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Navigator Gas Announces Pricing of Upsized Secondary Public Offering by Selling Shareholder and Concurrent Repurchase of Shares by Navigator Gas

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Navigator Gas announced the upsize and pricing of a Secondary Public Offering by BW Group , selling 7,000,000 shares at $15.00 per share. The offering is set to close on June 13, 2024. Navigator Gas will not receive proceeds from this sale but will repurchase half of the shares (3,500,000) at $14.52 per share using cash on hand. The repurchase is contingent on the completion of the Secondary Offering. Citigroup and DNB Markets, Inc. are managing the offering. The offering documents were filed with the SEC and prospective investors can access these for detailed information.

Positive
  • Navigator Gas is repurchasing 3,500,000 shares at $14.52 each, showing confidence in its own stock.
  • The repurchase will be funded with cash on hand, indicating good liquidity.
  • The upsize of the offering suggests strong demand for Navigator Gas shares.
  • No underwriter discount or commission on the shares repurchased by the company, reducing overall costs.
Negative
  • Navigator Gas will not receive any proceeds from the secondary offering.
  • Share repurchase is contingent on the completion of the Secondary Offering, introducing execution risk.
  • Potential dilution of shares due to the secondary offering by BW Group

Insights

The announcement of Navigator Gas' Secondary Public Offering, along with the concurrent repurchase of shares by the company, holds significant implications for retail investors. From a financial perspective, the upsize and pricing at $15.00 per share in the Secondary Offering indicates investor confidence in the company's current valuation. However, it's important to note that Navigator Gas will not receive any proceeds from this sale; instead, the funds will go to the Selling Shareholder, BW Group Limited.

Navigator Gas plans to repurchase 3.5 million shares at $14.52 per share. This share repurchase strategy can often signal management's confidence in the company's prospects, as it suggests the shares are undervalued at the current market price. The repurchase, funded with cash on hand, reflects a strong cash position and could positively impact the stock price by reducing the total number of shares outstanding, thus potentially increasing earnings per share (EPS) over time.

Investors should also consider the impact of the repurchase on liquidity. While it may provide a temporary boost to the share price, it could also tie up significant cash that might otherwise be used for growth initiatives, acquisitions, or improving operational efficiencies. The repurchase price being slightly lower than the public offering price suggests an efficient use of capital by the company.

This Secondary Offering and share repurchase can have several market implications. For one, the involvement of institutional underwriters like Citigroup and DNB Markets signals strong institutional interest, which might instill confidence among retail investors. The absence of discounts or commissions paid to underwriters on the repurchased shares is an unusual aspect that should be noted. This indicates a favorable negotiation by Navigator Gas, which can be seen as a cost-saving measure.

Moreover, the share repurchase will decrease the float (the number of shares available for trading), potentially leading to increased stock price volatility. Investors should be prepared for short-term fluctuations as the market absorbs these changes. However, in the long-term, the reduced share count could support higher share prices if the company's growth and profitability remain strong.

Finally, the transaction's timing and coordination suggest a well-thought-out strategy, likely aimed at optimizing shareholder value. It's important for investors to monitor upcoming earnings reports and market conditions to better understand the full impact of these actions on Navigator Gas's stock performance.

LONDON, June 12, 2024 (GLOBE NEWSWIRE) -- Navigator Holdings Ltd. (NYSE: NVGS) (“Navigator Gas,” the “Company,” “we,” or “our”) announced today the upsize and pricing of the previously announced public offering (the “Secondary Offering”) of a total of 7,000,000 shares of the Company’s common stock (the “Offered Shares”) by BW Group Limited, as the selling shareholder of the Company (the “Selling Shareholder”), at a public offering price of $15.00 per share. The Secondary Offering is expected to close on or about June 13, 2024, subject to customary closing conditions.

The Company is not offering any shares of its common stock in the Secondary Offering and will not receive any proceeds from the sale of its shares of common stock in the Secondary Offering.

In addition, as previously announced, the Company intends to purchase from the underwriters in the Secondary Offering half of the Offered Shares (the “Share Repurchase”), representing 3,500,000 shares, at a price per share of $14.52, which is equal to the price per share to be paid by the underwriters to the Selling Shareholder in the Secondary Offering. The underwriters will not receive any discount or commission in respect of the shares of common stock purchased by the Company from the underwriters in the Share Repurchase. The Share Repurchase is expected to be funded with cash on hand. The terms and conditions of the Share Repurchase were approved and recommended to the Board of Directors of the Company (the “Board”) by a Special Committee of the Board and approved by the Board. The Share Repurchase is conditioned upon the completion of the Secondary Offering, as well as the satisfaction of customary closing conditions, and is expected to close concurrently with the completion of the Secondary Offering. The completion of the Secondary Offering is not conditioned upon the completion of the Share Repurchase.

Citigroup and DNB Markets, Inc. are acting as joint book-running managers for the Secondary Offering.

A shelf registration statement on Form F-3 relating to the shares of the Company’s common stock subject to this Secondary Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2023 and declared effective on July 11, 2023. The Secondary Offering will be made only by means of a prospectus supplement and the accompanying prospectus to be filed with the SEC that form a part of the registration statement. Prospective investors should read the preliminary prospectus supplement and accompanying prospectus or other documents that Navigator Gas has filed with the SEC for more complete information about Navigator Gas and the Secondary Offering. When available, copies of the final prospectus supplement and the accompanying prospectus can be accessed for free through the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (Tel: 800-831-9146); or DNB Markets, Inc., 30 Hudson Yards, 81st Floor, New York, New York 10001, Attention: Compliance, compliance.marketsinc@dnb.no.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Navigator Gas

Navigator Gas is the owner and operator of the world’s largest fleet of handysize liquefied gas carriers and a global leader in the seaborne transportation services of petrochemical gases, such as ethylene and ethane, liquefied petroleum gas and ammonia and owns a 50% share, through a joint venture, in an ethylene export marine terminal at Morgan’s Point, Texas on the Houston Ship Channel, USA. Navigator Gas’ fleet consists of 56 semi- or fully-refrigerated liquefied gas carriers, 25 of which are ethylene and ethane capable.

Navigator Gas’ common stock trades on the New York Stock Exchange under the symbol “NVGS”.

Navigator Gas
Attention: Investor Relations investorrelations@navigatorgas.com and
  randy.giveans@navigatorgas.com
Address: 333 Clay St., Suite 2480, Houston, Texas, U.S.A. 77002
Tel: +1 713 373 6197 and +44 (0)20 7340 4850
   

Investor Relations / Media Advisors
Nicolas Bornozis / Paul Lampoutis
Capital Link – New York
Tel: +1-212-661-7566
Email: navigatorgas@capitallink.com

Forward Looking Statements

This press release contains certain “forward-looking” statements (as defined by the SEC), including statements concerning the conduct of the Secondary Offering, the size and terms of the Secondary Offering, the expected timing of the closing of the Secondary Offering, the conduct of the Share Repurchase and the size and terms of the Share Repurchase. All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “scheduled,” or the negative of these terms or other comparable terminology. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to those set forth in the periodic reports Navigator Gas files with the SEC.

All forward-looking statements included in this press release are made only as of the date of this press release. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We expressly disclaim any obligation to update or revise any forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common stock.

Category: Financial


FAQ

What is the total number of shares being offered by BW Group in the secondary offering?

BW Group is offering 7,000,000 shares of Navigator Gas common stock in the secondary offering.

At what price is Navigator Gas repurchasing shares in the secondary offering?

Navigator Gas is repurchasing shares at $14.52 each.

When is the secondary offering by BW Group expected to close?

The secondary offering is expected to close on June 13, 2024.

Will Navigator Gas receive any proceeds from the secondary offering?

No, Navigator Gas will not receive any proceeds from the secondary offering.

Who are the joint book-running managers for Navigator Gas's secondary offering?

Citigroup and DNB Markets, Inc. are acting as joint book-running managers for the secondary offering.

What is the public offering price for the shares in the secondary offering?

The public offering price for the shares is $15.00 per share.

How many shares is Navigator Gas repurchasing from the secondary offering?

Navigator Gas is repurchasing 3,500,000 shares from the secondary offering.

What is the condition for the share repurchase by Navigator Gas?

The share repurchase is conditioned upon the completion of the secondary offering.

NAVIGATOR HOLDINGS LTD.

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