Navios Maritime Holdings Inc. Announces Increase in Consideration and Extension of Time Under Exchange Offer for Series G ...
March 04 2019 - 8:39AM
Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
today announced that, as of March 1, 2019, there were 705,391
Series G ADSs and 1,062,573 Series H ADSs validly tendered for cash
and/or Notes in the Company’s previously announced exchange offer
and consent solicitation (the “Exchange Offer”).
The Company also announced that it (i) increased
the exchange consideration by $.50 per Series G ADS and Series H
ADS, (ii) extended the expiration date of the Exchange Offer
through 11:59 pm on Friday, March 15, 2019 (“Extended Expiration
Date”) and (iii) is no longer soliciting consents from holders
of the Series H ADSs.
The Company seeks to exchange cash and/or newly
issued 9.75% Senior Notes due 2024 (the “Notes”) for up to
approximately 66 2/3% of both classes of outstanding American
Depositary Shares representing the 8.75% Series G Cumulative
Redeemable Perpetual Preferred Stock (the “Series G ADSs”) and the
8.625% Series H Cumulative Redeemable Perpetual Preferred Stock
(the “Series H ADSs”).
Amended Offer
The Company announced that it increased the
exchange consideration by $.50 per share for the Series G ADSs and
the Series H ADSs and extended the Exchange Offer through the
Extended Expiration Date. For the Series H ADS only, the
Company announced that it was no longer seeking consent from the
holders of the Series H ADSs to the proposed amendments to the
certificate of designation under which the underlying shares of
Series H Cumulative Redeemable Perpetual Preferred Stock were
issued (the “Series H ADS Consent Solicitation”).
The amended terms of the Exchange Offer provide
as follows: Series G ADSs For Series G ADS
surrendered, the Company is offering:
- $7.75 in cash and/or
- $8.78 principal amount of the Notes
The revised consideration represents a premium
of (1) 125% per share in cash and (2) 155% per share in Notes to
the unaffected share price at the launch of the exchange offer.
Series H ADSs For Series H ADS
surrendered, the Company is offering:
- $7.66 in cash and/or
- $8.69 principal amount of the Notes
The revised consideration represents a premium
of (1) 125% per share in cash and (2) 155% per share in Notes to
the unaffected share price at the launch of the exchange offer.
The Company is no longer seeking the Series H
ADS Consent Solicitation.
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 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). 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 Extended Expiration Date.
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, as supplemented by Amendment No. 3 to the Schedule TO
filed on February 19, 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 Series G ADS 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 Series G ADS Consent
Solicitation related documents, which fully describe the terms and
condition of the Exchange Offer and Series G ADS Consent
Solicitation. The Company is making the Exchange Offer and Series G
ADS Consent Solicitation only by, and pursuant to the terms of, the
Prospectus. The Exchange Offer and Series G ADS 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 Series G ADS Consent Solicitation makes any
recommendation in connection with the Exchange Offer and Series G
ADS 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 Extended 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 and the Series G
ADS Consent Solicitation. 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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