Navios Maritime Holdings Inc. Announces Agreement to Acquire Two New Build Capesize Vessels
19 Août 2009 - 10:00PM
PR Newswire (US)
- Secured Long-Term Employment Generating Approximately $17.4
million of EBITDA Annually - Issuance of $47.9 million of
Mandatorily Convertible Preferred Stock PIRAEUS, Greece, Aug. 19
/PRNewswire-FirstCall/ -- Navios Maritime Holdings Inc. ("Navios
Holdings") (NYSE:NM) a global, vertically integrated seaborne
shipping and logistics company, announced today that it has reached
an agreement to acquire two Capesize vessels, currently under
construction at the same South Korean Shipyard, to be delivered in
the second half of 2010. Angeliki Frangou, Chairman and CEO of
Navios Holdings stated, "This transaction results from our efforts
to capitalize on the opportunity caused by the credit crises. The
acquisition price, considering the use of mandatorily convertible
preferred stock, is well below the current charter-free value of
the vessels. As the vessels are secured by 10 year charters with
creditworthy counterparties, we anticipate recovering more than
100% of the nominal acquisition price (150% of the effective
acquisition price) through EBITDA during the term of these
charters. Ms. Frangou continued, "Using mandatorily convertible
preferred stock continues to be a competitive advantage as we are
able to issue equity significantly above the current market price
of our common stock while engaging in transactions that are
accretive to our existing shareholders. To date we have employed
this financing technique to acquire six new building Capesize
vessels and refinance three existing Capesize vessels." New
Capesize Vessels The aggregate nominal purchase price for the two
new vessels will be approximately $141.5 million payable with a
combination of cash, and mandatorily convertible preferred stock.
The effective purchase price for the two vessels, assuming a $10.00
conversion price of the preferred stock, would be $115.6 million
($57.8 million per vessel). The vessels will be employed under
existing long-term charter-out contracts with an average length of
10 years and will generate approximately $17.4 million in annual
EBITDA (assuming operating expense of $5,000 per day and 360
revenue days per year). The details of the two new Capesize vessels
and their related charters are set forth in the below table: Name
Type DWT Delivery Annual Charter-out Charter Profit Date EBITDA
rate per Term Share (millions) day (net) ---- -------- -------
-------- ---------- ----------- ------- -------- NB5 Capesize
180,000 10/2010 $8.7 $29,356 10+1+1 50/50 in years excess of
$38,500 --- -------- ------- -------- ---------- -----------
------- -------- NB6 Capesize 180,000 12/2010 $8.7 $29,356 101+1
50/50 in years excess of $38,500 --- -------- ------- --------
---------- ----------- ------- -------- Financing The material
terms of the financing for the two vessels have been preliminarily
agreed with a major commercial bank and are expected to include (1)
$75.0 million principal amount, (2) 1.75% margin, (3) 10 year term,
(4) 14 year amortization profile, and (5) covenants in line with
Navios Holdings' existing loan agreements. Terms of Mandatorily
Convertible Preferred Stock In general, the holders of the
mandatorily convertible preferred stock will receive an annual
dividend equal to 2%, or $0.96 million, payable quarterly, until
such time as the preferred stock converts into common stock. The
preferred stock will mandatorily convert into common stock as
follows: (1) following the third anniversary of such preferred
stock's issuance, if the common stock closing price is at least
$20.00 per share for 10 consecutive business days, then the
outstanding preferred stock automatically converts at a conversion
price of $14.00 per share of common stock; and (2) 30% of the then
outstanding mandatorily convertible preferred stock will
mandatorily convert into common stock five years from the date of
such issuance and any remaining then outstanding mandatorily
convertible preferred stock will mandatorily convert into common
stock ten years from the date of such issuance, all at a $10.00
price per share of common stock. The holder shall have the right to
convert the outstanding shares of such preferred stock into common
stock prior to the scheduled maturity date at a price of $14.00 per
share of common stock. The number of shares of common stock that
may be issued upon conversion ranges from 3.4 million, if all
preferred shares are converted at $14.00 per share of common stock,
to 4.8 million, if all preferred shares are converted at $10.00 per
share of common stock. Time Charter Coverage Including the two new
Capesize vessels, Navios Holdings has extended the coverage of its
core fleet (excluding vessels acquired through the Kleimar N.V.
transaction) to 99.0% for 2009, 81.4% for 2010, 63.2% for 2011 and
57.7% for 2012. Fleet Profile: Navios Holdings controls a fleet of
59 vessels totaling 6.3 million dwt, of which 32 are owned and 27
are chartered-in under long-term charters. Navios Holdings
currently operates 38 vessels (eight Capesize, 13 Panamax, 16 Ultra
Handymax and one Handysize product tanker vessel) totaling 3.3
million dwt and has 21 newbuildings to be delivered. These vessels
are expected to be delivered at various dates through 2013. The
average age of the operating fleet is 4.8 years. About Navios
Maritime Holdings Inc. Navios Maritime Holdings Inc. 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. Navios Holdings may, from time
to time, be required to offer certain owned Capesize and Panamax
vessels to Navios Maritime Partners L.P. for purchase at fair
market value according to the terms of the Omnibus Agreement. For
more information please visit its website: http://www.navios.com/.
Forward-Looking Statements - Safe Harbor 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 Navios Holdings' growth strategy and measures to
implement such strategy; including expected vessel acquisitions and
entering into further time charters. Words such as "expects,"
"intends," "plans," "believes," "anticipates," "hopes,"
"estimates," and variations of such words and similar expressions
are intended to identify forward-looking statements. Such
statements include comments regarding expected revenues and time
charters. 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
changes in the demand for drybulk vessels, competitive factors in
the market in which Navios Holdings operates; 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. 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. Public & Investor Relations
Contact: Navios Maritime Holdings Inc. Investor Relations
+1.212.279.8820 DATASOURCE: Navios Maritime Holdings Inc. CONTACT:
Navios Maritime Holdings Inc., Investor Relations, +1-212-279-8820,
Web Site: http://www.navios.com/
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