Navios Maritime Holdings Inc. Announces Increased Consideration for the Series G ADS Exchange Offer And Expiration of Series ...
March 18 2019 - 8:58AM
Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
today announced (i) amendments to the Company’s previously
announced exchange offer for cash and/or Notes (defined below) for
American Depositary Shares, representing the 8.75% Series G
Cumulative Redeemable Perpetual Preferred Stock (the “Series G
ADSs”) and the consent solicitation for the Series G ADSs and (ii)
the results of the exchange offer for cash and/or Notes for
American Depositary Shares, representing the 8.625% Series H
Cumulative Redeemable Perpetual Preferred Stock (the “Series H
ADSs”) (collectively, the “Exchange Offer,” and the exchange offer
and consent solicitation for the Series G ADSs, the “Series G ADS
Exchange Offer” and the exchange offer for the Series H ADSs, the
“Series H ADS Exchange Offer”).
Amended Series G ADS Exchange
OfferAs of March 15, 2019, there were 836,636 Series G
ADSs validly tendered for cash and/or newly issued 9.75% Senior
Notes due 2024 (the “Notes”). The Company seeks up to 946,100
Series G ADSs (representing 66 2/3% of outstanding Series G
ADSs).
Under the amended terms of the Series G ADS
Exchange Offer, for each Series G ADS tendered, the Company is
offering:
- $1.00 in cash, which shall not be subject to the cash cap
described below (the “Additional Series G ADS Cash Consideration”);
plus
- $7.75 in cash; and/or
- $8.78 principal amount of the Notes.
The revised consideration for the Series G ADSs
of $8.75 ($7.75 + $1.00) and $9.78 ($8.78 + $1.00) represents a
premium of (1) 154% per share in cash and (2) 183% per
share in Notes to the unaffected share price of the Series G ADSs
at the launch of the Exchange Offer.
The Company is also extending the expiration
date relating to the Series G ADS Exchange Offer through 11:59 pm
New York City time on Friday, March 29, 2019 (the “Extended Series
G Expiration Date”).
Expiration of Series H ADS Exchange
OfferAs of March 15, 2019, there were 1,101,113 Series H
ADSs tendered and accepted by the Company in the Series H ADS
Exchange Offer. The Company is paying a total of approximately $4.2
million in cash consideration and issuing a total of approximately
$4.8 million in aggregate principal amount of Notes, subject to
further adjustment downwards such that no fractional Notes are
issued, in exchange for the Series H ADSs tendered and accepted by
the Company in the Series H ADS Exchange Offer.
Other Considerations Relating to the
Series G ADS Exchange OfferExcluding the Additional Series
G ADS Cash Consideration, no more than 50% of the Series G ADSs, as
a class, tendered will receive cash. Holders of Series G ADSs
tendered in excess of this limitation will be deemed to have
elected to receive Notes instead on a pro rata basis (the “cash
cap”).
If Series G ADSs are validly tendered and not
properly withdrawn in excess of the number of Series G ADSs set
forth above that the Company is seeking in the Series G ADS
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 must
deliver, or cause to be delivered, their Series G ADSs and other
required documents to the exchange agent before the Extended Series
G Expiration Date.
Complete Terms and
ConditionsGeorgeson LLC is acting as the Information Agent
for the Series G ADS 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 Series G ADS
Exchange Offer are set forth in the Prospectus, as will be
supplemented by Amendment No. 5 to the Schedule TO expected to be
filed on or about March 18, 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) 566-3252Contact via E-mail at:
Navios@georgeson.com
Important Notices and Additional
InformationThis 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 the 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, 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
related documents, which fully describe the terms and condition of
the ongoing Series G ADS Exchange Offer. The Company is making the
Series G ADS Exchange Offer only by, and pursuant to the terms of,
the Prospectus. The Series G ADS Exchange Offer is 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 Series G ADS Exchange Offer makes any
recommendation in connection with the Series G ADS Exchange Offer.
The Company urges holders of Series G 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 FeeUpon the
terms and conditions of the Series G ADS Exchange Offer set forth
in the Prospectus, with respect to any tender and acceptance of
Series G 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 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 Series G 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 StatementsThis
press release contains forward-looking statements concerning future
events and expectations including with respect to the completion of
the Series G 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)
Historical Stock Chart
From Aug 2024 to Sep 2024
Navios Maritime (NYSE:NM)
Historical Stock Chart
From Sep 2023 to Sep 2024