GRAND CAYMAN, Cayman Islands, May 10, 2024 – Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”), announced today that it commenced a tender offer to purchase any and all outstanding Series G and Series H American Depositary Shares (the “Series G ADSs and the “Series H ADSs”, together the “ADSs”) for cash pursuant to the terms described below (the “Offer”).
The Offer
The Company is offering to purchase the ADSs as follows:
If the Series G ADSs and Series H ADSs are tendered on or before 5:00 p.m. (New York City time) on May 21, 2024 (“Early Tender Date”):
- $5.75 in cash per share, less any applicable withholdings taxes
If the Series G ADSs and Series H ADSs are tendered before midnight (end of day, New York City time) on June 7, 2024 (“Expiration Date”):
- $4.75 in cash per share, less any applicable withholdings taxes
The Series H and Series G Tender Consideration is equal to:
- Early Tender Consideration
A premium of $2.00 (54%), for the Series H and $1.79 (45%) for the Series G over the volume weighted average price for the 90-day period ending May 9, 2024, of $3.75 and $3.96, respectively, and
A premium of $1.25 (28%) for the Series H and $1.50 (35%) for the Series G over the last trading price on May 6, 2024 and May 8, 2024 of $4.50 and $4.25, respectively, on the OTC Pink Market.
- Offer Consideration After the Early Tender Date –
A premium of $1.00 (27%) for the Series H and $0.79 (20%) for the Series G over the volume weighted average price for the 90-day period ending May 9, 2024, of $3.75 and $3.96, respectively, and
A premium of $0.25 (6%) for the Series H and $0.50 (12%) for the Series G over the last trading price on May 6, 2024 and May 8, 2024 of $4.50and $4.25, respectively, on the OTC Pink Market.
Under the terms of the Offer being made exclusively to existing holders of Series G ADSs and Series H ADSs, the Company is offering to acquire any and all of the outstanding Series G ADSs, each representing 1/100th of a Share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, and any and all of the outstanding Series H ADSs, each representing 1/100th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, less any applicable withholdings taxes, pursuant to the terms and conditions set forth in the Offer to Purchase, dated May 10, 2024 (the “Offer to Purchase”). The exact details of the consideration paid and tender acceptance are described in the Offer to Purchase, dated May 10, 2024.
Conditions to the Offer
The Offer is not conditioned upon the receipt of any minimum number of Series G ADSs or Series H ADSs being tendered or any additional financing. However, the completion of the Offer is subject to certain other conditions as set forth in the Offer to Purchase.
Expiration
The Offer with respect to the Early Tender Date will expire at 5:00 p.m., New York City time, on May 21, 2024.
Following the Early Tender Date, the Offer is scheduled to expire at midnight (the end of the day), New York City Time, on June 7, 2024, the Expiration Date.
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.
Copies of the Offer to Purchase may also be obtained from the Information Agent:
Georgeson LLC
Call Toll-Free (866) 920-3054
