SCHEDULE TO
This Tender Offer Statement on Schedule TO (this Tender Offer Statement) relates to an offer (the Exchange Offer) by
Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation (the Company), to acquire 946,100 of the outstanding American Depositary Shares (Series G ADSs), each representing 1/100th of a share of 8.75% Series G
Cumulative Redeemable Perpetual Preferred Stock (the Series G Preferred Shares) and 1,907,600 of the outstanding American Depositary Shares (Series H ADSs), each representing 1/100th of a share of 8.625% Series H Cumulative
Redeemable Perpetual Preferred Stock (the Series H Preferred Shares and, together with the Series G Preferred Shares, the Preferred Shares) from tendering holders of Preferred Shares, pursuant to the terms and subject to the
conditions described in the prospectus dated December 21, 2018 as included in the Registration Statement filed with the Securities and Exchange Commission (the SEC) on December 21, 2018 (the Prospectus).
This Tender Offer Statement is intended to satisfy the reporting requirements of Rule
13e-4
under the
Securities Exchange Act of 1934, as amended. The information contained in the Prospectus is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
Item 1.
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Summary Term Sheet.
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The information set forth in the Prospectus under the headings The Exchange Offer and Questions and Answers About the
Exchange Offer and Consent Solicitation is incorporated by reference herein.
Item 2.
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Subject Company Information.
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(a) Name and Address.
The name of the Company and the address and telephone number of its principal executive offices are as follows:
Navios Maritime Holdings Inc.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(011) + (377) 9798-2140
(b) Securities.
The information set forth on the front cover page of the Prospectus and under the heading The Exchange
Offer in the Prospectus is incorporated herein by reference.
(c) Trading Market and Price.
The information set forth in the
Prospectus under the heading Trading Market and Price of the Series G ADSs and Series H ADSs is incorporated herein by reference.
Item 3.
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Identity and Background of Filing Person.
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(a) Name and Address.
The filing person is the Company. The business address and telephone number of the Company are as set forth under
Item 2(a) above and are incorporated by reference herein. Pursuant to Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company:
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Name
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Position
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Angeliki Frangou
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Chairman of the Board and Chief Executive Officer
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George Achniotis
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Chief Financial Officer
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Ted C. Petrone
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Vice Chairman of Navios Corporation
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Vasiliki Papaefthymiou
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Executive Vice PresidentLegal and Director
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Anna Kalathakis
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Chief Legal Risk Officer
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Shunji Sasada
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President of Navios Corporation and Director
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Leonidas Korres
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Senior Vice PresidentBusiness Development
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Efstratios Desypris
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Chief Financial Controller
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Ioannis Karyotis
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Senior Vice PresidentStrategic Planning
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Erifili Tsironi
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Senior Vice PresidentCredit Management
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Spyridon Magoulas
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Director
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John Stratakis
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Director
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Efstathios Loizos
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Director
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George Malanga
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Director
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The business address and telephone number of each of the above directors and executive officers is c/o Navios
Maritime Holdings Inc., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, telephone number (011) + (377) 9798-2140.