Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 12 (“Amendment No. 12”), and by Amendment No. 1 filed on
February 2, 2005, Amendment No. 2 filed on May 27, 2005, Amendment No. 3 filed on July 29, 2005, Amendment No. 4 filed on February 16, 2006, Amendment No. 5 filed on May 18, 2007, Amendment No. 6
filed on June 5, 2007, Amendment No. 7 filed on October 28, 2010, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on May 15, 2015, Amendment No. 10 filed on April 12, 2007 and Amendment
No. 11 filed on April 13, 2018, all other provisions of the Schedule 13D filed by the Reporting Persons on December 16, 2004 (the “Original Schedule 13D”) remain in full force and effect. The Original Schedule 13D together
with each of the Amendments thereto is referred to herein as the “Schedule 13D.” Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
On January 3, 2019, the Issuer effected a 1:10 reverse split of its common stock. The share numbers reflected in this Amendment No. 12 have been
updated to reflect this reverse split.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented to include the following:
Purchase of Ship Management Division
On
August 30, 2019, entities controlled by Ms. Frangou, namely N Shipmanagement Acquisition Corp., Alegria Shiptrade Co., and Olympos Maritime Ltd (collectively, “NSAC”) entered into a Purchase Agreement with the Issuer and certain
of its subsidiaries (the “Purchase Agreement”), pursuant to which NSAC acquired 100% of the equity interests of Navios Shipmanagement Holdings Corporation (a holding company subsidiary of the Issuer which owns 100% of Navios Shipmanagement
Inc., Navios Tankers Management Inc. Navios Containers Management Inc., Kleimar LTD and Navios Corporation Management Inc., the Issuer’s subsidiaries that provide ship management services) (“Shipmanagement Holdings”), the general
partner of Navios Maritime Containers L.P. and the general partner interests in Navios Maritime Partners L.P. The aggregate consideration paid by NSAC in the transaction, including assumption of liabilities, was $20.0 million.
In connection with the transactions contemplated by the Purchase Agreement, the Issuer entered into a Management Agreement and an Administrative Services
Agreement pursuant to which subsidiaries of NSAC will provide technical and commercial ship management services and certain administrative services to the Issuer. In addition, the Issuer and Shipmanagement Holdings entered into a secured loan
agreement (the “Loan Agreement”) whereby the Issuer agreed to repay Shipmanagement Holdings $125.0 million (the “Loan Amount”) over a term of five years, which Loan Amount generally reflects the net amount of liabilities of
the Issuer to the entities acquired by NSAC. The Loan Amount is subject to a post-closing adjustment pursuant to the terms of that certain Contribution Agreement, dated as of August 29, 2019, by and among the Issuer, Shipmanagement Holdings,
Navios Shipmanagement Inc., Navios Tankers Management Inc., Navios Containers Management Inc., Kleimar LTD, and Navios Corporation Management Inc., pursuant to which the Issuer completed an internal reorganization prior to the transactions
contemplated by the Purchase Agreement.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby supplemented to include the following:
Purchase Agreement, dated as of August 30, 2019, by and among N Shipmanagement Acquisition Corp., Alegria Shiptrade Co., Olympos Maritime Ltd, Navios
Maritime Holdings Inc. and Navios GP L.L.C. (Incorporated by reference to Exhibit 99.6 to Form 6-K filed by Navios Holdings with the SEC on September 4, 2019).
Management Agreement, dated as of August 29, 2019, by and between Navios Maritime Holdings Inc. and Navios Shipmanagement Inc. (Incorporated by reference
to Exhibit 99.2 to Form 6-K filed by Navios Holdings with the SEC on September 4, 2019).
Administrative
Services Agreement, dated as of August 29, 2019, by and between Navios Maritime Holdings Inc. and Navios Shipmanagement Inc. (Incorporated by reference to Exhibit 99.3 to Form 6-K filed by Navios Holdings
with the SEC on September 4, 2019).
Secured Loan Agreement, dated as of August 29, 2019, by and between Navios Maritime Holdings Inc. and
Navios Shipmanagement Holdings Corporation (Incorporated by reference to Exhibit 99.5 to Form 6-K filed by Navios Holdings with the SEC on September 4, 2019).
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