Navios Maritime Holdings Inc. 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 Offer
As 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 pmNew York City time on Friday, March 29, 2019 (the “Extended Series G Expiration Date”).
Expiration of Series H ADS Exchange Offer
As 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 Offer
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, 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 Conditions
Georgeson 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”).
Source: Navios Maritime Holdings Inc.