Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE: NM), announced today that it commenced a tender offer to purchase up to $20 million of the outstanding Series G and Series H (as defined below) American Depositary Shares (“ADSs”) for cash.
The Offer
The Company is offering to purchase for cash outstanding Series G ADSs and Series H ADSs as follows:
Per Series G ADS
$15.73 in cash, less any applicable withholding taxes
Per Series H ADS
$15.28 in cash, less any applicable withholding taxes
Under the terms of the Offer, the Company will accept for tender up to $20 million of the (i) 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 ADS of $15.73 in cash, less any applicable withholding taxes, and (ii) 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 ADS of $15.28 in cash, less any applicable withholding taxes, pursuant to the terms and conditions set forth in the Offer to Purchase (as amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”).
The Offer is being made exclusively to existing holders of Series G ADSs and Series H ADSs. If Series G ADSs and Series H ADSs with an aggregate purchase price of less than $20 million are properly tendered and not withdrawn, we will acquire all such Series G ADSs and Series H ADSs from all tendering holders. If Series G ADSs and Series H ADSs with an aggregate purchase price of more than $20 million are properly tendered and not withdrawn, we will acquire such Series G ADSs and Series H ADSs on a pro rata basis from all such tendering holders. Notwithstanding the foregoing, if all of the 534,905 outstanding Series G ADSs are properly tendered and not withdrawn, we will first acquire all of such Series G ADSs and then such number of Series H ADSs, on a pro rata basis, from such tendering holders, until the aggregate purchase of all such Series G ADSs and Series H ADSs is equal to $20 million.
As a result of any required proration, we may not purchase all of the Series G ADSs (unless all of the Series G ADSs are properly tendered and not withdrawn) and/or Series H ADSs that you properly tender. The exact details of the priority of purchase and tender acceptance proration are described in the Offer to Purchase, dated September 14, 2022, which is included as an exhibit to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (“SEC”) on September 14, 2022.
Purpose of the Offer
Navios Holdings is not required to, and since February 2016 has exercised its discretion not to, pay cash dividends to its holders of the Series G ADSs or Series H ADSs. The Offer provides holders of the Series G ADSs and Series H ADSs the opportunity to sell the substantial majority of their Series G ADSs or Series H ADSs for cash, which will provide immediate liquidity.
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 G ADSs and Series H ADSs may ever be paid or that the Company will elect to redeem the Preferred Shares at their full redemption amount.
Conditions to the Offer
The Offer is not conditioned upon the receipt of any financing or on any minimum number of Series G ADSs or Series H 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 12, 2022, unless extended or earlier terminated. The Depository Trust Company and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in this 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.
Source: Hellenic Shipping News
