SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated:
January 28, 2011
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(l):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
Closing of Note Offering; Expiration of Tender Offer Consent Solicitation and Consent Payment
On January 28, 2011, Navios Maritime Holdings Inc. (“Navios Holdings”) announced that it and
Navios Maritime Finance II (US) Inc., its wholly owned finance subsidiary (“NMF” and, together with
Navios Holdings, the “Co-Issuers”) had completed the sale of $350.0 million aggregate principal
amount of 8 1/8% Senior Notes due 2019 (the “Notes”). A copy of the press release is furnished as
Exhibit 99.1 to this Report and is incorporated herein by reference.
Interest on the Notes will be payable on February 15 and August 15 of each year, beginning
August 15, 2011. The Notes will mature on February 15, 2019. On or after February 15, 2015, the
Co-Issuers may redeem some or all of the Notes at the redemption prices set forth in the indenture
related to the Notes. In addition, before February 15, 2014, the Co-Issuers may redeem up to 35% of
the aggregate principal amount of the Notes with the proceeds of one or more equity offerings so
long as at least 65% of the originally issued aggregate principal amount of the Notes remains
outstanding. The Co-Issuers may redeem some or all of the Notes at any time before February 15,
2015, at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to
the redemption date and a “make-whole” premium described in the indenture. If the Co-Issuers
undergo a change of control or sell certain of their assets, the Co-Issuers may be required to
offer to purchase Notes from holders.
The Notes are the senior unsecured obligations of the Co-Issuers and will rank equal in right
of payment to all of their existing and future senior unsecured indebtedness, and will rank senior
in right of payment to all of the Co-Issuers’ existing and future subordinated indebtedness. On the
issue date of the Notes, each of Navios Holdings’ direct and indirect subsidiaries, other than NMF,
Navios Maritime Finance (US) Inc., Navios Maritime Acquisition Corporation and its subsidiaries,
Navios South American Logistics Inc. and its subsidiaries and Navios GP L.L.C., will guarantee the
Notes on an unsecured senior basis. The Notes and the guarantees will be effectively subordinated
to the Co-Issuers’ existing and future secured indebtedness and that of the guarantors to the
extent of the assets securing such indebtedness. The Notes will also be effectively subordinated to
the obligations of any existing or future non-guarantor subsidiary. The indenture contains
restrictive covenants that limit, among other things, the ability of the Co-Issuers and their
subsidiaries to incur additional indebtedness, pay dividends and make distributions on common and
preferred stock, make other restricted payments, make investments, incur liens, consolidate, merge,
sell or otherwise dispose of all or substantially all of their assets and enter into certain
transactions with affiliates, in each case, subject to exclusions, and other customary covenants.
The indenture also contains customary events of default. Additional terms and conditions of the Notes are contained in the indenture, which is attached hereto as Exhibit 4.1 and is incorporated
herein by reference.
In addition, the Co-Issuers and the guarantors have entered into a Registration Rights
Agreement dated as of January 28, 2011, with the parties identified therein, which agreement is
attached hereto as Exhibit 10.1, and is incorporated herein by reference. Under the Registration
Rights Agreement, the Co-Issuers and the guarantors have agreed to: (a) prepare and file a
registration statement on or before June 27, 2011 enabling the holders of the
Notes to exchange the privately placed Notes for publicly registered notes with substantially
identical terms (other than provisions with respect to payment of additional interest upon a
registration default); (b) use their commercially reasonable efforts to have such registration
statement declared effective not later than 210 days after January 28, 2011; (c) use their
commercially reasonable efforts to keep the exchange offer registration statement effective until
the closing of the exchange offer; (d) use their commercially reasonable efforts to complete the
exchange offer no later than 255 days after January 28, 2011; and (e) file a shelf registration
statement for the resale of the Notes if the Co-Issuers and the guarantors cannot effect an
exchange offer within the time periods listed above and in other circumstances.
In addition, on January 28, 2011, Navios Holdings announced that the consent payment deadline
under its previously announced cash tender offer (the “Tender Offer”) for any and all of its
outstanding 9 1/2% Senior Notes due 2014 (the “2014 Notes”) and consent solicitation to eliminate
substantially all of the restrictive covenants and eliminate or
modify certain events of default and make other changes to
provisions contained in the indenture governing the 2014 Notes (the “Consent Solicitation” and,
together with the Tender Offer, the “Offer”) had expired. A copy of the press release is furnished
as Exhibit 99.2 to this Report and is incorporated herein by reference.
On January 28, 2011, Navios Holdings accepted for payment, and paid for, all 2014 Notes
validly tendered and not validly withdrawn prior to the consent
payment deadline, comprising $274,991,000
in aggregate principal amount (representing approximately 91.66%) of outstanding 2014 Notes.
Pursuant to the Consent Solicitation, Navios Holdings received the requisite consents to amend, and
has executed a supplemental indenture to, the indenture governing the 2014 Notes. After the
purchase by Navios Holdings of all 2014 Notes validly tendered and not validly withdrawn prior to
the consent payment deadline, $25,009,000 in aggregate principal amount of 2014 Notes remains
outstanding.
Any 2014 Notes validly tendered after the consent payment deadline but before the expiration
of the Tender Offer will be eligible to receive the Tender Offer consideration of $1,021.25 per
$1,000 principal amount of 2014 Notes, plus accrued and unpaid interest to, but not including, the
final payment date for the tendered 2014 Notes, but not the consent payment. The Tender Offer
remains open and is scheduled to expire at 8:00 a.m., New York City time, on February 11, 2011,
unless extended by Navios Holdings (the “Expiration Time”). Other than as required by applicable
law, tendered 2014 Notes may not be withdrawn. Navios Holdings currently expects to have a final
payment date promptly following the Expiration Time for any 2014 Notes tendered after the consent
payment deadline. Navios Holdings also announced that it will redeem for cash, on February 28,
2011, all 2014 Notes that remain outstanding after completion of the Tender Offer, at a redemption
price of $1,047.50 per $1,000 principal amount of 2014 Notes, plus accrued and unpaid interest to,
but not including, that redemption date. An official notice of redemption will be distributed to
holders of the 2014 Notes commencing on January 28, 2011.
In addition, on January 28, 2011, Navios Holdings entered into a Thirty-Second Supplemental
Indenture relating to the indenture dated as of December 18, 2006 providing for the issuance of the
2014 Notes (the “2014 Notes Indenture”). The Thirty-Second Supplemental Indenture was entered into
to eliminate substantially all of the restrictive covenants and modify or eliminate certain events
of default contained in the 2014 Notes Indenture pursuant to the Offer. A Copy of the
Thirty-Second Supplemental Indenture is furnished as Exhibit 10.2 to this Report and is
incorporated herein by reference.
The
information contained in this Report is hereby incorporated by
reference into Navios Holdings’ Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-165754 and on Form
S-8, File No. 333-147186.