QMAR Quintana Maritime Ltd (MM)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [    •    ], 2008

To Shareholders of Quintana Maritime Limited:

        The special meeting of shareholders of Quintana Maritime Limited, or Quintana, will be held on [    •    ] , 2008, at [    •    ] [ a/p ] .m., local time, at the Arion Hotel in Astir Palace, 40 Apollonos str., 166 71 Vouliagmeni, Athens, Greece, unless adjourned or postponed to a later date. The special meeting will be held for the following purposes:

1.

To consider and vote upon a proposal to authorize and approve the Agreement and Plan of Merger, dated as of January 29, 2008, as amended, by and among Excel Maritime Carriers Ltd., or Excel, Bird Acquisition Corp. and Quintana, pursuant to which Quintana will become a wholly-owned subsidiary of Excel;



2.

To approve adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to authorize and approve the agreement and plan of merger; and



3.

To consider and vote upon such other business as may properly come before the special meeting or any adjournment or postponement thereof.

        Only holders of record of Quintana common stock at the close of business on [    •    ] , 2008, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Each share of Quintana common stock entitles its holder to one vote on all matters that come before the special meeting.

         Quintana's board of directors unanimously recommends that Quintana's shareholders vote "FOR" the authorization and approval of the agreement and plan of merger.     Quintana cannot complete the merger unless the agreement and plan of merger is authorized and approved by Quintana shareholders. Authorization and approval of the agreement and plan of merger requires the affirmative vote by the holders of a majority of the outstanding shares of Quintana common stock on the record date. Under the terms of separate voting agreements (each of which will terminate upon the termination of the agreement and plan of merger), Corbin J. Robertson, Jr., the chairman of our board of directors, Hans Mende, a director, and Stamatis Molaris, our chief executive officer, president and a director, have agreed with Excel to vote the shares of Quintana common stock they beneficially own in favor of the authorization and approval of the agreement and plan of merger. Such shares collectively represent approximately 14% of the outstanding shares of Quintana common stock entitled to vote at the special meeting.

        The merger is described in the accompanying proxy statement/prospectus, which you are urged to read carefully. A copy of the agreement and plan of merger is attached to the proxy statement/prospectus as Appendix A .

         Quintana's board of directors also recommends that Quintana shareholders vote "FOR" any adjournment or postponement of the special meeting to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to authorize and approve the agreement and plan of merger.

        Quintana's board of directors is not aware of any matters that may be brought before the special meeting other than those set forth in this Notice of Special Meeting of Shareholders. If other matters properly come before the special meeting, the persons named in the accompanying proxy card will vote the shares represented by all properly submitted proxies on such matters in accordance with any recommendation of the board of directors or, in the absence of such recommendation, in their discretion.

        Please give this information your careful attention. Under Marshall Islands law, if the merger is consummated, then holders of Quintana common stock who have properly elected to dissent pursuant to Section 101 of the Marshall Islands Business Corporations Act will be entitled to payment of the fair value of their shares in accordance with Marshall Islands law. To exercise your right to dissent, you must strictly follow the procedures prescribed by the Marshall Islands Business Corporations Act. See "The Merger—Dissenters' Rights" beginning on page [    •    ] .

        Whether or not you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or appoint a proxy over the Internet or by telephone, in accordance with the directions set forth on the proxy card, to ensure that your shares will be represented at the special meeting. If you do attend the special meeting and wish to vote in person, you may do so notwithstanding the fact that you previously submitted or appointed a proxy. Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to vote at the meeting, you must obtain from your nominee a proxy issued in your name.

         Please do not send your stock certificates at this time. If the merger is completed, you will be sent instructions regarding the surrender of your stock certificates.

By Order of the Board of Directors,

Steve Putman
Secretary
[    •    ], 2008

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND RELATED MATTERS

Q:

What am I being asked to vote on?

A:

Excel and Quintana have entered into an agreement and plan of merger pursuant to which Excel has agreed to acquire Quintana. You are being asked to vote to authorize and approve the plan of merger contained in the agreement and plan of merger. Under the terms of the agreement and plan of merger, a newly-formed wholly-owned subsidiary of Excel will merge with and into Quintana, with Quintana continuing as the surviving corporation and a wholly-owned subsidiary of Excel.

Q:

What will I receive if the merger is completed?

A:

If the merger is completed, each share of Quintana common stock that you own will be exchanged for a combination of cash and Excel Class A common shares. The cash component of the merger consideration is fixed at $13.00 per share of Quintana common stock. The stock component of the merger consideration will be determined as follows:

•

If the average closing price of Excel Class A common shares during the fifteen trading days immediately preceding the closing date of the merger is less than or equal to $45.00, you will receive 0.4084 shares of Excel Class A common shares for each share of Quintana common stock that you own.



•

If the average closing price of Excel Class A common shares during the fifteen trading days immediately preceding the closing date of the merger is more than $45.00, the 0.4084 exchange ratio will be adjusted downward to equal the quotient of $18.38 divided by the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger.

In all cases, the amount of Excel Class A common shares to be delivered per share of Quintana common stock as merger consideration will be reduced to reflect any cash dividends paid by Quintana prior to the closing date of the merger.

Excel will not issue any fractional Excel Class A common shares in the merger. If you would be entitled to a fractional Excel Class A common share, you will receive the value of such factional share in cash (without interest) in lieu of such fractional share.

Based on the $33.00 closing price of Excel Class A common shares on January 28, 2008, the last trading day prior to the announcement of the merger, and assuming the payment by Quintana of a $0.31 cash dividend per share before the closing date of the merger, the offer would represent a total value to Quintana's shareholders of approximately $1.52 billion, or approximately $26.15 per share, representing a premium of 55% over the closing price of $16.89 per share of Quintana common stock on January 28, 2008. Based on the foregoing, Excel would issue approximately 23.2 million Excel Class A common shares as merger consideration, which would result in Quintana shareholders holding approximately 53.4% of the total outstanding Excel Class A common shares after the merger, representing approximately 13.0% of the total voting power of outstanding Excel capital stock. Based on the foregoing, Excel Class B shareholders, which include certain of Excel's executive officers and directors, would have approximately 75.7% of the total voting power of Excel's outstanding capital stock after the merger. See "Risk Factors—After the merger, Excel Class B shareholders will continue to exert considerable control over Excel, which may limit the ability of Excel Class A shareholders to influence Excel's actions" beginning on page [    •    ].

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Q:

Can the amount of Excel Class A common shares I receive as merger consideration and the market value thereof change between now and the time the merger is completed?

A:

Yes. The amount of Excel Class A common shares you receive as merger consideration and the market value thereof may fluctuate. If the average closing price for Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger is less than or equal to $45.00, you will receive 0.4084 Excel Class A common shares for each share of Quintana common stock that you own (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). If the average closing price for Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger is more than $45.00, the 0.4084 exchange ratio will be adjusted downward to equal the quotient of $18.38 divided by the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). In addition, the market value of Excel Class A common shares you receive on the closing date of the merger will increase or decrease as the trading price of Excel Class A common shares increases or decreases. Therefore, you will not know the amount of Excel Class A common shares you will receive as merger consideration or the precise market value thereof until the closing date of the merger, which may occur after the date of the special meeting. See "Risk Factors—You will not know the amount of Excel Class A common shares you will receive as merger consideration, or the precise value thereof, until the closing date of the merger, which may occur after the date of the special meeting." beginning on page [    •    ] .

Q:

What will happen in the proposed merger to Quintana's restricted stock?

A:

As of February 12, 2008, there were 1,699,900 shares of restricted Quintana common stock held by certain officers, directors and employees of Quintana. At the effective time of the merger, such restricted stock will vest and will thereafter be converted into the merger consideration in the same manner as other Quintana common stock.

Q:

What will happen in the proposed merger to Quintana's warrants?

A:

As of February 12, 2008, there were warrants outstanding that were exercisable into approximately 833,342 shares of Quintana common stock. Warrants may be exercised for Quintana common stock at anytime prior to the effective time of the merger. After the effective time of the merger, the warrant holders will have the right to purchase and receive upon the basis and upon the terms and conditions specified in the warrant agreement upon exercise of the warrants, the merger consideration they would have received had they exercised their warrants prior to the effective time of the merger.

Q:

When and where is the Quintana special meeting?

A:

The special meeting of shareholders of Quintana, will be held on [    •    ] , 2008, at [    •    ] [ a/p ] .m., local time, at the Arion Hotel in Astir Palace, 40 Apollonos str., 166 71 Vouliagmeni, Athens, Greece, unless adjourned or postponed to a later time and date.

Q:

Who can vote at the special meeting?

A:

Shareholders of record as of the close of business on [    •    ] , 2008, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date, approximately [    •    ] shares of Quintana common stock, held by approximately [    •    ] shareholders of record, were outstanding and entitled to vote at the special meeting. You may vote all shares you owned as of the close of business on the record date. All shares are entitled to one vote per share.

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Most of the Quintana's shareholders hold their shares through a broker, bank, trustee or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

•

SHAREHOLDER OF RECORD—If your shares are registered directly in your name with Quintana's transfer agent, Computershare Trust Company, N.A., then you are considered the shareholder of record of those shares and these proxy materials are being sent directly to you by Computershare Trust Company. As the shareholder of record, you have the right to grant a proxy or vote in person at the meeting.



•

BENEFICIAL OWNER—If your shares are held in a stock brokerage account or otherwise, by a broker, bank, trustee or other nominee, then you are considered to be the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by your broker, bank, trustee or other nominee who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee, or other nominee on how to vote your shares. You are also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote these shares in person at the meeting unless you first obtain a legal proxy from your broker, bank, trustee or other nominee holding your shares.

Under the terms of separate voting agreements (each of which will terminate upon the termination of the agreement and plan of merger), Corbin J. Robertson, Jr., the chairman of Quintana's board of directors, Hans Mende, a Quintana director, and Stamatis Molaris, Quintana's chief executive officer, president and a director, have agreed with Excel to vote the shares of Quintana common stock they beneficially own in favor of the authorization and approval of the agreement and plan of merger. Such shares collectively represent approximately 14% of the outstanding shares of Quintana common stock entitled to vote at the special meeting.

Q:

What vote of Quintana shareholders is required in connection with the merger?

A:

The affirmative vote by the holders of a majority of the outstanding shares of Quintana common stock on the record date for the special meeting is required to authorize and approve the agreement and plan of merger.

Q:

What if I do not vote or do not fully complete my proxy card?

A:

If you do not vote your shares with respect to the proposal to authorize and approve the agreement and plan of merger, it will have the same effect as a vote against the proposal. However, if the proposal to authorize and approve the agreement and plan of merger is completed, your Quintana shares will be converted into the right to receive the merger consideration even though you did not vote. Additionally, if you do not vote your shares with respect to the proposal to authorize and approve the agreement and plan of merger, then your vote will not be counted toward the quorum requirements at the Quintana special meeting called for such purpose.

If you submit a proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted "FOR" authorization and approval of the agreement and plan of merger.

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this document, please submit your proxy by telephone or via Internet in accordance with the instructions set forth in the enclosed proxy card, or fill out, sign and date the proxy card and then mail your signed proxy card in the enclosed prepaid envelope, as soon as possible so that your shares may be voted at the special meeting. See "The Special Meeting" beginning on page [    •    ] .

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Q:

If my shares are held in "street name" by my bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me?

A:

You should instruct your bank, broker, trustee or other nominee to vote your shares. If you do not instruct your bank, broker, trustee or other nominee, your bank, broker, trustee or other nominee will not be able to vote your shares. Please check with your bank, broker, trustee or other nominee and follow the voting procedures your bank, broker, trustee or other nominee provides. Your bank, broker, trustee or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See "The Special Meeting—Proxies" beginning on page [    •    ] .

Q:

When do you expect the merger to be completed?

A:

We currently expect to complete the merger in the second quarter of 2008. However, we cannot assure you when or if the merger will be completed. Among other things, the agreement and plan of merger must be authorized and approved by Quintana's shareholders at the special meeting and Excel must obtain financing for the transaction. See "The Merger—Merger Financing" beginning on page [    •    ] .

Q:

What are the material United States federal income tax consequences of the merger to Quintana shareholders?

A:

For a U.S. Holder (as defined in "The Merger—Material United States Federal Income Tax Consequences" beginning on page [    •    ] ), the merger will be treated for United States federal income tax purposes as a taxable sale by such holder of the shares of Quintana common stock that such holder surrenders in the merger. The material United States federal income tax consequences of the merger to non-dissenting U.S. Holders are as follows:

•

A U.S. Holder will recognize gain or loss equal to the difference between (1) the sum of the cash consideration (including any cash received in lieu of fractional shares) and the fair market value of the Excel Class A common shares (at the time the merger is completed) received in the merger and (2) such holder's adjusted tax basis in the shares of Quintana common stock surrendered in the merger for Excel Class A common shares and cash;



•

A U.S. Holder's adjusted tax basis in the Excel Class A common shares that such holder receives in the merger will equal the fair market value of such common stock at the time the merger is completed; and



•

A U.S. Holder's holding period for the Excel Class A common shares that such holder receives in the merger should generally begin on the day after the completion of the merger.

The merger will generally not be a taxable transaction to a Non-U.S. Holder (as defined in "The Merger—Material United States Federal Income Tax Consequences" beginning on page [    •    ] ) for United States federal income tax purposes unless such Non-U.S. Holder has certain connections to the United States. See "The Merger—Material United States Federal Income Tax Consequences" beginning on page [    •    ] .

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Q:

May I change my vote after I have submitted a proxy?

A:

Yes. If you have not voted through your bank, broker, trustee or other nominee, there are three ways you can change your vote after you have submitted your proxy (whether by mail, telephone or the Internet):

•

First, you may complete and submit a written notice to the corporate secretary of Quintana at the address below:

Quintana Maritime Limited
601 Jefferson Street, Suite 3600
Houston, TX 77002
Attention: Steve Putman

•

Second, you may complete and submit a new proxy card or vote again by telephone or the Internet. Your latest vote actually received by Quintana before the special meeting will be counted, and any earlier votes will be revoked.



•

Third, you may attend the special meeting and vote in person. Any earlier proxy will thereby be revoked. However, simply attending the meeting without voting will not revoke any earlier proxy you may have given.

If you have instructed a bank, broker, trustee or other nominee to vote your shares, you must follow the directions you receive from your bank, broker, trustee or other nominee in order to change or revoke your vote.

Q:

If I want to attend the special meeting, what do I do?

A:

You should come to the Arion Hotel in Astir Palace, 40 Apollonos str., 166 71 Vouliagmeni, Athens, Greece at [    •    ] [ a/p ] .m., local time, on [    •    ] , 2008. If you hold your shares in "street name," you will need to bring proof of ownership (by means of a recent brokerage statement, letter from your bank or broker or similar means) to be admitted to the meeting. Shareholders of record as of the record date for the special meeting can vote in person at the special meeting. If your shares are held in "street name," then you are not the shareholder of record and you must ask your bank, broker, trustee or other nominee how you can vote at the special meeting.

Q:

Should I send in my stock certificates now?

A:

No. Shortly after the merger is completed, you will receive a letter of transmittal with instructions informing you how to send your stock certificates to the exchange agent in order to receive the per share merger consideration. You should use the letter of transmittal to exchange your Quintana common stock certificates for the per share merger consideration to which you are entitled as a result of the merger. Please do not send in your Quintana stock certificates with your proxy card.

Q:

What if I cannot find my stock certificates?

A:

There will be a procedure for you to receive the merger consideration in the merger, even if you have lost one or more of your Quintana stock certificates. This procedure, however, may take time to complete. In order to ensure that you will be able to receive the merger consideration promptly after the merger is completed, if you cannot locate your Quintana stock certificates after looking for them carefully, we urge you to contact Quintana's transfer agent, Computershare Trust Company, as soon as possible and follow the procedures they explain to you for replacing your

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Quintana stock certificates. Computershare Trust Company can be reached at (781) 575-3100 or on their website at www.computershare.com, or you can write to them at the following address:

Transfer Agency
Computershare Investor Services
P.O. Box 4307
Providence, Rhode Island 02940-3078

Q:

Are there risks I should consider in deciding whether to vote for the agreement and plan of merger?

A:

Yes. We have set forth a non exhaustive list of risk factors that you should consider carefully in connection with the merger. See "Risk Factors" beginning on page [    •    ] .

Q:

Can I dissent and require appraisal of my shares?

A:

Yes. Under Marshall Islands law, if the merger is consummated, then holders of Quintana common stock that have properly elected to dissent pursuant to Sections 100 and 101 of the Marshall Islands Business Corporations Act, or the MIBCA, will be entitled to payment of the fair value of their shares in accordance with Marshall Islands law. To exercise your right to dissent, you must strictly follow the procedures prescribed by the MIBCA. See "The Merger—Dissenters' Rights" beginning on page [    •    ] .

Q:

How will Quintana shareholders receive the merger consideration?

A:

Following the merger, you will receive a letter of transmittal and instructions on how to obtain the merger consideration in exchange for your Quintana common stock. You must return the completed letter of transmittal and surrender your Quintana stock certificates as described in the instructions, and you will receive the merger consideration after the exchange agent receives your completed letter of transmittal, Quintana stock certificates and/or such other documents may be reasonably required by the exchange agent. See "The Merger—Exchange of Quintana Stock Certificates and Distribution of the Merger Consideration" beginning on page [    •    ] .

Q:

Who can help answer my additional questions about the merger or voting procedures?

A:

If you have more questions about the merger, including the procedures for voting your shares, you should contact Quintana's proxy solicitor:

[    •    ]

If your broker holds your shares, then you should also contact your broker for additional information.

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SUMMARY

         This summary highlights material information from this proxy statement/prospectus. It may not contain all of the information that may be important to you. You should carefully read this entire document, including the appendices and the other documents to which this document refers you, for a more complete understanding of the matters being considered at the special meeting. In addition, we incorporate by reference into this document important business and financial information about Excel and Quintana. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page [    •    ] . Where applicable, each item in this summary includes a page reference directing you to a more complete description of that item. All references in this proxy statement/prospectus to dollars, $ or U.S.$ are to U.S. dollars.

The Merger (page [    •    ])

        The agreement and plan of merger provides for Excel's direct wholly-owned subsidiary, Bird Acquisition Corp., to merge with and into Quintana, with Quintana surviving the merger as a wholly-owned subsidiary of Excel.

Quintana Shareholders Will Receive Cash and Excel Class A Common Shares in the Merger (page [    •    ])

        If the merger is completed, each share of Quintana common stock that you own will be exchanged for a combination of cash and Excel Class A common shares. The cash component of the merger consideration is fixed at $13.00 per share of Quintana common stock. The stock component of the merger consideration will be determined as follows:

•

If the average closing price of Excel Class A common shares during the fifteen trading days immediately preceding the closing date of the merger is less than or equal to $45.00, you will receive 0.4084 shares of Excel Class A common shares for each share of Quintana common stock that you own.



•

If the average closing price of Excel Class A common shares during the fifteen trading days immediately preceding the closing date of the merger is more than $45.00, the 0.4084 exchange ratio will be adjusted downward to equal the quotient of $18.38 divided by the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger.

        In all cases, the amount of Excel Class A common shares to be delivered per share of Quintana common stock as merger consideration will be reduced to reflect any cash dividends paid by Quintana prior to the closing date of the merger.

        Excel will not issue any fractional Excel Class A common shares in the merger. If you would be entitled to a fractional Excel Class A common share (after taking into account and aggregating all shares or fractional shares to which you are entitled), you will receive an amount in cash (without interest) determined by multiplying such fraction by the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger.

        Based on the $33.00 closing price of Excel Class A common shares on January 28, 2008, the last trading day prior to the announcement of the merger, and assuming the payment by Quintana of a $0.31 cash dividend per share before the closing date of the merger, the offer would represent a total value to Quintana's shareholders of approximately $1.52 billion, or approximately $26.15 per share, representing a premium of 55% over the closing price of $16.89 per share of Quintana common stock on January 28, 2008. Based on the foregoing, Excel would issue approximately 23.2 million Excel Class A common shares as merger consideration, which would result in Quintana shareholders holding

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approximately 53.4% of the total outstanding Excel Class A common shares after the merger, representing approximately 13.0% of the total voting power of outstanding Excel capital stock. Based on the foregoing, Excel Class B shareholders, which include certain of Excel's executive officers and directors, would have approximately 75.7% of the total voting power of Excel's outstanding capital stock after the merger. See "Risk Factors—After the merger, Excel Class B shareholders will continue to exert considerable control over Excel, which may limit the ability of Excel Class A shareholders to influence Excel's actions" beginning on page [    •    ] .

        Set forth below is a table showing a range of hypothetical exchange ratios and the aggregate number of Excel Class A common shares to be issued as merger consideration that would result from such exchange ratios. The hypothetical exchange ratios in the table below assume Quintana pays a cash dividend of $0.31 per share before the closing date of the merger. This table is for illustrative purposes only. The actual exchange ratio and number of Excel Class A common shares distributed as merger consideration will be determined by the average closing price for Excel Class A common shares for the fifteen trading days immediately preceding the closing of the merger.

(1)

Exchange ratios assume Quintana pays a cash dividend of $0.31 per share before the closing date of the merger.

(2)

The number of Excel Class A common shares to be issued in the merger is based on 58,217,444 shares of common stock of Quintana outstanding as of February 12, 2008, which includes 1,699,900 shares of restricted Quintana common stock. This number does not include the 833,342 shares of Quintana common stock reserved for issuance upon exercise of outstanding warrants. This number also does not include Excel Class A common shares that will be issued to Excel Management Ltd. after the merger pursuant to an anti-dilution clause in the management termination agreement entered into between Excel and Excel Management Ltd. in 2005.

Comparative Market Prices and Share Information (page [    •    ])

        The table below sets forth the closing sale prices of Excel Class A common shares and Quintana common stock as reported on the New York Stock Exchange Composite Tape and the NASDAQ Composite Tape, respectively, on January 28, 2008, the last trading day before the public announcement of the merger, and on March [    •    ] , 2008, the last practicable trading day before the distribution of this proxy statement/prospectus. The table also sets forth the equivalent pro forma sale price of Quintana common stock on each of these dates, as determined by multiplying the applicable closing sale price of Excel Class A common shares on the New York Stock Exchange by an exchange ratio of 0.4084 and adjusting this ratio downward to reflect an assumed cash dividend payment by Quintana of $0.31 per share before the closing date of the merger, and adding the fixed $13.00 per share cash component of the merger consideration. If the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger is less than or equal to $45.00, the exchange ratio will be fixed at 0.4084 (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). If the average closing price is more than $45.00, the 0.4084 exchange ratio will be adjusted downward to equal the quotient of $18.38 divided by the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger (subject to reduction to reflect the amount of any

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cash dividends paid by Quintana before the closing date of the merger). In addition, the market value of Excel Class A common shares you will receive on the closing date of the merger will increase or decrease as the trading price of Excel Class A common shares increases or decreases. On the closing date of the merger the market value of the fraction of Excel Class A common shares you receive per share of Quintana common stock may be greater or lesser than the market value of such fraction of Excel Class A common shares on January 28, 2008 or March [    •    ], 2008. We urge you to obtain current market quotations for both Excel Class A common shares and Quintana common stock.

Quintana's Financial Advisor Has Delivered an Opinion to the Board of Directors of Quintana that the Consideration to be received in the Merger was Fair, from a Financial Point of View, to Quintana Shareholders (page [    •    ])

        Citigroup Global Markets Inc., or Citi, rendered its oral opinion to Quintana's board of directors, which was subsequently confirmed in writing, that as of the date of the opinion, and based upon and subject to the considerations and limitations set forth in its written opinion, its work described in its written opinion and other factors it deemed relevant, the consideration to be received by the holders of Quintana common stock, was fair from a financial point of view to such holders. The full text of the written opinion of Citi, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is included as Appendix C to this proxy statement/prospectus. Holders of Quintana common stock should read the opinion completely and carefully. Citi provided its opinion for the information of Quintana's board of directors in connection with its evaluation of the merger. Citi's opinion is not intended to be and does not constitute a recommendation as to how any holder of Quintana common stock should vote with respect to the merger. Pursuant to an engagement letter dated November 2, 2007 between Quintana and Citi, Quintana agreed to pay Citi a fee payable upon delivery of the opinion. Quintana also agreed to pay Citi a transaction fee payable upon completion of the merger.

Material United States Federal Income Tax Considerations to Holders of Quintana Common Stock (page [    •    ])

        For a U.S. Holder (as defined in "The Merger—Material United States Federal Income Tax Considerations" beginning on page [    •    ] ), the merger will be a taxable transaction. For United States federal income tax purposes, a U.S. Holder that does not dissent will recognize gain or loss equal to the difference between (1) the sum of the cash consideration (including any cash received in lieu of fractional shares) and the fair market value of the Excel Class A common shares (at the time the merger is completed) received in the merger and (2) such holder's adjusted tax basis in the shares of Quintana common stock surrendered in the merger for Excel Class A common shares and cash. The merger will generally not be a taxable transaction to a Non-U.S. Holder (as defined in "The Merger—Material United States Federal Income Tax Considerations" beginning on page [    •    ] ) for United States federal income tax purposes unless such Non-U.S. Holder has certain connections to the United States.

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Holders of Quintana Common Stock Have Dissenters' Rights (page [    •    ])

        Under Marshall Islands law, if the merger is consummated, then holders of Quintana common stock that have properly elected to dissent pursuant to Sections 100 and 101 of the MIBCA will be entitled to payment of the fair value of their shares in accordance with Marshall Islands law. To exercise your right to dissent, you must strictly follow the procedures prescribed by the MIBCA.

Quintana's Board of Directors Unanimously Recommends that You Vote "FOR" the Authorization and Approval of the Agreement and Plan of Merger (page [    •    ])

        Quintana's board of directors has determined that the merger, the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger are in the best interests of Quintana's shareholders and has unanimously approved the plan of merger contained in the agreement and plan of merger. Quintana's board of directors unanimously recommends that Quintana shareholders vote "FOR" the authorization and approval of the agreement and plan of merger . For the factors considered by Quintana's board of directors in reaching its decision to approve the agreement and plan of merger, see "The Merger—Quintana Reasons for the Merger" beginning on page [    •    ] .

Quintana Executive Officers and Directors Have Financial and Other Interests in the Merger that are in Addition to and/or Different from Your Interests (page [    •    ])

        Some of the members of Quintana's board of directors and certain of Quintana's executive officers have financial interests in the merger that are in addition to, and/or different from, your interests. The independent members of Quintana's board of directors were aware of these additional and/or differing interests and potential conflicts and considered them, among other matters, in evaluating, negotiating and approving the agreement and plan of merger. These interests include the following:

•

At the effective time of the merger, restricted stock held by certain officers and directors of Quintana will vest and will thereafter be converted into the merger consideration in the same manner as other Quintana common stock.



•

Quintana has entered into severance agreements with certain of its executive officers that provide for severance payments under certain circumstances as a result of the merger.



•

After the merger, Stamatis Molaris, the current chief executive officer of Quintana, will become the chief executive officer of Excel. Excel expects to enter into an employment agreement with Mr. Molaris regarding his position as chief executive officer.



•

After the merger, four members of Excel's current board of directors will be replaced by the following current directors and officers of Quintana: Paul Cornell, Hans J. Mende, Stamatis Molaris and Corbin J. Robertson, III.



•

Excel has agreed to provide current directors and officers of Quintana who become directors of Excel after the merger registration rights with respect to the Excel Class A common shares they receive as merger consideration.



•

Excel has agreed to provide for a period of one year to Quintana's employees, including certain current executive officers of Quintana, who are employed under Greek law immediately prior to the effective time of the merger and who remain employed with the surviving entity (i) at least the same base level of cash compensation as that currently paid to such employees, and (ii) employee benefits as required by Greek law.



•

The agreement and plan of merger provides for director and officer indemnification arrangements for each of Quintana's directors and officers who are currently covered by Quintana's indemnification arrangements and a directors' and officers' liability insurance policy that will continue for six years following completion of the merger.

10

•

Excel's board of directors has taken steps to exempt from short-swing profit liability under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, any dispositions of Quintana common stock in the merger by directors or officers of Quintana who are subject to Section 16 of the Exchange Act.

Your Rights as a Holder of Excel Class A Common Shares Will Be Different from Your Rights as a Holder of Quintana Common Stock (page [    •    ])

        The conversion of your shares of Quintana common stock into Excel Class A common shares and cash in the merger will result in changes from your current rights as a Quintana shareholder, which generally are governed by the MIBCA and Quintana's organizational documents, to your rights as an Excel shareholder, which generally will be governed by the Liberian Business Corporation Act, or the LBCA, and Excel's organizational documents.

Excel's Board of Directors after the Merger (page [    •    ])

        After the merger, four members of Excel's current board of directors will be replaced by the following current directors and officers of Quintana: Paul Cornell, Hans J. Mende, Stamatis Molaris and Corbin J. Robertson, III. In addition, it is a condition to the closing of the merger that Excel amend its articles of incorporation to specify that, for a period ending one year after the closing date of the merger, Excel's board of directors will consist of seven or eight members, three of which will be directors of a special class, Paul Cornell, Hans J. Mende, and Corbin J. Robertson, III. Quintana has entered into a voting agreement with Excel's chairman and chief executive officer, Gabriel Panayotides, pursuant to which he has agreed to use his reasonable best efforts to obtain the votes necessary to so amend Excel's articles of incorporation. The special class directors will have the same rights and the same fiduciary duties as the other directors except that the approval of at least two members of the special class will be required for Excel to enter into (i) any agreement or series of related agreements involving aggregate consideration payable to or by Excel in excess of $100 million or (ii) certain affiliate transactions except, in each case, for transactions involving Oceanaut, Inc., or Oceanaut.

Excel's Management after the Merger (page [    •    ])

        After the merger, Stamatis Molaris, the current chief executive officer and president of Quintana, will become the chief executive officer of Excel. Excel expects to enter into an employment agreement with Mr. Molaris regarding his position as chief executive officer.

The Companies (page [    •    ])

Excel Maritime Carriers Ltd.
c/o 17th km National Road Athens
Lamia & Finikos Street
145-64 Nea Kifisia
Athens, Greece
(011) (30)(210) 620-9520

        Excel is a shipping company incorporated under the laws of the Republic of Liberia on November 2, 1988. Excel specializes in the world-wide seaborne transportation of dry bulk cargoes, including among others, iron ore, coal and grains, steel products, fertilizers, cement, bauxite, sugar and scrap metal. Excel Class A common shares have traded since September 15, 2005 on the New York Stock Exchange under the symbol "EXM," and prior to that date, traded on the American Stock Exchange under the same symbol. Excel currently has a fleet consisting of 18 dry bulk carriers, comprised of ten Panamax, two Supramax and six Handymax vessels and representing a carrying capacity of approximately 1,074,022 deadweight tons. The average age of the Excel vessels is 13 years.

11

The Excel fleet is managed by Maryville Maritime Inc., one of Excel's wholly-owned subsidiaries. As of September 30, 2007, Excel had $571.4 million in total assets and is headquartered in Athens, Greece.

        Additional information about Excel and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [    •    ] .

Bird Acquisition Corp.
c/o Excel Maritime Carriers Ltd.
c/o 17th km National Road Athens
Lamia & Finikos Street
145-64 Nea Kifisia
Athens, Greece
(011) (30) (210) 620-9520

        Bird Acquisition Corp. is a newly-formed non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of Excel. Bird Acquisition Corp. was formed exclusively for the purpose of completing the merger. At the effective time of the merger, Bird Acquisition Corp. will merge with and into Quintana and the separate corporate existence of Bird Acquisition Corp. will terminate.

Quintana Maritime Limited
Pandoras 13 and Kyprou Street
166 74 Glyfada
Greece
(011) (30) (210) 898-6820

        Quintana is an international provider of dry bulk marine transportation services that was incorporated in the Marshall Islands on January 13, 2005 and began operations in April 2005. Quintana's common stock trades on the NASDAQ Global Select Market, under the symbol "QMAR." Quintana was formed by affiliates of each of Corbin J. Robertson, Jr., First Reserve Corporation and American Metals & Coal International. Quintana owns a fleet of 22 vessels and operates 29 vessels, including seven Panamax vessels it sold and leased back and now operates under bareboat charters. Four of these vessels are Capesize vessels, fourteen are Kamsarmax vessels and eleven are Panamax vessels. Of the 29 vessels that Quintana operates, it acquired ten in 2005, thirteen in 2006, and six in the first nine months of 2007. Quintana sold and leased back the seven Panamax vessels in July 2007. Quintana has also entered into a contract to purchase a Capesize vessel with expected delivery in the fourth quarter of 2008. Quintana is currently party to seven joint ventures that have contracted to purchase a total of seven additional Capesize vessels, which are expected to be delivered in 2010. Quintana owns a 50% interest in six of these joint venture companies and a 42.8% interest in the other and expects to operate the vessels that will be owned by the joint venture companies.

        As of September 30, 2007, Quintana's operating fleet, including the vessels which were sold and leased back, had a combined carrying capacity of approximately 2,644,000 deadweight tons (dwt) and a dwt-weighted-average age of approximately 4.5 years. As of September 30, 2007, Quintana had $1,218.2 million in total assets and is headquartered in Athens, Greece.

        Additional information about Quintana and its subsidiaries and joint ventures is included in documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [    •    ] .

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The Special Meeting of Quintana Shareholders (page [    •    ])

        The Quintana special meeting will be held on [    •    ] , 2008, at [    •    ] [ a/p ] .m., local time, at the Arion Hotel in Astir Palace, 40 Apollonos str., 166 71 Vouliagmeni, Athens, Greece, unless adjourned or postponed to a later date. At the Quintana special meeting, Quintana shareholders will be asked:

1.

To consider and vote upon a proposal to authorize and approve the Agreement and Plan of Merger, dated as of January 29, 2008, as amended, by and among Excel, Bird Acquisition Corp. and Quintana, pursuant to which Quintana will become a wholly-owned subsidiary of Excel;



2.

To approve adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to authorize and approve the agreement and plan of merger; and



3.

To consider and vote upon such other business as may properly come before the special meeting or any adjournment or postponement thereof.

        Record Date.     Quintana shareholders may cast one vote at the special meeting for each share of Quintana common stock that was owned at the close of business on [    •    ] , 2008. At that date, there were [    •    ] shares of Quintana common stock entitled to be voted at the special meeting.

        As of the record date, directors and executive officers of Quintana and their affiliates owned (directly or indirectly) and had the right to vote approximately [    •    ] shares of Quintana common stock, representing approximately [    •    ] % of the shares of Quintana common stock entitled to be voted at the special meeting.

        Required Vote.     In order for the agreement and plan of merger to be authorized and approved by Quintana shareholders, the affirmative vote by the holders of a majority of the outstanding shares of Quintana common stock on the record date at the special meeting is required. We urge you to vote.

The Voting Agreements (page [    •    ])

        Under the terms of separate voting agreements (each of which will terminate upon the termination of the agreement and plan of merger), Corbin J. Robertson, Jr., the chairman of Quintana's board of directors, Hans Mende, a Quintana director, and Stamatis Molaris, Quintana's chief executive officer, president and a director, have agreed with Excel to vote the shares of Quintana common stock they beneficially own in favor of the authorization and approval of the agreement and plan of merger. Such shares collectively represent approximately 14% of the outstanding shares of Quintana common stock entitled to vote at the special meeting. The voting agreements are attached as Appendix B to this proxy statement/prospectus.

Excel Shareholder Approval (page [    •    ])

        Excel Class A shareholders are not required to approve the agreement and plan of merger or the use of Excel Class A common shares as part of the merger consideration.

The Agreement and Plan of Merger (page [    •    ])

        The agreement and plan of merger is described beginning on page [    •    ] and is included as Appendix A to this proxy statement/prospectus. We urge you to read the agreement and plan of merger in its entirety because it is the legal document governing the merger.

13

Completion of the Merger is Subject to Conditions (page [    •    ])

        The respective obligations of Excel and Quintana to complete the merger are subject to the satisfaction or waiver of various conditions, including the authorization and approval of the agreement and plan of merger by Quintana shareholders and the accuracy of representations and warranties of Excel and Quintana as of the closing date of the merger. In addition, the obligation of Excel to complete the merger is subject to the satisfaction or waiver of certain additional conditions, including the ability of Excel to obtain financing for the transaction. The obligation of Quintana to complete the merger is also subject to the satisfaction or waiver of certain additional conditions, including Excel's amending its articles of incorporation to provide for a special class of directors comprised initially of Paul Cornell, Hans J. Mende, and Corbin J. Robertson, III. Although it is anticipated that all of these conditions will be satisfied, there can be no assurance as to whether or when all of the conditions will be satisfied or, where permissible, waived.

The Agreement and Plan of Merger May Be Terminated under Some Circumstances (page [    •    ])

        The agreement and plan of merger may be terminated at any time before the completion of the merger, notwithstanding the authorization and approval of the agreement and plan of merger by the Quintana shareholders, in any of the following circumstances:

•

by mutual written consent of Excel and Quintana; or



•

by either Excel or Quintana if:



•

any governmental entity will have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated in the agreement and plan of merger and such order or other action has become final and nonappealable;



•

the merger has not been completed by October 31, 2008, although neither Excel nor Quintana may terminate the agreement and plan of merger for this reason if its breach of any obligation under the agreement and plan of merger has resulted in the failure of the merger to occur by that date; or



•

if the Quintana shareholders do not vote to authorize and approve the agreement and plan of merger at a shareholder meeting in which a quorum is present and such vote is taken; or



•

by Excel if:



•

(i) Quintana's board of directors effected a change in recommendation in any manner adverse to Excel or (ii) if any person or entity has made or informed Quintana's board of directors of an intention to make a proposal for the acquisition of 20% or more of Quintana's equity or assets, and Quintana's board of directors takes a neutral position or no position on, or, within ten business days after receipt thereof fails to publicly state its opposition to, such proposal or fails to reconfirm its recommendation of the agreement and plan of merger with Excel, in any of the above instances if so requested by Excel in writing, within ten business days following such request; or



•

(i) Quintana has breached its representations and warranties or any covenant or other agreement to be performed by it in a manner such that the closing conditions of the merger would not be satisfied or (ii) all of the conditions of the merger have been satisfied (or could be satisfied at closing with the execution of only ministerial tasks) and Quintana breaches its obligation to complete the merger; or



•

by Quintana if:



•

(i) Excel has breached its representations and warranties or any covenant or other agreement to be performed by it in a manner such that the closing conditions of the merger

14

would not be satisfied or (ii) all of the conditions of the merger have been satisfied (or could be satisfied at closing with the execution of only ministerial tasks) and Excel breaches its obligation to complete the merger.

Quintana May Be Required to Pay a Termination Fee under Some Circumstances (page [    •    ])

        Quintana has agreed to pay Excel a termination fee of $93 million if the agreement and plan of merger is terminated by Excel because either:

•

Quintana has breached its representations and warranties or any covenant or other agreement by it in any manner such that certain conditions of Excel and Bird Acquisition Corp. to effect the merger would not be satisfied, or



•

all the closing conditions of Quintana to effect the merger have been satisfied (or could be satisfied at closing with the execution of only ministerial tasks) and Quintana breaches its obligation to consummate the merger.

        Quintana has agreed to pay Excel a termination fee of $62 million if the merger is terminated by Excel because either:

•

Quintana's board of directors has made change in recommendation, or



•

where any person has made or informed Quintana's board of directors of an intention to make a proposal for the acquisition of more than 75% of Quintana's equity or assets, the board takes a neutral position or no position on, or, within ten business days after receipt thereof fails to publicly state its opposition to such proposal or fails to reconfirm its recommendation of the agreement and plan of merger with Excel, in any of the above instances if so requested by Excel in writing, within ten business days following such request.

        Quintana has also agreed to pay Excel termination expenses of up to $15 million if the agreement and plan of merger is terminated by either Excel or Quintana because Quintana's shareholders do not authorize and approve the merger at a special shareholder meeting, at which a quorum is present and a vote to adopt the agreement and plan of merger is held.

        Quintana has further agreed to pay to Excel a termination fee of $62 million (minus the amount of any termination expenses previously paid to Excel as described in the preceding paragraph), if, prior to the termination of the agreement and plan of merger as described in the preceding paragraph, any person has made, or announced an intention to make, a proposal for the acquisition of more than 75% of Quintana's equity or assets, and within twelve months after the date of such termination, Quintana or its affiliates consummates such proposal or any other unsolicited proposal to acquire more than 75% of Quintana's equity or all or substantially all of Quintana's assets that Quintana's board of directors determines to be more favorable to its shareholders than the merger.

Regulatory Approvals Required for the Merger (page [    •    ])

        It is a condition to the closing of the merger that Excel and Quintana obtain all applicable authorizations, consents and approvals of all relevant governmental entities in connection with the merger. Based upon a review of information available relating to the businesses in which Excel and Quintana are engaged, Excel and Quintana do not believe that the completion of the merger will require any filings or approvals with respect to the antitrust laws of the United States or any other jurisdiction or from maritime regulatory authorities of any jurisdictions. However, there can be no assurance that no one will challenge the merger on antitrust or other regulatory grounds, or that Excel and Quintana would defeat any such challenge should it arise.

15

COMPARATIVE PER SHARE DATA

        The following tables present, as at the dates and for the periods indicated, selected historical and pro forma consolidated per share financial information of Excel and Quintana.

        You should read this information in conjunction with, and the information is qualified in its entirety by, the respective audited and unaudited consolidated financial statements and accompanying notes of Excel and Quintana incorporated by reference in this proxy statement/prospectus and the unaudited pro forma condensed consolidated financial statements and accompanying notes related to such consolidated financial statements included elsewhere in this proxy statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page [    •    ] and page [    •    ] , respectively.

        The pro forma amounts in the tables below are presented for informational purposes only. You should not rely on the pro forma combined or pro forma equivalent amounts as being necessarily indicative of the financial position or results of operations of Excel or Quintana that would have actually occurred had the transaction been effective during the periods presented or of the future financial position or results of operations of Excel or Quintana. The combined financial information as at or for the periods presented may have been different had the transaction actually been effective as at or during those periods. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger related costs, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.

Excel Historical and Unaudited Pro Forma Common Share Data

        The following table presents the earnings per share, dividends per share and book value per share with respect to Excel on a historical basis and pro forma combined basis giving effect to the transaction. The Excel pro forma combined amounts are presented as if the transaction had been effective for the periods presented based on the purchase method of accounting. The Excel pro forma combined amounts do not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger related costs, or other factors that may result as a consequence of the merger and, accordingly, do not attempt to predict or suggest future results.

(1)

A $0.20 per share dividend relating to the third quarter in 2007 was declared and paid in the fourth quarter of 2007.

(2)

Excel has not yet made any decisions regarding its dividend policies after the merger. Accordingly, pro forma combined dividends represent historical dividends paid by Excel.

16

Quintana Historical and Unaudited Pro Forma Equivalent Share Data

        The following table presents the earnings per share, dividends per share and book value per share with respect to Quintana on a historical basis and pro forma equivalent basis. The pro forma equivalent amounts with respect to the Quintana common stock are calculated by multiplying the corresponding Excel pro forma combined amount (which is described and presented under "—Excel Historical and Unaudited Pro Forma Common Share Data" beginning on page [    •    ] ) by a stock merger consideration exchange ratio of 0.3984 (based on a fifteen day average closing price of Excel Class A common shares of $31.00 and an assumed payment by Quintana of a $0.31 cash dividend per share before the closing date of the merger) Excel Class A common shares, and do not include the cash portion of the merger consideration.

17

        The table below sets forth the high and low sale prices for each of the respective calendar months indicated for Excel Class A common shares and Quintana common stock.

        The table below sets forth the closing sale prices of Excel Class A common shares and Quintana common stock as reported on the New York Stock Exchange Composite Tape and the NASDAQ Composite Tape, respectively, on January 28, 2008, the last trading day before the public announcement of the merger, and on March [    •    ] , 2008, the last practicable trading day before the distribution of this proxy statement/prospectus. The table also sets forth the equivalent pro forma sale price of Quintana common stock on each of these dates, as determined by multiplying the applicable closing sale price of Excel Class A common shares on the New York Stock Exchange by an exchange ratio of 0.4084 and adjusting this ratio downward to reflect an assumed cash dividend payment by Quintana of $0.31 per share before the closing date of the merger, and adding the fixed $13.00 per share cash component of the merger consideration. If the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger is less than or equal to $45.00, the exchange ratio will be fixed at 0.4084 (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). If the average closing price is more than $45.00, the 0.4084 exchange ratio will be adjusted downward to equal the quotient of $18.38 divided by the average closing price of Excel Class A common shares for the fifteen trading days

18

immediately preceding the closing date of the merger (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). In addition the market value of Excel Class A common shares you will receive on the closing date of the merger will increase or decrease as the trading price of Excel Class A common shares increases or decreases. On the closing date of the merger the market value of the fraction of Excel Class A common shares you receive per share of Quintana common stock may be greater or lesser than the market value of such fraction of Excel Class A common shares on January 28, 2008 or March [    •    ], 2008. We urge you to obtain current market quotations for both Excel Class A common shares and Quintana common stock.

        The table below sets forth the dividends declared per Excel Class A common share and per share of Quintana common stock for the respective calendar year and quarters indicated. The dividends for each quarter indicated in the table below were declared and paid in the trailing quarter.

(1)

The dividend with respect to the fourth quarter 2007, if any, will be declared during the first quarter of 2008.

19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EXCEL

        The following table sets forth certain selected historical consolidated financial data of Excel prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The information as at and for each of the years in the five year period ended December 31, 2006 has been derived from the audited consolidated financial statements of Excel included in its annual report on Form 20-F filed with the Securities and Exchange Commission, or the SEC on June 26, 2007. The information as at and for the nine month periods ended September 30, 2007 and 2006 has been derived from the unaudited interim consolidated financial statements of Excel and the notes thereto filed by Excel with the SEC on Form 6-K on February 8, 2008. The information presented below is only a summary and should be read in conjunction with the respective audited and unaudited financial statements of Excel, including the notes thereto, incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [    •    ] .

20

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF QUINTANA

         The following table sets forth certain selected consolidated financial information of Quintana prepared in accordance with U.S. GAAP. This information as at and for each of the one year period ended December 31, 2006 and the period from January 13, 2005 (inception) to December 31, 2005 has been derived from the consolidated financial statements of Quintana and notes to the consolidated financial statements as filed with the SEC. The information as at and for the nine month periods ended September 30, 2007 and September 30, 2006 has been derived from the unaudited consolidated financial statements of Quintana and the notes thereto filed by Quintana with the SEC, which reflect, in the opinion of Quintana's management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such information. Results for interim periods are not necessarily indicative of results which may be expected for any other interim period or for the fiscal year as a whole. The information presented below is only a summary and should be read in conjunction with the respective audited and unaudited financial statements of Quintana, including the notes thereto, incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page  [    •    ] .

21

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF EXCEL

        The following tables present, as at the dates and for the periods indicated, selected unaudited pro forma condensed combined financial data of Excel. This information has been prepared using the purchase method of accounting as if the merger closed on September 30, 2007 and January 1, 2006, respectively. The unaudited pro forma condensed combined balance sheet also gives effect to Excel's issuance of contingently convertible bonds, and debt issued to acquire vessels subsequent to September 30, 2007, as if such transactions were consummated on September 30, 2007.

        You should read this information in conjunction with, and the information is qualified in its entirety by, (i) Excel's audited consolidated financial statements and the related notes included in Excel's Annual Report on Form 20-F for the year ended December 31, 2006 filed with the SEC on June 26, 2007, Excel's unaudited interim consolidated financial statements and related notes included in Excel's Form 6-K filed with the SEC on February 8, 2008, Quintana's audited financial statements included in Quintana's Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC on March 9, 2007, and Quintana's unaudited interim consolidated financial statements and related notes included in Excel's Quarterly Report on Form 10-Q for the nine months ended September 30, 2007 filed with the SEC on November 9, 2007, all of which are incorporated by reference herein and (ii) the unaudited pro forma condensed combined financial statements and accompanying notes included elsewhere in this proxy statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page [    •    ] and page [    •    ], respectively.

        The selected unaudited pro forma condensed combined financial data of Excel is presented for illustrative purposes only and, therefore, is not necessarily indicative of the financial position or results of operations that might have been achieved had the merger occurred on September 30, 2007 and January 1, 2006, respectively. In addition, the selected unaudited pro forma condensed combined financial data is not necessarily indicative of the results of operations or financial position of the combined company in the future. This information does not reflect the benefits of expected synergies, operating efficiencies or cost savings, or any changes resulting from Quintana operations that may be subject to U.S. transportation tax in the future, or any special items such as payments pursuant to change-of-control provisions or restructuring and integration costs that my be incurred as a result of the merger.

22

23

RISK FACTORS

         In addition to the other information included or incorporated by reference in this proxy statement/prospectus, you should carefully consider the matters described below relating to the proposed merger in deciding whether to vote for authorization and approval of the agreement and plan of merger. Although Excel and Quintana believe that the matters described below cover the material risks related to the merger that are currently known or reasonably foreseeable, they may not contain all of the information that is important to you in evaluating the merger. Accordingly, we urge you to read this entire proxy statement/prospectus, including the appendices and the information included or incorporated by reference in this document. Please also refer to the additional risk factors identified in the periodic reports and other documents of Excel and Quintana incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [     •    ]

You will not know the amount of Excel Class A common shares you will receive as merger consideration, or the precise market value thereof, until the closing date of the merger, which may occur after the date of the special meeting.

        If the merger is completed, each share of Quintana common stock that you own will be exchanged for a combination of cash and Excel Class A common shares. The cash component of the merger consideration is fixed at $13.00 per share of Quintana common stock. The amount of Excel Class A common shares you will receive as merger consideration and the market value thereof may fluctuate before the closing date of the merger. If the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger is less than or equal to $45.00, you will receive 0.4084 Excel Class A common shares for each share of Quintana common stock that you own (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). If the average closing price for Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger is more than $45.00, the 0.4084 exchange ratio will be adjusted downward to equal the quotient of $18.38 divided by the average closing price of Excel Class A common shares for the fifteen trading days immediately preceding the closing date of the merger (subject to reduction to reflect the amount of any cash dividends paid by Quintana before the closing date of the merger). Any changes in the trading price of Excel Class A common shares will affect the market value of Excel Class A common shares you receive in the merger, such that if the trading price of Excel Class A common shares decline prior to the completion of the merger, the market value of Excel Class A common shares you receive in the merger will decrease. On the closing date of the merger, the market value of the fraction of Excel Class A common shares you receive per share of Quintana common stock may be less than the market value of such fraction of Excel Class A common shares on the last trading date before the merger was announced, the last trading date before this proxy statement/prospectus was distributed or the date of the special meeting.

        Variations in the price of Excel Class A common shares may be the result of many factors, including:

•

changes in the dry bulk charter market and in values of dry bulk vessels;



•

changes in the business, operations or prospects of Excel, Quintana or the combined business;



•

governmental or regulatory developments, including any conditions to the consummation of the merger;



•

market assessments as to the benefits of the merger and whether and when the merger will be completed;



•

the timing and completion of the merger; and



•

general stock market, economic and political conditions.

24

        The amount of Excel Class A common shares you will receive as merger consideration and the precise market value thereof will not be determined until the closing date of the merger, which may occur after the date of the special meeting. Therefore, at the time of the special meeting you may not know the amount of Excel Class A common shares you will receive as merger consideration or the precise market value thereof on the date the merger is completed.

We may fail to realize the anticipated benefits of the merger, and the integration process could adversely impact Excel's and Quintana's ongoing operations.

        Excel and Quintana entered into the agreement and plan of merger with the expectation that the merger would result in various benefits, including, among other things, improved purchasing and placing power, an expanded customer base and ongoing cost savings and operating efficiencies. The success of the merger will depend, in part, on our ability to realize such anticipated benefits from combining the businesses of Excel and Quintana. The anticipated benefits and cost savings of the merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve anticipated benefits could result in increased costs and decreases in the amounts of expected revenues of the combined company.

        Excel and Quintana have operated independently and until the completion of the merger will continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures or policies that adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Excel and Quintana during the transition period. The integration may take longer than anticipated and may have unanticipated adverse results relating to Excel's or Quintana's existing business.

Quintana's shareholders may receive a lower return on their investment after the merger.

        Although Excel and Quintana believe that the merger will create financial, operational and strategic benefits for the combined company and its shareholders, these benefits may not be achieved. The combination of Excel's and Quintana's businesses, even if conducted in an efficient, effective and timely manner, may not result in combined financial performance that is better than what each company would have achieved independently if the merger had not occurred.

Upon completion of the merger, holders of Quintana common stock will become holders of Excel Class A common shares, and the market price of Excel Class A common shares may be affected by factors different from those that historically have affected Quintana.

        Upon completion of the merger, holders of Quintana common stock will become holders of Excel Class A common shares. Excel's business differs in certain respects from that of Quintana, and accordingly the results of operations of Excel will be affected by some factors different from those currently affecting the results of operations of Quintana. For a discussion of the businesses of Excel and Quintana and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [    •    ] .

The rights of Quintana shareholders will change as a result of the merger.

        Following the completion of the merger, Quintana shareholders will no longer be shareholders of Quintana, a Marshall Islands company, but will instead be shareholders of Excel, a Liberian corporation. There will be important differences between your current rights as a shareholder of Quintana, on the one hand, and the rights to which you will be entitled as a shareholder of Excel, on

25

the other hand. For a more detailed discussion of the differences in the rights of shareholders of Quintana and shareholders of Excel, see "Comparison of Shareholder Rights" beginning on page [    •    ] .

After the merger, Excel Class B shareholders will continue to exert considerable control over Excel, which may limit the ability of Excel Class A shareholders to influence Excel's actions.

        As of February 12, 2008 there were 135,326 Excel Class B common shares outstanding. Excel Class B common shares have 1,000 votes per share and Excel Class A common shares have one vote per share. As of February 12, 2008, Class B shareholders, which include certain of Excel's executive officers and directors, own approximately 87.2% of the voting power of Excel's outstanding capital stock.

        Because of the dual class structure of Excel common shares, after the merger, holders of Class B common shares will be able to control the outcome of all matters submitted to Excel's shareholders for approval even if they come to own less than 50% of Excel's total outstanding common shares. Although Excel is not aware of any agreement, arrangement or understanding by the holders of Excel Class B common shares relating to the voting of their shares, the holders of Excel Class B common shares have the power to exert considerable influence over Excel's actions.

        As of February 12, 2008, Argon S. A. owned approximately 25.3% of Excel's outstanding Class A common shares and none of Excel's outstanding Class B common shares, representing approximately 3.2% of the total voting power of Excel's outstanding capital stock. Argon S.A. holds the shares pursuant to a trust in favor of Starling Trading Co., a corporation whose sole shareholder is Ms. Ismini Panayotides, the adult daughter of Excel's chairman and chief executive officer, Gabriel Panayotides. Ms. Ismini Panayotides has no power of voting or disposition over these shares.

        As of February 12, 2008, Boston Industries S.A. owned approximately 0.6% of Excel's outstanding Class A common shares and approximately 41.1% of Excel's outstanding Class B common shares, together representing approximately 35.9% of the total voting power of Excel's outstanding capital stock. Boston Industries S.A. is controlled by Mrs. Mary Panayotides, the wife of Excel's chairman and chief executive officer, Gabriel Panayotides.

        As of February 12, 2008, Excel's chairman and chief executive officer, Gabriel Panayotides, owned approximately 15.1% of Excel's outstanding Class B common shares and through his controlling interest in Excel Management Ltd., 1.5% of Excel's outstanding Class A common shares, representing approximately 13.3% of the total voting power of Excel's capital stock.

Excel expects to maintain its status as a "foreign private issuer" in the U.S. and thus will continue to be exempt from a number of rules under the Exchange Act that currently apply to Quintana and from a number of NYSE corporate governance standards that are similar to the NASDAQ corporate governance standards that Quintana currently complies with.

        As a "foreign private issuer," Excel is exempt from a number of rules under the Exchange Act that currently apply to Quintana. Excel is exempt from disclosure requirements, as well as procedural requirements, for proxy solicitations under Section 14 of the Exchange Act. In addition, Excel's officers, directors and principal shareholders are exempt from the reporting and "short swing" profit recovery provisions of Section 16 of the Exchange Act. Furthermore, Excel is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as Quintana currently is, nor is it generally required to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information. Accordingly, there may be less information concerning Excel publicly available than there currently is for Quintana.

        In addition, as a "foreign private issuer," Excel is not required to comply with a number of NYSE corporate governance rules. Although Excel's board of directors adopted corporate governance

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guidelines that address certain of these governance issues, holders of Excel Class A common shares may not be afforded the same benefits of the NYSE corporate governance standards applicable to companies incorporated in the U.S., which are in many respects similar to the NASDAQ corporate governance standards that Quintana currently complies with.

Excel's annual report on Form 20-F for the year ended December 31, 2007 will be its first annual report to include an attestation from its independent registered public accounting firm relating to the effectiveness of Excel's internal control over financial reporting, and the inability of such accounting firm to provide adequate attestation may adversely affect Excel's stock price and its ability to raise additional capital.

        The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring public companies to include a report of management on internal control over financial reporting in annual reports on Form 20-F. These rules also generally require a company's independent registered public accounting firm to attest to and report on the effectiveness of a company's internal control over financial reporting. Excel has not yet been subject to the requirement to include such an attestation report by its independent registered public accounting firm. However, this requirement will apply to Excel's annual report on Form 20-F for the year ended December 31, 2007. Excel's independent registered public accounting firm might not be satisfied with Excel's internal control over financial reporting or the level at which its controls are documented, designed, operated or reviewed, or the independent registered public accounting firm might interpret the requirements, rules or regulations differently from Excel and may issue a report that is qualified. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of Excel's financial statements or in its management, which ultimately could, among other things, negatively impact the price of Excel Class A common shares and the ability of Excel to raise additional capital.

Some directors and executive officers of Quintana have interests in the merger that may differ from the interests of Quintana shareholders including, if the merger is completed, the receipt of financial and other benefits.

        When considering the recommendation of Quintana's board of directors, you should be aware that some executive officers and directors of Quintana have interests in the merger that are different from your interests. For example, Quintana has entered into severance agreements with certain of its executive officers that provide for severance payments under certain circumstances as a result of the merger. These and certain other additional interests of Quintana's directors and executive officers may create potential conflicts of interest and cause some of these persons to view the proposed merger differently than you view it, as a shareholder. For a more detailed discussion of these interests, see "The Merger—Interests of Quintana's Executive Officers and Directors in the Merger" beginning on page [    •    ] .

The agreement and plan of merger contains provisions that may discourage other companies from trying to acquire Quintana for greater merger consideration.

        The agreement and plan of merger contains provisions that may discourage a third party from submitting a business combination proposal to Quintana that might result in greater value to Quintana's shareholders than the proposed merger. These provisions include a general prohibition on Quintana from soliciting any acquisition proposal or offers for competing transactions and the requirement that Quintana pay a termination fee of up to $93 million if the agreement and plan of merger is terminated in specified circumstances. For further information, see "The Agreement and Plan of Merger—Termination Fees and Expenses" beginning on page [    •    ] .

        Excel required Quintana to agree to these provisions as a condition to Excel's entering into the agreement and plan of merger. These provisions, however, could discourage a third party that might have an interest in acquiring all or a significant part of Quintana from considering or proposing an

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acquisition, even if that party were prepared to pay consideration with a higher per share price than the current proposed merger consideration. Furthermore, the termination fee may result in a potential competing acquirer proposing to pay a lower per share price to acquire Quintana than it might otherwise have proposed to pay.

Excel's financing commitment relating to the merger contains conditions that may not be satisfied, in which case Excel would need to arrange for alternative sources of financing on similar terms, and an inability to do so would relieve Excel from its obligation to consummate the merger.

        In anticipation of the merger, Excel has entered into a commitment letter with a group of arrangers, dated December 27, 2007, with respect to a senior secured credit facility under which Excel may borrow up to $1.4 billion. Excel intends to use a portion of the proceeds from such credit facility to pay for some or all of the approximately $768 million cash portion of the merger consideration and the $27 million estimated amount of transaction costs related to the merger. The proceeds will also be used to refinance certain vessels currently owned by Excel and the vessels currently owned by Quintana and to pay the fees and expenses related thereto and to provide for working capital, capital expenditures and general corporate purposes. The commitments of the arrangers are subject to various conditions, including the negotiation and execution of a definitive financing agreement prior to June 30, 2008 and the absence, since the date of the commitment letter, of a material change in the loan syndication market for credit facilities of this type that causes the failure of a syndication of at least 60% of the total commitments. In the event that one or more conditions contained in the commitment letter are not satisfied, Excel would need to arrange for alternative sources of financing and there can be no assurance that Excel could obtain alternate financing on terms as favorable as the current financing commitment, in which case, Excel would be relieved of its obligation to consummate the merger.

Excel will take on substantial additional indebtedness to finance the merger and this additional indebtedness, together with the restrictions and limitations that will be contained in the credit agreement Excel expects to enter into, could significantly impact Excel's ability to operate its business.

        In connection with the merger, Excel expects to enter into a $1.4 billion senior secured credit facility that will consist of a $1 billion term loan and a $400 million revolving loan. The security for the credit facility will include, among other assets, mortgages on certain vessels currently owned by Excel and the vessels currently owned by Quintana and assignments of earnings with respect certain vessels currently owned by Excel and the vessels currently operated by Quintana. Excel plans to use a portion of the proceeds from the credit facility to pay some or all of the approximately $768 million cash component of the merger consideration and the $27 million estimated amount of transaction costs related to the merger. Such increased indebtedness could limit Excel's financial and operating flexibility, including by requiring Excel to dedicate a substantial portion of its cash flow from operations to the repayment of its debt and the interest on its debt, making it more difficult to obtain additional financing on favorable terms, limiting its ability to capitalize on significant business opportunities and making it more vulnerable to economic downturns.

        Excel expects that the credit facility will contain covenants that, among other things, will limit the ability of Excel and certain of its subsidiaries to:

•

incur additional indebtedness;



•

pay dividends;



•

engage in mergers, acquisitions or consolidations;



•

create liens on assets;



•

enter into sale-leaseback transactions; and

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•

enter into transactions with affiliates.

        In addition, Excel will be required to comply with certain financial covenants in connection with the credit facility. Failure to comply with any of these covenants could result in a default under the credit facility. A default would permit lenders to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under such circumstances, Excel might not have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed on Excel's ability to incur additional debt and to take other action might significantly impair its ability to obtain other financing. There can be no assurance that Excel will be granted waivers or amendments to these covenants if for any reason it is unable to comply with such covenants, or that it will be able to refinance its debt on terms acceptable to it, or at all.

Excel's dividend policy may be different from Quintana's historical dividend policy.

        Excel has not historically paid regular quarterly cash dividends. Although Excel began paying quarterly cash dividends in 2007, these dividends were smaller than the quarterly dividends paid by Quintana in 2007. In addition, Excel's ability to pay cash dividends after the merger will be restricted by the senior secured credit facility it expects to enter into in connection with the merger. There can be no assurance that following the merger Excel will continue to declare cash dividends at the same rate as Quintana has in the past, or at all.

Excel and Quintana may waive one or more of the conditions to the merger without Quintana resoliciting shareholder approval for the merger.

        Each of the conditions to Excel's and Quintana's obligations to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Excel and Quintana if the condition is a condition to both Excel's and Quintana's obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of Excel and Quintana may evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is necessary. However, Excel and Quintana generally do not expect any such waiver to be significant enough to require an amendment of this proxy statement/prospectus and resolicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require resolicitation of shareholders, Quintana will have the discretion to complete the merger without seeking further Quintana shareholder approval.

Excel is organized under the laws of Liberia and a substantial portion of its assets will be, and many of its directors and officers will reside, outside of the United States after the merger and as a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States in Liberia.

        Excel is organized under the laws of the Republic of Liberia. After the merger, substantially all of Excel's assets will be located outside the United States, and most of Excel's directors and officers will reside outside the United States. In addition, all of the experts named in this proxy statement/prospectus reside outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of Excel and such directors, officers or experts under the United States federal securities laws. There is uncertainty as to the enforceability in Liberia by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the United States federal securities laws.

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Unlike Quintana, Excel has taken the position that it does not qualify for an exemption from U.S. federal income tax on U.S.-source income and Excel expects to continue to have to pay tax on U.S.-source income after the merger.

        Under United States tax law, 50% of the gross shipping income of a ship owning or chartering corporation that is attributable to transportation that begins or ends in the United States and 100% of the gross shipping income that begins and ends in the United States is characterized as U.S.-source shipping income and as such is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the United States Internal Revenue Code and the Treasury Regulations promulgated thereunder. Quintana has taken the position that it qualified for this statutory exemption for the year ended December 31, 2006. Excel, on the other hand, has taken the position that it did not qualify for the statutory exemption for the year ended December 31, 2006. Furthermore, Excel believes that upon completion of the merger it will continue to not qualify for the statutory exemption and will continue to be subject to a 4% U.S. federal income tax on its gross U.S. source shipping income. The imposition of this tax will have a negative effect on the business of Excel and will result in decreased earnings available for distribution to holders of Excel Class A common shares.

If Excel were treated as a "passive foreign investment company," certain adverse U.S. federal income tax consequences will result to U.S. Holders.

        A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes if at least 75% of its gross income for any taxable year consists of certain types of "passive income," or at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." U.S. holders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

        While there are legal uncertainties involved in this determination, Excel believes that it should not be treated as a PFIC for the taxable year ended December 31, 2007. Excel believes that, although there is no legal authority directly on point, the gross income that Excel derives from the time chartering and voyage chartering activities of its subsidiaries should constitute services income rather than rental income. The U.S. Internal Revenue Service or a court could disagree with this opinion. In addition, although Excel intends to conduct its affairs in a manner to avoid being classified as a PFIC, Excel cannot assure U.S. Holders (as defined in "The Merger—Material United States Federal Income Tax Considerations") that the nature of its assets, income and operations will not change, or that it can avoid being treated as a PFIC for any taxable year. If Excel is or becomes classified as a PFIC, such classification will have materially adverse consequences to U.S. Holders of Excel Class A common shares. See "The Merger—Material United States Federal Income Tax Considerations" beginning on page [    •    ] .

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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

        Some of the statements contained or incorporated by reference in this proxy statement/prospectus, including those relating to Excel's and Quintana's strategies and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "will," "should," "may" or similar expressions, are forward looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the U.S. Securities Act of 1933, as amended, or Securities Act. Without limiting the generality of the preceding sentence, statements contained in the sections "The Merger—Excel's Reasons for the Merger," "—Quintana's Reasons for the Merger" and "—Opinion of Quintana's Financial Advisor" include forward looking statements. These statements are not historical facts but instead represent only Excel's and/or Quintana's expectations, estimates and projections regarding future events.

        The forward looking statements contained or incorporated by reference in this proxy statement/prospectus are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. The future results and shareholder values of Excel and Quintana may differ materially from those expressed in the forward looking statements contained or incorporated by reference in this proxy statement/prospectus due to, among other factors, the matters set forth under "Risk Factors" beginning on page [    •    ] , the parties' ability to obtain the regulatory and other approvals required for the merger on the terms and within the time expected, Excel's ability to obtain financing for the transaction, the risk that Excel will not be able to integrate successfully the businesses of Quintana or that such integration will be more time consuming or costly than expected, and the risk that expected synergies and benefits of the merger will not be realized within the expected time frame or at all. Additional factors that could cause Excel's and Quintana's results to differ materially from those describe in the forward-looking statements can be found in each company's filings with the SEC, including the factors detailed in Excel's Form 20 F for the year ended December 31, 2006 and its subsequent reports on Form 6 K and Quintana's annual report on Form 10 K for the year ended December 31, 2006 and its subsequent quarterly reports on Form 10 Q and current reports on Form 8 K.

        We caution you not to place undue reliance on forward looking statements, which speak only as of the date of this proxy statement/prospectus, in the case of forward looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward looking statements made in those incorporated documents. Neither Excel nor Quintana undertakes any obligation to update or release any revisions to these forward looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as required by law.

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THE SPECIAL MEETING

         This section contains information for Quintana's shareholders about the special meeting that Quintana has called to allow its shareholders to consider and authorize and approve the agreement and plan of merger. Quintana is mailing this proxy statement/prospectus to its shareholders on or about [    •    ] , 2008. Together with this proxy statement/prospectus, Quintana is sending a notice of the special meeting and a form of proxy that Quintana's board of directors is soliciting for use at the special meeting.

Date, Time and Place

        The special meeting of Quintana's shareholders will be held on [    •    ] , 2008, at [    •    ] [ a/p ] .m., local time, at the Arion Hotel in Astir Palace, 40 Apollonos str., 166 71 Vouliagmeni, Athens, Greece, unless adjourned or postponed to a later date.

Matters to be Considered

        At the special meeting, Quintana shareholders will be asked to:

1.

To consider and vote upon a proposal to authorize and approve the Agreement and Plan of Merger, dated as of January 29, 2008, as amended, by and among Excel, Bird Acquisition Corp. and Quintana, pursuant to which Quintana will become a wholly-owned subsidiary of Excel;



2.

To approve adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to authorize and approve the agreement and plan of merger; and



3.

To consider and vote upon such other business as may properly come before the special meeting or any adjournment or postponement thereof.

Proxies

        If you are a shareholder of record (that is, you hold stock certificates registered in your own name), you may attend the special meeting and vote in person, or you may vote by proxy. You may vote by proxy by completing and returning the proxy card accompanying this proxy statement/prospectus or by telephone or through the Internet by following the instructions described on your proxy card. If your shares are held through a bank, broker, trustee or other nominee (that is, if your shares are held beneficially in "street name"), you will receive separate voting instructions from your bank, broker, trustee or other nominee with your proxy materials. Although most banks, brokers, trustees and other nominees offer telephone and Internet voting, availability and specific processes will depend on their voting arrangements. You can revoke a proxy at any time before the vote is taken at the special meeting by submitting a properly executed proxy of a later date by mail, telephone or Internet, or by attending the special meeting and voting in person. Communications about revoking Quintana proxies should be addressed to:

Quintana Maritime Limited
601 Jefferson Street, Suite 3600
Houston, TX 77002
Attention: Steve Putman, Secretary

        If your shares are held beneficially in street name, you should follow the instructions of your bank, broker, trustee or other nominee regarding the revocation of proxies.

        All shares represented by valid proxies that Quintana receives through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted "FOR" the approval of the agreement and plan of merger and "FOR" the proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit

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additional proxies. Quintana's board of directors is currently unaware of any other matters that may be presented for action at the special meeting. If other matters properly come before the special meeting, or at any adjournment or postponement of the special meeting, Quintana intends that shares represented by properly submitted proxies will be voted, or not voted, by and in accordance with the best judgment of the persons named as proxies on the proxy card.

Solicitation of Proxies

        Quintana will bear the entire cost of soliciting proxies from its shareholders, except that Excel and Quintana will share equally the costs of filing, printing and mailing this proxy statement/prospectus. In addition to solicitation of proxies by mail, Quintana will request that banks, brokers, trustees and other record holders send proxies and proxy material to the beneficial owners of Quintana common stock and secure their voting instructions, if necessary. Quintana will reimburse the record holders for their reasonable expenses in taking those actions.

        Quintana has also made arrangements with [    •    ] to assist in soliciting proxies in connection with approval of the agreement and plan of merger and in communicating with shareholders and has agreed to pay it $ [    •    ] plus disbursements for these services. Proxies may also be solicited by directors, officers and employees of Quintana in person or by telephone or other means, for which such persons will receive no special compensation.

Record Date

        Quintana's board of directors has fixed the close of business on [    •    ] , 2008 as the record date for determining the Quintana shareholders entitled to receive notice of and to vote at the special meeting. At that time, [    •    ] shares of Quintana common stock were outstanding, held by approximately [    •    ] holders of record.