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Oslo Alternative Bond Market (ABM) “Listing Document” ABM Listing Document Navigator Holdings Ltd. (Issuer) USD 125,000,000 9.0% Senior Unsecured Bonds due 2017 Issue Price: 100.0% Oslo Alternative Bond Market (ABM) “Listing Document” 25 February 2013 This document has been prepared by the Issuer with assistance from the Managers Joint Lead Managers and Bookrunners: Co-Manager: 2/30 CONTENTS 1 DEFINITIONS .......................................................................................................................................... 3 1.1 DEFINITIONS ............................................................................................................................................. 3 1.2 GLOSSARY OF TERMS .................................................................................................................................. 4 2 RESPONSIBILITY STATEMENT ................................................................................................................. 5 3 PRESENTATION OF THE COMPANY AND THE GROUP ............................................................................. 6 3.1 THE COMPANY.......................................................................................................................................... 6 3.2 LEGAL AND OPERATIONAL STRUCTURE OF NAVIGATOR ..................................................................................... 6 3.3 THE GROUP’S HISTORY AND DEVELOPMENT .................................................................................................... 7 3.4 THE GROUP’S BUSINESS .............................................................................................................................. 8 3.5 FLEET OVERVIEW ....................................................................................................................................... 8 3.6 COMPETITIVE STRENGTHS.......................................................................................................................... 12 3.7 INSURANCE ............................................................................................................................................ 12 3.8 FLEET OPERATIONS AND CHARTERING .......................................................................................................... 13 3.9 CONTRACT OVERVIEW .............................................................................................................................. 15 3.10 CERTIFICATES .......................................................................................................................................... 17 3.11 RELATED PARTY AGREEMENTS OF THE GROUP ............................................................................................... 17 3.12 AGREEMENTS WITH NON-RELATED PARTIES................................................................................................... 17 3.13 DISPUTES ............................................................................................................................................... 17 3.14 MANAGEMENT AND BOARD OF DIRECTORS OF THE COMPANY ......................................................................... 17 3.15 SHAREHOLDERS OF THE COMPANY .............................................................................................................. 19 4 THE APMM TRANSACTION ................................................................................................................... 20 4.1 THE APMM VESSELS ............................................................................................................................... 20 4.2 TRANSACTION RATIONALE ......................................................................................................................... 20 4.3 TRANSACTION FINANCING ......................................................................................................................... 21 5 FINANCIAL INFORMATION ................................................................................................................... 24 5.1 HISTORICAL FINANCIAL INFORMATION ......................................................................................................... 24 5.2 INDEBTEDNESS AND FLEET VALUATION ......................................................................................................... 27 5.3 AUDITORS .............................................................................................................................................. 29 Appendix 1: Loan Description Appendix 2: Loan Agreement Appendix 3: Navigator Holdings Ltd. Consolidated Interim Financial Statement Q1-Q3 2012 (Unaudited) Appendix 4: Navigator Holdings Ltd. Consolidated Financial Statement 2011 (Audited) Appendix 5: Navigator Holdings Ltd. Consolidated Financial Statement 2010 (Audited) Appendix 6: Navigator Holdings Ltd. Consolidated Financial Statement 2009 (Audited) 3/30 1 DEFINITIONS 1.1 Definitions APMM ........................................ means A.P. Møller-Mærsk A/S APMM Agreement ...................... means the framework agreement between Navigator Holdings Ltd. and A.P. Møller-Mærsk A/S with addenda setting out the terms and conditions of the APMM Transaction APMM Transaction..................... means the sale and purchase of the APMM Vessels pursuant to the APMM Agreement APMM Vessels ........................... means the 11 LPG vessels acquired or to be acquired by the Company pursuant to the APMM Agreement Application Form ........................ means the form of application for Bonds in the Bond Issue Bank Facility Agreements ........... means the (i) USD 80 million secured term loan facility dated 1 April 2011 entered into between Navigator Gas LLC, Navigator Saturn LLC, Navigator Leo LLC and Navigator Libra LLC as borrowers and Nordea Bank Finland PLC and Skandinaviska Enskilda Banken AB (publ) as lenders, (ii) the USD 180 million secured term loan facility dated 18 April 2012 entered into between Navigator Gas LLC as borrower and initially DVB Bank SE Nordic Branch, Nordea Bank Finland PLC and Skandinaviska Enskilda Banken AB (publ) as lenders, (iii) the USD 270 million secured term loan facility to be entered into based on a commitment letter dated 13 November 2012 with Navigator Gas LLC as borrower and DVB, Nordea and SEB as lenders, (iv) the USD 120 million secured term loan facility to be entered into based on a commitment letter dated 2 November 2012 with four SPV Group Companies (to be established) as borrowers and Credit Agricole and the Export-Import Bank of China as arrangers. Bond Agreement ......................... means the Bond Agreement related to the Bond Issue. Bond Issue ................................... means the issuance of senior unsecured bonds of USD 125,000,000 Bonds .......................................... means the bonds contemplated to be issued under the Bond Issue BSSM .......................................... means Bernhard Schulte Shipmanagement Ltd. Company ..................................... means Navigator Holdings Ltd. Existing Vessels .......................... means the 12 LPG vessels currently owned by relevant Group Companies at the date of this Offering Memorandum Finance Documents ..................... means the Bond Agreement and related documents Group .......................................... means the Company and its subsidiaries Group Company/ies .................... means a company in, and/or the companies constituting, the Group (as the case may be) Managers ..................................... means Fearnley Securities AS, Nordea Bank Norge ASA, Nordea Markets, Pareto Securities AS, Skandinaviska Enskilda Banken AB (publ) 4/30 Newbuild Vessels ........................ means the four newbuild vessels to be constructed NOK ............................................ means Norwegian Kroner, the lawful currency of the Kingdom of Norway Offering Memorandum ............... means this offering memorandum, including all appendices hereto Settlement Date ........................... 18 December 2012. Term Sheet .................................. means the term sheet relevant for the Bond Issue dated 28 November 2012. Trustee ........................................ means Norsk Tillitsmann ASA, trustee under the Bond Agreement. USD, US$, $ ............................... means United States Dollars, the lawful currency of the United States of America Vessels means the APMM Vessels, the Existing Vessels and the Newbuild Vessels VPS ............................................. means VPS ASA W.L. Ross & Co .......................... means funds and/or entities controlled by W.L. Ross & Co. LLC 1.2 Glossary of terms LPG ............................................. Liquefied Petroleum Gas VCM ........................................... Vinyl Chloride Monomer VLGC .......................................... Very Large Gas Carrier LNG ............................................ Liquefied Natural Gas 6/30 3 PRESENTATION OF THE COMPANY AND THE GROUP 3.1 The Company Navigator Holdings Ltd., the issuer of the bonds, was registered as a private limited liability company (company number 29140), incorporated in the Marshall Islands, on 28 March 2008 by the Register of Business Corporations. Navigator Holdings Ltd.’s registered address is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The Company is subject to Marshall Island law. The Company has Representative Offices in London, UK (21 Palmer Street, SW1H 0AD) and New York, USA (399 Park Avenue, 38th Floor), where the
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