6-K 1 s001408x1_6k.htm FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2016
Commission File Number: 001-33869

STAR BULK CARRIERS CORP.
(Translation of registrant’s name into English)

Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Street,
15124 Maroussi,
Athens, Greece
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
The information contained in this Form 6-K and Exhibit 99.1 is hereby incorporated by reference into the registrant’s Registration Statements on Form F-3 (File Nos. 333-197886 and 333-198832) and Registration Statement on Form S-8 (File No. 333-176922), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit 99.2 to this Form 6-K is being furnished to disclose the press release issued by the Registrant on September 14, 2016. The purpose of the press release, furnished as Exhibit 99.2, was to announce the Registrant’s financial results for the second quarter and first half of 2016 and to announce the Registrant’s agreement with its lenders to defer 100% of Its debt repayment for 25 months to June 30, 2018 and to waive or substantially relax the financial covenants of Its debt facilities until December 31, 2019. The information in Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this Form 6-K is a Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated financial statements of Star Bulk Carriers Corp. (the “Company” or “Star Bulk”) as of and for the six months ended June 30, 2016 and 2015.
Attached as Exhibit 99.2 is a copy of the press release of Star Bulk dated September 14, 2016, titled Star Bulk Carriers Corp. Reports Financial Results for the Second Quarter and First Half of 2016, and Announces Agreement with Its Lenders to Defer 100% of Its Debt Repayment for 25 Months to June 30, 2018 and to Waive or Substantially Relax the Financial Covenants of Its Debt Facilities until December 31, 2019.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Form 6-K, and the documents to which the Company refers in this Form 6-K, as well as information included in oral statements or other written statements made or to be made by the Company, contain “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;

• | the impact of the level of our indebtedness and the restrictions in our debt agreements;

| • | 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 the restructuring of our indebtedness with our various lenders; and

| • | the risk factors and other factors referred to in the Company’s reports filed with or furnished to the SEC.

Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or referred to herein, including, but not limited to, (i) the information contained under this heading and (ii) the information disclosed in the Company’s annual report on Form 20-F for the fiscal year ended 2015, filed with the SEC on March 22, 2016.
You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. Except as required by law, the Company undertakes no obligation to update any of these forward-looking statements.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 14, 2016 |  | STAR BULK CARRIERS CORP.
(Registrant)
|  | By: | /s/ Simos Spyrou
|  |  | Name: | Simos Spyrou
|  |  | Title: | Co-Chief Financial Officer

Exhibit No. |  | Name
99.1 |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations and our unaudited interim condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2015 and 2016.
99.2 |  | Press Release of the Company, dated September 14, 2016, titled Star Bulk Carriers Corp. Reports Financial Results for the Second Quarter and First Half of 2016, and Announces Agreement with Its Lenders to Defer 100% of Its Debt Repayment for 25 Months to June 30, 2018 and to Waive or Substantially Relax the Financial Covenants of Its Debt Facilities until December 31, 2019.