Navios Maritime Holdings Inc. Announces Sale of Ship Management for $20.0 Million and a Five-Year Services Agreement
August 30 2019 - 4:15PM
Navios Maritime Holdings Inc. (the “Company") (NYSE: NM), today
announced that it sold its ship management division and certain
general partnership interests (the “Transaction”) to N
Shipmanagement Acquisition Corp. and related entities
(“NSAC”), affiliated with Company’s Chairman and Chief
Executive Officer, Angeliki Frangou. The Company received
aggregate consideration of $20.0 million (including assumption of
liabilities) and new five-year service agreements under which NSAC
will provide technical and commercial management services at fixed
rates (as described below) and administrative services, reimbursed
at allocable cost.
As a result of the Transaction –
- The Company is a holding company owning dry bulk vessels and
various investments in entities owning maritime and infrastructure
assets.
- NSAC owns all entities providing ship management services and
employs all associated people.
- The Company will pay a fixed rate of $3,700 per day per vessel,
which will cover all technical and commercial management services
and operating costs, other than dry-docking and special surveys.
This rate will be fixed for a two-year period and will increase
thereafter by 3% annually.
- NSAC will provide all administrative services to the Company
and will be reimbursed at allocable cost.
- NSAC will own the general partner interests in Navios Maritime
Containers L.P. (NASDAQ: NMCI) and Navios Maritime Partners
L.P. (NYSE: NMM).
The Company simultaneously entered into a
secured loan agreement with NSAC whereby the Company agreed to
repay NSAC $125.0 million (subject to post-closing adjustment) over
a five-year period. In general, the amount owed
reflects the excess of the (1) liabilities of the ship management
business (including liabilities for advances previously made by
affiliates to the Company for ongoing operating costs, including
technical management services, supplies, dry-docking and related
expenses) other than liabilities the assumption of which forms part
of the consideration for the Transaction over (2) the short term
assets of the ship management business. Of the amount owed,
$47.0 million will be repayable during the first 12 months in equal
quarterly installments, with the remaining principal amount
repayable in equal quarterly installments over the following 48
months. In certain cases, amortization can be deferred. The
loan agreement provides for interest at 5% annually, and 7%
annually for deferred principal amounts.
Closing
The closing of the Transaction occurred
simultaneously with the execution of the definitive transaction
agreements.
Special Committee
The Company’s Board of Directors formed a
Special Committee of independent and disinterested directors to
consider the Transaction. The Special Committee, with the
assistance of its independent financial and legal advisors,
exclusively negotiated the terms of the transaction agreements and
approved the transaction on behalf of the Board of Directors.
Advisors
Pareto Securities AS acted as financial advisor
and Debevoise & Plimpton LLP acted as legal counsel to the
Special Committee. S. Goldman Advisors LLC acted as financial
advisor and Fried, Frank, Harris, Shriver & Jacobson LLP acted
as legal counsel to NSAC.
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 - Safe
Harbor
This press release contains and 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 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 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 vessels
in particular, fluctuations in charter rates for dry cargo vessels,
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 financing, 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, Vale’s obligations under the Vale port contract, 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.
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