Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
today announced that, in connection with its exchange offer and
consent solicitation (the “Exchange 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 American
Depositary Shares, each representing 1/100th of a share of 8.75%
Series G Cumulative Redeemable Perpetual Preferred Stock (the
“Series G ADSs”) and 8.625% Series H Cumulative Redeemable
Perpetual Preferred Stock (the “Series H ADSs”), it (i) extended
the expiration date of the Exchange Offer through 5:00 p.m. (New
York City time) on Friday, March 1, 2019 (“Extended Expiration”)
and (ii) is waiving the Minimum Condition (as defined below).
Extension
The Company has extended the expiration date of
the Exchange Offer through 5:00 pm on Friday, March 1, 2019 (the
“Expiration Date”) whereby the Company has offered to exchange
- $7.25 in cash and/or $8.28 principal amount of the Notes for
each Series G ADS; and
- $7.16 in cash and/or $8.19 principal amount of the Notes for
each Series H ADS.
As of 11:59 p.m. New York City time on February
15, 2019, there were 569,735 of Series G ADSs including guaranteed
delivery and 1,002,510 of Series H ADSs validly tendered for
exchange for cash and/or newly issued Notes in the Exchange Offer
and were not validly withdrawn. Holders who wish to tender their
Series G ADSs and Series H ADSs must deliver, or cause to be
delivered, their ADSs and other required documents to the Exchange
Agent before the Expiration Date.
Other Considerations
No more than 50% of the Series G ADSs, as a
class, tendered will receive cash, and no more than 50% of the
Series H ADSs, as a class, tendered will receive cash. Holders of
Series G ADSs or Series H ADSs tendered in excess of this
limitation will be deemed to have elected to receive Notes instead
on a pro rata basis. In addition, no more than $7.8 million of
Notes will be issued for Series G ADSs and no more than $7.8
million of Notes will be issued for Series H ADSs and any Series G
ADSs or Series H ADSs tendered in excess of this limitation will be
deemed to have made a cash election instead.
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ADSs are validly tendered and not properly withdrawn in excess of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 (as defined below).
Waiver of Minimum Condition
The Company is waiving the following condition
to the Exchange Offer:
(i) 946,100, representing approximately 66 2/3%, of the
outstanding Series G ADSs having been validly tendered and not
properly withdrawn prior to the Expiration Date (the “Series G
Minimum Condition”); and
(ii) 1,907,600, representing approximately 66 2/3%, of the
outstanding Series H ADSs having been validly tendered and not
properly withdrawn prior to the Expiration Date (the “Series H
Minimum Condition” and together with the Series G, the “Minimum
Condition”).
Following the expiration of the Exchange Offer,
provided that the remaining conditions to the Exchange Offer are
satisfied or waived, the Company will acquire up to 946,100
tendered Series G ADSs (approximately 66 2/3%) and up to 1,907,600
Series H ADSs (approximately 66 2/3%) of the number of ADSs
tendered.
The Company has not altered the terms of or
conditions to the Consent Solicitation. If the Minimum Condition
with respect to the Consent Solicitation is not satisfied, the
Company will acquire all of the ADSs tendered prior to the
Expiration Date but will not effectuate the Proposed
Amendments.
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 Depositary for the Exchange Offer.
The complete terms and conditions of the
Exchange Offer and Consent Solicitation are set forth in the
Prospectus, as supplemented by Amendment No. 2 to the Schedule TO
filed on February 4, 2019 and this press release (the “Offering
Materials”).
Copies of the Offering Materials may also be
obtained from the Information Agent upon request:
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 preferred shares of the Series G ADSs or
Series H ADSs. 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, as
it may be amended or supplemented, (the “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 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.
Dealer Solicitation Fee
Upon the terms and conditions of the Exchange
Offer and Consent Solicitation set forth in the Prospectus, with
respect to any tender and acceptance of Series G ADSs or Series H
ADSs, the Company will pay soliciting dealers a fee of 2.0% of the
original liquidation preference ($25.00) applicable to each Series
G ADS and Series H ADS tendered. In order to be eligible to receive
the soliciting dealer fee, a properly completed soliciting dealer
form must be delivered by the relevant soliciting dealer to the
Exchange Agent prior to the Expiration Date.
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 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
Navios Maritime (NYSE:NM)
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