Navios Maritime ups exchange price for 8.75%, 8.625% preferreds, again extends offer

By Susanna Moon

Chicago, March 4 – Navios Maritime Holdings Inc. again 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.

As previously reported, Navios is offering cash and/or new 9¾% senior notes due 2024 for up to 66 2/3% of both classes of outstanding ADSs.

The exchange offer will now continue until 11:59 p.m. ET on March 15, extended from 5 p.m. ET on March 1 and before that from 11:59 p.m. ET on Feb. 15. The offer was originally scheduled to end at 5 p.m. ET on Feb. 1.

Navios also raised the exchange amount by $0.50 per series G ADS and series H ADS and is no longer soliciting consents from holders of the series H ADSs, according to a company update on Monday.

As of March 1, holders had tendered 705,391 series G ADSs and 1,062,573 series H ADSs for exchange.

For the series G ADS, the company is now offering $7.75 in cash and/or $8.78 principal amount of the notes.

For the series H ADSs, the company is offering $7.66 in cash and/or $8.69 principal amount of the notes.

The revised amounts represent a premium of 125% per share in cash and 155% per share in notes to the unaffected share price at the beginning of the exchange offer, the company said on Monday.

Navios was previously offering $7.25 of cash and/or $8.28 principal amount of new notes in exchange for each series G ADS and $7.16 of cash and/or $8.19 principal amount of new notes in exchange for each series H ADS.

Before that, 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.

As of 11:59 p.m. ET on Feb. 15, holders had tendered for exchange 569,735 series G ADSs, including under guaranteed delivery, and 1,002,510 series H ADSs.

In addition, the company announced 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 amount 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.

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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.