Rand Logistics, Inc. (NASDAQ:RLOG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
First Lien Credit Agreement Waiver
Amendment
Effective as of June 14, 2017, Rand Logistics, Inc. (the Company)
and its subsidiaries entered into a First Amendment to Amendment
No. 4 and Waiver to Credit Agreement (First Lien Waiver Amendment
No. 1) with Bank of America, N.A. and the other lenders party
thereto, to which the waiver provided in the previously disclosed
May 31st First Lien Waiver (as defined below) was
extended to June 30, 2017, subject to the other terms and
conditions of the Amendment No. 4 and Waiver to Credit Agreement,
dated as of May 31 , 2017, with Bank of America, N.A. and the
other lenders party thereto (the May 31stFirst Lien
Waiver), which remain in effect.
Second Lien Credit Agreement Waiver
Amendment
Effective as of June 14, 2017, the Company and its subsidiaries
entered into a Fifth Amendment and Waiver to Credit Agreement
(Second Lien Waiver Amendment No. 1) with Guggenheim Corporate
Funding, LLC and Lightship Capital LLC, to which the waiver
provided in the previously disclosed May 31st Second
Lien Waiver (as defined below) was extended to June 30, 2017,
subject to the other terms and conditions of the Fifth Amendment
and Waiver to Credit Agreement, dated as of May 31, 2017, with
Guggenheim Corporate Funding, LLC and Lightship Capital LLC (the
May 31st Second Lien Waiver).
The disclosure herein regarding the First Lien Waiver Amendment
No. 1 and the Second Lien Waiver Amendment No. 1 does not purport
to be complete and is qualified in its entirety to the full text
of the First Lien Waiver Amendment No. 1 and the Second Lien
Waiver Amendment No. 1, which are filed as exhibits 10.1 and 10.2
hereto and incorporated herein by reference.
Item 7.01.Regulation FD Disclosure.
On June 15, 2017, the Company issued a press release announcing
the launch of its second annual Marine Miracle Month, a program
to benefit childrens charities. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Limitation on Incorporation by
Reference. The information furnished in this
Item7.01, including the press release attached hereto as Exhibit
99.1, shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such a filing.
Cautionary Note Regarding Forward-Looking
Statements. Except for historical information
contained in the press release attached as Exhibit 99.1 hereto,
the press release contains forward-looking statements that
involve certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
these statements. Please refer to the cautionary notes in the
press release regarding these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 |
First Amendment to Amendment No. 4 and Waiver to Credit Agreement, dated as of June 14, 2017, by and among Lower Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River Navigation Company, Inc., Black Creek Shipping Company, Inc., as borrowers, Bank of America, N.A., as agent, and the lenders party thereto. |
| 10.2 |
First Amendment to Fifth Amendment and Waiver to Credit Agreement, dated as of June 14, 2017, by and among Lower Lakes Towing Ltd., Grand River Navigation Company, Inc., Black Creek Shipping Company, Inc., as the credit parties, Guggenheim Corporate Funding, LLC, as agent, and Lightship Capital LLC, as the lender. |
| 99.1 | Press Release, dated June 15, 2017. |
About Rand Logistics, Inc. (NASDAQ:RLOG)
Rand Logistics, Inc. is a shipping company that, through its operating subsidiaries, is engaged in the operation of bulk carriers on the Great Lakes. The Company’s shipping business is operated in Canada by Lower Lakes Towing Ltd. (Lower Lakes Towing) and in the United States by Lower Lakes Transportation Company (Lower Lakes Transportation). The Company transports construction aggregates, salt, grain, coal, iron ore, and other dry bulk commodities for customers in the construction, electric utility, food, and integrated steel industries. Lower Lakes’ fleet consists of approximately six self-unloading bulk carriers and over four conventional bulk carriers in Canada and approximately six self-unloading bulk carriers in the United States, including over three articulated tug and barge units. Lower Lakes Towing owns approximately nine Canadian vessels and Lower Lakes Towing (17) Ltd. (Lower Lakes (17)) owns the tenth Canadian vessel.
