Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
(NYSE:NM) announced today that it commenced an offer to exchange
cash and/or newly issued shares of Common Stock of Navios Holdings
(“Common Stock”), for any and all outstanding American Depositary
Shares, each representing 1/100th of a share of either 8.75% Series
G Cumulative Redeemable Perpetual Preferred Stock (the “Series G
ADSs”), or 8.625% Series H Cumulative Redeemable Perpetual
Preferred Stock (the “Series H ADSs”). The Company also commenced a
consent solicitation (collectively, “Exchange Offer”).
Offer to Purchase
The Company is offering to exchange, upon the
terms and subject to the conditions of the Exchange Offer, either
(1) cash and/or (2) newly issued shares of Common Stock to
all holders of any and all issued and outstanding shares of the
Series G ADSs and Series H ADSs as follows:
Series G ADSs
The Company is offering to acquire such shares
for:
(1) $5.85 in cash for each Series G ADS
surrendered, and/or
(2) 4.77 shares of Common Stock for each Series
G ADS surrendered
Series H ADSs
The Company is offering to acquire such shares
for:
(1) $5.75 in cash for each Series H ADS
surrendered, and/or
(2) 4.69 shares of Common Stock for each
Series H ADS surrendered
Holders may elect to tender any portion of their
Series G ADSs or Series H ADSs for cash and any portion for Common
Stock, provided that no more than 50% of the Series G ADSs and
Series H ADSs tendered will receive cash. Any Series G ADSs
or Series H ADSs tendered in excess of this limitation will be
allocated shares of Common Stock instead.
The consideration to be paid for the Series G
ADSs and the Series H ADSs has been determined by the volume
weighted average price of the Series G ADSs and Series H ADSs, as
applicable, as consolidated and reported by Bloomberg, for the
twenty consecutive trading days immediately preceding September 19,
2016 (the “20-day VWAP”), with consideration paid in the form of
cash equal to 110% of the 20-Day VWAP for the respective series of
Series G ADSs or Series H ADSs and consideration paid in the form
of shares of Common Stock equal to 105% of the 20-Day VWAP
for the respective series of Series G ADSs or Series H ADSs.
If all conditions to the Exchange Offer are
satisfied or waived, we will acquire all tendered Series G ADSs or
Series H ADSs. However, only whole shares of Common Stock will be
delivered. You will receive cash in lieu of any fraction of a share
of Common Stock.
Consent Solicitation
The Company is seeking consent to amend and
restate the respective certificates of designation under which the
Series G ADSs and Series H ADSs were issued in order to eliminate
substantially all of the voting rights and restrictive covenants in
the existing certificates of designation governing the preferred
stock underlying the Series G ADSs and Series H ADSs. The tender by
a holder of Series G ADSs or Series H ADSs pursuant to the Exchange
Offer will constitute the granting of consent by such holder to the
proposed amendments.
Consent of at least 66 2/3% of the outstanding
preferred shares underlying each series (whether Series G ADSs or
Series H ADSs) must be received to amend the respective
certificates of designation. In addition, the amended certificates
of designation must be approved by the holders of the majority of
the Common Stock.
Purpose of Exchange Offer
An exchange of Series G ADSs or Series H ADSs
for cash or shares of Common Stock affords an alternative to such
holders by providing an exchanging holder with the growth potential
of the Common Stock or liquidity through payment in cash. The
Exchange Offer will eliminate the Company’s large and growing
financial obligation to the holders of the Series G ADSs or Series
H ADSs, which the Company believes impedes growth, access to
capital and strategic opportunities that may otherwise be available
to it.
Minimum Participation and
Expiration
The Exchange Offer is conditioned upon, among
other things, at least 66 2/3% of the Series G ADSs and/or 66 2/3%
of the Series H ADSs having been validly tendered and not properly
withdrawn prior to the expiration of the Exchange Offer.
The Exchange Offer is scheduled to expire at
11:59 PM New York City time, on October 17, 2016, unless extended
or terminated. The Depository Trust Company and its direct and
indirect participants will establish their own cutoff dates and
times to receive instructions to tender in this Exchange Offer
which will be earlier than the expiration date. Holders should
contact their broker or other securities intermediary to determine
the cutoff date and time applicable to them.
Complete Terms and
Conditions
Georgeson LLC is acting as the Information Agent
for the Exchange Offer.
Bank of New York Mellon is acting as the
Exchange Agent and Depository for the Exchange Offer.
The complete terms and conditions of the
Exchange Offer is set forth in the offers to exchange and related
letters of transmittal that are being sent to holders of the Series
G ADSs and Series H ADSs.
Copies of the offer to exchange and letters of
transmittal may also be obtained from the Information Agent:
Georgeson LLC
Telephone: (888) 607-9252
E-mail: Navios@georegeson.com
Copies of the offer to exchange and letters of transmittal may
be found on the Company's website at
www.navios.com/exchangeoffer
THIS PRESS RELEASE IS NEITHER AN OFFER
TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE EXISTING SERIES G
ADSs OR SERIES H ADSs OR THE UNDERLYING PREFERRED STOCK NOR IS IT A
SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFER. THE COMPANY IS
MAKING THE EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF,
THE OFFER TO EXCHANGE AND THE LETTERS OF TRANSMITTAL. THE EXCHANGE
OFFER ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES,
BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE COMPANY,
THE INFORMATION AGENT OR THE EXCHANGE AGENT FOR THE EXCHANGE OFFER
MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF
AN OFFER TO BUY ANY OF THESE SECURITIES AND SHALL NOT CONSTITUTE AN
OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE IS UNLAWFUL.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE:NM) is a
global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk
commodities including iron ore, coal and grain. For more
information about Navios Holdings please visit our website:
www.navios.com.
Forward-Looking Statements
This press release contains forward-looking
statements (as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended) concerning future events and expectations
including with respect to the completion of the Exchange Offer.
Although Navios Holdings believes that the expectations reflected
in such forward-looking statements are reasonable at the time made,
no assurance can be given that such expectations will prove to have
been correct. These statements involve known and unknown risks and
are based upon a number of assumptions and estimates which are
inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of Navios Holdings. Actual
results may differ materially from those expressed or implied by
such forward-looking statements. Navios Holdings 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 Navios Holdings' expectations with
respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Contact
Exchange Offer Investor Relations
+1 212 223 7009
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