong in the medium term due to historically low vessel deliveries. As of January 1, 2024, the global dry bulk carrier order book amounted to approximately 8.7% of the existing fleet at that time, marginally above the record low of the last 30 years.
Taking all the necessary measures and going above and beyond compliance is the prerequisite for delivering services of the highest quality. The above include the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources.
We believe taking all the necessary measures and going above and beyond compliance is the prerequisite for delivering services of the highest quality. The above include the proper storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources.
We follow and comply with state and regulatory authority rules and regulations and have adopted and implemented all the necessary operational procedures in order to meet the requirements of those regulations, such as Air emission compliance (NO x , SO x and CO2 reporting).
We follow and comply with state and regulatory authority rules and regulations and have adopted and implemented all the necessary operational procedures in order to meet the requirements of those regulations, such as air emission compliance (NO x , SO x and CO 2 reporting).
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. 54 Table of Contents OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
Related Party Transactions.” 37 Table of Contents Basis for Statements The International Dry Bulk Shipping Industry Dry bulk cargo is cargo that is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage.
Related Party Transactions.” Basis for Statements The International Dry Bulk Shipping Industry Dry bulk cargo is cargo that is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage.
Furthermore, we established a standardized and structured process to ensure completeness, consistency and accuracy in our emissions related monitoring and reporting process for worldwide, EU and UK operations, including with respect to the Monitoring, Reporting and Verification (MRV) regulation and the IMO Data Collection System (DCS), as well as the relevant monitoring plans and advanced data collection, analysis, monitoring and reporting systems through our VPM system.
Furthermore, we established a standardized and structured process to ensure completeness, consistency and accuracy in our emissions-related monitoring and reporting process for worldwide, EU and UK operations, including with respect to the Monitoring, Reporting and Verification (“MRV”) regulation and the IMO Data Collection System (“DCS”), as well as the relevant monitoring plans and advanced data collection, analysis, monitoring and reporting systems through our VPM system.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, MEPC 75 introduced amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.
Further amendments to MARPOL Annex VI brought forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, MEPC 75 introduced amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.
The system is designed to enhance our operational knowledge and increase the efficiency of our trading and of our vessel maintenance. We continue to invest in further digitalization of our fleet and aim to have VPM sensors and equipment further installed onboard all of our vessels by the end of 2023.
The system is designed to enhance our operational knowledge and increase the efficiency of our trading and of our vessel maintenance. We continue to invest in further digitalization of our fleet and aim to have VPM sensors and equipment further installed onboard all of our vessels.
Experienced management team with a strong track record in the shipping industry and extensive relationships with customers, lenders, shipyards and other shipping industry participants Our company’s leadership has considerable shipping industry expertise. Our founder and Chief Executive Officer, Mr.
We have an experienced management team with a strong track record in the shipping industry and extensive relationships with customers, lenders, shipyards and other shipping industry participants. Our Company’s leadership has considerable shipping industry expertise. Our founder and Chief Executive Officer, Mr.
Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements.
The IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements.
The Company owns one of the most modern and fuel-efficient fleets in the industry. 42 Table of Contents Maintaining and improving our position in respect of the above creates an extremely compelling outlook for our Company in the next 2-5 years.
The Company owns one of the most modern and fuel-efficient fleets in the industry. Maintaining and improving our position in respect of the above creates an extremely compelling outlook for our Company in the next 2-5 years.
The CCL fleet consists of approximately 110 modern Newcastlemax and Capesize vessels and is being managed out of Athens, Singapore and Antwerp. Each vessel owner is responsible for the operating, accounting and technical management of its respective vessels.
The CCL fleet consists of 115 modern Newcastlemax and Capesize vessels and is being managed out of Athens, Singapore and Antwerp. Each vessel owner is responsible for the operating, accounting and technical management of its respective vessels.
We are also party of a Capesize vessel pooling agreement (“Capesize Chartering Ltd or CCL Pool or CCL”) with Bocimar International NV, and C Transport Holding Ltd, managed by C Transport Maritime S.A.M (CTM). As of December 31, 2022, we operated approximately 40 of our Newcastlemax and Capesize dry bulk vessels as part of one combined CCL fleet.
We are also party of a Capesize vessel pooling agreement (“Capesize Chartering Ltd or CCL Pool or CCL”) with Bocimar International NV, and C Transport Holding Ltd, managed by C Transport Maritime S.A.M (CTM). As of December 31, 2023, we operated 34 of our Newcastlemax and Capesize dry bulk vessels as part of one combined CCL fleet.
You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. These documents and other important information on our governance are posted on our website and may be viewed at https://www.starbulk.com. 26 Table of Contents B.
You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. These documents and other important information on our governance are posted on our website and may be viewed at https://www.starbulk.com.
Each vessel has a ship-specific cybersecurity plan, and its IT and OT systems have been inventoried, in order for the relevant hazards to be identified. This ship specific plan has been developed for each vessel covering the requirements according to the updated regulations as well as additional precautions to be maintained on multiple accounts.
Each vessel has a ship-specific cybersecurity plan, and its IT and OT systems have been inventoried in order for the relevant hazards to be identified. 51 Table of Contents A ship specific plan has been developed for each vessel covering the requirements according to the updated regulations as well as additional precautions to be maintained on multiple accounts.
We are also signatories of the Gulf of Guinea Declaration on Suppression of Piracy. · We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification. · We maintain high retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. · During 2022, we implemented a new employee well-being program, which includes but is not limited to flexible working schemes, psychological support services, and employee engagement activities. · We are consistently among the top ranked dry bulk operators globally in the RightShip Safety Score. · Our community investment activities focus on, but are not limited to, supporting vulnerable groups, sports and youth education in Greece.
We are also signatories of the Gulf of Guinea Declaration on Suppression of Piracy. • We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification. • We maintain high retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. • We are implementing employee well-being programs, which include but are not limited to flexible working schemes, psychological support services, professional coaching and employee engagement activities. • We are consistently among the top ranked dry bulk operators globally in the RightShip Safety Score. • Our community investment activities focus on, but are not limited to, supporting vulnerable groups, sports and youth education in Greece.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons) and emissions from shipboard incineration of specific substances.
Air Emissions Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons) and emissions from shipboard incineration of specific substances.
The amendments introduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023.
The amendments introduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and entered into force on November 1, 2022, and the requirements for EEXI and CII certification came into effect on January 1, 2023.
Further to the above, RightShip has adjusted their inspection questionnaires in order to review the vessels’ compliance with the Dry-BMS standards, which are now in full effect and applied on board. 54 Table of Contents C.
Further to the above, RightShip has adjusted their inspection questionnaires in order to review the vessels’ compliance with the Dry-BMS standards, which are now in full effect and applied on board. C.
These vessels generally operate along long-haul iron ore and coal trade routes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size. · Post-Panamax vessels, which are vessels with carrying capacities of between 90,000 and 100,000 dwt.
There are relatively few ports around the world with the infrastructure to accommodate vessels of this size. · Capesize vessels, which are vessels with carrying capacities of between 100,000 and 200,000 dwt. These vessels generally operate along long-haul iron ore and coal trade routes.
The CAA requires states to adopt State Implementation Plans, or “SIPs,” some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels. The U.S.
The CAA requires states to adopt State Implementation Plans (“SIPs”), some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels. The U.S.
A number of vessels in our fleet have been equipped with a sophisticated vessel performance monitoring system (“VPM”), allowing us to collect real-time information on the performance of important equipment, with a particular focus on vessel performance, fuel consumption and exhaust gas emissions.
A substantial part of our fleet have been equipped with a sophisticated vessel performance monitoring system (“VPM”), allowing us to collect real-time information on the performance of important equipment, with a particular focus on vessel performance, fuel consumption and exhaust gas emissions.
Even though 2022 charter hire levels ranged well above the lows of 2016, there can be no assurance that the market will not decline again. As of February 16, 2023, the BDI stood at 530. Environmental and Other Regulations in the Shipping Industry Government laws and regulations significantly affect the ownership and operation of our fleets.
Even though 2023 charter hire levels ranged well above the lows of 2016, there can be no assurance that the market will not decline again. As of February 9, 2024, the BDI stood at 1,545. Environmental and Other Regulations in the Shipping Industry Government laws and regulations significantly affect the ownership and operation of our fleets.
The regulation refers to vessel recycling activities and the identification and monitoring of hazardous materials, including: · Asbestos. · PCBs. · Ozone depleting substances. · PFOS. · Anti-fouling systems containing organotin compounds as a biocide. We are also in the process of replacing Freon onboard. Our entire fleet complies with Hazardous Material regulation.
The regulation refers to vessel recycling activities and the identification and monitoring of hazardous materials, including: • Asbestos. • PCBs. • Ozone depleting substances. • PFOS. • Anti-fouling systems containing organotin compounds as a biocide. We are also in the process of replacing Freon onboard.
In compliance with EU 517/2014 regulation, stipulating restriction to the use of refrigerants exceeding GWP of 2500, we are using eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years. · Biodegradable Lubricants: We are using these types of biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
In compliance with EU 517/2014 regulation, which stipulates restrictions to the use of refrigerants exceeding GWP of 2500, we use eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years. • Biodegradable Lubricants: We are using biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks, and reports on our ESG performance across all our business operations. In November 2022, we released our fourth annual ESG Report. All of our ESG Reports may be found on our website at www.starbulk.com.
In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks, and reports on our ESG performance across all our business operations. In October 2023, we released our fifth annual ESG Report. All of our ESG Reports may be found on our website at www.starbulk.com.
Pappas, has an established track record in the dry bulk industry, with more than 45 years of experience and hundreds of vessel acquisitions and dispositions, including through his family’s principal shipping operations and investment vehicle, Oceanbulk Maritime S.A. Mr.
Pappas, has an established track record in the dry bulk industry, with long-standing shipping experience and hundreds of vessel acquisitions and dispositions, including through his family’s principal shipping operations and investment vehicle, Oceanbulk Maritime S.A. Mr.
Organizational Structure As of December 31, 2022, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. Financial Statements.” D. Property, Plant and Equipment We do not own any real property. Our interests in the vessels in our fleet are our only material properties.
Organizational Structure As of December 31, 2023, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. Financial Statements.” D. Property, Plant and Equipment We do not own any material real property.
On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.5%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels or certain exhaust gas cleaning systems.
At its 70th session, the MEPC adopted a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.5%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels or certain exhaust gas cleaning systems.
However, over the last fifteen years, between 2008 and 2022, seaborne dry bulk trade increased at a compound annual growth rate of 2.7%, substantially influenced by the entrance of China in the World Trade Organization.
However, over the last fifteen years, between 2008 and 2023, seaborne dry bulk trade increased at a compound annual growth rate of 3.0%, substantially influenced by the entrance of China in the World Trade Organization.
As of the date of this annual report, we have successfully completed the installation of scrubbers on 120 vessels out of the 128 vessels in our fleet.
As of the date of this annual report, we have successfully completed the installation of scrubbers on 108 vessels out of the 112 vessels in our fleet.
The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.
The Polar Code, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.
Directors and Senior Management”) as the technical manager of certain of our vessels. During 2021 and 2022, certain management services of the vessels previously managed by Augustea Technoservices Ltd were appointed to Iblea Ship Management Limited, an entity also affiliated with Mr. Zagari. Up until June 2022, the management agreements with Augustea Technoservices Ltd were progressively terminated.
Directors, Senior Management and Employees –– A. Directors and Senior Management”) as the technical manager of certain of our vessels. During 2021 and 2022, certain management services of the vessels previously managed by Augustea Technoservices Ltd were appointed to Iblea Ship Management Limited, an entity also affiliated with Mr. Zagari.
There are specific requirements for the berthing process, and we are diligently complying with all of them. Moreover, from January 1, 2022 onwards, it is mandatory to use fuel with max 0.1% Sulfur content while navigating South Korea’s ECAs. The second part of the Korean regulations have to do with speed reductions.
There are specific requirements for the berthing process, and we are diligently striving to comply with all of them. Moreover, from January 1, 2022 onwards, it is mandatory to use fuel with max 0.1% sulfur content while navigating South Korea’s ECAs. The Korean regulations also relate to speed reductions.
In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”).
In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SO x -Emission Control Area”), and, beginning May 1, 2025, in the Mediterranean Sea.
The EPA or individual U.S. states could enact environmental regulations that would affect our operations. 43 Table of Contents Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.
The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.
Our Company is also committed to responding timely and effectively to environmental incidents resulting from our operations, respecting the environment by emphasizing every employee’s responsibility in environmental performance and fostering appropriate operating practices and training, managing our business with the goal of preventing environmental incidents and controlling emissions and wastes to below harmful levels, using energy, water, materials and other natural resources as efficiently as possible, giving particular regard to the long-term sustainability of consumable items and minimizing waste by reducing our waste generation.
Our Company is also committed to responding timely and effectively to environmental incidents resulting from our operations, respecting the environment by emphasizing every employee’s responsibility in environmental performance and fostering appropriate operating practices and training, managing our business with the goal of preventing environmental incidents and controlling emissions and wastes to below harmful levels, using energy, water, materials and other natural resources as efficiently as possible, giving particular regard to the long-term sustainability of consumable items and minimizing waste by reducing our waste generation. 50 Table of Contents The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate.
Furthermore we take operational measures, including speed reduction, weather routing, voyage optimization and have planned further technical upgrades to our fleet, such as the use of ESD and low friction hull paints in order to reduce fuel consumption and emissions. We plan to use underwater ROV (Remotely Operated Vehicles) for inspecting and cleaning the underwater hulls of our vessels.
Furthermore we take operational measures, including speed reduction, weather routing, voyage optimization and have planned further technical upgrades to our fleet, such as the use of ESD and low friction hull paints in order to reduce fuel consumption and emissions.
As further discussed herein, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.
As further discussed herein, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market have entered into force, and additional regulations are forthcoming.
Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, low friction paints and installation of Energy Saving Devices (“ESD”) (mainly Mewis duct and Propeller boss cap fins) on our vessels.
Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, low friction paints, variable frequency drivers for engine room fans and sea water cooling pumps and installation of Energy Saving Devices (“ESD”) (mainly Mewis ducts and Propeller boss cap fins) on our vessels.
As part of our commitment to comply with the international regulation, we are progressively installing BWTS in our fleet. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70.
As part of our commitment to comply with the international regulation, we are progressively installing BWTS in our fleet. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 72, amendments were adopted to extend the date existing vessels are subject to certain ballast water standards.
The key elements of our strategy are: Charter our vessels in an active and sophisticated manner Given the volatility of the freight markets, we believe we should be flexible to changing market conditions and actively manage our vessels in order to generate attractive risk-adjusted returns by providing efficient transportation solutions to our major charterers.
The key elements of our strategy are: Charter our vessels in a manner that maximizes our fleet’s revenue potential Given the volatility of the freight markets, we are flexible to changing market conditions and actively manage our vessels in order to generate attractive risk-adjusted returns by providing efficient transportation solutions to our major charterers.
From time to time, in response to changing market conditions, we have disposed certain of our vessels (the majority of which were older vessels) and have sold, cancelled or transferred some of our newbuilding vessels.
From time to time, in response to changing market conditions, we have disposed certain of our vessels (the majority of which were older vessels).
Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
Later amendments revised the IMDG Code to reflect the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.
The Polar Code applies to new ships constructed after January 1, 2017, and ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey. On January 1, 2021, IMO Resolution MSC. 428(98) came into force.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention. Further to the above and in continuation to enhanced bio-fouling requirements in Australia and New Zealand, the vessels are undergoing stricter review, compliance and corresponding record keeping processes, and inspections are becoming increasingly frequent and demanding.
Further to the above and in continuation of enhanced bio-fouling requirements in Australia and New Zealand, the vessels are undergoing stricter review, compliance and corresponding record keeping processes, and inspections are becoming increasingly frequent and demanding.
VIDA establishes a new framework for the regulation of vessel incidental discharges under CWA, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the USCG to develop implementation, compliance and enforcement regulations within two years of EPA’s promulgation of standards.
VIDA established a new framework for the regulation of vessel incidental discharges under CWA, required the EPA to develop performance standards for those discharges and required the USCG to develop implementation, compliance and enforcement regulations.
We charter out our vessels to first class iron ore miners, utilities companies, commodity trading houses and diversified shipping companies. Seasonality Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results for vessels trading in the spot market.
Seasonality Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results for vessels trading in the spot market.
Governance We apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet. · The Company is governed by a diverse and experienced, majority independent Board of Directors. · We have a transparent Code of Ethics and Anti-Corruption Policy in place. · We implement strong internal controls structured to ensure robust risk management. · We continuously cultivate an open reporting culture with respect to any violations of the Code of Ethics. · During 2022, we established an ESG Committee at a Board level to guide and support the company’s ESG strategy. 28 Table of Contents · We deploy advanced Enterprise Resource Planning and Business Intelligence systems to enable lean operations and efficient decision making, and are continuously upgrading and enhancing our cybersecurity systems, processes and policies, both in the office and on our vessels, to safeguard the Company from cyber risks.
Governance We endeavor to apply corporate governance best practices, adhere to strong ethical principles and ensure the high commercial performance of our fleet. · The Company is governed by a diverse and experienced, majority independent Board of Directors. · In 2023, we enhanced our Code of Business Ethics and Anti-Corruption Policy to address the new Global Standard Reporting Standards, the company’s ESG Commitments and the UN Global Compact Principles. · We implement rigorous internal controls structured to ensure robust risk management practices. · We continuously cultivate an open reporting culture both in our offices and on board our vessels. · The Company’s ESG Committee at the Board level provides guidance and oversight with regards to the company’s ESG strategy. · We deploy advanced Enterprise Resource Planning and Business Intelligence systems to enable lean operations and efficient decision making, and are continuously upgrading and enhancing our cybersecurity systems, processes and policies, both in the office and on our vessels, to safeguard the Company from cyber risks. 33 Table of Contents Our Fleet We have built a fleet through timely and selective acquisitions of secondhand vessels and vessels under construction.
The BDI reached a historic high of 11,793 in May 2008 and a low of 290 in February 2016, which represents a decline of 98%. In 2022, the BDI ranged from a low of 965 in August 2022, to a high of 3,369 in May 2022.
The BDI reached a historic high of 11,793 in May 2008 and a low of 290 in February 2016, which represents a decline of 98%. In 2023, the BDI ranged from a low of 530 on February 16, 2023, to a high of 3,346 on December 4, 2023.
Be a leader in ESG practices in the dry bulk shipping sector We are committed to integrating ESG practices across all business operations, and to reporting on our ESG strategy and performance in a transparent and comprehensive way. We comply with environmental regulations in a timely and efficient manner while we continuously monitor and aim to reduce our environmental footprint.
Be a leader in ESG practices in the dry bulk shipping sector We are committed to integrating ESG practices across all business operations, and to reporting on our ESG strategy and performance in a transparent and comprehensive way.
As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by September 8, 2024.
As of October 13, 2019, MEPC 72’s amendments to the BWM Convention have been in effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalizing an implementation schedule for the D-2 standard.
If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation. Cybersecurity is also a top priority with the U.S. Coast Guard, and they announced a concentrated campaign to assist in identifying and addressing cybersecurity vulnerabilities during the first quarter of the year 2023.
If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation. Cybersecurity is also a top priority for the U.S. Coast Guard.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

152 edited+48 added−35 removed64 unchanged
Biggest changeIn addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. 77 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2021 (in millions of U.S dollars) Carrying Value as of December 31, 2022 (in millions of U.S dollars) 1 Gargantua (1) 209,529 2015 51 48 * 2 Star Gina 2GR 209,475 2016 35 34 3 Maharaj (1) 209,472 2015 52 ** 50 * 4 Goliath (1) 207,999 2015 52 ** 50 * 5 Star Leo 207,939 2018 49 47 6 Star Laetitia 207,896 2017 45 43 7 Star Ariadne 207,774 2017 48 47 8 Star Virgo 207,774 2017 46 45 9 Star Libra (1) 207,727 2016 48 46 * 10 Star Sienna 207,721 2017 45 43 11 Star Marisa 207,671 2016 49 47 * 12 Star Karlie 207,566 2016 46 45 13 Star Eleni 207,517 2018 42 40 14 Star Magnanimus 207,490 2018 51 49 15 Debbie H 206,823 2019 48 46 16 Star Ayesha 206,814 2019 48 47 17 Katie K 206,803 2019 47 46 18 Leviathan 182,466 2014 32 30 19 Peloreus 182,451 2014 31 30 20 Star Claudine 181,258 2011 29 28 21 Star Ophelia 180,716 2010 28 26 22 Star Pauline 180,233 2008 24 22 23 Star Martha 180,231 2010 34 33 * 24 Pantagruel 180,140 2004 22 ** 21 * 25 Star Polaris 179,648 2011 39 ** 37 * 26 Star Borealis 179,601 2011 38 ** 37 * 27 Star Lyra 179,147 2009 25 24 28 Star Borneo 178,978 2010 20 20 29 Star Bueno 178,978 2010 20 20 30 Star Marilena 178,977 2010 20 20 31 Star Janni 177,939 2010 24 23 32 Star Marianne 178,841 2010 21 20 33 Star Angie 177,931 2007 28 ** 26 * 34 Big Fish 177,620 2004 22 ** 21 * 35 Kymopolia 176,948 2006 27 ** 25 * 36 Star Triumph 176,274 2004 14 13 37 Star Scarlett 175,800 2014 33 32 38 Star Audrey 175,125 2011 27 26 * 39 Big Bang 174,109 2007 29 ** 27 * 40 Star Paola 115,259 2011 21 20 78 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2021 (in millions of U.S dollars) Carrying Value as of December 31, 2022 (in millions of U.S dollars) 41 Star Eva 106,659 2012 19 19 42 Amami 98,648 2011 22 22 43 Madredeus 98,648 2011 22 22 44 Star Sirius (1) 98,648 2011 23 22 45 Star Vega (1) 98,648 2011 23 22 46 Star Aphrodite 92,006 2011 20 19 47 Star Piera 91,952 2010 18 17 48 Star Despoina 91,945 2010 18 17 49 Star Kamila 87,001 2005 15 14 50 Star Electra 83,494 2011 19 18 51 Star Angelina 82,953 2006 18 16 52 Star Gwyneth 82,703 2006 18 17 53 Star Luna 82,687 2008 15 14 54 Star Bianca 82,672 2008 16 15 55 Pendulum 82,578 2006 16 15 56 Star Maria 82,578 2007 14 13 57 Star Markella 82,574 2007 16 15 58 Star Jeanette 82,567 2014 23 22 59 Star Danai 82,554 2006 15 14 60 Star Elizabeth 82,430 2021 27 26 61 Star Pavlina 82,361 2021 27 26 62 Star Georgia 82,281 2006 14 13 63 Star Sophia 82,252 2007 15 14 64 Star Mariella 82,249 2006 16 15 65 Star Moira 82,220 2006 14 13 66 Star Renee 82,204 2006 13 12 67 Star Laura 82,192 2006 12 11 68 Star Nasia 82,183 2006 17 16 69 Star Nina 82,145 2006 13 12 70 Star Jennifer 82,192 2006 11 10 71 Star Mona 82,188 2012 20 19 72 Star Astrid 82,158 2012 20 19 73 Star Helena 82,150 2006 12 12 74 Star Alessia 81,944 2017 27 26 75 Star Calypso 81,918 2014 22 21 76 Star Suzanna 81,644 2013 16 15 77 Star Charis 81,643 2013 15 15 78 Mercurial Virgo 81,502 2013 22 21 79 Stardust 81,502 2011 20 19 80 Star Sky 81,466 2010 19 18 81 Star Lambada 81,272 2016 22 21 82 Star Capoeira 81,253 2015 21 20 83 Star Carioca 81,199 2015 21 20 84 Star Macarena 81,198 2016 22 21 85 Star Lydia 81,187 2013 22 21 79 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2021 (in millions of U.S dollars) Carrying Value as of December 31, 2022 (in millions of U.S dollars) 86 Star Nicole 81,120 2013 22 21 87 Star Virginia 81,061 2015 24 23 88 Star Genesis 80,705 2010 19 18 89 Star Flame 80,448 2011 19 18 90 Star Iris 76,390 2004 15 13 91 Star Emily 76,339 2004 13 12 92 Idee Fixe 63,437 2015 25 24 93 Roberta 63,404 2015 25 24 94 Laura 63,377 2015 25 24 95 Star Athena 63,371 2015 20 19 96 Kaley 63,261 2015 26 24 97 Kennadi (1) 63,240 2016 26 25 98 Mackenzie (1) 63,204 2016 17 16 99 Star Apus 63,123 2014 18 17 100 Star Bovarius 61,571 2015 19 18 101 Star Subaru 61,521 2015 19 18 102 Star Wave 61,491 2017 25 24 103 Star Challenger (1) 61,462 2012 23 22 104 Star Fighter (1) 61,455 2013 22 21 105 Honey Badger (1) 61,324 2015 26 25 106 Star Lutas (1) 61,323 2016 25 24 107 Wolverine (1) 61,268 2015 26 25 108 Star Antares (1) 61,234 2015 25 24 109 Star Monica 60,935 2015 24 22 110 Star Aquarius 60,873 2015 20 19 111 Star Pisces (1) 60,873 2015 20 19 112 Star Glory 58,680 2012 15 15 113 Star Pyxis 56,615 2013 13 13 114 Star Hydrus 56,604 2013 12 12 115 Star Cleo 56,582 2013 13 13 116 Diva 56,582 2011 11 11 117 Star Centaurus 56,559 2012 11 11 118 Star Hercules 56,545 2012 12 12 119 Star Pegasus 56,540 2013 13 12 120 Star Cepheus 56,539 2012 12 12 121 Star Columba 56,530 2012 12 12 122 Star Dorado 56,507 2013 13 13 123 Star Aquila 56,506 2012 12 12 124 Star Bright 55,783 2010 13 13 125 Strange Attractor 55,715 2006 15 14 126 Star Omicron 53,444 2005 12 11 127 Star Zeta 52,994 2003 8 7 128 Star Theta 52,425 2003 8 7 Total dwt 14,072,068 3,013 2,882 _________ 80 Table of Contents (1) Vessels subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report. * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2022, the basic charter-free market value is lower than the vessel’s carrying value. ** Indicates dry bulk carrier vessels for which we believe, as of December 31, 2021, the basic charter-free market value is lower than the vessel’s carrying value.
Biggest changeIn addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. 86 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2022 (in millions of U.S dollars) Carrying Value as of December 31, 2023 (in millions of U.S dollars) Gargantua 209,529 2015 48 ** 45 * Star Gina 2GR 209,475 2016 34 32 Maharaj 209,472 2015 50 ** 46 * Goliath 209,537 2015 50 ** 45 * Star Leo 207,939 2018 47 45 Star Laetitia 207,896 2017 43 42 Star Ariadne 207,812 2017 47 45 Star Virgo 207,810 2017 45 43 Star Libra 207,765 2016 46 ** 44 Star Sienna 207,721 2017 43 42 Star Marisa 207,709 2016 47 ** 45 Star Karlie 207,566 2016 45 43 Star Eleni 207,555 2018 40 39 Star Magnanimus 207,526 2018 49 47 Debbie H 206,861 2019 46 45 Star Ayesha 206,852 2019 47 45 Katie K 206,839 2019 46 45 Leviathan 182,511 2014 30 29 Peloreus 182,496 2014 30 29 Star Claudine 181,258 2011 28 27 Star Ophelia 180,716 2010 26 26 Star Pauline 180,274 2008 22 22 Star Martha 180,274 2010 33 ** 31 * Pantagruel 180,181 2004 21 ** 19 * Star Polaris (3) 179,648 2011 37 ** - Star Borealis (3) 179,601 2011 37 ** - Star Lyra 179,147 2009 24 23 Star Borneo 178,978 2010 20 19 Star Bueno 178,978 2010 20 19 Star Marilena 178,978 2010 20 19 Star Janni 178,978 2010 23 22 Star Marianne 178,906 2010 20 20 Star Angie 177,931 2007 26 ** 25 * Big Fish (1) 177,620 2004 21 ** 15 Kymopolia 176,990 2006 25 ** 23 * Star Triumph 176,343 2004 13 12 Star Scarlett 175,649 2014 32 31 * Star Audrey (2) 175,125 2011 26 ** 25 Big Bang (2) 174,109 2007 27 ** 19 Star Paola 115,259 2011 20 19 Star Eva 106,659 2012 19 19 Amami 98,681 2011 22 21 Madredeus 98,681 2011 22 21 Star Sirius 98,681 2011 22 22 Star Vega 98,681 2011 22 22 Star Aphrodite 92,006 2011 19 18 Star Piera 91,951 2010 17 17 Star Despoina 91,951 2010 17 17 Star Kamila 82,769 2005 14 13 Star Electra 83,494 2011 18 18 Star Angelina 82,981 2006 16 15 Star Gwyneth 82,790 2006 17 16 * Star Luna 82,687 2008 14 14 Star Bianca 82,672 2008 15 14 Pendulum 82,619 2006 15 14 Star Maria 82,598 2007 13 12 Star Markella 82,594 2007 15 14 Star Jeanette 82,566 2014 22 21 Star Danai 82,574 2006 14 14 87 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2022 (in millions of U.S dollars) Carrying Value as of December 31, 2023 (in millions of U.S dollars) Star Elizabeth 82,403 2021 26 25 Star Pavlina (4) 82,361 2021 26 - Star Georgia 82,298 2006 13 12 Star Sophia 82,269 2007 14 13 Star Mariella 82,266 2006 15 14 Star Moira 82,257 2006 13 12 Star Renee 82,221 2006 12 11 Star Laura 82,209 2006 11 11 Star Nasia 82,220 2006 16 14 Star Nina 82,224 2006 12 11 Star Jennifer (3) 82,192 2006 10 - Star Mona 82,188 2012 19 18 Star Astrid 82,158 2012 19 18 Star Helena 82,187 2006 12 11 Star Alessia 81,944 2017 26 25 Star Calypso 81,918 2014 21 20 Star Suzanna 81,711 2013 15 15 Star Charis 81,711 2013 15 14 Mercurial Virgo 81,545 2013 21 21 Stardust 81,502 2011 19 18 Star Sky 81,466 2010 18 17 Star Lambada 81,272 2016 21 20 Star Capoeira 81,253 2015 20 20 Star Carioca 81,262 2015 20 20 Star Macarena 81,198 2016 21 21 Star Lydia 81,187 2013 21 20 Star Nicole 81,120 2013 21 20 Star Virginia 81,061 2015 23 22 Star Genesis 80,705 2010 18 17 Star Flame 80,448 2011 18 17 Star Iris 76,466 2004 13 12 Star Emily 76,417 2004 12 11 Idee Fixe 63,458 2015 24 23 Roberta 63,426 2015 24 23 Laura 63,399 2015 24 23 Star Athena (3) 63,371 2015 19 - Kaley 63,283 2015 24 24 Kennadi 63,262 2016 25 24 Mackenzie 63,226 2016 16 16 Star Apus 63,123 2014 17 16 Star Bovarius (2) 61,602 2015 18 18 Star Subaru 61,571 2015 18 18 Star Wave 61,491 2017 24 23 Star Challenger 61,462 2012 22 21 Star Fighter 61,455 2013 21 21 Honey Badger 61,320 2015 25 23 Star Lutas 61,347 2016 24 23 88 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2022 (in millions of U.S dollars) Carrying Value as of December 31, 2023 (in millions of U.S dollars) Wolverine 61,292 2015 25 24 Star Antares 61,258 2015 24 22 Star Monica 60,935 2015 22 21 Star Aquarius 60,916 2015 19 18 Star Pisces 60,916 2015 19 18 Star Glory (2) 58,680 2012 15 14 Star Pyxis 56,615 2013 13 12 Star Hydrus 56,604 2013 12 12 Star Cleo 56,582 2013 13 12 Diva 56,582 2011 11 11 Star Centaurus (3) 56,559 2012 11 - Star Hercules (3) 56,545 2012 12 - Star Pegasus 56,540 2013 12 12 Star Cepheus (3) 56,539 2012 12 - Star Columba (3) 56,530 2012 12 - Star Dorado (2) 56,507 2013 13 13 Star Aquila (3) 56,506 2012 12 - Star Bright 55,569 2010 13 12 Strange Attractor 55,742 2006 14 13 Star Omicron 53,489 2005 11 10 Star Zeta (3) 52,994 2003 7 - Star Theta (3) 52,425 2003 7 - 2,882 2,554 (5) (1) Vessel held for sale as of December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (2) Vessel agreed to be sold or was actively marketed as of December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (3) Vessel sold and delivered to her new owners during the year ended December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (4) Vessel accounted as a total loss during the year ended December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (5) Total of $2,554 represents carrying values of 116 operating vessels (including one vessel held for sale) as of December 31, 2023 * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2023, the basic charter-free market value is lower than the vessel’s carrying value. ** Indicates dry bulk carrier vessels for which we believe, as of December 31, 2022, the basic charter-free market value is lower than the vessel’s carrying value.
If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters. Voyage Expenses Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties.
If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters. Voyage Expenses Voyage expenses include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties.
General and Administrative Expenses We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses. Management Fees Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.
Management Fees Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet. General and Administrative Expenses We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.
ABN AMRO $97.1 million Facility On October 27, 2021, we entered into an agreement with the ABN AMRO Bank, (the “ABN AMRO $97.1 million Facility”) for a loan facility of up to $97.1 million. The amount of $97.1 million was drawn on October 29, 2021 and was used to refinance the outstanding amount under the then existing facility.
ABN AMRO $97.1 million Facility On October 27, 2021, we entered into an agreement with ABN AMRO Bank, (the “ABN AMRO $97.1 million Facility”) for a loan facility of up to $97.1 million. The amount of $97.1 million was drawn on October 29, 2021 and was used to refinance the outstanding amount under the then existing facility.
Credit Agricole $62.0 million Facility On October 29, 2021, we entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $62.0 million Facility”) for the financing of an aggregate amount of $62.0 million, to refinance the aggregate outstanding amount under two then existing agreements and to prepay an amount of $2.0 million under the Atradius Facility in connection with the vessels Star Despoina and Star Piera .
Credit Agricole $62.0 million Facility On October 29, 2021, we entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $62.0 million Facility”) for the financing of an aggregate amount of $62.0 million, to refinance the aggregate outstanding amount under two then existing loan agreements and to prepay an amount of $2.0 million under the Atradius Facility in connection with the vessels Star Despoina and Star Piera .
Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate monthly plus a variable amount and we have an option to purchase the vessel starting on the third anniversary of vessel’s delivery to us at a pre-determined, amortizing purchase price.
Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate monthly plus a variable amount and we have an option to purchase the vessel starting on the third anniversary of the vessel’s delivery to us at a pre-determined, amortizing purchase price.
The repayment schedule of the outstanding amounts under the four tranches was amended as follows: i) the first tranche is repayable in 20 quarterly installments, with variable payments of the first 13 installments of $1.7 million, the fourteenth installment of $2.2 million, the next five installments of $3.3 million and the last installment of $4.6 million due in June 2027, ii) the second tranche is repayable in 14 equal quarterly installments of $0.3 million with the last installment due in December 2025 and iii) the third and the fourth tranches are repayable in 13 equal quarterly installments of $0.7 million each, with the last two installments of $0.4 million each both due in December 2025. 2.
The repayment schedule of the outstanding amounts under the four tranches was amended as follows: i) the first tranche is repayable in 20 quarterly installments, with variable payments of the first 13 installments of $1.7 million, the fourteenth installment of $2.2 million, the next five installments of $3.3 million and the last installment of $4.6 million due in June 2027, ii) the second tranche is repayable in 14 equal quarterly installments of $0.3 million with the last installment due in December 2025 and iii) the third and the fourth tranches are repayable in 13 equal quarterly installments of $0.7 million each, with the last installments of $0.4 million each, both due in December 2025. 2.
In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 3.3% (escalating to such level during the first three- year period and capped at the thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys).
In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 3.7% (escalating to such level during the first three- year period and capped at the thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys).
Key Performance Indicators Our business consists primarily of: · employment and operation of dry bulk vessels constituting our operating fleet; and · management of the financial, general and administrative elements involved in the conduct of our business and ownership of dry bulk vessels constituting our operating fleet. · The employment and operation of our vessels require the following main components: - vessel maintenance and repair; - crew selection and training; - vessel spares and stores supply; - contingency response planning; - onboard safety procedures auditing; - accounting; 55 Table of Contents - vessel insurance arrangement; - vessel chartering; - vessel security training and security response plans pursuant to the requirements of the ISPS Code; - obtaining ISM Code certification and audits for each vessel within the six months of taking over a vessel; - vessel hire management; - vessel surveying; and - vessel performance monitoring. · The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components: - management of our financial resources, including banking relationships (i.e., administration of bank loans and bank accounts); - management of our accounting system and records and financial reporting; - administration of the legal and regulatory requirements affecting our business and assets; and - management of the relationships with our service providers and customers.
Key Performance Indicators Our business consists primarily of: • employment and operation of dry bulk vessels constituting our operating fleet; and • management of the financial, general and administrative elements involved in the conduct of our business and ownership of dry bulk vessels constituting our operating fleet. • The employment and operation of our vessels require the following main components: • vessel maintenance and repair; • crew selection and training; • vessel spares and stores supply; • contingency response planning; • onboard safety procedures auditing; • accounting; • vessel insurance arrangement; • vessel chartering; • vessel security training and security response plans pursuant to the requirements of the ISPS Code; • obtaining ISM Code certification and audits for each vessel within the six months of taking over a vessel; • vessel hire management; • vessel surveying; and • vessel performance monitoring. 62 Table of Contents • The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components: • management of financial resources, including banking relationships (i.e. administration of bank loans and bank accounts); • management of our accounting system and records and financial reporting; • administration of the legal and regulatory requirements affecting our business and assets; and • management of the relationships with our service providers and customers.
DNB $107.5 million Facility On September 28, 2021, we entered into an agreement with the DNB Bank ASA for a term loan with one drawing in an amount of up to $107.5 million (the “DNB $107.5 million Facility”). On September 29, 2021, the maximum amount was drawn and used to refinance the aggregate outstanding amount under three then existing facilities.
DNB $107.5 million Facility On September 28, 2021, we entered into an agreement with DNB Bank ASA (“DNB”) for a term loan with one drawing in an amount of up to $107.5 million (the “DNB $107.5 million Facility”). On September 29, 2021, the maximum amount was drawn and used to refinance the aggregate outstanding amount under three then existing facilities.
The facility is available in three tranches of $35.5 million each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $0.7 million and a balloon payment of $5.9 million payable together with the last installment. The CEXIM $106.5 million Facility is secured by the three aforementioned vessels. 7.
The facility is available in three tranches of $35.5 million each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $0.7 million and a balloon payment of $5.9 million payable together with the last installment. The CEXIM $106.5 million Facility is secured by the three aforementioned vessels. 4.
Atradius Facility On February 28, 2019, we entered into a loan agreement with ABN AMRO Bank (the “Atradius Facility”) for the financing of an amount of up to $36.6 million which was be used to finance the acquisition and installation of scrubber equipment for 42 vessels.
Atradius Facility On February 28, 2019, we entered into a loan agreement with ABN AMRO Bank (the “Atradius Facility”) for the financing of an amount of up to $36.6 million which was used to finance the acquisition and installation of scrubber equipment for 42 vessels.
Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2) with changes in such fair value recognized in earnings under (gain)/loss on interest rate swaps, net, unless specific hedge accounting criteria are met.
Interest rate swaps are recorded in the balance sheet as assets or liabilities, measured at their fair value (Level 2) with changes in such fair value recognized in earnings under (Gain)/Loss on interest rate swaps, net, unless specific hedge accounting criteria are met.
Our practice has been to fund the cash portion of the acquisition of dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively.
Our practice has been to fund the cash portion of the acquisition or construction of dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively.
The ABN $67.9 million Facility provides for a lower margin and an extension of the final repayment date from December 2023 to June 2027 which is secured by the seven vessels previously securing the ABN $115.0 million Facility.
The ABN $67.9 million Facility provides for a lower margin and an extension of the final repayment date from December 2023 to June 2027 which is also secured by the seven vessels previously securing the ABN $115.0 million Facility.
SEB $42.0 million Facility On August 3, 2022, we entered into a loan agreement with SEB (the “SEB $42.0 million Facility”) for a loan of up to $42.0 million in three tranches, which were drawn on the same date.
SEB $42.0 million Facility On August 3, 2022, we entered into a loan agreement with SEB (the “SEB $42.0 million Facility”) for a loan amount of up to $42.0 million in three tranches, which were drawn on the same date.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2022, and (ii) which of our vessels we believe have a market value below their carrying value.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2022 and 2023, and (ii) which of our vessels we believe have a market value below their carrying value.
The estimated salvage value of each vessel is $300 per light weight ton, in accordance with our vessel depreciation policy. We use a probability weighted approach for developing estimates of future cash flows used to test our vessels for recoverability when alternative courses of action are under consideration (i.e. sale or continuing operation of a vessel).
The estimated salvage value of each vessel is $400 per light weight ton, in accordance with our vessel depreciation policy. We use a probability weighted approach for developing estimates of future cash flows used to test our vessels for recoverability when alternative courses of action are under consideration (i.e. sale or continuing operation of a vessel).
Charter-in Hire Expenses Charter-in hire expenses represent hire expenses for chartering-in third- and related- party vessels, either under time charters or voyage charters. 61 Table of Contents Vessel Operating Expenses Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, vessel scrubbers and BWTS maintenance expenses, lubricants and other miscellaneous expenses.
Charter-in Hire Expenses Charter-in hire expenses represent hire expenses for chartering-in third and related party vessels, either under time charters or voyage charters. 68 Table of Contents Vessel Operating Expenses Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, vessel scrubbers and BWTS maintenance expenses, lubricants and other miscellaneous expenses.
In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2022, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years.
In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2023, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years.
We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers.
We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions and newbuilding vessels. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers.
Our principal uses of funds have been capital expenditures to establish, grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness and make dividend payments when approved by the Board of Directors. 64 Table of Contents Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions and vessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows.
Our principal uses of funds have been capital expenditures to establish, grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness and make dividend payments when approved by the Board of Directors. 72 Table of Contents Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions, our newbuilding program and vessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows.
On August 4, 2022, we entered into a new loan agreement with ABN AMRO Bank, in order to refinance the then outstanding amount of $67.9 million under the ABN $115.0 million Facility, (the “ABN $67.9 million Facility”).
On August 4, 2022, we entered into a new loan agreement with ABN AMRO Bank, in order to refinance the then outstanding amount of $67.9 million under the four tranches of the ABN $115.0 million Facility, (the “ABN $67.9 million Facility”).
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2021 and 2022, for those operating vessels whose carrying values were above their respective market values.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2022 and 2023, for those operating vessels whose carrying values were above their respective market values.
The available days for the years ended December 31, 2020, 2021 and 2022 were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of the COVID-19 pandemic.
The available days for the years ended December 31, 2020, 2021, 2022 and 2023 were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of COVID-19.
We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting Estimates - Impairment of long-lived assets”.
We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting Estimates - Impairment of long-lived assets”. 89 Table of Contents G.
The following table presents selected consolidated financial and other data of Star Bulk for each of the five years in the five year period ended December 31, 2022. The table should be read together with “Item 5.
The following table presents selected consolidated financial and other data of Star Bulk for each of the five years in the five-year period ended December 31, 2023. The table should be read together with “Item 5.
G. Safe Harbor See section “forward looking statements” at the beginning of this annual report.
Safe Harbor See section “forward looking statements” at the beginning of this annual report.
We include TCE rate, a non- GAAP measure, as it provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, and it assists our management in making decisions regarding the deployment and use of our operating vessels and assists investors and our management in evaluating our financial performance. 60 Table of Contents The following table reflects the calculation and reconciliation of TCE rate to voyage revenues as reflected in the consolidated statement of operations: (In thousands of U.S.
We include TCE rate, a non- GAAP measure, as it provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, and it assists our management in making decisions regarding the deployment and use of our operating vessels and assists investors and our management in evaluating our financial performance. 67 Table of Contents The following table reflects the calculation and reconciliation of TCE rate to voyage revenues as reflected in the consolidated income statement: (In thousands of U.S.
To minimize such subjectivity, our analysis for the year ended December 31, 2022 also involved sensitivity analysis to the model input we believe is most important, being the historical rates.
To minimize such subjectivity, our analysis for the year ended December 31, 2023 also involved sensitivity analysis to the model input we believe is most important, being the historical rates.
The ABN AMRO $97.1 million Facility is secured by the vessels Star Pauline , Star Angie , Star Sophia , Star Georgia , Star Kamila and Star Nina, Star Eva , Star Paola , Star Aphrodite , Star Lydia and Star Nicole . 13.
The ABN AMRO $97.1 million Facility is secured by the vessels Star Pauline , Star Angie , Star Sophia , Star Georgia , Star Kamila and Star Nina, Star Eva , Star Paola , Star Aphrodite , Star Lydia and Star Nicole . 8.
We are a global shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. A.
We are a global shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. 61 Table of Contents A.
As of December 31, 2022 and 2021, we were required to maintain minimum liquidity, not legally restricted, of $64.0 million, which is included within “Cash and cash equivalents” in the 2022 and 2021 balance sheets, respectively.
As of December 31, 2023, and 2022, we were required to maintain minimum liquidity, not legally restricted, of $58.0 million and $64.0 million, respectively, which is included within “Cash and cash equivalents” in the 2023 and 2022 balance sheets, respectively.
NTT Facility On July 31, 2019, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT Facility”), for an amount of $17.5 million. The amount was drawn in August 2019 and was used to refinance the outstanding loan amount of the vessel Star Aquarius under its then existing loan facility.
NTT Facility On July 31, 2019, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT Facility”), for an amount of $17.5 million which was drawn in August 2019 and was used to refinance the then outstanding loan amount of the vessel Star Aquarius .
Dollars) Time charter equivalent 13,796 13,027 11,789 26,978 25,461 Vessel operating expenses 4,027 3,912 4,205 4,560 4,893 Time Charter Equivalent Rate (TCE rate) Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements).
Dollars) Time charter equivalent 13,027 11,789 26,978 25,461 15,824 Vessel operating expenses 3,912 4,205 4,560 4,893 4,919 Time Charter Equivalent Rate (TCE rate) Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements).
Under the ING $310.6 million Facility as last amended and restated on June 28, 2022, the following financing amounts have also been drawn: i) in October 2018, two tranches of $22.5 million each, which are repayable in 28 equal consecutive quarterly installments of $0.5 million and a balloon payment of $9.4 million payable together with the last installment and were used to refinance the outstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1.4 million each, which are repayable in 16 equal consecutive quarterly installments of $0.09 million each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Peloreus and Leviathan , iii) in March 2019 and April 2019 two tranches of $32.1 million and $17.4 million, respectively, which are repayable in 28 equal consecutive quarterly principal payments of $0.5 million and $0.3 million, plus a balloon payment of $17.1 million and $8.7 million, respectively, both due in seven years after the drawdown date, and were used to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Magnanimus and Star Alessia, iv) in May 2019 and November 2019, two tranches of $1.4 million each, which are repayable in 16 equal consecutive quarterly installments of $0.09 million each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Star Magnanimus and Star Alessia, v) in July 2020, six tranches of a total amount of $70.0 million, which are repayable in 24 equal consecutive quarterly principal payments and were used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels Star Claudine , Star Ophelia , Star Lyra , Star Bianca , Star Flame and Star Mona, and vi) in August 2021, two tranches of $20.0 million each, which are repayable in 20 equal consecutive quarterly principal payments of $0.3 million plus a balloon payment of $14.1 million due five years after their drawdown and were used to finance part of the acquisition cost of the vessels Star Elizabeth and Star Pavlina.
Prior to the abovementioned drawdowns under the ING Facility, the following financing amounts have also been drawn: i) in October 2018, two tranches of $22.5 million each, which are repayable in 28 equal consecutive quarterly installments of $0.5 million and a balloon payment of $9.4 million payable together with the last installment and were used to refinance the outstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1.4 million each, which are repayable in 16 equal consecutive quarterly installments of $0.1 million each, and which were used to finance the acquisition and installation of scrubber equipment for the vessels Peloreus and Leviathan , iii) in March 2019 and April 2019 two tranches of $32.1 million and $17.4 million, respectively, which were repayable in 28 equal consecutive quarterly principal payments of $0.5 million and $0.3 million, plus a balloon payment of $17.1 million and $8.7 million, respectively, both due in seven years after the drawdown date, and which were used to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Magnanimus and Star Alessia, iv) in May 2019 and November 2019, two tranches of $1.4 million each, which were repayable in 16 equal consecutive quarterly installments of $0.1 million each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Star Magnanimus and Star Alessia, v) in July 2020, six tranches of a total amount of $70.0 million, which are repayable in 24 equal consecutive quarterly principal payments and were used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels Star Claudine , Star Ophelia , Star Lyra , Star Bianca , Star Flame and Star Mona, and vi) in August 2021, two tranches of $20.0 million each, which are repayable in 20 equal consecutive quarterly principal payments of $0.3 million plus a balloon payment of $14.1 million due five years after their drawdown and were used to finance part of the acquisition cost of the vessels Star Elizabeth and Star Pavlina.
Estimates of the daily time charter equivalent rate for the unfixed days are based on the prevailing, as of end of each reporting period, Forward Freight Agreement (“FFA”) rates of the respective calendar year for each of the first three years, average of the FFA rate of the third year and the historical average market rate of similar size vessels for the fourth year, and historical average market rates of similar size vessels for the period thereafter.
Estimates of the daily time charter equivalent rate for the unfixed days are based on the prevailing, as of end of each reporting period, FFA rates of the respective calendar year for each of the first three years, average of the FFA rate of the third year and the historical average market rate of similar size vessels for the fourth year, and historical average market rates of similar size vessels for the period thereafter.
Item 5. Operating and Financial Review and Prospects The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 4. Business Overview” and our historical consolidated financial statements and accompanying notes included elsewhere in this annual report.
Item 5. Operating and Financial Review and Prospects The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 4. Information on the Company-B. Business Overview” and our historical consolidated financial statements and accompanying notes included elsewhere in this annual report.
Operating and Financial Review and Prospects” in our 2021 20-F. 66 Table of Contents Senior Secured Credit Facilities The following summary of the material terms of our senior secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our senior secured credit facilities.
Operating and Financial Review and Prospects” in our 2022 20-F. 74 Table of Contents Senior Secured Credit Facilities The following summary of the material terms of our senior secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our senior secured credit facilities.
The aggregate difference between the carrying value of these vessels and their market value of $66.4 million ($20.2 million in 2021), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.
The aggregate difference between the carrying value of these vessels and their market value of $14.8 million ($66.4 million in 2022), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.
The remaining two tranches of $9.1 million each, for Star Charis and Star Suzanna, are repayable in 32 equal quarterly installments of $0.3 million each. The facility matures in December 2028 and is secured by the four aforementioned vessels. 9.
The remaining two tranches of $9.1 million each, for Star Charis and Star Suzanna, are repayable in 32 equal quarterly installments of $0.3 million each. The facility matures in December 2028 and is secured by the four aforementioned vessels. 75 Table of Contents 5.
As of December 31, 2022, we were in compliance with the applicable financial and other covenants contained in our debt agreements. 72 Table of Contents Bareboat Lease Agreements In December 2018, we sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel Star Fighter for ten years.
As of December 31, 2023, we were in compliance with the applicable financial and other covenants contained in our debt agreements. Bareboat Lease Agreements In December 2018, we sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel Star Fighter for ten years.
Our impairment analysis as of December 31, 2021 and 2022, indicated that the carrying amount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. 75 Table of Contents Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Our impairment analysis as of December 31, 2022 and 2023, indicated that the carrying amount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Our liquidity is also impacted by our dividend policy (see “Item 8. Financial Information--A. Consolidated statements and other financial information—Dividend Policy”). The COVID-19 pandemic resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets.
Our liquidity is also impacted by our dividend policy (see “Item 8. Financial Information –– A. Consolidated statements and other financial information — Dividend Policy”). When COVID-19 initially emerged, COVID-19 resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets.
Year ended December 31, 2021 compared to the year ended December 31, 2020 For a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to “Item 5.
Year ended December 31, 2022 compared to the year ended December 31, 2021 For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to “Item 5.
Year ended December 31, 2021 compared to the year ended December 31, 2020 For a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2021, or our “2021 20-F”.
Year ended December 31, 2022 compared to the year ended December 31, 2021 For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2022, or our “2022 20-F”.
We believe that our current cash balance, and our operating cash flows to be generated over the short-term period will be sufficient to meet our 2023 liquidity needs and at least through the end of the first quarter of 2024, including funding the operations of our fleet, capital expenditure requirements and any other present financial requirements including the cost for the installation of BWTS and ESD.
We believe that our current cash balance, and our operating cash flows to be generated over the short-term period will be sufficient to meet our 2024 liquidity needs and at least through the end of the first quarter of 2025, including funding the operations of our fleet, capital expenditure requirements and any other present financial requirements including the payments for our newbuilding contracts and cost for the installation of ESD.
We may seek additional indebtedness to finance future vessel acquisitions in order to maintain our cash position or to refinance our existing debt in more favorable terms.
We may seek additional indebtedness to finance future vessel acquisitions and newbuilding vessels in order to maintain our cash position or to refinance our existing debt in more favorable terms.
Our audited consolidated statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2020, 2021 and 2022 and the consolidated balance sheets at December 31, 2021 and 2022, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
Our audited consolidated income statements, shareholders’ equity and cash flows for the years ended December 31, 2021, 2022 and 2023 and the consolidated balance sheets at December 31, 2022 and 2023, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. 57 Table of Contents CONSOLIDATED STATEMENT OF OPERATIONS (In thousands of U.S.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. 64 Table of Contents CONSOLIDATED INCOME STATEMENT (In thousands of U.S.
Each tranche is repayable in 20 equal consecutive, quarterly principal payments of $0.5 million and a balloon payment of $13.3 million and $$14.9 million, respectively, payable simultaneously with the last installments, which are due in December 2027. The Standard Chartered $47.0 million Facility is secured by the two aforementioned vessels. Facilities Repaid in 2022 1.
Each tranche is repayable in 20 equal consecutive, quarterly principal payments of $0.5 million and a balloon payment of $13.3 million and $14.9 million, respectively, payable simultaneously with the last installments, which are due in December 2027. The Standard Chartered $47.0 million Facility is secured by the two aforementioned vessels. 78 Table of Contents 16.
CTBC Facility On May 24, 2019, we entered into a loan agreement with CTBC Bank Co., Ltd (“CTBC”), (the “CTBC Facility”), for an amount of $35.0 million, which was used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Karlie .
CTBC Facility On May 24, 2019, we entered into a loan agreement with CTBC (the “CTBC Facility”) for an amount of $35.0 million, which was drawn on May 31, 2019 and was used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Karlie .
We define working capital as current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2022 and 2021 was $219.5 million and $392.1 million, respectively.
We define working capital as current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2023 and 2022 was $95.0 million and $219.5 million, respectively.
In addition, as of December 31, 2022 and 2021, we were required to maintain minimum liquidity, legally restricted, of $16.6 million and of $23.0 million, respectively, which is included within “Restricted cash” in the 2022 and 2021 balance sheets, respectively.
In addition, as of December 31, 2023 and 2022, we were required to maintain minimum liquidity, legally restricted, of $34.3 million and of $16.6 million, respectively, which is included within “Restricted cash” in the 2023 and 2022 balance sheets, respectively.
There continues to be a high level of uncertainty relating to how the pandemic will evolve, the evolution and emergence of existing and future variants, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public’s and government’s responses to such measures.
There continues to uncertainty relating to how COVID-19 will evolve, the evolution and emergence of existing and future variants, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public’s and government’s responses to such measures.
CTBC $25.0 million Facility On November 22, 2022, we entered into a loan agreement with CTBC (the “CTBC $25.0 million Facility”), for an amount of up to $25.0 million, which was drawn on November 30, 2022 and used to refinance the outstanding amount under the previous lease agreement with Ocean Trust Co.
CTBC $25.0 million Facility On November 22, 2022, we entered into a loan agreement with CTBC (the “CTBC $25.0 million Facility”), for an amount of up to $25.0 million, which was drawn on November 30, 2022 and used to refinance the outstanding amount under the then lease agreement of the vessel Star Libra.
Ltd. of the vessel Star Libra (as discussed below). The facility is repayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $13.8 million payable simultaneously with the last quarterly installment, which is due in November 2027. The CTBC $25.0 million Facility is secured by the vessel Star Libra . 70 Table of Contents 18.
The facility is repayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $13.8 million payable simultaneously with the last quarterly installment, which is due in November 2027. The CTBC $25.0 million Facility is secured by the vessel Star Libra . 13.
Our bunker swaps are settled on a daily basis, mainly through reputable exchanges such as Intercontinental Exchange (“ICE”) to limit our counterparty exposure in over the counter transactions. Bunker price differentials paid or received under the swap agreements are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net.
Our bunker swaps are settled mainly through reputable exchanges such as Intercontinental Exchange (“ICE”) so as to limit our counterparty exposure in over-the-counter transactions. Bunker price differentials paid or received under the swap agreements as well as changes in their fair value are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net.
The first tranche of $48.3 million was drawn on July 18, 2022 and used to replenish the funds used in June for the extinguishment of the aggregate outstanding amount of $55.7 million under the lease agreements with CMBL for the vessels Star Sirius , Laura , Idee Fixe , Kaley and Roberta .
The first tranche of $48.3 million was drawn on July 18, 2022 and used to replenish the funds used for the extinguishment of the amount under the then existing lease agreements with CMBL for the vessels Star Sirius , Laura , Idee Fixe , Kaley and Roberta .
Each tranche is repayable in 20 equal quarterly principal payments of $0.4 million and a balloon payment ranging from $5.7 million to $7.0 million, payable together with the last installment due in August 2027. The SEB $42.0 million Facility is secured by the vessels Amami , Mercurial Virgo and Star Calypso . 17.
Each tranche is repayable in 20 equal quarterly principal payments of $0.4 million and a balloon payment ranging from $5.7 million to $7.0 million, payable together with the last installment due in August 2027. The SEB $42.0 million Facility is secured by the three aforementioned vessels. 12.
Year ended December 31, 2022 compared to the year ended December 31, 2021 Net Cash Provided By / (Used In) Operating Activities Net cash provided by operating activities for the twelve months ended December 31, 2022 and 2021 was $769.9 million and $767.1 million, respectively.
Year ended December 31, 2023 compared to the year ended December 31, 2022 Net Cash Provided By / (Used In) Operating Activities Net cash provided by operating activities for the twelve months ended December 31, 2023 and 2022 was $335.8 million and $769.9 million, respectively.
In addition, we may sell and issue shares under our two effective At-the-Market offering programs of up to $150.0 million at any time and from time to time. As of February 16, 2023, cumulative gross proceeds under our At-the-Market offering programs were $20.2 million.
In addition, we may sell and issue shares under our two effective At-the-Market offering programs of up to $150.0 million at any time and from time to time. As of February 9, 2024, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million.
The second tranche of $51.7 million was drawn on August 29, 202,2 in order to refinance the aggregate outstanding amount of $42.7 million under the lease agreements with CMBL of the vessels Star Apus , Star Cleo , Star Columba , Star Dorado , Star Hydrus , Star Pegasus and Star Pyxis .
The second tranche of $51.7 million was drawn on August 29, 2022, in order to refinance the amount under the then existing lease agreements with CMBL of the vessels Star Apus , Star Cleo , Star Columba , Star Dorado , Star Hydrus , Star Pegasus and Star Pyxis .
Dollars, except for TCE rates) Year ended December 31, 2020 Year ended December 31, 2021 Year ended December 31, 2022 Voyage revenues $ 693,241 $ 1,427,423 $ 1,437,156 Less: Voyage expenses (200,058) (226,111) (286,534) Charter-in hire expenses (32,055) (14,565) (21,020) Realized gain/(loss) on FFAs/bunker swaps 14,861 2,056 (4,034) Amortization of fair value of below/above market acquired time charter agreements, net (1,184) (187) - Time charter equivalent revenues $474,805 $1,188,616 $1,125,568 Available days 40,274 44,059 44,207 Daily Time Charter Equivalent Rate (“TCE”) $ 11,789 $ 26,978 $ 25,461 Voyage Revenues Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the seaborne transportation market.
Dollars, except for TCE rates) Year ended December 31, 2021 Year ended December 31, 2022 Year ended December 31, 2023 Voyage revenues $ 1,427,423 $ 1,437,156 $ 949,269 Less: Voyage expenses (226,111) (286,534) (253,843) Charter-in hire expenses (14,565) (21,020) (17,656) Realized gain/(loss) on FFAs/bunker swaps 2,056 (4,034) 8,326 Amortization of fair value of below/above market acquired time charter agreements (187) - - Time charter equivalent revenues $ 1,188,616 $ 1,125,568 $ 686,096 Available days 44,059 44,207 43,357 Daily Time Charter Equivalent Rate (“TCE”) $ 26,978 $ 25,461 $ 15,824 Voyage Revenues Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the seaborne transportation market.
For the year ended December 31, 2021, we incurred a net gain on forward freight agreements and bunker swaps of $3.6 million, consisting of unrealized gain of $1.5 million and realized gain of $2.1 million.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the year ended December 31, 2023, we incurred a net loss on forward freight agreements and bunker swaps of $1.3 million, consisting of unrealized loss of $9.6 million and realized gain of $8.3 million.
Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the years ended December 31, 2022 and 2021 were $45.5 million and $55.7 million, respectively.
Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss ) for the years ended December 31, 2023 and 2022 were $56.1 million and $45.5 million, respectively.
Quantitative and Qualitative Disclosures about Market Risk.” Year ended December 31, 2022 compared to the year ended December 31, 2021 Voyage revenues and related direct expenses: Voyage revenues for the year ended December 31, 2022 increased to $1,437.2 million from $1,427.4 million for the year ended December 31, 2021.
Quantitative and Qualitative Disclosures about Market Risk.” Year ended December 31, 2023 compared to the year ended December 31, 2022 Voyage revenues and related direct expenses: Voyage revenues for the year ended December 31, 2023 decreased to $949.3 million from $1,437.2 million for the year ended December 31, 2022.
Dollars, except per share and share data) 2018 2019 2020 2021 2022 Voyage revenues 651,561 821,365 693,241 1,427,423 1,437,156 Voyage expenses 121,596 222,962 200,058 226,111 286,534 Charter-in hire expenses 92,896 126,813 32,055 14,565 21,020 Vessel operating expenses 128,872 160,062 178,543 208,661 228,616 Dry docking expenses 8,970 57,444 23,519 30,986 47,718 Depreciation 102,852 124,280 142,293 152,640 156,733 Management fees 11,321 17,500 18,405 19,489 19,071 General and administrative expenses 33,972 34,819 31,881 39,500 56,826 Loss on bad debt 722 1,607 373 629 677 (Gain)/ Loss on forward freight agreements and bunker swaps, net 447 (4,411) (16,156) (3,564) 1,451 Impairment loss 17,784 3,411 - - - Loss on write-down of inventory - - - - 17,326 Other operational loss 191 110 1,513 2,214 2,380 Other operational gain - (2,423) (3,231) (2,110) (8,794) (Gain)/Loss on time charter agreement termination - - - (1,102) - (Gain) / Loss on sale of vessels - 5,493 - - - 519,623 747,667 609,253 688,019 829,558 Operating income / (loss) 131,938 73,698 83,988 739,404 607,598 Interest and finance costs (73,715) (87,617) (69,555) (56,036) (52,578) Interest income and other income / (loss) 1,866 1,299 267 315 7,050 Gain / (loss) on interest rate swaps, net 707 - - - - Gain/(Loss) on debt extinguishment (2,383) (3,526) (4,924) (3,257) 4,064 Total other expenses, net (73,525) (89,844) (74,212) (58,978) (41,464) Income/ (Loss) before taxes and equity in income of investee 58,413 (16,146) 9,776 680,426 566,134 Income taxes (61) (109) (152) (16) (244) Income / (Loss) before equity in income of investee 58,352 (16,255) 9,624 680,410 565,890 Equity in income of investee 45 54 36 120 109 Net income / (loss) 58,397 (16,201) 9,660 680,530 565,999 Earnings / (loss) per share, basic 0.76 (0.17) 0.10 6.73 5.54 Earnings / (loss) per share, diluted 0.76 (0.17) 0.10 6.71 5.52 Weighted average number of shares outstanding, basic 77,061,227 93,735,549 96,128,173 101,183,829 102,153,255 Weighted average number of shares outstanding, diluted 77,326,111 93,735,549 96,281,389 101,479,072 102,536,966 58 Table of Contents CONSOLIDATED BALANCE SHEET AND OTHER FINANCIAL DATA (In thousands of U.S.
Dollars, except per share and share data) 2019 2020 2021 2022 2023 Voyage revenues $ 821,365 $ 693,241 $ 1,427,423 $ 1,437,156 $ 949,269 Voyage expenses 222,962 200,058 226,111 286,534 253,843 Charter-in hire expenses 126,813 32,055 14,565 21,020 17,656 Vessel operating expenses 160,062 178,543 208,661 228,616 221,327 Dry docking expenses 57,444 23,519 30,986 47,718 41,969 Depreciation 124,280 142,293 152,640 156,733 138,429 Management fees 17,500 18,405 19,489 19,071 16,809 General and administrative expenses 34,819 31,881 39,500 56,826 54,413 Loss on bad debt 1,607 373 629 677 300 (Gain)/ Loss on forward freight agreements and bunker swaps, net (4,411) (16,156) (3,564) 1,451 1,336 Impairment loss 3,411 - - - 17,838 Loss on write-down of inventory - - - 17,326 9,318 Other operational loss 110 1,513 2,214 2,380 952 Other operational gain (2,423) (3,231) (2,110) (8,794) (33,980) (Gain)/Loss on time charter agreement termination - - (1,102) - - (Gain) / Loss on sale of vessels 5,493 - - - (29,399) 747,667 609,253 688,019 829,558 710,811 Operating income / (loss) 73,698 83,988 739,404 607,598 238,458 Interest and finance costs (87,617) (69,555) (56,036) (52,578) (71,319) Interest income and other income / (loss) 1,299 267 315 7,050 15,228 Gain / (loss) on interest rate swaps, net - - - - (3,539) Gain / (loss) on debt extinguishment (3,526) (4,924) (3,257) 4,064 (5,149) Total other expenses, net (89,844) (74,212) (58,978) (41,464) (64,779) Income/ (Loss) before taxes and equity in income of investee $ (16,146) $ 9,776 $ 680,426 $ 566,134 $ 173,679 Income taxes (109) (152) (16) (244) (183) Income / (Loss) before equity in income of investee (16,255) 9,624 680,410 565,890 173,496 Equity in income of investee 54 36 120 109 60 Net income / (loss) (16,201) 9,660 680,530 565,999 173,556 Earnings / (loss) per share, basic $ (0.17) $ 0.10 $ 6.73 $ 5.54 $ 1.76 Earnings / (loss) per share, diluted (0.17) 0.10 6.71 5.52 1.75 Weighted average number of shares outstanding, basic 93,735,549 96,128,173 101,183,829 102,153,255 98,457,929 Weighted average number of shares outstanding, diluted 93,735,549 96,281,389 101,479,072 102,536,966 98,928,011 65 Table of Contents SELECTED CONSOLIDATED BALANCE SHEET DATA AND OTHER FINANCIAL DATA (In thousands of U.S.
Upon the settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA.
Upon the settlement, if the contracted charter rate is less than the average of the rates, for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum.
However, an increase in the severity or duration or a resurgence of the COVID-19 pandemic and any significant disruption of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends. 65 Table of Contents Cash Flows Cash and cash equivalents as of December 31, 2022 were $269.8 million, compared to $450.3 million as of December 31, 2021.
A resurgence of COVID-19 and any significant disruption of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends. 73 Table of Contents Cash Flows Cash and cash equivalents as of December 31, 2023 were $227.5 million, compared to $269.8 million as of December 31, 2022.
The Credit Agricole $62.0 million Facility is secured by the vessels Star Martha, Star Sky , Stardust, Star Despoina and Star Piera . 14.
The Credit Agricole $62.0 million Facility is secured by the vessels Star Martha, Star Sky , Stardust, Star Despoina and Star Piera . 76 Table of Contents 9.
Gain/(Loss) on debt extinguishment: For the year ended December 31, 2022, we incurred a net gain on debt extinguishment of $4.1 million which was primarily due to a write-off of the amount of $5.8 million of the cumulative gain on the hedging instrument previously recognized in equity, following the prepayment of the corresponding loans.
For the year ended December 31, 2022, gain on debt extinguishment was $4.1 million which primarily consists of $5.8 million written off cumulative gain on the hedging instrument previously recognized in equity, following the prepayment of the corresponding loans.
In September 2020, an aggregate amount of $76.5 million was received pursuant to the five sale and leaseback agreements, which was used to pay the remaining amount under the then existing loan facility.
In September 2020, an aggregate amount of $76.5 million was received pursuant to the five sale and leaseback agreements, which was used to pay the remaining amount under the then existing loan facility. In September 2023, we repaid the outstanding amount under the lease agreements using the funds received under the ESUN $140.0 million Facility.
Credit Facility Covenants Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to: · pay dividends if there is an event of default under our credit facilities; · incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist; · create liens on our assets, unless otherwise permitted under our credit facilities; · change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; · acquire new or sell vessels, unless certain conditions exist; · merge or consolidate with, or transfer all, or substantially all, our assets to another person; or · enter into a new line of business.
Prior to its repayment the facility was secured by the vessels Big Bang, Big Fish , Pantagruel , Star Nasia , Star Danai, Star Renee, Star Markella, Star Laura, Star Moira , Star Mariella, Star Helena , Star Maria , Star Triumph , Star Angelina and Star Gwyneth . 80 Table of Contents Credit Facility Covenants Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to: · pay dividends if there is an event of default under our credit facilities; · incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist; · create liens on our assets, unless otherwise permitted under our credit facilities; · change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; · acquire new or sell vessels, unless certain conditions exist; · merge or consolidate with, or transfer all, or substantially all, our assets to another person; or · enter into a new line of business.
Net Cash Provided By / (Used In) Investing Activities Net cash used in investing activities for the year ended December 31, 2022 and 2021 was $20.9 million and $121.3 million, respectively.
Net Cash Provided By / (Used In) Investing Activities Net cash provided by investing activities for the year ended December 31, 2023 was $235.5 million, and net cash used in investing activities for the year ended December 31, 2022 was $20.9 million.
For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2022.
For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2023. However, we are not holding our vessels for sale, unless expressly stated.
However, we are not holding our vessels for sale, unless expressly stated. 76 Table of Contents Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
Dollars, except per share data) 2018 2019 2020 2021 2022 Cash and cash equivalents 204,921 117,819 183,211 450,285 269,754 Current Assets 298,836 266,042 307,411 682,924 502,092 Advances for vessels under construction and acquisition of vessels 59,900 - - - - Vessels and other fixed assets, net 2,656,108 2,965,527 2,877,119 3,013,038 2,881,551 Total assets 3,022,137 3,238,671 3,191,793 3,754,719 3,433,624 Current liabilities (including current portion of long-term bank loans and short-term lease financing) 222,717 310,931 266,432 290,796 282,555 Total long-term bank loans including long term lease financing, excluding current portion, net of unamortized loan and lease issuance costs 1,226,744 1,330,420 1,321,116 1,334,593 1,103,233 8.00% 2019 Notes and 8.30% 2022 Notes, net of unamortized notes issuance costs 48,410 48,821 49,232 - - Common shares 926 961 971 1,023 1,029 Total Shareholders’ equity 1,520,045 1,544,040 1,549,527 2,080,018 2,019,342 Total liabilities and shareholders’ equity 3,022,137 3,238,671 3,191,793 3,754,719 3,433,624 59 Table of Contents OTHER FINANCIAL DATA Dividends declared (nil, $0.05, $0.05, $2.25 and $6.50) - 4,804 4,804 230,473 668,464 Net cash provided by/(used in) operating activities 169,009 88,525 170,552 767,071 769,898 Net cash provided by/(used in) investing activities (325,327) (279,837) (66,334) (121,263) (20,872) Net cash provided by/(used in) financing activities 96,695 103,697 (34,949) (368,068) (935,953) FLEET DATA Average number of vessels 87.7 112.1 116.0 125.4 128.0 Total ownership days for fleet 32,001 40,915 42,456 45,759 46,720 Total available days for fleet 31,614 36,403 40,274 44,059 44,207 Charter-in days for fleet 5,089 6,843 1,414 571 913 AVERAGE DAILY RESULTS (In U.S.
Dollars, except per share and share data) 2019 2020 2021 2022 2023 Cash and cash equivalents $ 117,819 $ 183,211 $ 450,285 $ 269,754 $ 227,481 Current Assets 266,042 307,411 682,924 502,092 454,397 Vessels and other fixed assets, net 2,965,527 2,877,119 3,013,038 2,881,551 2,539,743 Total assets 3,238,671 3,191,793 3,754,719 3,433,624 3,028,255 Current liabilities (including current portion of long-term bank loans and short-term lease financing) 310,931 266,432 290,796 282,555 359,363 Total long-term bank loans including long term lease financing, excluding current portion, net of unamortized loan and lease issuance costs 1,330,420 1,321,116 1,334,593 1,103,233 985,247 8.00% 2019 Notes and 8.30% 2022 Notes, net of unamortized notes issuance costs 48,821 49,232 - - - Common shares 961 971 1,023 1,029 840 Total Shareholders’ equity 1,544,040 1,549,527 2,080,018 2,019,342 1,660,070 Total liabilities and shareholders’ equity $ 3,238,671 $ 3,191,793 $ 3,754,719 $ 3,433,624 $ 3,028,255 66 Table of Contents OTHER FINANCIAL DATA Dividends declared ($0.05, $0.05, $2.25, $6.50 and $1.57) 4,804 4,804 230,473 668,464 158,052 Net cash provided by/(used in) operating activities 88,525 170,552 767,071 769,898 335,777 Net cash provided by/(used in) investing activities (279,837) (66,334) (121,263) (20,872) 235,518 Net cash provided by/(used in) financing activities 103,697 (34,949) (368,068) (935,953) (595,889) FLEET DATA Average number of vessels 112.1 116.0 125.4 128.0 123.3 Total ownership days for fleet 40,915 42,456 45,759 46,720 44,999 Total available days for fleet 36,403 40,274 44,059 44,207 43,357 Charter-in days for fleet 6,843 1,414 571 913 756 AVERAGE DAILY RESULTS (In U.S.
Recent Accounting Pronouncements For recent accounting pronouncements see Note 2 to our consolidated financial statements. B. Liquidity and Capital Resources Our principal sources of funds have been cash flow from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings and proceeds from vessel sales.
Liquidity and Capital Resources Our principal sources of funds have been cash flow from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings and proceeds from vessel sales.
As a result, the TCE rate for the year ended December 31, 2022 was $25,461 compared to $26,978 for the year ended December 31, 2021 which is indicative of the weaker market conditions that prevailed during the year compared to the preceding year and especially the increase of bunker costs.
As a result, the TCE rate for the year ended December 31, 2023 was $15,824 compared to $25,461 for the year ended December 31, 2022, which is indicative of the weaker market conditions that prevailed during the year compared to the preceding year.

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Biggest changeDuring the years 2020, 2021, 2022 and up to February 16, 2023, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities: · On May 25, 2020, 714,540 restricted common shares were granted to certain of the Company’s directors and officers of which 469,920 restricted common shares vested in August 2020, 122,310 restricted common shares vested in May 2021 and the remaining 122,310 restricted common shares vest in May 2023. · On June 7, 2021, 226,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 113,250 restricted common shares vested in September 2021, 56,625 restricted common shares vested in June 2022 and the remaining 56,625 restricted common shares vest in June 2024. · On April 11, 2022, 810,000 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 528,745 restricted common shares vested in October 2022, 193,405 restricted common shares vest in April 2023 and the remaining 87,850 restricted common shares vest in April 2025. · As of the date of this annual report, 94,519 common shares are available under the Equity Incentive Plans. 86 Table of Contents On June 7, 2021, our Board of Directors amended an incentive program that had been previously announced in January 2019 (the “Performance Incentive Program”) which provides for the issuance of shares pursuant to performance conditions being met.
Biggest changeDuring the years 2021, 2022, 2023 and up to February 9, 2024, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities: • On June 7, 2021, 226,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 113,250 restricted common shares vested in September 2021, 56,625 restricted common shares vested in June 2022 and the remaining 56,625 restricted common shares vest in June 2024. • On April 11, 2022, 535,005 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 359,305 restricted common shares vested in October 2022, 87,850 restricted common shares vested in April 2023 and the remaining 87,850 restricted common shares vest in April 2025. • On May 16, 2023, 416,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 279,500 restricted common shares vested in November 2023, 68,500 restricted common shares vest in May 2024 and the remaining 68,500 restricted common shares vest in May 2026. • As of the date of this annual report, 72,959 common shares are available under the Equity Incentive Plans.
Sherman Lau has served on our Board of Directors since May 2021. He is a senior vice president on the Distressed Opportunities team in Los Angeles. Prior to joining Oaktree in 2015, Mr. Lau spent two years as an investment banking analyst in the Financial Sponsors Group at Barclays.
Sherman Lau, Director Mr. Sherman Lau has served on our Board of Directors since May 2021. He is a senior vice president on the Distressed Opportunities team in Los Angeles. Prior to joining Oaktree in 2015, Mr. Lau spent two years as an investment banking analyst in the Financial Sponsors Group at Barclays.
Committees of the Board of Directors Our audit committee which is currently comprised of two independent directors, is responsible for, among other things, (i) reviewing our accounting controls, (ii) making recommendations to the Board of Directors with respect to the engagement of our outside auditors and (iii) reviewing all related party transactions for potential conflicts of interest and all those related party transactions and subject to approval by our audit committee.
Committees of the Board of Directors Our audit committee which is currently comprised of two independent directors, is responsible for, among other things, (i) reviewing our accounting controls, (ii) making recommendations to the Board of Directors with respect to the engagement of our independent auditors and (iii) reviewing all related party transactions for potential conflicts of interest and all those related party transactions and subject to approval by our audit committee.
From 1984-1999 he worked at Lazard Frères & Co.; from 1995 onward as general partner and head of shipping. Mr. Norton is a director of Neptune Lines and the Safariland Group. Mr. Norton received an AB in Physics from Harvard and a Ph.D. in Physics from University of Chicago. Simos Spyrou, Co-Chief Financial Officer Mr.
From 1984-1999 he worked at Lazard Frères & Co.; from 1995 onward as general partner and head of shipping. Mr. Norton is a director of Neptune Lines and the Safariland Group. Mr. Norton received an AB in Physics from Harvard and a Ph.D. in Physics from University of Chicago. 91 Table of Contents Simos Spyrou, Co-Chief Financial Officer Mr.
Karellis received his MSc in Mechanical Engineering from the National Technical University of Athens and received an MBA in Finance from the Wharton School, University of Pennsylvania. 83 Table of Contents Arne Blystad, Director Mr. Arne Blystad has served on our Board of Directors since July 2018. He is an independent investor located in Oslo, Norway.
Karellis received his MSc in Mechanical Engineering from the National Technical University of Athens and received an MBA in Finance from the Wharton School, University of Pennsylvania. Arne Blystad, Director Mr. Arne Blystad has served on our Board of Directors since July 2018. He is an independent investor located in Oslo, Norway.
In addition, based on 7.5% of the actual Excess Savings as of December 31, 2022, and the closing price of our common stock as of that date of $19.23, 450,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on February 27, 2023 . C.
Based on 7.5% of the actual Excess Savings as of December 31, 2022, and the closing price of our common stock as of that date of $19.23, 450,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on February 27, 2023.
Mahesh Balakrishnan and Mr. Spyros Capralos, who is the Chairman of the committee. Our Nominating Committee consists of Mr. Spyros Capralos, Mr. Brian Laibow and Mr. Koert Erhardt, who is the Chairman of the committee. Our ESG Committee consists of Mrs. Eleni Vrettou, Mr. Nikolaos Karellis and Mr. Mahesh Balakrishnan, who is the Chairman of the ESG Committee.
Mahesh Balakrishnan and Mr. Spyros Capralos, who is the Chairman of the committee. Our Nominating Committee consists of Mr. Spyros Capralos and Mr. Koert Erhardt, who is the Chairman of the committee. Our ESG Committee consists of Mrs. Eleni Vrettou, Mr. Nikolaos Karellis and Mr. Mahesh Balakrishnan, who is the Chairman of the ESG Committee.
Zagari holds a Diploma in Commercial Operation of Shipping at Guldhall University London. Charis Plakantonaki, Chief Strategy Officer Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning, and in 2017 she assumed the position of Chief Strategy Officer.
Zagari holds a Diploma in Commercial Operation of Shipping at Guldhall University London. 93 Table of Contents Charis Plakantonaki, Chief Strategy Officer Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning, and in 2017 she assumed the position of Chief Strategy Officer.
Related Party Transactions-Consultancy Agreements.” Equity Incentive Plans On May 25, 2020, June 7, 2021 and April 11, 2022, our Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”), the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) and the 2022 Equity Incentive Plan (the “ 2022 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards.
Related Party Transactions –– Consultancy Agreements.” Equity Incentive Plans On June 7, 2021, April 11, 2022 and May 16, 2023, our Board of Directors approved the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), the 2022 Equity Incentive Plan (the “ 2022 Equity Incentive Plan”), and the 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards.
Compensation of Directors and Senior Management For the year ended December 31, 2022, aggregate compensation to our senior management was $2.3 million under the employment agreements. Non- employee directors of Star Bulk receive an annual cash retainer of $15,000, each.
Compensation of Directors and Senior Management For the year ended December 31, 2023, aggregate compensation to our senior management was $2.6 million under the employment agreements. Non-employee directors of Star Bulk receive an annual cash retainer of $15,000, each.
We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2022 was approximately $0.2 million. Employment and Consultancy Agreements We are a party to employment and consultancy agreements with certain members of our senior management team.
We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2023 was approximately $0.2 million. 94 Table of Contents Employment and Consultancy Agreements We are a party to employment and consultancy agreements with certain members of our senior management team.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. D. Employees As of December 31, 2022, we had 209 employees including our executive officers. E.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. D. Employees As of December 31, 2023, we had 216 employees including our executive officers. E.
Board Diversity Matrix Country of Principal Executive Offices: Greece Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 11 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 9 - - Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 1 LGBTQ+ - Did Not Disclose Demographic Background 2 88 Table of Contents
Board Diversity Matrix Country of Principal Executive Offices: Greece Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 9 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 8 - - Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 1 LGBTQ+ - Did Not Disclose Demographic Background 8
We reserved a total of 1,100,000 common shares, 515,000 common shares and 810,000 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans.
We reserved a total of 515,000 common shares, 810,000 common shares and 631,500 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans.
From April 2019 to April 2022 Ms. Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Board of Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones.
Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Board of Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones.
The term of each class of directors expires as follows: · The term of the Class A directors expires at the 2023 Annual General Meeting set for May 8, 2023; · The term of the Class B directors expires in 2024; and · The term of the Class C directors expires in 2025.
The term of each class of directors expires as follows: · The term of the Class A directors expires in 2026; · The term of the Class B directors expires at the 2024 Annual General Meeting set for May 14, 2024; and · The term of the Class C directors expires in 2025.
For the years ended December 31, 2021 and 2022, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, 5% and 7.5%, respectively, of Excess Savings to be awarded by the Board of Directors for the first year and 5% for the following two years of the program, and as a result an amount of $1.2 million and $9.6 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated statement of operations for the years ended December 31, 2021 and 2022 .
For the years ended December 31, 2021, 2022 and 2023, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, a range between 5% and 7.5% of Excess Savings to be awarded by the Board of Directors, and as a result an amount of $1.2 million, $9.6 million and $8.8 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated income statements for the years ended December 31, 2021, 2022 and 2023 .
Our newly established ESG Committee is responsible for providing guidance and supporting the development of our ESG strategy, evaluating and recommending ESG initiatives and practices and ensuring that we promote and integrate environmental, social and governance matters into our strategy and core business operations.
Our ESG Committee, which is currently comprised of three independent directors, is responsible for providing guidance and supporting the development of our ESG strategy, evaluating and recommending ESG initiatives and practices and ensuring that we promote and integrate environmental, social and governance matters into our strategy and core business operations.
The Equity Incentive Plans permit issuance of restricted shares, grants of options to purchase common shares, share appreciation rights, restricted shares, restricted share units and unrestricted shares. 85 Table of Contents Under the terms of the Equity Incentive Plans, share options and share appreciation rights granted under the Equity Incentive Plans will have an exercise price per common share equal to the fair market value of a common share on the date of grant, unless otherwise determined by the administrator of the Equity Incentive Plans, but in no event will the exercise price be less than the fair market value of a common share on the date of grant.
Under the terms of the Equity Incentive Plans, share options and share appreciation rights granted under the Equity Incentive Plans will have an exercise price per common share equal to the fair market value of a common share on the date of grant, unless otherwise determined by the administrator of the Equity Incentive Plans, but in no event will the exercise price be less than the fair market value of a common share on the date of grant.
Our compensation committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our senior executive officers’ compensation and benefits. 87 Table of Contents Our nominating and corporate governance committee, which is comprised of three independent directors, is responsible for, among other things, (i) recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governance practices.
Our nominating and corporate governance committee, which is currently comprised of two independent directors, is responsible for, among other things, (i) recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governance practices.
He has been active on a number of creditors’ committees, including ad hoc committees in the Lehman Brothers and LyondellBasell restructurings. Prior to Oaktree, Mr. Balakrishnan spent two years as an analyst in the Financial Sponsors & Leveraged Finance group at UBS Investment Bank. Mr. Balakrishnan graduated cum laude with a B.A. degree in Economics (Honors) from Yale University.
He has been active on a number of creditors’ committees, including ad hoc committees in the Lehman Brothers and LyondellBasell restructurings. Prior to Oaktree, Mr. Balakrishnan spent two years as an analyst in the Financial Sponsors & Leveraged Finance group at UBS Investment Bank. Mr.
He also founded Oceanbulk Maritime S.A. affiliated companies, which are involved in the ownership and management sectors of the shipping industry. Mr. Pappas serves on the board of directors of the UK Defense Club, a leading insurance provider of legal defense services in the shipping industry worldwide and is a member of the Union of Greek Ship Owners (UGS). Mr.
He also founded Oceanbulk Maritime S.A. affiliated companies, which are involved in the ownership and management sectors of the shipping industry. Mr. Pappas serves on the board of directors of the UK Defense Club, a leading insurance provider of legal defense services in the shipping industry worldwide and GARD P.&I.
Share Ownership With respect to the total amount of common shares owned by all of our officers and directors, individually and as a group, see “Item 7. Major Shareholders and Related Party Transactions.” F. Board Diversity Matrix The table below provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.
Share Ownership With respect to the total amount of common shares owned by all of our officers and directors, individually and as a group, see “Item 7. Major Shareholders and Related Party Transactions.” 97 Table of Contents F.
Following the completion of his studies at Oxford, he obtained a post graduate degree in Banking and Finance, from Athens University of Economics & Business. 82 Table of Contents Christos Begleris, Co-Chief Financial Officer Mr. Christos Begleris has served as our Co-Chief Financial Officer since 2014.
Following the completion of his studies at Oxford, he obtained a post graduate degree in Banking and Finance, from Athens University of Economics & Business. Christos Begleris, Co-Chief Financial Officer Mr. Christos Begleris has served as our Co-Chief Financial Officer since 2014. Until March 2013 he was a strategic project manager and senior finance executive at Thenamaris (Ships Management) Inc.
Until March 2013 he was a strategic project manager and senior finance executive at Thenamaris (Ships Management) Inc. From 2005 to 2006, Mr. Begleris worked in the principal investments group of London & Regional Properties based in London, where he was responsible for the origination and execution of large real estate acquisition projects throughout Europe. From 2002 to 2005, Mr.
From 2005 to 2006, Mr. Begleris worked in the principal investments group of London & Regional Properties based in London, where he was responsible for the origination and execution of large real estate acquisition projects throughout Europe. From 2002 to 2005, Mr.
Our directors and executive officers are as follows: Name Age Position Petros Pappas 70 Chief Executive Officer and Class C Director Spyros Capralos 68 Non-Executive Chairman and Class C Director Hamish Norton 64 President Simos Spyrou 48 Co-Chief Financial Officer Christos Begleris 41 Co-Chief Financial Officer Nicos Rescos 51 Chief Operating Officer Charis Plakantonaki 43 Chief Strategy Officer Koert Erhardt 67 Class B Director Mahesh Balakrishnan 40 Class A Director Nikolaos Karellis 72 Class A Director Arne Blystad 68 Class C Director Raffaele Zagari 54 Class C Director Brian Laibow 46 Class B Director Sherman Lau 29 Class B Director Katherine Ralph 45 Class A Director Eleni Vrettou 44 Class A Director 81 Table of Contents Petros Pappas, Chief Executive Officer and Director Mr.
Our directors and executive officers are as follows: Name Age Position Petros Pappas 71 Chief Executive Officer and Class C Director Spyros Capralos 69 Non-Executive Chairman and Class B Director Hamish Norton 65 President Simos Spyrou 49 Co-Chief Financial Officer Christos Begleris 42 Co-Chief Financial Officer Nicos Rescos 52 Chief Operating Officer Charis Plakantonaki 44 Chief Strategy Officer Zenon Kleopas 69 Executive Vice President – Green Energy & Technology Koert Erhardt 68 Class B Director Mahesh Balakrishnan 41 Class A Director Nikolaos Karellis 73 Class A Director Arne Blystad 69 Class C Director Raffaele Zagari 55 Class C Director Sherman Lau 30 Class B Director Eleni Vrettou 45 Class A Director 90 Table of Contents Petros Pappas, Chief Executive Officer and Director Mr.
Shareholders’ approval of Equity Incentive Plans amendments may be required in certain definitive, pre-determined circumstances if required by applicable rules of a national securities exchange or the Commission. Unless terminated earlier by the Board of Directors, the Equity Incentive Plans will expire ten years from the date on which the Equity Incentive Plans were adopted by the Board of Directors.
Shareholders’ approval of Equity Incentive Plans amendments may be required in certain definitive, pre-determined circumstances if required by applicable rules of a national securities exchange or the Commission.
Pappas received his B.A. in Economics and his MBA from The University of Michigan, Ann Arbor. Mr. Pappas was awarded the 2014 Lloyd’s List Greek Awards “Shipping Personality of the Year.” Spyros Capralos, Non-Executive Chairman and Director Mr. Spyros Capralos has served since July 2014 as the Non-Executive Chairman of our Board of Directors and as a director.
Ltd., a leading mutual insurance association, and is a member of the Union of Greek Ship Owners (UGS). Mr. Pappas received his B.A. in Economics and his MBA from The University of Michigan, Ann Arbor. Mr. Pappas was awarded the 2014 Lloyd’s List Greek Awards “Shipping Personality of the Year.” Spyros Capralos, Non-Executive Chairman and Director Mr.
He is also the Chairman of the Compensation Committee. From February 2011 to July 2014, Mr. Capralos served as our Chief Executive Officer, President and director. Effective as of January 1, 2015, Mr. Capralos also serves as Chief Executive Officer of Oceanbulk Container Carriers LLC. From October 2004 to October 2010, Mr.
Spyros Capralos has served since July 2014 as the Non-Executive Chairman of our Board of Directors and as a director. He is also the Chairman of the Compensation Committee. From February 2011 to July 2014, Mr. Capralos served as our Chief Executive Officer, President and director. From October 2004 to October 2010, Mr.
Nikolaos Karellis, Director Mr. Nikolaos Karellis has served as a director of our Board of Directors since May 2016 and as Chairman of the Audit Committee since May 2020. Mr. Karellis is currently a Director of the advisory firm MARININVEST ADVISERS LTD and has more than 35 years of experience in the shipping sector in financial institutions.
Karellis is currently a Director of the advisory firm MARININVEST ADVISERS LTD and has more than 35 years of experience in the shipping sector in financial institutions.
The Equity Incentive Plans are administered by our compensation committee, or such other committee of our Board of Directors as may be designated by the board.
The Equity Incentive Plans are administered by our compensation committee, or such other committee of our Board of Directors as may be designated by the board. The Equity Incentive Plans permit issuance of restricted shares, grants of options to purchase common shares, share appreciation rights, restricted shares, restricted share units and unrestricted shares.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. Messrs Petros Pappas, Spyros Capralos, Arne Blystad and Raffaele Zagari were re-elected to the Board of Directors at the Company’s 2022 Annual Meeting of Shareholders held on May 11, 2022.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. Messrs. Mahesh Balakrishnan and Nikolaos Karellis and Mss. Katherine Ralph and Eleni Vrettou were re-elected to the Board of Directors at the Company’s 2023 Annual Meeting of Shareholders held on May 8, 2023. Oaktree caused Mr.
The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans. As of February 16, 2023, there are 460,190 common shares unvested from the 2020, 2021 and 2022 Equity Incentive Plans.
As of February 9, 2024, there are 364,001 common shares unvested from the 2021, 2022, and 2023 Equity Incentive Plans.
Eleni Vrettou, Director Eleni Vrettou serves as the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas of investment, corporate and commercial banking. Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development.
He received his B.B.A. degree with highest distinction in economics from the University of California, San Diego. Eleni Vrettou, Director Eleni Vrettou serves as the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas of investment, corporate and commercial banking.
She also serves on the Board of Trustees of the Anatolia College, on the Advisory Board of Blue Growth and on the Advisory Board of Seafair. Brian Laibow, Director Mr. Brian Laibow has served on our Board of Directors since January 2020.
She also serves on the Board of Trustees of the Anatolia College, on the Advisory Board of Blue Growth and on the Advisory Board of Seafair. Zenon Kleopas, Executive Vice President – Green Energy & Technology Zenon Kleopas is our Executive Vice President - Green Energy & Technology of Star Bulk.
Removed
Our Board of Directors is comprised of eleven Directors.
Added
Ryan Lee and Ms. Katherine Ralph, two of Oaktree’s previously designee directors, to resign following the Oaktree Share Repurchases discussed above under “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources. Our Board of Directors is comprised of nine Directors.
Removed
He is a Managing Director in Oaktree where he has worked since 2006 following graduation from Harvard Business School, where he received his M.B.A. Before attending Harvard, Mr. Laibow worked at Caltius Private Equity, a middle market LBO firm in Los Angeles, as a senior business analyst at McKinsey & Company, and as an investment banking intern at J.P. Morgan.
Added
Pursuant to the Eagle Merger Agreement, Star Bulk has agreed to cause, effective as of the Effective Time, one existing director of the Eagle board of directors as of the date of the Eagle Merger Agreement to be appointed to the Star Bulk Board of Directors.
Removed
Mr. Laibow graduated magna cum laude with a B.A. degree in economics from Dartmouth College and studied economics at Oxford University. He serves on the Dartmouth College endowment Investment Committee, Brentwood School Finance Committee, board of the Independent School Alliance for Minority Affairs and is a member of Young Presidents Organization (YPO). 84 Table of Contents Sherman Lau, Director Mr.
Added
Balakrishnan graduated cum laude with a B.A. degree in Economics (Honors) from Yale University. 92 Table of Contents Nikolaos Karellis, Director Mr. Nikolaos Karellis has served as a director of our Board of Directors since May 2016 and as Chairman of the Audit Committee since May 2020. Mr.
Removed
He received his B.B.A. degree with highest distinction in economics from the University of California, San Diego. Katherine Ralph, Director Ms. Katherine Ralph is a Managing Director in Oaktree Capital’s Opportunities Funds based in London where she has worked since 2013. Prior to joining Oaktree, Ms.
Added
He was actively involved in the acquisition of Star Bulk's fleet in 2007 and 2008. He has extensive experience in ship operations and supervising ship management through his continuous employment in shipping companies in the U.K. and Greece since 1980. Mr.
Removed
Ralph spent over nine years at Linklaters LLP, where she specialized in cross-border restructurings and insolvency. Ms. Ralph holds both a B.A. (hons) degree from the University of Cambridge, and graduated cum laude with an LL.M. in banking, corporate and finance law from Fordham University. Ms. Ralph is fluent in Italian.
Added
Kleopas has worked for various shipping companies namely Victoria Steamship Co Ltd (London), Marship Corporation, Astron Maritime SA, Combine Marine Inc. and Oceanbulk Maritime SA. Before joining Star Bulk, Mr. Kleopas was the general manager of Combine Marine Inc. and the managing director of Oceanbulk Maritime SA. Mr.
Added
Kleopas received a B.Sc. degree in 1978 and a M.Sc. degree in 1980 from Glasgow University, in Naval Architecture & Ocean Engineering. He is a member of the Technical Chamber of Greece, the Royal Institution of Naval Architects (UK), the Marine Technical Managers' Association of Greece and the Hellenic Technical Committee of classification societies Bureau Veritas and RINA.
Added
Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development. From April 2019 to April 2022 Ms.
Added
Unless terminated earlier by the Board of Directors, the Equity Incentive Plans will expire ten years from the date on which the Equity Incentive Plans were adopted by the Board of Directors. 95 Table of Contents The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans.
Added
On June 7, 2021, our Board of Directors amended an incentive program that had been previously announced in January 2019 (the “Performance Incentive Program”) which provides for the issuance of shares pursuant to performance conditions being met.
Added
In addition, based on 7.5% of the actual Excess Savings as of December 31, 2023, and the closing price of our common stock as of that date of $21.26, 370,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on March 8, 2024 . 96 Table of Contents C.
Added
Our compensation committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our senior executive officers’ compensation and benefits.
Added
Board Diversity Matrix The table below provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

63 edited+13 added−18 removed46 unchanged
Biggest change“ Other Large Holder Effective Voting Percentage ” means, with respect to an Other Large Holder as of the record date for the determination of shareholders entitled to vote or consent to any matter, the ratio (expressed as a percentage) of (a) the sum of (i) the number of Voting Securities of the Company beneficially owned by such Other Large Holder as of such record date, plus (ii) the product of (x) the excess (if any) of the number of Voting Securities of the Company beneficially owned in the aggregate by the Oaktree Shareholders and their Affiliates as of such record date, over the number of Voting Securities of the Company that is equal to the product of the total number of Voting Securities of the Company outstanding as of such record date, multiplied by the Voting Cap Percentage applicable with respect to such matter, multiplied by (y) a percentage equal to (I) the number of Voting Securities of the Company beneficially owned by such Other Large Holder as of such record date, divided by (II) the number of Voting Securities of the Company beneficially owned by all shareholders (other than the Oaktree Shareholders and their Affiliates) as of such record date and with respect to which a vote was cast or consent given (for or against) in respect of such matter, divided by (b) the total number of Voting Securities of the Company outstanding as of such record date.
Biggest change“ Other Large Holder ” means, with respect to any matter in which the shareholders are entitled to vote or consent, any Person or Group that is not an Oaktree Shareholder, an Affiliate of an Oaktree Shareholder or a Group that includes any of the foregoing; provided , however , that if the Oaktree Shareholders, on the one hand, and the Pappas Investors, on the other hand, are entitled to vote on or consent to such matter and a majority of the Voting Securities held by the Pappas Investors are voting on or consenting to such matter in the same manner as a majority of the Voting Securities held by the Oaktree Shareholders (i.e., both positions of Voting Securities are “for” or both positions of Voting Securities are “against”), then an “Other Large Holder” shall mean any Person or Group that is not an Oaktree Shareholder, a Pappas Investor, an Affiliate of either of the foregoing or a Group that includes any of the foregoing. 106 Table of Contents “ Other Large Holder Effective Voting Percentage ” means, with respect to an Other Large Holder as of the record date for the determination of shareholders entitled to vote or consent to any matter, the ratio (expressed as a percentage) of (a) the sum of (i) the number of Voting Securities of the Company beneficially owned by such Other Large Holder as of such record date, plus (ii) the product of (x) the excess (if any) of the number of Voting Securities of the Company beneficially owned in the aggregate by the Oaktree Shareholders and their Affiliates as of such record date, over the number of Voting Securities of the Company that is equal to the product of the total number of Voting Securities of the Company outstanding as of such record date, multiplied by the Voting Cap Percentage applicable with respect to such matter, multiplied by (y) a percentage equal to (I) the number of Voting Securities of the Company beneficially owned by such Other Large Holder as of such record date, divided by (II) the number of Voting Securities of the Company beneficially owned by all shareholders (other than the Oaktree Shareholders and their Affiliates) as of such record date and with respect to which a vote was cast or consent given (for or against) in respect of such matter, divided by (b) the total number of Voting Securities of the Company outstanding as of such record date.
However, if and to the extent that from time to time after the closing of the Merger Mr. Petros Pappas may be considered an Affiliate of any Oaktree Shareholder, the foregoing waivers do not apply to Mr. Petros Pappas, and any provisions governing corporate opportunities set forth in the Pappas Shareholders Agreement with respect to Mr.
However, if and to the extent that from time to time after the closing of the Oceanbulk Merger Mr. Petros Pappas may be considered an Affiliate of any Oaktree Shareholder, the foregoing waivers do not apply to Mr. Petros Pappas, and any provisions governing corporate opportunities set forth in the Pappas Shareholders Agreement with respect to Mr.
No Aggregation with Oaktree We have agreed to acknowledge that the Pappas Shareholders have made investments and entered into business arrangements with the Oaktree Shareholders outside those subject to the Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company.
No Aggregation with Oaktree We have agreed to acknowledge that the Pappas Shareholders have made investments and entered into business arrangements with the Oaktree Shareholders outside those subject to the Oceanbulk Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company.
Petros Pappas, his immediate family and certain affiliates thereof (immediately prior to the Merger) or their respective Affiliates (collectively, the “Pappas Investors”) outside those subject to the Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company.
Petros Pappas, his immediate family and certain affiliates thereof (immediately prior to the Oceanbulk Merger) or their respective Affiliates (collectively, the “Pappas Investors”) outside those subject to the Oceanbulk Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company.
We refer to such nominees, as described in the immediately preceding sentence, including the persons designated at the closing of the Merger, as the Oaktree Designees. During any period the Oaktree Shareholders are entitled to nominate four Directors pursuant to the Oaktree Shareholders Agreement: (i) if Mr.
We refer to such nominees, as described in the immediately preceding sentence, including the persons designated at the closing of the Oceanbulk Merger, as the Oaktree Designees. During any period the Oaktree Shareholders are entitled to nominate four Directors pursuant to the Oaktree Shareholders Agreement: (i) if Mr.
The address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (3) Pursuant to SC 13G filing dated February 14, 2023. (4) These numbers of shares do not include shares beneficially owned by Messrs.
The address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (3) Pursuant to SC 13G filing dated February 14, 2024. (4) These numbers of shares do not include shares beneficially owned by Messrs.
Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and “Entities affiliated with Raffaele Zagari”, respectively, above. Our major shareholders, save for what is referred below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of our outstanding common shares.
Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and “Entities affiliated with Raffaele Zagari ”, respectively, above. Our major shareholders, save for what is referred below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of our outstanding common shares.
For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, unless specifically invited in writing by the Board of Directors (with Disinterested Director Approval), neither Oaktree nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) to vote, or seek to influence any person other than the Oaktree Shareholders with respect to the voting of, any of our Voting Securities (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), or (iv) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing activities.
If in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, unless specifically invited in writing by the Board of Directors (with Disinterested Director Approval), neither Oaktree nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) to vote, or seek to influence any person other than the Oaktree Shareholders with respect to the voting of, any of our Voting Securities (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), or (iv) enter into any negotiations, arrangements or understandings with any third-party with respect to any of the foregoing activities.
Consultancy Agreements During the years ended December 31, 2020, 2021 and 2022 and as of December 31, 2022, we were a party to three consultancy agreements in each case with a separate company owned and controlled by each of our Co-Chief Financial Officers, Messrs. Simos Spyrou and Christos Begleris and our Chief Operating Officer, Mr. Nicos Rescos.
Consultancy Agreements During the years ended December 31, 2021, 2022 and 2023 and as of December 31, 2023, we were a party to three consultancy agreements in each case with a separate company owned and controlled by each of our Co-Chief Financial Officers, Messrs. Simos Spyrou and Christos Begleris and our Chief Operating Officer, Mr. Nicos Rescos.
We entered into a services agreement with Interchart for chartering, brokering and commercial services for all of our vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315,000 ($325,000 monthly fee for the earlier period in 2019) and then amended to increase the monthly fee to $345,000 until December 31, 2022.
We entered into a services agreement with Interchart for chartering, brokering and commercial services for all of our vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315,000 ($325,000 monthly fee for the earlier period in 2019) and then amended to increase the monthly fee to $345,000 until December 31, 2023.
“ Common Shares ” means the shares of common stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other Person into which such stock is reclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends, subdivisions, recapitalizations and the like).
“ Preferred Shares ” means the shares of preferred stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other Person into which such stock is reclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends, subdivisions, recapitalizations and the like).
Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of VOF, Fund IX, Parallel 2, Dry Bulk Holdings, OCM XL, Oaktree OBC and FIE, may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein.
Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of Fund IX, Parallel 2, Dry Bulk Holdings, Oaktree OBC and FIE may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein.
We have also agreed to establish and maintain an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), as well as such other Board of Directors committees as the board of directors deems appropriate from time to time or as may be required by applicable law or the rules of Nasdaq (or other stock exchange or securities market on which the Common Shares are at any time listed or quoted).
Lau. 102 Table of Contents We have also agreed to establish and maintain an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), as well as such other Board of Directors committees as the board of directors deems appropriate from time to time or as may be required by applicable law or the rules of Nasdaq (or other stock exchange or securities market on which the Common Shares are at any time listed or quoted).
Related Party Transactions For a description of all of our Related Party Transactions, see also Note 3 (Transaction with Related Parties) to our consolidated financial statements included herein for more information. 89 Table of Contents Transactions with Oceanbulk Maritime S.A. and affiliates Oceanbulk Maritime S.A., a related party, is a ship management company and is controlled by Ms. Milena-Maria Pappas.
Related Party Transactions For a description of all of our Related Party Transactions, see also Note 3 (Transaction with Related Parties) to our consolidated financial statements included herein for more information. Transactions with Oceanbulk Maritime S.A. and affiliates Oceanbulk Maritime S.A., a related party, is a ship management company and is controlled by Ms. Milena-Maria Pappas.
Standstill Restrictions For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our outstanding Voting Securities, the Oaktree Shareholders and their Affiliates have agreed not to, directly or indirectly, acquire (i) the beneficial ownership of any additional of our Voting Securities, (ii) the beneficial ownership of any other of our Equity Securities that derive their value from any of our Voting Securities or (iii) any rights, options or other derivative securities or contracts or instruments to acquire such beneficial ownership that derive their value from such Voting Securities or other Equity Securities, in each case of clauses (i), (ii) and (iii), if, immediately after giving effect to any such acquisition, Oaktree Shareholders and their Affiliates would beneficially own in the aggregate more than a percentage of our outstanding Voting Securities equal to (A) the Oaktree Shareholders’ ownership percentage of our Voting Securities immediately after the closing of the Merger (i.e., approximately 61.3%) plus (B) 2.5%.
Standstill Restrictions If in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our outstanding Voting Securities, the Oaktree Shareholders and their Affiliates have agreed not to, directly or indirectly, acquire (i) the beneficial ownership of any additional of our Voting Securities, (ii) the beneficial ownership of any other of our Equity Securities that derive their value from any of our Voting Securities or (iii) any rights, options or other derivative securities or contracts or instruments to acquire such beneficial ownership that derive their value from such Voting Securities or other Equity Securities, in each case of clauses (i), (ii) and (iii), if, immediately after giving effect to any such acquisition, Oaktree Shareholders and their Affiliates would beneficially own in the aggregate more than a percentage of our outstanding Voting Securities equal to (A) the Oaktree Shareholders’ ownership percentage of our Voting Securities immediately after the closing of the Oceanbulk Merger (i.e., approximately 61.3%) plus (B) 2.5%.
Petros Pappas and/or any employment or services agreement between the Company and Mr.
Petros Pappas and/or any employment or services agreement between the Company and Mr. Petros Pappas control.
The Oaktree Shareholders are entitled to nominate four (but in no event more than four) Directors (each such nominee, including the persons designated at the closing of the Merger as described in the preceding paragraph the “Oaktree Designees”) to the Board of Directors for so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 40% or more of our outstanding Voting Securities.
The Oaktree Shareholders are entitled to nominate four (but in no event more than four) Directors (each such nominee, including the persons designated at the closing of the Oceanbulk Merger as described in the preceding paragraph the “Oaktree Designees”) to the Board of Directors if the Oaktree Shareholders and their Affiliates in the aggregate beneficially own (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Rule 13d-3 under the Exchange Act) 40% or more of our outstanding Voting Securities.
(“AOM”) On September 24, 2019, we chartered-in the vessel AOM Marta , which is owned by AOM, an entity affiliated with Augustea Atlantica SpA and certain members of our Board of Directors. The agreed rate for chartering-in AOM Marta was index-linked, and the vessel was redelivered to her owners on June 8, 2021.
Augustea Oceanbulk Maritime Malta Ltd. (“AOM”) On September 24, 2019, we chartered-in the vessel AOM Marta , which is owned by AOM, an entity affiliated with Augustea Atlantica SpA and certain members of our Board of Directors. The agreed rate for chartering-in AOM Marta was index-linked, and the vessel was redelivered to her owners on June 8, 2021.
Petros Pappas control. 95 Table of Contents Certain Exclusions The restrictions described in “Voting,” “Standstill Restrictions” and “Limitations on Transfer; No Control Premium” of this summary do not apply to portfolio companies of the Oaktree Shareholders or their Affiliates unless Oaktree (or its successor) possesses at least 50% of the voting power of such portfolio companies or an action of such portfolio company is taken at the express request or direction of, or in coordination with, an Oaktree Shareholder or its affiliate investment funds.
Certain Exclusions The restrictions described in “Voting,” “Standstill Restrictions” and “Limitations on Transfer; No Control Premium” of this summary do not apply to portfolio companies of the Oaktree Shareholders or their Affiliates unless Oaktree (or its successor) possesses at least 50% of the voting power of such portfolio companies or an action of such portfolio company is taken at the express request or direction of, or in coordination with, an Oaktree Shareholder or its affiliate investment funds.
Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously by Augustea Technoservices Ltd. The management fees incurred for the years ended December 31, 2020, 2021 and 2022 were $6.6 million, $6.5 million and $1.3 million, respectively, and are included in “Management fees” in the consolidated statements of operations.
Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously by Augustea Technoservices Ltd. The management fees incurred for the years ended December 31, 2021 and 2022 were $6.5 million and $1.3 million, respectively, and are included in “Management fees” in the consolidated income statements.
One of the affiliated companies of Oceanbulk Maritime S.A provides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2020, 2021 and 2022 were $0.3 million, $0.3 million and $0.2 million, respectively, and are included in General and administrative expenses in the consolidated statements of operations.
One of the affiliated companies of Oceanbulk Maritime S.A provides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2021, 2022 and 2023 were $0.3 million, $0.2 million and $0.2 million, respectively, and are included in General and administrative expenses in the consolidated income statements.
In aggregate, the related expenses under the consultancy agreements for 2020, 2021 and 2022 were $0.6 million, $0.5 million and $0.5 million respectively, and are included in General and administrative expenses in the consolidated statements of operations. In addition, non-employee directors of the Board of Directors and each chairman of our standing committees receive an annual cash retainer.
In aggregate, the related expenses under the consultancy agreements for 2021, 2022 and 2023 were $0.5 million, $0.5 million and $0.6 million respectively, and are included in General and administrative expenses in the consolidated income statements. In addition, non-employee directors of the Board of Directors and each chairman of our standing committees receive an annual cash retainer.
Major Shareholders The following table presents certain information as of February 16, 2023, February 16, 2022 and February 26, 2021 regarding the ownership of our common shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors.
Major Shareholders The following table presents certain information as of February 9, 2024, February 16, 2023, and February 16, 2022 regarding the ownership of our common shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors.
Certain Definitions For purposes of this description of the Pappas Shareholders Agreement, the following definitions apply: “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
Petros Pappas ceases to be a Director. 109 Table of Contents Certain Definitions For purposes of this description of the Pappas Shareholders Agreement, the following definitions apply: “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mrs. Milena-Maria Pappas. The lease agreement provides for a monthly rental of €300 (approximately $321, using the exchange rate as of December 31, 2022, which was $1.07 per euro). Interchart Shipping Inc.
In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mrs. Milena-Maria Pappas. The lease agreement provides for a monthly rental of €300 (approximately $330, using the exchange rate as of December 31, 2023, which was $1.10 per euro). Interchart Shipping Inc.
Capitalized terms that are used in this description of the Pappas Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.” General The Pappas Shareholders Agreement, which entered into effect on July 11, 2014, upon the closing of the Merger, governs the ownership interest of Mr. Petros Pappas and his children, Ms.
Capitalized terms that are used in this description of the Pappas Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.” General The Pappas Shareholders Agreement, which entered into effect on July 11, 2014, upon the closing of the Oceanbulk Merger, governs the ownership interest of Mr.
Each of the foregoing funds and entities is affiliated with Oaktree Capital Group, LLC (“OCG”) which is managed by its ten-member board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management, Inc.
Each of the foregoing funds and entities is affiliated with Oaktree Capital Group, LLC (“OCG”) which is managed by a board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management, Inc.
As of December 31, 2021 and 2022, we had outstanding receivables of $0.1 million and $0.3 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain administrative items.
As of December 31, 2022 and 2023, we had outstanding receivables of $0.3 million and outstanding payable of $0.02 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain administrative items.
Capitalized terms that are used in this description of the Oaktree Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.” General The Oaktree Shareholders Agreement was entered into on the date the Merger was completed (July 11, 2014) and governs the ownership interest of Oaktree and its affiliated investment funds that own Common Shares (and any Affiliates (as defined below) of the foregoing persons that become Oaktree Shareholders pursuant to a transfer or other acquisition of our Equity Securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree Shareholders”) following the Merger.
Capitalized terms that are used in this description of the Oaktree Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.” General The Oaktree Shareholders Agreement was entered into on the date the mergers pursuant to which Oceanbulk Shipping LLC and Oceanbulk Carriers LLC merged with and into wholly owned subsidiaries of Star Bulk were completed (July 11, 2014) (the “Oceanbulk Merger”) and governs the ownership interest of Oaktree and its affiliated investment funds that own Common Shares (and any Affiliates (as defined below) of the foregoing persons that become Oaktree Shareholders pursuant to a transfer or other acquisition of our Equity Securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree Shareholders”) following the Oceanbulk Merger.
Common Shares Beneficially Owned as of February 16, 2023 February 16, 2022 February 26, 2021 Beneficial Owner (1) Amount Percentage Amount Percentage Amount Percentage Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (2) 26,067,483 25.34% 26,021,457 25.4% 39,006,017 39.3% AllianceBernstein L.P.
Common Shares Beneficially Owned as of February 9, 2024 February 16, 2023 February 16, 2022 Beneficial Owner (1) Amount Percentage Amount Percentage Amount Percentage Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (2) 6,107,983 7.3% 26,067,483 25.3% 26,021,457 25.4% AllianceBernstein L.P.
The management fees incurred for the year ended December 31, 2021 and 2022 were $0.1 million and $3.3 million, respectively, and are included in “Management fees” in the consolidated statements of operations. As of December 31, 2021 and 2022, we had outstanding payable of $0.4 million and $1.4 million, respectively to Iblea Ship Management Limited. Augustea Oceanbulk Maritime Malta Ltd.
The management fees incurred for the year ended December 31, 2021, 2022 and 2023 were $0.1 million, $3.3 million and $2.7 million, respectively, and are included in “Management fees” in the consolidated income statements. As of December 31, 2022 and 2023, we had outstanding payable of $1.4 million and $1.5 million, respectively to Iblea Ship Management Limited.
Standstill Restrictions Under the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or indirectly, in any solicitations of proxies, consents or authorizations to vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), or (v) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing activities.
Petros Pappas ceases to be a Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all shares owned by other of our shareholders. 108 Table of Contents Standstill Restrictions Under the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or indirectly, in any solicitations of proxies, consents or authorizations to vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), or (v) enter into any negotiations, arrangements or understandings with any third-party with respect to any of the foregoing activities.
Based on the number of our outstanding common shares on February 16, 2023, the Oaktree Shareholders beneficially own approximately 25.3% of the common shares outstanding of the Company as of that date. Representation on the Board of Directors Our Board of Directors is comprised of eleven Directors.
Based on the number of our outstanding common shares on February 9, 2024, the Oaktree Shareholders beneficially own approximately 7.3% of the common shares outstanding of the Company as of that date. Representation on the Board of Directors Our Board of Directors is comprised of nine Directors.
Voting At any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as all shares owned by other of our shareholders. 98 Table of Contents Except as described below, in any election of directors to the Board of Directors, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.
Voting At any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as all shares owned by other of our shareholders.
In the case of a Contested Election, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all of our shares that are owned by our other shareholders (other than the Oaktree Shareholders, any of their Affiliates or any Group which includes any of the foregoing) are voted or consents are given with respect to such Contested Election. 93 Table of Contents For so long as the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company, without the prior written consent of Oaktree, we and the Board of Directors have agreed not to, directly or indirectly (whether by merger, consolidation or otherwise), (i) issue Preferred Shares or any other class or series of our Equity Interests that ranks senior to the shares as to dividend distributions and/or distributions upon the liquidation, winding up or dissolution of the Company or any other circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such transaction, such issuance would result in such Person or Group beneficially owning more than 20% of our outstanding Equity Securities (except that we and the Board of Directors retain the right to issue Equity Securities in connection with a merger or other business combination transaction with the consent of the Oaktree Shareholders), or (iii) issue any Equity Securities of any of our subsidiaries (other than to the Company or a wholly-owned subsidiary of the Company).
If in the future the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company, without the prior written consent of Oaktree, we and the Board of Directors have agreed not to, directly or indirectly (whether by merger, consolidation or otherwise), (i) issue Preferred Shares or any other class or series of our Equity Interests that ranks senior to the shares as to dividend distributions and/or distributions upon the liquidation, winding up or dissolution of the Company or any other circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such transaction, such issuance would result in such Person or Group beneficially owning more than 20% of our outstanding Equity Securities (except that we and the Board of Directors retain the right to issue Equity Securities in connection with a merger or other business combination transaction with the consent of the Oaktree Shareholders), or (iii) issue any Equity Securities of any of our subsidiaries (other than to the Company or a wholly-owned subsidiary of the Company).
The committees will have such duties and responsibilities as are customary for such committees, subject to the provisions of the Oaktree Shareholders Agreement. 92 Table of Contents The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of at least three Directors, with the number of members determined by the Board of Directors; provided, however, that for so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own 15% or more of our outstanding Voting Securities, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of three members each, and the Oaktree Shareholders are entitled to include one Oaktree Designee on each such Committee.
The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of at least three Directors, with the number of members determined by the Board of Directors; provided, however, that if in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own 15% or more of our outstanding Voting Securities, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of three members each, and the Oaktree Shareholders are entitled to include one Oaktree Designee on each such Committee.
Voting Except with respect to any Excluded Matter (as defined below), at any meeting of our shareholders, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our Voting Securities beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as our Voting Securities that are owned by shareholders (other than an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) of the Exchange Act), which includes any of the foregoing) are voted or consents are given with respect to each such matter.
Voting Except with respect to any Excluded Matter (as defined below), at any meeting of our shareholders, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our Voting Securities beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as our Voting Securities that are owned by shareholders (other than an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) of the Exchange Act), which includes any of the foregoing) are voted or consents are given with respect to each such matter. 103 Table of Contents In any election of directors to the Board of Directors, except with respect to an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (a “Contested Election”), the Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.
Other Agreements For so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on the one hand, and the Company or its subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for (a) pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held, (b) arms-length ordinary course business transactions of not more than $5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts Affiliated with the Oaktree Shareholders or (c) the transactions expressly required or expressly permitted under the merger agreement relating to Heron, the Registration Rights Agreement and the Oaktree Shareholders Agreement.
If in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, neither the Oaktree Shareholders nor any of their Affiliates will sell or otherwise dispose of any of their Common Shares in any Change of Control Transaction unless our other shareholders of the Company are entitled to receive the same consideration per Common Share (with respect to the form of consideration and price), and at substantially the same time, as the Oaktree Shareholders or their Affiliates with respect to their Common Shares in such transaction. 104 Table of Contents Other Agreements For so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on the one hand, and the Company or its subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for (a) pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held, (b) arms-length ordinary course business transactions of not more than $5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts Affiliated with the Oaktree Shareholders or (c) the transactions expressly required or expressly permitted under the merger agreement relating to Heron, the Registration Rights Agreement and the Oaktree Shareholders Agreement.
C. Interests of Experts and Counsel Not Applicable.
C. Interests of Experts and Counsel Not Applicable. 111 Table of Contents
Zagari, to provide certain management services to certain vessels, which were previously managed by Augustea Technoservices Ltd. During 2022 the management of certain vessels previously managed by Iblea Ship Management Limited was changed from third party to in-house.
Iblea Ship Management Limited In 2021, we appointed Iblea Ship Management Limited, an entity affiliated with one of our directors, Mr. Zagari, to provide certain management services to certain vessels, which were previously managed by Augustea Technoservices Ltd. During 2022 the management of certain vessels previously managed by Iblea Ship Management Limited was changed from third-party to in-house.
In any election of directors to the Board of Directors, except with respect to an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (a “Contested Election”), the Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.
Except as described below, in any election of directors to the Board of Directors, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.
However, if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets or any similar transaction, which in each such case would result in a Change of Control Transaction, or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company and its subsidiaries, taken as a whole, then the Oaktree Shareholders are permitted to privately make an offer or proposal to the Board of Directors and (ii) if the Board of Directors approves, recommends or accepts a buyout transaction with an Unaffiliated Buyer, the restrictions of the Oaktree Shareholders’ participation in such transaction will cease to apply, except that any such actions must be discontinued upon the termination or abandonment of the applicable buyout transaction (unless the Board of Directors determines otherwise with Disinterested Director Approval). 94 Table of Contents Limitations on Transfer; No Control Premium For so long as Oaktree and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, the Oaktree Shareholders and their Affiliates have agreed not to sell any of their Common Shares to a person or group that, after giving effect to such transaction, would hold more than 20% of our outstanding Equity Securities.
However, if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets or any similar transaction, which in each such case would result in a Change of Control Transaction, or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company and its subsidiaries, taken as a whole, then the Oaktree Shareholders are permitted to privately make an offer or proposal to the Board of Directors and (ii) if the Board of Directors approves, recommends or accepts a buyout transaction with an Unaffiliated Buyer, the restrictions of the Oaktree Shareholders’ participation in such transaction will cease to apply, except that any such actions must be discontinued upon the termination or abandonment of the applicable buyout transaction (unless the Board of Directors determines otherwise with Disinterested Director Approval).
This director was not involved in our decisions with regards to the loan and swap from this financial institution. 91 Table of Contents CCL Pool On December 30, 2020 a funding of $0.1 million that we had provided CCL Pool, was converted to equity with us holding 25% ownership interest of CCL Pool, which after the exit of one of the other three shareholders as of December 31, 2021, increased to 33%.
CCL Pool On December 30, 2020 a funding of $0.1 million that we had provided to CCL Pool was converted to equity with us holding 25% ownership interest of CCL Pool, which after the exit of one of the other three shareholders as of December 31, 2021, increased to 33%.
Item 7. Major Shareholders and Related Party Transactions A.
Item 7. Major Shareholders and Related Party Transactions 98 Table of Contents A.
“ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares. 100 Table of Contents “ Voting Cap ” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding Voting Securities of the Company as of such date multiplied by (b) 14.9%.
“ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares.
(3) 6,476,150 6.30% n/a n/a n/a n/a Fidelity Management & Research n/a n/a 6,172,233 6.0% n/a n/a Entities affiliated with Raffaele Zagari 2,200,000 2.14% 3,517,889 3.4% 4,448,060 4.5% Entities affiliated with Petros Pappas 3,791,868 3.69% 3,632,168 3.6% 4,319,378 4.4% Directors and executive officers of the Company, in the aggregate (4) 932,529 0.91% 3,054,683 3.0% 3,682,430 3.7% _______________ (1) Percentage amounts based on 102,857,416 common shares outstanding as of February 16, 2023, 102,294,758 common shares outstanding as of February 16, 2022 and 99,239,716 common shares outstanding as of February 26, 2021.
(3) 5,352,768 6.4% 6,476,150 6.3% n/a n/a Fidelity Management & Research n/a n/a n/a n/a 6,172,233 6.0% Entities affiliated with Raffaele Zagari 2,123,500 2.5% 2,200,000 2.1% 3,517,889 3.4% Entities affiliated with Petros Pappas 4,044,168 4.8% 3,791,868 3.7% 3,632,168 3.6% Directors and executive officers of the Company, in the aggregate (4) 1,244,947 1.5% 932,529 0.9% 3,054,683 3.0% _______________ (1) Percentage amounts based on 84,016,892 common shares outstanding as of February 9, 2024, 102,857,416 common shares outstanding as of February 16, 2023 and 102,294,758 common shares outstanding as of February 16, 2022.
The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1 million in CCL Pool is presented within “Long term investment” in the consolidated balance sheet. Our subsequent share of results in CCL Pool was insignificant for the years ended December 31, 2020, 2021 and 2022.
The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1 million in CCL Pool is presented within “Long term investment” in the consolidated balance sheet.
Alexandros Pappas, both of whom children of our Chief Executive Officer, Mr. Petros Pappas. The lease agreement provides for a monthly rental of €2,500 (approximately $2,675, using the exchange rate as of December 31, 2022, which was $1.07 per euro). Unless terminated by either party, the agreement will expire in January 2024.
Alexandros Pappas, both of whom children of our Chief Executive Officer, Mr. Petros Pappas. The lease agreement provides for a monthly rental of €2,500 (approximately $2,750, using the exchange rate as of December 31, 2023, which was $1.10 per euro).
Petros Pappas ceases to be a Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all shares owned by other of our shareholders.
In the case of a Contested Election, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all of our shares that are owned by our other shareholders (other than the Oaktree Shareholders, any of their Affiliates or any Group which includes any of the foregoing) are voted or consents are given with respect to such Contested Election.
“ Preferred Shares ” means the shares of preferred stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other Person into which such stock is reclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends, subdivisions, recapitalizations and the like). 97 Table of Contents “ Unaffiliated Buyer ” means any Person other than (a) an Oaktree Shareholder, (b) an Affiliate of an Oaktree Shareholder, (c) any Person or Group in which an Oaktree Shareholder and/or any of its Affiliates has, at the applicable time of determination, Equity Securities of at least $100 million (whether or not such Person or Group is deemed to be an Affiliate of an Oaktree Shareholder) (provided that this clause (c) shall not be applicable for purposes of Section 4.2 hereof) and (d) a Group that includes any of the foregoing.
“ Unaffiliated Buyer ” means any Person other than (a) an Oaktree Shareholder, (b) an Affiliate of an Oaktree Shareholder, (c) any Person or Group in which an Oaktree Shareholder and/or any of its Affiliates has, at the applicable time of determination, Equity Securities of at least $100 million (whether or not such Person or Group is deemed to be an Affiliate of an Oaktree Shareholder) (provided that this clause (c) shall not be applicable for purposes of Section 4.2 hereof) and (d) a Group that includes any of the foregoing.
Other Agreements All transactions involving the Pappas Shareholders or their Affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held. 99 Table of Contents Corporate Opportunity From and after the date of the Pappas Shareholders Agreement and through and including the earliest of (x) the date of termination of the Pappas Shareholders Agreement, (y) the 36-month anniversary of the date of the Pappas Shareholders Agreement and (z) the date that Petros Pappas ceases to be our Chief Executive Officer, if a Pappas Shareholder (or any Affiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good faith judgment, be a business opportunity for both such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate) has the duty to promptly communicate or offer such opportunity to the Company.
Corporate Opportunity From and after the date of the Pappas Shareholders Agreement and through and including the earliest of (x) the date of termination of the Pappas Shareholders Agreement, (y) the 36-month anniversary of the date of the Pappas Shareholders Agreement and (z) the date that Petros Pappas ceases to be our Chief Executive Officer, if a Pappas Shareholder (or any Affiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good faith judgment, be a business opportunity for both such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate) has the duty to promptly communicate or offer such opportunity to the Company.
Petros Pappas with certain shelf registration rights in respect of any of our common shares held by them, subject to certain conditions, including those shares acquired in July 2014. In addition, in the event that we register additional common shares for sale to the public, we are required to give notice to Oaktree and affiliates of Mr.
In addition, in the event that we register additional common shares for sale to the public, we are required to give notice to Oaktree and affiliates of Mr. Petros Pappas of our intention to effect such registration and, subject to certain limitations, we are required to include our common shares held by those holders in such registration.
(2) As of February, 16, 2023, consists of (i) 2,397,106 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 22,016 shares held by Oaktree Opportunities Fund IX (Parallel 2), L.P.
(2) Pursuant to schedule 13D dated December 1, 2023: (i) 2,397,106 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 22,016 shares held by Oaktree Opportunities Fund IX (Parallel 2), L.P.
“ Voting Securities ” means, with respect to any entity as of any date, all forms of Equity Securities in such entity or any successor of such entity with voting rights as of such date, other than any such Equity Securities held in treasury by such entity or any successor or subsidiary thereof, including, with respect to the Company, Common Shares and Preferred Shares (in each case to the extent (a) entitled to voting rights and (b) issued and outstanding and not held in treasury by the Company or owned by subsidiaries of the Company).
For the avoidance of doubt, if multiple Other Large Holders beneficially own more than 15% of the outstanding Voting Securities of the Company, the Voting Cap Percentage shall be adjusted in relation to that Other Large Holder having the greatest beneficial ownership of Voting Securities of the Company. 107 Table of Contents “ Voting Securities ” means, with respect to any entity as of any date, all forms of Equity Securities in such entity or any successor of such entity with voting rights as of such date, other than any such Equity Securities held in treasury by such entity or any successor or subsidiary thereof, including, with respect to the Company, Common Shares and Preferred Shares (in each case to the extent (a) entitled to voting rights and (b) issued and outstanding and not held in treasury by the Company or owned by subsidiaries of the Company).
Notwithstanding the foregoing, Petros Pappas shall not constitute an Oaktree Designee (other than for purposes of the election of directors, the standstill obligations and the transfer limitations applicable to the Oaktree Shareholders and their Affiliates), and the existing agreements and potential future arrangements with respect to the holding and/or disposition of Equity Securities between the Pappas Investors and the Oaktree Shareholders shall not disqualify Petros Pappas or other Pappas Investors from constituting a Disinterested Director for purposes of this Agreement (with certain exceptions). 96 Table of Contents “ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares.
Notwithstanding the foregoing, Petros Pappas shall not constitute an Oaktree Designee (other than for purposes of the election of directors, the standstill obligations and the transfer limitations applicable to the Oaktree Shareholders and their Affiliates), and the existing agreements and potential future arrangements with respect to the holding and/or disposition of Equity Securities between the Pappas Investors and the Oaktree Shareholders shall not disqualify Petros Pappas or other Pappas Investors from constituting a Disinterested Director for purposes of this Agreement (with certain exceptions).
During the years ended December 31, 2020, 2021 and 2022, the brokerage commission charged by Interchart amounted to $3.8 million, $3.9 million and $4.1 million, respectively, and is included in “Voyage expenses” in the consolidated statements of operations. Sydelle Marine Ltd.
During the years ended December 31, 2021, 2022 and 2023, the brokerage commission charged by Interchart amounted to $3.9 million, $4.1 million and $4.1 million, respectively, and is included in “Voyage expenses” in the consolidated income statements. 100 Table of Contents StarOcean Manning Philippines Inc. We have 25% ownership interest in StarOcean Manning Philippines, Inc.
Related Party Transactions-Registration Rights Agreement.” As of February 16, 2023, 102,857,416 of our outstanding common shares were held in the United States by 256 holders of record, including Cede & Co., the nominee for the Depository Trust Company, which held 86,971,118 of those shares. B.
Related Party Transactions –– Registration Rights Agreement.” As of February 9, 20 24, 84,016,892 of o ur outstanding common shares were held in the United States by 287 holders of record, including Cede & Co., the nominee for the Depository Trust Company, which held 76,165,808 of those shares. 99 Table of Contents B.
(“Parallel 2”), (iii) 5,633,033 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 14,966,826 shares held by OCM XL Holdings L.P., a Cayman Islands exempted limited partnership (“OCM XL”), (v) 2,974,261 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company (“Oaktree OBC”) and (vi) 74,241 shares held by OCM FIE, LLC (“FIE”).
(“Parallel 2”), (iii) 3,097,351 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 522,975 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company (“Oaktree OBC”) and (v) 68,535 shares held by OCM FIE, LLC (“FIE”).
Milena-Maria Pappas (one of our former directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in the Company following consummation of the Merger. Based upon the number of our shares outstanding as of February 16, 2023, the Pappas Shareholders beneficially own approximately 3.7% of our total issued and outstanding common shares of the Company.
Petros Pappas and his children, Ms. Milena-Maria Pappas (one of our former directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in the Company following consummation of the Oceanbulk Merger.
Registration Rights Agreement and Related Registration Statements On July 11, 2014, Oaktree, affiliates of Mr. Petros Pappas and Monarch entered into the Registration Rights Agreement. The Registration Rights Agreement provides Oaktree with certain demand registration rights and provides Oaktree and affiliates of Mr.
Petros Pappas and Monarch entered into the Registration Rights Agreement. The Registration Rights Agreement provides Oaktree with certain demand registration rights and provides Oaktree and affiliates of Mr. Petros Pappas with certain shelf registration rights in respect of any of our common shares held by them, subject to certain conditions, including those shares acquired in July 2014.
Coromel is controlled by family members of our Chief Executive Officer. The charter-in expense for the aforementioned freight agreement during the year ended December 31, 2020 was $0.2 million and is included in “Charter-in hire expenses” in the consolidated statement of operations.
The charter-in expense for the year ended December 31, 2021 was $4.1 million and is included in “Charter-in hire expenses” in the consolidated income statement.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk. Even if Oaktree owns more than 50% of our outstanding common shares, under the Oaktree Shareholders Agreement (described in “Item 7. Major Shareholders and Related Party Transactions-B.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk. We have granted certain demand registration rights and shelf registration rights to Oaktree, affiliates of Mr. Petros Pappas, York and Augustea pursuant to the Registration Rights Agreement. See “Item 7.
Notwithstanding anything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a Disinterested Director for purposes of the standstill provision.
Notwithstanding anything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a Disinterested Director for purposes of the standstill provision. 110 Table of Contents “ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares.
Removed
Related Party Transactions”), with certain limited exceptions, Oaktree effectively cannot vote more than 33% of our outstanding common shares (subject to adjustment under certain circumstances).
Added
Major Shareholders and Related Party Transactions –– B.
Removed
Furthermore, pursuant to the Oaktree Shareholders Agreement, so long as Oaktree and its affiliates beneficially own at least 10% of our outstanding voting securities, Oaktree and its affiliates have agreed not to directly or indirectly acquire beneficial ownership of any additional voting securities of ours or other equity-linked or other derivative securities with respect to our voting securities if such acquisition would result in Oaktree’s beneficial ownership exceeding 63.8%, subject to certain specified exceptions.
Added
Our subsequent share of results in CCL Pool was insignificant for the years ended December 31, 2021, 2022 and 2023. 101 Table of Contents Oaktree Shareholders Agreement The following is a summary of the material terms of the Oaktree Shareholders Agreement.
Removed
In addition, pursuant to the Oaktree Shareholders Agreement, subject to various exclusions, so long as Oaktree and its affiliates beneficially own at least 10% of our voting securities, unless specifically invited in writing by our Board of Directors, they may not (i) enter into any tender or exchange offer or various types of merger, business combination, restructuring or extraordinary transactions, (ii) solicit proxies or consents in respect of such transactions, (iii) otherwise act to seek to control or influence our management, Board of Directors or other policies (except with respect to the nomination of Oaktree designees pursuant to the Oaktree Shareholders Agreement and other nominees proposed by the Nominating and Corporate Governance Committee) or (iv) enter into any negotiations, arrangements or understandings with any third party with respect to any of the above.
Added
On September 21, 2023 and on October 30, 2023, we agreed to the First Oaktree Share Repurchase and the Second Oaktree Share Repurchase, respectively from Oaktree. The First Oaktree Share Repurchase was completed in early October 2023 with the repurchased shares being withdrawn and cancelled.
Removed
Pursuant to the Oaktree Shareholders Agreement, Oaktree also agreed to various limitations on the transfer of its common shares. In addition, we have granted certain demand registration rights and shelf registration rights to Oaktree, affiliates of Mr. Petros Pappas, York and Augustea pursuant to the Registration Rights Agreement. See “See “Item 7. Major Shareholders and Related Party Transactions-B.
Added
The Second Oaktree Share Repurchase was completed in early December 2023 with the repurchased shares being withdrawn and cancelled. In total, 20 million shares were repurchased and the aggregate ownership of Oaktree and its affiliated funds was reduced from approximately 25.3% of the Company’s outstanding common stock to approximately 7.3%.
Removed
During 2020, we entered into certain freight agreements with Sydelle Marine Limited, a company controlled by members of the family of our Chief Executive Officer, to charter-in its vessel.
Added
Pursuant to the First Oaktree Share Repurchase and the resulting reduction of Oaktree’s shareholding percentage to approximately 17.2% in the Company, Oaktree has caused one of its designee directors, Mr. Ryan Lee, to resign from our Board of Directors. Mr.
Removed
The total charter-in expense for the aforementioned freight agreements during the year ended December 31, 2020 was $0.5 million and is included in “Charter-in hire expenses” in the consolidated statement of operations. 90 Table of Contents StarOcean Manning Philippines Inc. We have 25% ownership interest in StarOcean Manning Philippines, Inc.
Added
Lee served on our Board since August 30, 2023 as a Class B director and was a member of the Nomination and Corporate Governance Committee. Pursuant to the Second Oaktree Share Repurchase and the resulting reduction of Oaktree’s shareholding percentage to approximately 7.3% in the Company, Oaktree has caused one of its designee directors, Ms.
Removed
As of December 31, 2021 we had outstanding payables of $0.9 million to Augustea Technoservices Ltd. and its affiliates which was settled in 2022. Iblea Ship Management Limited In 2021, we appointed Iblea Ship Management Limited, an entity affiliated with one of our directors, Mr.
Added
Katherine Ralph, to resign from our Board of Directors. Ms. Ralph served on our Board as a Class A director. Currently, Oaktree is entitled to nominate one director and the director currently designated by Oaktree is Mr.
Removed
The charter-in expense for the years ended December 31, 2020, 2021 and 2022 was $5.4 million, $4.1 million and nil, respectively, and is included in “Charter-in hire expenses” in the consolidated statement of operations. Coromel Maritime Limited During 2020, we entered into certain freight agreements with ship-owning company Coromel to charter-in its vessel.
Added
The committees will have such duties and responsibilities as are customary for such committees, subject to the provisions of the Oaktree Shareholders Agreement.
Removed
Short Pool Contracts of Affreightment During the second quarter of 2020, we agreed, together with Golden Ocean Group, Bocimar International NV and Oceanbulk International S.A (collectively the “Short Pool Members”), to enter into Contracts of Affreightment (“COAs”) with major miners and commodity traders to transport dry bulk commodities at fixed freight rates (the “Short Pool”).

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Other SBLK 10-K year-over-year comparisons