Pangaea Logistics to be Acquired by One Equity Partners

TL;DR

Pangaea Logistics is being bought by One Equity Partners, deal expected to close Q2 2024.

AI Summary

Pangaea Logistics Solutions Ltd. announced on March 14, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of One Equity Partners. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions. Pangaea Logistics Solutions Ltd. is a global provider of maritime dry bulk logistics and transportation services.

Why It Matters

This acquisition by One Equity Partners signifies a major change in ownership for Pangaea Logistics Solutions Ltd., potentially impacting its strategic direction and operations.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of deals falling through or facing unexpected regulatory hurdles.

Key Players & Entities

• Pangaea Logistics Solutions Ltd. (company) — Company being acquired
• One Equity Partners (company) — Acquiring entity
• March 14, 2024 (date) — Date of announcement
• second quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — sell shares of common stock, par value $0.0001 per share, of the Company (the "Common
• $25,000,000 — aving aggregate sales proceeds of up to $25,000,000 (the "Shares"), from time to time, thro

Filing Documents

• panl-20240314.htm (8-K) — 35KB
• shelfrenewalpressrelease.htm (EX-99.1) — 7KB
• 0001606909-24-000052.txt ( ) — 166KB
• panl-20240314.xsd (EX-101.SCH) — 2KB
• panl-20240314_lab.xml (EX-101.LAB) — 21KB
• panl-20240314_pre.xml (EX-101.PRE) — 12KB
• panl-20240314_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 14, 2024, Pangaea Logistics Solutions Ltd. (the "Company") entered into an at market issuance sales agreement (the "At Market Issuance Sales Agreement") with B. Riley Securities, Inc., Fearnley Securities, Inc. and A.G.P./Alliance Global Partners as sales agents (each, a "Sales Agent" and collectively, the "Sales Agents"), to sell shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") having aggregate sales proceeds of up to $25,000,000 (the "Shares"), from time to time, through an "at-the-market" offering program (the "Offering"). Under the At Market Issuance Sales Agreement, the Sales Agents may sell the Shares by any method permitted by law deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agents' obligations to sell the Shares under the At Market Issuance Sales Agreement are subject to satisfaction of certain conditions as set forth in the At Market Issuance Sales Agreement. The At Market Issuance Sales Agreement provides that the Sales Agents will be entitled to compensation for their services in the form of a commission up to 3.0% of the aggregate gross proceeds from each sale of the Shares, and the Company has agreed to reimburse the Sales Agents for certain specified expenses. The Company has also agreed to provide the Sales Agents with customary indemnification and contribution rights. The sales and issuances of the Shares under the At Market Issuance Sales Agreement will be made pursuant to the Company's shelf registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, after it is made effective by the SEC. The foregoing description of the At Market Issuance Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement,

Forward-Looking Statements

Forward-Looking Statements Matters discussed in this Current Report on Form 8-K may constitute forward-looking statements. Forward-looking statements reflect management's current expectations and observations with respect to future events and financial performance. Where the Company expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, the Company's forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company's financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company's filings with the SEC. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 1.1 At Market Issuance Sales Agreement with B. Riley Securities, Inc., Fearnley Securities, Inc., and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 filed on March 14, 2024). 99.1 Press Release of Pangaea Logistics Solutions Ltd., dated March 13, 2024. 104 Cover Page Interactive Data File ( embedded within Inline XBRL document) 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: March 15, 2024 PANGAEA LOGISTICS SOLUTIONS LTD. By: /s/ Gianni Del Signore Name: Gianni Del Signore Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR