UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1024, 2012

UNITED MARITIME GROUP, LLC

(Exact Name of Registrant as Specified in Charter)

Florida

333-165796

59-2147756

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

601 S. Harbour Island Blvd., Suite 230

Tampa, FL 33602

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (813) 209-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0102 ~~Entry~~Termination ~~into~~of a Material ~~Definitive~~ Agreement.

On May 1024, 2012, United Maritime Group, LLC, a Florida limited liability company (the “Company”), ~~entered~~completed ~~into~~the sale to Ingram Barge Company, a ~~Membership~~Tennessee corporation (“Ingram”), of all of the issued and outstanding limited liability company interests of U.S. United Barge Line, LLC, a Florida limited liability company (“UBL”), pursuant to the previously disclosed Membership Interest Purchase Agreement, dated as of April 18, 2012 (the “Purchase Agreement”), ~~with~~by ~~Bulk~~and ~~Handling~~among ~~USA~~the Company, ~~Inc.~~GS Maritime Holding LLC, a Delaware ~~corporation~~limited ~~(the~~liability ~~“Purchaser”)~~company, UBL and Ingram. ~~Pursuant~~In toconnection with the ~~terms~~closing of the transactions contemplated by the Purchase Agreement, on May 24, 2012, the Company fully paid all of its obligations and ~~subject~~related fees then outstanding to the ~~conditions~~lenders ~~set~~under ~~forth~~the inLoan ~~the~~and ~~Purchase~~Security Agreement, ~~the~~dated ~~Company~~as of ~~agreed~~December 22, to2009, ~~sell~~by toand ~~Purchaser~~among ~~all~~Bank of ~~the~~America, ~~issued~~National Association as administrative agent, co-collateral agent and ~~outstanding~~security ~~limited~~trustee, ~~liability~~and ~~company~~the ~~interests~~other lenders thereunder, the borrowers named therein, Bank of ~~U.S.~~America ~~United~~Securities ~~Bulk~~LLC, ~~Terminal~~Wells Fargo Foothill, LLC and Jefferies Finance LLC, aas ~~Louisiana~~joint ~~limited~~lead ~~liability~~arrangers ~~company~~and book managers, and Wells Fargo Foothill, LLC, as co-collateral agent, as amended (the “~~UBT~~Loan Facility”),. ~~for~~The an aggregate ~~purchase~~amount ~~price~~ of the payment was approximately $~~215~~ 31 million and inwas ~~cash~~funded from a portion of the proceeds from the sale of UBL to Ingram. ~~The~~Upon ~~purchase~~receipt ~~price~~of isthis ~~subject~~payoff, the Loan Facility, including the commitment of the lenders thereunder to ~~certain~~extend ~~adjustments~~further ~~set~~credit ~~forth~~to the Company and other borrowers thereunder, terminated. An affiliate of Bank of America, National Association and Bank of America Securities LLC acted as the financial advisor to the Company in connection with the ~~Purchase~~sale ~~Agreement~~of UBL to Ingram and ~~related~~the ~~transaction~~Company’s ~~documents~~consideration of strategic alternatives for its other subsidiaries.

~~The closing of the transactions contemplated by the Purchase Agreement is subject to certain closing conditions, including (i)~~Item ~~that~~2.01 ~~from~~Completion ~~the date~~ of ~~the~~Acquisition ~~Purchase~~or ~~Agreement~~Disposition ~~to the closing date~~ of the transactions contemplated thereby a Material Adverse Effect (as defined in the Purchase Agreement) shall not have occurred, (ii) that any required waiting periods (including any extension thereof) applicable to the consummation of the transactions contemplated by the Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have terminated or expired, and (iii) other customary closing conditionsAssets.

AAs ~~copy~~described ofabove, ~~the Purchase Agreement is filed as Exhibit 10.1 to this Current Report~~ on ~~Form~~May ~~8-K~~24, ~~and~~2012, isthe ~~incorporated~~Company bycompleted ~~reference herein. The above description of~~ the ~~Purchase~~sale ~~Agreements is a summary only and is qualified in its entirety by reference~~ to ~~the~~Ingram ~~complete text~~ of ~~the~~all ~~Purchase Agreement. The description~~ of the ~~Purchase~~issued ~~Agreement~~ and ~~the~~outstanding ~~copy~~limited ~~of the Purchase~~liability ~~Agreement~~company ~~filed~~interests asof anUBL ~~exhibit~~pursuant to ~~this Form 8-K are intended to provide information regarding~~ the ~~terms of the~~ Purchase Agreement. ~~and~~The ~~are~~aggregate ~~not~~purchase ~~intended~~price paid to ~~modify or supplement any factual disclosures about~~ the Company orupon ~~its~~the ~~subsidiaries~~closing inof ~~its public reports filed with~~ the ~~U.S.~~transactions ~~Securities~~contemplated ~~and~~by ~~Exchange Commission. In particular,~~ the Purchase Agreement ~~and related summary are not intended to be~~, ~~and~~net ~~should~~of ~~not~~purchase beprice ~~relied~~adjustments ~~upon~~made ~~as,~~in ~~disclosures~~connection ~~regarding~~with ~~any facts or circumstances relating to~~ the ~~Company~~closing, orwas ~~any~~approximately ~~subsidiary~~$219.8 ~~thereof~~million. ~~The~~As ~~representations,~~described ~~warranties~~above, ~~covenants, agreements and other terms and conditions set forth in~~ the ~~Purchase~~Company ~~Agreement~~directed ~~have~~Ingram ~~been~~to ~~made~~apply ~~solely~~a ~~for~~portion ~~the benefit~~ of ~~the~~such ~~parties~~proceeds to ~~the~~repay ~~Purchase~~all ~~Agreement and (i) may be intended not as statements~~ of ~~fact, but rather as a way of allocating~~ the ~~risk~~Company’s toobligations ~~one~~outstanding ofunder the ~~parties~~Loan ifFacility. ~~those~~In ~~statements prove to be inaccurate~~addition, ~~(ii) have~~in ~~been~~accordance ~~qualified~~with ~~by reference to certain information that is not reflected~~the interms ~~the text~~ of the Purchase Agreement, ~~and~~approximately ~~(iii) may~~$13 ~~apply~~million ~~standards~~ of ~~materiality~~such inproceeds awas ~~way~~deposited ~~that~~into isan ~~different~~escrow ~~from~~account ~~what~~as ~~may~~a besource ~~viewed~~of asfunds ~~material~~in byrespect ~~investors~~of in the ~~Company~~indemnification ~~(including~~and ~~investors~~certain ~~that~~other ~~own~~potential ~~any~~payment ~~debt~~obligations ~~securities~~of ~~issued by~~ the Company), ~~and~~under ~~therefore should not be relied upon by any person that is not a party to~~ the Purchase Agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the information set forth in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2012 and the full text of the Purchase Agreement, which was attached thereto as Exhibit 10.~~01.~~1 ~~Other~~and ~~Events~~is incorporated herein by reference.

~~On May~~Item ~~11,~~2.04 ~~2012~~Triggering ~~the~~Events ~~Company~~That ~~issued~~Accelerate aor ~~press~~Increase ~~release~~a ~~announcing~~Direct ~~the~~Financial ~~entry~~Obligation ~~into~~or ~~the~~an Obligation ~~Purchase~~under ~~Agreement. A~~an ~~copy~~Off-Balance ofSheet ~~the press release is being furnished as Exhibit 99~~Arrangement.1 ~~to this Current Report on Form 8-K.~~

AsThe ~~previously~~information ~~announced,~~provided ~~the~~in ~~Company~~Item 1.02 isand ~~currently~~2.01 ~~exploring~~above ~~strategic~~in ~~alternatives~~ connection with ~~respect to~~ the ~~Company~~payoff and ~~its~~termination ~~other subsidiary, U.S. United Ocean Services, LLC (“UOS”). These strategic alternatives may include a sale~~ of ~~all~~the orLoan ~~substantially~~Facility ~~all~~and of the ~~assets of or equity interests in UOS or a~~ sale of ~~all~~UBL oris ~~substantially~~incorporated ~~all~~herein ofby ~~the assets of or equity interests in the Company~~reference. ~~The Company can provide no assurance as to whether any such transaction will be consummated or the terms hereof.~~

The disclosure contained herein may contain forward looking statements that involve significant risks and uncertainties. All statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words “believes,” “anticipates,” “plans,” “expects” or similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction described herein; statements regarding the expected timing of the completion of the transaction described herein; statements regarding the ability to complete the transaction considering the various closing conditions; statements regarding the pursuit of strategic alternatives relating to the Company and UOS; and any statements of assumptions underlying any of the foregoing. Investors and other interested parties are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond the Company’s control. Risks and uncertainties that could cause results to differ from expectations include uncertainties as to the timing of the closing of the transaction

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described herein, the possibility that various closing conditions for the transaction may not be satisfied or waived, the possibility that the Company does not consummate a strategic transaction relating to itself or UOS; and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by the Company. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on the Company’s results of operations or financial condition. The Company does not undertake any obligation to update or revise any forward-looking statements as a result of new information, future developments or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		Purchase Agreement dated as of May 10, 2012 between the Company and Purchaser.1
99.1		Press Release dated May 11, 2012, announcing the entry into an agreement to sell UBT to Purchaser.

1 The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601 of Regulation S-K. The Company will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

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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 hereunto duly authorized.


UNITED MARITIME GROUP, LLC

By:		/s/ Jason Grant
Name:		Jason Grant

Title:		Chief Financial Officer

Date: May 11 25, 2012

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