Navios Maritime Holdings Inc. Announces Preferred Stock Exchange Offer
Offer to Purchase
The Company is offering to exchange, upon the terms and subject to the conditions of the Exchange Offer, newly issued shares of Common Stock to all holders of any and all issued and outstanding shares of the Series G ADSs and Series H ADSs as follows:
For every Series G ADS surrendered, the Company is offering –
- 8.25 shares of Common Stock, with a value of
$14.61(as of March 20, 2017) $2.36premium to the $12.25closing price (as of March 20, 2017)
For every Series H ADS surrendered, the Company is offering –
- 8.11 shares of Common Stock, with a value of
$14.36(as of March 20, 2017) $2.24premium to the $12.12closing price (as of March 20, 2017)
The consideration to be paid for the Series G ADSs and the Series H ADSs represents a premium of approximately 19% to the
The Company intends to acquire all tendered Series G ADSs or Series H ADSs. However, only whole shares of Common Stock will be delivered. You will receive cash in lieu of any fraction of a share of Common Stock.
Purpose of Exchange Offer
An exchange of Series G ADSs or Series H ADSs for shares of Common Stock affords an alternative to such holders by providing an exchanging holder with the growth potential offered by the Common Stock. The Exchange Offer will eliminate the Company’s large and growing financial obligation to the holders of the Series G ADSs or Series H ADSs, which the Company believes impedes growth, access to capital and strategic opportunities that may otherwise be available to it.
Exchange Offer Expiration
The Exchange Offer is scheduled to expire at
Complete Terms and Conditions
The complete terms and conditions of the Exchange Offer are set forth in the offers to exchange and related letters of transmittal that are being sent to holders of the Series G ADSs and Series H ADSs.
Copies of the offer to exchange and letters of transmittal may also be obtained from the Information Agent:
Telephone: (888) 607-9252
Copies of the offer to exchange and letters of transmittal may be found on the Company's website at www.navios.com/exchangeoffer
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE EXISTING SERIES G ADSs OR SERIES H ADSs OR THE UNDERLYING PREFERRED STOCK NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFER. THE COMPANY IS MAKING THE EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE OFFER TO EXCHANGE AND THE LETTERS OF TRANSMITTAL. THE EXCHANGE OFFER IS NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE COMPANY, THE INFORMATION AGENT OR THE EXCHANGE AGENT FOR THE EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and expectations including with respect to the completion of the Exchange Offer. Although
Contacts Investor Relations Contact:
Navios Maritime Partners L.P.+1 (212) 906 8645 Investors@navios-mlp.com Nicolas Bornozis Capital Link, Inc.+1 (212) 661 7566 firstname.lastname@example.org