Navios Maritime ups exchange value in offer to swap out preferreds

By Susanna Moon

Chicago, Oct. 18 – Navios Maritime Holdings Inc. raised the amount it is offering in exchange for two series of its redeemable perpetual preferred stock.

As announced Sept. 19, the company is holding an exchange offer and a consent solicitation for the American Depositary Shares representing its 8¾% series G cumulative redeemable perpetual preferred stock and the ADSs representing its 8 5/8% series H cumulative redeemable perpetual preferred stock.

Investors had tendered for exchange 1,658,678 series H ADSs and 371,704 series G ADSs as of 11:59 p.m. ET on Oct. 17, according to a company update.

The company is now offering $7.18 of cash or 6.29 shares of common stock in exchange for each series G ADS and $7.06 of cash or 6.19 shares of common stock in exchange for each series H ADS.

The exchange value includes a premium of 38% to the closing price of the series G ADS on Oct. 17, and a premium of 36.2% to the closing price of the series H ADS on Oct. 17, the release noted.

The exchange offer will now continue until 11:59 p.m. ET on Oct. 31, extended from 11:59 p.m. ET on Oct. 17.

The original offer was for $5.85 of cash or 4.77 common shares in exchange for each series G ADS and $5.75 of cash or 4.69 common shares in exchange for each series H ADS.

No more than 50% of the series G ADSs and series H ADSs tendered will be exchanged for cash. Any series G ADSs or series H ADSs tendered in excess of this limitation will be allocated common stock instead.

For each series, the amount of cash on offer is equal to 110% of the volume-weighted average price of that series for the 20 consecutive trading days immediately preceding Sept. 19, and the value of the number of common shares is equal to 105% of that 20-day volume-weighted average price.

The company is seeking consent to amend the certificates of designation for the ADSs to eliminate substantially all of the voting rights and restrictive covenants.

Holders who tender their shares in the exchange will be giving their consents to the proposed amendments.

The consent of the holders of at least two-thirds 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 a majority of the company’s common stock.

The company said the exchange would eliminate its “large and growing financial obligation” to the holders, which it believes “impedes growth, access to capital and strategic opportunities that may otherwise be available to it.”

The exchange offer is conditioned on at least two-thirds of the series G ADSs and/or two-thirds of the series H ADSs having been tendered.

Bank of New York Mellon is the exchange agent and depository. The information agent is Georgeson LLC (888 607-9252 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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