Posted on April 21, 2025
- Record date set for April 29, 2025
- Distribution date for Costamare Bulkers shares anticipated to be May 6, 2025
MONACO — Costamare Inc. (NYSE:CMRE) (the “Company”) today announced that its Board of Directors has approved the previously announced spin-off of its dry bulk business into a standalone company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”). The Company expects to complete the transaction, by way of a pro rata distribution to Costamare Inc. shareholders, on May 6, 2025.
Additional information regarding Costamare Bulkers and the proposed spin-off transaction may be found in the Registration Statement on Form 20-F (the “Registration Statement”) filed by Costamare Bulkers with the U.S. Securities and Exchange Commission (the “SEC”), which is available at www.sec.gov.
Timeline for planned spin-off
- Record date: To accomplish the spin-off, Costamare Inc. will distribute all of the Costamare Bulkers shares held by Costamare Inc. to holders of Costamare Inc. common shares on a pro rata basis. In the distribution, each Costamare Inc. shareholder will receive one common share of Costamare Bulkers share for every five Costamare Inc. common shares they hold as of the close of business on April 29, 2025, the record date for the distribution.
- “Due-bill” trading: The New York Stock Exchange (the “NYSE”) will implement a “due-bill” trading market for Costamare Inc. shares beginning on April 29, 2025 and continuing through the Distribution Date (defined below), meaning that Costamare Inc. shares will trade with an entitlement to shares of Costamare Bulkers to be distributed pursuant to the distribution.
- “When-issued” and “ex-distribution” trading: Beginning on or about May 1, 2025 and continuing through the Distribution Date, it is expected that Costamare Bulkers shares will trade on a “when-issued” basis on the NYSE under the ticker symbol “CMDB WI.”
Also beginning on or about May 1, 2025 and continuing through the Distribution Date, it is expected that there will be two markets in Costamare Inc. common shares. Costamare Inc. shares that trade in the “regular-way” market under the symbol “CMRE” will trade with an entitlement to shares of Costamare Bulkers to be distributed pursuant to the distribution. Costamare Inc. shares that trade in the “ex-distribution” market under the symbol “CMRE WI” will trade without an entitlement to Costamare Bulkers shares. Costamare Inc. shareholders who sell their shares in the “regular-way” market from the record date and up to and including the Distribution Date will also be selling their entitlement to receive Costamare Bulkers shares in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Costamare Inc. shares on or before the Distribution Date.
- Distribution date: Holders of Costamare Inc. common shares will receive one common share of Costamare Bulkers for every five Costamare Inc. common shares held as of the record date. Costamare Inc. shareholders will receive cash upon the sale of the aggregated fractional shares in lieu of any fractional shares. The distribution is expected to occur at 5:00 p.m., New York City time, on May 6, 2025 (the “Distribution Date”), subject to customary conditions. At market close on May 6, 2025, when-issued trading of Costamare Bulkers’ shares and ex-distribution trading of Costamare Inc.’s shares will end.
- Listing date: On May 7, 2025, Costamare Bulkers shares are expected to be listed and traded “regular-way” on the NYSE under the ticker symbol “CMDB.” Costamare Inc. will continue to trade on the NYSE under the ticker symbol “CMRE.”
The proposed distribution and spin-off remain subject to, among other things, the Registration Statement being declared effective by the SEC and the approval of the listing of the Costamare Bulkers common shares on the NYSE.
Morgan Stanley & Co. LLC is advising Costamare Inc. on the transaction.
About Costamare Bulkers Holdings Limited
Costamare Bulkers Holdings Limited will be an international owner and operator of dry bulk vessels. Costamare Bulkers’ owned dry bulk fleet will consist of 38 vessels with a total carrying capacity of approximately 3,017,000 dwt, including one vessel that Costamare Bulkers has agreed to sell, with a carrying capacity of approximately 76,600 dwt. Costamare Bulkers will also own a dry bulk operating platform (CBI) which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. Costamare Bulkers’ common stock will trade on the New York Stock Exchange under the symbol “CMDB”.
About Costamare Inc.
Costamare Inc. is one of the world’s leading owners and providers of containerships for charter. The Company has 51 years of history in the international shipping industry and a fleet of 68 owned containerships, with a total capacity of approximately 513,000 TEU. The Company also participates in a leasing business. The Company’s common stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock trade on the New York Stock Exchange under the symbols “CMRE”, “CMRE PR B”, “CMRE PR C” and “CMRE PR D”, respectively.
