SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
Date of Report (Date of earliest event reported): May 10, 2012
UNITED MARITIME GROUP, LLC
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
601 S. Harbour Island Blvd., Suite 230
Tampa, FL 33602
(Address and zip code of principal executive offices)
telephone number, including area code: (813) 209-4200
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):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 10, 2012 United Maritime Group, LLC, a Florida limited liability company (the Company), entered into a Membership
Interest Purchase Agreement (the Purchase Agreement) with Bulk Handling USA, Inc., a Delaware corporation (the Purchaser). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company
agreed to sell to Purchaser all of the issued and outstanding limited liability company interests of U.S. United Bulk Terminal, LLC, a Louisiana limited liability company (UBT), for an aggregate purchase price of approximately $215
million in cash. The purchase price is subject to certain adjustments set forth in the Purchase Agreement and related transaction documents.
The closing of the transactions contemplated by the Purchase Agreement is subject to certain closing conditions, including (i) that from the date of the Purchase Agreement to the closing date of the
transactions contemplated thereby a Material Adverse Effect (as defined in the Purchase Agreement) shall not have occurred, (ii) that any required waiting periods (including any extension thereof) applicable to the consummation of the
transactions contemplated by the Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have terminated or expired, and (iii) other customary closing conditions.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
herein. The above description of the Purchase Agreements is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement. The description of the Purchase Agreement and the copy of the Purchase
Agreement filed as an exhibit to this Form 8-K are intended to provide information regarding the terms of the Purchase Agreement and are not intended to modify or supplement any factual disclosures about the Company or its subsidiaries in its public
reports filed with the U.S. Securities and Exchange Commission. In particular, the Purchase Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to the
Company or any subsidiary thereof. The representations, warranties, covenants, agreements and other terms and conditions set forth in the Purchase Agreement have been made solely for the benefit of the parties to the Purchase Agreement and
(i) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) have been qualified by reference to certain information that is not reflected
in the text of the Purchase Agreement, and (iii) may apply standards of materiality in a way that is different from what may be viewed as material by investors in the Company (including investors that own any debt securities issued by the
Company), and therefore should not be relied upon by any person that is not a party to the Purchase Agreement.
May 11, 2012 the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As previously announced, the Company is currently exploring strategic alternatives with respect to the Company and its other subsidiary,
U.S. United Ocean Services, LLC (UOS). These strategic alternatives may include a sale of all or substantially all of the assets of or equity interests in UOS or a sale of all or substantially all of the assets of or equity interests in
the Company. The Company can provide no assurance as to whether any such transaction will be consummated or the terms hereof.
The disclosure contained herein may contain forward looking statements that involve significant risks and uncertainties. All
statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words believes, anticipates, plans, expects or
similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction described herein; statements regarding the expected timing of the completion of the transaction described herein; statements
regarding the ability to complete the transaction considering the various closing conditions; statements regarding the pursuit of strategic alternatives relating to the Company and UOS; and any statements of assumptions underlying any of the
foregoing. Investors and other interested parties are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that
are subject to change based on factors that are, in many instances, beyond the Companys control. Risks and uncertainties that could cause results to differ from expectations include uncertainties as to the timing of the closing of the
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described herein, the possibility that various closing conditions for the transaction may not be satisfied or waived, the possibility that the Company does not consummate a strategic transaction
relating to itself or UOS; and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by the Company. Accordingly, no assurances can be given that any of the events anticipated by the
forward-looking statements will occur or, if any of them do, what impact they will have on the Companys results of operations or financial condition. The Company does not undertake any obligation to update or revise any forward-looking
statements as a result of new information, future developments or otherwise.
||Financial Statements and Exhibits. |
||Purchase Agreement dated as of May 10, 2012 between the Company and Purchaser.1|
||Press Release dated May 11, 2012, announcing the entry into an agreement to sell UBT to Purchaser.|
The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601 of Regulation S-K. The Company will furnish copies
of any such schedules to the U.S. Securities and Exchange Commission upon request.
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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.
|UNITED MARITIME GROUP, LLC|
/s/ Jason Grant
||Chief Financial Officer|
Date: May 11, 2012
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