Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-197886
October 30, 2014
PRICING TERM SHEET
STAR BULK CARRIERS CORP.
$50,000,000
8.00% SENIOR NOTES DUE 2019
The information in this pricing term sheet relates to the offering of the 8.00% Senior Notes due 2019 of Star Bulk Carriers Corp. (the “ Offering ”) and should be read together with the preliminary prospectus dated October 30, 2014 relating to the Offering (the “ Preliminary Prospectus ”), including the documents incorporated by reference therein, relating to Registration Statement No. 333-197886. Terms used but not defined herein have the meanings given in the Preliminary Prospectus.
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Issuer
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Star Bulk Carriers Corp.
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Securities Offered
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8.00% Senior Notes due 2019 (the “Notes”)
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Firm Principal Amount
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$50,000,000 principal amount of Notes
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Underwriters’ Option
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$7,500,000 principal amount of Notes
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Maturity
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November 15, 2019
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Optional Redemption
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On or after November 15, 2016, the Notes are redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the date fixed for redemption. See “Description of Notes—Optional Redemption”
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Make-Whole Redemption
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Prior to November 15, 2016, the Notes are redeemable at the Issuer’s option at a make-whole call equal to T+50 basis points, plus accrued and unpaid interest to, but excluding, the date fixed for redemption. See “Description of Notes—Optional Redemption”
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Tax Redemption
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The Issuer may redeem the Notes in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the date fixed for redemption, if certain events occur involving changes in taxation.
See “Description of Notes—Optional Redemption for Changes in Withholding Taxes.”
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Issue Price
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100.00%
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Coupon
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8.00%
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Interest Payment Dates
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February 15, May 15, August 15 and November 15, commencing February 15, 2015
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Record Dates
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February 1, May 1, August 1 and November 1 (whether or not a Business Day), immediately preceding the relevant Interest Payment Date
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Trade Date
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October 30, 2014
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Settlement Date
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November 6, 2014 (T + 5) (DTC)
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Public Offering Price
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$25.00 per Note
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Underwriters’ Discount
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$0.7875 per Note
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Underwriters’ Purchase Price from Issuer
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$24.2125 per Note
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Net Proceeds to the Issuer (before expenses)
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$48,425,000 (assuming no exercise of the underwriters’ option to purchase additional Notes)
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Denominations
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$25.00 and integral multiples of $25.00 in excess thereof
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Offer to Purchase
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If a Change of Control or a Limited Permitted Asset Sale (each as defined in the Preliminary Prospectus) occurs, the Issuer must offer to repurchase the Notes at a redemption price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase. See “Description of Notes—Change of Control Permits Holders to Require us to Purchase Notes” and “Description of Notes—Certain Covenants—Limitation on Asset Sales.”
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Ratings
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The Notes will not be rated by any nationally recognized statistical rating organization.
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Listing
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The Issuer has applied for listing of the Notes on the NASDAQ Global Select Market. If approved for listing, trading on the NASDAQ Global Select Market is expected to commence within 30 days after the Notes are first issued.
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CUSIP/ISIN
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Y8162K 139/MHY8162K1394
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Joint Book-Running Managers
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Morgan Stanley & Co. LLC
Stifel, Nicolaus & Company, Incorporated
Jefferies LLC
Deutsche Bank Securities Inc.
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Certain Covenants
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The indenture governing the Notes will include the covenants described under “Description of Notes—Certain Covenants” in the Preliminary Prospectus.
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Star Bulk Carriers Corp. (“Star Bulk”) has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in such registration statement and other documents Star Bulk has filed with the SEC for more complete information about Star Bulk and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Star Bulk, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649; Stifel, Nicolaus & Company, Incorporated at 1-855-300-7136; Jefferies LLC at 1-877-547-6340 or Deutsche Bank Securities Inc. at 1-800-503-4611.