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BALT > SEC Filings for BALT > Form 8-K on 25-Sep-2013All Recent SEC Filings

Show all filings for BALTIC TRADING LTD

Form 8-K for BALTIC TRADING LTD


25-Sep-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securi


Item 1.01. Entry into a Material Definitive Agreement.

On September 20, 2013, Baltic Trading Limited ("Baltic Trading") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which Baltic Trading agreed to sell to the Underwriters an aggregate of 12,000,000 shares (together with the 1,800,000 additional shares referred to below, the "Shares") of common stock, par value $0.01 per share, of Baltic Trading (the "Common Stock"), at a purchase price of $4.3378 per share (the "Purchase Price"), which reflects a price to the public of $4.60 per share less underwriting discounts and commissions of $0.2622 per share. In connection with this offering, Baltic Trading granted the Underwriters a 30-day option to purchase up to an additional 1,800,000 shares of Common Stock at a price per share equal to the Purchase Price, which was exercised in full. The offering of the Common Stock has been registered under the Securities Act by Baltic Trading as part of its registration statement on Form S-3 (No. 333-168700) filed with the SEC.

The Underwriting Agreement contains customary representations and warranties, conditions to closing, indemnification rights and obligations of the parties. The closing is expected to occur and delivery of the Shares is expected to be made on September 25, 2013.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 and is incorporated herein by reference.



Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the Subscription Agreement dated as of March 3, 2010 between Baltic Trading and Genco Investments LLC ("Genco Investments"), Genco Investments is entitled to anti-dilution rights in which it receives a number of shares of Class B Stock of Baltic Trading, par value $0.01 per share ("Class B Stock") equal to 2% of the number of shares of Common Stock issued from time to time, excluding any shares of Common Stock issued as an award or issuable upon exercise of an award under our 2010 Equity Incentive Plan. Baltic Trading will therefore issue to Genco Investments a total of 276,000 shares of Class B Stock in connection with the issuance of Common Stock pursuant to the Underwriting Agreement, delivery of which is expected to be made on September 25, 2013. These additional shares are to be issued for no additional consideration. Holders of shares of Class B Stock may elect at any time to have such shares converted into shares of Common Stock on a one-for-one basis. The Class B Stock is issued to Genco Investments pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are filed herewith:

Exhibit No.                                Description

1.1            Underwriting Agreement, dated September 20, 2013, among Baltic
               Trading and Jefferies LLC and Morgan Stanley & Co. LLC, as
               representatives of the several underwriters named therein.

5.1            Opinion of Reeder & Simpson P.C., Marshall Islands counsel for
               Baltic Trading, as to the legality of the shares of the Common
               Stock being sold by Baltic Trading.


5.2           Opinion of Kramer Levin Naftalis & Frankel LLP, U.S. counsel for
              Baltic Trading, as to the legality of the Rights attached to the
              Common Stock being sold by Baltic Trading.

8.1           Opinion of Reeder & Simpson P.C., Marshall Islands counsel for
              Baltic Trading, as to certain tax matters related to the Common
              Stock being sold by Baltic Trading.

8.2           Opinion of Kramer Levin Naftalis & Frankel LLP, United States tax
              counsel for Baltic Trading, as to certain tax matters related to
              the Common Stock being sold by Baltic Trading.

23.1          Consents of Reeder & Simpson P.C., Marshall Islands counsel for
              Baltic Trading (contained in Exhibits 5.1 and 8.1).

23.2          Consents of Kramer Levin Naftalis & Frankel LLP, U.S. counsel for
              Baltic Trading (contained in Exhibits 5.2 and 8.2).


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