Pangaea Logistics Solutions (PANL) M&A Announcement summary

Deal rationale and strategic fit

• Merger adds 15 modern Handy dry bulk vessels, expanding the fleet by nearly 60% to 41 vessels and enhancing service offerings across vessel sizes.

• Strategic focus on differentiation through customer supply chain integration, long-term contracts, and leveraging an integrated shipping-logistics model.

• Combination leverages SSI/MTM's experienced team and customer relationships, supporting growth in the Handy segment and seamless integration.

• Commercial synergies expected with the growing ports and terminals business, supporting future growth.

• SSI and MTM become largest shareholders, reflecting long-term commitment and belief in the business model.

Financial terms and conditions

• Transaction valued at $295 million, including $102 million in vessel-related financing, and is structured as an all-stock NAV-to-NAV exchange.

• Funded via issuance of about 19 million shares, representing 29% of outstanding stock post-closing.

• Post-transaction, Pangaea and M.T. Maritime shareholders will own approximately 71% and 29% respectively on a fully diluted basis.

• SSI fleet has 34.6% leverage; pro forma gross LTV improves from 41.6% to 39.6%.

• Cash consideration limited to net working capital contributions at closing; Pangaea assumes all current charter commitments of the SSI fleet.

Synergies and expected cost savings

• Enhanced ability to combine cargoes, optimize port and terminal operations, and improve fleet utilization and profitability.

• Immediate operational synergies from integrating experienced SSI/MTM staff and best practices.

• Synergies anticipated within the ports and terminals division, supporting integrated service expansion.

• Transaction anticipated to be accretive to earnings and adjusted EBITDA, leveraging a tight dry bulk market supply.