AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (Amendment No. 2) amends and supplements the Tender Offer Statement on Schedule TO (as may be
further supplemented or amended from time to time, the Schedule TO) originally filed with the Securities and Exchange Commission on December 21, 2018 relating to an offer (the Exchange Offer) by Navios Maritime Holdings Inc.,
a Republic of Marshall Islands corporation (the Company), to acquire 946,100 outstanding American Depositary Shares (Series G ADSs), each representing 1/100th of a share of 8.75% Series G Cumulative Redeemable Perpetual
Preferred Stock and 1,907,600 outstanding American Depositary Shares (Series H ADSs), each representing 1/100th of a share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock from tendering holders of Series G ADSs and
Series H ADSs, pursuant to the terms and subject to the conditions described in the prospectus, dated February 4, 2019 (as the same may be amended or supplemented, the Prospectus).
Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO or the
Prospectus. All information in the Prospectus, including all exhibits and annexes thereto, are hereby expressly incorporated by reference into this Amendment No. 2 in response to all items required in the Schedule TO. This Amendment No. 2
should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment No. 2 and not otherwise defined have the respective meanings ascribed to them in the Prospectus, as amended
or supplemented.
Items 1 and 4.
The information set forth in the Prospectus is hereby amended and supplemented by adding the following language thereto:
On February 4, 2019, the Company issued a press release announcing (i) an increase in the consideration offered to holders of
Series G ADSs and Series H ADSs to $7.25 in cash and/or $8.28 principal amount of 9.75% Senior Notes due 2024 (the Notes) for each Series G ADS tendered and $7.16 in cash and/or $8.19 in Notes for each Series H ADS tendered (provided that no more
than 50% of the Series G ADSs, as a class, tendered will receive cash, and no more than 50% of Series H ADSs, as a class, tendered will receive cash), and (ii) an extension of the expiration date of the Exchange Offer to 11:59 p.m., New York
City Time, on February 15, 2019. A copy of the press release is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
Item 7(a) of the Schedule TO is hereby amended and supplemented to include the following:
(a) Source of Funds
: The information set forth in the Prospectus is hereby amended and supplemented by adding the following language
thereto:
The maximum amount of cash that may be issued in exchange for all Series G ADSs and Series H ADSs tendered is
$6.9 million and $13.7 million, respectively, and the maximum aggregate principal amount of 2024 Notes that could be issued if all holders of Series G ADSs and Series H ADSs elect to receive Notes is $15.6 million.
Item 9. Persons/Assets, Retained, Employed, Compensated or Unused.
With respect to any tender of a Series G ADS or a Series H ADS, we will pay a soliciting dealer fee of 2.0% of the liquidation preference
($25.00) accepted for exchange on the terms and conditions set forth in the Prospectus.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended by adding the following exhibit:
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Exhibit
No.
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Description
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(a)(4)(B)
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Prospectus, dated February 4, 2019 (Incorporated herein by reference to the Prospectus filed on February 4, 2019).
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(a)(5)(B)
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Press Release, dated February 4, 2019.
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(g)
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Soliciting Dealer Form.
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