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The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-197886

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated February 5, 2015)

SUBJECT TO COMPLETION, DATED MAY 12, 2015.

$150,000,000 Common Shares


We are offering           common shares to be sold in this offering. Our common shares are listed on the Nasdaq Global Select Market under the symbol “SBLK.” On May 11, 2015, the last reported sales price of our common shares on Nasdaq Global Select Market was $3.78.

We are offering $150,000,000 of our common shares in this offering. As part of this offering, Oaktree Capital Management, L.P. and its affiliates (“Oaktree”), Monarch Alternative Capital, L.P. and its affiliates (“Monarch”), and entities affiliated with the family of Mr. Petros Pappas, our Chief Executive Officer (the “Pappas Affiliates”), which we refer to as our “Significant Shareholders,” as described in “Prospectus Summary—The Offering,” have expressed an interest in purchasing a substantial amount of common shares at the public offering price per common share listed in the table below. However, because indications of interest are not binding agreements or commitments to purchase, there can be no assurance as to the degree, if any, that Oaktree, Monarch or the Pappas Affiliates will participate in this offering.

Investing in our common shares involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-17 of this prospectus supplement and the section entitled “Risk Factors” of the accompanying prospectus and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on April 8, 2015 and incorporated by reference herein, to read about the risks you should consider before investing in our common shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per
common
share
Total From
Sales to
Other Investors
Total From
Sales to
the Significant
Shareholders
Total
Public offering price
$
         
 
$
         
 
$
         
 
$
         
 
Placement agents’ fees (1)
$
 
 
$
 
 
$
 
 
$
 
 
Proceeds, before expenses, to us (2)
$
 
 
$
 
 
$
 
 
$
 
 

(1)We have agreed to reimburse the placement agents for certain expenses incurred in connection with the offering. See “Plan of Distribution.”
(2)As part of this offering, the Significant Shareholders have agreed to purchase certain of our common shares at the public offering price. The placement agents will not receive any fees on the sale of any shares to the Significant Shareholders.

The placement agents are not purchasing or selling any of our common shares being offered pursuant to this prospectus supplement or the accompanying prospectus, but will use their reasonable efforts to sell the securities offered. Funds received from the purchasers will be held in escrow until the closing date of the offering. We have engaged DNB Bank ASA, New York to act as an escrow agent. We expect that delivery of the common shares being offered pursuant to this prospectus supplement will be made to purchasers on or about May   , 2015.

Clarksons Platou Securities DVB Capital Markets

ABN AMRO BNP PARIBAS Credit Agricole CIB SEB

The date of this prospectus is May   , 2015

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TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement
 
 
Information Incorporated By Reference
 
 
Where You Can Find Additional Information
 
 
Cautionary Statements Regarding Forward Looking Statements
 
 
Prospectus Summary
 
 
Risk Factors
 
 
Use of Proceeds
 
 
Capitalization
 
 
Per Share Market Price Information
 
 
Dividend Policy
 
 
Unaudited Pro Forma Condensed Combined Statements of Operations of Star Bulk
 
 
Certain Relationships and Related Party Transactions
 
 
Security Ownership of Certain Beneficial Owners and Management
 
 
Description of Capital Stock
 
 
Material United States Federal Income Tax Considerations
 
 
Marshall Islands Tax Considerations
 
 
Certain ERISA Considerations
 
 
Plan of Distribution
 
 
Service of Process and Enforcement of Civil Liabilities
 
 
Legal Matters
 
 
Experts
 
 
Expenses
 
 

Prospectus

About This Prospectus
 
 
Enforceability of Civil Liabilities
 
 
Cautionary Statement Regarding Forward Looking Statements
 
 
Where You Can Find Additional Information
 
 
Prospectus Summary
 
 
Risk Factors
 
 
Ratio of Earnings to Fixed Charges
 
 
Use of Proceeds
 
 
Per Share Market Price Information
 
 
Capitalization
 
 
Selling Shareholders
 
 
Plan of Distribution
 
 
Description of Capital Stock
 
 
Description of Debt Securities
 
 
Description of Warrants
 
 
Description of Rights
 
 
Description of Units
 
 
Expenses
 
 
Legal Matters
 
 
Experts
 
 

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which contains specific information about the terms on which we are offering and selling the common shares. The second part is the accompanying prospectus dated February 5, 2015, which contains and incorporates by reference important business and financial information about us and other information about the offering. If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus or the information contained in any document incorporated by reference herein or therein, the information contained in the most recently dated document shall control. All references in this prospectus supplement to this “prospectus” refer to this prospectus supplement together with the accompanying prospectus.

As permitted under the rules of the Securities and Exchange Commission, or the Commission, this prospectus incorporates important business information about us that is contained in documents that we have previously filed with the Commission but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the Commission at www.sec.gov, as well as other sources. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Star Bulk Carriers Corp., c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi, 15124, Athens, Greece. See “Where You Can Find Additional Information.”

We do not authorize any person to provide information other than that provided in this prospectus and the documents incorporated by reference. We are not making an offer to sell the common shares in any state or other jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus and the documents incorporated by reference is accurate only as of their respective dates, and you should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to “Star Bulk,” the “Company,” “we,” “us,” “our,” or similar references, mean Star Bulk Carriers Corp. and, where applicable, its consolidated subsidiaries. In addition, we use the term deadweight, or dwt, in describing the size of vessels. Dwt expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.

INFORMATION INCORPORATED BY REFERENCE

The Commission allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document.

We incorporate by reference the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Annual Report on Form 20-F (the “2014 20-F”) for the year ended December 31, 2014, filed with the Commission on April 8, 2015, containing our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; and
The following portions of the Report on Form 6-K (the “Transaction 6-K”), furnished to the Commission on September 5, 2014: Combined historical financial statements of Oceanbulk (as defined herein) as of and for the year ended December 31, 2013 and the period from October 4, 2012 (date of inception) through December 31, 2012 and as of and for the six months ended June 30, 2014 and 2013 and the associated Management’s Discussion and Analysis of Financial Condition and Results of Operations (contained in Exhibit 99.2 thereto).

We are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus

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that state that they are incorporated by reference into this prospectus until this offering is terminated. In all cases, you should rely on the later information over different information included in this prospectus. The list of documents incorporated above by reference supersedes the list of documents incorporated by reference by the accompanying prospectus dated February 5, 2015.

We are responsible for the information contained or incorporated by reference in this prospectus. We have not, and the placement agents have not, authorized any other person to provide you with different information, and we take no responsibility for different or inconsistent information that others may give you. We are not, and the placement agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.

You may request a free copy of the above mentioned filings or any subsequent filing we incorporated by reference to this prospectus by writing or telephoning us at the following address:

Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Str.
Maroussi 15124, Athens, Greece
011-30-210-617-8400 (telephone number)

WHERE YOU CAN FIND ADDITIONAL INFORMATION

As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the Commission. This prospectus supplement is a part of that registration statement, which includes additional information.

We file annual and special reports with the Commission. You may read and copy any document that we file and obtain copies at prescribed rates from the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling 1 (800) SEC-0330. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. Our filings are also available on our website at http://www.starbulk.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.

This prospectus supplement is part of the registration statement and does not contain all of the information in the registration statement. The full registration statement may be obtained from the Commission or us, as indicated below. Documents establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the Commission’s Public Reference Room in Washington, D.C., as well as through the Commission’s website.

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CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS

This prospectus includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “would,” “could” and similar expressions or phrases may identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

general dry bulk shipping market conditions, including fluctuations in charterhire rates and vessel values;
the strength of world economies;
the stability of Europe and the Euro;
fluctuations in interest rates and foreign exchange rates;
changes in demand in the dry bulk shipping industry, including the market for our vessels;
changes in our operating expenses, including bunker prices, dry docking and insurance costs;
changes in governmental rules and regulations or actions taken by regulatory authorities;
potential liability from pending or future litigation;
general domestic and international political conditions;
potential disruption of shipping routes due to accidents or political events;
the availability of financing and refinancing;
our ability to meet requirements for additional capital and financing to complete our newbuilding program and grow our business;
vessel breakdowns and instances of off-hire;
risks associated with vessel construction;
potential exposure or loss from investment in derivative instruments;
potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management;
our ability to complete acquisition transactions as planned; and
other important factors described in the sections entitled “Risk Factors” in this prospectus and in our 2014 20-F incorporated herein by reference.

We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

See the sections entitled “Risk Factors” of this prospectus supplement and the accompanying prospectus and “Item 3. Key Information—D. Risk Factors” in the 2014 20-F, which is incorporated herein by reference,

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for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

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PROSPECTUS SUMMARY

This summary highlights information contained or incorporated by reference in this prospectus and is qualified in its entirety by the more detailed information and financial statements included or incorporated by reference elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should carefully review this entire prospectus and the documents incorporated by reference herein, including the section of this prospectus entitled “Risk Factors” and the more detailed information that appears later in this prospectus before making an investment in our common shares. Where we refer to information on a “fully delivered basis,” we are referring to such information after giving effect to the delivery of all newbuilding vessels.

OUR BUSINESS

We are an international shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. On a fully delivered basis, we will have a fleet of 97 vessels consisting primarily of Capesize as well as Kamsarmax, Ultramax and Supramax vessels with a carrying capacity between 45,500 dwt and 209,000 dwt. Our fleet included, as of April 30, 2015, 70 operating vessels and 27 vessels currently under construction at leading shipyards in Japan and China. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. Our highly experienced executive management team, with a combined 130 years of shipping industry experience, is led by Mr. Petros Pappas, who has more than 35 years of shipping industry experience and has managed more than 270 vessel acquisitions and dispositions.

On July 11, 2014, we closed transactions with entities affiliated with Oaktree Capital Management, L.P. and the family of Mr. Pappas, in which we acquired Oceanbulk Carriers LLC and Oceanbulk Shipping LLC (collectively “Oceanbulk”), two entities affiliated with the family of Mr. Pappas (the “Pappas Companies”), as well as a loan that was converted into a 50% interest in a joint venture, Heron Ventures Limited (“Heron”) on November 5, 2014 (collectively, the “July 2014 Transactions”). As a result of the July 2014 Transactions, as of April 30, 2015 we added to our fleet 22 operating vessels (including nine vessels, Peloreus, Leviathan, Indomitable, Honey Badger, Wolverine, Idee Fixe, Roberta, Gargantua and Laura, that were being built and have been delivered to us as of April 30, 2015), with an average age of 3.5 years as of April 30, 2015 and an aggregate capacity of approximately 2.6 million dwt, two vessels distributed to us from Heron in December 2014 (the “Heron Vessels”) with an average age of 9.1 years as of April 30, 2015 and an aggregate capacity of 165,771 dwt, and contracts for the construction of 16 vessels, with an aggregate capacity of approximately 2.5 million dwt. In connection with the July 2014 Transactions, Mr. Pappas became our Chief Executive Officer, and our former Chief Executive Officer, Mr. Spyros Capralos, became our Non-Executive Chairman.

On August 19, 2014, we entered into definitive agreements with Excel Maritime Carriers Ltd. (“Excel”), pursuant to which we acquired 34 operating dry bulk vessels, consisting of six Capesize vessels, 14 sistership Kamsarmax vessels, 12 Panamax vessels and two Handymax vessels (the “Excel Vessels”). The transfers of the Excel Vessels were completed on a vessel-by-vessel basis, in general upon the vessels reaching port after their then current voyages and the cargoes being discharged. As of April 30, 2015, all 34 of the Excel Vessels had been delivered to us. We refer to the foregoing transactions, together, as the “Excel Transactions,” and we refer to the July 2014 Transactions and the Excel Transactions, together, as the “Transactions.”

As of April 30, 2015, our operating fleet of 70 vessels had an aggregate capacity of approximately 7.2 million dwt. We have also entered into or acquired contracts for the construction of 27 of the latest generation “Eco-type” vessels, which we define as vessels that are designed to be more fuel-efficient than standard vessels of similar size and age. As of April 30, 2015, the total payments for our 27 newbuilding vessels were expected to be $1,210.7 million, of which we had already paid $258.1 million. As of April 30, 2015, we had $197.0 million of cash on hand, of which a portion is required to be retained under our existing credit facilities under minimum liquidity covenants. As of April 30, 2015, we had obtained commitments for a maximum of $765.0 million of debt for 25 newbuilding vessels, including $299.9 million under capital lease obligations, and we were in negotiations for additional maximum commitments of $65.0 million of debt for two remaining newbuilding vessels. The committed financing under the capital leases is not subject to availability limits, but the maximum commitment amount under the credit facilities may not exceed a loan to value (“LTV”) threshold specified in each such facility based on the amount drawn and the appraised value of the vessel securing the facility at the time of the vessel’s delivery. By the end of the third quarter of 2016, we expect our fleet to consist of 97 wholly owned vessels, with an average age of 7.3 years and an aggregate capacity of

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11.3 million dwt. As of April 30, 2015, the average age of our operating fleet was 8.4 years. On a fully delivered basis and based on publicly available information, we believe our fleet will make us the largest U.S. publicly traded dry bulk shipping company by deadweight tonnage.

Our fleet is well-positioned to take advantage of economies of scale in commercial, technical and procurement management. For our operating fleet, the Excel Vessels and our newbuildings, we have focused on vessels built at leading Japanese and Chinese shipyards, which, in our experience, are more reliable and less expensive to operate and are accordingly preferred by charterers. Currently, because of prevailing market conditions, we primarily employ our vessels in the spot market, under short term time charters or voyage charters. While employing the vessels under a voyage charter may require more management attention than under time charters, the vessel owner benefits from any fuel savings it can achieve because fuel is paid for by the vessel owner. On a fully-delivered basis, we will have a large, modern, fuel-efficient and high-quality fleet, which emphasizes the largest Eco-type Capesize and Newcastlemax vessels, built at leading shipyards and featuring the latest technology. As a result, we believe we will have an opportunity to capitalize on rising market demand, customer preferences for our ships and economies of scale, as well as to capture the benefits of fuel cost savings through spot time charters or voyage charters.

OUR FOUNDER AND HIS TRACK RECORD

Our founder and Chief Executive Officer, Mr. Pappas, has an established track record in the dry bulk industry, with more than 35 years of experience and more than 270 vessel acquisitions and dispositions. Entities under his management and control owned up to 30 vessels in 2001, most of which were acquired during the first quarter of 1997, the second quarter of 1998 and the second quarter of 2001, periods corresponding to low asset values and freight rates. Substantially all of these vessels were sold by the end of 2005, during a period of vessel values and levels of the Baltic Dry Index (“BDI”) (a daily average of charter rates for key dry bulk routes) that were record highs at the time.

As further described in “—Our competitive strengths,” Mr. Pappas has extensive experience in operating and investing in shipping, including through his principal shipping operations and investment vehicle, Oceanbulk Maritime S.A. (“Oceanbulk Maritime”).

OUR FLEET

We have built a fleet through timely and selective acquisitions of secondhand and newbuilding vessels. Because of the industry reputation and extensive relationships of Mr. Pappas and the other members of our senior management, we have been able to contract for our newbuilding vessels with leading shipyards at prices that we believe reflect the recent bulk shipping downturn. We believe that owning a modern, well-maintained fleet reduces operating costs, improves the quality of service we deliver and provides us with a competitive advantage in securing favorable spot time charters and voyage charters with high-quality counterparties. Each of our newbuilding vessels will be equipped with a vessel remote monitoring system that will provide data to a central location in order to monitor fuel and lubricant consumption and efficiency on a real-time basis. We expect to retrofit all of our operating vessels and Excel Vessels with a similar monitoring system. While these monitoring systems are generally available in the shipping industry, we believe that they can be cost-effectively employed only by large-scale shipping operators, such as us.

Our fleet, which emphasizes large Capesize vessels, primarily transports minerals from the Americas and Australia to East Asia, particularly China, but also Japan, Korea, Taiwan, Indonesia and Malaysia. Our Supramax vessels carry minerals, grain products and steel between the Americas, Europe, Africa, Australia and Indonesia and from these areas to China, Korea, Japan, Taiwan, the Philippines and Malaysia.

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Our newbuilding vessels are being built at leading Japanese and Chinese shipyards. The following tables summarize key information about our fully delivered fleet, as of April 30, 2015:

Operating Fleet

Vessel Name
Dry bulk
Vessel Type
Capacity
(dwt.)
Year
Built
Charter Type/
Month of Contract Expiry
1 Gargantua (1) Newcastlemax
 
  209,529
 
2015 Voyage Charter / May 2015
2 Indomitable (1) Capesize
 
182,476
 
2015 Voyage Charter / May 2015
3 Leviathan (1) Capesize
 
182,511
 
2014 Time Charter / July 2015
4 Peloreus (1) Capesize
 
182,496
 
2014 Time Charter / June 2015
5 Obelix (1) Capesize
 
181,433
 
2011 Time Charter / July 2015
6 Christine (tbr Star Martha) (2) Capesize
 
180,274
 
2010 Time Charter / October 2015
7 Sandra (tbr Star Pauline) (2) Capesize
 
180,274
 
2008 Time Charter / August 2015
8 Pantagruel (1)(4) Capesize
 
180,181
 
2004
9 Star Borealis Capesize
 
179,678
 
2011
10 Star Polaris Capesize
 
179,600
 
2011
11 Star Angie (ex Iron Miner) (2) Capesize
 
177,931
 
2007 Time Charter / May 2015
12 Big Fish (1)(4) Capesize
 
177,643
 
2004
13 Kymopolia (1) Capesize
 
176,990
 
2006 Voyage Charter / May 2015
14 Big Bang (1) Capesize
 
174,109
 
2007 Time Charter / November 2015
15 Star Aurora Capesize
 
171,199
 
2000 Time Charter / May 2015
16 Star Mega Capesize
 
170,631
 
1994 Time Charter / May 2015
17 Lowlands Beilun (tbr Star Despoina) (2) Capesize
 
170,162
 
1999 Time Charter / August 2015
18 Star Big Capesize
 
168,404
 
1996 Time Charter / May 2015
19 Star Eleonora (ex Kirmar) (2)(4) Capesize
 
164,218
 
2001
20 Star Monisha (ex Iron Beauty) (2)(4) Capesize
 
164,218
 
2001
21 Amami (1) Post Panamax
 
98,681
 
2011 Time Charter / February 2015
22 Madredeus (1) Post Panamax
 
98,681
 
2011 Time Charter / April 2016
23 Star Sirius Post Panamax
 
98,681
 
2011 Time Charter / June 2015
24 Star Vega Post Panamax
 
98,681
 
2011 Time Charter / August 2016
25 Star Angelina (ex ABYO Angelina) (3) Kamsarmax
 
82,981
 
2006 Time Charter / June 2015
26 Star Gwyneth (ex ABYO Gwyneth) (3) Kamsarmax
 
82,790
 
2006 Time Charter / June 2015
27 Star Kamila (ex Iron Bradyn) (2) Kamsarmax
 
82,769
 
2005 Time Charter / July 2015
28 Pendulum (1) Kamsarmax
 
82,619
 
2006 Time Charter / May 2015
29 Star Maria (ex Iron Lindrew) (2) Kamsarmax
 
82,598
 
2007 Time Charter / May 2015
30 Star Markella (ex Iron Brooke)(2) Kamsarmax
 
82,594
 
2007 Time Charter / June 2015
31 Star Danai (ex Pascha) (2) Kamsarmax
 
82,574
 
2006
32 Star Georgia (ex Coal Hunter) (2) Kamsarmax
 
82,298
 
2006 Time Charter / May 2015
33 Star Sophia (ex Iron Manolis) (2) Kamsarmax
 
82,269
 
2007 Voyage Charter / May 2015
34 Star Mariella (ex Santa Barbara) (2) Kamsarmax
 
82,266
 
2006 Time Charter / May 2015
35 Star Moira (ex Iron Vassilis) (2) Kamsarmax
 
82,257
 
2006 Time Charter / May 2015
36 Star Nina (ex Iron Kalypso) (2) Kamsarmax
 
82,224
 
2006 Time Charter / May 2015
37 Star Renee (ex Coal Gypsy) (2) Kamsarmax
 
82,221
 
2006 Time Charter / May 2015
38 Star Nasia (ex Iron Anne) (2) Kamsarmax
 
82,220
 
2006 Time Charter / May 2015
39 Star Laura (ex Iron Fuzeyya) (2) Kamsarmax
 
82,209
 
2006 Voyage Charter / June 2015
40 Star Jennifer (ex Ore Hansa) (2) Kamsarmax
 
82,209
 
2006
41 Star Helena (ex Iron Bill) (2) Kamsarmax
 
82,187
 
2006 Time Charter / May 2015
42 Mercurial Virgo (1) Kamsarmax
 
81,545
 
2013 Time Charter / June 2015
43 Magnum Opus (1) Kamsarmax
 
81,022
 
2014 Time Charter / May 2015
44 Tsu Ebisu (1) Kamsarmax
 
81,001
 
2014 Time Charter / May 2015
45 Star Iris (ex Grain Express) (2) Panamax
 
76,466
 
2004 Time Charter / May 2015
46 Star Aline (ex IronKnight) (2) Panamax
 
76,429
 
2004
47 Star Emily (ex Grain Harvester) (2) Panamax
 
76,417
 
2004 Time Charter / June 2015
48 Star Christianna (ex Isminaki) (2) Panamax
 
74,577
 
1998 Time Charter / May 2015
49 Star Natalie (ex Angela Star)(2) Panamax
 
73,798
 
1998 Time Charter / June 2015
50 Star Nicole (ex Elinakos) (2) Panamax
 
73,751
 
1997 Time Charter / May 2015

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Vessel Name
Dry bulk
Vessel Type
Capacity
(dwt.)
Year
Built
Charter Type/
Month of Contract Expiry
51 Star Vanessa (ex Coal Pride) (2) Panamax
 
72,493
 
1999 Time Charter / January 2015
52 Star Claudia (ex Happyday) (2) Panamax
 
71,662
 
1997 Time Charter / May 2015
53 Idee Fixe (1) Ultramax
 
63,458
 
2015 Time Charter / June 2015
54 Roberta (1) Ultramax
 
63,426
 
2015 Time Charter / June 2015
55 Laura (1) Ultramax
 
64,000
 
2015 Time Charter / June 2015
56 Star Challenger Ultramax
 
61,462
 
2012 Time Charter / May 2015
57 Star Fighter Ultramax
 
61,455
 
2013 Time Charter / June 2015
58 Honey Badger (1) Ultramax
 
61,297
 
2015 Time Charter / May 2015
59 Wolverine (1) Ultramax
 
61,297
 
2015 Time Charter / May 2015
60 Maiden Voyage (1) Supramax
 
58,722
 
2012 Time Charter / May 2015
61 Strange Attractor (1) Supramax
 
55,742
 
2006 Time Charter / June 2015
62 Star Omicron Supramax
 
53,489
 
2005 Time Charter / May 2015
63 Star Gamma Supramax
 
53,098
 
2002 Time Charter / May 2015
64 Star Zeta Supramax
 
52,994
 
2003 Time Charter / May 2015
65 Star Delta Supramax
 
52,434
 
2000 Time Charter / June 2015
66 Star Theta Supramax
 
52,425
 
2003 Time Charter / May 2015
67 Star Epsilon Supramax
 
52,402
 
2001 Time Charter / May 2015
68 Star Cosmo Supramax
 
52,246
 
2005
69 Star Kappa Supramax
 
52,055
 
2001 Time Charter / May 2015
70 Star Michele (ex Emerald) (2) Handymax
 
45,588
 
1998 Time Charter / May 2015
Total dwt:
 
7,206,717
 

(1)These vessels were acquired pursuant to the July 2014 Transactions.
(2)These vessels were delivered to us from Excel pursuant to the Excel Transactions.
(3)These vessels were delivered to us from Heron.
(4)These vessels have been temporarily laid-up.

Newbuilding Vessels

Vessel Name
Dry bulk
Vessel Type
Capacity
(dwt.)
Shipyard (1)
Expected
Delivery Date
1 HN 5017 (tbn Deep Blue) Capesize
 
   182,000
 
JMU, Japan May 2015
2 HN NE 167 (tbn Goliath) Newcastlemax
 
209,000
 
NACKS, China June 2015
3 HN 1312 (tbn Bruno Marks) Capesize
 
180,000
 
SWS, China June 2015
4 HN 1064 (tbn Kaley) (2) Ultramax
 
64,000
 
New Yangzijiang, China June 2015
5 HN 5040 (tbn Star Aquarius) Ultramax
 
60,000
 
JMU, Japan June 2015
6 HN NE 184 (tbn Maharaj) Newcastlemax
 
209,000
 
NACKS, China July 2015
7 HN 1313 (tbn Jenmark) Capesize
 
180,000
 
SWS, China July 2015
8 HN 5043 (tbn Star Pisces) Ultramax
 
60,000
 
JMU, Japan July 2015
9 HN 1372 (tbn Star Libra) (3) Newcastlemax
 
208,000
 
SWS, China August 2015
10 HN 1338 (tbn Star Aries) Capesize
 
180,000
 
SWS, China August 2015
11 HN 5055 (tbn Behemoth) Capesize
 
182,000
 
JMU, Japan September 2015
12 HN NE 196 (tbn Star Antares) Ultramax
 
61,000
 
NACKS, China September 2015
13 HN 1359 (tbn Star Marisa) (3) Newcastlemax
 
208,000
 
SWS, China November 2015
14 HN 5056 (tbn Megalodon) Capesize
 
182,000
 
JMU, Japan November 2015
15 HN NE 197 (tbn Star Lutas) Ultramax
 
61,000
 
NACKS, China November 2015
16 HN 1080 (tbn Kennadi) Ultramax
 
64,000
 
New Yangzijiang, China January 2016
17 HN 1360 (tbn Star Ariadne) (3) Newcastlemax
 
208,000
 
SWS, China February 2016
18 HN 1371 (tbn Star Virgo) (3) Newcastlemax
 
208,000
 
SWS, China February 2016
19 HN 1081 (tbn Mackenzie) Ultramax
 
64,000
 
New Yangzijiang, China February 2016
20 HN NE 198 (tbn Star Poseidon) Newcastlemax
 
209,000
 
NACKS, China March 2016
21 HN 1343 (tbn Star Leo) Newcastlemax
 
208,000
 
SWS, China March 2016
22 HN 1342 (tbn Star Gemini) Newcastlemax
 
208,000
 
SWS, China March 2016
23 HN 1339 (tbn Star Taurus) Capesize
 
180,000
 
SWS, China March 2016

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Vessel Name
Dry bulk
Vessel Type
Capacity
(dwt.)
Shipyard (1)
Expected
Delivery Date
24 HN 1082 (tbn Night Owl) Ultramax
 
64,000
 
New Yangzijiang, China March 2016
25 HN 1083 (tbn Early Bird) Ultramax
 
64,000
 
New Yangzijiang, China April 2016
26 HN 1361 (tbn Star Magnanimus) (3) Newcastlemax
 
208,000
 
SWS, China May 2016
27 HN 1363 (tbn Star Chaucer) (3) Newcastlemax
 
208,000
 
SWS, China September 2016
Total dwt:
 
4,119,000
 
Total operating dwt:
 
7,206,717
 
Total fully delivered dwt:
 
11,325,717
 

(1)As used in herein, “JMU” refers to Japan Marine United, “SWS” refers to Shanghai Waigaoqiao Shipbuilding Co., Ltd., “NACKS” refers to Nantong COSCO KHI Ship Engineering Co., Ltd., and “New Yangzijiang” refers to Jiangsu Yangzijiang Shipbuilding Co. Ltd.
(2)We have entered into bareboat charters with affiliates of the New Yangzijiang shipyard for these vessels with the option to purchase the vessels at any time and a purchase obligation upon the completion of the eighth year of the bareboat charterparty.
(3)We have entered into bareboat charters with affiliates of the SWS shipyard for these vessels with the option to purchase the vessels at any time and a purchase obligation upon the completion of the tenth year of the bareboat charterparty.

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SIGNIFICANT FUEL SAVINGS OF OUR ECO-TYPE VESSELS

We believe that our investment in modern fuel efficient Eco-type newbuilding vessels will help us generate a superior time charter equivalent rate per day (“TCE rate”) compared to standard Baltic description vessels. All of our Eco-type newbuildings have significant technological improvements over the operating dry bulk vessels in their respective size categories, such as electronically controlled engines and optimized hull and propeller designs that have reduced water resistance and helped decrease fuel consumption.

While the shipping industry uses TCE rate as a key performance indicator, cargo owners chartering vessels on a voyage basis generally consider the cost per ton to move their cargo between ports and generally are indifferent to the resulting TCE rate, which depends on fuel costs, port and canal costs and speed. Two ships generating the same gross revenue per ton for the same voyage can therefore earn very different TCE rates based on different fuel consumption, speed and the number of tons of cargo each can carry.

When freight rates are relatively low (leading to low TCE rates), our Eco-type vessels enable us to generate higher TCE rates than non-Eco ships even when both are operated at low “Eco speeds,” which are the lowest speeds typically specified by the owners of vessels for normal operations. As freight rates rise, higher speeds are more profitable but our Eco-ships maintain a fuel cost advantage. The advantage of Eco-ships and lower speeds increases as fuel prices rise.

Assuming that the charter market remains at current levels, we intend to operate our vessels in the spot (or voyage) and short-term time charter market in order to benefit from any future increases in charter rates. If charter market levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to more advantageously employ our newbuilding fleet in the spot market in order to capture the benefit of available fuel cost savings.

OUR COMPETITIVE STRENGTHS

We believe that we possess a number of competitive strengths in our industry, including:

Track record of fleet growth with an extensive pipeline of attractive newbuilding vessels

Since 2007, we have successfully acquired 80 on the water modern dry bulk carrier vessels built between 1992 and 2015, with a total capacity of approximately 12.4 million dwt, including one Newcastlemax, 23 Capesize, four Post-Panamax, 20 Kamsarmax, 13 Panamax, seven Ultramax, ten Supramax and two Handymax vessels. During the same period we have successfully disposed of ten older dry bulk carrier vessels, including four Capesize, five Panamax and one Handymax vessel.

Our operating fleet of dry bulk carrier vessels were built at leading Japanese, Chinese and Korean shipyards between 1994 and 2015, all of which are serving existing customers. Our management team’s newbuilding philosophy has been to focus on building vessels exclusively at what we believe to be among the leading shipyards in Japan and China rather than simply purchasing available slots at any shipyard. Based on our experience, we believe that charterers will prefer newer, high-quality vessels and that such vessels will help to reduce operating and maintenance expenses and increase utilization rates. Mr. Pappas has leveraged his relationships with the shipyards to carefully plan our 27-vessel newbuilding program, including Capesize ships built at JMU, which we believe are very desirable because of their fuel efficiency and reliability. Our newbuilding program is designed to take advantage of economies of scale as quickly as practicable, adding a total capacity of approximately 4.1 million dwt, with 15 of the 27 vessels to be delivered in the remaining months of 2015. As of April 30, 2015, the average age of our operating fleet was 8.4 years. When our newbuilding program is completed (which we expect in the third quarter of 2016) our fleet is expected to consist, on a fully delivered basis, of 97 wholly owned vessels, with an average age of 7.3 years and an aggregate capacity of 11.3 million dwt. We believe that our operating fleet and our expected newbuilding delivery schedule give us a competitive advantage.

Focus on fuel efficiency and improving vessel operations

All of our 27 newbuilding vessels are Eco-type vessels, and our Capesize ships being built at JMU in Japan have some of the lowest projected fuel consumption rates in the Capesize market. These fuel-efficient Eco-type vessels will enable us to take advantage of available fuel cost savings and operational efficiencies and give us the opportunity to generate advantageous TCE rates, particularly in an environment in which fuel costs are high and

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charterhire rates are relatively low. In addition, each of our newbuilding vessels will be equipped with a sophisticated vessel remote monitoring system that will allow us to collect real-time information on the performance of critical on-board equipment, with a particular focus on fuel consumption and engine performance. Using this information, we will be able to be proactive in identifying potential problems and evaluating optimum operating parameters during various sea passage conditions. We will also be able to compare actual vessel performance to reported vessel performance and provide feedback to crews in real time, thereby reducing the likelihood of errors or omissions by our crews. Similar systems will be retrofitted to certain of our vessels. The vessel remote monitoring system is designed to enhance our ability to manage the operations of our vessels, thereby increasing operational efficiency and reducing maintenance costs and off-hire time. In addition, because of the similarities between certain Excel Vessels and a number of our newbuilding vessels, we can take advantage of efficiencies in crewing, training and spare parts inventory management and can apply technical and operational knowledge of one ship to its sisterships. In addition to our newbuilding Eco-type vessels, 31 of our operating vessels are being equipped with sliding engine valves and alpha lubricators, making them semi-Eco vessels with increased fuel efficiency and decreased lubricant consumption. Most of the Excel Vessels either are equipped or are in the process of being equipped with similar features for increased fuel efficiency and decreased lubricant consumption.

Experienced management team with a strong track record in the shipping industry

Our company’s leadership has considerable shipping industry expertise. Our founder and Chief Executive Officer, Mr. Pappas, has an established track record in the dry bulk industry, with more than 35 years of experience and more than 270 vessel acquisitions and dispositions. Mr. Pappas has extensive experience in operating and investing in shipping, including through his principal shipping operations and investment vehicle, Oceanbulk Maritime. Mr. Pappas also has extensive relationships in the shipping industry, and he has leveraged his deep relationships with shipbuilders to formulate our newbuilding program.

Mr. Hamish Norton, our President, is also the Head of Corporate Development and Chief Financial Officer of Oceanbulk Maritime with more than 22 years of experience in the shipping industry. Prior to joining Oceanbulk Maritime, from 2007 through 2012, Mr. Norton was a Managing Director and the Global Head of the Maritime Group at Jefferies LLC, and from 2003 to 2007, he was head of the shipping practice at Bear Stearns. Mr. Norton has advised in numerous capital markets and mergers and acquisitions transactions by shipping companies.

Mr. Christos Begleris, our Co-Chief Financial Officer, has served as Deputy Chief Financial Officer of Oceanbulk Maritime since 2013 and was the Chief Financial Officer of Oceanbulk from January 2014. Mr. Begleris has been involved in the shipping industry since 2008 and has considerable banking and capital markets experience, having executed more than $9.0 billion of acquisitions and financings.

Mr. Simos Spyrou, our Co-Chief Financial Officer, has served as Chief Financial Officer of Star Bulk since September 2011. Mr. Spyrou has more than 15 years of experience in the Greek equity and derivative markets at the Hellenic Exchanges Group.

Mr. Nicos Rescos, our Chief Operating Officer, has served as the Chief Operating Officer of Oceanbulk Maritime since April 2010 and prior to that, he was the Commercial Director of Goldenport Holdings Inc. since 2000. Mr. Rescos has been involved in the shipping industry in key commercial positions since 1993 and has strong expertise in the dry bulk, container and product tanker markets, having been responsible for more than 150 vessel acquisitions and dispositions.

Mr. Zenon Kleopas, our Executive Vice-President—Technical & Operations, joined us in July 2011 and has over 30 years of experience in the shipping industry. Mr. Kleopas was actively involved in the acquisition of our initial fleet in 2007 and 2008, and has extensive experience in ship operations and supervising ship management through his continuous employment in shipping companies in the United Kingdom and Greece since 1980.

Extensive relationships with customers, lenders, shipyards and other shipping industry participants

Through Mr. Pappas and our senior management team, we have strong global relationships with shipping companies, charterers, shipyards, brokers and commercial shipping lenders. Our senior management team has a long track record in the voyage chartering of dry bulk ships (including those that comprise our operating fleet), which we expect will be of great benefit to us in increasing the profitability of our newbuilding fleet. The

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chartering team has long experience in the business of arranging voyage and short-term time charters and can leverage its extensive industry relationships to arrange for favorable and profitable charters. We believe that these relationships with these counterparties and our strong sale and purchase track record and reputation as a creditworthy counterparty should provide us with access to attractive asset acquisitions, chartering and ship financing opportunities. Mr. Pappas has also leveraged his deep relationships with various shipyards to enable us to implement our newbuilding program and obtain attractive slots at those shipyards.

OUR BUSINESS STRATEGIES

Our primary objectives are to grow our business profitably and to continue to grow as a successful owner and operator of dry bulk vessels. The key elements of our strategy are:

Capitalize on expected increases in demand for dry bulk shipping

We have observed a recent downward volatility in dry bulk charterhire rates. Based on our analysis of industry dynamics, we believe that, despite the current weak market, dry bulk charterhire rates will recover in the years to come, coinciding with our expected fleet expansion. 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. As of March 2015, the global dry bulk carrier order book amounted to approximately 19.9% of the existing fleet at that time. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs. Generally, dry bulk carriers at or over 25 years old are likely to be scrapped. During 2014, a total of 16.2 million dwt was scrapped, representing the fourth highest level in the history of the dry bulk industry. In addition, in the first three months of 2015, we have observed a record demolition rate for dry bulk vessels, with approximately 9.0 million dwt being scrapped. Historically, from 2006 to 2014, vessel demolition rates ranged from 0.5 million dwt to 33.4 million dwt. We have also observed the conversion of a number of newbuilding dry bulk vessels to tanker and container vessels, which we consider has the positive consequence of reducing dry bulk vessel deliveries and hence supply. In addition, in the first three months of 2015, we have observed an extremely low number of orders for the construction of dry bulk vessels, with only 1.2 million dwt being ordered. By comparison, from 2006 to 2014, orders for newbuilding dry bulk vessels ranged from 9.0 million dwt to 37.0 million dwt. We expect that the historically low freight rate environment will continue to dissuade ship owners from ordering further dry bulk vessels. By reducing vessel supply, we believe that the above three factors will have a positive effect on freight rates in the future. While the charter market remains at current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order to benefit from any future increases in charter rates.

Charter our vessels in an active and sophisticated manner

Our business strategy is centered on arranging voyage and short-term time charters for our vessels, an approach that is tailored specifically to the fuel efficiency of our fleet, particularly our newbuilding vessels. While this process is more difficult and labor-intensive than placing our vessels on longer-term time charters, it can lead to greater profitability, particularly for vessels that have lower fuel consumption than typical vessels. When operating a vessel on a voyage charter, we (as owner of the vessel) will incur fuel costs, and therefore, we are in a position to benefit from fuel savings (particularly for our Eco-type vessels). If charter market levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to more advantageously employ our newbuilding fleet in the voyage charter market in order to capture the benefit of available fuel cost savings. For a long-term time charter, a rate based in part on the projected fuel consumption of our ship must be negotiated, and we may not be given full credit by the chartering party for the fuel efficiency of our vessels. In addition, our large, diverse and high quality fleet provides scale to major charterers, such as iron ore miners, utility companies and commodity trading houses. On December 17, 2014, we announced the formation of a long-term strategic partnership with a significant iron ore mining company for the chartering of three Newcastlemax vessels, one of which was delivered to us in April 2015 and the remaining two expected to be delivered by the end of 2015, under an index-linked voyage charter for a five-year period. This arrangement will allow us to take the full benefit of the vessels’ increased cargo carrying capacity as well as potential savings arising from their fuel efficiency, as we will be compensated on a dollar per ton basis, while being responsible for the voyage expenses of the vessels. Furthermore, this arrangement will increase the utilization of the vessels through the steady flow of cargo and the reduction of ballasting, idle time and vessel diversions. We intend to seek similar arrangements with other charterers, by offering them the scale required for the transportation of large commodity volumes over a multitude of trading routes around the world.

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Expand and renew our fleet through opportunistic acquisitions of high-quality vessels at attractive prices

As of April 30, 2015, we had contracts for 27 additional newbuilding vessels with an aggregate capacity of approximately 4.1 million dwt. We intend to continue to opportunistically acquire high-quality vessels at attractive prices. When evaluating acquisitions, we will consider and analyze, among other things, our expectations of fundamental developments in the dry bulk shipping industry sector, the level of liquidity in the resale and charter market, the cash flow earned by the vessel in relation to its value, its condition and technical specifications with particular regard to fuel consumption, expected remaining useful life, the credit quality of the charterer and duration and terms of charter contracts for vessels acquired with charters attached, as well as the overall diversification of our fleet and customers. We believe that these circumstances combined with our management’s knowledge of the shipping industry may present an opportunity for us to grow our fleet at favorable prices. Additionally, we evaluate the performance of our operating fleet on an ongoing basis, and we may from time to time, depending on prevailing market circumstances, determine to sell vessels that do not fit with the commercial specifications of our fleet, as a result of characteristics such as age, fuel consumption, and cargo carrying capacity. We believe that selling older vessels that do not fit our commercial specifications, while taking delivery of 27 newbuilding vessels, will allow us to expand, renew and optimize our vessel portfolio.

Maintain a strong balance sheet through moderate use of leverage

We plan to finance our fleet, including future vessel acquisitions, with a mix of debt and equity, and we intend to maintain moderate levels of leverage over time, even though we may have the capacity to obtain additional financing. As of December 31, 2014, our debt to total capitalization ratio was approximately 42%. By maintaining moderate levels of leverage, we maintain greater flexibility than our more leveraged competitors to operate our vessels under spot or short-term time charters. Charterers have increasingly favored financially solid vessel owners, and we believe that our balance sheet strength will enable us to access more favorable chartering opportunities, as well as give us a competitive advantage in pursuing vessel acquisitions from commercial banks and shipyards, which in our experience have recently displayed a preference for contracting with well-capitalized counterparties. As of April 30, 2015, we had $197.0 million of cash on hand, while we have three vessels that are currently unencumbered and do not provide security under any of our credit facilities.

OAKTREE

Oaktree is our largest shareholder. Oaktree Capital Management, L.P., together with its affiliates, is a leader among global investment managers specializing in alternative investments, with $90.8 billion in assets under management as of December 31, 2014. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, the firm has over 900 employees and offices in 17 cities worldwide.

CORPORATE AND OTHER INFORMATION

We are a Marshall Islands corporation with principal executive offices at 40 Agiou Konstantinou Street, 15124, Athens Greece. Our telephone number at that address is 011-30-210-617-8400. We maintain a website on the Internet at http://www.starbulk.com. The information on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. We were incorporated in the Marshall Islands on December 13, 2006, as a wholly-owned subsidiary of Star Maritime Acquisition Corp., or Star Maritime, which was a special purpose acquisition corporation. We merged with Star Maritime on November 30, 2007 and commenced operations on December 3, 2007, which was the date we took delivery of our first vessel.

RECENT DEVELOPMENTS

Delivery of newbuilding vessel

On April 7, 2015, we took delivery of the vessel Laura (HN 1062), which is subject to a bareboat capital lease agreement.

Cancellation of bareboat charter and related agreements

In April 2015, we entered into an agreement in principle with a shipbuilding yard for the cancellation of a shipbuilding contract for one of the vessels previously scheduled to be delivered to us in June 2016 under a bareboat charter and related agreements. Under this agreement, which is subject to the satisfaction of several conditions, we have no obligation to compensate the shipbuilder or the bareboat charterer for this vessel.

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Sale of KLC shares

In connection with Korea Line Corporation (“KLC”) rehabilitation plan (see “Item 8. Financial Information—Consolidated statements and other financial information - Legal proceedings” in the 2014 20-F incorporated herein by reference), we received 1,701 shares for the vessel Star Cosmo and 24,196 shares for Star Gamma. In April 2015, all the KLC shares were sold for total proceeds of $549,273.

The 2015 Equity Incentive Plan

On April 13, 2015, we adopted an equity incentive plan (the “2015 Equity Incentive Plan”), under which those directors, officers and employees of the Company, its subsidiaries and affiliates, and consultants and service providers (including individuals who are employed by or provide services to any entity that is itself such a consultant or service provider) to the Company, its subsidiaries and affiliates selected by the Compensation Committee of our board of directors will be eligible to receive options to acquire common shares, stock appreciation rights, restricted stock and other stock-based or stock-denominated awards. We reserved a total of 1,400,000 common shares for issuance under the plan, subject to adjustment for changes in capitalization as provided in the plan. See “Description of Capital Stock—Common Shares”).

Certain Preliminary Financial Information as of April 30, 2015

As of April 30, 2015, the total payments for our 27 newbuilding vessels were expected to be $1,210.7 million, of which we had already paid $258.1 million. As of April 30, 2015, we had $197.0 million of cash on hand, of which a portion is required to be retained under our existing credit facilities under minimum liquidity covenants. As of March 31, 2015 (the last quarterly date on which we verified compliance), we were required to maintain a total of $49.3 million of cash under minimum liquidity covenants in our credit facilities (of which $13.6 million was classified as restricted cash). As of April 30, 2015, we had obtained commitments for a maximum of $765.0 million of debt for 25 newbuilding vessels, including $299.9 million under capital lease obligations, and we were in negotiations for additional maximum commitments of $65.0 million of debt for two remaining newbuilding vessels. The committed financing under the capital leases is not subject to availability limits, but the maximum commitment amount under the credit facilities may not exceed an LTV threshold specified in each such facility based on the amount drawn and the appraised value of the vessel securing the facility at the time of the vessel’s delivery. By the end of the third quarter of 2016, we expect our fleet to consist of 97 wholly owned vessels, with an average age of 7.3 years and an aggregate capacity of 11.3 million dwt. As of April 30, 2015, the average age of our operating fleet was 8.4 years. On a fully delivered basis and based on publicly available information, we believe our fleet will make us the largest U.S. publicly traded dry bulk shipping company by deadweight tonnage.

As of March 31, 2015, we had total outstanding borrowings of $907.4 million, including the $50.0 million under the issued 8.00% Senior Notes due 2019 (the “2019 Notes”) and $41.3 million under our capital lease obligations.

The foregoing financial information is preliminary and is based on management’s estimates, and has not been subject to our financial statements closing process or any audit or review by our independent accountants. As a result, such financial information may be subject to change due to the completion of our financial statements closing process and audit process. Additionally, the foregoing financial information may differ from future results, see “Risk Factors—Risks Related to Our Industry—Charterhire rates for dry bulk vessels are volatile and have declined significantly since their historic highs and may remain at low levels or decrease in the future, which may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants” in the 2014 20-F incorporated herein by reference.

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THE OFFERING

Issuer
Star Bulk Carriers Corp.
Common shares outstanding as of April 30, 2015
162,684,541   

These shares do not reflect:

(a)Common shares sold in this offering; and
(b)5,593 common shares issuable pursuant to our 2014 Equity Incentive Plan.
(c)1,400,000 common shares issuable under the 2015 Equity Incentive Plan.
Common shares to be offered
          common shares             
Common shares to be purchased by certain existing shareholders
We are offering $150.0 million of our common shares in this offering. As part of this offering, Oaktree, Monarch, and the Pappas Affiliates, which we refer to collectively as the “Significant Shareholders,” have expressed an interest in purchasing a substantial amount of common shares at the public offering price per common share listed in the table on the cover of this prospectus. We are offering the remainder of the $150.0 million of our common shares to the public at the public offering price listed in the table on the cover of this prospectus.
Lock-Up Agreements
Each of our Significant Shareholders, executive officers and directors has entered into a customary lock-up agreement with the representatives of the placement agents with a duration of 60 days from the date of the placement agency agreement we will enter into in connection with this offering, subject to certain exceptions, including, but not limited to, being permitted to pledge their common shares as collateral or security for foreign exchange swaps and custody agreements and to make transfers of pledged common shares as a result of foreclosure thereupon.
Use of Proceeds
We intend to use the net proceeds from our sale of common shares in this offering for general corporate purposes. These general corporate purposes may include, among other things, additions to our working capital, capital expenditures (which includes payments under our newbuilding program), repayment of debt or the financing of possible acquisitions and investments. See “Use of Proceeds.”
Dividend Policy
We currently do not intend to pay any dividends or distributions to the holders of our common shares. We intend to invest our available cash in the growth of our fleet and the development of our business.
Tax Considerations
For a discussion of the principal U.S. federal income tax and Marshall Islands tax considerations associated with the acquisition, ownership and disposition of our common shares see the sections of this prospectus entitled “Material United States Federal Income Tax Considerations” and “Marshall Islands Tax Considerations.”
Listing
Our common shares are listed on the NASDAQ Global Select Market under the symbol “SBLK”.
Risk Factors
An investment in our common shares involves risks. See the section entitled “Risk Factors” of this prospectus to read about factors you should consider before buying our common shares. You should also consider the risk factors described in the documents incorporated by reference in this prospectus.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING INFORMATION

Set forth below are the summary historical and pro forma consolidated financial and other data of Star Bulk and its consolidated subsidiaries for the periods and as of the dates indicated.

The summary historical consolidated financial data as of and for the years ended December 31, 2012, 2013 and 2014 have been derived from our consolidated financial statements as of such dates and for such years, which have been audited by Ernst & Young (Hellas) Certified Auditors−Accountants S.A., as indicated in the 2014 20-F.

The summary historical consolidated financial data below should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included in the 2014 20-F.

The summary pro forma financial information for the year ended December 31, 2014 has been derived from the unaudited pro forma condensed financial information contained in this prospectus. The acquisition of Oceanbulk and the Pappas Companies has already been reflected in Star Bulk’s historical consolidated balance sheet as of December 31, 2014, and therefore no pro forma balance sheet data is presented. The summary pro forma statement of operations for the year ended December 31, 2014 gives effect to the Merger and the Pappas Transaction (as defined below) as if such transactions closed on January 1, 2014. The summary pro forma financial information does not reflect any pro forma adjustments in respect of the acquisition of the Heron Vessels, the Excel Vessels or any of the other Excel Transactions, since our financial statements reflect each Excel Vessel and Heron Vessel as the purchase of an asset and therefore the operations of each Excel Vessel and Heron Vessel are reflected in our financial statements from the date it is transferred to us. See “Unaudited Pro Forma Condensed Combined Statement of Operations of Star Bulk.”

The summary pro forma financial information below was derived from and should be read in conjunction with Star Bulk’s audited consolidated financial statements and the related notes included in the 2014 20-F and Oceanbulk’s audited combined financial statements and the related notes included in Exhibit 99.2 to the Transaction 6-K.

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Income Statement
(In thousands of U.S. Dollars, except
per share and share data)

Year ended December 31,
Pro Forma
2012
2013
2014
Year ended
December 31,
2014
Voyage revenues
$
85,684
 
$
68,296
 
$
145,041
 
$
176,698
 
Management fee income
 
478
 
 
1,598
 
 
2,346
 
 
956
 
 
86,162
 
 
69,894
 
 
147,387
 
 
177,654
 
 
 
 
 
 
 
 
 
 
 
 
 
Voyage expenses
 
19,598
 
 
7,549
 
 
42,341
 
 
53,406
 
Vessel operating expenses
 
27,832
 
 
27,087
 
 
53,096
 
 
65,960
 
Dry docking expenses
 
5,663
 
 
3,519
 
 
5,363
 
 
6,388
 
Depreciation
 
33,045
 
 
16,061
 
 
37,150
 
 
45,883
 
Management fees
 
 
 
 
 
158
 
 
289
 
General and administrative expenses
 
9,320
 
 
9,910
 
 
32,723
 
 
25,718
 
Bad debt expense
 
 
 
 
 
215
 
 
215
 
Vessel impairment loss
 
303,219
 
 
 
 
 
 
 
Gain on time charter agreement termination
 
(6,454
)
 
 
 
 
 
 
Other operational loss
 
1,226
 
 
1,125
 
 
94
 
 
94
 
Other operational gain
 
(3,507
)
 
(3,787
)
 
(10,003
)
 
(10,003
)
Loss on sale of vessel
 
3,190
 
 
87
 
 
 
 
 
Gain from bargain purchase
 
 
 
 
 
(12,318
)
 
 
 
393,132
 
 
61,551
 
 
148,819
 
 
187,950
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) / income
 
(306,970
)
 
8,343
 
 
(1,432
)
 
(10,296
)
 
 
 
 
 
 
 
 
 
 
 
 
Interest and finance costs
 
(7,838
)
 
(6,814
)
 
(9,575
)
 
(11,895
)
Interest and other income
 
246
 
 
230
 
 
629
 
 
609
 
(Loss) / gain on derivative instruments, net
 
41
 
 
91
 
 
(799
)
 
(1,947
)
Loss on debt extinguishment
 
 
 
 
 
(652
)
 
(652
)
Total other expenses, net
 
(7,551
)
 
(6,493
)
 
(10,397
)
 
(13,885
)
 
 
 
 
 
 
 
 
 
 
 
 
Income / (Loss) Before Equity in Income of Investee
 
(314,521
)
 
1,850
 
 
(11,829
)
 
(24,181
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in income of investee
 
 
 
 
 
106
 
 
106
 
Net (loss) / income
$
(314,521
)
$
1,850
 
$
(11,723
)
$
(24,075
)
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) / earnings per share, basic
$
(58.32
)
$
0.13
 
$
(0.20
)
$
(0.27
)
(Loss) / earnings per share, diluted
$
(58.32
)
$
0.13
 
$
(0.20
)
$
(0.27
)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding, basic
 
5,393,131
 
 
14,051,344
 
 
58,441,193
 
 
87,605,333
 
Weighted average number of shares outstanding, diluted
 
5,393,131
 
 
14,116,389
 
 
58,441,193
 
 
87,605,333
 

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Year ended December 31,
2012
2013
2014
Fleet data:
 
 
 
 
 
 
 
 
 
Average number of vessels (1)
 
14.19
 
 
13.34
 
 
28.88
 
Total ownership days for fleet (2)
 
5,192
 
 
4,868
 
 
10,541
 
Total available days for fleet (3)
 
4,879
 
 
4,763
 
 
10,413
 
Total voyage days for fleet (4)
 
4,699
 
 
4,651
 
 
8,948
 
Fleet utilization (5)
 
96
%
 
98
%
 
86
%
 
 
 
 
 
 
 
 
 
Average daily results (In U.S. Dollars):
 
 
 
 
 
 
 
 
 
Time charter equivalent (6)
$
15,419
 
$
14,427
 
$
12,161
 
Vessel operating expenses (7)
 
5,361
 
 
5,564
 
 
5,037
 
Management fees (8)
 
 
 
 
 
15
 
General and administrative expenses (9)
 
1,795
 
 
2,036
 
 
3,104
 
 
 
 
 
 
 
 
 
 
Other Financial Data (In thousands of U.S. Dollars):
 
 
 
 
 
 
 
 
 
Dividends declared and paid ($3.0, $3.0, $0.68, $0.0 and $0.0 per share, respectively)
$
3,631
 
$
 
$
 
Net cash provided by operating activities
$
18,999
 
$
27,495
 
$
12,819
 
Net cash (used in) / provided by investing activities
$
17,238
 
$
(107,618
)
$
(437,075
)
Net cash (used in) / provided by financing activities
$
(46,609
)
$
111,971
 
$
456,708
 
Adjusted EBITDA (10)
$
40,358
 
$
32,331
 
$
43,565
 

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Balance Sheet data at period end
(In thousands of U.S. Dollars, except per share data)

December 31,
2012
2013
2014
Cash and cash equivalents
$
12,950
 
$
53,548
 
$
86,000
 
Advances for vessels under construction and vessel acquisition
 
 
 
67,932
 
 
454,612
 
Vessels and other fixed assets, net
 
291,207
 
 
326,674
 
 
1,441,851
 
Total assets
 
354,706
 
 
468,088
 
 
2,062,084
 
Current liabilities, including current portion of long-term debt and Excel Vessel Bridge Facility
 
42,450
 
 
29,734
 
 
140,198
 
Senior Notes due 2019
 
 
 
 
 
50,000
 
Total other long-term debt including Excel Vessel Bridge Facility, excluding current portion
 
195,348
 
 
172,048
 
 
715,308
 
Common stock
 
54
 
 
291
 
 
1,094
 
Stockholders’ equity
 
116,746
 
 
266,106
 
 
1,154,302
 
Total liabilities and stockholders’ equity
$
354,706
 
$
468,088
 
$
2,062,084
 

(1)Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days all vessels were part of our fleet during the period divided by the number of calendar days in that period.
(2)Ownership days are the total number of calendar days all vessels in our fleet were owned by us for the relevant period.
(3)Available days for the fleet are equal to the ownership days minus off-hire days as a result of major repairs, dry-docking or special or intermediate surveys.
(4)Voyage days are equal to the total number of days the vessels were in our possession for the relevant period minus off-hire days incurred for any reason (including off-hire for dry-docking, major repairs, special or intermediate surveys or transfer of ownership).
(5)Fleet utilization is calculated by dividing voyage days by available days for the relevant period.
(6)Time-charter equivalent represents the weighted average per-day TCE rates, of our entire fleet. TCE rate is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE rate is determined by dividing voyage revenues (net of voyage expenses and amortization of fair value of above/below market acquired time charter agreements) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. We included TCE revenues, a non- GAAP measure, as it provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, because it assists our management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.
(7)Average per day operating expenses per vessel are calculated by dividing vessel operating expenses by ownership days.
(8)Average per day management fees per vessel are calculated by dividing vessel management fees by ownership days.
(9)Average per day general and administrative expenses per vessel are calculated by dividing general and administrative expenses by total ownership days for fleet.
(10)We disclose and discuss EBITDA and Adjusted EBITDA as non-GAAP financial measures in our public releases, including quarterly earnings releases, investor conference calls and other reports furnished to or filed with the SEC. We define EBITDA as net income (loss) before interest, income taxes, depreciation and amortization. A reconciliation of EBITDA to the most comparable U.S. GAAP liquidity measure, net cash provided by operating activities, is set forth below.

Adjusted EBITDA, is calculated by further adjusting EBITDA to exclude the effects of various items such as non-cash items affecting our earnings, including but not limited to stock based compensation expense, vessel impairment losses, gains or losses recognized upon the sale of vessels, bad debt expenses due to the impairment of receivables, gains or losses on the termination of time charter agreements and changes in fair value of derivatives, and other items such as the costs associated with the July 2014 Transactions. We excluded the above-described items to derive adjusted EBITDA because we believe that these items do not reflect the operational cash inflows and outflows of our business on an ongoing basis. The derivation of adjusted EBITDA is set forth below. Together, we refer to EBITDA and adjusted EBITDA as our “EBITDA-Based Measures.”

Our EBITDA-Based Measures do not represent and should not be considered as alternatives to net income or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and our calculation of our EBITDA-Based Measures may not be comparable to those reported by other companies. Our EBITDA-based Measures are included in this prospectus because they are tools with which we assess our liquidity position. They are also used by our lenders as measures of our compliance with certain loan covenants.

We believe that our EBITDA-Based Measures are used by investors and other users of our financial statements as supplemental financial measures that, when viewed with our U.S. GAAP financial information and the accompanying reconciliations, provide additional information that is useful to gain an understanding of the factors and trends affecting our ability to incur and service debt and fund dry docking charges and other capital expenditures. We also believe the disclosure of EBITDA-Based Measures helps investors meaningfully evaluate and compare our cash flow generating capacity from quarter to quarter and year to year.

Other companies may calculate their EBITDA and adjusted EBITDA differently, which may limit their usefulness as comparative measures. We view our EBITDA-Based Measures as liquidity measures and, as such, we believe that the U.S. GAAP financial measure

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most directly comparable to these measures is net cash from operating activities. Because our EBITDA-Based Measures are not measures calculated in accordance with U.S. GAAP, they should not be considered in isolation or as substitutes for operating income, net income or loss, net cash from operating, investing and financing activities or other income or cash flow statement data prepared in accordance with U.S. GAAP. You should therefore not place undue reliance on our EBITDA-Based Measures or ratios calculated using those measures. Our U.S. GAAP-based measures can be found in our financial statements and the related notes thereto included elsewhere in this prospectus.

Our EBITDA-Based Measures have limitations as analytical tools. Some of these limitations are:

they do not reflect every expenditure, future requirements for capital expenditures or contractual commitments;
they do not reflect the significant interest expense or the amounts necessary to service interest or principal payments on our debt and other financing arrangements;
we have significant uses of cash, including capital expenditures, interest payments, debt principal repayments, which are not reflected in our EBITDA-Based Measures;
although depreciation and amortization and other non-cash items are eliminated in the calculation of EBITDA-Based Measures, the assets being depreciated and amortized or with respect to which non-cash charges are taken will often have to be replaced or will require improvements in the future, and our EBITDA-Based Measures do not reflect any costs of such replacements or improvements; and
they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.

We compensate for these limitations by using our EBITDA-Based Measures along with other comparative tools, together with U.S. GAAP measures, to assist in the evaluation of our liquidity and operating performance. Such U.S. GAAP measures include operating income/ (loss), net income/(loss), cash flows from operations and other cash flow data.

The following table reconciles EBITDA and Adjusted EBITDA to our net cash provided by operating activities, the most directly comparable U.S. GAAP measure, for the periods presented:

Year ended December 31,
2012
2013
2014
Net cash provided by operating activities
$
18,999
 
$
27,495
 
$
12,819
 
Net (decrease) / increase in current assets
 
9,539
 
 
(4,183
)
 
23,507
 
Net (increase) / decrease in operating liabilities, excluding current portion of long term debt
 
3,918
 
 
1,927
 
 
(9,709
)
Vessel impairment loss
 
(303,219
)
 
 
 
 
Stock—based compensation
 
(1,546
)
 
(1,488
)
 
(5,834
)
Change in fair value of derivatives
 
82
 
 
91
 
 
(1,717
)
Loss on debt extinguishment
 
 
 
 
 
(652
)
Total other expenses, net
 
7,090
 
 
6,062
 
 
8,917
 
Loss on sale of vessel
 
(3,190
)
 
(87
)
 
 
Bad debt expense
 
 
 
 
 
(215
)
Gain from Hull & Machinery claim
 
812
 
 
1,030
 
 
237
 
Gain from bargain purchase
 
 
 
 
 
12,318
 
Write-off of liability in other operational gain (non-cash gain)
 
 
 
 
 
1,361
 
Equity in income of investee
 
 
 
 
 
106
 
EBITDA
$
(267,515
)
$
30,847
 
$
41,138
 
 
 
 
 
 
 
 
 
 
Less:
 
 
 
 
 
 
 
 
 
Change in fair value of derivatives
 
(82
)
 
(91
)
 
 
Gain from bargain purchase
 
 
 
 
 
(12,318
)
Write-off of liability in other operational gain (non-cash gain)
 
 
 
 
 
(1,361
)
Equity in income of investee
 
 
 
 
 
(106
)
Plus:
 
 
 
 
 
 
 
 
 
Stock-based compensation
 
1,546
 
 
1,488
 
 
5,834
 
Vessel impairment loss
 
303,219
 
 
 
 
 
Loss on sale of vessel
 
3,190
 
 
87
 
 
 
Change in fair value of derivatives
 
 
 
 
 
799
 
Bad debt expense
 
 
 
 
 
215
 
Severance cash payment
 
 
 
 
 
891
 
Transaction costs related to Oceanbulk & Pappas Companies acquisition
 
 
 
 
 
8,473
 
Adjusted EBITDA
$
40,358
 
$
32,331
 
$
43,565
 

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RISK FACTORS

An investment in our common shares involves a high degree of risk, including the risks we face described in the accompanying prospectus and the documents incorporated by reference herein. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks. The trading value of our common shares could decline due to any of these risks, and you may lose all or part of your investment. This prospectus, the accompanying prospectus, and the documents incorporated by reference herein also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described in the accompanying prospectus and the documents incorporated by reference herein.

Before you decide to invest in our common shares, you should carefully consider the risks and the discussion of risks under the heading “Risk Factors” of the accompanying prospectus and in the 2014 20-F and incorporated by reference herein, as well as other information included in this prospectus, the accompanying prospectus and the documents we have incorporated by reference in this prospectus that summarize the risks that may materially affect our business. Please refer to the sections entitled “Where You Can Find Additional Information” in this prospectus and in the accompanying prospectus for discussions of these other filings.

Risks Related to our Company

Our bank loan agreements require us to comply with certain financial covenants. If we are unable to comply with such covenants, we would be in default under our secured loan agreements, which, absent our ability to obtain a waiver or amendment of the agreement by the lenders, could result in an event of default and materially and adversely affect our financial condition and results of operations.

Our bank loan agreements, all of which are secured by mortgages on our vessels, require us to comply with various financial and other covenants, including financial covenants relating to our financial position, operating performance and liquidity. In general, these financial covenants require us, among other things, to maintain a maximum market adjusted leverage ratio, minimum liquidity, a minimum market value adjusted net worth, and a minimum interest coverage ratio. Our ability to satisfy these and other covenants depends on our results of operations and ability to respond to changes in business and economic conditions, certain of which are beyond our control. Due to the recent downward volatility in the dry bulk shipping industry, there is a risk that we may not be in compliance with certain of the financial and other covenants in our bank loan agreements at times during the remaining quarters of 2015.

In addition, under a number of our secured loan agreements, we are required to maintain a specified security cover ratio based on the market value of the pledged vessels and the amount of the relevant loan outstanding. If we fail to maintain such a ratio and to remedy shortfalls within specified grace periods, the lenders can notify us of the deficiency and require us to cure such deficiency. Under the relevant provisions in our loan agreements, we can cure such deficiencies by providing additional collateral equal to the shortfall to bring us into compliance with the applicable security cover ratio threshold or prepaying a portion of the relevant loan.

The market value of dry bulk vessels is sensitive, among other things, to changes in the dry bulk charter market, as vessel values deteriorate in times when dry bulk charter rates are falling and improve when charter rates are anticipated to rise. The current low charter rates in the dry bulk market, along with the oversupply of dry bulk carriers have adversely affected dry bulk vessel values, including the vessels in our fleet. As a result, we expect that we will not meet the specified security cover ratios under five of our secured loan agreements, as of March 31, 2015. While we have not received notices of the deficiencies from our lenders as of the date of this prospectus, we have agreed with all five lenders to amend the terms of our current secured loan agreements or to obtain covenant waivers, subject to the execution of definitive documentation and the satisfaction of certain conditions. There can be no assurance that such definitive documentation will be executed or that the conditions related thereto will be satisfied. In the absence of such amendments or waivers, we intend to cure the shortfall under the five aforementioned secured loan agreements, which we currently believe is not a significant amount, by relying on our existing liquidity.

While we currently believe that we have available options to prevent or mitigate any covenant breaches (whether through waivers or amendments or implementing operational or financial measures), we cannot assure you that we will be able to implement them on a timely basis or at all, or that they will enable us to meet all of our financial covenant obligations. A violation of any of the financial covenants in our secured loan agreements, when not remedied within specified grace periods, constitutes an event of default thereunder, which, unless

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waived or modified by our lenders, provides our lenders with the right to declare the debt under the loan agreement due and payable immediately and foreclose on the collateral securing the loan agreement (including our vessels). Under many of our secured loan agreements, if we are in default, we would be unable to pay dividends on or repurchase our equity securities, including the common shares. In addition, we may also be required to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants or sell vessels in our fleet, any of which would materially and adversely impact our financial conditions and results of operations and impair our ability to continue to conduct our business.

In addition, all of our secured loan agreements contain a cross-default provision that may be triggered by a default under one of our other secured loan agreements. A cross-default provision means that a default on one loan would result in a default on all other loans. If our indebtedness is accelerated in full or in part, it may be difficult in the current financing environment for us to refinance our debt or obtain additional financing, and we could lose our vessels if our lenders foreclose on them, which would materially and adversely impact our financial conditions and results of operations and impair our ability to conduct our business.

Our lenders’ interests may be significantly different from ours or those of the holders of our equity securities and we may not be able to obtain our lenders’ consent when needed. This inability to obtain a consent may prevent us from taking actions that are in our shareholders’ best interest. Additionally, even if we succeed in obtaining our lenders’ consent, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing secured loan agreements in connection with any additional waivers of, or amendments to, our secured loan agreements that we may obtain in the future as a result of additional breaches of the financial and other covenants contained in our secured loan agreements. These restrictions may restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

Risks Related to this Offering and Ownership of our Common Shares

We cannot assure you that we will be able to raise equity sufficient to meet our future capital and operating needs.

Following completion of this offering, we cannot assure you that our available liquidity will be sufficient to meet our ongoing capital and operating needs. As of April 30, 2015, we had obtained commitments for a maximum of $765.0 million of secured debt for 25 newbuilding vessels, and we were in negotiations for additional maximum commitments of $65.0 million of secured debt for two remaining newbuilding vessels.

The credit facilities we intend to use to finance payments under the contracts for our newbuilding vessels, other than capital lease obligations, contain LTV ratios. These LTV ratios may effectively limit the amount we can borrow under each such credit facility based on a percentage of the appraised value of the vessels upon their delivery securing the facility. As a result, the maximum amount committed under such facilities may not be available for us to borrow at the time a vessel is delivered, particularly if the appraised value of the vessels securing the facility has decreased at such time due to market conditions or other factors. If the available amount under our credit facilities is not sufficient to make the required payments under our newbuilding contracts, we will be required to use our available liquidity to cover any shortfall, and there can be no assurance that such liquidity will be available at such time on reasonable terms or at all.

Investors may experience significant dilution as a result of this offering and future offerings.

After this offering, the sale of our common shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Based on the offer and sale of           common shares, on an as-adjusted basis, as of April 30, 2015, we would have             common shares outstanding, which would have represented an increase of approximately    % in our issued and outstanding common shares. Purchasers of the shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested.

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In connection with this offering we have agreed that we will not, subject to certain exceptions, during the period from the date of the placement agency agreement through the date that is 60 days subsequent to the date thereof, offer, sell, contract or otherwise dispose of, or file any registration statement under the Securities Act in respect of, securities convertible into or exercisable or exchangeable for our common shares. Each of our Significant Shareholders, directors and executive officers has entered into a similar agreement with the representatives of the placement agents, subject to certain exceptions, including, but not limited to, being permitted to pledge their common shares as collateral or security for foreign exchange swaps and custody agreements and to make transfers of pledged common shares as a result of foreclosure thereupon. We have granted equity awards under the 2014 and 2015 Equity Incentive Plans. As of April 30, 2015, we had granted 430,000 and 685,557 common shares to certain of our directors, officers and employees under the 2014 and 2015 Equity Incentive Plans, respectively. We may file one or more registration statements on Form S-8 under the Securities Act to register the common shares subject to issuance under the 2014 and 2015 Equity Incentive Plans. Any such Form S-8 registration statements will automatically become effective upon filing. Once these shares are registered, they can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates.   

The market price of our common shares could drop significantly if the holders of our shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common shares or other securities. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of our common shares issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding common shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you. In addition, we may offer additional common shares in the future, whether or not in connection with investments or acquisitions, which may result in additional significant dilution.

The market price of our common shares has fluctuated widely and may fluctuate widely in the future, or there may be no continuing public market for you to resell our common shares.   

The market price of our common shares has fluctuated widely since our common shares began trading on the Nasdaq Global Select Market in December 2007, and may continue to do so as a result of many factors such as actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry, mergers and strategic alliances in the shipping industry, market conditions in the shipping industry, changes in government regulation, shortfalls in our operating results from levels forecast by securities analysts, announcements concerning us or our competitors and the general state of the securities market. Further, there may be no continuing active or liquid public market for our common shares.

If the market price of our common shares remains below $5.00 per share, under stock exchange rules, our shareholders will not be able to use such shares as collateral for borrowing in margin accounts. This inability to continue to use our common shares as collateral may lead to sales of such shares creating downward pressure on and increased volatility in the market price of our common shares.

The shipping industry has been highly unpredictable and volatile. The market for common shares in this industry may be equally volatile. Therefore, we cannot assure you that you will be able to sell any of our common shares you may have purchased at a price greater than or equal to its original purchase price, or that you will be able to sell them at all.

The Internal Revenue Service may seek to treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. Holders.

As described more fully herein, we believe that we currently are not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes, and we do not expect to become a PFIC in the future. It is possible that the Internal Revenue Service may seek to treat us as a PFIC, in which case, if, contrary to our expectation, the Internal Revenue Service were successful and we were classified as a PFIC for any taxable year during which a U.S. Holder (as defined in “—Material United States Federal Income Tax Considerations”) owns common shares (regardless of whether we continue to be a PFIC), the U.S. Holder would be subject to special adverse rules, including taxation at maximum ordinary income rates plus an interest charge on both gains on sale and certain dividends, unless the U.S. Holder makes an election to be taxed under an alternative regime. Certain elections may be available to U.S Holders if we were classified as a PFIC. Please

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refer to the discussion of these matters in “—Material United States Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Considerations.” U.S. Holders are urged to consult their tax advisors concerning the U.S. federal income tax consequences of holding common shares if we are considered a PFIC in any taxable year.

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USE OF PROCEEDS

We estimate that the net proceeds of this offering to us will be approximately $    million, after deducting the placement agents’ fees and our estimated offering expenses. We will use the net proceeds from the sale of the common shares offered by this prospectus for general corporate purposes. These general corporate purposes may include, among other things, additions to our working capital, capital expenditures (which includes our newbuilding program), repayment of debt or the financing of possible acquisitions and investments.

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CAPITALIZATION

The following table sets forth our capitalization table as of December 31, 2014, on:

an Actual basis;
an As Adjusted basis to give effect to:
scheduled loan repayments and prepayments of $124.6 million between January 1, 2015 and April 30, 2015;
the incurrence of $216.8 million of indebtedness between January 1, 2015 and April 30, 2015, under new credit facilities we entered into in order to pay a portion of the cash consideration for the Excel Vessels delivered to us during that period, to repay a portion of the $231.0 million Senior Secured Credit Agreement, among Unity, as Borrower, the initial lenders named therein, as Initial Lenders, affiliates of Oaktree and Angelo, Gordon & Co. as Lenders, and Wilmington Trust, National Association, as Administrative Agent (the “Excel Vessel Bridge Facility”), to finance the acquisition of newbuilding vessels and our capital lease obligations;
the issuance of 4,257,887 common shares as consideration for the Excel Vessels that were delivered to us between January 1, 2015 and April 30, 2015;
the issuance of 49,000,418 common shares, at a price of $5.00 per share, in an underwritten public offering on January 14, 2015 (the “January 2015 Equity Offering”).
An As Further Adjusted basis, to give effect to the issuance and sale of           common shares (accounting for estimated offering expenses).
As of December 31, 2014
Actual
As Adjusted
As Further Adjusted
(dollars in thousands except
per share and share data)
Capitalization:
 
 
 
 
 
 
 
 
 
Total debt (including current portion)(1)(2)
$
861,793
 
$
954,039
 
 
         
 
Preferred shares, $0.01 par value; 25,000,000 shares authorized, none issued, actual and as adjusted and as further adjusted
 
 
 
 
 
 
 
Common shares, $0.01 par value; 300,000,000 authorized, 109,426,236 issued and outstanding actual, 162,684,541 shares issued and outstanding as adjusted, and           issued and outstanding as further adjusted
 
1,094
 
 
1,627
 
 
 
 
Accumulated other comprehensive loss
 
(378
)
 
(378
)
 
 
 
Additional paid-in capital
 
1,567,713
 
 
1,828,285
 
 
 
 
Accumulated deficit
 
(414,127
)
 
(414,127
)
 
 
 
Total shareholders’ equity
 
1,154,302
 
 
1,415,407
 
 
 
 
Total capitalization
$
2,016,095
 
$
2,369,446
 
$
 

(1)With the exception of the 2019 Notes and our capital lease obligations, all of our debt is secured.
(2)As of April 30, 2015, we had obtained commitments for a maximum of $765.0 million of additional secured debt, including $299.9 million under capital lease obligations, (subject to certain conditions) to finance our newbuilding program, which have not yet been drawn down. Apart from amounts under our capital lease obligations, the amounts available under the above commitments are subject to LTV thresholds in each facility, as described under “Prospectus Summary—Recent Developments—Certain Preliminary Financial Information as of April 30, 2015.”

Other than the adjustments described above, there have been no significant adjustments to our capitalization since December 31, 2014. This table should be read in conjunction with the consolidated financial statements and related notes included in the 2014 20-F and incorporated by reference herein.

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PER SHARE MARKET PRICE INFORMATION

Since December 3, 2007 our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.” You should carefully review the high and low prices of Star Bulk common shares in the table below and under the heading Item 9. “The Offer and Listing” in our 2014 20-F, which is incorporated by reference herein. As of May 11, 2015, there were 114 holders of record of our common shares.

The table below sets forth the high and low prices for each of the periods indicated for our common shares as reported by the NASDAQ Global Select Market.

Months
High
Low
May 2015 (through May 11, 2015) $3.94 $3.61
April 2015 $4.13 $3.47
March 2015 $4.54 $3.05
February 2015 $4.80 $4.01
January 2015 $6.66 $3.67
December 2014 $8.32 $5.41
November 2014 $10.49 $7.90

As of May 11, 2015, the last reported sale price of our common shares on the Nasdaq Global Select Market was $3.78.

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DIVIDEND POLICY

We pay dividends to our common shares, if any, on a quarterly basis 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. Initially, we do not intend to pay dividends to the holders of our common shares but rather to invest our available cash in the growth of our fleet and development of our business. The declaration and payment of dividends will be subject at all times to the discretion of our board of directors. The timing and amount of dividends will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends and other factors.

We are a holding company with no material assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to pay dividends depends on our subsidiaries and their ability to distribute funds to us. Under the terms of a number of outstanding financing agreements to which we are a party, we are subject to various restrictions on our ability to pay dividends. Certain of these financing agreements prevent us from paying dividends to our common shares, and others prevent us or our subsidiaries from paying dividends if an event of default exists or if certain dates have not passed. Under such circumstances, we or certain of our subsidiaries may not be able to pay dividends at all or so long as we are in default or have breached certain covenants of the credit facility without our lender’s consent or waiver of the default or breach. In addition, Marshall Islands law generally allows the payment of dividends only from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), and prohibits the payment (i) when a company is insolvent or (ii) if the payment of the dividend would render the company insolvent.

We did not pay dividends on our common shares for the years ended December 31, 2014 and 2013, nor have we declared or paid any dividends on our common shares in 2015 to date.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS OF STAR BULK

On July 11, 2014, pursuant to an Agreement and Plan of Merger, dated as of June 16, 2014 (as amended from time to time, the “Merger Agreement”), Star Bulk Carriers Corp. (“Star Bulk”) completed a transaction with Oaktree Dry Bulk Holdings LLC (including affiliated funds, “Oaktree”) and Millennia Holdings LLC (“Millennia Holdings,” and together with Oaktree, the “Sellers”) that resulted in a merger of two of Star Bulk’s subsidiaries with Oceanbulk Shipping LLC (“Oceanbulk Shipping”) and Oceanbulk Carriers LLC (“Oceanbulk Carriers” and, together with Oceanbulk Shipping, “Oceanbulk”) (the “Merger”). At the time of the Merger, Oceanbulk owned and operated a fleet of 12 dry bulk carrier vessels and owned contracts for the construction of 25 newbuilding dry bulk vessels fuel-efficient Eco-type vessels (including eight vessels, Peloreus, Leviathan, Honey Badger, Wolverine, Idee Fixe, Roberta, Gargantua and Laura that were being built and have been delivered to us as of April 30, 2015) at shipyards in Japan and China. The consideration paid by Star Bulk in the Merger was 48,395,766 common shares. The agreement governing the Merger also provides for the acquisition (the “Heron Transaction”) of two Kamsarmax vessels (the “Heron Vessels”), from Heron Ventures Ltd. (“Heron”), a limited liability company incorporated in Malta. Star Bulk issued 2,115,706 of its common shares into escrow as consideration for the Heron Vessels. On January 30, 2015, the common shares were released from escrow to the Sellers under the Merger Agreement following the delivery of the Heron Vessels to Star Bulk on December 5, 2014. In addition to the issued shares, in November 2014, Star Bulk entered into a loan agreement with CiT Finance LLC for $25.3 million, to finance the cash consideration related to the acquisition of the Heron Vessels. The pre-transaction investors in Heron will effectively remain as ultimate beneficial owners of Heron, until Heron is dissolved and , pursuant to the Merger Agreement, any cash received from the final liquidation of Heron will be transferred to the Sellers.

In addition, concurrently with the Merger, Star Bulk completed a transaction (the “Pappas Transaction”), in which it acquired all of the issued and outstanding shares of Dioriga Shipping Co. and Positive Shipping Company (collectively, the “Pappas Companies”), which were entities owned and controlled by affiliates of the family of Mr. Pappas. At the time of the Merger, the Pappas Companies owned and operated a dry bulk carrier vessel (Tsu Ebisu) and had a contract for the construction of a newbuilding dry bulk carrier vessel, HN 5016 (tbn Indomitable) which was delivered to Star Bulk on January 8, 2015. The consideration paid by Star Bulk in the Pappas Transaction was 3,592,728 common shares.

The accompanying unaudited pro forma condensed combined statements of operations of Star Bulk reflect:

the Merger; and
the Pappas Transaction.

All of the foregoing transactions are referred to as the “Pro Forma Transactions.”

The Merger and the Pappas Transaction have been reflected in the unaudited pro forma condensed combined financial information as purchases of businesses pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 805, “Business Combinations” (“ASC Topic 805”). In addition, on December 5, 2014, Star Bulk took delivery of the Heron Vessels, for which, as of December 31, 2014, Star Bulk had issued 2,115,706 common shares into escrow. Upon the delivery of Heron Vessels, the fair value of the common shares of $25.1 million, which was previously included under “Advances for vessels under construction and acquisition of vessels,” was transferred to “Vessels and other fixed assets, net.”

The accompanying unaudited pro forma condensed combined statement of operations of Star Bulk do not reflect the acquisition of the Heron Vessels or the Excel Vessels, since the financial statements of Star Bulk reflect each Excel Vessel and Heron Vessel as the purchase of an asset and therefore the operations of each Excel Vessel and Heron Vessel are reflected in Star Bulk’s financial statements from the date it is transferred to Star Bulk.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014, are presented in thousands of U.S. dollars and give effect to the Pro Forma Transactions as if such transactions closed on January 1, 2014. The acquisition of Oceanbulk and the Pappas Companies has already been reflected in Star Bulk’s historical consolidated balance sheet as of December 31, 2014, and therefore no pro forma balance sheet data is presented.

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This unaudited pro forma condensed combined statement of operations is being presented for illustrative purposes only and, therefore, is not necessarily indicative of the financial position or results of operations that might have been achieved had the Pro Forma Transactions actually occurred on January 1, 2014. It is not necessarily indicative of the results of operations of Star Bulk that may, or may not be expected to occur in the future. The unaudited pro forma condensed combined statement of operations does not reflect any special items such as payments pursuant to change-of-control provisions or restructuring and integration costs that may be incurred as a result of the Pro Forma Transactions.

The following unaudited pro forma condensed combined statement of operations was derived from and should be read in conjunction with Star Bulk’s audited consolidated financial statements and the related notes included in Star Bulk’s 2014 20-F.

The cost of the acquisition of the Oceanbulk Companies and the Pappas Companies has been allocated to the estimated fair values of the identifiable assets and liabilities of the Oceanbulk Companies and the Pappas Companies pursuant to the acquisition method of accounting prescribed by ASC Topic 805, as further discussed in Note 1 to Star Bulk’s audited consolidated financial statements for the year ended December 31, 2014. The acquisition cost of the Pro Forma Transactions and the value of the advance, provided concurrently with the Merger, as part of the consideration for the acquisition of the Heron Vessels through the issuance, in escrow, of 2,115,706 of Star Bulk’s common shares are based on the average closing market price of Star Bulk’s common shares, as determined over a period of two trading days before and two trading days after, and inclusive, of July 11, 2014.

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STAR BULK CARRIERS CORP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2014

Twelve months Ended December 31, 2014
Star Bulk
Oceanbulk
Pappas
Companies
Total
Adjustments
Note
Pro Forma
Note
(in thousands of U.S. Dollars, except for share and per share data)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Voyage revenues
$
   145,041
 
$
 31,449
 
$
821
 
$
(613
)
2a
$
   176,698
 
Management fee income
 
2,346
 
 
 
 
 
 
(1,390
)
2b
 
956
 
 
147,387
 
 
31,449
 
 
821
 
 
(2,003
)
 
177,654
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Voyage expenses
 
42,341
 
 
11,077
 
 
(12
)
 
 
 
53,406
 
Vessel operating expenses
 
53,096
 
 
12,176
 
 
688
 
 
 
 
65,960
 
Dry docking expenses
 
5,363
 
 
1,025
 
 
 
 
 
 
6,388
 
Depreciation
 
37,150
 
 
5,627
 
 
235
 
 
2,871
 
2c
 
45,883
 
General and administrative expenses
 
32,723
 
 
5,740
 
 
12
 
 
(12,757
)
2f
 
25,718
 
Management fees
 
158
 
 
1,444
 
 
77
 
 
(1,390
)
2b
 
289
 
Bad debt expense
 
215
 
 
 
 
 
 
 
 
215
 
Other operational loss
 
94
 
 
 
 
 
 
 
 
94
 
Other operational gain
 
(10,003
)
 
 
 
 
 
 
 
(10,003
)
Gain on bargain purchase
 
(12,318
)
 
 
 
 
 
12,318
 
2f
 
 
Operating income/(loss)
 
(1,432
)
 
(5,640
)
 
(179
)
 
(3,045
)
 
(10,296
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
Other Income / (Expenses):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and finance costs
 
(9,575
)
 
(2,069
)
 
(251
)
 
 
 
(11,895
)
Interest on Members’ Loans
 
 
 
(1,816
)
 
 
 
1,816
 
2d
 
 
Loss on derivative financial instruments, net
 
(799
)
 
(1,148
)
 
 
 
 
 
(1,947
)
Loss on debt extinguishment
 
(652
)
 
 
 
 
 
 
 
(652
)
Interest and other income
 
629
 
 
(19
)
 
(1
)
 
 
 
609
 
Total other expenses, net
 
(10,397
)
 
(5,052
)
 
(252
)
 
1,816
 
 
(13,885
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss Before Equity in Income of Investee
 
(11,829
)
 
(10,692
)
 
(431
)
 
(1,229
)
 
(24,181
)
Equity in income of investee
 
106
 
 
 
 
 
 
 
 
106
 
Net loss
$
(11,723
)
$
(10,692
)
$
(431
)
$
 (1,229
)
 
(24,075
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss per share, basic
$
(0.20
)
$
 
$
 
$