QMAR Quintana Maritime Ltd (MM)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 2008

To Shareholders of Quintana Maritime Limited:

        The special meeting of shareholders of Quintana Maritime Limited, or Quintana, will be held on Monday, April 14, 2008, at 6 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 March 7, 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 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 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 Sections 100 and 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 82.

        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

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, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008.

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 taking into account the payment by Quintana of a $0.31 cash dividend per share on March 7, 2008, the offer would represent a total value to Quintana's shareholders of approximately $1.53 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 23.3 million Excel Class A common shares as merger consideration, which would result in Quintana shareholders holding approximately 53.5% 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 75.6% 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" on page 26.

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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 any cash dividends paid by Quintana before the closing date of the merger, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008). 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 any cash dividends paid by Quintana before the closing date of the merger, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008). 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 market value thereof, until the closing date of the merger, which may occur after the date of the special meeting." beginning on page 24.

Q:

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

A:

As of March 7, 2008, there were 1,412,453 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 March 7, 2008, there were warrants outstanding that were exercisable into approximately 473,929 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 Monday, April 14, 2008, at 6 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 March 7, 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 58,576,857 shares of Quintana common stock, held by approximately 198 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 32.

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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 32.

Q:

When do you expect the merger to be completed?

A:

We currently expect to complete the merger in April 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 79.

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 70), 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 70) 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 70.

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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 6 p.m., local time, on Monday, April 14, 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 43078
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 24.

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 82.

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 80.

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:

199 Water Street, 26th Floor

New York, NY 10038

Banks and Brokers Call (212) 440-9800

All others call Toll-Free (800) 213-0480

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 117. 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 47)

        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 84)

        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, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008.

        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 taking into account the payment by Quintana of a $0.31 cash dividend per share on March 7, 2008, the offer would represent a total value to Quintana's shareholders of approximately $1.53 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 23.3 million Excel Class A common shares as merger consideration, which would result in Quintana shareholders holding

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approximately 53.5% 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 75.6% 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 26.

        Set forth below is a table showing a range of hypothetical exchange ratios and the approximate 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 reflect the payment by Quintana of a cash dividend of $0.31 per share on March 7, 2008. 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 reflect the payment by Quintana of a cash dividend of $0.31 per share on March 7, 2008.

(2)

The number of Excel Class A common shares to be issued in the merger is based on 58,576,857 shares of common stock of Quintana outstanding as of March 7, 2008, which includes 1,412,453 shares of restricted Quintana common stock. This number does not include the 473,929 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 18)

        The table below sets forth the closing sale prices of Excel Class A common shares and Quintana common stock, on January 28, 2008, the last trading day before the public announcement of the merger, and on March 7, 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 by an exchange ratio of 0.4084 and adjusting this ratio downward to reflect the cash dividend payment by Quintana of $0.31 per share on March 7, 2008, 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 any cash dividends paid by Quintana before the closing date of the merger, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008). 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 any cash dividends paid by Quintana before the closing date of the merger, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008). 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

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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 7, 2008. We urge you to obtain current market quotations for both Excel Class A common shares and Quintana common stock.

*

Source: Bloomberg

(1)

Based on an exchange ratio of 0.3984 (based on the $31.00 average closing price of Excel Class A common shares for the fifteen trading days prior to January 28, 2008 and the payment by Quintana of a $0.31 cash dividend per share on March 7, 2008).

(2)

Based on an exchange ratio of 0.3993 (based on the $34.24 average closing price of Excel Class A common shares for the fifteen trading days prior to March 7, 2008 and the payment by Quintana of a $0.31 cash dividend per share on March 7, 2008).

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 60)

        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 70)

        For a U.S. Holder (as defined in "The Merger—Material United States Federal Income Tax Consequences" beginning on page 70), 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 Consequences" beginning on page 70) 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 82)

        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 34)

        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's Reasons for the Merger" beginning on page 58.

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 67)

        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, the following persons who are currently current directors and/or officers of Quintana will become members of Excel's board of directors: 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 104)

        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 78)

        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, comprised initially of the following persons who are currently directors or officers of Quintana: Paul Cornell, Hans J. Mende, and Corbin J. Robertson, III. After the closing of the merger, Excel's board of directors is expected to set the authorized number of directors at eight. Four of the eight directors will be current directors, and the remaining four directors will be the special class directors plus Stamatis Molaris. Mr. Molaris currently is the chief executive officer of Quintana and will serve as chief executive officer of Excel after the merger. 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 78)

        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 35)

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

11

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 approximately 13 years. 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 117.

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 117.

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The Special Meeting of Quintana Shareholders (page 32)

        The Quintana special meeting will be held on Monday, April 14, 2008, at 6 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 March 7, 2008. At that date, there were 58,576,857 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 9,616,612 shares of Quintana common stock, representing approximately 16.4% 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 101)

        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

        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 84)

        The agreement and plan of merger is described beginning on page 84 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.

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Completion of the Merger is Subject to Conditions (page 96)

        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. 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 98)

        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



•

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 99)

        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 79)

        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 combined financial statements and accompanying notes related to such combined financial statements 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 117 and page 37, 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)

An additional $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 are based on 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 16) by a stock merger consideration exchange ratio of 0.3984 (based on the $31.00 average closing price of Excel Class A common shares for the fifteen trading days prior to January 28, 2008, the last trading day prior to the announcement of the merger, and taking into account payment by Quintana of a $0.31 cash dividend per share on March 7, 2008) 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, on January 28, 2008, the last trading day before the public announcement of the merger, and on March 7, 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 by an exchange ratio of 0.4084 and adjusting this ratio downward to reflect the cash dividend payment by Quintana of $0.31 per share on March 7, 2008, 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 any cash dividends paid by Quintana before the closing date of the merger, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008). 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

18

preceding the closing date of the merger (subject to reduction to reflect any cash dividends paid by Quintana before the closing date of the merger, including the $0.31 per share cash dividend paid by Quintana on March 7, 2008). 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 7, 2008. We urge you to obtain current market quotations for both Excel Class A common shares and Quintana common stock.

*

Source: Bloomberg

(1)

Based on an exchange ratio of 0.3984 (based on the $31.00 average closing price of Excel Class A common shares for the fifteen trading days prior to January 28, 2008 and the payment by Quintana of a $0.31 cash dividend per share on March 7, 2008).

(2)

Based on an exchange ratio of 0.3993 (based on the $34.24 average closing price of Excel Class A common shares for the fifteen trading days prior to March 7, 2008 and the payment by Quintana of a $0.31 cash dividend per share on March 7, 2008).

        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.

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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 117.

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 years in the two year period ended December 31, 2007 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, filed with the SEC, including those incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 117.

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, 2007 filed with the SEC on February 29, 2008, 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 117 and page 37, 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