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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated:
October 19, 2009
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(l):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
TABLE OF CONTENTS
On
October 19, 2009, Navios Maritime Holdings Inc.
(Navios) issued a press release announcing its intent to
offer approximately $375 million of first priority ship mortgage
notes due 2017. The proceeds are expected to be used to pay existing
debt and help finance the purchase of two new vessels expected to be
delivered in late 2009 and early 2010. The offering will be made
pursuant to an offering memorandum in a private placement to
qualified institutional buyers pursuant to Rule 144A, as well as pursuant to Regulation S, under the
Securities Act of 1933, as amended. Such offering memorandum includes
information about the notes, as well as information about Navios,
including its outstanding agreements with its affiliated entities,
such as Navios Maritime Partners L.P. The offering memorandum
includes a statement to the effect that Navios may also voluntarily
offer certain vessels to Navios Maritime Partners L.P. and regularly
evaluates its fleet for such opportunities and is currently
considering the sale to Navios Maritime Partners L.P. of one of its
handymax vessels.
A
copy of the press release is furnished as Exhibit 99.1 to this Report
and is incorporated herein by reference.
This
information contained in this Report is hereby incorporated by
reference into the Companys Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form
S-8, File No. 333-147186.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Angeliki Frangou
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Angeliki Frangou |
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Chief Executive Officer
Date: October 21, 2009 |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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99.1 |
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Press
Release dated October 19, 2009. |
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exv99w1
Exhibit 99.1
Navios Maritime Holdings Inc. Announces Proposed Private Offering of
$375 Million First Priority Ship Mortgage Notes Due 2017
PIRAEUS, GREECE October 19, 2009 Navios Maritime Holdings Inc. (Navios Holdings) (NYSE:
NM) announced today that it and Navios Maritime Finance (US) Inc., its wholly-owned finance
subsidiary (NMF and, together with Navios Holdings, Navios) intend to offer through a private
placement, subject to market and other conditions, approximately $375 million of first priority
ship mortgage notes due 2017 (the Notes). The Notes will be offered and sold in the United
States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the Securities Act), and in offshore transactions to non-United States
persons in reliance on Regulation S under the Securities Act.
The Notes to be issued by Navios are expected to be guaranteed by all of the subsidiaries that
provide a guarantee of Navios Holdings existing 9 1/2% senior notes due 2014. The Notes will be
secured by first priority ship mortgages on 15 drybulk vessels aggregating approximately 1.1
million deadweight tons owned by certain subsidiary guarantors.
The net proceeds of the offering are intended to be used to repay borrowings under certain of
Navios Holdings existing credit facilities, as well as to provide additional financing to complete
the purchase of two new vessels expected to be delivered in late 2009 and early 2010 (which will
then become part of the collateral securing the Notes).
The Notes and related guarantees have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold in the United States or to
or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and applicable
securities laws in other jurisdictions. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the Notes and the related guarantees, nor shall there by any
sale of the Notes and the related guarantees in any jurisdiction in which such offer, solicitation
or sale is unlawful. Any offer of the Notes and related guarantees will be made only by means of a
private offering memorandum. This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk commodities including iron ore, coal
and grain. For more information please visit our website: www.navios.com.
Forward Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended)
concerning future events and Navios Holdings growth strategy and measures to implement such
strategy; including expected vessel acquisitions and entering into further time charters. Words
such as expects, intends, plans, believes, anticipates, hopes, estimates, and
variations of such words and similar expressions are intended to identify forward-looking
statements. Such statements include comments regarding expected revenues and time charters.
Although Navios Holdings believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will prove to have been
correct. These statements involve known and unknown risks and are based upon a number of
assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Navios Holdings. Actual results may
differ materially from those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to changes in the
demand for drybulk vessels, competitive factors in the market in which Navios Holdings operates;
risks associated with operations outside the United States; and other factors listed from time to
time in Navios Holdings filings with the Securities and Exchange Commission. Navios expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Navios Holdings expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is
based.
Public & Investor Relations Contact:
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com
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