Navios Maritime Holdings Inc. Announces $550 Million of Debt Financing
14 Dezembro 2021 - 10:52AM
Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM), a
global seaborne shipping and logistics company, today announced
that it entered into agreements providing Navios Holdings with a
total of $550 million of debt financing.
The proceeds of this financing together with
available cash will be used to repay at maturity all of Navios
Holdings’ outstanding 7.375% First Priority Ship Mortgage Notes
(“Ship Mortgage Notes”) due January 15, 2022 and redeem $50.0
million of Navios Holdings’ outstanding 11.25% Senior Secured Notes
(the “Senior Secured Notes”) due on August 15, 2022 (after which
$105.0 million will remain outstanding).
Details are as follows:
1) $287.0 Million – Commercial bank
facilities and sale-leaseback agreementsNavios Holdings
entered into two commercial bank facilities and four sale leaseback
agreements in an aggregate principal amount of $287.0 million.
These facilities and agreements are expected to close by the first
half of January 2022, substantially simultaneously with the
repayment of the Ship Mortgage Notes. They reflect the following
terms:
- Credit facility
1: (i) two-year term, (ii) 5.8-year amortization profile, and (iii)
annual interest of LIBOR plus a margin ranging between 3.25% - 4.5%
based on certain conditions.
- Credit facility
2: (i) three-year term, (ii) 4.9-year amortization profile, and
(iii) annual interest of LIBOR plus a margin ranging between 2.85%
- 3.75% based on certain conditions.
- Sale and
leaseback agreements: (i) seven-year term on average, (ii) 9.4-year
amortization profile, and (iii) effective interest rate of
approximately 5.3%.
The credit facilities and sale and leaseback
agreements will be secured by 18 drybulk vessels (17 of which are
now collateral for the Ship Mortgage Notes) plus an additional
collateral of seven drybulk vessels that are subject to bareboat
charters and sale and leaseback agreements.
2) $262.6 Million – PIK loan
facilitiesNavios Holdings entered into two PIK loan
facilities with an entity affiliated with its Chairwoman and Chief
Executive Officer (“Lender”). These facilities provide Navios
Holdings with loans in an aggregate principal amount of $262.6
million (the “Loans”).
These Loans provide for-
- advances of
$150.0 million of additional liquidity
- the release by
the Lender of approximately $300.0 million of collateral (including
approximately $158.9 million of Ship Mortgage Notes), allowing
Navios Holdings to grant additional collateral as security for the
commercial credit facilities and sale and leaseback agreements
- an initial
18-month period during which there will be no cash interest or
amortization; interest payments during this initial period will be
made in the form of a junior debt instrument (“Unsecured
Convertible Debentures”) as described below.
Material Loan FeaturesThe
material terms of the Loans are:
- Annual interest rate:
- PIK - in the form of Unsecured
Convertible Debentures - 18% until the Senior Secured Notes are
repaid in full; 16.5% thereafter
- Or cash – 13.5% after the initial
18-month period;
- Amortization: $10.0 million
quarterly, commencing Q3 of 2023;
- Term: four years; 18-month
non-call;
- Fee: $24.0 million upfront to the
Lender (“Fee”) paid in the form of Unsecured Convertible
Debentures;
- Collateral:
- First lien collateral coverage of ~
20%
- First priority partnership interest
pledge on 2,112,708 Navios Maritime Partners LP (“NMM”) common
units;
- Second lien collateral
- 12,765 shares of Navios South
American Logistics Inc.
- 1,070,491 NMM common units
- Membership interests of Navios GP
L.L.C.
Unsecured Convertible
Debentures:The Fee and all PIK interest on the Loans will
be paid in the form of unsecured convertible debentures. The
unsecured convertible debentures (1) have a five-year term, (2)
carry PIK interest, at an annual rate of 4% and (3) are
convertible, in whole or in part, at any time at the election of
the Lender into shares of common stock of the Company at the
conversion price formula fixed on December 13, 2021. The holder of
the Unsecured Convertible Debentures will be entitled to vote on an
“as converted” basis along with the holders of common stock of the
Company.
Further InformationReports on Form 6-K will be
filed with the Securities and Exchange Commission, providing
further details on the transactions.
Special CommitteeNavios
Holdings’ Board of Directors formed a Special Committee of
independent and disinterested directors to evaluate and negotiate
with the Lender the terms of the Loans with the assistance of its
independent financial and legal advisors. The Loans from the Lender
were unanimously approved by the Special Committee.
AdvisorsLatham & Watkins
LLP acted as legal advisor and Pareto Securities AS acted as
financial advisor to the Special Committee of Navios Holdings.
Thompson Hine LLP acted as legal advisor to Navios Holdings. Fried,
Frank, Harris, Shriver & Jacobson LLP and the Ince Group Plc
acted as legal advisors and S. Goldman Advisors LLC acted as
financial advisor to the Lender.
About Navios HoldingsNavios
Maritime Holdings Inc. (NYSE: NM) is a global seaborne shipping and
logistics company focused on the transport and transshipment of dry
bulk commodities including iron ore, coal and grain. For more
information about Navios Holdings, please visit our
website: www.navios.com.
Forward Looking Statements – Safe
HarborThis 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, including our ability
to refinance our near-term debt maturities. Words such as “may,”
“expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,”
“estimates,” and variations of such words and similar expressions
are intended to identify forward-looking statements. These
forward-looking statements are based on the information available
to, and the expectations and assumptions deemed reasonable by
Navios Holdings at the time these statements were made. Although
Navios Holdings believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct. These
statements involve known and unknown risks and are based upon a
number of assumptions and estimates, which are inherently subject
to significant uncertainties and contingencies, many of which are
beyond the control of Navios Holdings. Actual results may differ
materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ
materially include, but are not limited to risks relating to:
global and regional economic and political conditions including the
impact of the COVID-19 pandemic and efforts throughout the world to
contain its spread, including effects on global economic activity;
demand for seaborne transportation of the products we ship; the
ability and willingness of charterers to fulfill their obligations
to us; prevailing charter rates; shipyards performing scrubber
installations, drydocking and repairs; changing vessel crews and
availability of financing; potential disruption of shipping routes
due to accidents, diseases, pandemics, political events, piracy or
acts by terrorists, including the impact of the COVID-19 pandemic
and the ongoing efforts throughout the world to contain it;
uncertainty relating to global trade, including prices of seaborne
commodities and continuing issues related to seaborne volume and
ton miles; our continued ability to enter into long-term time
charters; our ability to maximize the use of our vessels; expected
demand in the dry cargo shipping sector in general and the demand
for our Panamax, Capesize, Ultra Handymax and Handysize vessels in
particular; the aging of our fleet and resultant increases in
operations costs; the loss of any customer or charter or vessel;
the financial condition of our customers; changes in the
availability and costs of funding due to conditions in the bank
market, capital markets and other factors; increases in costs and
expenses, including but not limited to: crew wages, insurance,
provisions, port expenses, lube oil, bunkers, repairs, maintenance,
and general and administrative expenses; the expected cost of, and
our ability to comply with, governmental regulations and maritime
self-regulatory organization standards, as well as standard
regulations imposed by our charterers applicable to our business,
general domestic and international political conditions;
competitive factors in the market in which Navios Holdings
operates; the value of our publicly traded subsidiaries; risks
associated with operations outside the United States; and other
factors listed from time to time in Navios Holdings' filings with
the Securities and Exchange Commission, including its Forms 20-F
and Forms 6-K. Navios Holdings expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in Navios Holdings' expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is
based. Navios Holdings makes no prediction or statement about the
performance of its common stock or debt securities.
Contact:
Navios Maritime Holdings
Inc.+1.345.232.3067+1.212.906.8643investors@navios.com
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