AMENDMENT NO. 6 TO SCHEDULE TO
This Amendment No. 6 (Amendment No. 6) 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 April 1, 2019 (as the same may be amended or supplemented,
As previously disclosed in Amendment No. 5 to Schedule TO, dated March 18, 2019, with respect to the Series
H ADSs, the Series H ADS Exchange Offer expired at 11:59 p.m., New York City time, on March 15, 2019, and the Company accepted a total of 1,093,026 Series H ADSs in exchange for a total of $4,188,387.55 cash consideration and a total of $4,747,100
in aggregate principal amount of 9.75% Senior Notes due 2024.
Except as set forth herein, this Amendment No. 6 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. 6 in response to
all items required in the Schedule TO. This Amendment No. 6 should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment No. 6 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 G ADSs, the Company is (i) increasing the consideration offered to holders of Series G ADSs to $8.00 in cash for
each Series G ADS tendered (provided that no more than 50% of the Series G ADSs, as a class, tendered 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, April
12, 2019, unless further extended. The offer had been previously scheduled to expire at 11:59 p.m., New York City time, on March 29, 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, April 12, 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)(F) 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 April 1, 2019.