eh1500157_13da1-eaglebulk.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D
(Amendment No. 1)
(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)
 
October 15, 2014
(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.
 
(Continued on following pages)
(Page 1 of 11 Pages)
 

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 11


 
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)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,714,5561
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,714,5561
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,714,5561
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%2
  
14
TYPE OF REPORTING PERSON
 
OO
  

_____________________
 
1 Consists of (i) 15,707,277 shares of Common Stock, par value $0.01 (the “Common Stock”), of the Issuer and (ii) 7,279 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 All calculations of percentage ownership herein are based on a total of 38,052,360 shares of Common Stock, consisting of (i) 38,045,081 shares of Common Stock issued and outstanding as of the close of business on November 14, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on November 14, 2014 and (ii) 7,279 shares of Common Stock issuable upon exercise of the Warrants issued and distributed by the Issuer to the Reporting Persons in connection with the Restructuring, 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 11


 
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)  o
(b)  o
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)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,714,556*
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,714,556*
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,714,556*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%
  
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 11


 
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)  o
(b)  o
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)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,714,556*
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,714,556*
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,714,556*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%
  
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 11


 
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)  o
(b)  o
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)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,714,556*
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,714,556*
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,714,556*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%
  
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 11


 
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)  x
(b)  o
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)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,714,556*
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,714,556*
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,714,556*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%
  
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 11
 

Item 1.
Security and Issuer
 
This amendment (“Amendment No 1”), dated January 14, 2015, amends and supplements the statement on Schedule 13D filed with the SEC on October 24, 2014 (the “Schedule 13D”) relating to shares of Common Stock of Eagle Bulk Shipping Inc., a Marshall Islands corporation (the “Issuer”) beneficially owned by OCM Opps EB Holdings, Ltd. (“EB Holdings”) and the other Reporting Persons identified in Item 2 of the Schedule 13D.  The address of the principal executive office of the Issuer is 477 Madison Avenue, New York, New York 10022.

The Amendment No. 1 has been prepared to reflect certain adjustments to the number of shares of Common Stock and Warrants distributed to the Reporting Persons in the Restructuring.

Capitalized terms used and not defined herein shall have the meaning set forth in the Schedule 13D.
   

Item 2.
Identity and Background
 
No material change.

Item 3.
Source and Amount of Funds or Other Consideration

No material change. 
 
 

 
 
 
 
 
CUSIP No. Y2187A127
 
 SCHEDULE 13D
Page 8 of 11

 
 
Item 4.
Purpose of Transaction

No material change.
 
Item 5.
Interest in Securities of the Issuer
 
The first three paragraphs of Item 5(a) are hereby amended and restated as follows.

The information contained on the cover pages and Item 1 of this Schedule 13D is incorporated herein by reference.

Ownership percentages set forth in this Schedule 13D are based on a total of 38,052,360 shares of Common Stock, consisting of (i) 38,045,081 shares of Common Stock issued and outstanding as of the close of business on November 14, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2014 and (ii) 7,279 shares of Common Stock issuable upon exercise of the Warrants issued and distributed by the Issuer to the Reporting Persons in connection with the Restructuring, 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.

EB Holdings directly holds (i) 15,707,277 shares of Common Stock and has the sole power to vote and dispose of such Common Stock and (ii) 7,279 Warrants.  Each Warrant is exercisable by EB Holdings for one share of Common Stock at an exercise price of $27.82 per share (subject to certain anti-dilutive adjustments).  The Warrants will expire pursuant to their terms on October 15, 2021.


 
 
 
 
 
CUSIP No. Y2187A127
 
 SCHEDULE 13D
Page 9 of 11

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
No material change.

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
A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
 
Exhibit 2
Registration Rights Agreement, dated as of October 15, 2014, by and between Eagle Bulk Shipping Inc. and the Holders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by the Issuer on October 16, 2014).
 
 
 

 
 
 
 
 
CUSIP No. Y2187A127
 
 SCHEDULE 13D
Page 10 of 11

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 January 14, 2015.
 
  OCM OPPS EB HOLDINGS, LTD.  
       
  By:  Oaktree Capital Management, L.P.   
  Its:  Director   
       
 
By:
/s/ Jordan Mikes
  
  Name: 
Jordan Mikes
  
  Title: 
Assistant Vice President
  
       
  By: 
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
 
 
 
OAKTREE CAPITAL MANAGEMENT, L.P.
  
       
 
By:
/s/ Jordan Mikes
  
  Name: 
Jordan Mikes
  
  Title: 
Assistant Vice President
  
       
  By: 
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
 
 
 
OAKTREE HOLDINGS, INC.
  
       
 
By:
/s/ Jordan Mikes
  
  Name: 
Jordan Mikes
  
  Title: 
Assistant Vice President
  
       
  By: 
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
 
 
 
 
 
 
 
 
CUSIP No. Y2187A127
 
 SCHEDULE 13D
Page 11 of 11

 
 
OAKTREE CAPITAL GROUP, LLC
  
       
 
By:
/s/ Jordan Mikes
  
  Name: 
Jordan Mikes
  
  Title: 
Assistant Vice President
  
       
  By: 
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
       
 
By:
/s/ Jordan Mikes
  
  Name: 
Jordan Mikes
  
  Title: 
Assistant Vice President
  
       
  By: 
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
 
 
 
 
 
 
 
 
 
    
ANNEX A

Oaktree Capital Group Holdings GP, LLC

Oaktree Capital Group Holdings GP, LLC is managed by an executive committee.  The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Name
Principal Occupation
   
Howard S. Marks
Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P.
   
Bruce A. Karsh
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
   
Jay S. Wintrob
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P.
   
John B. Frank
Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.
   
David M. Kirchheimer
Chief Financial Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer and Principal of Oaktree Capital Management, L.P.
   
Sheldon M. Stone
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
   
Larry W. Keele
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
   
Stephen A. Kaplan
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.




 
 
 

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

Name
Principal Occupation
   
Howard S. Marks
Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P.
   
Bruce A. Karsh
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
   
Jay S. Wintrob
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P.
   
John B. Frank
Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.
   
David M. Kirchheimer
Chief Financial Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer and Principal of Oaktree Capital Management, L.P.
   
Sheldon M. Stone
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
   
Larry W. Keele
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
   
Stephen A. Kaplan
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
 
 
 
 
 
 
 
 
 
 
D. Richard Masson
Owner and general manager of Golden Age Farm, LLC
   
Robert E. Denham
Partner in the law firm of Munger, Tolles & Olson LLP
   
Wayne G. Pierson
President of Acorn Investors, LLC and Principal of Clifford Capital Partners, LLC
   
Marna C. Whittington
Retired
   
Todd E. Molz
General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Group, LLC and General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Management, L.P.
   
Susan Gentile
Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P.
   
B. James Ford
Managing Director of Oaktree Capital Management, L.P.
   
Scott L. Graves
Managing Director of Oaktree Capital Management, L.P.
   
Caleb S. Kramer
Managing Director of Oaktree Capital Management, L.P.

Oaktree Holdings, Inc.

The name and principal occupation of each of the directors and executive officers of Oaktree Holdings, Inc. are listed below:

Name
Principal Occupation
   
Howard S. Marks
Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P.
   
Bruce A. Karsh
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
 
 
 
 
 
 
 
 
 
Jay S. Wintrob
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P.
   
John B. Frank
Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.
   
David M. Kirchheimer
Chief Financial Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer and Principal of Oaktree Capital Management, L.P.
   
Todd E. Molz
General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Group, LLC and General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Management, L.P.
   
Susan Gentile
Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P.

Oaktree Capital Management, L.P.

The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.

OCM Opps EB Holdings, Ltd.

Oaktree Capital Management, L.P. is the sole director of OCM Opps EB Holdings, Ltd.