NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars— except share data)
2025 Notes
On July 8, 2020, Navios Logistics and its wholly owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together with Navios Logistics, the “Co-Issuers”) issued $500,000 in aggregate principal amount of senior secured notes due 2025 (“the 2025 Notes”), at a fixed rate per annum of 10.75%.
The 2025 Co-Issuers have the option to redeem the 2025 Notes in whole or in part, at any time on or after August 1, 2023, at a fixed price of 102.688%, and at par on or after August 1, 2024 plus in each case accrued and unpaid interest, if any. The Co-Issuers may also redeem all, but not less than all, of the 2025 Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, upon certain changes in law that would trigger the payment of withholding taxes. Furthermore, upon the occurrence of certain change of control events, the Co-Issuers may be required to offer to purchase 2025 Notes from holders at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any.
The 2025 Notes are senior secured obligations of the Co-Issuers. The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, by all of the Company’s direct and indirect subsidiaries, other than Logistics Finance (which is a co-issuer). In December 2023, Makenita H, Elena H, Sarah H and the $3,732 of cash collateral held in escrow account were released from the 2025 Notes and were replaced by the (1) Estefania H, (2) Valentina H and (3) Enrico H owned by certain subsidiary guarantors (such guarantors, the “Mortgaged Vessel Guarantors”). The 2025 Notes are currently secured by (i) the three vessels mentioned above and related assignments of earnings and insurance, together with a first priority lien on the capital stock of each Mortgaged Vessel Guarantor; and (ii) an assignment by way of security of the Vale port contract (collectively, the “Collateral”).
The indenture governing the 2025 Notes contains restrictive covenants that limit, among other things, the ability of the Co-Issuers and their restricted subsidiaries to incur additional indebtedness, pay dividends and make distributions on common and preferred stock, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of their assets, and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. The indenture governing the 2025 Notes also contains customary events of default.
During the three-month period ended March 31, 2024, the Company repurchased $6,500 of its 2025 Notes, for cash consideration of $6,571, resulting in $89 of deferred financing costs written-off.
As of March 31, 2024 and December 31, 2023, deferred finance costs associated with the 2025 Notes amounted to $6,397 and $7,629, respectively. Finance costs associated with the 2025 Notes amounted to $13,445 and $13,438 for the three-month periods ended March 31, 2024 and 2023, respectively, and is included in the unaudited condensed consolidated statement of profit under the caption “Finance costs”.
In April 2024, the Company repurchased $15,000 of its 2025 Notes, for total cash of $15,334 including accrued and unpaid interest to, but excluding, the repayment dates.
Following the above repurchase, $478,500 in aggregate principal amount of the 2025 Notes are currently outstanding, which mature in July 2025.
Other Indebtedness
During the three-month period ended March 31, 2024, the Company paid $9,283 in scheduled repayment installments under its secured credit facilities. During the three-month period ended March 31, 2023, the Company paid $4,189 in scheduled repayment installments under its secured credit facilities. There were no proceeds from interest-bearing loans and borrowings for the three-month period ended March 31, 2024 and 2023.
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