NewLead Holdings Ltd. Announces 1-for-50 Reverse Split of Common Shares
PIRAEUS, Greece, May 15, 2014 /PRNewswire/ -- NewLead Holdings Ltd. (NASDAQ: NEWL) ("NewLead" or the "Company") today announced that a 1-for-50 reverse stock split of its common shares has been approved by the Company's Board of Directors and by written consent of a majority of NewLead's shareholders, in order for the Company to maintain its compliance with the minimum bid price requirement of $1.00 per share for continued listing on the NASDAQ Global Select Market ("NASDAQ"). The reverse split will be effective upon the commencement of trading today, on May 15, 2014.
As previously announced, in January 2014, NewLead regained compliance, with the minimum bid price requirement of $1.00 per share for continued listing on the NASDAQ but, under NASDAQ Listing Rule 5815 (d)(4)(a), the NASDAQ Listing Qualifications Panel ("Panel") determined to continue to monitor the Company for a six-month period, ending June 30, 2014, during which if at any time the Company has a closing bid price under $1.00 for a period of 30 consecutive trading days, the Panel can direct the Listing Qualifications Staff of the NASDAQ Stock Market LLC ("Staff") to issue a Staff Delisting Determination.
The reverse split will consolidate every fifty common shares into one common share, par value of $5.00 per share. As a result of the reverse stock split, the number of common shares outstanding will be reduced from 519,543,700, to approximately 10,390,874 shares, subject to rounding up of all fractional shares to the nearest whole share. In respect to the underlying common shares associated with any derivative securities, such as warrants, options and convertible notes, the conversion and exercise prices and number of common shares issuable generally will be adjusted in accordance to the 1:50 ratio. The number of authorized common shares and preferred shares of NewLead will not be affected by the reverse split.
NewLead's transfer agent, Continental Stock Transfer & Trust Co ("Continental"), will also act as exchange agent for the reverse stock split. After the reverse split takes effect, shareholders will receive information from Continental regarding the process for exchanging their common shares. Continental will notify shareholders of record that hold physical certificates as of the effective time to transmit outstanding share certificates, and, unless requested, will subsequently issue new book entry statements of holding representing one post-split common share for every ten common shares held of record as of the effective time. Shareholders that currently hold common shares in book entry form will receive updated statements of holding reflecting the reverse split and need not take any action.
About NewLead Holdings Ltd.
NewLead Holdings Ltd. is an international, vertically integrated shipping, logistics and commodity company. NewLead owns two dry bulk Panamax vessels and manages three third party tanker vessels, two small bitumen tanker vessels and one Handysize MR product tanker. The Company expects to take delivery of three modern eco-type dry bulk Handysize vessels, one of which is newbuilding, between May and August 2014. The Company has also signed a term sheet for 75% debt financing to acquire two dry bulk Panamax vessels. Upon completion of the above acquisitions and together with the vessels under management. NewLead is expected to have a fleet of ten vessels, seven owned and three vessels under management. Furthermore, the Company owns a wash plant and a mine in Kentucky, USA and has been granted access to develop and mine one more mine, that includes a CSX rail load facility, the Andy Rail Terminal, in Kentucky, USA. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. To learn more about NewLead Holdings Ltd., please visit the new website at www.newleadholdings.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This press release includes assumptions, expectations, projections, intentions and beliefs about future events. These statements, as well as words such as "anticipate," "estimate," "project," "plan," and "expect," are intended to be ''forward-looking" statements. We caution that assumptions, expectations, projections, intentions and beliefs about future events may vary from actual results and the differences can be material. Forward-looking statements include, but are not limited to, such matters as the creditworthiness of our counterparties, the reliability of reserve reports, our ability to extract or acquire coal to fulfill contracts, the consummation of conditional contracts, future operating or financial results; our liquidity position and cash flows, our ability to borrow additional amounts under our revolving credit facility and, if needed, to obtain waivers from our lenders and restructure our debt, and our ability to continue as a going concern; statements about planned, pending or recent vessel disposals and/or acquisitions, business strategy, future dividend payments and expected capital spending or operating expenses, including dry-docking and insurance costs; statements about trends in the product tanker and dry bulk vessel shipping segments, including charter rates and factors affecting supply and demand; expectations regarding the availability of vessel acquisitions; completion of repairs; length of off-hire; availability of charters; and anticipated developments with respect to any pending litigation. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although NewLead believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, NewLead cannot assure you that it will achieve or accomplish these expectations, beliefs or projections described in the forward looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter rates and vessel values, failure of a seller to deliver one or more vessels, and other factors discussed in NewLead's filings with the U.S. Securities and Exchange Commission from time to time. NewLead expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in NewLead's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
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NewLead Holdings Ltd.
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SOURCE NewLead Holdings Ltd.