AMENDMENT NO. 8 TO SCHEDULE TO
This Amendment No. 8 (Amendment No. 8) 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, which began accruing interest from and including the settlement date of the Series H ADS Exchange Offer, March 21, 2019.
Except as set forth herein, this Amendment No. 8 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. 8 in response to all items required in the Schedule TO. This Amendment No. 8
should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment No. 8 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 the final count by the
exchange agent, the Bank of New York Mellon, a total of 884,150 Series G ADSs, representing approximately 62.3% of the outstanding Series G ADSs, were validly tendered and not properly withdrawn prior to the expiration of the Series G ADS Exchange
Offer.
The Company has accepted all of the 884,150 Series G ADSs validly tendered and is paying a total of $4,423,193.50 in cash
consideration and a total of $3,878,975.00 in aggregate principal amount of 9.75% Senior Notes due 2024, which will accrue interest from and including the settlement date of the Series G ADS Exchange Offer, April 18, 2019.