Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
(NYSE: NM), announced today a definitive agreement providing for
the sale of its 36-vessel drybulk fleet for an aggregate
consideration of approximately $835.0 million consisting of cash
and the assumption of bank debt and finance leases related to the
vessels and subject to working capital adjustment at closing, to
Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM).
The aggregate transaction consideration is
expected to reduce Navios Holdings’ liabilities by approximately
$784.2 million, comprising of:
Amount (in US$ millions) |
Description of liability |
$441.6 |
Debt and finance leases(1) |
$262.6 |
Vessel loans(2) |
$80.0 |
11.25% Senior Secured Notes(3) |
$784.2 |
|
(1) Assumed by Navios Partners, includes bank debt and
finance lease liabilities as well as obligations from bareboat
arrangements on a finance lease basis as of June 30, 2022, to be
adjusted at the closing of the transaction(2) Mandatory
repayment of loans associated with the sale of the vessels due to N
Shipmanagement Acquisition Corp. and its subsidiaries, an entity
affiliated with the Chairwoman and Chief Executive Officer of
Navios Holdings(3) To be repaid at maturity on August 15,
2022
Any remaining proceeds will be used to cover transaction costs
and for general corporate purposes.
Navios Holdings through this transaction
believes it:
- Took advantage
of a strong sale and purchase market in dry bulk
-
Strengthened its balance sheet by repaying debt
-
Eliminated all short-term debt maturities
- Created
a solid liquidity position
- Will record an
estimated net book gain of approximately $100 million in the third
quarter of 2022
Navios LogisticsFollowing the
closing of the transaction, Navios Holdings will have exited direct
fleet ownership. Going forward, the Company plans to focus on
growing Navios South American Logistics Inc. (“Navios Logistics”)
business. Navios Holdings owns a 63.8% controlling equity stake
which is consolidated into its financial statements. We believe,
Navios Logistics is a leading infrastructure and logistics company
in the Hidrovia region of South America having:
- A unique
infrastructure comprising of port terminal facilities, barge and
cabotage fleet
-
Favorably located assets: Nueva Palmira terminal a critical
infrastructure asset
- A
long-term “take-or-pay” contract with Vale
- A
favorable market backdrop to support growth
- Compelling
growth opportunities
Navios PartnersNavios Holdings
also continues to hold a 10.3% interest in Navios Partners, a
leading, US publicly listed shipping company, representing a
compelling investment in a well-positioned diversified maritime
company.
Special CommitteeThe
transaction was negotiated by a special committee of the Board of
Directors of Navios Holdings consisting of independent and
disinterested directors (“Special Committee”) with the assistance
of its independent financial and legal advisors. The transaction
was unanimously approved by the Special Committee and Navios
Holdings’ board of directors.
Transaction ClosingThe closing
of the transaction is subject to customary closing conditions,
including receipt of certain consents required in connection with
Navios Partners’ assumption of bank debt in connection with the
transaction. The transaction is expected to close in two tranches.
The first tranche, involving the transfer of 15 vessels, is
scheduled to be completed on July 29, 2022. The second tranche,
involving the remaining 21 vessels, is scheduled to be completed in
the third quarter of 2022.
AdvisorsLatham & Watkins
LLP acted as legal advisor and Arctic Securities AS acted as sole
financial advisor to the Special Committee.
Conference Call:
Navios Holdings will host a conference call
tomorrow, July 28, 2022, at 7:45 am ET, at which time Navios
Holdings’ senior management will provide highlights and commentary
on the transaction.
Simultaneously, a supplemental slide
presentation will be available on the Navios Holdings website at
www.navios.com under the “Investors” section on the day of the
call.
Conference Call details:
Call Date/Time: Thursday, July 28, 2022 at 7:45 am ETCall Title:
Navios Maritime Holdings Investor CallUS Dial In:
+1.800.459.5346International Dial In: +1.203.518.9544Conference ID:
NM0728
The conference call replay will be available two hours after the
live call and remain available for one week at the following
numbers:
US Replay Dial In: +1. 800-934-5153International Replay Dial In:
+1. 402-220-1182
There will be a live webcast available on the
Navios Holdings website, www.navios.com, under the “Investors”
section. The Webcast will be archived and available at the same Web
address for two weeks following the call.
About Navios
Maritime Holdings
Inc.
Navios Maritime Holdings Inc. (NYSE: NM) is a
global seaborne shipping and logistics company. For more
information about Navios Holdings, please visit our website:
www.navios.com.
About Navios
South American
Logistics Inc.
Navios South American Logistics Inc. is one of
the largest logistics companies in the Hidrovia region of South
America, focusing on the Hidrovia region river system, the main
navigable river system in the region, and on cabotage trades along
the eastern coast of South America. Navios Logistics serves the
storage and marine transportation needs of its petroleum,
agricultural and mining customers through its port terminals, river
barge and coastal cabotage operations. For more information about
Navios Logistics, please visit its website:
www.navios-logistics.com.
About Navios
Maritime Partners
L.P.
Navios Maritime Partners L.P. (NYSE: NMM) is an
international owner and operator of dry cargo and tanker vessels.
For more information, please visit its website:
www.navios-mlp.com.
Forward
Looking Statements
– Safe
Harbor
This press release contains and our call will
contain 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, including with respect to the expected completion of the
sale of the fleet to Navios Partners and the expected redemption or
repayment of the vessel loans and the 11.25% Senior Secured Notes
prior to or at maturity using the proceeds thereof, expected cash
flow generation, Navios Holdings’ expected use of proceeds from the
transaction and Navios Holdings’ growth strategy and measures to
implement such strategy. Words such as “may,” “expects,” “intends,”
“plans,” “believes,” “anticipates,” “hopes,” “estimates,” and
variations of such words and similar expressions are intended to
identify forward-looking statements. Such statements include
comments regarding expected revenue and time charters. These
forward-looking statements are based on the information available
to, and the expectations and assumptions deemed reasonable by
Navios Holdings at the time these statements were made. Although
Navios Holdings believes that the expectations reflected in such
forward-looking statements are reasonable, 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. Factors that could cause actual results to differ
materially include, but are not limited to risks relating to: the
potential inability to obtain any necessary third-party consents to
the transfers of one or more of the vessels to be sold to Navios
Partners; global and regional economic and political conditions
including the impact of the COVID-19 pandemic and efforts
throughout the world to contain its spread, including effects on
global economic activity; demand for seaborne transportation of the
products we ship; the ability and willingness of charterers to
fulfill their obligations to us; prevailing charter rates;
shipyards performing scrubber installations, drydocking and
repairs; changing vessel crews and availability of financing;
potential disruption of shipping routes due to accidents, wars,
diseases, pandemics, political events, piracy or acts by
terrorists, including the impact of the COVID-19 pandemic and the
ongoing efforts throughout the world to contain it; uncertainty
relating to global trade, including prices of seaborne commodities
and continuing issues related to seaborne volume and ton miles; our
continued ability to enter into long-term time charters; our
ability to maximize the use of our vessels; expected demand in the
dry cargo shipping sector in general and the demand for our
Panamax, Capesize, Ultra Handymax and Handysize vessels in
particular; the aging of our fleet and resultant increases in
operations costs; the loss of any customer or charter or vessel;
the financial condition of our customers; changes in the
availability and costs of funding due to conditions in the bank
market, capital markets and other factors; increases in costs and
expenses, including but not limited to: crew wages, insurance,
provisions, port expenses, lube oil, bunkers, repairs, maintenance,
and general and administrative expenses; the expected cost of, and
our ability to comply with, governmental regulations and maritime
self-regulatory organization standards, as well as standard
regulations imposed by our charterers applicable to our business,
general domestic and international political conditions;
competitive factors in the market in which Navios Holdings
operates; the value of our publicly traded subsidiaries; risks
associated with operations outside the United States; and other
factors listed from time to time in Navios Holdings’ filings with
the Securities and Exchange Commission, including its Forms 20-F
and Forms 6-K. 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. Navios Holdings makes no prediction or statement about the
performance of its common stock or debt securities.
Contact:
Navios Maritime Holdings
Inc.+1-345-232-3067+1.212.906.8643investors@navios.com
EXHIBIT I
Fleet of Vessels sold
Owned Vessels
Vessel Name |
|
Vessel Type |
|
Year Built |
|
Deadweight(in metric tons) |
Navios Ulysses |
|
Ultra Handymax |
|
2007 |
|
55,728 |
Navios Celestial |
|
Ultra Handymax |
|
2009 |
|
58,063 |
Navios Vega |
|
Ultra Handymax |
|
2009 |
|
58,792 |
Navios Taurus |
|
Panamax |
|
2005 |
|
76,596 |
Navios Asteriks |
|
Panamax |
|
2005 |
|
76,801 |
N Amalthia |
|
Panamax |
|
2006 |
|
75,318 |
Navios Galileo |
|
Panamax |
|
2006 |
|
76,596 |
N Bonanza |
|
Panamax |
|
2006 |
|
76,596 |
Rainbow N |
|
Panamax |
|
2011 |
|
79,642 |
Jupiter N |
|
Panamax |
|
2011 |
|
93,062 |
Navios Sky(1) |
|
Panamax |
|
2015 |
|
82,056 |
Navios Stellar |
|
Capesize |
|
2009 |
|
169,001 |
Navios Happiness |
|
Capesize |
|
2009 |
|
180,022 |
Navios Phoenix |
|
Capesize |
|
2009 |
|
180,242 |
Navios Lumen |
|
Capesize |
|
2009 |
|
180,661 |
Navios Antares |
|
Capesize |
|
2010 |
|
169,059 |
Navios Etoile |
|
Capesize |
|
2010 |
|
179,234 |
Navios Bonheur |
|
Capesize |
|
2010 |
|
179,259 |
Navios Altamira |
|
Capesize |
|
2011 |
|
179,165 |
Navios Canary |
|
Capesize |
|
2015 |
|
180,528 |
Navios Corali |
|
Capesize |
|
2015 |
|
181,249 |
(1) Navios Holdings declared its option to acquire the
Navios Sky
Long-term Bareboat-in Fleet
Vessel Name |
|
Vessel Type |
|
Year Built |
|
Deadweight(in metric tons) |
Navios Herakles I |
|
Panamax |
|
2019 |
|
82,036 |
Navios Uranus |
|
Panamax |
|
2019 |
|
81,516 |
Navios Felicity I |
|
Panamax |
|
2020 |
|
81,946 |
Navios Galaxy II |
|
Panamax |
|
2020 |
|
81,789 |
Navios Magellan II |
|
Panamax |
|
2020 |
|
82,037 |
|
|
|
|
|
|
|
Long-term Charter-in Fleet
Vessel Name |
|
Vessel Type |
|
Year Built |
|
Deadweight(in metric tons) |
Navios Lyra |
|
Handysize |
|
2012 |
|
34,718 |
Navios Venus |
|
Ultra Handymax |
|
2015 |
|
61,339 |
Navios Amber |
|
Panamax |
|
2015 |
|
80,994 |
Navios Coral |
|
Panamax |
|
2016 |
|
84,904 |
Navios Citrine |
|
Panamax |
|
2017 |
|
81,626 |
Navios Dolphin |
|
Panamax |
|
2017 |
|
81,630 |
Navios Gemini |
|
Panamax |
|
2018 |
|
81,704 |
Navios Horizon I |
|
Panamax |
|
2019 |
|
81,692 |
Navios Felix |
|
Capesize |
|
2016 |
|
181,221 |
Navios Obeliks |
|
Capesize |
|
2012 |
|
181,415 |
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