Navios Maritime Holdings Inc., announced that it is extending the expiration date of its tender offer (the “Offer”) to purchase an aggregate of approximately $20 million of the outstanding Series H and Series G (as defined below) American Depositary Shares (“ADSs”) for cash, until midnight (the end of the day), New York City time, on October 21, 2022.
The terms of the Offer remain the same. The Company is offering to purchase, for cash, Series H ADSs for $15.28 and Series G ADSs for $15.73, in each case less any applicable withholding taxes.
The consideration offered is equal to:
• a $0.24 premium to the volume weighted average price (“VWAP”) for the Series H ADSs and a $0.03 discount to the VWAP for the Series G ADSs for the initial period of the Offer ending on October 12, 2022;
• a 10% premium to the last trading price of each of the Series H ADSs and the Series G ADSs as of September 13, 2022 (the day before the offer commenced); and
• 111.6% of the 30-day VWAP for the Series H ADSs as consolidated and reported by Bloomberg, and 113% of the 30-day VWAP of the Series G ADSs, in each case for the thirty consecutive calendar days immediately preceding the date on which the Offer was commenced.
The Offer is being made exclusively to existing holders of 1,768,102 Series H ADSs and 534,905 Series G ADSs, offering them immediate liquidity in a relatively illiquid market. We anticipate that upon the conclusion of this Offer that the liquidity of the Series H ADSs and Series G ADSs likely will be further reduced given the fewer number of Series H ADSs and Series G ADSs outstanding. As further discussed below, approximately 31.5% of the outstanding Series H ADSs and 7.1% of the outstanding Series G ADSs have been tendered into the Offer.
• We do not intend to increase the purchase price of this Offer or commence another tender offer in the near term. While the Preferred Shares (as defined below) underlying the Series G ADSs and Series H ADSs are entitled to dividends in certain circumstances, since February 2016, payment of quarterly dividends has been suspended, and we currently have no plans to pay dividends on the Preferred Shares.
• Under the terms of each of the Series H ADSs and Series G ADSs, dividend payments are not compounded, although the right to unpaid dividends is cumulative. That means that the unpaid dividends that accrue as an arrearage do not earn any economic return so long as these dividends remain unpaid. We believe that a rising interest rate environment has a negative impact on any potential recovery for such dividend arrearage, where such a recovery may be years away, if at all.
This 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 H ADSs and Series G ADSs may ever be paid or that the Company will elect to redeem the Preferred Shares at their full redemption amount.
The Company will accept for tender up to $20 million consisting of (i) up to 300,000 of the outstanding American Depositary Shares (“Series G ADSs”), each representing 1/100th of a Share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (the “Series G Preferred”), at a purchase price per Series G ADSs of $15.73 in cash, less any applicable withholding taxes, and (ii) up to 1,000,000 outstanding American Depositary Shares (“Series H ADSs”), each representing 1/100th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (the “Series H Preferred” and, together with the Series G Preferred, the “Preferred Shares”), at a purchase price per Series H ADSs of $15.28 in cash, less any applicable withholding taxes, pursuant to the terms and conditions set forth in the Offer to Purchase, dated September 14, 2022, and the Amended and Restated Offer to Purchase, dated as of September 29, 2022 (as further amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”).
Citibank, N.A., the tender offer agent for the Offer, has advised the Company that, as of 6:00 p.m., New York City time, on October 12, 2022, approximately 556,690 Series H ADSs and 37,810 Series G ADSs, have been validly tendered pursuant to the Offer and not properly withdrawn, representing approximately 31.5% of the outstanding Series H ADSs and 7.1% of the outstanding Series G ADSs.
Conditions to the Offer
The Offer is not conditioned upon the receipt of any financing or on any minimum number of Series H ADSs or Series G ADSs being tendered. However, the completion of the Offer is subject to certain other conditions as set forth in the Offer to Purchase.
Expiration
The Offer will expire at midnight (the end of the day), New York City Time, on October 21, 2022, unless extended. The Depository Trust Company and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in the Offer to Purchase, which will be earlier than the expiration date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you, in order to timely tender your ADSs and participate in this Offer.
Complete Terms and Conditions
Georgeson LLC is acting as the Information Agent for the Offer. Citibank, N.A. is acting as the Tender Agent for the Offer. The complete terms and conditions of the Offer are set forth in the Offer to Purchase.
