Navios Maritime Holdings Inc. Announces $550 Million of Debt Financing

Grand Cayman, Cayman Islands - December 14, 2021

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 agreements

Navios 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 facilities

Navios 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 Features

The 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 Information
Reports on Form 6-K will be filed with the Securities and Exchange Commission, providing further details on the transactions.

Special Committee
Navios 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.

Advisors
Latham & 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 Holdings
Navios 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.

Navios Maritime Holdings Inc. press release