ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 21, 2011, Lower Lakes Towing Ltd. (“Lower Lakes”) and Grand River Navigation Company, Inc. (“Grand River”), each of which are indirect wholly-owned subsidiaries of Rand Logistics, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Bulk Carrier Agreement”) with U.S. United Ocean Service, LLC (“USUOS”) pursuant to which Lower Lakes will purchase a bulk carrier (the “Bulk Carrier”) from USUOS for a purchase price of $5,250,000 plus the value of the remaining bunkers and unused lubricating oils onboard the Bulk Carrier at the closing of the acquisition. The Bulk Carrier Agreement provides that Grand River will purchase the Bulk Carrier under certain circumstances, including if the United States Maritime Administration does not grant a Transfer Order approving the foreign sale to Lower Lakes. The Bulk Carrier Agreement is subject to customary closing conditions.
Also on September 21, 2011, Grand River entered into an Asset Purchase Agreement (the “Tug Agreement”) with USUOS pursuant to which Grand River will purchase a tug (the “Tug”) from USUOS for a purchase price of $7,795,625 plus the value of the remaining bunkers and unused lubricating oils onboard the Tug at the closing of the acquisition. The Tug Agreement is subject to customary closing conditions and (i) Grand River’s satisfactory inspection of the Tug, (ii) Grand River having obtained debt or equity financing, on terms and conditions satisfactory to Grand River in its sole discretion, to fund all or a portion of the Tug’s purchase price and (iii) Grand River having purchased the Barge (as defined below) pursuant to the Barge Agreement (as defined below).
Additionally, on September 21, 2011, Grand River entered into an Asset Purchase Agreement (the “Barge Agreement)” with USUOS pursuant to which USUOS granted Grand River the option to act as USUOS’s third-party designee to purchase a self-unloading barge (the “Barge”) for a purchase price of $11,954,375 plus the value of the remaining bunkers and unused lubricating oils onboard the Barge at the closing of the acquisition.
ITEM 8.01. OTHER EVENTS.
On September 27, 2011, Rand Logistics, Inc. issued a press release announcing the closing of the public underwritten offering of 2,800,000 shares of its common stock and the execution of agreements to acquire two bulk carriers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
99.1 Press release, dated September 27, 2011.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
