AMENDMENT NO. 5 TO SCHEDULE TO
This Amendment No. 5 (Amendment No. 5) 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 by Navios Maritime Holdings Inc., a Republic of Marshall Islands
corporation (the Company), to acquire (i) 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 (the
Series G ADS Exchange Offer), and (ii) 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 (the Series H
ADS Exchange Offer), from tendering holders of Series G ADSs and Series H ADSs, as applicable, pursuant to the terms and subject to the conditions described in the prospectus, dated March 18, 2019 (as the same may be amended or supplemented,
Except as set forth herein, this Amendment No. 5 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. 5 in response to all items required in the
Schedule TO. This Amendment No. 5 should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment No. 5 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.
4(a) of the Schedule TO, which incorporates by reference the information contained in the Prospectus, is hereby amended and supplemented as follows:
With respect to the Series H ADS Exchange Offer, the Company is accepting the 1,101,113 Series H ADSs tendered and accepted as of March 15,
2019 and the Company will pay a total of approximately $4.2 million cash consideration and issue a total of approximately $4.8 million in aggregate principal amount of 9.75% Senior Notes due 2024, subject to adjustment for fractional shares, in
exchange for such tendered and accepted Series H ADSs.
With respect to the Series G ADSs Exchange Offer, the Company is (i) increasing
the consideration for each Series G ADS tendered by $1.00 in cash (the Additional Series G ADS Cash Consideration), which will not be subject to the cash cap under which no more than 50% of the validly tendered and not properly withdrawn
Series G ADSs, as a class, will receive cash, and (ii) extending the expiration date of the Series G ADS Exchange Offer until 11:59 p.m., New York City time, on Friday, March 29, 2019, unless further extended.
The Series G ADSs Exchange Offer had been previously scheduled to expire at 11:59 p.m., New York City time, on March 15, 2019. Throughout the
Schedule TO, the Prospectus and the other offering materials, all references to the expiration date of the Series G ADS Exchange Offer are hereby amended to extend the expiration date of the Series G ADS Exchange Offer until 11:59 p.m., New York
City Time, on Friday, March 29, 2019.
Following the expiration of the Series G ADS Exchange Offer, provided that the remaining conditions
to the Series G ADS Exchange Offer are satisfied or waived, the Company will acquire up to 946,100 Series G ADSs (approximately 66 2/3%) of the number of Series G ADSs tendered.
A copy of the press release is attached hereto as Exhibit (a)(5)(E) and is incorporated by reference.
Item 12. Exhibits.
Item 12 of the
Schedule TO is hereby amended by adding the following exhibit:
Press Release, dated March 18, 2019.