Navios Maritime Holdings Inc., a global seaborne shipping and logistics company, today announced the following events:
Senior Secured Term Loan Facility
Navios Holdings entered into a Senior Secured Term Loan facility with an entity (“Lender”) affiliated with its Chairman and Chief Executive Officer, providing for a loan of $115.0 million (the “Loan”) to –
advance $75.3 million for redeeming certain of Navios Holdings’ 11.25% Senior Secured Notes (“Secured Notes”) and for general corporate purposes (“Tranche B”); and
refinance $39.7 million of existing indebtedness of Navios Holdings owed to the Lender (“Tranche A”).
Tranche B of the Loan will mature on February 28, 2023. Tranche A of the Loan will mature on November 30, 2024. Both tranches include scheduled amortization payments and bear interest at a rate of 10.5% per annum, payable quarterly. The Borrower may elect to defer one scheduled amortization payment by 90 days and interest payments, in which case the applicable interest rate will be 12.0% per annum, compounded quarterly.
The Loan will be secured by:
- First priority mortgage and related collateral (Assignment of Earnings and Insurances etc.) on the vessel “Rainbow N”.
- First priority pledge on the Securities Account holding $33.7 million in aggregate principal amount of Navios Holdings’ 7.375% First Priority Ship Mortgage Notes due 01/15/2022 (“NM Ship Mortgage Notes”) and 40,587 common units of Navios Maritime Partners L.P. (NYSE: NMM).
- Second priority share pledge on the Navios South American Logistics Inc. (“Navios Logistics”) shares owned by the Borrower.
- Second priority share pledge in two companies that have entered into sale and leaseback agreements.
- Second priority share pledge in five companies that hold the rights to certain bareboat contracts.
- Second priority share pledge on 4,865,147 shares of Navios Maritime Acquisition Corp. (NYSE: NNA) common stock.
- Second priority partnership interest pledge on 2,522,306 NMM common units.
- Second priority pledge on the securities account holding $118.1 million in aggregate principal amount of NM Ship Mortgage Notes.
- Second priority limited liability interest pledge on Navios GP L.L.C.
- Unsecured corporate guarantee from all of the Borrower’s subsidiaries (not including Navios Logistics and its subsidiaries).
Navios Holdings’ Board of Directors formed a Special Committee of independent and disinterested directors to evaluate the Loan. The Special Committee, with the assistance of its independent financial and legal advisors, exclusively negotiated the terms of the Loan.
Eighth Supplemental Indenture
The previously disclosed Eighth Supplemental Indenture was entered into by Navios Holdings on June 29, 2021. Among other things, the Eighth Supplemental Indenture:
- following the redemption of $100.0 million in principal amount of the Secured Notes, eliminates Navios Holdings obligation to make a springing maturity offer for the Secured Notes in September of 2021;
- provides that future dividends paid in respect of the equity of Navios Logistics pledged as collateral for the Secured Notes may be used only to redeem or repurchase the Secured Notes;
- permits the Lender to take a second lien on the pledged share collateral (which pledged share collateral secures the Secured Notes on a first lien basis); and
- states that the Company may cancel amounts owed to Navios Logistics under that certain loan agreement dated as of April 25, 2019 (as amended).
Source: Navios Maritime Holdings