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Funding on Call – Navios Acquisition Taps DVB
Earlier this month, Navios struck again. Utilizing its financial prowess, the Navios team again accessed the bank market for the funding of two newbuilding LR1 product tankers, under construction at Sungdong Shipbuilding, with delivery in Q4 2012 and Q1 2013. The new term facility for up to $51 million, to be drawn in two advances, was provided by DVB Bank to Navios Maritime Acquisition Corporation.
Navios Family Investor Day
Four companies represented in 83 slides were on view to a packed room of over 100 investors all interested in hearing the Navios’ story from the management team, which shared the duties. Not only has management got their presentation down to a science, they keep getting better. Clearly, it worked well with the entire presentation completed in just over an hour and with few questions asked at the end.
A comment by Ted Petrone summed up the day for us. “We can’t control the market, but we can control costs and manage risks.” Nor, unfortunately, can they control the share price, much to their dismay, but that should hopefully take care of itself based upon management’s efforts and a hoped for market turn.
Navios’ Swap to Deconsolidate
In its 4th quarter earnings announcement, Navios Maritime Holdings disclosed its solution to the reporting issue involving the consolidation of Navios Acquisition Corporation’s results into its financial results due to its 53.7% ownership position. In order to get below the reporting threshold, the company has agreed to exchange approximately 7.7 million shares of Navios Acquisition stock for non-voting preferred shares. These shares will be convertible into shares of common stock of Navios Acquisition, after the second anniversary of the issuance to the extent the company will not own more than a 45% voting interest after any such conversion. We remain curious about the terms and, in particular, whether the shares will pay a dividend. The change is expected to be effective before the end of Q1 2011.
Another Way to Make a Buck – Profiting from a Buyback
Navios Maritime Holdings continues to find new ways to make profits. In its latest iteration, the company agreed to purchase $131.3 million of its 2% mandatorily convertible preferred stock issued in connection with the acquisition of certain capsize vessels. The company has agreed to pay $49.2 million in cash for the $131.2 million of preferred stock, representing a 62.5% discount to the face amount. Or, from the equity perspective, the company purchased its equity back at effectively $3.75/share, a discount of approximately 27% to the then market price. Not only was a discount obtained, Navios also avoided the payment of the dividend of $2.6 million that was due, as well as, obviated the possibility of issuing an additional 13.132 million shares at maturity. Navios was able to achieve these favorable terms as a consequence of the seller’s liquidity needs. Not a bad trade at all.
As Predicted, Warrant Program a Success
Today, Navios Maritime Acquisition Corporation announced the successful completion of its warrant program. Of the total public warrants, 76.13% were exercised, exceeding the minimum threshold of 75%, thereby allowing the exercise of the private warrants. The final tally showed 19,262,006 public warrants were exercised of which 19,246,056 were exercised on a cashless basis and 15,950 were exercised by payment of the $5.65 cash exercise price.
As a result of the successful conclusion of the program, Navios Maritime Holdings (“Navios”) and Angeliki Frangou will exercise 13,835,000 of the privately issue warrants for cash. The remaining 90,000 private warrants will also be exercised of which 75,000 will be done on a cashless basis.
Cool Reception – Navios Extends Offer
With only 38% of the outstanding public warrants tendered (2% for cash) as of the close of business Monday, Navios Maritime Acquisition Corporation announced a five day extension of the program and amended its terms to waive the condition that at least 15% of the outstanding warrants be exercised for cash. The requirement that at least 75% of the 25.3 million outstanding public warrants be exercised remains in place.
This threshold is also condition to the exercise of the warrants held by Navios Maritime Holdings (“Navios”) and Ms. Angeliki Frangou, who agreed to exercise on a cash basis a combined 13.84 million warrants with an aggregate cash exercise price of approximately $78.2 million. These proceeds together with those from the exercise of the public warrants on a cash basis were to be used to fund the acquisition of the seven VLCCs. In the event there is a cash shortfall as a result of the waiver of the 15% cash exercise condition, the parent company has agreed to provide additional financing to Navios Acquisition in the form of short-term debt priced at Navios’ average unsecured borrowing rate.
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When a Good Reputation is an Impediment
The SPAC is an ideal tool for an acquisition. Investors express confidence in management granting a “hunting license” for a business within one or more industries in the form of IPO cash proceeds. Once the target is identified, the investors vote on whether to approve the combination, with a majority of shareholders required to approve the transaction and not more than 39% voting to cash out. Until the vote, the proceeds from the IPO are invested in U.S. Treasuries. In return for his money, the investor get a share of common equity and upside in the form of a warrant.
No one understands this structure better than Navios Maritime Holdings, which was acquired in 2005 by Ms. Angeliki Frangou through a SPAC. Navios Maritime Acquisition (“NNA”), a SPAC formed in June 2008, was an encore performance. In this instance, the company had two years to find an acquisition within the marine or marine logistics industries. The company was deliberate in their review of opportunities, given the uncertainty in the market and price discovery that was ongoing Ultimately, the company secured a distressed deal within the tanker sector whereby the Company committed to invest $457.7 million for eleven product tankers and two chemical tankers. The Company and Ms. Frangou evidenced their strong belief in and commitment to the deal by agreeing to buy, respectively, $45 million and $15 million of shares.
Paying the Bill
Ms. Angeliki Frangou and her team will search everywhere for funding, leaving no opportunity unturned. And certainly no one is more creative. To pay for Navios Maritime Acquisition Corporation’s recent purchase of VLCCs, the company announced, last week, that it would give the holders of the 25.3 million outstanding warrants issued in the initial public offering (“Public Warrants”) a limited opportunity to acquire shares at a reduced price. The offer is coupled with a consent solicitation accelerating Navios Maritime Holdings ability to exercise certain warrants on identical terms.
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Navios Navy Adds Battleships
Irrepressible, the navy known as Navios last week acquired through its tanker subsidiary, Navios Maritime Acquisition (“Acquisition”), a fleet of seven VLCCs from Fred Cheng’s Shinyo International Group Limited. The aggregate purchase price was $587 million and the acquisition was done as a securities purchase agreement primarily to allow for the assumption of debt. The transaction will be financed with bank debt of $453 million, representing approximately 78% of the purchase price, with cash of $123 million (21%) and through the issuance of $11 million of Acquisition’s shares to the seller. In effect, third parties are funding approximately 80% of the purchase price, a remarkable achievement these days.
The seven vessels to be acquired include six on the water and one newbuilding to be delivered in a year’s time. The fleet has an average age of 8.6 years and a remaining charter term of 8.8 years with an average charter rate of $40,440 net per day. Most importantly, the newbuilding and the recently delivered vessel, the most expensive, are chartered for 15 years. There is also upside with five of the seven charters including profit sharing.
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Markets In Disarray
The equity markets can best be described as volatile, although that characterization may be kind, as they seem to be heading in one direction only. Two companies, Ridgebury Tankers and Navios Maritime Acquisition have braved the onslaught but we suspect would have preferred a better choice of timing. Unlike the preceding IPO offerings, Crude Carriers and Scorpio Tankers, that took place earlier this year, Ridgebury is not the master of its fate. Specifically, its vessels are on option from a third party seller, Teekay, as opposed to an affiliated party, which implies certain time limitations. Despite the switchover from the Gemini to Heidmar pool, they remain on the road for a second week. As a firm believer in no news is good news, we remain hopeful that Bob Burke and his team along with Jefferies will be successful.
Clearly, Ms. Angeliki Frangou leads a charmed life or is an extraordinary negotiator. Despite the uncertain markets and a preliminary vote that was largely against the acquisition of a tanker fleet of 11 product carriers and 2 chemical tankers, shareholders of Navios Maritime Acquisition approved the transaction on Tuesday thereby avoiding the necessity of Navios Maritime Holdings becoming the owner/operator of the tonnage. According to Chris Wetherbee of FBR Capital Markets, the company was able to secure a 60% plus one majority vote from shareholders, but expects Navios’ ownership stake will likely be higher than its 33% target, as it likely purchased shares from dissidents. With three public companies under her purview, Ms. Frangou is approaching Peter G’s record of four. We are in awe of the capacity of these two industry leaders to manage successfully these distinct companies in different sectors with distinctly different shareholders.
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