Navios Maritime Holdings Inc. announced that, in connection with its exchange offer and consent solicitation to exchange cash and/or newly issued 9.75% Senior Notes due 2024 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 and 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, it (i) extended the expiration date of the Exchange Offer through 5:00 p.m. (New York City time) on Friday, March 1, 2019 (“Extended Expiration”) and (ii) is waiving the Minimum Condition.
The Company has extended the expiration date of the Exchange Offer through 5:00 pm on Friday, March 1, 2019 (the “Expiration Date”) whereby the Company has offered to exchange
$7.25 in cash and/or $8.28 principal amount of the Notes for each Series G ADS; and
$7.16 in cash and/or $8.19 principal amount of the Notes for each Series H ADS.
As of 11:59 p.m.New York City time on February 15, 2019, there were 569,735 of Series G ADSs including guaranteed delivery and 1,002,510 of Series H ADSs validly tendered for exchange for cash and/or newly issued Notes in the Exchange Offer and were not validly withdrawn.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.
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. 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. In addition, no more than $7.8 million of Notes will be issued for Series G ADSs and no more than $7.8 million of Notes will be issued 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If either or both Series G ADSs and Series H ADSs are validly tendered and not properly withdrawn in excess of the number of Series G ADSs or Series H ADSs set forth above that the Company is seeking in the Exchange Offer, they will be subject to the tender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).
Waiver of Minimum Condition
The Company is waiving the following condition to the Exchange Offer:
(i) 946,100, representing approximately 66 2/3%, of the outstanding Series G ADSs having been validly tendered and not properly withdrawn prior to the Expiration Date (the “Series G Minimum Condition”); and
(ii) 1,907,600, representing approximately 66 2/3%, of the outstanding Series H ADSs having been validly tendered and not properly withdrawn prior to the Expiration Date (the “Series H Minimum Condition” and together with the Series G, the “Minimum Condition”).
Following the expiration of the Exchange Offer, provided that the remaining 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%) of the number of ADSs tendered.
The Company has not altered the terms of or conditions to the Consent Solicitation. If the Minimum Condition with respect to the Consent Solicitation is not satisfied, the Company will acquire all of the ADSs tendered prior to the Expiration Date but will not effectuate the Proposed Amendments.
Complete Terms and Conditions
Georgeson LLC is acting as the Information Agent for the Exchange Offer.
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. 2 to the Schedule TO filed on February 4, 2019 and this press release (the “Offering Materials”).
Source: Navios Maritime Holdings