SEC Filing | Navios Maritime Holdings

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SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Navios Maritime Holdings Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))


American Depositary Shares, each representing 1/100^th of a Share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, par value $.0001 per share		63938Y 100
American Depositary Shares, each representing 1/100^th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, par value $.0001 per share		63938Y 308
(Title of Class of Securities)		(CUSIP Number of Class of Securities)

Vasiliki Papaefthymiou

Executive Vice President—Legal and Director

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

+30-210-4595000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Stuart Gelfond

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

(212) 859-8000

Calculation of Filing Fee


Transaction Valuation⁽¹⁾		Amount of Filing Fee⁽²⁾
$53,052,000		$6,149

(1)

Estimated solely for purpose of calculating the filing fee. This Tender Offer Statement on Schedule TO relates to an exchange offer (the “Exchange Offer”) through which Navios Maritime Holdings Inc. seeks to acquire any and all 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 Preferred”) and any and all outstanding American Depositary Shares (“Series H ADSs”), each representing 1/100th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (“Series H Preferred” and, together with the Series G Preferred the “Preferred Shares”). The transaction valuation was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as follows:

The sum of the (a) the product of (i) $12.33, the average of the high and low prices per Series G ADSs on the New York Stock Exchange on March 20, 2017, and (ii) 1,455,013, the maximum number of Series G ADSs that could be accepted for exchange in the Exchange Offer; and (b) the product of (i) $12.10, the average of the high and low prices per Series H ADS on the New York Stock Exchange on March 20, 2017, and (ii) 2,901,715, the maximum number of Series H ADSs that could be accepted for exchange in the Exchange Offer.

(2)	The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Exchange Act, equals $115.90 for each $1,000,000 of the value of the transaction.

☐	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Tender Offer Statement”) relates to an offer (the “Exchange Offer”) by Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation (the “Company”), to acquire any and all 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 Preferred”) and any and all 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 Preferred” and, together with the Series G Preferred, the “Preferred Shares”) from all tendering holders of Preferred Shares, pursuant to the terms and subject to the conditions described in the offer to exchange, dated March 21, 2017 (the “Offer to Exchange”), filed as Exhibit (a)(1)(A) hereto and the related letter of transmittal for each of the Series G ADSs and the Series H ADSs (collectively, the “Letters of Transmittal”), filed as Exhibits (a)(1)(B)(i) and (a)(1)(B)(ii) hereto.

This Tender Offer Statement is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Exchange and the related Letters of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

Item 1.

Summary Term Sheet.

The information set forth under the heading “Summary Term Sheet” in the Offer to Exchange is incorporated by reference herein.

Item 2.

Subject Company Information.

(a) Name and Address. The name of the Company and the address and telephone number of its principal executive offices are as follows:

Navios Maritime Holdings Inc.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(011) + (377) 9798-2140

(b) Securities. The information set forth on the front cover page of the Offer to Exchange and under the heading “Summary Term Sheet” in the Offer to Exchange is incorporated herein by reference.

(c) Trading Market and Price. The information with respect to the Series G ADSs and the Series H ADSs set forth in the Offer to Exchange under the heading “Market Price and Dividend Information” is incorporated by reference herein.

Item 3.

Identity and Background of Filing Person.

(a) Name and Address. The filing person is the Company. The business address and telephone number of the Company are as set forth under Item 2(a) above and are incorporated by reference herein.

Pursuant to Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company:


Name		Position
Angeliki Frangou		Chairman of the Board and Chief Executive Officer
George Achniotis		Chief Financial Officer
Ted C. Petrone		Vice Chairman of Navios Corporation
Vasiliki Papaefthymiou		Executive Vice President—Legal and Director
Anna Kalathakis		Chief Legal Risk Officer
Shunji Sasada		President of Navios Corporation and Director
Leonidas Korres		Senior Vice President—Business Development
Efstratios Desypris		Chief Financial Controller
Ioannis Karyotis		Senior Vice President—Strategic Planning
Erifili Tsironi		Senior Vice President—Credit Management
Spyridon Magoulas		Director
John Stratakis		Director
Efstathios Loizos		Director
George Malanga		Director

The business address and telephone number of each of the above directors and executive officers is c/o Navios Maritime Holdings Inc., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, telephone number (011) + (377) 9798-2140.

Item 4.

Terms of the Transaction.

(a) Material Terms. The information set forth in the Offer to Exchange under the headings “Summary Term Sheet,” “Questions and Answers About the Exchange Offer,” “The Exchange Offer,” “Certain U.S. Federal Income Tax Considerations” and “Comparison of Rights Between the Preferred Shares and the Common Stock” is incorporated by reference herein.

(b) Purchases. To the Company’s knowledge, no Series G ADSs or Series H ADSs are owned by any officer, director or affiliate of the Company, and therefore no such persons will participate in the Exchange Offer.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under the headings “Summary Term Sheet,” “The Exchange Offer” and “Comparison of Rights Between the Preferred Shares and the Common Stock” is incorporated by reference herein.

•

The Company has entered into the following agreements with respect to the Series G Preferred (which are incorporated as exhibits to this Schedule TO): Form of Certificate representing the 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 4.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated herein by reference); Certificate of Designation of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock of Navios Maritime Holdings Inc. (filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated herein by reference); and Offer to Exchange dated March 21, 2017, and filed as an exhibit to this Schedule TO.

•

The Company has entered into the following agreements with respect to the Series H Preferred (which are incorporated as exhibits to this Schedule TO): Form of Certificate representing the 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 4.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on July 7, 2014, and incorporated herein by reference); Certificate of Designation of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock of Navios Maritime Holdings Inc. filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on July 7, 2014, and incorporated herein by reference); and Offer to Exchange dated March 21, 2017, and filed as an exhibit to this Schedule TO.

•

The Company has entered into the following agreements with respect to the Series G ADSs and Series H ADSs (which are incorporated as exhibits to this Schedule TO): Deposit Agreement, dated as of January 21, 2014, by and among Navios Maritime Holdings Inc., The Bank of New York Mellon, and the holders from time to time of the American Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated by reference herein); Form of American Depositary Receipt representing the American Depositary Shares (Incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated by reference herein); and Offer to Exchange dated March 21, 2017, and filed as an exhibit to this Schedule TO.

Item 6.

Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the Offer to Exchange under the heading “Questions and Answers about the Exchange Offer—What is the purpose of the Exchange Offer?” is incorporated by reference herein.

(b) Use of Securities Acquired. The Series G ADSs and Series H ADSs acquired in the Exchange Offer will be cancelled. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Tender of Series G ADSs or Series H ADSs; Acceptance of Series G ADSs or Series H ADSs” is incorporated by reference herein.

(c) Plans. The information set forth in the Offer to Exchange under the heading “Risk Factors” is incorporated by reference herein.

Item 7.

Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Source and Amount of Funds” is incorporated by reference herein.

(b) Conditions. Not applicable.

(d) Borrowed Funds. Not applicable.

Item 8.

Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Offer to Exchange under the heading “Share Ownership of Directors and Officers” is incorporated by reference herein.

(b) Securities Transactions. None of the Company or the Company’s executive officers or directors have effected any transactions with respect to the Series G ADSs or Series H ADSs within the 60-day period immediately preceding the filing of this Schedule TO. The information set forth in the Offer to Exchange under the heading “Share Ownership of Directors and Officers” is incorporated by reference herein.

Item 9.

Persons/Assets, Retained, Employed, Compensated or Used.

(a) We have not employed or retained and will not pay any commission or other remuneration to any broker, dealer, salesman or other person for making recommendations and soliciting tenders and related consents of Series G ADSs and Series H ADSs. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Terms of the Exchange Offer” is incorporated by reference herein.

Item 10.

Financial Statements.

(a) Financial Information

(1)

The consolidated financial statements and other information set forth under Part III, Item 18 of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, are incorporated by reference herein and can also be accessed electronically on the SEC’s website at http://www.sec.gov.

(2)

The consolidated financial statements and other information set forth in the Company’s Form 6-K filed with the SEC on June 13, 2016 are incorporated by reference herein and can also be accessed electronically on the SEC’s website at http://www.sec.gov.

(3)

The consolidated financial statements and other information set forth in the Company’s Form 6-K filed with the SEC on August 25, 2016 are incorporated by reference herein and can also be accessed electronically on the SEC’s website at http://www.sec.gov.

(4)

The consolidated financial statements and other information set forth in the Company’s Form 6-K filed with the SEC on December 1, 2016 are incorporated by reference herein and can also be accessed electronically on the SEC’s website at http://www.sec.gov.

(5)

The consolidated financial statements and other information set forth in the Company’s Form 6-K filed with the SEC on March 20, 2017 are incorporated by reference herein and can also be accessed electronically on the SEC’s website at http://www.sec.gov.

(6)

The summary consolidated financial data and other information set forth in the Offer to Exchange under the heading “Summary Consolidated Financial Data” is incorporated by reference herein.

(7)

The information set forth in the Offer to Exchange under the heading “Ratio of Earnings to Combined Fixed Charges and Preferred Distributions” is incorporated by reference herein.

(8)

At December 31, 2016, book value per Series G ADS of the Company was $25.00. At December 31, 2016, book value per Series H ADS of the Company was $25.00.

(b) Pro Forma Information. Not applicable.

Item 11.

Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(1) The information set forth in the Offer to Exchange under the heading “Share Ownership of Directors and Officers” is incorporated by reference herein. The information set forth under the heading “Major Shareholders and Related Party Transactions” in the Company’s Annual Report on Form 20-F, filed with the SEC on April 25, 2016, is incorporated herein by reference.

(2) The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Certain Legal and Regulatory Matters” is incorporated by reference herein.

(3) Not applicable.

(4) Not applicable.

(5) On October 7, 2016, a putative class action complaint was filed against the Company and six of its directors in the United States District Court for the Southern District of New York by a purported holder of Series G ADSs and Series H ADSs. The complaint asserts claims for breach of fiduciary duty and contract. The complaint sought, among other things, unspecified monetary damages, a declaration regarding certain of the Company’s alleged obligations under the applicable certificates of designation, the restoration of certain alleged rights to non-tendering holders if the exchange offer that commenced on September 19, 2016 was consummated, and an award of plaintiff’s costs. On November 28, 2016, plaintiff’s counsel informed the Court that the litigation was moot in light of the failure of the consent solicitation (which did not attain the necessary support from the holders of Series G ADSs and Series H ADSs). On January 10, 2017, plaintiff’s counsel submitted a motion for attorneys’ fees to which the Company submitted an opposition brief on February 3, 2017, which requested that the Court deny the request for attorneys’ fees in its entirety.

(c) Other Material Information. Not applicable.

Item 12.

Exhibits.


Exhibit No.		Description

(a)(1)(A)		Offer to Exchange, dated March 21, 2017.

(a)(1)(B)(i)		Letter of Transmittal to the holders of Series G Shares, dated March 21, 2017.

(a)(1)(B)(ii)		Letter of Transmittal to the holders of Series H Shares, dated March 21, 2017.

(a)(1)(C)		Form of Letter to Brokers, Dealers and Other Nominees.

(a)(1)(D)		Form of Letter to Clients for use by Brokers, Dealers and Other Nominees.

(a)(3)		Not applicable.

(a)(4)		Not applicable.

(a)(5)(A)		Press release.

(b)		Not applicable.

(d)(1)(A)		Form of Certificate representing the 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 4.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated herein by reference).

(d)(1)(B)		Certificate of Designation of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock of Navios Maritime Holdings Inc. (filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated herein by reference).

(d)(1)(C)		Form of Certificate representing the 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 4.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on July 7, 2014, and incorporated herein by reference).

(d)(1)(D)		Certificate of Designation of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock of Navios Maritime Holdings Inc. filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on July 7, 2014, and incorporated herein by reference).

(d)(1)(E)		Deposit Agreement, dated as of January 21, 2014, by and among Navios Maritime Holdings Inc., The Bank of New York Mellon, and the holders from time to time of the American Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated by reference herein).

(d)(1)(F)		Form of American Depositary Receipt representing the American Depositary Shares (Incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014, and incorporated by reference herein).

(g)		Not applicable.

(h)		Not applicable.

*	To be filed by amendment.

Item 13.

Information Required by Schedule 13E-3

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	NAVIOS MARITIME HOLDINGS INC.

Date: March 21, 2017	By:	/s/ Vasiliki Papaefthymiou
		Vasiliki Papaefthymiou
		Executive Vice President—Legal and Director

Exhibit (a)(1)(A)

Exhibit (a)(1)(A)

NAVIOS MARITIME HOLDINGS INC.

OFFER TO EXCHANGE

COMMON STOCK

FOR

ANY AND ALL OF THE OUTSTANDING AMERICAN DEPOSITARY SHARES, EACH

REPRESENTING 1/100TH OF A SHARE OF 8.75% SERIES G CUMULATIVE REDEEMABLE

PERPETUAL PREFERRED STOCK

AND

ANY AND ALL OF THE OUTSTANDING AMERICAN DEPOSITARY SHARES, EACH

REPRESENTING 1/100TH OF A SHARE OF 8.625% SERIES H CUMULATIVE REDEEMABLE

PERPETUAL PREFERRED STOCK


	CUSIP No.	Consideration Offered
American Depositary Shares, each representing 1/100th of a Share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (NYSE: NMpG)	63938Y 100	8.25 shares of Common Stock per depositary share

American Depositary Shares, each representing 1/100th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (NYSE: NMpH)	63938Y 308	8.11 shares of Common Stock per depositary share

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE

AT 11:59 P.M., NEW YORK CITY TIME, ON APRIL 18, 2017.

WE MAY EXTEND THE OFFER AND

WITHDRAWAL PERIOD AT ANY TIME.

Navios Maritime Holdings Inc. (“Navios Holdings,” the “Company,” “our,” “we” or “us”) is offering to exchange newly issued shares of Common Stock, par value $.0001 per share, of Navios Holdings (NYSE: NM) (the “Common Stock”), on the terms and conditions set forth in this Offer to Exchange and in the related letters of transmittal (the “Offer to Exchange”), for any and all 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 Preferred”) and

•

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 Preferred” and, together with the Series G Preferred, the “Preferred Shares”).

For every Series G ADS surrendered, we are offering –

•

8.25 shares of Common Stock, with a value of $14.61 (as of March 20, 2017)

•

$2.36 premium to the $12.25 closing price (as of March 20, 2017)

For every Series H ADS surrendered, we are offering –

•

8.11 shares of Common Stock, with a value of $14.36 (as of March 20, 2017)

•

$2.24 premium to the $12.12 closing price (as of March 20, 2017)

As of March 21, 2017, 1,455,013 Series G ADSs and 2,901,715 Series H ADSs were outstanding.

We are making the Exchange Offer to holders of Series G ADSs and Series H ADSs in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 3(a)(9) of the Securities Act.

The consideration to be paid for the Series G ADSs and the Series H ADSs has been determined by the volume weighted average price of the Series G ADSs and Series H ADSs, as applicable, consolidated and reported by Bloomberg, for the twenty consecutive trading days immediately preceding the date hereof (the “20-day VWAP”). The consideration paid in shares of Common Stock is equal to 125% of the 20-Day VWAP for the respective series of Series G ADSs or Series H ADSs. In addition, the consideration represents a premium of approximately 19% to the March 20, 2017 closing price of the Series G ADSs and Series H ADSs.

The exchange of Series G ADSs or Series H ADSs for shares of Common Stock may not be suitable for you. By exchanging Series G ADSs or Series H ADSs for shares of Common Stock in the Exchange Offer, a holder would be exchanging a fixed yield preference security for a variable yield equity security. If all conditions to the Exchange Offer are satisfied or waived, we will acquire all Series G ADSs or Series H ADSs from all tendering holders. We currently anticipate the Exchange Offer settlement date will occur on April 18, 2017, although the date is subject to change as described below.

This Offer to Exchange is first being mailed to holders of the Series G ADSs and Series H ADSs on or around March 21, 2017.

The Information Agent for the Exchange Offer is:

Georgeson LLC

Call Toll-Free (888) 607-9252

Contact via E-mail at: Navios@georgeson.com

The date of this Offer to Exchange is March 21, 2017

The Exchange Offer will expire at 11:59 p.m., New York City Time, on April 18, 2017, unless extended or terminated by us. The term “expiration date” means 11:59 p.m., New York City Time, on April 18, 2017, unless we extend the period of time for which the Exchange Offer is open, in which case the term “expiration date” means the latest time and date on which the Exchange Offer, as so extended, expires.

The Depository Trust Company (“DTC”) and its direct and indirect participants, will establish their own cutoff dates and times to receive instructions to tender in this Exchange Offer, which will be earlier than the expiration date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you.

The last reported sales price of the Series G ADSs on the New York Stock Exchange (the “NYSE”) on March 20, 2017 was $12.25 per Series G ADS.

The last reported sales price of the Series H ADSs on the NYSE on March 20, 2017 was $12.12 per Series H ADS.

The last reported sales price of the Common Stock on the NYSE on March 20, 2017 was $1.77 per share of Common Stock.

See “Risk Factors” beginning on page 12 for a discussion of issues that you should consider with respect to the Exchange Offer.

You must make your own decision whether to tender Series G ADSs or Series H ADSs in the Exchange Offer and, if so, how many of such Series G ADSs or Series H ADSs to tender. Neither we, our Board of Directors, the Information Agent, the Exchange Agent, the Depositary, nor any affiliate of any of the foregoing or any other person is making any recommendation as to whether or not you should tender your Series G ADSs and Series H ADSs in the Exchange Offer. We have not authorized any person to make such a recommendation. You are urged to discuss your decision with your own tax advisor, financial advisor and/or broker.

We are making the Exchange Offer only to holders of Series G ADSs and Series H ADSs in reliance upon the exemption from the registration requirements of the Securities Act, afforded by Section 3(a)(9) of the Securities Act. We will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting tenders from holders of Series G ADSs and Series H ADSs. Our officers, directors and employees may solicit tenders from holders of Series G ADSs and Series H ADSs and will answer inquiries concerning the Exchange Offer, but they will not receive additional compensation for soliciting tenders or answering any such inquiries.

The Exchange Offer has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), any state securities commission, or the similar commission or governmental agency of any foreign jurisdiction, nor has the SEC, any state securities commission, or the similar commission or governmental agency of any foreign jurisdiction determined whether the information in this Offer to Exchange is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


	Page
SUMMARY TERM SHEET		1

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER		6

RISK FACTORS		12

STATEMENT REGARDING FORWARD-LOOKING INFORMATION		14

THE EXCHANGE OFFER		15

SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		24

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DISTRIBUTIONS		25

MARKET PRICE AND DIVIDEND INFORMATION		26

COMPARISON OF RIGHTS BETWEEN THE PREFERRED SHARES AND THE COMMON STOCK		29

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		32

MARSHALL ISLANDS TAX CONSIDERATIONS		36

SERVICE OF PROCESS; ENFORCEABILITY OF CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		37

MISCELLANEOUS		38

CERTAIN SECURITIES LAWS CONSIDERATIONS		39

WHERE YOU CAN FIND MORE INFORMATION		40

SUMMARY TERM SHEET

The following is a summary of the terms of the Exchange Offer being provided for your convenience. It highlights certain material information in the Offer to Exchange, but before you make any decision with respect to the Exchange Offer, we urge you to read carefully this entire Offer to Exchange, including the section entitled “Risk Factors,” the related letters of transmittal and the descriptions of Common Stock, Series G Preferred and Series H Preferred and the other documents incorporated by reference into this Offer to Exchange. Our most recent Annual Report on Form 20-F and report on Form 6-K are available online at the SEC website (www.sec.gov) and our website (www.navios.com), and are also available from us upon request. See “Where You Can Find More Information.” The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offer to Exchange and the related letters of transmittal.

The Company

Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation.

Series G ADSs Subject to the Exchange Offer

1,455,013

Series H ADSs Subject to the Exchange Offer

2,901,715

The Exchange Offer

Series G ADSs

For every Series G ADS surrendered, we are offering –

•

8.25 shares of Common Stock, with a value of $14.61 (as of March 20, 2017)

•

$2.36 premium to the $12.25 closing price (as of March 20, 2017)

Series H ADSs

For every Series H ADS surrendered, we are offering –

•

8.11 shares of Common Stock, with a value of $14.36 (as of March 20, 2017)

•

$2.24 premium to the $12.12 closing price (as of March 20, 2017)

The consideration paid in shares of Common Stock is equal to 125% of the 20-Day VWAP for the respective series of Series G ADSs or Series H ADSs. In addition, the consideration represents a premium of approximately 19% to the March 20, 2017 closing price of the Series G ADSs and Series H ADSs.

If all conditions to the Exchange Offer are satisfied or waived, we will acquire all Series G ADSs or Series H ADSs from all tendering holders. However, only whole shares of Common Stock will be delivered. You will receive cash in lieu of any entitlement to a fraction of a share of Common Stock.

The Exchange Offer is being made exclusively to existing holders of Series G ADSs or Series H ADSs.

See “The Exchange Offer—Terms of the Exchange Offer.”

No Recommendation

Neither we, our Board of Directors, the Information Agent, the Exchange Agent, the Depositary, nor any affiliate of any of the foregoing or any other person is making any recommendation as to whether or not you should tender your Series G ADSs or Series H ADSs in the Exchange Offer. We have not authorized any person to make such a recommendation. You must make your own investment decision regarding the Exchange Offer based upon your own assessment of the market value of the Series G ADSs or Series H ADSs and the Common Stock, your liquidity needs, your investment objectives and any other factors you deem relevant.

The exchange of Series G ADSs or Series H ADSs for shares of Common Stock in the Exchange Offer may not be suitable for you. By exchanging your Series G ADSs or Series H ADSs for shares of Common Stock, you will be exchanging the fixed distribution rights of the Series G ADSs or Series H ADSs for the distributions and growth potential of the Common Stock. The Series G ADSs or Series H ADSs represent perpetual equity interests in us and will be entitled only to their stated distribution preference, irrespective of the size, growth or success of the Company. The Common Stock, conversely, is common equity interest in the Company and is generally entitled to participate, pro rata with all other common equity holders, in the future operations and business results of the Company.

You should consider carefully all of the information set forth in this Offer to Exchange and, in particular, you should evaluate the specific factors set forth under “Risk Factors” before deciding whether to participate in the Exchange Offer.

Conditions to Completion of the
Exchange Offer

The completion of the Exchange Offer is subject to certain conditions. See “The Exchange Offer—Conditions of the Exchange Offer.”

Expiration of the Exchange Offer

The Exchange Offer for the Series G ADSs and Series H ADSs will expire at 11:59 p.m., New York City Time, on April 18, 2017, unless extended or earlier terminated. The Depository Trust Company and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in this Exchange Offer, which will be earlier than the expiration date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you.

How to Tender Your Series G ADSs or
Series H ADSs

If your Series G ADSs or Series H ADSs are registered in your name in the record books of the Depositary, you must indicate on the enclosed letter of transmittal the number of Series G ADSs or Series H ADSs you wish to tender and mail the completed and signed letter of transmittal and any other required documents in the envelope provided, together with the American Depositary Receipts (“ADRs”) evidencing your Series G ADSs or Series H ADSs, if any, to be received prior to the time the Exchange Offer expires.

Series G ADSs or Series H ADSs held in a securities account with a broker or other securities intermediary can be tendered by your broker or other securities intermediary through DTC upon your request.

If you tender your Series G ADSs or Series H ADSs without indicating the number of Series G ADSs or Series H ADSs you wish to tender, it will be assumed that you are tendering all Series G ADSs or Series H ADSs owned by you.

If you have questions, please call the Information Agent at the toll-free number below. See “The Exchange Offer—Procedure for Tendering.”

Fractional Shares

Fractional shares of Common Stock will not be issued in exchange for Series G ADSs or Series H ADSs. Instead, the Exchange Agent, DTC or a DTC participant will aggregate and sell those fractional entitlements and each holder of Series G ADSs or Series H ADSs will be entitled to a portion of the net proceeds of that sale.

Withdrawal of Tendered Series G ADSs or Series H ADSs

You may withdraw previously tendered Series G ADSs or Series H ADSs at any time before the expiration of the Exchange Offer. Any Series G ADSs or Series H ADSs not accepted will be credited back to the appropriate account (or ADRs will be returned) promptly following the expiration or termination of the Exchange Offer. In addition, after the expiration of the Exchange Offer, you may withdraw any Series G ADSs or Series H ADSs that you tendered that are not accepted by us within 40 business days after the commencement of the Exchange Offer. See “The Exchange Offer—Withdrawal of Tenders.”

Certain U.S. Federal Income
Tax Considerations

See “Certain U.S. Federal Income Tax Considerations.”

Information Agent

Georgeson LLC

Exchange Agent

The Bank of New York Mellon

Depositary

The Bank of New York Mellon

Additional Documentation; Further Information; Assistance

Any requests for assistance concerning the Exchange Offer may be directed to the Information Agent at the address set forth on the back cover of this Offer to Exchange or by telephone toll free at (888) 607-9252. Beneficial owners may also contact their broker or other securities intermediary.

Any requests for additional copies of this Offer to Exchange and the letters of transmittal may be directed to the Information Agent.

You should read this entire Offer to Exchange and the applicable letters of transmittal carefully before deciding whether or not to tender your Series G ADSs or Series H ADSs. You should consult with your personal financial advisor or other legal, tax or investment professional(s) regarding your individual circumstances.

SUMMARY CONSOLIDATED FINANCIAL DATA

Our summary consolidated financial and other data for the years ended December 31, 2015, 2014 and 2013 and as of December 31, 2015 and 2014 is derived from our audited consolidated financial statements incorporated by reference in this Offer to Exchange, which have been audited by an independent registered public accounting firm. Our summary consolidated financial and other data for the nine month period ended September 30, 2016 and as of September 30, 2016 is derived from our unaudited consolidated financial statements incorporated by reference in this Offer to Exchange. The information is only a summary and should be read in conjunction with the historical financial statements and related notes incorporated by reference in this Offer to Exchange. In the opinion of management, the unaudited financial statements referenced above include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented.

The historical results included below are not necessarily indicative of our future performance.


	Nine Month ended September 30,			Year Ended December 31,			Year Ended December 31			Year Ended December 31
	2016			2015			2014			2013
	(unaudited)
	(in thousands of U.S. dollars)
Statement of Comprehensive Loss Data
Revenue	$	320,307		$	480,820		$	569,016		$	512,729
Administrative fee revenue from affiliates		16,417			16,177			14,300			7,868
Time charter, voyage and logistics business expenses		(124,322	)		(247,882	)		(263,304	)		(244,412	)
Direct vessel expenses		(98,028	)		(128,168	)		(130,064	)		(144,074	)
General and administrative expenses incurred on behalf of affiliates		(16,417	)		(16,177	)		(14,300	)		(7,868	)
General and administrative expenses		(19,012	)		(34,183	)		(45,590	)		(44,634	)
Depreciation and amortization		(88,391	)		(120,310	)		(104,690	)		(98,124	)
Interest expense and finance cost, net		(81,257	)		(110,781	)		(108,145	)		(108,506	)
Loss on derivatives		—			—			—			(260	)
Gain on sale of assets/partial sale of subsidiary		—			—			—			18
Gain/ (loss) on bond and debt extinguishment		15,956			—			(27,281	)		(37,136	)
Other income/(expense), net		5,290			(30,201	)		(9,673	)		5,954
Loss before equity in net earnings of affiliate companies		(69,457	)		(190,705	)		(119,731	)		(128,895	)
Equity in net earnings of affiliated companies		15,641			61,484			57,751			19,344
Loss before taxes		(53,816	)		(129,221	)		(61,980	)		(109,551	)
Income tax (expense)/ benefit		(1,837	)		3,154			(84	)		4,260
Net loss		(55,653	)		(126,067	)		(62,064	)		(105,291	)
Less: Net (income)/loss attributable to the noncontrolling interest		(5,731	)		(8,045	)		5,861			(3,772	)
Net loss attributable to Navios Holdings common stockholders		(61,384	)		(134,112	)		(56,203	)		(109,063	)
Net loss attributable to Navios Holdings common stockholders, basic		(73,312	)		(150,314	)		(66,976	)		(110,990	)
Net loss attributable to Navios Holdings common stockholders, diluted	$	(73,312	)	$	(150,314	)	$	(66,976	)	$	(110,990	)
Balance Sheet Data (at period end)
Current assets, including cash and restricted cash	$	296,170		$	302,959		$	417,131		$	339,986
Total assets		3,001,661			2,958,813			3,127,697	(1)		2,886,453	(1)
Current liabilities, including current portion of long term debt		249,464			226,856			198,334	(1)		148,932	(1)


	Nine Month ended September 30,			Year Ended December 31,			Year Ended December 31			Year Ended December 31
	2016			2015			2014			2013
	(unaudited)
	(in thousands of U.S. dollars)
Total long term debt, including current portion		1,598,625			1,581,308			1,612,890	(1)		1,478,089	(1)
Total non-current liabilities		1,695,742			1,621,405			1,662,853	(1)		1,548,186	(1)
Navios Holdings’ stockholders’ equity		929,132			988,960			1,152,963			1,065,695
Other Financial Data
Net cash provided by operating activities		42,277			43,478			56,323			59,749
Net cash (used in) investing activities		(129,409	)		(36,499	)		(244,888	)		(258,571	)
Net cash provided by/(used in) financing activities		82,275			(91,123	)		248,290			128,785
Book value per common share		8.48			8.95			10.89			10.22
Cash dividends per common share		—			0.17			0.24			0.24
Cash paid for common stock dividend declared	$	—		$	19,325		$	25,228		$	24,710
Cash dividends per preferred share		49.8			216.7			99.9			200.0
Cash paid for preferred stock dividend declared	$	3,681		$	16,025		$	7,502		$	1,696

(1)	Revised to reflect the adoption of ASU 2015-03.

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

The following are questions regarding the Exchange Offer that you may have as a holder of the Series G ADSs and Series H ADSs and the answers to those questions. We urge you to read carefully this entire Offer to Exchange, including the section entitled “Risk Factors,” the related letters of transmittal and the descriptions of Common Stock, Series G Preferred and Series H Preferred and the other documents incorporated by reference into this Offer to Exchange. See “Where You Can Find More Information.”

What is the purpose of the Exchange Offer?

The exchange of Series G ADSs or Series H ADSs for shares of Common Stock, under this Exchange Offer, will eliminate the Company’s large and growing financial obligation to the holders of the Series G ADSs or Series H ADSs, which the Company believes impedes growth, access to capital and strategic opportunities that may otherwise be available to it and has a negative impact on cash available to all stockholders in the future. Unlike the Preferred Shares, the Common Stock does not have a cumulative dividend feature.

Accordingly, while we believe the Exchange Offer offers benefits to the Company and to holders of Series G ADSs and Series H ADSs, the Exchange Offer is not equally suitable for all holders of Series G ADSs and Series H ADSs, and the decision as to whether to tender Series G ADSs or Series H ADSs in the Exchange Offer will not be the same for all holders. Neither we, our Board of Directors, the Information Agent, the Exchange Agent, the Depositary, nor any affiliate of any of the foregoing or any other person is making any recommendation as to whether or not you should tender your Series G ADSs or Series H ADSs in the Exchange Offer. We have not authorized any person to make such a recommendation. You must make your own investment decision regarding the Exchange Offer based upon your own assessment of the market value of the Series G ADSs or Series H ADSs and the Common Stock, your liquidity needs, your investment objectives and any other factors you deem relevant. See “Risk Factors.”

The Exchange Offer is being made exclusively to existing holders of Series G ADSs or Series H ADSs.

Who is offering to buy my Series G ADSs or Series H ADSs?

Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation and issuer of the Preferred Shares underlying your Series G ADSs or Series H ADSs is offering to acquire all of the outstanding Preferred Shares.

The address of the Company’s principal executive office is 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, and its telephone number is (011)+(377) 9798-2140.

What will I receive in the Exchange Offer if I tender my Series G ADSs or Series H ADSs and they are accepted?

For every Series G ADS surrendered, we are offering –

•

8.25 shares of Common Stock, with a value of $14.61 (as of March 20, 2017)

•

$2.36 premium to the $12.25 closing price (as of March 20, 2017)

For every Series H ADS surrendered, we are offering –

•

8.11 shares of Common Stock, with a value of $14.36 (as of March 20, 2017)

•

$2.24 premium to the $12.12 closing price (as of March 20, 2017)

Is the Exchange Offer suitable for everyone?

The exchange of Series G ADSs or Series H ADSs for shares of Common Stock in the Exchange Offer may not be suitable for you. By exchanging your Series G ADSs or Series H ADSs for shares of Common Stock, you will be exchanging the fixed distribution rights of the Series G ADSs or Series H ADSs for the distributions and growth potential of the Common Stock. The Series G ADSs or Series H ADSs represent perpetual equity interests in us and will be entitled only to their stated distribution preference, irrespective of the size, growth or success of the Company. The Common Stock, conversely, is a common equity interest in the Company and is generally entitled to participate, pro rata with all other common equity holders, in the future operations and business results of the Company.

You should consider carefully all of the information set forth in or incorporated by reference into this Offer to Exchange and, in particular, you should evaluate the specific factors set forth under “Risk Factors” before deciding whether to participate in the Exchange Offer.

What are the tax consequences of the Exchange Offer to me?

The U.S. federal income tax consequences to you of participating in the Exchange Offer are complex and will vary depending on certain facts and circumstances. You generally will be treated as having exchanged your Series G ADSs or Series H ADSs for Common Stock pursuant to a “recapitalization” and you generally will not recognize gain or loss for U.S. federal income tax purposes. Please see “Risk Factors—Tax Risks” and “Certain U.S. Federal Income Tax Considerations” in this Offer to Exchange. Because the U.S. federal income tax consequences of the Exchange Offer are complex, you are urged to consult with your own tax advisor.

Will I lose the right to receive distributions for past periods on any Series G ADSs or Series H ADSs that I tender in the Exchange Offer?

Yes, if you tender Series G ADSs or Series H ADSs in the Exchange Offer, you will lose your right to receive any unpaid dividends or distributions on the underlying Series G ADSs or Series H ADSs for periods during which you held such Series G ADSs or Series H ADSs.

Will the Common Stock to be issued in the Exchange Offer be listed for trading?

Yes, the Common Stock is listed on the NYSE under the symbol “NM.”

Will any shares of Common Stock received by tendering holders of Series G ADSs or Series H ADSs be freely tradable under the federal securities laws?

Yes, unless you are our affiliate. The Exchange Offer is being made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act. Accordingly, shares of Common Stock received in exchange for Series G ADSs or Series H ADSs tendered pursuant to the Exchange Offer will not be restricted securities for purposes of the Securities Act and will be tradable without regard to any holding period by those tendering holders who are not our “affiliates” (as defined in the Securities Act). Shares of Common Stock issued pursuant to the Exchange Offer to a holder of Series G ADSs or Series H ADSs who is deemed to be our affiliate may be sold or transferred only in accordance with the requirements of Rule 144 or other available exemption under the Securities Act. For more information, see “Certain Securities Laws Considerations.”

Will the Series G ADSs and Series H ADSs remain listed on the NYSE following the completion of the Exchange Offer?

Depending upon the number of Series G ADSs and Series H ADSs tendered and accepted, the number of outstanding Series G ADSs and Series H ADSs may fall below the requirements for listing of such Series G ADSs or Series H ADSs on the NYSE. See “Risk Factors—Risks Associated with the Exchange Offer—Series G ADSs or Series H ADSs that you continue to hold after the Exchange Offer are expected to become less liquid following the Exchange Offer.” In any event, if the Exchange Offer is completed, the number of outstanding Series G ADSs and Series H ADSs, and likely the trading volume, will be reduced.

Are you making a recommendation regarding whether I should tender in the Exchange Offer?

No. Neither we, our Board of Directors, the Information Agent, the Exchange Agent, the Depositary, nor any affiliate of any of the foregoing or any other person is making any recommendation as to whether or not you should tender your Series G ADSs or Series H ADSs in the Exchange Offer. We have not authorized any person to make such a recommendation. You must make your own investment decision regarding the Exchange Offer based upon your own assessment of the market value of the Series G ADSs or Series H ADSs and Common Stock, your liquidity needs, your investment objectives and any other factors you deem relevant. You should carefully read this entire Offer to Exchange, the applicable letters of transmittal, as well as our Annual Report, before deciding whether or not to tender your Series G ADSs or Series H ADSs. You should consult with your personal financial advisor or other legal, tax or investment professionals regarding your individual circumstances.

What is the maximum number of Series G ADSs or Series H ADSs the Company will acquire in the Exchange Offer?

We are offering to exchange newly issued shares of Common Stock for any and all Series G ADSs or Series H ADSs. If all conditions to the Exchange Offer are satisfied or waived, we will acquire Series G ADSs or Series H ADSs from all tendering holders, except that only whole shares of Common Stock will be delivered. You will receive cash in lieu of any entitlement to a fraction of a share of Common Stock.

When and how will I receive shares of Common Stock in exchange for my tendered Series G ADSs or Series H ADSs?

If all terms and conditions to the Exchange Offer are satisfied or waived, we will issue shares of Common Stock in exchange for all validly tendered and not withdrawn any and all Series G ADSs or Series H ADSs, promptly after the expiration date of the Exchange Offer. We refer to the date on which such exchange is made as the “settlement date.” The settlement date is expected to be as soon as practicable after the expiration date. We currently anticipate the Exchange Offer settlement date will occur on April 18, 2017, although the date is subject to change as described in this Offer to Exchange. We reserve the right to delay settlement pending receipt of any required governmental or regulatory approvals.

We will issue shares of Common Stock in exchange for your Series G ADSs or Series H ADSs that are validly tendered, not withdrawn, and accepted by us by delivering the shares of Common Stock to the Exchange Agent, which will act as your agent for purposes of receiving the shares of Common Stock from us and transmitting such shares of Common Stock to you. In all cases, issuance of shares of Common Stock in exchange for tendered Series G ADSs or Series H ADSs will be made only after timely receipt by the Exchange Agent of properly tendered Series G ADSs or Series H ADSs and any required documents for such Series G ADSs or Series H ADSs.

See “The Exchange Offer—Tender of Series G ADSs or Series H ADSs; Acceptance of Series G ADSs or Series H ADSs.”

May I tender only a portion of the Series G ADSs or Series H ADSs that I hold?

Yes. You may choose to tender any or all of your Series G ADSs or Series H ADSs.

What will happen if I do not tender my Series G ADSs or Series H ADSs and the Exchange Offer is successfully completed?

If the Exchange Offer is successfully completed but you do not tender your Series G ADSs or Series H ADSs, you will remain a holder of those Series G ADSs or Series H ADSs. The Series G ADSs and the Series H ADSs may be delisted from the New York Stock Exchange and, in such case, the liquidity of the Series G ADSs and Series H ADSs will be further reduced.

What are the conditions to the consummation of the Exchange Offer?

Subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it is a condition to the closing of the Exchange Offer that none of the following circumstances exist:

any litigation regarding the Exchange Offer:

•

challenging or seeking to make illegal, materially delay, restrain or prohibit the Exchange Offer or our acceptance of tendered Series G ADSs or Series H ADSs; or

•

which could have a material adverse effect on us;

any governmental authority issues a final and nonappealable order or takes any action permanently restraining, enjoining or prohibiting or materially delaying or preventing the consummation of the Exchange Offer, or consummation of the Exchange Offer would violate any law, rule or regulation applicable to us, including the distribution limitations under the Republic of Marshall Islands law;

any law, rule, regulation or governmental order becomes applicable to us or the transactions contemplated by the Exchange Offer that would result, directly or indirectly, in the consequences described under condition 1 above; or

delivery of shares of Common Stock in exchange for Series G ADSs or Series H ADSs would not be permitted under the Republic of Marshall Islands law.

As a result, if any of these circumstances exist, we are not obligated to accept or pay for, and may delay the acceptance of, any Series G ADSs or Series H ADSs tendered pursuant to the Exchange Offer. We will, in our reasonable judgment, determine whether any condition to the Exchange Offer exists and, if so, whether any such condition(s) may be waived and whether such condition(s) should be waived. If any condition to the Exchange Offer exists on the expiration date and we do not or cannot waive such condition(s), the Exchange Offer will expire and we will not accept the Series G ADSs or Series H ADSs that have been validly tendered. In addition, we reserve the right, in our sole discretion, but subject to applicable law, to terminate the Exchange Offer at any time prior to the expiration date of the Exchange Offer.

See “The Exchange Offer—Conditions of the Exchange Offer” and “The Exchange Offer—Extension, Termination and Amendment.”

When will the Exchange Offer expire?

The Exchange Offer is currently scheduled to expire at 11:59 p.m., New York City Time, on April 18, 2017, the expiration date. We may, however, extend the Exchange Offer from time to time in our discretion. We will also extend the expiration date of the Exchange Offer if required by applicable law or regulation.

The Depository Trust Company and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in this Exchange Offer, which will be earlier than the expiration date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you.

There is no guaranteed delivery procedure available in the Exchange Offer.

See “The Exchange Offer—Extension, Termination and Amendment.”

Under what circumstances may the Exchange Offer be terminated, and what happens to my tendered Series G ADSs or Series H ADSs if that occurs?

The Exchange Offer may be terminated if the conditions to the Exchange Offer discussed in this Offer to Exchange are not (where within the Company’s discretion) waived. In addition, we reserve the right, in our sole discretion, but subject to applicable law, to terminate the Exchange Offer at any time prior to the expiration date of the Exchange Offer.

If the Exchange Offer is terminated and you previously have tendered Series G ADSs or Series H ADSs, those Series G ADSs or Series H ADSs will be credited back to an appropriate account (or ADRs will be returned) promptly following the termination of the Exchange Offer without expense to you.

See “The Exchange Offer—Tender of Series G ADSs or Series H ADSs; Acceptance of Series G ADSs or Series H ADSs.”

How will I be notified if the Exchange Offer is extended, amended or terminated?

If the Exchange Offer is extended, amended or terminated, we will promptly make a public announcement by issuing a press release. In the case of an extension, the announcement will be issued no later than 9:00 a.m., New York City Time, on the next business day after the previously scheduled expiration date of the Exchange Offer.

See “The Exchange Offer—Extension, Termination and Amendment.”

Will I have to pay any fees or commissions for participating in the Exchange Offer?

You will not pay any fees to the Company, the Information Agent or the Depositary to participate in the Exchange Offer. Any fees due to the Depositary for cancellation of tendered Series G ADSs or Series H ADSs will be paid by the Company. If you hold Series G ADSs or Series H ADSs through a broker or other securities intermediary, and your broker or other securities intermediary tenders the Series G ADSs or Series H ADSs on your behalf, your broker, dealer or other nominee may charge you a fee for doing so. You should consult your broker, dealer or other nominee to determine whether any charges will apply.

See “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Expenses.”

How do I tender my Series G ADSs or Series H ADSs?

If your Series G ADSs or Series H ADSs are registered in your name in the record books of the Depositary, you must indicate on the enclosed letter of transmittal the number of Series G ADSs or Series H ADSs you wish to tender and mail the completed and signed letter of transmittal, together with the ADRs evidencing the Series G ADSs or Series H ADSs, if any, and any other required documents in the envelope provided to be received no later than the time the Exchange Offer expires.

If you have questions, please call the Information Agent at the toll-free number on the back cover of this Offer to Exchange. See “The Exchange Offer—Procedure for Tendering.”

If I recently purchased Series G ADSs or Series H ADSs, can I still tender my Series G ADSs or Series H ADSs in the Exchange Offer?

Yes. If you have recently purchased Series G ADSs or Series H ADSs, you may tender those Series G ADSs or Series H ADSs in the Exchange Offer but you must make sure that your transaction settles prior to the expiration date.

What must I do if I want to withdraw my Series G ADSs or Series H ADSs from the Exchange Offer?

If your Series G ADSs or Series H ADSs are registered in your name, in order to withdraw your Series G ADSs or Series H ADSs from the Exchange Offer, you must deliver a written notice of withdrawal to the Exchange Agent at the appropriate address specified on the back cover of this Offer to Exchange prior to the expiration of the Exchange Offer or, after the expiration of the Exchange Offer, you may withdraw any Series G ADSs or Series H ADSs that you tendered that are not accepted by us within 40 business days after the commencement of the Exchange Offer. Your notice of withdrawal must comply with the requirements set forth in this Offer to Exchange. If you have questions, please call the Information Agent at the toll-free number below.

If you tendered your Series G ADSs or Series H ADSs through DTC, a withdrawal of your Preferred Shares will be effective if you and your broker or other securities intermediary comply with the appropriate procedures of DTC’s automated system prior to the expiration of the Exchange Offer or after the expiration of 40 business days after the commencement of the Exchange Offer. Any notice of withdrawal must identify the Series G ADSs or Series H ADSs to be withdrawn, including, if held through DTC, the name and number of the account at DTC to be credited and otherwise comply with the procedures of DTC. Your broker or other securities intermediary can assist you with this process.

See “The Exchange Offer—Withdrawal of Tenders.”

Whom do I call if I have any questions on how to tender my Series G ADSs or Series H ADSs or any other questions relating to the Exchange Offer?

Questions related to the terms of the Exchange Offer and requests for assistance, as well as for additional copies of this Offer to Exchange, the letters of transmittal or any other documents, may be directed to the Information Agent using the contact information set forth on the back cover of this Offer to Exchange or by telephone toll-free at (888) 607-9252.

Where can I find more information about Navios Maritime Holdings Inc.?

For more information, see our most recent Annual Report on Form 20-F and reports on Form 6-K, which are available online at the SEC website (www.sec.gov) and our website (www.navios.com), and are also available from us upon request. See “Where You Can Find More Information.”

RISK FACTORS

You should carefully consider the risks and uncertainties described throughout this Offer to Exchange, including those described below, and the risk factors set forth in Item 3D to our most recent Annual Report on Form 20-F describing the risks of investment in our securities, before you decide whether to tender your Series G ADSs or Series H ADSs.

Risks Associated with the Exchange Offer

Our ability to pay dividends on our Common Stock is limited by the requirements of Marshall Islands law.

Marshall Islands law provides that we may pay dividends on our Common Stock only to the extent that assets are legally available for such purposes. Legally available assets generally are limited to our surplus, which essentially represents our retained earnings and the excess of consideration received by us for the sale of shares above the par value of the shares. In addition, under Marshall Islands law we may not pay dividends on our Common Stock if we are insolvent or would be rendered insolvent by the payment of such a dividend or the making of such redemption. In November 2015, we announced that the Board of Directors decided to suspend the quarterly dividend to its common stockholders and no dividends have been paid since that time.

We have not obtained a third-party determination that the Exchange Offer is fair to holders of Series G ADSs or Series H ADSs and Preferred Shares.

Neither we, our Board of Directors, the Information Agent, the Exchange Agent, the Depositary, nor any affiliate of any of the foregoing or any other person is making any recommendation as to whether or not you should tender your Series G ADSs or Series H ADSs in the Exchange Offer. We have not authorized any person to make such a recommendation. We have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of Series G ADSs and Series H ADSs and Preferred Shares for purposes of negotiating the Exchange Offer or preparing a report concerning the fairness of the Exchange Offer. You must make your own independent decision regarding your participation in the Exchange Offer.

Series G ADSs and Series H ADSs that you continue to hold after the Exchange Offer are expected to become less liquid following the Exchange Offer.

Following consummation of the Exchange Offer, the number of Series G ADSs or Series H ADSs that are publicly traded may be reduced and the trading market for the remaining outstanding Series G ADSs or Series H ADSs may be less liquid and market prices may fluctuate significantly depending on the volume of trading in the Series G ADSs or Series H ADSs. Therefore, holders who choose not to tender their Series G ADSs or Series H ADSs will own a greater percentage interest in the remaining outstanding Series G ADSs or Series H ADSs following consummation of the Exchange Offer. This may reduce the volume of trading and make it more difficult to buy or sell significant amounts of Series G ADSs or Series H ADSs without affecting the market price. Furthermore, if the Exchange Offer is completed, the number of outstanding Series G ADSs and Series H ADSs may fall below the requirements for listing of such ADSs on the NYSE. A possible delisting of ADSs from the NYSE, along with decreased liquidity, may make it more difficult for holders of Series G ADSs or Series H ADSs that do not tender to sell their Series G ADSs or Series H ADSs.

All Preferred Shares that remain outstanding after the Exchange Offer will have priority over our Common Stock with respect to payment in the event of a voluntary or involuntary liquidation, dissolution or winding up.

In any voluntary or involuntary liquidation, dissolution or winding up of the Company, our Common Stock would rank below all of our Preferred Shares, including any Preferred Shares underlying Series G ADSs or Series H ADSs that are not tendered and accepted by us in the Exchange Offer. As a result, holders of our Common Stock will not be entitled to receive any payment or other distribution of assets upon such liquidation, dissolution or winding up until our obligations to the holders of Preferred Shares have been satisfied.

General Risks

We may enter into transactions that could affect our operations.

We routinely evaluate potential acquisitions, dispositions and other transactions. As a result, we have in the past engaged, and expect in the future to engage in discussions and negotiations regarding potential transactions. There can be no assurance that any of our discussions or negotiations will result in a transaction or, if they do, that such transaction will enhance our operations or profitability. Any such transactions could be material to the Company’s operations and involve the Company incurring significant indebtedness or issuing additional equity securities.

For a further discussion of other factors that could impact our results, performance or transactions, see the section entitled “Risk Factors.” Key Information beginning on page 5 of our Annual Report on Form 20-F for the year ended December 31, 2015 which we filed with the SEC and incorporated herein by reference.

Tax Risks

In addition to the following risk factors, you should read “Certain U.S. Federal Income Tax Considerations” in this Offer to Exchange. The U.S. federal income tax consequences of participating (or declining to participate) in the Exchange Offer are complex and, accordingly, you are urged to consult with your own tax advisor.

The tax consequences of the Exchange Offer are complex and will vary depending on your particular facts and circumstances.

The U.S. federal income tax consequences to you of participating in the Exchange Offer are complex and will vary depending on certain facts and circumstances. You generally will be treated as having exchanged your Series G ADSs or Series H ADSs for Common Stock pursuant to a “recapitalization” and you generally will not recognize gain or loss for U.S. federal income tax purposes. Please see “Certain U.S. Federal Income Tax Considerations” in this Offer to Exchange. Because the U.S. federal income tax consequences of the Exchange Offer are complex, you are urged to consult with your own tax advisor.

If the Exchange Offer is completed, the number of outstanding Series G ADSs and Series H ADSs may fall below the requirements for listing of such Series G ADSs and Series H ADSs on the NYSE and a delisting of ADSs from the NYSE may have adverse tax consequences to you if you continue to own Series G ADSs and Series H ADSs.

If the Exchange Offer is completed, the number of outstanding Series G ADSs and Series H ADSs may fall below the requirements for listing of such Series G ADSs or Series H ADSs on the NYSE and a delisting of the Series G ADSs or Series H ADSs from the NYSE may occur. If a delisting of the Series G ADSs or Series H ADSs were to occur, it may result in a loss of preferential capital gain tax rates for certain dividends received by certain non-corporate U.S. holders of such Series G ADSs or Series H ADSs, and loss of the ability to make a “mark-to-market” election with respect to such Series G ADSs or Series H ADSs by U.S. holders in the event we are treated as a passive foreign investment company for U.S. federal income tax purposes.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Offer to Exchange contains forward-looking statements. Statements included in this Offer to Exchange which are not historical facts (including our statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business, and the markets in which we operate, as well as the benefits of the Offer to Exchange. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements appear in a number of places and include statements with respect to, among other things:

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the factors included in this Offer to Exchange, including those set forth under the heading “Risk Factors,” and in our Annual Report on Form 20-F for the year ended December 31, 2015, including those set forth under the heading “Information on the Company” and “Key Information—Risk Factors;”

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our ability to make cash distributions on the Preferred Shares and our Common Stock;

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the strength of world economies;

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fluctuations in currencies and interest rates;

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general market conditions, including fluctuations in charter hire rates and vessel values;

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changes in production or demand in the dry cargo shipping industry;

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changes in our operating expenses, including changes in crew salaries, provisions, repairs, maintenance and overhead expenses, bunker prices, drydocking and insurances costs;

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expectations of dividends;

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distributions from affiliates;

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our ability to maintain compliance with the continued listing standards of the NYSE;

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changes in governmental rules and regulations or actions taken by regulatory authorities;

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potential liability from pending or future litigation;

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general domestic and international political conditions;

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potential disruption of shipping routes due to accidents or political events; and

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other important factors described from time to time in our periodic reports filed with the SEC.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this document, except as required by applicable law. For a further discussion of these and other factors that could impact the company’s future results, performance or transactions, see the section entitled “Risk Factors.” Key Information beginning on page 5 of our Annual Report on Form 20-F for the year ended December 31, 2015 which we filed with the SEC as well as the section herein titled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us.

THE EXCHANGE OFFER

No Recommendation

THE EXCHANGE OF SERIES G ADSS OR SERIES H ADSS FOR SHARES OF COMMON STOCK IN THE EXCHANGE OFFER MAY NOT BE SUITABLE FOR YOU. NEITHER WE, OUR BOARD OF DIRECTORS, THE INFORMATION AGENT, THE EXCHANGE AGENT, THE DEPOSITARY, NOR ANY AFFILIATE OF ANY OF THE FOREGOING OR ANY OTHER PERSON IS MAKING ANY RECOMMENDATION AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR SERIES G ADSS OR SERIES H ADSS IN THE EXCHANGE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE SUCH A RECOMMENDATION. YOU MUST MAKE YOUR OWN INVESTMENT DECISION REGARDING THE EXCHANGE OFFER BASED UPON YOUR OWN ASSESSMENT OF THE MARKET VALUE OF THE SERIES G ADSS OR SERIES H ADSS, YOUR LIQUIDITY NEEDS, YOUR INVESTMENT OBJECTIVES AND ANY OTHER FACTORS YOU DEEM RELEVANT. BEFORE YOU MAKE YOUR DECISION, WE URGE YOU TO CAREFULLY READ THIS OFFER TO EXCHANGE IN ITS ENTIRETY, INCLUDING THE INFORMATION SET FORTH UNDER “RISK FACTORS” AND THE INFORMATION INCORPORATED BY REFERENCE HEREIN. WE ALSO URGE YOU TO CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS IN MAKING YOUR OWN DECISIONS ON WHAT ACTION, IF ANY, TO TAKE IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES.

Terms of the Exchange Offer

We are offering to exchange newly issued shares of Common Stock for any or all Series G ADSs or Series H ADSs. If all conditions to the Exchange Offer are satisfied or waived, we will acquire Series G ADSs or Series H ADSs from all tendering holders, except that only whole shares of Common Stock will be delivered. You will receive cash in lieu of any entitlement to a fraction of a share of Common Stock.

We are making the Exchange Offer only to holders of Series G ADSs and Series H ADSs in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(9) of the Securities Act. We will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting tenders from holders of Preferred Shares. Our officers, directors and employees may solicit tenders from holders of Preferred Shares and will answer inquiries concerning the Exchange Offer, but they will not receive additional compensation for soliciting tenders or answering any such inquiries.

Georgeson LLC is acting as Information Agent, and The Bank of New York Mellon is acting as Exchange Agent in connection with the Exchange Offer. The Information Agent may contact holders of Preferred Shares and the underlying Series G ADSs or Series H ADSs by mail, telephone, facsimile and/or other customary means and may request brokers and other securities intermediaries to forward materials relating to the Exchange Offer to beneficial owners. The Information Agent and the Exchange Agent will each receive reasonable and customary compensation for their respective services and will be reimbursed by us for reasonable out-of-pocket expenses. The Information Agent and the Exchange Agent will be indemnified against certain liabilities in connection with the Exchange Offer, including certain liabilities under the federal securities laws.

In addition, we will request that brokers and other securities intermediaries forward copies of this Offer to Exchange to the beneficial owners of Series G ADSs and Series H ADSs, and will provide reimbursement for the cost of forwarding such material. We will not pay any fees or commissions to brokers, other securities intermediaries or other persons (other than as described above) for soliciting tenders from holders of Preferred Shares in connection with the Exchange Offer.

You should rely only on the information contained in this Offer to Exchange. Except as described above, we have no arrangements for and have no understanding with any dealer, salesman or other person regarding the

solicitation of tenders hereunder. None of us, the Depositary, the Exchange Agent or the Information Agent has authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither the delivery of this Offer to Exchange nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or its subsidiaries since the respective dates as of which information is given in this Offer to Exchange. We are offering to acquire, and are seeking tenders from holders of the Series G ADSs or Series H ADSs and Preferred Shares only in U.S. jurisdictions where the offers or tenders are permitted pursuant to the laws of such jurisdiction.

Registered holders who tender their Series G ADSs or Series H ADSs directly to us through the Exchange Agent will not have to pay any fees or commissions. Any fees due to the Depositary for cancellation of the tendered Series G ADSs and Series H ADSs will be paid by the Company. Holders who tender their Series G ADSs or Series H ADSs through a broker or other securities intermediary may be charged a fee by their broker or other securities intermediary for doing so. Such holders should consult their broker or other securities intermediary to determine whether any charges will apply.

The term “expiration date” means 11:59 p.m., New York City Time, on April 18, 2017, unless we extend the period of time for which the Exchange Offer with respect to Series G ADSs or Series H ADSs is open, in which case the term “expiration date” means the latest time and date on which the Exchange Offer with respect to such series of Series G ADSs or Series H ADSs, as so extended, expires.

If the Exchange Offer expires or terminates without any Series G ADSs or Series H ADSs being accepted by us following the expiration or termination of the Exchange Offer, you will continue to hold your Series G ADSs or Series H ADSs.

Conditions of the Exchange Offer

Subject to Rule 14e-1(c) under the Exchange Act, it is a condition to the closing of the Exchange Offer that none of the following circumstances exist:

any litigation regarding the Exchange Offer;

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challenging or seeking to make illegal, materially delay, restrain or prohibit the Exchange Offer or our acceptance of tendered Series G ADSs or Series H ADSs; or

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which could have a material adverse effect on us;

delivery of shares of Common Stock in exchange for Series G ADSs or Series H ADSs would not be permitted under the Republic of Marshall Islands law.

reasonable judgment, determine whether any condition to the Exchange Offer exists and, if so, whether any such condition(s) may be waived and whether such condition(s) should be waived. If any condition to the Exchange Offer exists on the expiration date and we do not or cannot waive such condition(s), the Exchange Offer will expire and we will not accept the Series G ADSs or Series H ADSs that have been validly tendered. In addition, we reserve the right, in our sole discretion, but subject to applicable law, to terminate the Exchange Offer at any time prior to the expiration date of the Exchange Offer.

Extension, Termination and Amendment

We expressly reserve the right, at any time and from time to time, to extend the period of time during which the Exchange Offer with respect to the Series G ADSs and Series H ADSs is open, in our sole discretion. We will extend the expiration date of the Exchange Offer if required by applicable law or regulation or for any reason we deem appropriate. During any such extension, all Series G ADSs or Series H ADSs previously tendered and not validly withdrawn will remain subject to the Exchange Offer and subject to your right to withdraw your Series G ADSs or Series H ADSs in accordance with the terms of the Exchange Offer.

Subject to the SEC’s applicable rules and regulations, we reserve the right, at any time or from time to time, to:

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amend or make changes to the terms of the Exchange Offer, including the conditions to the Exchange Offer;

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delay our acceptance or our acquisition of any Series G ADSs or Series H ADSs pursuant to the Exchange Offer or terminate the Exchange Offer and not accept or acquire any Series G ADSs or Series H ADSs not previously accepted or acquired, upon the determination that any of the conditions of the Exchange Offer exist and have not been waived, as determined by us; and

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waive any condition.

We will follow any extension, termination, amendment or delay, as promptly as practicable, with a public announcement. In the case of an extension, any such announcement will be issued no later than 9:00 a.m., New York City Time, on the next business day after the previously scheduled expiration date. If we amend the Exchange Offer in a manner we determine to constitute a material change, we will promptly disclose the amendment as required by law and, depending on the significance of the amendment and the manner of disclosure to the registered holders, we will extend the Exchange Offer as required by law if the Exchange Offer would otherwise expire during that period.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension termination or amendment of the Exchange Offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to an appropriate news agency.

If we make a material change in the terms of the Exchange Offer or the information concerning the Exchange Offer, or if we waive a material condition of the Exchange Offer, we will extend the Exchange Offer to the extent required under the Exchange Act. If, prior to the expiration date, we increase or decrease the percentage of Series G ADSs or Series H ADSs being sought or increase or decrease the consideration, or change the type of consideration, offered to holders of Series G ADSs or Series H ADSs, such modification will be applicable to all holders of Series G ADSs or Series H ADSs whose Series G ADSs or Series H ADSs are accepted pursuant to the Exchange Offer and, if, at the time notice of any such modification is first published, sent or given to holders of Series G ADSs or Series H ADSs, the Exchange Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that such notice is first so published, sent or given, the Exchange Offer will be extended until the expiration of such ten business day period. For purposes of the Exchange Offer, a “business day” means any day other than a Saturday, Sunday or a federal holiday and consists of the time period from 12:01 a.m. through 11:59 p.m., New York City Time.

We reserve the right, in our sole discretion, but subject to applicable law, to terminate the Exchange Offer at any time prior to the expiration date of the Exchange Offer.

Tender of Series G ADSs or Series H ADSs; Acceptance of Series G ADSs or Series H ADSs

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), we will acquire, promptly after the expiration date, by accepting, Series G ADSs or Series H ADSs validly tendered and not properly withdrawn promptly after the expiration date. The settlement date is expected to be as soon as practicable after the expiration date. In addition, subject to the applicable rules of the SEC, we expressly reserve the right to delay acceptance of, or the acquisition of, any Series G ADSs or Series H ADSs in order to comply with any applicable law. The reservation of this right to delay the acceptance or acquisition of, or payment for, the Series G ADSs or Series H ADSs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or to return the Series G ADSs or Series H ADSs deposited by, or on behalf of, holders, promptly after the termination or withdrawal of the Exchange Offer.

For purposes of the Exchange Offer, we will be deemed to have accepted (and thereby acquired) Series G ADSs and Series H ADSs validly tendered, and not properly withdrawn, if and when we notify the Exchange Agent of our acceptance of the tenders from the holders of Series G ADSs or Series H ADSs pursuant to the Exchange Offer. Upon the terms and subject to the conditions of the Exchange Offer, we will deliver shares of Common Stock in exchange for Series G ADSs or Series H ADSs to the Exchange Agent, which will act as agent for tendering holders for the purpose of receiving the shares of Common Stock from us and transmitting such shares of Common Stock through a book-entry transfer or otherwise to such tendering holders whose Series G ADSs or Series H ADSs have been accepted. Common Stock delivered to tendering registered holders of Series G ADSs and Series H ADSs will be registered as requested in those holders’ letters of transmittal in uncertificated form and the transfer agent for our Common Stock will send written confirmations of that registration to the person registered as holder. Common Stock delivered to tendering holders of Series G ADSs and Series H ADSs that hold through securities accounts with direct or indirect participants in DTC will be registered in the name of DTC’s nominee and security entitlements will be allocated by DTC and DTC participants to those holders’ securities accounts.

Under no circumstances will we pay interest on the consideration payable for Series G ADSs or Series H ADSs, regardless of any delay in making such delivery or extension of the expiration date.

If, prior to the expiration date, we increase the consideration to be paid for each Series G ADS or Series H ADS tendered pursuant to this Exchange Offer, we will pay or deliver such increased consideration for all such Series G ADSs or Series H ADSs acquired pursuant to the Exchange Offer, whether or not such Series G ADSs or Series H ADSs were tendered prior to such increase in consideration.

If certain events occur, we may not be obligated to acquire Series G ADSs or Series H ADSs pursuant to the Exchange Offer. See “The Exchange Offer—Conditions of the Exchange Offer.”

In all cases, delivery to a tendering holder of the consideration for Series G ADSs or Series H ADSs accepted pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) the appropriate letter of transmittal (or a manually signed photocopy), properly completed and duly executed, the ADRs evidencing the Series G ADSs or Series H ADSs, if any, and any other documents required by the letter of transmittal or (ii) where applicable, the confirmation of a book-entry transfer of the Series G ADSs or Series H ADSs into the designated account at DTC (the book-entry transfer facility) (a “Book-Entry Confirmation”) pursuant to the procedures set forth in “The Exchange Offer—Procedure for Tendering.”

If we do not accept any tendered Series G ADSs or Series H ADSs pursuant to the terms and conditions of the Exchange Offer for any reason, those Series G ADSs or Series H ADSs will be credited back to the appropriate account (or ADRs will be returned) promptly following expiration or termination of the Exchange Offer.

All Series G ADSs and Series H ADSs that are validly tendered and accepted by us in the Exchange Offer will, upon our instruction, be surrendered by the Exchange Agent to the Depositary for cancellation, and the Preferred Shares underlying those Series G ADSs or Series H ADSs will be delivered by the Depositary’s custodian to us for cancellation.

Fractional Shares

Procedure for Tendering

Registered Holders. In order for a holder that holds Series G ADSs or Series H ADSs on the record books of the Depositary to validly tender Series G ADSs or Series H ADSs pursuant to the Exchange Offer, the appropriate letter of transmittal (or a manually signed photocopy), properly completed and duly executed, the ADRs evidencing the Series G ADSs or Series H ADSs, if any, and any other documents required by the appropriate letter of transmittal must be received by the Exchange Agent at the address set forth on the back cover of this Offer to Exchange prior to the expiration date.

Holders in DTC. In order for a holder that holds Series G ADSs or Series H ADSs in a securities account with a broker or other securities intermediary to validly tender Series G ADSs or Series H ADSs pursuant to the Exchange Offer, the Series G ADSs and Series H ADSs must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary prior to the expiration date. The Depositary will designate accounts with respect to the Series G ADSs and Series H ADSs at DTC, the book-entry transfer facility, for purposes of the Exchange Offer within two business days after the date of this Offer to Exchange. The holder should provide its broker or other securities intermediary with any specific instructions to be followed when such brokers or other securities intermediaries tender Series G ADSs or Series H ADSs through DTC. Any securities intermediary that is a participant in the system of DTC may make a book-entry delivery of Series G ADSs or Series H ADSs by causing DTC to transfer those Series G ADSs or Series H ADSs into a designated account at DTC in accordance with DTC’s procedures for transfer. The securities intermediary must also send the Exchange Agent an Agent’s Message, which is a message transmitted to the Exchange Agent by the tendering DTC participant confirming that the participant has received a copy of the Offer to Exchange and the letter of transmittal and that the Company may enforce the terms of the Exchange Offer against the participant.

Fees. If you are the record owner of Series G ADSs or Series H ADSs and you tender your Series G ADSs or Series H ADSs directly to the Exchange Agent, you will not be obligated to pay any charges or expenses of the Depositary or any brokerage commissions. If you own your Series G ADSs or Series H ADSs through a broker or other securities intermediary, and your broker or other securities intermediary tenders the Series G ADSs or Series H ADSs on your behalf, such institution may charge you a fee for doing so. You should consult your broker or other securities intermediary to determine whether any charges will apply.

Transfer Taxes. We will pay any transfer taxes imposed by the United States or the Marshall Islands or any jurisdiction therein with respect to the exchange of Series G ADSs or Series H ADSs pursuant to the Exchange Offer (for the avoidance of doubt, transfer taxes do not include income or back-up withholding taxes). If a transfer tax is imposed for any reason other than the exchange of Series G ADSs or Series H ADSs pursuant to

the Exchange Offer, or by any jurisdiction outside the United States or the Marshall Islands, then the amount of such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holders.

No Guaranteed Delivery. There are no guaranteed delivery provisions provided for by the Company in connection with the Exchange Offer under the terms of this Offer to Exchange or any other related documents. Holders must tender their Series G ADSs or Series H ADSs in accordance with the procedures set forth above so that all required steps are completed prior to the expiration date.

Effects of Tenders

By tendering your Series G ADSs or Series H ADSs as set forth above, you irrevocably appoint the Exchange Agent and the Company and their designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your Series G ADSs or Series H ADSs tendered and accepted by us, including to (i) transfer the tendered Series G ADSs and Series H ADSs to, or to the order of, the Company and (ii) surrender the tendered Series G ADSs and Series H ADSs and instruct the Depositary to deliver the underlying Preferred Shares to, or to the order of, the Company. Such appointment will be automatically revoked if we do not accept all of the Series G ADSs or Series H ADSs that you have tendered. All such powers and proxies shall be considered coupled with an interest in the tendered Series G ADSs or Series H ADSs and therefore shall not be revocable; provided that the Series G ADSs or Series H ADSs tendered pursuant to the Exchange Offer may be withdrawn at any time on or prior to the expiration date, as it may be extended by us, and unless theretofore accepted and not returned as provided for herein, may also be withdrawn after the expiration of 40 business days after the commencement of the Exchange Offer, subject to the withdrawal rights and procedures set forth below. Upon the effectiveness of such appointment, all prior proxies or consents given by you will be revoked, and no subsequent proxies or consents may be given (and, if given, will not be deemed effective) unless the tendered Preferred Shares is validly withdrawn.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Series G ADSs or Series H ADSs in the Exchange Offer, and our determination shall be final and binding, subject to a holder challenging our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary. We reserve the right to reject any and all tenders from the holders of Series G ADSs or Series H ADSs in the Exchange Offer determined by us not to be in proper form or the acceptance or acquisition of which may, in our opinion, be unlawful. No alternative, conditional or contingent tenders will be accepted and no fractional Series G ADSs or Series H ADSs will be purchased.

Subject to the applicable rules and regulations of the SEC, we also reserve the right to waive, prior to the expiration date, in our sole discretion, any of the conditions to the Exchange Offer, including the absolute right to waive any defect or irregularity in the tender of any Series G ADSs or Series H ADSs in the Exchange Offer. No tender of Series G ADSs or Series H ADSs in the Exchange Offer will be deemed to have been made until all defects and irregularities in the tender of such Series G ADSs or Series H ADSs in the Exchange Offer have been cured or waived. Neither we, the Exchange Agent, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Series G ADSs or Series H ADSs in the Exchange Offer or will incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Exchange Offer (including the letters of transmittal and instructions thereto) will be final and binding, subject to a challenge to our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary.

Withdrawal of Tenders

You may validly withdraw Series G ADSs or Series H ADSs that you tender at any time prior to the expiration date of the Exchange Offer, which is 11:59 p.m., New York City Time, on April 18, 2017, unless we extend it. Any Series G ADSs or Series H ADSs not accepted will be credited back to the appropriate account (or ADRs

will be returned) promptly following the expiration or termination of the Exchange Offer. In addition, after the expiration of the Exchange Offer, you may withdraw any Series G ADSs or Series H ADSs that you tendered that are not accepted by us within 40 business days after the commencement of the Exchange Offer.

In the case of a registered holder of Series G ADSs or Series H ADSs, for a withdrawal to be effective, you must deliver a written notice of withdrawal to the Exchange Agent at the appropriate address specified on the back cover of this Offer to Exchange prior to the expiration date or, if your Series G ADSs or Series H ADSs are not previously accepted by us, after the expiration of 40 business days after the commencement of the Exchange Offer. Any notice of withdrawal must identify the holder of the ADSs to be withdrawn, the number of Series G ADSs or Series H ADSs to be withdrawn, and the number of any ADRs evidencing the Series G ADSs or Series H ADSs to be withdrawn. Your notice of withdrawal must comply with the requirements set forth in this Offer to Exchange. If you tendered Series G ADSs or Series H ADSs pursuant to the procedures for a book-entry transfer, a withdrawal of Series G ADSs or Series H ADSs will only be effective if you comply with the appropriate DTC procedures prior to the expiration date of the Exchange Offer or, if your Series G ADSs or Series H ADSs are not previously accepted by us, after the expiration of 40 business days after the commencement of the Exchange Offer.

If we extend the Exchange Offer, are delayed in our acceptance of the Series G ADSs or Series H ADSs or are unable to accept Series G ADSs or Series H ADSs pursuant to the Exchange Offer for any reason, then, without prejudice to our rights under the Exchange Offer, the Exchange Agent may retain tendered Series G ADSs or Series H ADSs, and those Series G ADSs or Series H ADSs may not be withdrawn except as otherwise provided in this Offer to Exchange, subject to provisions under the Exchange Act that provide that an issuer making a tender offer shall either pay the consideration offered or return tendered securities promptly after the termination or withdrawal of the tender offer.

All questions as to the validity, form and eligibility, including time or receipt, of notices of withdrawal will be determined by us. Our determination will be final and binding on all parties, subject to a holder challenging our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary. Any Series G ADSs or Series H ADSs withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer, and no consideration will be given, unless the Series G ADSs or Series H ADSs so withdrawn are validly re-tendered and not properly withdrawn. Properly withdrawn Series G ADSs or Series H ADSs may be re-tendered by following the procedures described above under “The Exchange Offer—Procedure for Tendering” at any time prior to the expiration date of the Exchange Offer.

None of us, the Exchange Agent, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Series G ADSs or Series H ADSs properly withdrawn will be deemed to not have been validly tendered for purposes of the Exchange Offer.

Source and Amount of Funds

The Exchange Offer is not conditioned upon our receipt of financing. We intend to fund any payments for fractional shares of Common Stock by having the Exchange Agent, DTC or a DTC participant aggregate and sell any fractional entitlements and then provide each holder of Series G ADSs or Series H ADSs entitled to a portion of the net proceeds of that sale a portion of the proceeds.

Liquidity; Listing

The Common Stock, Series G ADSs and Series H ADSs are all currently listed and traded on the NYSE.

Following the completion of the Exchange Offer, the number of Series G ADSs or Series H ADSs that are publicly traded may be reduced. Therefore, holders who choose not to tender their Series G ADSs or Series H

ADSs will own a greater percentage interest in our outstanding Series G ADSs or Series H ADSs. This may reduce the volume of trading and make it more difficult to buy or sell significant amounts of Series G ADSs or Series H ADSs without affecting the market price. See “Risk Factors—Risks Associated with the Exchange Offer—Series G ADSs or Series H ADSs that you continue to hold after the Exchange Offer are expected to become less liquid following the Exchange Offer.”

Certain Legal and Regulatory Matters

Except as set forth in this Offer to Exchange, we are not aware of any material filing, approval or other action by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition or ownership of Preferred Shares underlying Series G ADSs or Series H ADSs. We intend to make all required filings under the Exchange Act.

Subsequent Repurchases of Series G ADSs or Series H ADSs

Whether or not the Exchange Offer is consummated, subject to applicable contractual restrictions, the terms of our Articles of Incorporation and applicable law, we or our affiliates may from time to time acquire Series G ADSs or Series H ADSs, other than pursuant to the Exchange Offer, through open market purchases, privately negotiated transactions, exchange offers, exercise of optional redemption rights, offers to purchase, upon such terms and at such prices as we may determine, which may be more or less than the amount to be paid pursuant to the Exchange Offer and could be paid in cash or other consideration not provided for in this Exchange Offer. However, we have no current plan or commitment to do so. Until the expiration of at least ten business days after the date of termination of the Exchange Offer, neither we nor any of our affiliates will make any purchases of Series G ADSs or Series H ADSs otherwise than pursuant to the Exchange Offer. If required by Rule 13e-3 under the Exchange Act, any subsequent repurchases will be made in accordance with Rule 13e-3 and any other applicable provisions of the Exchange Act.

Exchange Agent

We have retained The Bank of New York Mellon as the Exchange Agent. We will pay the Exchange Agent reasonable and customary compensation for its services in connection with the Exchange Offer and reimburse it for its reasonable out-of-pocket expenses.

Information Agent

Georgeson LLC is serving as Information Agent in connection with the Exchange Offer. The Information Agent will assist with the mailing of this Offer to Exchange and related materials to holders of Series G ADSs and Series H ADSs, respond to inquiries of and provide information to holders of Series G ADSs and Series H ADSs in connection with the Exchange Offer, and provide other similar advisory services as we may request from time to time. Questions regarding the terms of the Exchange Offer, and requests for assistance or for additional copies of this Offer to Exchange and any other required documents, may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Exchange.

Expenses

We expect to incur reasonable and customary fees and expenses of approximately $0.75 million in connection with the Exchange Offer. We also will pay brokers and other securities intermediaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Exchange Offer, the letters of transmittal and related documents to the beneficial owners of Series G ADSs or Series H ADSs and in handling or forwarding of Series G ADSs or Series H ADSs by their customers.

In connection with the Exchange Offer, our officers, directors and employees may solicit tenders from the holders of Series G ADSs or Series H ADSs by use of the mails, personally or by telephone, facsimile, telegram, electronic communication or other similar methods.

No brokerage commissions will be payable by tendering holders of Series G ADSs or Series H ADSs to us, the Information Agent or the Depositary. The Company will pay any fees due to the Depositary for the cancellation of the tendered Series G ADSs and Series H ADSs. Holders who tender their Series G ADSs or Series H ADSs through a broker or other securities intermediary should contact such institution as to whether it charges any service fees.

Additional Information

Pursuant to Exchange Act Rule 13e-4, we have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), which contains additional information with respect to the Exchange Offer. We will file an amendment to the Schedule TO to report any material changes in the terms of the Exchange Offer and to report the final results of the Exchange Offer as required by Exchange Act Rule 13e-4(c)(3) and 13e-4(c)(4), respectively. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under “Where You Can Find More Information.”

SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding beneficial ownership, as of March 31, 2016, of our Common Stock by each of our executive officers and directors. The information is not necessarily indicative of beneficial ownership for any other purposes. Under SEC rules, a person or entity beneficially owns any shares that the person or entity had the right to acquire within 60 days after March 31, 2016 through the exercise of any option or other right. The percentage disclosed under “Percentage of Common Stock Owned” is based on all outstanding Common Stock (109,518,219 shares). Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table. Information for certain holders is based on information delivered to us.


Name	Shares of Common Stock Owned		Percentage of Common Stock Owned
Angeliki Frangou(1)(2)		32,329,427		28.5	%
George Achniotis		*		*
Ted C. Petrone		*		*
Vasiliki Papaefthymiou		*		*
Anna Kalathakis		*		*
Shunji Sasada		*		*
Leonidas Korres		*		*
Efstratios Desypris		*		*
Ioannis Karyotis		*		*
Erifili Tsironi		*		*
Spyridon Magoulas		*		*
John Stratakis		*		*
Efstathios Loizos		*		*
George Malanga		*		*

*	Less than 1%.

(1)	Angeliki Frangou has filed a Section 13D amendment indicating that she intends, subject to market conditions, to purchase up to $20.0 million of Common Stock and as of March 20, 2017, she had purchased approximately $10.0 million of Common Stock.

(2)	The amount and nature of beneficial ownership and the percentage of Common Stock owned includes 3,575,665 options, each for one share, vested but not yet exercised and 500,401 unvested options, each for one share, which will vest within 60 days of the date thereof.

Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and investment power. Unless otherwise indicated in the footnotes to the table above, the business address of the stockholders listed above is c/o Navios Maritime Holdings Inc., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco.

There have been no purchase or sale transactions in the Common Stock by the Company or its executive officers and directors in the 60 days preceding the date of this Offer to Exchange.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DISTRIBUTIONS

The following table sets forth our ratio of earnings to combined fixed charges and preferred distributions for the periods indicated (expressed in thousands of U.S. Dollars):


	Nine Months Ended September 30, 2016			Year Ended December 31, 2015			Year Ended December 31, 2014
Ratio of Earnings to Combined Fixed Charges(1)		(A	)		(A	)		(A	)
(A) Additional pre-tax income from continuing operations before adjustment for income or loss from equity investees necessary to generate a ratio of earnings to fixed charges of 1.00.		57,633			148,065			76,272

(1)

For purposes of computing our ratio of earnings to fixed charges on a consolidated basis, earnings is the result of adding (a) pre-tax income from continuing operations before adjustment for minority interest in consolidated subsidiaries or income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, and (d) distributed income of equity investees, and subtracting (a) interest capitalized and (b) preference security dividend requirements of consolidated subsidiaries. Fixed charges represent (i) interest expensed and capitalized, (ii) amortized premiums, discounts and capitalized expenses related to indebtedness, (iii) interest within time-charter hire and rental expense, and (iv) preference security dividend requirements of consolidated subsidiaries.

MARKET PRICE AND DIVIDEND INFORMATION

Market Price of and Dividends on the Common Stock

Our Common Stock is listed for trading on the NYSE under the symbol “NM.”

The following table sets forth, for the periods indicated, the high and low closing prices for our Common Stock, as reported on the NYSE, for the periods indicated. The last reported sale price of our Common Stock on the NYSE on March 20, 2017 was $1.77 per share of Common Stock.


	Price Range
	High		Low
Quarter Ended:
December 31, 2016	$	1.69	$	1.14
September 30, 2016	$	1.42	$	0.79
June 30, 2016	$	1.66	$	0.57
March 31, 2016	$	1.75	$	0.68
December 31, 2015	$	3.26	$	1.13
September 30, 2015	$	4.51	$	2.42
June 30, 2015	$	4.31	$	3.30
March 31, 2015	$	4.68	$	3.55

Month Ended:
March 31, 2017 (through March 20, 2017)	$	1.85	$	1.61
February 28, 2017	$	2.26	$	1.68
January 31, 2017	$	2.20	$	1.40
December 31, 2016	$	1.69	$	1.14
November 30, 2016	$	2.40	$	1.00
October 31, 2016	$	1.29	$	1.05
September 30, 2016	$	1.42	$	0.98


	Amount of Cash Dividends (amount in millions)		Cash Dividends Paid per Share of Common Stock
Dividends Paid for Quarter Ended:
December 31, 2016		—	$	0.00 per share
September 30, 2016		—	$	0.00 per share
June 30, 2016		—	$	0.00 per share
March 31, 2016		—	$	0.00 per share
December 31, 2015		—	$	0.00 per share
September 30, 2015	$	6.60	$	0.06 per share
June 30, 2015	$	6.40	$	0.06 per share
March 31, 2015	$	6.40	$	0.06 per share

In November 2015, we announced that the Board of Directors decided to suspend the quarterly dividend to its common stockholders and no dividends have been paid since that time.

Market Price of and Dividends on the Series G ADSs and Series G Preferred

Our Series G ADSs are listed for trading on the NYSE under the symbol “NMpG.”

The following table sets forth, for the periods indicated, the high and low closing prices for our Series G ADSs, as reported on the NYSE, for the periods indicated. The last reported sale price of our Series G ADSs on the NYSE on March 20, 2017 was $12.25 per Series G ADS.


	Price Range
	High		Low
Quarter Ended:
December 31, 2016	$	10.60	$	4.85
September 30, 2016	$	6.82	$	4.03
June 30, 2016	$	6.03	$	2.82
March 31, 2016	$	11.68	$	2.50
December 31, 2015	$	18.25	$	5.64
September 30, 2015	$	20.47	$	16.50
June 30, 2015	$	22.57	$	19.57
March 31, 2015	$	26.50	$	18.99

Month Ended:
March 31, 2017 (through March 20, 2017)	$	12.44	$	11.01
February 28, 2017	$	12.91	$	11.00
January 31, 2017	$	14.63	$	7.34
December 31, 2016	$	8.46	$	6.09
November 30, 2016	$	10.60	$	5.60
October 31, 2016	$	6.99	$	4.85
September 30, 2016	$	5.82	$	4.99


	Amount of Cash Dividends (amounts in millions)		Cash Dividends Paid Per Series G Preferred
Dividends Paid for Quarter Ended:
December 31, 2016		—		$0.00 per share
September 30, 2016		—		$0.00 per share
June 30, 2016		—		$0.00 per share
March 31, 2016		$1.10		$0.546875 per share
December 31, 2015		$1.10		$0.546875 per share
September 30, 2015		$1.10		$0.546875 per share
June 30, 2015		$1.10		$0.546875 per share
March 31, 2015		$1.10		$0.546875 per share

In February 2016, we announced the suspension of payment of quarterly dividends on the Series G Preferred and no dividends due have been paid on the Series G Preferred since that time.

If the Exchange Offer is successfully completed, the extent of the public market for our traded Series G ADSs and the availability of such quotations would depend upon the number of holders and/or the aggregate market value of our traded Series G ADSs remaining at such time, the interest in maintaining a market in our traded Series G ADSs on the part of securities firms and other factors.

Market Price of and Dividends on the Series H ADSs and Series H Preferred

Our Series H Preferred are listed for trading on the NYSE under the symbol “NMpH.”

The following table sets forth, for the periods indicated, the high and low closing prices for our Series H ADSs, as reported on the NYSE, for the periods indicated. The last reported sale price of our Series H ADSs on the NYSE on March 20, 2017 was $12.12 per Series H ADS.


	Price Range
	High		Low
Quarter Ended:
December 31, 2016	$	10.29	$	4.61
September 30, 2016	$	6.64	$	3.40
June 30, 2016	$	5.80	$	2.76
March 31, 2016	$	11.46	$	2.37
December 31, 2015	$	17.56	$	5.06
September 30, 2015	$	19.30	$	15.63
June 30, 2015	$	22.45	$	18.70
March 31, 2015	$	22.42	$	18.22

Month Ended:
March 31, 2017 (through March 20, 2017)	$	12.21	$	10.64
February 28, 2017	$	12.41	$	10.36
January 31, 2017	$	12.90	$	7.22
December 31, 2016	$	8.34	$	5.86
November 30, 2016	$	10.29	$	5.65
October 31, 2016	$	6.90	$	4.61
September 30, 2016	$	5.67	$	4.75


	Amount of Cash Dividends		Cash Dividends Paid Per Series G Preferred
	(amounts in millions)		Cash Dividends Paid Per Series G Preferred
Dividends Paid for Quarter Ended:
December 31, 2016		—		$0.00 per share
September 30, 2016		—		$0.00 per share
June 30, 2016		—		$0.00 per share
March 31, 2016		$2.60		$0.539063 per share
December 31, 2015		$2.60		$0.539063 per share
September 30, 2015		$2.60		$0.539063 per share
June 30, 2015		$2.60		$0.539063 per share
March 31, 2015		$2.60		$0.5390625 per share

In February 2016, we announced the suspension of payment of quarterly dividends on the Series H Preferred and no dividends due have been paid on the Series H Preferred since that time.

If the Exchange Offer is successfully completed, the extent of the public market for our traded Series H ADSs and the availability of such quotations would depend upon the number of holders and/or the aggregate market value of our traded Series H ADSs remaining at such time, the interest in maintaining a market in our traded Series H ADSs on the part of securities firms and other factors.

COMPARISON OF RIGHTS BETWEEN THE PREFERRED SHARES AND THE COMMON STOCK

The following briefly summarizes the material differences between the rights of holders of Preferred Shares and of holders of the Common Stock to be issued in the Exchange Offer. This comparison is based on the existing Preferred Shares certificates of designation and does not take any of the proposed amendments included in the Preferred Shares’ amended and restated certificates of designation into account. The discussion below is a summary and is qualified in its entirety by reference to our Articles of Incorporation, applicable Republic of the Marshall Islands law and other documents referred to and incorporated by reference herein. We urge you to read these documents for a more complete understanding of the differences between the Preferred Shares and the Common Stock.

Governing Documents

Preferred Shares: The rights of holders of Preferred Shares are set forth in our Articles of Incorporation (including the certificates of designation establishing each of the Series G Preferred and the Series H Preferred) and the Republic of the Marshall Islands law.

Common Stock: The rights of holders of Common Stock are set forth in our Articles of Incorporation and the Republic of the Marshall Islands law.

Dividends

Preferred Shares: Holders of the Series G Preferred are entitled to receive preferential annual cash dividends at a rate of 8.75% per annum per $25.00 stated liquidation preference per Series G Share, and holders of the Series H Preferred are entitled to receive preferential annual cash dividends at a rate of 8.625% per annum per $25.00 stated liquidation preference per Series H Share, when, as and if declared by our board of directors out of legally available funds for such purpose. Dividends on the Preferred Shares are payable quarterly in arrears on each January 15, April 15, July 15 and October 15. Distributions on the Preferred Shares will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not dividends are declared.

Common Stock: Subject to the preferential rights of any other class or series of capital stock, including the Preferred Shares, holders of Common Stock are entitled to receive dividends, as and when declared by our board of directors, out of legally available funds.

Ranking

Preferred Shares: With respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, the Preferred Shares rank (i) senior to all classes or series of our Common Stock, including the Common Stock and to all classes or series of stock now or hereafter authorized, issued or outstanding, the terms of which specifically provide that such stock ranks junior to the Preferred Shares; (ii) on parity with any class or series of stock expressly designated as ranking on parity with the Preferred Shares; and (iii) junior to any class or series of stock expressly designated as ranking senior to the Preferred Shares. The Preferred Shares will also rank junior in right of payment to the Company’s other existing and future debt obligations.

Common Stock: The Common Stock ranks junior with respect to dividend rights and the distribution of assets upon our liquidation, dissolution or winding up to the Preferred Shares.

Voting Rights

Preferred Shares: The Preferred Shares have no voting rights except as set forth below or as otherwise provided by Marshall Islands law. In the event that one quarterly dividend payable on the Preferred Shares is in arrears

(whether or not such dividend shall have been declared and whether or not there are profits, surplus, or other funds legally available for the payment of dividends), we shall use commercially reasonable efforts to obtain an amendment to our Articles of Incorporation to effectuate any and all such changes thereto as may be necessary to permit the holders of the Preferred Shares to exercise the voting rights described in clause (x) of the following sentence. If and when dividends payable on the Preferred Shares are in arrears for six or more quarterly periods, whether or not consecutive (and whether or not such dividends shall have been declared and whether or not there are profits, surplus, or other funds legally available for the payment of dividends), then (x) if our Articles of Incorporation have been amended as described in the preceding sentence, the holders of Preferred Shares will have the right, voting as a class together with holders of any other parity securities upon which like voting rights have been conferred and are exercisable, to elect one member of our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity securities upon which like voting rights have been conferred and with which the each series of Preferred Shares voted as a class for the election of such director), and (y) if our Articles of Incorporation have not been amended as described in the preceding sentence, then, until such amendment is fully approved and effective, the dividend rate on the Preferred Shares shall increase by 25 basis points. There can be no assurance that any such amendment to our Articles of Incorporation will be approved by our common stockholders. For avoidance of doubt, commercially reasonable efforts shall not be deemed to include the requirement to pay any consent or other fee to obtain such amendment. Dividends payable on the Preferred Shares will be considered to be in arrears for any quarterly period for which full cumulative dividends through the most recent dividend payment date have not been paid on all outstanding Preferred Shares. Any such amendment to our Articles of Incorporation, if obtained, shall also provide that the right of such holders of Preferred Shares to elect members of our board of directors will continue until such time as all dividends accumulated and in arrears on the Preferred Shares have been paid in full or sufficient funds for such payment have been declared and set apart for such purpose, at which time such right will terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly dividends as described above. Upon any termination of the right of the holders of the Preferred Shares and any other parity securities to vote as a class for such director, the term of office of such directors then in office elected by such holders voting as a class will terminate immediately. Any director elected by the holders of the Preferred Shares and any other parity securities shall each be entitled to one vote per director on any matter before our board of directors.

Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Preferred Shares of each series, voting as a single class, we may not adopt any amendment to our Articles of Incorporation that materially and adversely alters the preferences, powers or rights of the Preferred Shares. In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Preferred Shares, voting as a class together with holders of any other parity securities upon which like voting rights have been conferred and are exercisable, we may not:

•

issue any parity securities if the cumulative dividends payable on outstanding Preferred Shares are in arrears; or

•

create or issue any senior securities.

On any matter described above in which the holders of Preferred Shares are entitled to vote as a class, such holders will be entitled to one vote per share. Any Preferred Shares held by us or any of our subsidiaries or affiliates will not be entitled to vote.

No vote or consent of Preferred Shares shall be required for (i) the creation or incurrence of any indebtedness, (ii) the authorization or issuance of any Common Stock or other junior securities or (iii) except as expressly provided above, the authorization or issuance of any of our preferred stock.

Preferred Shares held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.

Common Stock: Each outstanding share of Common Stock entitles the holder thereof to one vote on all matters submitted to a vote of stockholders.

Mandatory Redemption Rights

Preferred Shares: Commencing on January 2, 2019 with respect to the Series G Preferred and July 8, 2019 with respect to the Series H Series, we may redeem, at our option, in whole or in part, the Preferred Shares at a redemption price in cash equal to $25.00 per Preferred Share plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared. Any such optional redemption shall be effected only out of funds legally available for such purpose. We may undertake multiple partial redemptions.

In addition, with respect to the Series H Preferred, at any time after the occurrence of a “fundamental change,” we may redeem, at our option, in whole or from time to time in part, the Series H Preferred at a redemption price in cash equal to $25.00 per share plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared. Any such optional redemption would be effected only out of funds legally available for such purpose.

A “fundamental change” means an event that shall be deemed to have occurred at the time after the date when our Common Stock cease to be listed or admitted for trading on the NYSE, the NASDAQ Capital Market, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors).

Common Stock: We generally have no right to redeem our Common Stock.

Restrictions on Ownership and Transfer

Preferred Shares: Generally, Preferred Shares are freely transferable. Notwithstanding the foregoing, transfers of Preferred Shares are subject to certain limitations described in the Articles of Incorporation. Transfers of Preferred Shares will be effective as of the first day of the next succeeding fiscal quarter of the Company.

Common Stock: To the extent they remain listed on a national securities exchange, shares of Common Stock generally are freely transferable, and any transferee of such shares will be admitted to the Company with respect to such shares.

Notwithstanding the foregoing, transfers of Common Stock and admission of transferees to the Company are subject to certain limitations described in the Articles of Incorporation. Transfers of Common Stock, whether or not our consent is required, will be effective as of the first day of the next succeeding fiscal quarter of the Company.

Listing

Preferred Shares: Series G ADSs and Series H ADSs are each listed on the NYSE.

Common Stock: Common Stock is listed on the NYSE.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain U.S. federal income tax consequences of the Exchange Offer. This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to a beneficial owner in light of its particular investment or other circumstances. This summary only applies to a beneficial owner of Series G ADSs or Series H ADSs that holds the Series G ADSs or Series H ADSs and will hold any Common Stock received in exchange therefor as a capital asset (generally, investment property). This summary does not address U.S. federal income tax rules that may be applicable to certain categories of beneficial owners of Series G ADSs or Series H ADSs or Common Stock, such as:

•

dealers in securities or currencies;

•

traders in securities;

•

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•

persons holding Series G ADSs or Series H ADSs or Common Stock as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security;

•

persons subject to the alternative minimum tax;

•

certain U.S. expatriates;

•

financial institutions;

•

insurance companies;

•

controlled foreign corporations, passive foreign investment companies and regulated investment companies and shareholders of such corporations;

•

entities that are tax-exempt for U.S. federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts;

•

pass-through entities, including partnerships and entities and arrangements classified as partnerships for U.S. federal income tax purposes, and beneficial owners of pass-through entities; and

•

persons that exercise appraisal rights with respect to their Series G ADSs or Series H ADSs.

In addition, this summary only addresses U.S. federal income tax consequences, and does not address other U.S. federal tax consequences, including, for example, estate or gift tax consequences or the Medicare tax on certain investment income. This summary also does not address any U.S. state or local or non-U.S. income or other tax consequences.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds Series G ADSs or Series H ADSs or Common Stock, the U.S. federal income tax treatment of a partner in the partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Entities or arrangements classified as partnerships for U.S. federal income tax purposes, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Exchange Offer.

This summary is based on U.S. federal income tax law, including the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect or in existence as of the date of this Offer to Exchange. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Exchange Offer as set forth in this summary. We cannot assure you that the Internal Revenue Service (the “IRS”), will not challenge one or more of the tax consequences described in this summary, and we have not obtained, nor do we intend to obtain, any ruling from the IRS or opinion of counsel with respect to the tax consequences of the Exchange Offer. Each beneficial owner of Series G ADSs or Series H ADSs should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. income and other tax consequences of the Exchange Offer.

U.S. Tax Treatment of the Series G ADSs or Series H ADSs

A beneficial owner of the Series G ADSs or Series H ADSs is generally treated, for U.S. federal income tax purposes, as the owner of the applicable underlying Preferred Shares represented by such Series G ADSs or Series H ADSs. References in this summary to Series G ADSs and Series H ADSs should be deemed to also include the applicable underlying Preferred Shares represented by such Series G ADSs or Series H ADSs.

U.S. Holders

The following discussion applies to you only if you are a “U.S. holder.” A U.S. holder is a beneficial owner of Series G ADSs or Series H ADSs that is, for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust, if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of the Code) has the authority to control all of substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a “United States person.”

Receipt of Common Stock in the Exchange Offer. If you tender Series G ADSs or Series H ADSs in the Exchange Offer, you generally will be treated as having exchanged your Series G ADSs or Series H ADSs for Common Stock pursuant to a “recapitalization” and you generally will not recognize gain or loss for U.S. federal income tax purposes. Your tax basis in the Common Stock that you receive will be the same as your tax basis in the Series G ADSs or Series H ADSs that you tender and your holding period for the Common Stock that you receive will include the holding period during which you held the Series G ADSs or Series H ADSs that you tender.

Receipt of Cash in Lieu of a Fractional Share. If you receive cash in lieu of a fractional share of Common Stock, you generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and your adjusted tax basis allocable to such fractional share. Any such capital gain or loss generally will be treated as long-term capital gain or loss if your holding period is greater than one year at the time of the exchange. Your ability to deduct capital losses against ordinary income is subject to limitations. Capital gain or loss that you recognize generally will be treated as a U.S.-source capital gain or loss for U.S. foreign tax credit purposes.

Treatment of Accrued and Unpaid Dividends on Series G ADSs or Series H ADSs. As noted above, the receipt of Common Stock in exchange for your Series G ADSs or Series H ADSs in the Exchange Offer generally will be treated as a recapitalization for U.S. federal income tax purposes. At the time of the exchange, the Series G ADSs or Series H ADSs will have accrued but unpaid dividends (a “dividend arrearage”). Applicable U.S. Treasury regulations provide that, even if the exchange is a recapitalization, it may nonetheless result in a deemed distribution if (i) the recapitalization is conducted pursuant to a plan to periodically increase a stockholder’s proportionate interest in our assets or earnings and profits or (ii) a stockholder owning Series G ADSs or Series H ADSs with dividends in arrears exchanges the Series G ADSs or Series H ADSs for other stock in a recapitalization and the exchange results in a proportionate increase in the exchanging Series G ADSs or Series H ADSs holders’ interest in our assets or earnings and profits. With respect to (ii), under applicable U.S. Treasury regulations, such proportionate increase occurs where either the fair market value or liquidation preference of the stock received exceeds the issue price of the Series G ADSs or Series H ADSs surrendered. Based on the terms of the Exchange Offer, we do not believe that the recapitalization would be considered to meet either of the circumstances described above. However, if either of the circumstances described above were satisfied, you may

be treated as having received a deemed distribution that would be treated as a dividend for U.S. federal income tax purposes. You are urged to consult your tax advisor concerning the application of these rules to the Exchange Offer.

Certain Reporting Requirements. If you tender Series G ADSs or Series H ADSs and receive Common Stock you may be required to retain in your records, and file with your U.S. federal income tax return for the taxable year in which the exchange takes place, a statement setting forth all of the relevant facts in respect of the non-recognition of gain or loss upon such exchange, including:

•

Your tax basis in the Series G ADSs or Series H ADSs tendered in the exchange; and

•

The fair market value of the Common Stock that you received in the exchange as of the effective time of the exchange and the amount of any cash that you received in the exchange.

You are urged to consult your tax advisor concerning any information reporting requirements applicable to the Exchange Offer.

Non-U.S. Holders

The following discussion applies to you only if you are a “non-U.S. holder.” A non-U.S. holder is a beneficial owner of Series G ADSs or Series H ADSs that is neither a U.S. holder (as defined above) nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

If you tender Series G ADSs or Series H ADSs in the Exchange Offer, the exchange generally will be treated in the same manner as if you were a United States person, as described above. However, any amounts that are treated pursuant to the discussion above as capital gain generally will not be subject to U.S. federal income tax or withholding tax; unless,

(A)

the gain is effectively connected with your conduct of a trade or business in the United States (and, if you are entitled to the benefits of an applicable income tax treaty with the United States with respect to that gain, that gain is attributable to a permanent establishment maintained by you in the United States); or

(B)

you are an individual who is present in the United States for 183 days or more during the taxable year in which the gain is recognized and certain other conditions are met.

Any gain that is effectively connected with your conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If you are a corporation, your earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to an additional U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Any gain described in clause (B) of the second bullet point above (net of certain U.S.-source losses) will be taxed at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Information Reporting and Backup Withholding

In general, if you are a non-corporate U.S. holder and you tender Series G ADSs or Series H ADSs in the Exchange Offer, stock and any cash paid to you pursuant to the Exchange Offer may be subject to information reporting requirements. These payments to a non-corporate U.S. holder may also be subject to backup withholding tax if the non-corporate U.S. holder: (i) fails to provide an accurate taxpayer identification number; (ii) is notified by the IRS that it has become subject to backup withholding due to a prior failure to report all interest or distributions required to be shown on its federal income tax returns; or (iii) fails to comply with applicable certification requirements.

If you are a non-U.S. holder, you may be required to establish your exemption from information reporting and backup withholding by certifying your non-U.S. status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.

Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by accurately completing and timely filing a refund claim with the IRS.

Consequences of Ownership of Shares of Our Common Stock

If you will own shares of Common Stock following the Exchange Offer, please see the discussion under

“E. Taxation—Material U.S. Federal Income Tax Considerations” in our Annual Report on Form 20-F for the year ended December 31, 2015, filed on April 25, 2016, incorporated herein by reference.

MARSHALL ISLANDS TAX CONSIDERATIONS

The following discussion is based upon the opinion of Reeder & Simpson P.C., our counsel as to matters of the laws of the Republic of the Marshall Islands, and the current laws of the Republic of the Marshall Islands applicable to persons who do not reside in, maintain offices in or engage in business in the Republic of the Marshall Islands.

Because we and our subsidiaries do not and do not expect to conduct business or operations in the Republic of the Marshall Islands, and because all documentation related to this Exchange Offer will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law you will not be subject to Marshall Islands taxation or withholding on any consideration you receive as a shareholder. In addition, you will not be subject to Marshall Islands stamp, capital gains or other taxes on the exchange of Series G ADSs or Series H ADSs, and you will not be required by the Republic of the Marshall Islands to file a tax return relating to your ownership of common shares.

EACH PROSPECTIVE UNITHOLDER IS URGED TO CONSULT HIS OWN TAX, LEGAL AND OTHER ADVISORS REGARDING THE CONSEQUENCES OF OWNERSHIP OF COMMON UNITS UNDER THE UNITHOLDER’S PARTICULAR CIRCUMSTANCES.

SERVICE OF PROCESS; ENFORCEABILITY OF CIVIL LIABILITIES AND

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We are incorporated under the laws of the Republic of the Marshall Islands, and our subsidiaries are incorporated under the laws of the Republic of the Marshall Islands, Malta, Belgium, Luxembourg, Liberia, Panama, Uruguay, Argentina, Brazil and certain other countries other than the United States, and we conduct operations in countries around the world. The Marshall Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent.

Several of our directors and officers reside outside the United States. In addition, a substantial portion of our assets and the assets of the directors, officers and experts are located outside the United States. As a result, it may not be possible for you to serve legal process within the United States upon us or any of these persons or to realize against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. See “Risk Factors—Risks Associated with the Exchange Offer—We, and certain of their officers and directors, may be difficult to serve with process, as we are incorporated in the Republic of the Marshall Islands and such persons may reside outside of the United States” in our Annual Report on Form 20-F for the year ended December 31, 2015, filed on April 25, 2016, incorporated herein by reference.

Reeder & Simpson P.C., our counsel as to Marshall Islands law, has advised us that there is uncertainty as to whether the courts of the Republic of the Marshall Islands would (i) recognize or enforce against us or our directors or officers judgments of courts of the United States based on civil liability provisions of applicable U.S. federal and state securities laws or (ii) impose liabilities against us or our directors and officers in original actions brought in the Marshall Islands, based on these laws. It may also not be possible for you to enforce, both in and outside the United States, judgments you may obtain in United States courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt that the courts of such jurisdictions would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

We have obtained directors’ and officers’ liability insurance against any liability asserted against such person incurred in the capacity of director or officer or arising out of such status, whether or not we would have the power to indemnify such person.

MISCELLANEOUS

We are not aware of any jurisdiction in which the making of the Exchange Offer is not in compliance with applicable law. If we become aware of any U.S. jurisdiction in which the making of the Exchange Offer would not be in compliance with applicable state law, we will make a good faith effort to comply with any such state law. If, after such good faith effort, we cannot comply with any such law, the Exchange Offer will not be made to (nor will tenders from the holders of Preferred Shares be accepted from or on behalf of) the holders residing in such U.S. jurisdiction. To the extent required under the laws of certain states, the offer is deemed to be made through Georgeson Securities Corporation.

No person has been authorized to give any information or make any representation on our behalf not contained in this Exchange Offer or in the letters of transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

Recipients of this Offer to Exchange and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Exchange Offer.

CERTAIN SECURITIES LAWS CONSIDERATIONS

All of the Preferred Shares underlying Series G ADSs or Series H ADSs outstanding as of the date of this Offer to Exchange were either issued in an offering that was registered pursuant to the Securities Act or are otherwise freely tradable under U.S. securities laws, other than in the case of any Preferred Shares held by our affiliates. The issuance of any shares of Common Stock upon exchange of the Series G ADSs and Series H ADSs is exempt from registration pursuant to Section 3(a)(9) of the Securities Act. Section 3(a)(9) provides an exemption from registration for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. When securities are exchanged for other securities of an issuer under Section 3(a)(9), the securities received in essence assume the character of the exchanged securities for purposes of the Securities Act. Because all outstanding Series G ADSs and Series H ADSs were either registered under the Securities Act or are otherwise freely tradable under U.S. securities laws, we expect that all of our shares of Common Stock issued in the Exchange Offer to persons not affiliated with us will be freely tradable under U.S. securities laws by such non-affiliates. Any shares of Common Stock issued in the Exchange Offer to persons or entities who are affiliated with us will not be freely tradable and any resale would have to be registered under the Securities Act, or comply with applicable exemptions under the securities laws, which may include Rule 144 under the Securities Act. You are urged to consult with your own legal counsel regarding the availability of a resale exemption from the registration requirements of the Securities Act.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports with and furnish information to the SEC. You may inspect and copy any document we file with or furnish to the SEC at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates or from the SEC’s web site on the Internet at www.sec.gov free of charge. Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms. You can also obtain information about us at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance therewith, are required to file with the SEC annual reports on Form 20-F and provide to the SEC other material information on Form 6-K. These reports and other information may be inspected and copied at the public reference facilities maintained by the SEC or obtained from the SEC’s website as provided above. As a foreign private issuer we are exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our directors and principal Common Stock holders and our executive officers are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently, or as promptly, as U.S. companies whose securities are registered under the Exchange Act, including the filing of quarterly reports or current reports on Form 8-K. However, we furnish or make available to our Common Stock holders annual reports containing our audited consolidated financial statements prepared in accordance with U.S. GAAP and make available to our Common Stock holders reports containing our unaudited interim financial information for the first three fiscal quarters of each fiscal year.

We make our periodic reports as well as other information filed with or furnished to the SEC available, free of charge, through our website, at www.navios.com, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The information contained in or accessible from our internet website is not part of this Offer to Exchange unless specifically incorporated by reference herein.

This Offer to Exchange incorporates by reference the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. We have filed the documents listed below with the SEC and these documents are incorporated herein by reference:

•

our Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed on April 25, 2016;

•

our report on Form 6-K, filed on June 13, 2016 (containing the “Operating and Financial Review and Prospects” for the quarter ended March 31, 2016);

•

our report on Form 6-K, filed on August 25, 2016 (containing the “Operating and Financial Review and Prospects” for the quarter ended June 30, 2016);

•

our report on Form 6-K, filed on September 19, 2016;

•

our report on Form 6-K, filed on September 21, 2016;

•

our report on Form 6-K, filed on November 30, 2016 (containing the “Notice of 2016 Annual Meeting of Stockholders and the Proxy Statements of Navios Maritime Holdings Inc.”);

•

our report on Form 6-K, filed on December 1, 2016 (containing the “Operating and Financial Review and Prospects” for the quarter ended September 30, 2016);

•

our report on Form 6-K, filed on January 24, 2017;

•

our report on Form 6-K, filed on March 20, 2017 (containing the “Operating and Financial Review and Prospects” for the year ended December 31, 2016);

•

all of our subsequent reports on Form 6-K furnished to the SEC prior to the termination of this Offer to Exchange only to the extent that we expressly state in such Reports that they are being incorporated by reference into this Offer to Exchange;

•

the description of our Common Stock contained in our Registration Statement on Form 8-A filed on February 14, 2007, including any subsequent amendments or reports filed for the purpose of updating such description;

•

the description of our Series G Preferred contained in our Registration Statement on Form 8-A filed on January 24, 2014, including any subsequent amendments or reports filed for the purpose of updating such description; and

•

the description of our Series H Preferred contained in our Registration Statement on Form 8-A filed on July 7, 2014, including any subsequent amendments or reports filed for the purpose of updating such description.

We have not authorized anyone to give any information or make any representation about the Exchange Offer that is different from, or in addition to, that contained in this Offer to Exchange. Therefore, you should not rely on any other information. If you are in a U.S. jurisdiction where offers to purchase or sell, or solicitations of offers to purchase or sell, the securities offered by this Offer to Exchange are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this Offer to Exchange does not extend to you. The information contained in this Offer to Exchange speaks only as of the date of this Offer to Exchange unless the information specifically indicates that another date applies.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon

By Mail:

The Bank of New York Mellon

Voluntary Corporate Actions—Suite V

P.O. Box 43031

Providence, Rhode Island 02940-3031

United States of America

By Hand or Courier:

The Bank of New York Mellon

Voluntary Corporate Actions—Suite V

250 Royall Street

Canton, Massachusetts 02021

United States of America

The Information Agent for the Exchange Offer is:

Georgeson LLC

Call Toll-Free (888) 607-9252

Contact via E-mail at: Navios@georgeson.com

Exhibit (a)(1)(B)(i)

Exhibit (a)(1)(B)(i)

LETTER OF TRANSMITTAL

FOR USE BY REGISTERED HOLDERS OF

AMERICAN DEPOSITARY SHARES (“SERIES G ADSS”), EACH REPRESENTING 1/100^TH OF A SHARE OF 8.75% SERIES G CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK (THE “SERIES G PREFERRED”)

To tender your Series G ADSs:

(1)

Indicate the number of Series G ADSs you wish to tender.

(2)

Sign and date this form in the box entitled “Important: Sign Here to Tender Your Series G ADSs” on the following page.

(3)

Return the signed and completed Letter of Transmittal with your American Depositary Receipts, if applicable, and any other required documents in the enclosed envelope to:

NAVIOS MARITIME HOLDINGS INC.

c/o The Bank of New York Mellon

By Mail:

By Hand or Courier:

The Bank of New York Mellon

Voluntary Corporate Actions – Suite V

P.O. Box 43031

Providence, Rhode Island 02940-3031

United States of America

The Bank of New York Mellon

Voluntary Corporate Actions – Suite V

250 Royall Street

Canton, Massachusetts 02021

United States of America

Pursuant to the offer (the “Exchange Offer”) of Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation (the “Company”), to exchange newly issued shares of its Common Stock, par value $.0001 per share (the “Common Stock”) for any and all outstanding Series G ADSs, the undersigned hereby tenders the following Series G ADSs:


DESCRIPTION OF SERIES G ADSS TENDERED
Name(s) and Address(es) of Registered Owner(s)	Total Number of Series G ADSs Held by Registered Owner(s)	Number of Series G ADSsTendered for Common Stock*
		(Write in the number of Series G ADSs you wish to tender for Common Stock below)





* If you sign and return this Letter of Transmittal without indicating the number of Series G ADSs you wish to tender, it will be assumed that you are tendering all Series G ADSs owned by you.

For detailed instructions on how to complete this Letter of Transmittal, please see the section entitled “The Exchange Offer” in the accompanying Offer to Exchange, dated March 21, 2017

If you have any questions or need assistance in completing this Letter of Transmittal, please contact Georgeson LLC, the Information Agent for the Exchange Offer, at (888) 607-9252, or by email at Navios@georgeson.com.

IMPORTANT: SIGN HERE TO TENDER YOUR SERIES G ADSS*

(Signature(s) of Shareholder(s))

Dated: , 2017


Name(s):


(Please Print)

Capacity (full title):

Address:

(Include Zip Code)



Area Code and Telephone Number:

Tax Identification orSocial Security No.:


* By signing, the shareholder hereby acknowledges that the shareholder has read the instructions on how to complete this Letter of Transmittal contained in the section entitled “The Exchange Offer” in the Offer to Exchange, dated March 21, 2017, and agrees to the representations and grants the powers in the exhibit marked “Exhibit to Letter of Transmittal” attached hereto.

You may also contact your broker or other securities intermediary for assistance concerning the Exchange Offer.

Note regarding signatures: If this Letter of Transmittal is signed by the registered owner(s) of the Series G ADSs tendered hereby, the signature(s) must correspond with the name(s) of such owners on the record books of The Bank of New York Mellon (the “Depositary”). If any Series G ADSs tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Series G ADSs are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Series G ADSs. If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority so to act must be submitted.


SPECIAL INSTRUCTIONS*
If you want your Common Stock and check for cash in lieu of fractional shares, if any, to be issued in another name, fill in this section with the information for the new account/payee name. The new payee must complete and sign the enclosed IRS Form W-9 or an applicable IRS Form W-8.	Name and Address of Account or Payee. (Write in the number of Series G ADSs you wish to tender for Common Stock below)	Signature Guarantee Medallion (Sign below and print the name, title and address of the Guarantor and the Guarantor Firm)

		(Signature) (Name and Title of Guarantor—Print) (Address of Guarantor Firm)


* If you want your Common Stock to be issued in another name, fill in the information above in the box titled “Special Instructions.” Signature in the “Special Instructions” box must be guaranteed with a Medallion signature guarantee issued under a recognized signature guarantee program such as the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Inc. Medallion Signature Program.

Taxpayer Identification Number and Backup Withholding

A tendering beneficial owner of Series G ADSs that is a “United States person” (as defined below) (such beneficial owner, a “U.S. holder”) may be subject to backup withholding if that U.S. holder fails to provide an accurate taxpayer identification number (“TIN”) to its applicable payor (and certify that such U.S. holder is not subject to backup withholding) or otherwise comply with applicable requirements of the backup withholding rules. If the applicable payor is not provided with the correct TIN (which in the case of an individual U.S. holder, is generally such U.S. holder’s social security number), such U.S. holder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”) and backup withholding (at a 28% rate) with respect to consideration received in the Exchange Offer, including any Common Stock. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS. For these purposes, a “United States person” means a person that is, for U.S. federal income tax purposes, (i) an individual who is a U.S. citizen or U.S. resident alien; (ii) a partnership or corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate (other than a foreign estate); or (iv) a domestic trust (as defined in U.S. Treasury Regulations section 301.7701-7).

To prevent backup withholding, each tendering U.S. holder should provide its applicable payor with the U.S. holder’s correct TIN by completing the enclosed IRS Form W-9, certifying that the TIN provided is correct (or that such U.S. holder is awaiting a TIN) and that (a) the U.S. holder is exempt from backup withholding, (b) the U.S. holder has not been notified by the IRS that such U.S. holder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified the U.S. holder that such U.S. holder is no longer subject to backup withholding. Such U.S. holder must also certify that such Holder is a “United States person” as defined under the Internal Revenue Code and applicable Treasury regulations.

If a U.S. holder does not have a TIN, such U.S. holder should consult the instructions to the enclosed IRS Form W-9 for directions on applying for a TIN, write “Applied For” in Part I of the IRS Form W-9, and sign and date the IRS Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. Backup withholding will apply unless a TIN is furnished prior to the time of payment. Note: writing “Applied For” on the form means that the U.S. holder has already applied for a TIN or that such U.S. holder intends to apply for one in the near future.

If the Series G ADSs are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for information on which TIN to report.

U.S. holders that are corporations, as well as beneficial owners of Series G ADSs that are not United States persons (such non-U.S. beneficial owners, “non-U.S. holders”), are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt U.S. holder should check the box titled “Exempt from backup withholding” on the enclosed IRS Form W-9 (unless it has previously established a basis for exemption with its applicable payor). See the instructions to the enclosed IRS Form W-9 for additional directions. In order for a non-U.S. holder to qualify as exempt, such non-U.S. holder must submit a completed applicable Form W-8BEN, W-8BEN-E W-8ECI, W-8EXP or W-8IMY, “Certificate of Foreign Status,” as the case may be, signed under penalties of perjury attesting to its non-U.S. status (unless it has previously established a basis for exemption with its applicable payor). Such form may be obtained from the Exchange Agent or the IRS at its website: www.irs.gov.

Transfer Tax

The Company will pay any transfer taxes imposed by the United States or the Marshall Islands or any jurisdiction therein with respect to the exchange of Series G ADSs pursuant to the Exchange Offer (for the avoidance of

doubt, transfer taxes do not include income or back-up withholding taxes). If a transfer tax is imposed for any reason other than the exchange of Series G ADSs pursuant to the Exchange Offer, or by any jurisdiction outside the United States or the Marshall Islands, then the amount of such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

EXHIBIT TO LETTER OF TRANSMITTAL

Forming Part of the Terms and Conditions of the Exchange Offer

Ladies and Gentlemen:

Upon the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of such extension of amendment), the undersigned hereby tenders to the Company the number of Series G ADSs described in the box above entitled “Description of Series G ADSs Tendered.” Subject to and effective upon the acceptance of the Series G ADSs tendered hereby, the undersigned hereby assigns and transfers to the Company all right, title and interest in and to such Series G ADSs as are being tendered hereby, and releases and discharges the Company and the officers and directors of the Company, from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Series G ADSs.

The undersigned understands that if the Exchange Offer is successfully completed, the undersigned will receive newly issued shares of Common Stock and cash in lieu of fractional shares, if any. The Company expects that Common Stock will be issued in exchange for Series G ADSs acquired in the Exchange Offer promptly after the Expiration Date, subject to the terms and conditions of the Exchange Offer. Any Series G ADSs not accepted will be returned to the registered holder(s) signing this Letter of Transmittal promptly following the expiration or termination of the Exchange Offer. The undersigned hereby acknowledges receipt of the Offer to Exchange, dated March 21, 2017 (the “Offer to Exchange”), the terms of which are incorporated herein by reference.

The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, sell, assign and transfer the Series G ADSs, (ii) the undersigned has a net long position in the Series G ADSs tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (iii) the tender of the Series G ADSs tendered hereby complies with Rule 14e-4, and (iv) when the Series G ADSs are accepted for exchange by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim.

The undersigned hereby represents and warrants that the undersigned is the registered owner of the Series G ADSs. The undersigned will, upon request, execute and deliver any additional documents deemed by The Bank of New York Mellon (the “Exchange Agent”) or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Series G ADSs.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney in fact, with full power and authority in its name, place and stead, with full knowledge that the Exchange Agent is also acting as the agent of the Company in connection with the Exchange Offer, as the undersigned’s true and lawful representative, attorney in fact and agent with respect to the tendered Series G ADSs, with full power of substitution, such power of attorney being deemed to be an irrevocable power coupled with an interest, subject only to the right of withdrawal described in the Offer to Exchange. Such appointment will be automatically revoked if the Company does not accept the Series G ADSs that the undersigned has tendered. The foregoing power of attorney shall terminate upon execution by the Exchange Agent of an instrument of termination that specifies in writing that the foregoing power of attorney is terminated.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated herein or in the Offer to Exchange, this tender is irrevocable. This tender may be withdrawn only in accordance with the procedures set forth in the section of the Offer to Exchange entitled “The Exchange Offer—Withdrawal of Tenders.”

The undersigned understands that the acceptance by the Company of Series G ADSs validly tendered and not properly withdrawn after the Expiration Date will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

Please deliver the newly issued shares of Common Stock and cash payable in lieu of fractional shares, if any, in exchange for the undersigned’s tendered Series G ADSs (or a statement acknowledging the issuance and recording of such newly issued shares of Common Stock and cash in lieu of fractional shares, if any, on the record books of the Company) and/or please return any Series G ADSs not tendered or accepted for exchange to (or credit the appropriate account of) the registered holder(s) at the address appearing under the above “Description of Series G ADSs Tendered” box.

The undersigned acknowledges that no alternative, conditional or contingent tenders will be accepted and no fractional Series G ADSs will be purchased. By execution of this Letter of Transmittal (or facsimile thereof), the undersigned hereby waives any right to receive any notice of the acceptance of their Series G ADSs for exchange.

The Information Agent for the Exchange Offer is:

LOGO

1290 Avenue of the Americas, 9^th Floor

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Before you decide to exchange your existing shares for newly issued shares of Common Stock, we urge you to carefully read the enclosed Offer to Exchange in its entirety, including the information set forth under “Risk Factors” and the information incorporated by reference therein. We also urge you to consult your own financial and tax advisors in making your own decisions on what action, if any, to take in light of your own particular circumstances.

Form W-9

(Rev. December 2014)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type
See Specific Instructions on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply
only to certain entities, not
individuals; see instructions
on page 3):

Exempt payee code
(if any)

Exemption from FATCA
reporting code
(if any)

(Applies to Accounts
maintained outside the U.S)

☐ Individual/sole proprietor or

single-member LLC

☐ C Corporation

☐

S Corporation

☐

Partnership

☐

Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax
classification of the single-member owner.

☐ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

● Form 1099-INT (interest earned or paid)

● Form 1099-DIV (dividends, including those from stocks or mutual funds)

● Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

● Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

● Form 1099-S (proceeds from real estate transactions)

● Form 1099-K (merchant card and third party network transactions)

● Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

● Form 1099-C (canceled debt)

● Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014)

Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

● An individual who is a U.S. citizen or U.S. resident alien;

● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

● An estate (other than a foreign estate); or

● A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

● In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

● In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

● In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2

of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Form W-9 (Rev. 12-2014)

Page 3

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

● Generally, individuals (including sole proprietors) are not exempt from backup withholding.

● Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

● Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

● Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Form W-9 (Rev. 12-2014)

Page 4

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Form W-9 (Rev. 12-2014)

Page 5


What Name and Number To Give the Requester
		For this type of account:	Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*
		For this type of account:	Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

*Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

● Protect your SSN,

● Ensure your employer is protecting your SSN, and

● Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Exhibit (a)(1)(B)(ii)

Exhibit (a)(1)(B)(ii)

LETTER OF TRANSMITTAL

FOR USE BY REGISTERED HOLDERS OF

AMERICAN DEPOSITARY SHARES (“SERIES H ADSS”), EACH REPRESENTING 1/100^TH OF A SHARE OF 8.625% SERIES H CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK (THE “SERIES H PREFERRED”)

To tender your Series H ADSs:

(1)

Indicate the number of Series H ADSs you wish to tender.

(2)

Sign and date this form in the box entitled “Important: Sign Here to Tender Your Series H ADSs” on the following page.

(3)

Return the signed and completed Letter of Transmittal with your American Depositary Receipts, if applicable, and any other required documents in the enclosed envelope to:

NAVIOS MARITIME HOLDINGS INC.

c/o The Bank of New York Mellon

By Mail:

The Bank of New York Mellon

Voluntary Corporate Actions—Suite V

P.O. Box 43031

Providence, Rhode Island 02940-3031

United States of America

By Hand or Courier:

The Bank of New York Mellon

Voluntary Corporate Actions—Suite V

250 Royall Street

Canton, Massachusetts 02021

United States of America

Pursuant to the offer (the “Exchange Offer”) of Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation (the “Company”), to exchange newly issued shares of its Common Stock, par value $.0001 per share (the “Common Stock”) for any and all outstanding Series H ADSs, the undersigned hereby tenders the following Series H ADSs:


DESCRIPTION OF SERIES H ADSS TENDERED
Name(s) and Address(es) of Registered Owner(s)	Total Number of Series H ADSs Held by Registered Owner(s)	Number of Series H ADSs Tendered for Common Stock* (Write in the number of Series H ADSs you wish to tender for Common Stock below)





* If you sign and return this Letter of Transmittal without indicating the number of Series H ADSs you wish to tender, it will be assumed that you are tendering all Series H ADSs owned by you.

For detailed instructions on how to complete this Letter of Transmittal, please see the section entitled

“The Exchange Offer” in the accompanying Offer to Exchange, dated March 21, 2017

If you have any questions or need assistance in completing this Letter of Transmittal, please contact

Georgeson LLC, the Information Agent for the Exchange Offer, at (888) 607-9252, or by email at Navios@georgeson.com.

IMPORTANT: SIGN HERE TO TENDER YOUR SERIES H ADSS*

(Signature(s) of Shareholder(s))

Dated: , 2017


Name(s):


(Please Print)



Capacity (full title):



Address:

(Include Zip Code)



Area Code and Telephone Number:



Tax Identification or Social Security No.:

By signing, the shareholder hereby acknowledges that the shareholder has read the instructions on how to complete this Letter of Transmittal contained in the section entitled “The Exchange Offer” in the Offer to Exchange, dated March 21, 2017, and agrees to the representations and grants the powers in the exhibit marked “Exhibit to Letter of Transmittal” attached hereto.

You may also contact your broker or other securities intermediary for assistance concerning the Exchange Offer.

Note regarding signatures: If this Letter of Transmittal is signed by the registered owner(s) of the Series H ADSs tendered hereby, the signature(s) must correspond with the name(s) of such owners on the record books of The Bank of New York Mellon (the “Depositary”). If any Series H ADSs tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Series H ADSs are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Series H ADSs. If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority so to act must be submitted.


SPECIAL INSTRUCTIONS*

If you want your Common Stock and check for cash in lieu of fractional shares, if any, to be issued in another name, fill in this section with the information for the new account/payee name. The new payee must complete and sign the enclosed IRS Form W-9 or an applicable IRS Form W-8.	Name and Address of Account or Payee. (Write in the number of Series H ADSs you wish to tender for Common Stock below)	Signature Guarantee Medallion (Sign below and print the name, title and address of the Guarantor and the Guarantor Firm)
		(Signature) (Name and Title of Guarantor—Print) (Address of Guarantor Firm)

If you want your Common Stock to be issued in another name, fill in the information above in the box titled “Special Instructions.” Signature in the “Special Instructions” box must be guaranteed with a Medallion signature guarantee issued under a recognized signature guarantee program such as the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Inc. Medallion Signature Program.

Taxpayer Identification Number and Backup Withholding

A tendering beneficial owner of Series H ADSs that is a “United States person” (as defined below) (such beneficial owner, a “U.S. holder”) may be subject to backup withholding if that U.S. holder fails to provide an accurate taxpayer identification number (“TIN”) to its applicable payor (and certify that such U.S. holder is not subject to backup withholding) or otherwise comply with applicable requirements of the backup withholding rules. If the applicable payor is not provided with the correct TIN (which in the case of an individual U.S. holder, is generally such U.S. holder’s social security number), such U.S. holder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”) and backup withholding (at a 28% rate) with respect to consideration received in the Exchange Offer, including any Common Stock. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS. For these purposes, a “United States person” means a person that is, for U.S. federal income tax purposes, (i) an individual who is a U.S. citizen or U.S. resident alien; (ii) a partnership or corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate (other than a foreign estate); or (iv) a domestic trust (as defined in U.S. Treasury Regulations section 301.7701-7).

If the Series H ADSs are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for information on which TIN to report.

U.S. holders that are corporations, as well as beneficial owners of Series H ADSs that are not United States persons (such non-U.S. beneficial owners, “non-U.S. holders”), are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt U.S. holder should check the box titled “Exempt from backup withholding” on the enclosed IRS Form W-9 (unless it has previously established a basis for exemption with its applicable payor). See the instructions to the enclosed IRS Form W-9 for additional directions. In order for a non-U.S. holder to qualify as exempt, such non-U.S. holder must submit a completed applicable Form W-8BEN, W-8BEN-E W-8ECI, W-8EXP or W-8IMY, “Certificate of Foreign Status,” as the case may be, signed under penalties of perjury attesting to its non-U.S. status (unless it has previously established a basis for exemption with its applicable payor). Such form may be obtained from the Exchange Agent or the IRS at its website: www.irs.gov.

Transfer Tax

The Company will pay any transfer taxes imposed by the United States or the Marshall Islands or any jurisdiction therein with respect to the exchange of Series H ADSs pursuant to the Exchange Offer (for the avoidance of doubt, transfer taxes do not include income or back-up withholding taxes). If a transfer tax is imposed for any reason other than the exchange of Series H ADSs pursuant to the Exchange Offer, or by any jurisdiction outside the United States or the Marshall Islands, then the amount of such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

EXHIBIT TO LETTER OF TRANSMITTAL

Forming Part of the Terms and Conditions of the Exchange Offer

Ladies and Gentlemen:

Upon the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of such extension of amendment), the undersigned hereby tenders to the Company the number of Series H ADSs described in the box above entitled “Description of Series H ADSs Tendered.” Subject to and effective upon the acceptance of the Series H ADSs tendered hereby, the undersigned hereby assigns and transfers to the Company all right, title and interest in and to such Series H ADSs as are being tendered hereby, and releases and discharges the Company and the officers and directors of the Company, from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Series H ADSs.

The undersigned understands that if the Exchange Offer is successfully completed, the undersigned will receive newly issued shares of Common Stock and cash in lieu of fractional shares, if any. The Company expects that Common Stock will be issued in exchange for Series H ADSs acquired in the Exchange Offer promptly after the Expiration Date, subject to the terms and conditions of the Exchange Offer. Any Series H ADSs not accepted will be returned to the registered holder(s) signing this Letter of Transmittal promptly following the expiration or termination of the Exchange Offer. The undersigned hereby acknowledges receipt of the Offer to Exchange, dated March 21, 2017 (the “Offer to Exchange”), the terms of which are incorporated herein by reference.

The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, sell, assign and transfer the Series H ADSs, (ii) the undersigned has a net long position in the Series H ADSs tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (iii) the tender of the Series H ADSs tendered hereby complies with Rule 14e-4, and (iv) when the Series H ADSs are accepted for exchange by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim.

The undersigned hereby represents and warrants that the undersigned is the registered owner of the Series H ADSs. The undersigned will, upon request, execute and deliver any additional documents deemed by The Bank of New York Mellon (the “Exchange Agent”) or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Series H ADSs.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney in fact, with full power and authority in its name, place and stead, with full knowledge that the Exchange is also acting as the agent of the Company in connection with the Exchange Offer, as the undersigned’s true and lawful representative, attorney in fact and agent with respect to the tendered Series H ADSs, with full power of substitution, such power of attorney being deemed to be an irrevocable power coupled with an interest, subject only to the right of withdrawal described in the Offer to Exchange. Such appointment will be automatically revoked if the Company does not accept the Series H ADSs that the undersigned has tendered. The foregoing power of attorney shall terminate upon execution by the Exchange Agent of an instrument of termination that specifies in writing that the foregoing power of attorney is terminated.

The undersigned understands that the acceptance by the Company of Series H ADSs validly tendered and not properly withdrawn after the Expiration Date will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

Please deliver the newly issued shares of Common Stock and cash payable in lieu of fractional shares, if any, in exchange for the undersigned’s tendered Series H ADSs (or a statement acknowledging the issuance and recording of such newly issued shares of Common Stock and cash in lieu of fractional shares, if any, on the record books of the Company) and/or please return any Series H ADSs not tendered or accepted for exchange to (or credit the appropriate account of) the registered holder(s) at the address appearing under the above “Description of Series H ADSs Tendered” box.

The undersigned acknowledges that no alternative, conditional or contingent tenders will be accepted and no fractional Series H ADSs will be purchased. By execution of this Letter of Transmittal (or facsimile thereof), the undersigned hereby waives any right to receive any notice of the acceptance of their Series H ADSs for exchange.

The Information Agent for the Exchange Offer is:

LOGO

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Banks, Brokers and Shareholders

Call Toll-Free (888) 607-9252

Or Contact via E-mail at:

Navios@georgeson.com

Form W-9

(Rev. December 2014)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type
See Specific Instructions on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply
only to certain entities, not
individuals; see instructions
on page 3):

Exempt payee code
(if any)

Exemption from FATCA
reporting code
(if any)

(Applies to Accounts
maintained outside the U.S)

☐ Individual/sole proprietor or

single-member LLC

☐ C Corporation

☐

S Corporation

☐

Partnership

☐

Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax
classification of the single-member owner.

☐ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

● Form 1099-INT (interest earned or paid)

● Form 1099-DIV (dividends, including those from stocks or mutual funds)

● Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

● Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

● Form 1099-S (proceeds from real estate transactions)

● Form 1099-K (merchant card and third party network transactions)

● Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

● Form 1099-C (canceled debt)

● Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)