Form 6-K NewLead Holdings Ltd. For: Sep 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Dated: September 30, 2015

 

Commission File Number 001-32520

 

NEWLEAD HOLDINGS LTD.

(Translation of registrant’s name into English)

 

NewLead Holdings Ltd.

83 Akti Miaouli & Flessa Str.

185 38 Piraeus Greece

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x

Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes  o No  x 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes  o No  x 

 

  

On September 28, 2015, NewLead Holdings Ltd. (the “Company”) announced that the Company did not complete the acquisition of the Marrowbone mine which the Company originally expected to finalize during the third quarter of 2013, as it had previously announced.

 

Under the terms of the Letter of Intent, as extended and as assigned to Mine Investment, LLC (“Mine Investment”), an affiliate of the Company, on September 13, 2013, dated as of May 10, 2013 (the “Letter of Intent”), by and between Marrowbone Energy Resources, Inc. (the “Seller”) and Pallas Holdings, LLC (“Pallas”), the Company intended to acquire all of the issued and outstanding membership units, or all of the assets, of Seller (or one or more of its affiliates) in order to acquire certain coal mining interests held by the Seller for a purchase price equal to $500,000. The Letter of Intent was extended by three extensions dated as of July 3, 2013, by and between the Seller and Pallas, (the “July Extension”), August 22, 2013, by and between the Seller and Pallas, (the “August Extension”) and December 30, 2013, by and between the Seller and Pallas, on behalf of Mine Investment, (the “December Extension”), respectively, and was assigned by Pallas to Mine Investment, an affiliate of the Company, on September 13, 2013 pursuant to an Assignment and Assumption Agreement (the “Assignment Agreement”).

 

The Company did not complete the aforementioned acquisition, due to a number of factors, including a failure of the parties to reach acceptable definitive terms for such acquisition, the collapse of coal prices, as well as adverse coal market conditions especially with regard to the export and transportation of coal that continues today.

 

Copies of the Letter of Intent, the July Extension, the August Extension, the December Extension, the Assignment Agreement and the press release are furnished as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6, respectively, to this Report on Form 6-K and are incorporated herein by reference.

Exhibits

 

Exhibit

No.

Exhibit

 

99.1

Letter of Intent, dated as of May 10, 2013, by and between Marrowbone Energy Resources, Inc. and Pallas Holdings, LLC.

 

99.2

Letter of Intent Extension, dated as of July 3, 2013, by and between Marrowbone Energy Resources, Inc. and Pallas Holdings, LLC.

 

99.3

Letter of Intent Extension, dated as of August 22, 2013, by and between Marrowbone Energy Resources, Inc. and Pallas Holdings, LLC.

 

99.4

Letter of Intent Extension, dated as of December 30, 2013, by and between Marrowbone Energy Resources, Inc. and Pallas Holdings, LLC.

 

99.5

Assignment and Assumption Agreement, dated as of September 13, 2013, by and between Mine Investment, LLC and Pallas Holdings, LLC.

 

99.6

Press Release dated as of September 28, 2015

 

 

 

SIGNATURES

 

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, thereunto duly authorized.

 

 

Date: September 30, 2015

 

	NEWLEAD HOLDINGS LTD.
	By:	/s/ Michail Zolotas
	Name: Michail Zolotas
	Title:  Chief Executive Officer

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

 

 

 

Exhibit 99.3

 

 

 

 

Exhibit 99.4

 

 

 

 

Exhibit 99.5

 

 

 

 

 

 

Exhibit 99.6

 

 

NewLead Holdings Ltd. Announces Updates to

Prior Announcements Regarding the Marrowbone Mine

 

Hamilton, Bermuda, September 28, 2015 - NewLead Holdings Ltd. (OTC: NEWL) ("NewLead" or the "Company") announced today that the Company did not complete the acquisition of the Marrowbone mine which the Company expected to finalize during the third quarter of 2013, as it had previously announced during such quarter.

 

The Company did not proceed with the aforementioned acquisition due to a number of factors including a failure of the parties to reach acceptable definitive terms for such acquisition, the collapse of coal prices, as well as adverse coal market conditions especially with regard to the export and transportation of coal that continues today.

 

The Company had previously disclosed in the Annual Report on Form 20-F for the year ended December 31, 2013, filed with the Securities and Exchange Commission (“SEC”) on May 9, 2014, under “Item 5: Operating and Financial Review and Prospects, Commodities Business”, that there was no assurance that the ongoing discussions following the expiration of the exclusivity period for the acquisition of the Marrowbone mine would result in agreement for the acquisition of such mine or if such agreement was reached, whether the Company would be able to finance any such acquisition.

 

For further information, please visit the Company’s SEC filings at the "Investor Relations" section under "SEC Filings", “http://www.newleadholdings.com/sec.html”. The Annual Reports of the Company on Form 20-F can be found at the ‘Investor Relations” section under "Annual Reports, “http://www.newleadholdings.com/annual-reports.html”.

 

About NewLead Holdings Ltd.

NewLead Holdings Ltd. is an international vertically integrated shipping, logistics and commodity company providing ideal solutions for seaborne transportation of dry bulk commodities and petroleum products through owned and managed vessels. NewLead controls a fleet of ten vessels, including five dry bulk and five tanker vessels and manages one third party tanker vessel. NewLead is a Securities and Exchange Commission (“SEC”) reporting Foreign Private Issuer in compliance with applicable SEC rules and regulations and current in its SEC reporting, utilizing U.S. Generally Accepted Accounting Principles’ financial reporting standards. NewLead's common shares are traded under the symbol "NEWL" on the Over-the-Counter market. To learn more about NewLead Holdings Ltd., please visit NewLead’s renewed 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.

 

Investor and Media Relations:

Elisa Gerouki

NewLead Holdings Ltd.

Telephone: + 30 213 014 8023

Email: [email protected]

 

 

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