MONACO, March 21, 2017 (GLOBE NEWSWIRE) -- Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”)
(NYSE:NM) announced today that it commenced an offer to exchange newly issued shares of Common Stock of Navios Holdings (“Common
Stock”), for any and all outstanding American Depositary Shares, each representing 1/100th of a share of either 8.75%
Series G Cumulative Redeemable Perpetual Preferred Stock (the “Series G ADSs”), or 8.625% Series H Cumulative Redeemable Perpetual
Preferred Stock (the “Series H ADSs”).
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)
- $2.36 premium to the $12.25 closing 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)
- $2.24 premium to the $12.12 closing 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 March 20, 2017 closing price of each such Series.
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 11:59 PM New York City time, on April 18, 2017, unless extended or
terminated. 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 Exchange Offer which will be earlier than the expiration date. Holders should contact
their broker or other securities intermediary to determine the cutoff date and time applicable to them.
Complete Terms and Conditions
Georgeson LLC is acting as the Information Agent for the Exchange Offer.
Bank of New York Mellon is acting as the Exchange Agent and Depository for the Exchange Offer.
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:
Georgeson LLC
Telephone: (888) 607-9252
E-mail: Navios@georgeson.com
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.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE:NM) is a global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For more information
about Navios Holdings please visit our website: www.navios.com.
Forward-Looking Statements
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 Navios Holdings believes that the expectations reflected in such
forward-looking statements are reasonable at the time made, 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. 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.
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 naviospartners@capitallink.com
