SCHEDULE TO
This Tender Offer Statement on Schedule TO (this Tender Offer Statement) relates to an offer to purchase (the Offer)
by Navios Maritime Holdings Inc., a Republic of Marshall Islands corporation (the Company), up to $20,000,000.00 of the outstanding (i) 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 (ii) 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 American Depositary Shares, pursuant to the terms and subject to the conditions described in the offer to purchase, dated September 14, 2022 (as amended, supplemented or otherwise
modified from time to time, the Offer to Purchase), filed as Exhibit (a)(1)(A) 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 Purchase 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 Purchase 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.
Strathvale House, 90 N Church Street
P.O. Box 309, Grand Cayman
KY1-1104 Cayman Islands
+1 345 232 3067
(b) Securities. The information set forth on the front cover page of the Offer to Purchase and under the heading Summary Term
Sheet in the Offer to Purchase 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 Purchase 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 |
|
|
Efstratios Desypris |
|
Chief Financial Controller |
|
|
Ioannis Karyotis |
|
Senior Vice President Strategic Planning |
|
|
Erifili Tsironi |
|
Senior Vice President Credit Management |