AMENDMENT NO. 4 TO SCHEDULE TO
This Amendment No. 4 (Amendment No. 4) 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 (the Exchange Offer) by Navios Maritime Holdings Inc.,
a Republic of Marshall Islands corporation (the Company), to acquire 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, and 1,907,600 outstanding American Depositary Shares (Series H ADSs and, together with the Series G ADSs, the ADSs), each representing 1/100th of a share of 8.625% Series H Cumulative Redeemable Perpetual
Preferred Stock, from tendering holders of Series G ADSs and Series H ADSs, pursuant to the terms and subject to the conditions described in the prospectus, dated March 4, 2019 (as the same may be amended or supplemented, the
Prospectus).
Except as set forth herein, this Amendment No. 4 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. 4 in response to all items required in the Schedule TO.
This Amendment No. 4 should be read in conjunction with the Schedule TO and Exhibits thereto and the Prospectus. All capitalized terms used in this Amendment No. 4 and not otherwise defined have the respective meanings ascribed to them in
the Prospectus, as amended or supplemented.
Item 1. Summary Term Sheet.
The information set forth in Item 4 below is incorporated herein by reference.
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 Company is (i) increasing the consideration offered to holders of Series G ADSs and Series H ADSs to $7.75 in cash and/or $8.78 principal
amount of 9.75% Senior Notes due 2024 (the Notes) for each Series G ADS tendered and $7.66 in cash and/or $8.69 in Notes for each Series H ADS tendered (provided that no more than 50% of the Series G ADSs, as a class, tendered will
receive cash, and no more than 50% of Series H ADSs, as a class, tendered will receive cash), (ii) no longer seeking any consents from holders of the Series H ADSs to the proposed amendments to the certificate of designation under which the
underlying shares of Series H Cumulative Redeemable Perpetual Preferred Stock were issued and (iii) extending the expiration date of the Exchange Offer until 11:59 p.m., New York City time, on Friday, March 15, 2019, unless further extended. The
offer had been previously scheduled to expire at 5:00 p.m., New York City time, on March 1, 2019.
Throughout the Schedule TO, the
Prospectus and the other offering materials, all references to the expiration date of the Exchange Offer are hereby amended to extend the expiration date of the Exchange Offer until 11:59 p.m., New York City time, on Friday, March 15, 2019. In
addition, throughout the Schedule TO, the Prospectus and the other offering materials, all references to the Consent Solicitation, the Consent Solicitation Statement, the Consent Solicitation Period and soliciting consents in connection with the
Series H ADSs are hereby deleted.
Following the expiration of the Exchange Offer, provided that the remaining conditions to the Exchange
Offer are satisfied or waived, the Company will acquire up to 946,100 Series G ADSs (approximately 66 2/3%) and up to 1,907,600 Series H ADSs (approximately 66 2/3%) of the number of ADSs tendered.
A copy of the press release is attached hereto as Exhibit (a)(5)(D) 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)(D)
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Press Release, dated March 4, 2019.
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