Navios Maritime Holdings Inc. Announces Increase in Consideration and Extension of Time under the Series G ADS Exchange Offer and Consent Solicitation

Navios Maritime Holdings Inc. 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 March 29, 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:

• $8.00 in cash; and/or
• $8.78 principal amount of the Notes; plus
• $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 $9.00 ($8.00 + $1.00) and $9.78 ($8.78 + $1.00) represents a premium of (1) 161% per share in cash and (2) 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 pmNew York City time on Friday, April 12, 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If Series G ADSs are validly tendered and not properly withdrawn in excess of the number of Series G ADSs set forth above that the Company is seeking in the Series G ADS Exchange Offer and Consent Solicitation, they will be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 $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.

Complete Terms and Conditions

Georgeson LLC is acting as the Information Agent for the Series G ADS Exchange Offer and Consent Solicitation.

The Bank of New York Mellon is acting as the Exchange Agent and Depositary for the Series G ADS Exchange Offer and Consent Solicitation.
Source: Navios Maritime Holdings Inc.