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

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

 

 

     On January 13, 2011, Navios Maritime Holdings Inc. (“Navios”) issued a press release announcing its intent to offer approximately $325 million of senior notes due 2019 (the “Notes”). Navios intends to use the net proceeds from the offering of the Notes to purchase or redeem any and all of its outstanding 9¹/₂% Senior Notes due 2014 (the “2014 Notes”), and to pay related transaction fees and expenses. 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.

     A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

     In addition, on January 13, 2011, Navios issued a press release announcing that it had commenced a cash tender offer for any and all of the outstanding 2014 Notes, and consent solicitation to eliminate or modify most of the restrictive covenants and certain events of default, and to make other changes to provisions contained in the indenture governing the 2014 Notes.

     A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated by reference.

     Furthermore, on January 13, 2011, Navios issued a press release announcing the pricing of $350 million of the Notes. A copy of the press release is furnished as Exhibit 99.3 to this Report and is incorporated herein by reference.

     This information contained in this Report is hereby incorporated by reference into Navios’ Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-165754 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.

Exhibit No.				Exhibit
	99.1			Press Release dated January 13, 2011.
	99.2			Press Release dated January 13, 2011.
	99.3			Press Release dated January 13, 2011.

Exhibit 99.1

Navios Maritime Holdings Inc. Announces Proposed Private Offering of
$325 Million Senior Notes Due 2019

PIRAEUS, GREECE — January 13, 2011 — Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM) announced today that it and Navios Maritime Finance II (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 $325 million of Senior Notes due 2019 (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’ existing 8 5/8% first priority ship mortgage notes due 2017.

Navios Holdings intends to use the net proceeds from the offering of the Notes to purchase and/or redeem any and all of Navios Holdings’ outstanding 9 1/2% Senior Notes due 2014 (the “2014 Notes”) and pay related transaction fees and expenses. The consummation of the offering of the Notes will be conditioned upon customary closing conditions.

The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale of any Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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
+1.212.906.8643
investors@navios.com

# # #

Exhibit 99.2

Navios Maritime Holdings Inc. Announces
Cash Tender Offer and Consent Solicitation

PIRAEUS, GREECE — January 13, 2011 — Navios Maritime Holdings Inc. (‘‘Navios Holdings”) (NYSE: NM) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 9 1/2% Senior Notes due 2014 (the “2014 Notes”) and consent solicitation to eliminate or modify most of the restrictive covenants and certain events of default and make other changes to provisions contained in the indenture governing the 2014 Notes (the “Consent Solicitation” and, together with the Tender Offer, the “Offer”).

The Offer is scheduled to expire at 8:00 a.m., New York City time, on February 11, 2011, unless extended or earlier terminated by Navios Holdings (the “Expiration Time”). Tendered 2014 Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on January 27, 2011, unless extended or earlier terminated by Navios Holdings (the “Consent Time”). Other than as required by applicable law, tendered 2014 Notes may not be withdrawn after the Consent Time. Holders tendering their 2014 Notes at or prior to the Consent Time will be required to consent to certain proposed amendments to the indenture governing the 2014 Notes.

Holders who validly tender (and do not validly withdraw) their 2014 Notes at or prior to the Consent Time will be eligible to receive total consideration of $1,051.25 per $1,000 principal amount of 2014 Notes, which includes a cash consent payment of $30.00 per $1,000 principal amount of 2014 Notes tendered (the “Consent Payment”). The Offer contemplates an initial payment date, so that holders whose 2014 Notes are validly tendered at or prior to the Consent Time and accepted for purchase should expect to receive payment as early as January 28, 2011.

Holders who validly tender their 2014 Notes after the Consent Time but at or prior to the Expiration Time will not be eligible to receive the Consent Payment, but will be eligible to receive the tender offer consideration of $1,021.25 per $1,000 principal amount of 2014 Notes tendered.

Holders who validly tender (and do not validly withdraw) their 2014 Notes also will be paid accrued and unpaid interest up to, but not including, the applicable date of payment for the tendered 2014 Notes (if such 2014 Notes are accepted for purchase).

Navios Holdings’ obligation to accept for purchase, and to pay for, 2014 Notes and consents validly tendered and not validly withdrawn pursuant to the Offer is conditioned upon the satisfaction or waiver of certain conditions, including at least a majority in outstanding principal amount of 2014 Notes having been validly tendered (and not withdrawn) and consents with respect thereto having been validly delivered (and not revoked) pursuant to the Offer. In addition, the Offer is conditioned upon Navios Holdings having completed a new debt financing transaction on terms acceptable to Navios Holdings.

The terms of the Offer are described in Navios Holdings’ Offer to Purchase and Consent Solicitation Statement dated January 13, 2011 (the “Offer to Purchase”).

Navios Holdings has engaged BofA Merrill Lynch to act as dealer manager and solicitation agent in connection with the Offer. Navios Holdings has engaged D. F. King & Co., Inc. to act as information agent in connection with the Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch, at (888) 292-0070 (toll-free) or (980) 388-9217 (collect). Requests for documentation relating to the Offer may be directed to D. F. King & Co., Inc., at (800) 758-5880 (toll-free) or (212) 269-5550 (collect).

None of Navios Holdings, D. F. King & Co., Inc., the dealer manager or the 2014 Notes trustee is making any recommendation as to whether holders should tender notes in respose to the Offer.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and Consent, which sets forth the complete terms of the

Offer. The Offer is not being made to holders of 2014 Notes in any jurisdiction in which the making of, or acceptance of, the Offer would not be in compliance with the laws of such jurisdiction.

About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. 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 statements related to the Offer, including the Expiration Time, the Consent Time and possible completion of the Offer, as well as comments regarding expected revenues and time charters. Although Navios Holdings believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ materially from those expressed or implied by such forward-looking statements. 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
+1.212.906.8643
investors@navios.com

# # #

Exhibit 99.3

Navios Maritime Holdings Inc. Announces Pricing of
$350 Million 8 1/8% Senior Notes Due 2019

PIRAEUS, GREECE — January 13, 2011 — Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM) announced today that it and Navios Maritime Finance II (US) Inc., its wholly-owned finance subsidiary (“NMF” and, together with Navios Holdings, “Navios”) priced $350 million of 8 1/8% Senior Notes due 2019 (the “Notes”). The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.

The Notes to be issued by Navios are expected to be guaranteed by all of the subsidiaries that provide a guarantee of Navios Holdings’ existing 8 5/8% first priority ship mortgage notes due 2017.

Navios Holdings intends to use the net proceeds from the offering of the Notes to purchase and/or redeem any and all of Navios Holdings’ outstanding 9 1/2% Senior Notes due 2014 (the “2014 Notes”) and pay related transaction fees and expenses and for general corporate purposes. The sale of the Notes is expected to be consummated on January 28, 2011, subject to customary closing conditions.

The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale of any Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of the Notes was 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.

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
+1.212.906.8643
investors@navios.com

# # #