NVGS 20-F

Navigator Holdings Ltd. (NVGS)

20-F 2025-03-25 For: 2024-12-31

View Original

Added on April 08, 2026


PART I		1
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
A.	Selected Financial Data	1
B.	Capitalization and Indebtedness	1
C.	Reasons for the Offer and Use of Proceeds	1
D.	Risk Factors	1
Item 4.	Information on the Company	28
A.	History and Development of the Company	28
B.	Business Overview	29
C.	Organizational Structure	52
D.	Property, Plant and Equipment	53
Item 4A.	Unresolved Staff Comments	53
Item 5.	Operating and Financial Review and Prospects	53
A.	Operating Results	53
B.	Liquidity and Capital Resources	63
C.	Research and Development Patents and Licenses etc.	71
D.	Trend Information	71
E.	Critical Accounting Estimates	72
Item 6.	Directors, Senior Management and Employees	73
A.	Directors and Senior Management	73
B.	Compensation	75
C.	Board Practices	79
D.	Employees	80
E.	Share Ownership	80
F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	80
Item 7.	Major Shareholders and Related Party Transactions	80
A.	Major Shareholders	80
B.	Related Party Transactions	81
C.	Interests of Experts and Counsel	82
Item 8.	Financial Information	82
A.	Consolidated Statements and Other Financial Information	82
B.	Significant Changes	82
Item 9.	The Offer and Listing	82
A.	Offer and Listing Details	82
B.	Plan of distribution	83
C.	Markets	83
D.	Selling Shareholders	83
E.	Dilution	83
F.	Expense of the Issue	83
Item 10.	Additional Information	83
A.	Share Capital	83
B.	Memorandum and Articles of Association	83
C.	Material Contracts	83
D.	Exchange Controls	85
E.	Taxation	85
F.	Dividends and Paying Agents	89


G.	Statements by Experts	89
H.	Documents on Display	89
I.	Subsidiary Information	90
J.	Annual Report to Security Holders	90
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	90
Item 12.	Description of Securities Other than Equity Securities	90
PART II		91
Item 13.	Defaults, Dividend Arrearages and Delinquencies	91
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	91
Item 15.	Controls and Procedures	91
Item 16A.	Audit Committee Financial Expert	91
Item 16B.	Code of Ethics	92
Item 16C.	Principal Accountant Fees and Services	92
Item 16D.	Exemptions from the Listing Standards for Audit Committees	92
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	93
Item 16F.	Change in Registrant’s Certifying Accountant	94
Item 16G.	Corporate Governance	94
Item 16H.	Mine Safety Disclosure	94
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	94
Item 16J.	Insider Trading Policies	94
Item 16K.	Cybersecurity	95
PART III		95
Item 17.	Financial Statements	95
Item 18.	Financial Statements	96
Item 19.	Exhibits	96


Operating Vessel	Year Built	Vessel Size (cbm)	Employment Status	Current Cargo	Time Charter Expiration Date
Ethylene/ethane capable semi-refrigerated midsize
Navigator Aurora	2016	37,300	Time Charter	Ethane	December 2026
Navigator Eclipse	2016	37,300	Time Charter	Ethane	March 2026
Navigator Nova	2017	37,300	Time Charter	Ethane	September 2026
Navigator Prominence	2017	37,300	Time Charter	Ethane	March 2026

Ethylene/ethane capable semi-refrigerated handysize
Navigator Pluto	2000	22,085	Spot Market	Ethane	—
Navigator Saturn	2000	22,085	Spot Market	Ethane	—
Navigator Venus	2000	22,085	Spot Market	Ethane	—
Navigator Atlas	2014	21,000	Spot Market	Ethane	—
Navigator Europa	2014	21,000	Time Charter	Ethane	January 2026
Navigator Oberon	2014	21,000	Spot Market	Ethylene	—
Navigator Triton	2015	21,000	Spot Market	Ethane	—
Navigator Umbrio	2015	21,000	Time Charter	Ethane	January 2026
Navigator Luna	2018	17,000	Spot Market	Ethane	—
Navigator Solar	2018	17,000	Time Charter	Ethylene	March 2027
Navigator Castor	2019	22,000	Spot Market	Ethylene	—
Navigator Equator	2019	22,000	Spot Market	Ethane	—
Navigator Vega	2019	22,000	Spot Market	Ethylene	—
Navigator Hyperion	2010	17,300	Spot Market	—	—
Navigator Vesta	2010	17,300	Spot Market	—	—
Navigator Titan	2010	17,300	Spot Market	—	—

Ethylene/ethane capable semi-refrigerated smaller size
Happy Condor*	2008	9,000	Unigas Pool	—	—
Happy Pelican*	2012	6,800	Unigas Pool	—	—
Happy Penguin*	2013	6,800	Unigas Pool	—	—
Happy Kestrel*	2013	12,000	Unigas Pool	—	—
Happy Osprey*	2013	12,000	Unigas Pool	—	—
Happy Peregrine*	2014	12,000	Unigas Pool	—	—
Happy Albatross*	2015	12,000	Unigas Pool	—	—
Happy Avocet*	2017	12,000	Unigas Pool	—	—

Semi-refrigerated handysize
Navigator Aries	2008	20,750	Spot Market	LPG	—
Navigator Capricorn	2008	20,750	Time Charter	LPG	November 2025
Navigator Gemini	2009	20,750	Time Charter	LPG	July 2025
Navigator Pegasus	2009	22,200	Time Charter	LPG	August 2025
Navigator Phoenix	2009	22,200	Time Charter	Ammonia	November 2025
Navigator Scorpio	2009	20,750	Time Charter	LPG	January 2026
Navigator Taurus	2009	20,750	Time Charter	LPG	April 2025
Navigator Virgo	2009	20,750	Time Charter	LPG	April 2025
Navigator Leo	2011	20,600	Spot Market	LPG	—
Navigator Libra	2012	20,600	Time Charter	LPG	April 2025


	Year ended December 31, 2023		Year ended December 31, 2024		Percentage change
	(in thousands, except percentages)
Operating revenues	$	493,339	$	511,667	3.7	%
Operating revenues—Unigas Pool	50,043		55,012		9.9	%
Operating revenues—Luna Pool collaborative arrangements	7,355		—		(100.0)	%
Total operating revenues	550,737		566,679		2.9	%
Brokerage commissions	6,923		7,012		1.3	%
Voyage expenses	74,509		72,144		(3.2)	%
Voyage expenses—Luna Pool collaborative arrangements	5,561		—		(100.0)	%
Vessel operating expenses	170,952		175,034		2.4	%
Depreciation and amortization	129,202		132,725		2.7	%
(Profit) from sale of vessels	(4,797)		—		(100.0)	%
General and administrative costs	31,213		36,580		17.2	%
Other income	(60)		—		(0.8)	%
Total operating expenses	413,503		423,495		2.4	%
Operating income	137,234		143,184		4.3	%
Unrealized (loss) on non-designated derivative instruments	(7,282)		(7,483)		2.8	%
Interest expense	(64,915)		(56,141)		(13.4)	%
Write off of deferred financing costs	(171)		(829)		384.7	%
Loss on repayment of unsecured bonds	—		(1,456)		—
Interest income	5,707		6,244		9.4	%
Unrealized foreign exchange gains/(loss)	17		(1,968)		(11,679.2)	%
Income before income taxes and share of results of equity method investments	70,590		81,551		15.5	%
Income taxes	(4,325)		(4,365)		0.9	%
Share of results of equity method investments	20,607		16,911		(17.9)	%
Net income	86,872		94,097		8.3	%
Net income attributable to non-controlling interests	(4,617)		(8,526)		84.7	%
Net income attributable to stockholders of Navigator Holdings Ltd.	$	82,255	$	85,571	4.0	%


	Year ended December 31, 2023			Year ended December 31, 2024
* Fleet Data:
Weighted average number of vessels	47.3			47.0
Ownership days	16,992			17,202
Available days	16,844			16,670
Earning days	15,578			15,248
Fleet utilization	92.5		%	91.5		%
** Average daily Time Charter Equivalent	$	26,886		$	28,826


☐			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Year ended December 31, 2023		Year ended December 31, 2024
	(in thousands, except earning days and average daily time charter equivalent rate)
Fleet Data:
*** Operating revenue	$	493,339	$	511,667
*** Voyage expenses	74,509		72,144
Operating revenue less voyage expenses	$	418,830	$	439,523

***Earning days	$	15,578	15,248
Average daily time charter equivalent rate	$	26,886	$	28,826


	Year Ended December 31,
	2022		2023		2024
	(in thousands)
Net cash provided by operating activities	$	130,308	$	174,413	$	210,523
Net cash provided by/(used in) by investing activities	29,725		(176,481)		(100,987)
Net cash (provided by)/used in financing activities	(128,225)		7,099		(126,013)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,837)		17		(1,968)
Net increase/(decrease) in cash, cash equivalents and restricted cash	$	28,971	$	5,048	$	(18,445)


Facility agreement date	Original facility amount		Principal amount outstanding		Interest rate	Facility maturity date
	(in millions)
September 2020 Secured loan and RCF	$	210.0	$	143.4	Comp SOFR + 276 BPS	September 2025
March 2019 Terminal Facility	75.0		10.9		Comp SOFR + 326 BPS	December 2025
August 2021 Amendment and Restatement Agreement	67.0		34.9		Fixed 378 BPS	June 2026
October 2013 DB Credit Facility A	57.7		10.8		Comp SOFR + 247 BPS	May 2027
October 2013 Santander Credit Facility A	81.0		16.9		Comp SOFR + 247 BPS	June 2027
December 2022 Secured Term loan and RCF	111.8		83.6		Term SOFR + 209 BPS	September 2028
July 2015 DB Credit Facility B	60.9		21.6		Comp SOFR + 247 BPS	January 2029
July 2015 Santander Credit Facility B	55.8		20.9		Comp SOFR + 247 BPS	January 2029
March 2023 Secured Term Loan	200.0		141.8		Comp SOFR + 210 BPS	March 2029
December 2022 Greater Bay JV Secured Term Loan	151.3		130.8		Term SOFR + 220 BPS	December 2029
August 2024 Secured Term Loan and RCF	147.6		145.0		Term SOFR + 190 BPS	August 2030
Total	$	1,218.1	$	760.6


Name	Age	Position
Dag von Appen	62	Director and Non-executive Chairman of the Board
Yngvil Åsheim	56	Director
Dr. Heiko Fischer	57	Director
Janette Marx	49	Director
Dr. Anita Odedra	54	Director
Peter Stokes	74	Director
Florian Weidinger	43	Director


Name	Age	Position
Mads Peter Zacho	55	Chief Executive Officer
Gary Chapman	50	Chief Financial Officer
Oeyvind Lindeman	45	Chief Commercial Officer
Michael Schröder	60	Chief Operating Officer


	Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares (1)	Percent
BW Group (2)	14,890,748	21.5	%
Naviera Ultranav Dos Limitada (3)	21,202,671	30.5	%
Neil Gagnon (4)	3,816,409	5.5	%
Dag von Appen (5)	429,447	*
Dr. Heiko Fischer	86,359	*
Florian Weidinger	52,388	*
Michael Schröder	25,000	*
Peter Stokes	14,134	*
Anita Odedra	13,365	*
Yngvil Asheim	8,871	*
Janette Marx	8,871	*
Oeyvind Lindeman	8,327	*
All executive officers and directors as a group (10 persons)	646,762	0.8	%


			A.			[Reserved]


(1)			Unless otherwise indicated, all shares of common stock are owned directly by the named holder and such holder has sole power to vote and dispose of such shares. Unless otherwise noted, the address for each beneficial owner named above is: 10 Bressenden Place, London, SW1E 5DH, United Kingdom.


(2)			Represents 14,890,748 shares of common stock held directly by BW Group. The address of entity and person identified in this note is c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HMEX, Bermuda. Mr Sohmen-Pao is Chairman of BW Group.


(3)			Represents 21,202,671 shares of common stock held by Ultranav International ApS, a wholly owned subsidiary of Naviera Ultranav Dos Limitada. The address of Ultranav International ApS identified in this note is Smakkedalen 6, 2820 Gentofte, Denmark, the address of Naviera Ultranav Dos Limitada is Av. El Bosque Norte, 500, 20th Floor, 7550092 Las Condes, Santiago, Chile. Mr von Appen is Chairman of Naviera Ultranav Dos Limitada.


(4)			This information is based on the Schedule 13G filed with the SEC on July 19, 2022. According to this Schedule 13G Neil Gagnon possessed sole voting power over 375,883, shared voting power over 3,295,480 shares, sole dispositive power over 375,883 and shared dispositive power over 3,440,526 shares.


(5)			Includes 400,000 shares held by a family fund of which Mr. von Appen is a director and a beneficiary.


(1)			Joint Venture Agreement, dated August 4, 2010, among PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited and PT Navigator Khatulistiwa. On August 4, 2010, PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited and PT Navigator Khatulistiwa, an Indonesian limited liability Company, or “PTNK,” entered into a Joint Venture Agreement, or the “JV Agreement.” Our operations in Indonesia are subject, among other things, to the Indonesian Shipping Act. That law generally provides that in order for certain vessels involved in Indonesian cabotage to obtain the requested licenses, the owners must either be wholly Indonesian owned or have a majority Indonesian shareholding. Navigator Pluto and Navigator Aries, which are chartered to Pertamina, the Indonesian state-owned producer of hydrocarbons, are owned by PTNK. PTNK is a joint venture of which 49% of the voting and dividend rights are owned by a subsidiary though ultimately controlled at the shareholder level by a subsidiary of Navigator Holdings, and 51% of such rights are owned by Indonesian limited liability companies. The JV Agreement for PTNK provides that certain actions relating to the joint venture or the vessels require the prior written approval of Navigator Holdings’ subsidiary, which may be withheld only on reasonable grounds and in good faith. Pursuant to the JV Agreement, PTNK is managed by its board of directors under the supervision, in accordance with Indonesian law, of the board of commissioners. The board of directors is comprised of one director nominee from the Indonesian limited liability companies which collectively own 51% of the share capital of PTNK. The board of commissioners is comprised of one nominee from the Indonesian entities and one nominee from Navigator Gas Invest Limited, a subsidiary of Navigator Holdings.


(2)			Supplemental Deed, dated February 13, 2014, among PT Navigator Khatulistiwa, PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited, Falcon Funding Ptd. Ltd. and Navigator Gas L.L.C. On February 13, 2014, PTNK, PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited, Falcon Funding Pte. Ltd and Navigator Gas L.L.C. entered into a Supplemental Deed under which the JV Agreement was amended to include Navigator Global, which is currently chartered to Pertamina, along with Navigator Pluto and Navigator Aries.


(3)			$220.0 million Secured Facility Agreement, dated October 28, 2016, by and among Navigator Gas L.L.C. as borrower, Navigator Holdings Ltd., as guarantor, and the lenders named therein. See “Note 10. Secured Term Loan Facilities and Revolving Credit Facilities.”


(4)			$160.8 million Secured Facility Agreement dated June 30, 2017, by and among Navigator Gas L.L.C. as borrower, Navigator Holdings Ltd., as guarantor, and the lenders named therein. See “Note 10. Secured Term Loan Facilities and Revolving Credit Facilities” in the accompanying consolidated financial statements.


(5)			$107.0 million Secured Facility Agreement, dated March 25, 2019, by and among Navigator Atlas L.L.C., Navigator Europa L.L.C., Navigator Oberon L.L.C. and Navigator Triton L.L.C. as borrowers, Navigator Gas L.L.C. and Navigator Holdings Ltd. as guarantors, Credit Agricole Corporate and Investment Bank, ING Bank, a branch of ING—DIBA AG and Skandinaviska Enskilda Banken AB (Publ), as arrangers and Credit Agricole Corporate and Investment Bank, as agent. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities—Term and Facility Limits—March 2019 Secured Term Loan Facility.”


(6)			$75.0 million Credit Agreement dated March 29, 2019, between Navigator Ethylene Terminals L.L.C. as borrower, and ING Capital L.L.C. and SG Americas Securities L.L.C. as arrangers. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Terminal Facility.”


(7)			$210.0 million Facility Agreement, by and among Navigator Gas L.L.C. as borrower and Nordea Bank AB, ABN Amro Bank N.V., BNP Paribas S.A., ING Bank N.V., London Branch; National Australia Bank Limited and Credit Agricole Corporate and Investment Bank as lead arrangers and a group of financial institutions as lenders, dated as of September 17, 2020. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities—Term and Facility Limits—September 2020 Secured Revolving Credit Facility.”


(8)			Bond Agreement between Navigator Holdings Ltd. and Nordic Trustee AS on behalf of the Bondholders in the bond issue of 8.0% Navigator Holdings Ltd. Senior Unsecured Callable Bonds dated September 9, 2020. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—2020 Senior Unsecured Bonds.”


(9)			Amended and Restated Investor Rights Agreement, dated August 4, 2021, among Navigator Holdings Ltd. and BW Group Limited. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions—Investor Rights Agreements”.


(10)			Investor Rights Agreement, dated August 4, 2021, among Navigator Holdings Ltd. and Ultranav International S.A. and Ultranav Denmark ApS. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions—Investor Rights Agreements”.


(11)			$200 million Senior Secured Term Loan facility agreement dated March 20, 2023 between Navigator Gas L.L.C. as borrower and ABN AMRO BANK N.V. and NORDEA BANK ABP, FILIAL I NORGE as bookrunners. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities—Term and Facility Limits—March 2023 Senior Secured Term Loan.”


(12)			$151.2 million Term Loan Facility dated December 15, 2022, between Pacific Jupiter L.L.C., Pacific Mars L.L.C.,Pacific Mercury L.L.C., Pacific Saturn L.L.C., and Pacific Venus L.L.C. as Borrowers and ING Bank N.V., London Branch as Coordinator. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities—Term and Facility Limits—Greater Bay JV Term Loan Facility.”


(13)			Bond Agreement between Navigator Holdings Ltd. and Nordic Trustee AS on behalf of the Bondholders in the bond issue of 7.2 5 % Navigator Holdings Ltd. Senior Unsecured Callable Bonds dated October 29 , 202 4 . See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—2020 Senior Unsecured Bonds.”


(14)			Facilities agreement relating to a term loan and revolving credit facility dated August 9, 2024, between Navigator Atlas L.L.C., Navigator Aurora L.L.C., Navigator Europa L.L.C., Navigator Oberon L.L.C., Navigator Triton L.L.C. and Credit Agricole Corporate and Investment Bank, ING Bank a branch of ING-DIBA AG, and Skandinaviska Enskilda Banken AB (PUBL).


(15)			Facility Agreement for a senior secured term loan between Navigator Gas L.L.C. and Nordea, dated February 7, 2025.