Navios Maritime Holdings Inc. (Navios Holdings) previously launched an exchange offer (the Series G ADS Exchange Offer) and consent solicitation (collectively, the Series G ADS Exchange Offer and Consent Solicitation) to exchange cash and/or newly issued 9.75% Senior Notes due 2024 (the Notes) for approximately 66 2/3% of the outstanding American Depositary Shares, representing 1/100th of a share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (the Series G ADSs).
Amended Series G ADS exchange offer
As of 29 March 2019, there were 900 453 Series G ADSs validly tendered for cash and/or Notes. The company seeks up to 946 100 Series G ADSs (representing 66 2/3% of outstanding Series G ADSs).
Under the amended terms of the Series G ADS Exchange Offer, for each Series G ADS tendered, the company is offering
- US$8.00 in cash; and/or
- US$8.78 principal amount of the Notes; plus
- US$1.00 in cash, which shall not be subject to the cash cap described below (the “Additional Series G ADS Cash Consideration”).
- The revised consideration for the Series G ADSs of US$9.00 (US$8.00 + US$1.00) and US$9.78 (US$8.78 + US$1.00) represents a premium of:
- 161% per share in cash and
- 183% per share in Notes to the unaffected share price of the Series G ADSs at the initial launch of the Series G ADS Exchange Offer.
The company is also extending the expiration date relating to the Series G ADS Exchange Offer and Consent Solicitation through 11:59 p.m. New York City time on Friday 12 April 2019 (the Extended Series G ADS Expiration Date).
Other considerations relating to the Series G ADS exchange offer and consent solicitation
Excluding the Additional Series G ADS Cash Consideration, no more than 50% of the Series G ADSs, as a class, tendered will receive cash. Holders of Series G ADSs tendered in excess of this limitation will be deemed to have elected to receive Notes instead on a pro rata basis (the cash cap).
If Series G ADSs are validly tendered and not properly withdrawn in excess of the number of Series G ADSs set forth above that the company is seeking in the Series G ADS Exchange Offer and Consent Solicitation, they will be subject to the tender acceptance proration procedures described in the Prospectus (as defined below). Holders who wish to tender their Series G ADSs must deliver, or cause to be delivered, their Series G ADSs and other required documents to the exchange agent before the Extended Series G ADS Expiration Date.
Fractional interest in the Notes will not be issued for Series G ADSs. Instead, any holder who would otherwise receive a fractional interest in the Notes will have its distribution of Notes rounded down to the nearest US$25.00 denomination and will receive a cash payment equal to the principal amount of the fractional interest. If you have already tendered your Series G ADSs in the Series G ADS Exchange Offer and Consent Solicitation you do not need to take further action to receive the increased consideration.