SCHEDULE TO
This Amendment No. 3 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO (as may be further
supplemented or amended from time to time, the Tender Offer Statement) originally filed with the Securities and Exchange Commission (the SEC) on September 14, 2022, relating to an offer to purchase (the
Offer) by Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation (the Company), an aggregate of approximately $20,000,000, consisting of (i) up to 300,000 of the 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 Preferred), and (ii) up to
1,000,000 of the 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 Preferred and, together with the Series G Preferred, the Preferred Shares) from all tendering holders of American Depositary Shares, pursuant to the terms and subject to the conditions described in the offer to
purchase, dated September 14, 2022, and the Amended and Restated Offer to Purchase, dated as of September 29, 2022 (as further amended, supplemented or otherwise modified from time to time, the Amended and Restated Offer to
Purchase), filed as an exhibit to the Tender Offer Statement.
The Tender Offer Statement is intended to satisfy the reporting
requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information contained in the Amended and Restated Offer to Purchase is incorporated herein by reference in response to all
of the items of this Schedule TO, as more particularly described below.
This Amendment is being filed to amend and supplement the
Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into
this Amendment by reference. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Amended and Restated Offer to Purchase.
The Schedule TO is hereby amended and supplemented as follows:
Items 1 through 11
The Offer to Purchase and Items 1, 4
and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
The Offer
expired at 12:00 midnight (the end of the day), New York City time, on Friday, October 21, 2022. Based on the final count by Citibank, N.A., the tender agent, a total of 20,185 Series G ADSs, representing approximately 3.8% of the outstanding
Series G ADSs, were properly tendered and not properly withdrawn prior to the expiration of the Offer, and a total of 584,158 Series H ADSs, representing approximately 33% of the outstanding Series H ADSs, were properly tendered and not properly
withdrawn prior to the expiration of the Offer.
The Company has accepted all of the 20,185 Series G ADSs and 584,158
Series H ADSs properly tendered. The Company will pay a total of approximately $317,510 in cash consideration for the tendered Series G ADSs and $8,925,934 in cash consideration for the tendered Series H ADSs. Delivery of the cash consideration for
the tendered Series G ADSs and/or Series H ADSs will be made promptly.
The full text of the press release announcing the
expiration of the Offer and the results is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.