UNITED STATES
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: November 14, 2013
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(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 x Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
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 ¨ No x
On November 14, 2013, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing its intent to offer approximately $650.0 million of First Priority Ship Mortgage Notes Due 2022 (the “Notes”). The Notes will be secured by first priority ship mortgages on 23 vessels aggregating approximately 2.2 million deadweight tons owned by certain subsidiary guarantors and certain other associated property and contracts rights. Navios Holdings intends to use the net proceeds from the offering of the Notes to purchase or redeem any and all of its outstanding 8 7/8% First Priority Ship Mortgage Notes due 2017 (the “2017 Notes”), to repay indebtedness relating to six vessels which will become part of the collateral for the Notes, to pay related transaction fees and expenses and for general corporate purposes. The offering will be made pursuant to an offering memorandum in a private placement to qualified institutional buyers pursuant to Rule 144A, as well as pursuant to Regulation S, under the Securities Act of 1933, as amended. Such offering memorandum includes information about the Notes, as well as information about Navios Holdings.
A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
In addition, on November 14, 2013, Navios Holdings issued a press release announcing that it and its wholly-owned subsidiary, Navios Maritime Finance (US) Inc., had commenced a cash tender offer for any and all of the outstanding 2017 Notes, and consent solicitation to eliminate or modify most of the restrictive covenants and certain events of default, and release the liens for the benefit of the holders on the assets that secure the 2017 Notes, and to make other changes to provisions contained in the indenture governing the 2017 Notes.
A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
Furthermore, on November 15, 2013, Navios Holdings issued a press release announcing the pricing of $650.0 million of the Notes. A copy of the press release is furnished as Exhibit 99.3 to this Report and is incorporated herein by reference.
The information contained in this Report is incorporated by reference into the Registration Statement on Form F-3, File No. 333-189231, the Registration Statement on Form S-8, File No. 333-147186, and the related prospectuses.
Exhibits
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release dated November 14, 2013. | |
| 99.2 | Press Release dated November 14, 2013. | |
| 99.3 | Press Release dated November 15, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVIOS MARITIME HOLDINGS INC. | ||
| By: | /s/ Angeliki Frangou | |
| Angeliki Frangou Chief Executive Officer Date: November 15, 2013 | ||
Exhibit 99.1
Navios Maritime Holdings Inc. Announces Proposed Private Offering of $650 Million of First Priority Ship Mortgage Notes Due 2022
MONACO—(Marketwired - Nov 14, 2013) - Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE: NM) announced today that the Company and Navios Maritime Finance II (US) Inc., its wholly owned finance subsidiary, intend to offer through a private placement, subject to market and other conditions, approximately $650 million of First Priority Ship Mortgage Notes due 2022 (the “Notes”). The Notes will be offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.
The Notes will be secured by first priority ship mortgages on 23 vessels aggregating approximately 2.2 million deadweight tons owned by certain subsidiary guarantors and certain other associated property and contracts rights. The Notes will be guaranteed by all of the Company’s subsidiaries that guarantee the Company’s 8.125% Senior Notes due 2019.
The net proceeds of the offering will be used (i) to fund its current tender offer and consent solicitation for certain outstanding notes and pay related fees and expenses, (ii) to discharge and redeem any of such notes that are not purchased in the tender offer after all conditions to the tender offer are satisfied or waived, including the payment of any related fees and expenses and any redemption premium, (iii) to repay indebtedness relating to six vessels which will become part of the collateral for the Notes and (iv) for general corporate purposes. The consummation of the offering of the Notes is conditioned upon customary closing conditions.
The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and does not constitute an offer, solicitation or sale of any Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE: NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Holdings’ subsidiaries. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding completion of the offering. Although Navios Holdings believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Holdings, including market conditions. Actual results may differ materially from those expressed or implied by such forward-looking statements. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com
Source: Navios Maritime Holdings Inc.
Exhibit 99.2
Navios Maritime Holdings Inc. Announces Cash Tender Offer and Consent Solicitation
MONACO—(Marketwired – November 14, 2013) - Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM) announced today that Navios Holdings and its wholly-owned subsidiary, Navios Maritime Finance (US) Inc. (“Navios Maritime Finance” and, together with Navios Acquisition, the “Co-Issuers”) have commenced a cash tender offer (the “Tender Offer”) for any and all of their outstanding 8 7/8% First Priority Ship Mortgage Notes due 2017 (the “2017 Notes”) and a consent solicitation to eliminate or modify most of the restrictive covenants and certain events of default, and release the liens for the benefit of the holders on the assets that secure the 2017 Notes, and make other changes to provisions contained in the indenture governing the 2017 Notes (the “Consent Solicitation” and, together with the Tender Offer, the “Offer”).
The Offer is scheduled to expire at 12:00 midnight, New York City time, on December 12, 2013, unless extended or earlier terminated by the Co-Issuers (the “Expiration Time”). Tendered 2017 Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 27, 2013, unless extended or earlier terminated by the Co-Issuers (the “Consent Time”). Other than as required by applicable law, tendered 2017 Notes may not be withdrawn after the Consent Time. Holders tendering their 2017 Notes at or prior to the Consent Time will be required to consent to certain proposed amendments to the indenture governing the 2017 Notes.
Holders who validly tender (and do not validly withdraw) their 2017 Notes at or prior to the Consent Time will be eligible to receive total consideration of $1,050.59 per $1,000 principal amount of 2017 Notes, which includes a cash consent payment of $30.00 per $1,000 principal amount of 2017 Notes tendered (the “Consent Payment”). The Offer contemplates an initial payment date, so that holders whose 2017 Notes are validly tendered at or prior to the Consent Time and accepted for purchase should expect to receive payment as early as November 29, 2013.
Holders who validly tender their 2017 Notes after the Consent Time but at or prior to the Expiration Time will not be eligible to receive the Consent Payment, but will be eligible to receive the tender offer consideration of $1,020.59 per $1,000 principal amount of 2017 Notes tendered.
Holders who validly tender (and do not validly withdraw) their 2017 Notes also will be paid accrued and unpaid interest up to, but not including, the applicable date of payment for the tendered 2017 Notes (if such 2017 Notes are accepted for purchase).
The Co-Issuers’ obligation to accept for purchase, and to pay for, 2017 Notes and consents validly tendered and not validly withdrawn pursuant to the Offer is conditioned upon the satisfaction or waiver of certain conditions, including at least 66 2/3% in outstanding principal amount of 2017 Notes having been validly tendered (and not withdrawn) and consents with respect thereto having been validly delivered (and not revoked) pursuant to the Offer. In addition, the Offer is conditioned upon the Co-Issuers having completed a new debt financing transaction on terms acceptable to the Co-Issuers.
The terms of the Offer are described in the Co-Issuers’ Offer to Purchase and Consent Solicitation Statement dated November 14, 2013 (the “Offer to Purchase”).
The Co-Issuers have engaged Morgan Stanley & Co. LLC to act as dealer manager and solicitation agent in connection with the Offer. The Co-Issuers have engaged D. F. King & Co., Inc. to act as information agent and tender agent in connection with the Offer. Questions regarding the Offer may be directed to Morgan Stanley & Co. LLC, at (800) 624-1808 (toll-free) or (212) 761-0858 (collect). Requests for documentation relating to the Offer may be directed to D. F. King & Co., Inc., at (800) 769-4414 (toll-free) or (212) 269-5550 (collect).
None of the Co-Issuers, D. F. King & Co., Inc., the dealer manager or the 2017 Notes trustee is making any recommendation as to whether holders should tender the 2017 Notes in response to the Offer.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and Consent, which sets forth the complete terms of the Offer. The Offer is not being made to holders of 2017 Notes in any jurisdiction in which the making of, or acceptance of, the Offer would not be in compliance with the laws of such jurisdiction.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE: NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Holdings’ subsidiaries. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include statements related to the Offer, including the Expiration Time, the Consent time and possible completion of the Offer, as well as comments regarding expected revenues and time charters. Although Navios Holdings believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ materially from those expressed or implied by such forward-looking statements. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com
Source: Navios Maritime Holdings Inc.
Exhibit 99.3
Navios Maritime Holdings Inc. Announces Pricing of $650 Million of 7 3/8% First Priority Ship Mortgage Notes Due 2022
MONACO—(Marketwired - Nov 14, 2013) - Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE: NM) announced today that the Company and Navios Maritime Finance II (US) Inc., its wholly owned finance subsidiary, priced $650 million of 7 3/8% First Priority Ship Mortgage Notes due 2022 (the “Notes”). The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.
The Notes will be secured by first priority ship mortgages on 23 vessels aggregating approximately 2.2 million deadweight tons owned by certain subsidiary guarantors and certain other associated property and contracts rights. The Notes will be guaranteed by all of the Company’s subsidiaries that guarantee the Company’s 8.125% Senior Notes due 2019.
The net proceeds of the offering will be used (i) to fund its current tender offer and consent solicitation for certain outstanding notes and pay related fees and expenses, (ii) to discharge and redeem any of such notes that are not purchased in the tender offer after all conditions to the tender offer are satisfied or waived, including the payment of any related fees and expenses and any redemption premium, (iii) to repay indebtedness relating to six vessels which will become part of the collateral for the Notes and (iv) for general corporate purposes. The consummation of the offering of the Notes is conditioned upon customary closing conditions.
The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and does not constitute an offer, solicitation or sale of any Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE: NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Holdings’ subsidiaries. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding completion of the offering. Although Navios Holdings believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Holdings, including market conditions. Actual results may differ materially from those expressed or implied by such forward-looking statements. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com
Source: Navios Maritime Holdings Inc.