SEC Comment Letter for Eagle Bulk Shipping Inc. (CIK 0001322439) — Jun 22, 2005
Eagle Bulk Shipping Inc. (CIK 0001322439)
Date: June 22, 2005 · CIK: 0001322439 · Accession: 0000000000-05-031721
AI Filing Summary & Sentiment
File numbers found in text: 333-123817
Referenced dates: June 15, 2005
Letter
Mail Stop 3-5 June 21, 2005 Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004
Re: Eagle Bulk Shipping Inc. Registration Statement on Form S-1 Amendment No. 4 and 5 Filed June 20, 2005 File No. 333-123817
Dear Mr. Wolfe:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Index to Consolidated Financial Statements
Consolidated Balance Sheet, page F-3
1. We note your revised pro forma balance sheet presentation. Please revise to give effect to the offsetting liability associated with the payments to be made to Kelso & Company, L.P. Your current presentation only reflects the dividend amount in accumulated deficit, but does not reflect the offsetting liability. Note 6. Related Party Transactions, page F-10
2. We note your response to our prior comment 5. It is implied by your response that the non cash charge associated with the awarded profit interests will be recorded as expense over the vesting period utilizing the method specified by SFAS No. 123(R). Your current disclosure references to FIN No. 28. Please revise accordingly.
Note 10. Subsequent Events (after date of Accountant`s Report- unaudited), page F-12
3. We note your response to our prior comment 5. Please revise paragraph g of Note 10 and MD&A on page 33 to disclose your aggregate estimated compensation charge and annual estimated compensation charge related to the service related profit interest, which will vest over four years, based upon the price of the shares to be issued in your initial public offering.
4. Also, please explain why Kelso & Company, L.P.`s initial investment of $91.7 million as referenced in footnote (3) of Exhibit B to your response significantly exceeds the $40.8 million investment reflected in the Company`s Consolidated Statement of Stockholders` Equity.
Exhibit 5
5. We reissue comment 6 in our letter dated June 15, 2005. The opinion should be dated as of effectiveness or otherwise delete the phrase "as in effect on the date hereof" in the penultimate paragraph.
******
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Direct any questions on the financial statements and related disclosure Jeff Jaramillo at (202) 533-3212, or Linda Cvrkel, at (202) 533-3813. Direct any other questions to Hanna Teshome at (202) 533-3315, or in her absence to me at (202) 533-3750.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
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Mail Stop 3-5
June 21, 2005
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Re: Eagle Bulk Shipping Inc.
Registration Statement on Form S-1
Amendment No. 4 and 5
Filed June 20, 2005
File No. 333-123817
Dear Mr. Wolfe:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Index to Consolidated Financial Statements
Consolidated Balance Sheet, page F-3
1. We note your revised pro forma balance sheet presentation.
Please
revise to give effect to the offsetting liability associated with
the
payments to be made to Kelso & Company, L.P. Your current
presentation only reflects the dividend amount in accumulated
deficit, but does not reflect the offsetting liability.
Note 6. Related Party Transactions, page F-10
2. We note your response to our prior comment 5. It is implied by
your response that the non cash charge associated with the awarded
profit interests will be recorded as expense over the vesting
period
utilizing the method specified by SFAS No. 123(R). Your current
disclosure references to FIN No. 28. Please revise accordingly.
Note 10. Subsequent Events (after date of Accountant`s Report-
unaudited), page F-12
3. We note your response to our prior comment 5. Please revise
paragraph g of Note 10 and MD&A on page 33 to disclose your
aggregate
estimated compensation charge and annual estimated compensation
charge related to the service related profit interest, which will
vest over four years, based upon the price of the shares to be
issued
in your initial public offering.
4. Also, please explain why Kelso & Company, L.P.`s initial
investment of $91.7 million as referenced in footnote (3) of
Exhibit
B to your response significantly exceeds the $40.8 million
investment
reflected in the Company`s Consolidated Statement of Stockholders`
Equity.
Exhibit 5
5. We reissue comment 6 in our letter dated June 15, 2005. The
opinion should be dated as of effectiveness or otherwise delete
the
phrase "as in effect on the date hereof" in the penultimate
paragraph.
******
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct any questions on the financial statements and related
disclosure Jeff Jaramillo at (202) 533-3212, or Linda Cvrkel, at
(202) 533-3813. Direct any other questions to Hanna Teshome at
(202)
533-3315, or in her absence to me at (202) 533-3750.
Sincerely,
Max A. Webb
Assistant Director
cc: via facsimile
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kessel LLP
(212) 480-8421
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Eagle Bulk Shipping Inc.
June 21, 2005
Page 1
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