Navios Maritime Holdings Inc. Announces Increase in Consideration and Extension of Time under the Series G ADS Exchange Offer...
April 01 2019 - 08:51AM
Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
previously launched an exchange offer (the “Series G ADS Exchange
Offer”) and consent solicitation (collectively, the “Series G ADS
Exchange Offer and Consent Solicitation”) to exchange cash and/or
newly issued 9.75% Senior Notes due 2024 (the “Notes”) for
approximately 66 2/3% of the outstanding American Depositary
Shares, representing 1/100th of a share of 8.75% Series G
Cumulative Redeemable Perpetual Preferred Stock (the “Series G
ADSs”).
Amended Series G ADS Exchange
Offer
As of March 29, 2019, there were 900,453
Series G ADSs validly tendered for cash and/or 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:
|
• |
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$8.00 in
cash; and/or |
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• |
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$8.78
principal amount of the Notes; plus |
|
• |
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$1.00 in
cash, which shall not be subject to the cash cap described below
(the “Additional Series G ADS Cash Consideration”). |
The revised consideration for the Series G ADSs
of $9.00 ($8.00 + $1.00) and $9.78 ($8.78 + $1.00) represents a
premium of (1) 161% per share in cash and (2) 183% per share in
Notes to the unaffected share price of the Series G ADSs at
the initial launch of the Series G ADS Exchange Offer.
The Company is also extending the expiration
date relating to the Series G ADS Exchange Offer and Consent
Solicitation through 11:59 pm New York City time on Friday, April
12, 2019 (the “Extended Series G ADS Expiration Date”).
Other Considerations Relating to
the Series G ADS Exchange Offer and Consent
Solicitation
Excluding 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not properly withdrawn in excess of the number of Series G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 and Consent Solicitation, 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 ADS Expiration Date.
Fractional interest in the Notes will not be
issued for Series G 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. If you have already tendered
your Series G ADSs in the Series G ADS Exchange Offer and Consent
Solicitation you do not need to take further action to receive the
increased consideration.
Complete Terms and
Conditions
Georgeson LLC is acting as the Information Agent
for the Series G ADS Exchange Offer and Consent Solicitation.
The Bank of New York Mellon is acting as the
Exchange Agent and Depositary for the Series G ADS Exchange Offer
and Consent Solicitation.
The complete terms and conditions of the Series
G ADS Exchange Offer and Consent Solicitation are set forth in the
Prospectus and this press release.
Copies of these 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 the
underlying preferred shares of the Series G 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 Series G ADS 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 Series G ADS
Exchange Offer and Consent Solicitation related documents, which
fully describe the terms and condition of the ongoing Series G ADS
Exchange Offer and Consent Solicitation. The Company is making the
Series G ADS Exchange Offer and Consent Solicitation only by, and
pursuant to the terms of, the Prospectus. The Series G ADS Exchange
Offer and Consent Solicitation 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 and Consent
Solicitation makes any recommendation in connection with the Series
G ADS Exchange Offer and Consent Solicitation. 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 Fee
Upon the terms and conditions of the Series G
ADS Exchange Offer and Consent Solicitation 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 ADS 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 Series G ADS Exchange Offer and
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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