Navigator Holdings Ltd. announced the upsize and pricing of the previously announced public offering of a total of 8,000,000 shares of the Company’s common stock by BW Group Limited, as the selling shareholder of the Company, at a public offering price of $17.50 per share. The Secondary Offering is expected to close on or about March 23, 2026, subject to customary closing conditions.
The Company is not offering any shares of its common stock in the Secondary Offering and will not receive any proceeds from the sale of its shares of common stock in the Secondary Offering.
In addition, as previously announced, the Company intends to purchase from the underwriters in the Secondary Offering 3,500,000 shares of common stock (the “Share Repurchase”), at a price per share equal to the Public Offering Price. No underwriting discount or commissions will be paid to the underwriters with respect to the shares of our common stock we intend to purchase from the underwriters. The Share Repurchase is expected to be funded with cash on hand. The terms and conditions of the Share Repurchase were approved by the Board of Directors of the Company. The Share Repurchase is conditioned upon the completion of the Secondary Offering, as well as the satisfaction of customary closing conditions, and is expected to close concurrently with the completion of the Secondary Offering. The completion of the Secondary Offering is not conditioned upon the completion of the Share Repurchase.
Citigroup, DNB Carnegie, Fearnley Securities and Pareto Securities are acting as joint book-running managers for the Secondary Offering.
A shelf registration statement on Form F-3 relating to the shares of the Company’s common stock subject to this Secondary Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2023 and declared effective on July 11, 2023. The Secondary Offering will be made only by means of a prospectus supplement and the accompanying prospectus to be filed with the SEC that form a part of the registration statement.
Fearnley Securities AS and Pareto Securities AS are not U.S. registered broker-dealers and may not make sales of any shares in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that either Fearnley Securities AS or Pareto Securities AS intends to effect sales of shares in the United States, it will do so only through its respective U.S. registered broker-dealer, Fearnley Securities Inc. or Pareto Securities Inc., or otherwise as permitted by applicable U.S. law. The activities of Fearnley Securities AS and Pareto Securities AS in the United States will be effected only to the extent permitted by Rule 15a-6 under the Securities Exchange Act of 1934, as amended.