0001606909-16-000248.txt : 20160726 0001606909-16-000248.hdr.sgml : 20160726 20160726171604 ACCESSION NUMBER: 0001606909-16-000248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160726 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160726 DATE AS OF CHANGE: 20160726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pangaea Logistics Solutions Ltd. CENTRAL INDEX KEY: 0001606909 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36798 FILM NUMBER: 161785045 BUSINESS ADDRESS: STREET 1: 109 LONG WHARF CITY: NEWPORT STATE: RI ZIP: 02840 BUSINESS PHONE: 401 846 7790 MAIL ADDRESS: STREET 1: 109 LONG WHARF CITY: NEWPORT STATE: RI ZIP: 02840 FORMER COMPANY: FORMER CONFORMED NAME: Quartet Holdco Ltd. DATE OF NAME CHANGE: 20140430 8-K 1 form8-kpangaealogisticssol.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
______________
 
FORM 8-K
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of Report (Date of earliest event reported): July 26, 2016
 
 
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact Name of Registrant as Specified in Charter)
 
Bermuda
001-36139
N/A
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, Rhode Island 02840
(Address of Principal Executive Offices) (Zip Code)
 
(401) 846-7790
(Registrant’s Telephone Number, Including Area Code)
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
 








Item 7.01
Regulation FD Disclosure.

The press release attached as Exhibit 99.1 to this Current Report on Form 8-K contains summary information regarding the Company. Statements in this Current Report on Form 8-K may contain certain statements about the Company and its consolidated subsidiaries that do not directly or exclusively relate to historical facts. The statements are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events (in each case subject to change) of the Company’s senior management and management of its subsidiaries and involve a number of risks, uncertainties and other factors, some of which may be beyond the Company’s control that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “expect,” “positioned,” “strategy,” “future,” “potential,” “plan,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in the company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as they may be updated in any future reports filed with the SEC. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

 
Item 9.01
Financial Statements, Pro Forma Financial Information and Exhibits.

 
(d)
Exhibits
Exhibit
Description
 

99.1
Press Release of Pangaea Logistics Solutions Ltd. dated July 26, 2016 announcing several recent business developments.







SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: July 26, 2016
 
PANGAEA LOGISTICS SOLUTIONS LTD.
 
 
 
By: 
/s/ Anthony Laura
 
 
Name: Anthony Laura
Title: Chief Financial Officer
 
 



EX-99.1 2 pressreleaseannouncingbusi.htm EXHIBIT 99.1 Exhibit



PANGAEA LOGISTICS SOLUTIONS PROVIDES BUSINESS UPDATE

NEWPORT, RI - July 26, 2016 - Pangaea Logistics Solutions, Ltd. (“Pangaea” or the “Company”) (NASDAQ: PANL), a global provider of comprehensive maritime logistics solutions, today announced several recent developments in their business activities including the addition of new vessels to its fleet and new and expanded contracts of affreighment (“COAs”).

First, the Company has bolstered its fleet with the addition of two supramax vessels that it will manage technically and commercially under a profit sharing arrangement with the owner, a U.S. based investment fund. The vessels are the m/v Bulk Power (ex m/v Fantastic) and the m/v Bulk Progress (ex m/v Amazing), both of which were built from 2010-2011 in ChinaThe vessels have been delivered and their initial employment has been arranged. The Company expects this arrangement to be accretive to earnings.

Commenting on the fleet expansion Ed Coll, Chief Executive Officer of Pangaea Logistics Solutions, noted “This arrangement allows Pangaea to grow its fleet with modern, versatile vessels, thus expanding our business, on a relatively low risk basis. Additionally, this continues our track record of serving as a go-to partner in the maritime logistics space for leading global financial institutions, which we view as a key growth area for our business.”

Additionally, Pangaea has amended a COA in the Gulf of Mexico that is scheduled to commence in September. The contract, which is with a major European steel company, has been increased from 400,000 metric tons per annum to 700,000 metric tons per annum for the coming year, with the potential for the increase to continue for the remainder of the five-year term of the COA. This COA will contribute approximately $20 million in gross revenue over the five-year period, and has the potential to produce approximately $29 million in revenue if amended for the full term.

The Company also announced a new logistics based COA wherein it will provide for the transportation of approximately 3.5 million tons of construction material to a major port on the United States’ east coast. This contract will commence in September and is expected to generate approximately $29 million in gross revenue over 14 months. The COA will be profitably serviced by four ultramax vessels.

"We are extremely pleased to announce these two new pieces of business that leverage our unmatched expertise in providing solutions to unique logistics challenges,” said Mr. Coll. “They will not only contribute directly to our continued growth but they will also serve as strong platforms for further expansion into strategic geographic areas and new types of business for the Company.”

Finally, the Company announced the first arrival of the year under its COA servicing the Baffinland iron mine above the Arctic Circle in northern Canada, where the Company has nine ice-class vessels scheduled to arrive this year. “Our unmatched ice-class capabilities continue to differentiate Pangaea from our competitors and we are thrilled to be able to service the unique needs of this contract,” Mr. Coll concluded.

About Pangaea Logistics Solutions, Ltd.

Pangaea Logistics Solutions Ltd. provides logistics services to a broad base of industrial customers who require the transportation of a wide variety of dry bulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite, and limestone. The Company addresses the transportation needs of its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning. Learn more at www.pangaeals.com.

CONTACT:
INVESTOR RELATIONS:
Prosek Partners
Thomas Rozycki
Managing Director
(212) 279-3115 x208
trozycki@prosek.com






Josh Clarkson
Account Supervisor
(212) 279-3115 x259
jclarkson@prosek.com