AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 (Amendment No. 3) 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 and, together with the Series G ADSs, the 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 19, 2019 (as the same may be amended or supplemented, the
Prospectus).
Except as set forth herein, this Amendment No. 3 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. 3 in response to all items required in the Schedule TO.
This Amendment No. 3 should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment No. 3 and not otherwise defined have the respective meanings ascribed to them in
the Prospectus, as amended or supplemented.
Item 1. Summary Term Sheet.
The information set forth in Item 4 below is incorporated herein by reference.
Item 4. Terms of the Transaction.
Item
4(a) of the Schedule TO, which incorporates by reference the information contained in the Prospectus, is hereby amended and supplemented as follows:
The Company is waiving the condition that at least 66 2/3% of the Series G ADSs and/or 66 2/3% of the Series H ADSs have been validly tendered
and not properly withdrawn prior to the expiration date and extending the expiration date of the Exchange Offer until 5:00 p.m., New York City time, on March 1, 2019, unless further extended. The offer had been previously scheduled to expire at
11:59 p.m., New York City time, on February 15, 2019. Throughout the Schedule TO, the Prospectus and the other offering materials, all references to the expiration date of the Exchange Offer are hereby amended to extend the expiration date of the
Exchange Offer until 5:00 p.m., New York City time on March 1, 2019.
Following the expiration of the Exchange Offer, provided that the
remaining conditions to the Exchange Offer are satisfied or waived, the Company will acquire up to 946,100 tendered Series G ADSs (approximately 66 2/3%) and up to 1,907,600 Series H ADSs (approximately 66 2/3%) of the number of ADSs tendered.
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)(5)(C)
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Press Release, dated February 19, 2019.
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