Eagle Bulk, one of the world’s largest owner-operators within the Supramax / Ultramax drybulk segment, announced that it has resolved to effect a reverse stock split of the Company’s issued common stock and has determined the ratio to be 1-for-7. The Company’s shareholders approved the reverse stock split and granted the Board the authority to determine the exact split ratio and when to proceed with the reverse stock split at the Company’s Annual Meeting of Shareholders held on June 19, 2020.
The reverse stock split will take effect on September 15, 2020 at 9:00 a.m. Eastern time, and the Company’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Global Select Market on the same day under the existing ticker symbol “EGLE”. The new CUSIP number for the Company’s common stock will be Y2187A 150.
When the reverse stock split becomes effective, every seven shares of the Company’s issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock without any change in the par value per share or the total number of authorized shares. This will reduce the number of outstanding shares of the Company’s common stock from approximately 77.1 million shares to approximately 11.0 million shares.
No fractional shares of common stock will be issued in connection with the reverse stock split. If as a result of the reverse stock split, a shareholder of record would otherwise hold a fractional share, the fractional share resulting from the reverse stock split will be rounded down to the nearest whole share. Furthermore, if a shareholder holds less than seven shares prior to the reverse stock split, then such shareholder will receive in lieu of fractional shares a cash payment (without interest and subject to applicable withholding taxes) in an amount per share equal to the closing price per share on Nasdaq on the trading day immediately preceding the reverse stock split effective date. Shareholders holding share certificates will receive information from Computershare, Inc., the Company’s transfer agent, regarding the process for exchanging their shares of common stock. Shareholders who hold their shares in brokerage accounts or in “street name” will not be required to take any action to effect the exchange of their shares.
Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all of the Company’s outstanding warrants, the exercise price and number of shares issuable upon the exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock awards under the Company’s equity incentive plans. Furthermore, the indenture that governs our Convertible Bond Debt provides that the conversion rate will be adjusted in connection with any stock split transaction.
Additional information about the reverse stock split can be found in the Company’s proxy statement furnished to the Securities and Exchange Commission on May 12, 2020, a copy of which is available at www.sec.gov.