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 9.75% Senior Notes due 2024 (the “Notes”)
for approximately 66 2/3% of each of the outstanding Series G and
Series H (as defined below) American Depositary Shares
(“ADSs”) (the “Exchange Offer”).
Exchange Offer
The Company is offering to exchange cash and/or
newly issued Notes to holders of approximately 66 2/3% of each of
the outstanding Series G ADSs and Series H ADSs as follows:
Series G ADS
- at the election of the
holders, either (a) $4.83 and/or (b) $5.52 principal amount of the
Notes for each Series G ADS
Series H ADS
- at the election of the holders,
either (a) $4.77 and/or (b) $5.46 principal amount of the Notes for
each Series H ADS
Under the terms of the Exchange Offer, the
Company will accept for tender 946,100 (representing approximately
66 2/3%) of the outstanding American Depositary Shares Series
G (the “Series G ADSs”), each representing 1/100th of a share
of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock
(the “Series G Preferred Shares”) and/or 1,907,600 (representing
approximately 66 2/3%) of the outstanding American Depositary
Shares Series H (the “Series H ADSs”), each representing 1/100th of
a share of 8.625% Series H Cumulative Redeemable Perpetual
Preferred Stock (the “Series H Preferred Shares”). If either or
both Series G ADSs and Series H ADSs are validly tendered and not
properly withdrawn in excess of the number of Series G ADSs or
Series H ADSs set forth above that the Company is seeking in the
Exchange Offer, they will be subject to the tender acceptance
proration procedures described in the Prospectus (defined
below).
There is no limit on the number of Series G ADSs
or Series H ADSs that can receive consideration in the form of
Notes. However, subject to the below, no more than 50% of the
number of Series G ADSs and no more than 50% of the number of
Series H ADSs can receive cash consideration (each, a “cash
cap”).
- If more than 50% of the Series G
ADSs and/or more than 50% of the Series H ADSs elect to receive
cash consideration, then all such Series G ADSs and/or Series H
ADSs in excess of the applicable cash cap will receive Notes.
- To the extent the cash cap for one
series of ADSs is not reached and the cash cap for the other series
of ADSs is reached, we will allocate such unutilized amounts to
satisfy cash elections in excess of the cash cap for the other
series of ADSs, on a pro rata basis.
- Fractional interest in the Notes
will not be issued for Series G ADSs or Series H ADSs. Instead, any
holder who would otherwise receive a fractional interest in the
Notes will have its distribution of Notes rounded down to the
nearest $25.00 denomination and will receive a cash payment equal
to the principal amount of the fractional interest.
The exact details of the tender acceptance
proration and the cash consideration proration are described in the
prospectus dated December 21, 2018 (the “Prospectus”) which is
included in the registration statement filed with the Securities
Exchange Commission (“SEC”) on December 21, 2018.
Consent Solicitation
The Company is seeking consent to amend and
restate the respective certificates of designation under which the
Series G Preferred Shares and Series H Preferred Shares were issued
to eliminate substantially all of the restrictive covenants and the
Company’s obligation to pay or accrue any unpaid dividends from any
past periods or future periods and to amend certain voting rights.
The tender by a holder and acceptance for exchange by the Company
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 must be received to amend
each of 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 in a future
vote.
Purpose of Exchange Offer
Navios Holdings is not required to, and over the
last 11 quarters has exercised its discretion not to, pay cash
dividends to its holders of the Series G ADSs or Series H ADSs. The
Exchange Offer offers holders of the Series G ADSs and Series H
ADSs the opportunity to exchange the substantial majority of their
Series G ADSs or Series H ADSs for (i) cash, which will provide
immediate liquidity, and/or (ii) Notes, which will require the
Company to pay, and which the Company will not have the discretion
to avoid paying, interest (aside from in a bankruptcy).
This Exchange Offer may be appropriate for a
holder seeking liquidity and/or greater certainty that it will
receive current cash payments on its security and willing to forego
the possibility that previously accrued dividends on the Series G
ADSs and Series H ADSs may ever be paid or that the Company will
elect to redeem the Preferred Shares at their full redemption
amount.
Minimum Participation and
Expiration
For the Series G ADSs, the Exchange Offer is
conditioned on not less than 946,100 or 66 2/3%, of outstanding
Series G ADSs being validly tendered and not properly withdrawn
prior to the Expiration Date (“Series G Minimum Condition”).
For the Series H ADSs, the Exchange Offer is
conditioned on not less than 1,907,600, or 66 2/3%, of the
outstanding Series H ADSs being validly tendered and not properly
withdrawn prior to Expiration Date. (“Series H Minimum
Condition”).
If on the Expiration Date less than 66 2/3% of
either of the outstanding Series G ADSs, the Series H ADSs or both,
have been validly tendered and not properly withdrawn, the Company
may waive the Series G Minimum Condition and/or the Series H
Minimum Condition, as applicable, at its sole discretion, and
accept for exchange all validly tendered and not properly withdrawn
Series G ADSs and/or Series H ADSs. If the Series G Minimum
Condition or Series H Minimum Condition is waived by the Company,
the consent solicitation referred to above will not be consummated
with respect to the series for which either such minimum condition
was waived.
The Exchange Offer is scheduled to expire at
5:00 PM New York City time, on February 1, 2019, unless extended or
terminated prior to such time (such date and time, as the same may
be extended or terminated, the “Expiration Date”). The
Depository Trust Company and its direct and indirect participants
will establish their own cutoff dates and times to receive
instructions to tender in the 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.
The Bank of New York Mellon is acting as the
Exchange Agent and Depositary for the Exchange Offer.
The complete terms and conditions of the
Exchange Offer and Consent Solicitation are set forth in the
Prospectus.
Copies of the Prospectus may also be obtained
from the Information Agent:
Georgeson LLC
Call Toll-Free (888) 566-3252
Contact via E-mail at: Navios@georgeson.com
Important Notices and Additional
Information
This press release is for informational purposes
only. 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 Series G Preferred Shares or Series H
Preferred Shares. This press release shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. In connection with the Exchange
Offer and Consent Solicitation, the Company has filed with the SEC
a Registration Statement on Form F-4 that includes a Prospectus and
other Exchange Offer and Consent Solicitation related documents,
which fully describe the terms and condition of the Exchange
Offer and Consent Solicitation. The Company is making the Exchange
Offer and Consent Solicitation only by, and pursuant to the terms
of, the Prospectus. The Company may not issue the 2024 Notes until
the Registration Statement on Form F-4 has been declared effective
by the SEC. The Exchange Offer and Consent Solicitation 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 and
Consent Solicitation makes any recommendation in connection with
the Exchange Offer and Consent Solicitation. The Company urges
holders of Series G ADSs and Series H ADSs to read the registration
statement, the prospectus, and related financial disclosures
(including all amendments and supplements) and to consult with
their tax, financial, etc. advisors before making any investment
decision.
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 the Company’s 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 Navios Maritime Holdings Inc.
+1.212.906.8643
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