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Pangaea Logistics Solutions and M.T. Maritime Management Announce Agreement to Combine Fleets of Dry Bulk Vessels in All-Stock Transaction

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Pangaea Logistics Solutions (Nasdaq: PANL) and M.T. Maritime Management (MTM) announced a definitive agreement to merge fifteen handy-size dry bulk vessels into Pangaea's fleet. The vessels, valued at approximately $295 million with related financing of $102 million, result in a net asset value of $193 million. Pangaea will issue roughly 19 million shares to SSI, representing 29% of its outstanding stock. The transaction, expected to close in Q4 2024, will expand Pangaea's fleet by nearly 60% to 41 vessels. The merger is anticipated to enhance growth, efficiency, and profitability, with MTM's experienced team joining Pangaea. The deal is expected to be accretive to earnings and maintain financial flexibility. SSI will designate two board members post-transaction.

Pangaea Logistics Solutions (Nasdaq: PANL) e M.T. Maritime Management (MTM) hanno annunciato un accordo definitivo per fondere quindici navi bulk handy-size nella flotta di Pangaea. Le navi, valutate a circa 295 milioni di dollari con finanziamenti correlati di 102 milioni di dollari, comportano un valore netto degli attivi di 193 milioni di dollari. Pangaea emetterà circa 19 milioni di azioni a SSI, rappresentando il 29% delle sue azioni in circolazione. La transazione, prevista per la chiusura nel quarto trimestre del 2024, espanderà la flotta di Pangaea di quasi il 60% a 41 navi. La fusione è prevista per migliorare la crescita, l'efficienza e la redditività, con il team esperto di MTM che si unirà a Pangaea. L'affare dovrebbe risultare favorevole agli utili e mantenere la flessibilità finanziaria. SSI designarà due membri del consiglio di amministrazione dopo la transazione.

Pangaea Logistics Solutions (Nasdaq: PANL) y M.T. Maritime Management (MTM) anunciaron un acuerdo definitivo para fusionar quince buques de carga seca handy-size en la flota de Pangaea. Los buques, valorados en aproximadamente 295 millones de dólares con financiamiento relacionado de 102 millones de dólares, resultan en un valor neto de activos de 193 millones de dólares. Pangaea emitirá aproximadamente 19 millones de acciones a SSI, representando el 29% de sus acciones en circulación. Se espera que la transacción se cierre en el cuarto trimestre de 2024, ampliando la flota de Pangaea en casi un 60% hasta 41 buques. Se anticipa que la fusión mejorará el crecimiento, la eficiencia y la rentabilidad, con el equipo experimentado de MTM uniéndose a Pangaea. Se espera que el acuerdo sea accretivo para las ganancias y mantenga la flexibilidad financiera. SSI designará dos miembros de la junta tras la transacción.

판지아 물류 솔루션 (Nasdaq: PANL)과 M.T. 해양 관리 (MTM)가 15척의 핸디 사이즈 드라이 벌크 선박을 판지아의 함대에 통합하기 위한 최종 계약을 발표했습니다. 이 선박들은 약 2억 9천5백만 달러의 가치와 관련된 자금 조달 약 1억 2천만 달러로 평가되며, 순자산 가치는 1억 9천3백만 달러에 달합니다. 판지아는 SSI에게 약 1,900만 주의 주식을 발행하여 발행 주식의 29%를 차지하게 됩니다. 이 거래는 2024년 4분기에 마감될 것으로 예상되며, 판지아의 함대를 거의 60% 증가시켜 41척으로 확대할 것입니다. 이번 합병은 성장, 효율성 및 수익성을 향상시킬 것으로 기대되며, MTM의 경험이 풍부한 팀이 판지아에 합류하게 됩니다. 이 거래는 수익에 긍정적 영향을 미치고 재정적 유연성을 유지할 것으로 예상됩니다. SSI는 거래 후 이사회에 두 명의 이사를 지명할 것입니다.

Pangaea Logistics Solutions (Nasdaq: PANL) et M.T. Maritime Management (MTM) ont annoncé un accord définitif pour fusionner quinze navires de vrac sec de taille handy dans la flotte de Pangaea. Les navires, évalués à environ 295 millions de dollars avec un financement associé de 102 millions de dollars, entraînent une valeur nette des actifs de 193 millions de dollars. Pangaea émettra environ 19 millions d'actions à SSI, représentant 29% de ses actions en circulation. La transaction, dont la fermeture est prévue pour le quatrième trimestre 2024, augmentera la flotte de Pangaea de près de 60 % à 41 navires. La fusion est prévue pour améliorer la croissance, l'efficacité et la rentabilité, avec l'équipe expérimentée de MTM rejoignant Pangaea. L'accord devrait être bénéfique pour les bénéfices tout en maintenant la flexibilité financière. SSI désignera deux membres du conseil d'administration après la transaction.

Pangaea Logistics Solutions (Nasdaq: PANL) und M.T. Maritime Management (MTM) haben eine endgültige Vereinbarung zur Fusion von fünfzehn handy-size Schüttgutfrachtern in die Flotte von Pangaea angekündigt. Die Schiffe sind mit etwa 295 Millionen Dollar bewertet, zuzüglich einer Finanzierungsgröße von 102 Millionen Dollar, was zu einem Nettowert der Vermögenswerte von 193 Millionen Dollar führt. Pangaea wird ungefähr 19 Millionen Aktien an SSI ausgeben, was 29% ihrer ausstehenden Aktien entspricht. Die Transaktion wird voraussichtlich im vierten Quartal 2024 abgeschlossen und wird die Flotte von Pangaea um fast 60% auf 41 Schiffe erweitern. Es wird erwartet, dass die Fusion das Wachstum, die Effizienz und die Rentabilität steigert, wobei das erfahrene Team von MTM zu Pangaea stößt. Der Deal wird voraussichtlich für die Gewinne vorteilhaft sein und die finanzielle Flexibilität erhalten. SSI wird nach der Transaktion zwei Vorstandsmitglieder benennen.

Positive
  • Pangaea's fleet will expand by nearly 60%, adding 15 handy-size vessels.
  • The transaction is expected to be accretive to earnings.
  • Pangaea will maintain financial flexibility with leverage.
  • MTM's experienced team will join Pangaea, enhancing operational capacity.
  • SSI will receive approximately 19 million shares, increasing stockholder equity.
Negative
  • Pangaea will issue approximately 19 million new shares, potentially diluting existing shareholders.

Insights

This merger represents a significant expansion for Pangaea Logistics Solutions, increasing their owned fleet by nearly 60% to 41 vessels. The all-stock transaction, valued at approximately $295 million, will add 15 handy-size dry bulk vessels to Pangaea's existing fleet of 26 larger vessels.

Key financial implications:

  • Pangaea will issue about 19 million new shares, diluting existing shareholders by roughly 29%
  • The deal values Pangaea at approximately $478 million, or $10.20 per share
  • The acquired fleet comes with $102 million in existing vessel financing
  • Management expects the deal to be accretive to earnings

This strategic move should improve Pangaea's scale, efficiency and profitability in the dry bulk shipping market. The company maintains financial flexibility with the fleet's 34.6% leverage, allowing for future growth initiatives. However, investors should monitor integration progress and the impact of increased share count on per-share metrics.

This merger significantly strengthens Pangaea's position in the dry bulk market, particularly in the handy-size segment. The addition of 15 vessels, ranging from 33,000 to 40,000 dwt, complements Pangaea's existing fleet of larger vessels, enabling them to offer more comprehensive services to customers.

Key strategic benefits:

  • Expanded fleet versatility to meet diverse cargo needs
  • Improved fleet utilization and operational efficiency
  • Enhanced market presence in the handy-size segment
  • Acquisition of experienced dry bulk operations team from MTM

The timing appears favorable, as the dry bulk market is experiencing a tight supply environment. This could lead to improved charter rates and asset values. However, investors should be aware of potential integration challenges and the cyclical nature of the shipping industry. The success of this merger will depend on management's ability to capitalize on synergies and navigate market fluctuations effectively.

NEWPORT, R.I., Sept. 23, 2024 /PRNewswire/ -- Pangaea Logistics Solutions Ltd. ("Pangaea" or the "Company") (Nasdaq: PANL), a global provider of comprehensive maritime logistics solutions, and M.T. Maritime Management (USA) LLC ("MTM"), managers of a diversified fleet of tankers and dry bulk vessels, today announced a definitive agreement to merge fifteen handy-size dry bulk vessels into Pangaea's 26 vessel supramax, ultramax, panamax and post-panamax fleet.  The handy vessels are currently owned by Strategic Shipping Inc. ("SSI"), a privately held company managed by MTM located in Southport, Connecticut. The fifteen handy-size vessels are valued at approximately $295 million, inclusive of vessel related financing agreements of approximately $102 million, resulting in a total net asset value of $193 million.

As consideration, Pangaea will issue approximately 19.0 million shares of its common stock to SSI equal to approximately 29% of the Company's outstanding common stock upon completion of the proposed transaction, which represents the relative net asset value of SSI's vessels compared to the estimated net asset value of Pangaea of approximately $478 million, or about $10.20 per share. The transaction is expected to close in the fourth quarter 2024, subject to customary closing conditions and shareholder approval.

MANAGEMENT COMMENTARY

"This transaction represents a transformational strategic milestone for our business, one that expands our owned fleet by nearly 60%, to 41 vessels, and provides us opportunities to drive incremental growth and improve our efficiency and profitability," stated Richard du Moulin, Chairman of the Board of Pangaea Logistics Solutions. "The addition of the SSI vessels to our existing fleet is consistent with our strategic focus on upgrading our owned vessel fleet to meet the evolving cargo needs of our customers."

"We have always operated in the handy segment, but the addition of these vessels will allow us to offer expanded services and will help us to better leverage our integrated shipping and port logistics models, improving overall fleet utilization, and maximizing our profitability," said Mark Filanowski, Pangaea's Chief Executive Officer.  "Importantly, MTM's highly experienced dry bulk chartering and operations teams will be joining Pangaea, along with certain members of the MTM executive team. We are excited to welcome the experienced and talented group from MTM, who will help ensure a seamless integration of our business plans and position us for continued future growth."

"We expect the transaction will be accretive to our earnings going forward, as dry bulk markets respond to a tight supply environment" added Gianni DelSignore, Chief Financial Officer of Pangaea Logistics Solutions. "This represents a significant advancement in our growth strategy, adding vessels with approximately 34.6% leverage, enabling us to maintain our financial flexibility and providing us ample capacity to pursue our strategic growth initiatives."

Filanowski added: "We believe the transaction is extremely attractive from both a financial and strategic perspective and will allow us to further take advantage of the favorable macro backdrop in the dry bulk market. Together with the MTM team, we are excited for this next chapter of growth and believe that our partnership will serve to continue the development of our leading dry bulk logistics and transportation service offering, while delivering sustainable above-market returns for our shareholders."

Doug MacShane, Executive Chairman of M.T. Maritime Group, which manages SSI, said "We believe that Pangaea's unique business model and long track-record of excellence in dry bulk shipping and logistics make them an ideal partner as we seek to take advantage of the evolving shipping landscape. By combining our fleet and operations with Pangaea, we will provide the scale and capabilities to better serve the needs of both Pangaea and MTM's existing customers, while creating a strong platform to pursue commercial and operating synergies. We are excited for the long-term growth opportunities that this partnership presents."

TRANSACTION OVERVIEW

The transaction will consist of Pangaea's acquisition of 100% ownership in fifteen handy-size vessels ranging in size from 33,000 dwt to 40,000 dwt, with an average age of approximately ten and a half years. As consideration, Pangaea will issue approximately 19.0 million of new common shares to SSI's owners. The exact number of common shares to be issued in the transaction will be determined at close, based on the relative fair net asset values of the acquired fleet and Pangaea's balance sheet, as adjusted to reflect current fair values of its fleet. Cash consideration will be limited to net working capital contributions, if any, at the time of closing, The Company will assume responsibility for performance of all current charter commitments associated with the SSI fleet.

Below are the details of the vessels to be acquired in the proposed transaction:                

Vessel Name

DWT

Year

Built

Flag

Strategic Fortitude

37,829

2016

Imabari

Singapore

Strategic Resolve

38,853

2015

CSIC: Shanhaiguan

Singapore

Strategic Entity

39,856

2015

CSIC: Tianjin Xingang

Singapore

Strategic Explorer

39,865

2015

CSIC: Tianjin Xingang

Singapore

Strategic Venture

39,850

2014

CSIC: Tianjin Xingang

Singapore

Strategic Equity

39,850

2014

CSIC: Tianjin Xingang

Singapore

Strategic Harmony

39,879

2014

CSIC: Tianjin Xingang

Singapore

Strategic Alliance

39,850

2014

CSIC: Tianjin Xingang

Singapore

Strategic Unity

39,850

2014

CSIC: Tianjin Xingang

Singapore

Strategic Synergy

39,865

2014

CSIC: Tianjin Xingang

Singapore

Strategic Savannah

35,542

2013

Taizhou Maple Leaf

Singapore

Strategic Tenacity

36,851

2012

Hyundai Vinashin

Singapore

Strategic Spirit

37,137

2012

Hyundai Mipo

Singapore

Strategic Vision

37,137

2012

Hyundai Mipo

Singapore

Strategic Endeavor

33,013

2010

Zhejiang Zhenghe

Singapore

 

In addition, seven employees on MTM's dry bulk chartering and operations teams will join the Company. Dan Schildt, MTM's Senior Vice President of Dry Cargo and Strategic Planning, will also join the executive management team of Pangaea as Chief Strategy Officer. Pangaea will maintain an office near Stamford, Connecticut after closing.

As part of the transaction, SSI will receive the right to designate two members for appointment to the Board of Directors of the Company. SSI intends to designate the following individuals for appointment to the Company's Board of Directors upon the consummation of the transaction:

  • Christina Tan: Ms. Tan has been the Chief Executive Officer of M.T. Maritime Management (USA) LLC since the beginning of 2020. Ms. Tan has been an officer with the M.T. Maritime Management Group ("MTM Group") for over 30 years, performing in a variety of capacities, including finance and chartering. Ms. Tan has been a director of Dorian LPG since May 1, 2015, and is currently a member of the Audit and Nominating and Corporate Governance Committees and was also a board member of Northern Shipping Funds from 2008 to 2015, at which point she remained as a member of the Limited Partnership Advisory Committee (LPAC) until 2023. For eight years prior to joining MTM Group, Ms. Tan was Vice President of Finance & Trading for Socoil Corporation, a major Malaysian palm oil refiner and trading company. Ms. Tan earned a BA in Economics and Mathematics from Western State College of Colorado.

  • Gary Vogel: Gary Vogel has over 36 years of experience in the international shipping industry. He currently serves as a Director of SFL Corp, (NYSE: SFL), a position he has held since 2016. From 2015 to 2024 he served as Chief Executive Officer and a Director of Eagle Bulk Shipping Inc. (NYSE: EGLE), a U.S. listed owner and operator of geared dry bulk vessels. From 2000 to 2015, Mr. Vogel held various positions in Clipper Group Ltd., lastly as Chief Executive Officer. Mr. Vogel graduated from the U.S. Merchant Marine Academy in 1988 with a Bachelor of Science degree in Marine Transportation as well as a U.S. Coast Guard Unlimited Tonnage 3rd Officers License. Subsequently, he served as an officer in the U.S. Naval Reserve. Mr. Vogel is currently on the Lloyd's Register North America Advisory Committee.

STRATEGIC RATIONALE

  • Expanding owned vessel fleet improves scale and profitability. The addition of the 15 handy-size vessels from the SSI fleet will provide additional scale and operational capacity to more efficiently meet the cargo needs of Pangaea's and MTM's existing customers and provide the flexibility to pursue opportunities with new potential customers. As a result, the Company expects that this acquisition will immediately result in improved operating leverage and Adjusted EBITDA.

  • Expanding team of experienced dry bulk operators to support future growth. The Company will benefit from the addition of MTM's highly experienced dry bulk chartering and operations teams. The additional management resources will not only optimize the integration of the fleet into Pangaea's existing business, but also provide further resources to support future growth.

  • Achieving profitable growth while maintaining a lean balance sheet. The transaction is expected to be accretive and will enable the Company to maintain balance sheet flexibility with limited financial leverage, providing ample liquidity to support ongoing shareholder return programs and pursuing its strategic growth objectives.

CONFERENCE CALL TO DISCUSS THE TRANSACTION

A conference call to discuss the Pangaea and M.T. Maritime dry bulk fleet combination will be held, Tuesday, September 24, 2024 at 8 a.m. ET. Accompanying presentation materials will be available in the Investor Relations section of the Company's website at https://www.pangaeals.com/investors/.

To participate in the live teleconference:
Domestic Live: 1-800-579-2557
International Live: 1-785-424-1793
Conference ID: PANL0924

To listen to a replay of the teleconference, which will be available through October 1, 2024:
Domestic Replay: 1-800-839-9374
International Replay: 1-402-220-6087

ADVISORS
DNB Markets, Inc. is serving as Pangaea's financial advisor for the transaction and Seward & Kissel LLP is acting as legal advisor for the transaction.

ABOUT PANGAEA LOGISTICS SOLUTIONS LTD.

Pangaea Logistics Solutions Ltd. (Nasdaq: PANL) 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.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise, except as required by law. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

PANGAEA INVESTOR RELATIONS CONTACTS

Gianni Del Signore
Chief Financial Officer
401-846-7790
Investors@pangaeals.com

Noel Ryan or Stefan Neely
Vallum Advisors
PANL@val-adv.com

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SOURCE Pangaea Logistics Solutions LTD

FAQ

What is the value of the dry bulk vessels in the Pangaea and MTM merger?

The fifteen handy-size vessels are valued at approximately $295 million.

How many shares will Pangaea issue for the merger with MTM?

Pangaea will issue approximately 19 million shares of its common stock.

When is the Pangaea and MTM merger expected to close?

The merger is expected to close in the fourth quarter of 2024.

How will the merger affect Pangaea's fleet size?

The merger will expand Pangaea's fleet by nearly 60%, increasing it to 41 vessels.

What is the expected impact of the merger on Pangaea's earnings?

The merger is expected to be accretive to Pangaea's earnings.

Pangaea Logistics Solutions Ltd.

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