AMENDMENT NO. 7 TO SCHEDULE TO
This Amendment No. 7 (Amendment No. 7) 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 December 21, 2018, as amended or supplemented from time
to time (the Prospectus).
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 (the Notes).
Except as set forth herein, this
Amendment No. 7 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. 7 in response to all items required in the Schedule TO. This Amendment No. 7 should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment
No. 7 and not otherwise defined have the respective meanings ascribed to them in the Prospectus, as amended or supplemented.
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 Series G ADS Exchange Offer expired at 11:59 p.m., New York City time, on April 12, 2019. Based
on a preliminary count by the exchange agent, the Bank of New York Mellon, a total of 900,950 Series G ADSs, representing approximately 63.5% of the outstanding Series G ADSs, were properly tendered and not properly withdrawn prior to the expiration
of the Series G ADS Exchange Offer. Of the total 900,950 Series G ADSs tendered, 31,720 Series G ADSs were tendered through notice of guaranteed delivery.
The Company expects to accept all of the 900,950 Series G ADSs properly tendered. The Company expects to pay a total of approximately
$4.5 million in cash consideration and a total of approximately $3.9 million in aggregate principal amount of Notes, subject to adjustment for fractional shares.
The number of Series G ADSs tendered and not withdrawn are preliminary and are subject to verification by the depositary, the Bank of New York
Mellon, and the proper delivery of all Series G ADSs tendered (including those tendered pursuant to guaranteed delivery procedures). The actual number of Series G ADSs properly tendered and not properly withdrawn will be announced promptly following
the guaranteed delivery period and the completion of the verification process. Delivery of the cash consideration and/or the Notes consideration in exchange for the tendered Series G ADSs will be made promptly.
A copy of the press release is attached hereto as Exhibit (a)(5)(G) and is incorporated by reference.
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)(G)
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Press Release, dated April 15, 2019.
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