Filing Details
- Accession Number:
- 0000950142-16-004943
- Form Type:
- 13D Filing
- Publication Date:
- 2016-12-15 16:44:04
- Filed By:
- Oaktree Capital Management
- Company:
- Eagle Bulk Shipping Inc. (NASDAQ:EGLE)
- Filing Date:
- 2016-12-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| OCM Opps EB Holdings, Ltd | 15,418,292 | 15,418,292 | 15,418,292 | 32.05% | ||
| Oaktree Capital Management | 15,418,292 | 15,418,292 | 15,418,292 | 32.05% | ||
| Oaktree Holdings, Inc | 15,418,292 | 15,418,292 | 15,418,292 | 32.05% | ||
| Oaktree Capital Group | 15,418,292 | 15,418,292 | 15,418,292 | 32.05% | ||
| Oaktree Capital Group Holdings GP | 15,418,292 | 15,418,292 | 15,418,292 | 32.05% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Amendment No. 4)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
| Eagle Bulk Shipping Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| Y2187A127 |
| (CUSIP Number) |
| Todd E. Molz Managing Director and General Counsel Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 |
| (213) 830-6300 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 13, 2016 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 2 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Opps EB Holdings, Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,418,2921 |
| 8 | SHARED VOTING POWER None | |
| 9 | SOLE DISPOSITIVE POWER 15,418,2921 | |
| 10 | SHARED DISPOSITIVE POWER None |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,418,2921 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.05% 2 | |
| 14 | TYPE OF REPORTING PERSON OO |
_____________________
| 1 | Consists of (i) 15,417,928 shares of Common Stock, par value $0.01 (“Common Stock”), of Eagle Bulk Shipping Inc. (the “Issuer”); and (ii) 364 shares of Common Stock issuable upon exercise of the warrants (the “Warrants”) issued and distributed by the Issuer to the Reporting Persons in connection with the Restructuring (as defined below). |
| 2 | The percentages are calculated based upon (i) the 48,106,827 shares of Common Stock reported to be outstanding as of November 9, 2016 by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2016; and (ii) 364 shares of Common Stock issuable upon exercise of the Warrants but excluding (x) shares of Common Stock issuable upon exercise of the Warrants issued and distributed by the Issuer in connection with the Restructuring (other than Warrants held by the Reporting Persons), and (y) any shares issued pursuant to a management incentive plan. |
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 3 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS Not Applicable | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,418,292* |
| 8 | SHARED VOTING POWER None | |
| 9 | SOLE DISPOSITIVE POWER 15,418,292* | |
| 10 | SHARED DISPOSITIVE POWER None |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,418,292* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.05% | |
| 14 | TYPE OF REPORTING PERSON PN |
| * | Solely in its capacity as the sole director of OCM Opps EB Holdings, Ltd. |
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 4 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS Not Applicable | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,418,292* |
| 8 | SHARED VOTING POWER None | |
| 9 | SOLE DISPOSITIVE POWER 15,418,292* | |
| 10 | SHARED DISPOSITIVE POWER None |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,418,292* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.05% | |
| 14 | TYPE OF REPORTING PERSON CO |
| * | Solely in its capacity as general partner of Oaktree Capital Management, L.P. |
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 5 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS Not Applicable | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,418,292* |
| 8 | SHARED VOTING POWER None | |
| 9 | SOLE DISPOSITIVE POWER 15,418,292* | |
| 10 | SHARED DISPOSITIVE POWER None |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,418,292* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.05% | |
| 14 | TYPE OF REPORTING PERSON OO |
| * | Solely in its capacity as the sole shareholder of Oaktree Holdings, Inc. |
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 6 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS Not Applicable | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,418,292* |
| 8 | SHARED VOTING POWER None | |
| 9 | SOLE DISPOSITIVE POWER 15,418,292* | |
| 10 | SHARED DISPOSITIVE POWER None |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,418,292* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.05% | |
| 14 | TYPE OF REPORTING PERSON OO |
| * | Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC. |
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 7 of 8 |
| Item 1. | Security and Issuer |
This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on October 24, 2014, as amended by that certain Amendment No. 1 filed with Securities and Exchange Commission on January 14, 2015, that certain Amendment No. 2 filed with the Securities and Exchange Commission on August 17, 2016 and that certain Amendment No. 3 filed with the Securities and Exchange Commission on September 8, 2016 (collectively, this “Schedule 13D”), by (i) OCM Opps EB Holdings, Ltd., a Cayman Islands exempted company; (ii) Oaktree Capital Management, L.P., a Delaware limited partnership; (iii) Oaktree Holdings, Inc., a Delaware corporation; (iv) Oaktree Capital Group, LLC, a Delaware limited liability company; and (v) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (collectively, the “Reporting Persons”), with respect to the common stock, par value $0.01 (the “Common Stock”) of Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Issuer”). The address of the principal executive office of the Issuer is 300 First Stamford Place 5th Floor Stamford, CT 06902.
The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 4) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
As of December 15, 2016, as reflected in this Schedule 13D, the Reporting Persons beneficially owned that number of Common Shares (the “Subject Shares”), set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is amended and supplemented by adding thereto the following:
“On December 13, 2016, the Issuer, EB Holdings and certain other investors named therein entered into a Stock Purchase Agreement dated as of December 13, 2016 (the “Stock Purchase Agreement”), pursuant to which EB Holdings agreed to purchase from the Issuer an aggregate of 7,600,000 shares of Common Stock for an aggregate purchase price of $34,200,000. Pursuant to the Stock Purchase Agreement, EB Holdings, together with the other investors, deposited the purchase price into escrow pending the satisfaction of customary closing conditions, including shareholder approval of such issuance. Following the satisfaction of such closing conditions, the Issuer will issue to EB Holdings 7,600,000 shares in connection with the Stock Purchase Agreement for an aggregate purchase price of $34,200,000.
The foregoing description of the Stock Purchase Agreement does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of such agreement, which is referenced in Exhibit 1 to this Schedule 13D, and which is hereby incorporated by reference into this Item 3.”
| Item 7. | Material to be filed as Exhibits |
The following are filed herewith or incorporated by reference as Exhibits to this Schedule 13D:
| Exhibit 1 | Stock Purchase Agreement, dated as of December 13, 2016, by and among Eagle Bulk Shipping Inc. and the Investors party thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC December 13, 2016). |
| CUSIP No. Y2187A127 | SCHEDULE 13D | Page 8 of 8 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Dated as of December 15, 2016.
| OCM OPPS EB HOLDINGS, LTD. | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| | By: | /s/ Jordan Mikes | |
| Name: | Jordan Mikes | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL MANAGEMENT, L.P. | |||
| | By: | /s/ Jordan Mikes | |
| Name: | Jordan Mikes | ||
| Title: | Vice President | ||
| OAKTREE HOLDINGS, INC. | |||
| | By: | /s/ Jordan Mikes | |
| Name: | Jordan Mikes | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | |||
| | By: | /s/ Jordan Mikes | |
| Name: | Jordan Mikes | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| | By: | /s/ Jordan Mikes | |
| Name: | Jordan Mikes | ||
| Title: | Vice President | ||