Navios Maritime extends exchange offer, waives minimum condition

By Sarah Lizee

Olympia, Wash., Feb. 19 – Navios Maritime Holdings Inc. extended its exchange offer for the American Depositary Shares representing its 8.75% series G cumulative redeemable perpetual preferred stock and the ADSs representing its 8.625% series H cumulative redeemable perpetual preferred stock, according to a company news release on Tuesday.

The company extended the exchange offer through 5 p.m. ET on March 1 from 11:59 p.m. ET on Feb. 15.

This is the second extension. The offer was originally scheduled to end at 5 p.m. ET on Feb. 1.

As previously reported, Navios is offering cash and/or new 9¾% senior notes due 2024 for the ADSs.

Specifically, Navios is offering $7.25 of cash and/or $8.28 principal amount of new notes in exchange for each series G ADS and $8.19 of cash and/or $8.19 principal amount of new notes in exchange for each series H ADS.

Before it increased the consideration on Feb. 4, the company was offering $4.83 of cash and/or $5.52 principal amount of new notes in exchange for each series G ADS and $4.77 of cash and/or $5.46 principal amount of new notes in exchange for each series H ADS.

The company said on Tuesday that as of 11:59 p.m. ET on Feb. 15, there were 569,735 series G ADSs including guaranteed delivery and 1,002,510 series H ADSs validly tendered for exchange and not validly withdrawn.

In addition, the company accounted that it waived the minimum exchange condition under the offer.

The minimum exchange condition required the receipt of tenders for at least 946,100, or 66 2/3%, of the outstanding series G ADSs and at least 1,907,600, or 66 2/3%, of the outstanding series H ADSs.

As previously reported, no more than 50% of the series G ADSs and series H ADSs tendered and accepted will be exchanged for cash. There is no limit on the proportion of ADSs that can be exchanged for new notes.

In addition, no more than $7.8 million of new notes will be issued for series G ADSs and no more than $7.8 million of new 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.

The company said in the Tuesday release that the terms of the consent solicitation were unchanged.

As previously reported, the company is seeking consent to amend and restate the certificates of designation under which the ADSs were issued in order to eliminate substantially all of the restrictive covenants and the company’s obligation to pay or accrue any unpaid dividends from any past periods or future periods and to amend certain voting rights.

The tender by a holder of ADSs in the exchange offer will constitute the granting of consent to the proposed amendments.

The consent of the holders of at least 66 2/3% of the outstanding preferreds underlying a series of ADSs must be received to amend the certificate of designation of that series.

In addition, the amended certificates of designation must be approved by the holders of the majority of the company’s common stock.

“This exchange offer may be appropriate for a holder seeking liquidity and/or greater certainty that it will receive current cash payments on its security and willing to forego the possibility that previously accrued dividends on the series G ADS and series H ADS may ever be paid or that the company will elect to redeem the preferred shares at their full redemption amount,” the previous release stated.

Bank of New York Mellon is acting as the exchange agent and depository. The information agent is Georgeson LLC (888 566-3252 or Navios@georegeson.com).

Navios Maritime is a Monaco-based seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities.

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