Navios Maritime Holdings Inc. Announces Increase in Consideration and Extension of Time Under Exchange Offer
February 04 2019 - 8:51AM
Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
previously launched an 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”).
Amended Offer
The Company announced that it increased the
exchange consideration to ADS holders and extended the expiration
date of the Exchange Offer through 11:59 pm on Friday, February 15,
2019 (the “Expiration Date”).
The amended terms of the Exchange Offer provide
as follows:
|
Series G
ADSs |
|
For shares of Series G
ADS surrendered, the Company is offering:
- $7.25 in cash and/or
- $8.28 principal amount of the Notes
|
|
The revised consideration
represents an increase of (1) $2.42 per share in cash and (2) $2.76
per share in Notes. The revised consideration also represents a
premium of (1) 110% per share in cash and (2) 140% per share in
Notes to the unaffected share price at the launch of the exchange
offer |
|
|
|
Series H
ADSs |
|
For shares of Series H ADS
surrendered, the Company is offering:
- $7.16 in cash and/or
- $8.19 principal amount of the Notes
|
|
The revised consideration
represents an increase of (1) $2.39 per share in cash and (2) $2.73
per share in Notes. The revised consideration also
represents a premium of (1) 110% per share in cash and (2) 140% per
share in Notes to the unaffected share price at the launch of the
exchange offer |
Extension and Other Considerations
Holders may elect to tender any portion of their
Series G ADSs or Series H ADSs for cash and any portion for Notes,
provided that 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. Any 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.
No more than $7.8 million of Notes will be
issued as consideration for Series G ADSs and no more than $7.8
million of Notes will be issued as consideration 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 all 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%). 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). Fractional interest
in the Notes will not be issued for Series G ADSs or Series H 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 ADSs in the Exchange Offer you do
not need to take further action to receive the increased
consideration.
As of 5:00 p.m. New York City time on February
1, 2019, 420,206 Series G ADSs and 665,475 Series H ADSs had been
validly tendered for exchange for cash and/or 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.
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. 1 to the Schedule TO
filed on January 25, 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)
Historical Stock Chart
From Mar 2024 to Apr 2024
Navios Maritime (NYSE:NM)
Historical Stock Chart
From Apr 2023 to Apr 2024