NM-H Navios Maritime Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Navios Maritime Holdings Inc.

(Name of the Issuer)

Navios Maritime Holdings Inc.

N Logistics Holdings Corporation

Navigation Merger Sub Inc.

N Shipmanagement Acquisition Corp.

Angeliki Frangou

(Names of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Y62197119

(CUSIP Number of Class of Securities)

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

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

i

INTRODUCTION

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the SEC pursuant to Section 13(e) of the Exchange Act jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Navios Maritime Holdings Inc., a corporation organized under the laws of the Republic of the Marshall Islands corporation (the “Company”), the issuer of common stock, par value $0.0001 per share (the “Company Common Stock”), (b) N Logistics Holdings Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (“NLHC”) and controlled by Ms. Angeliki Frangou, (c) Navigation Merger Sub Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of NLHC (“Merger Sub”), (d) N Shipmanagement Acquisition Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“NSC”) and controlled by Ms. Angeliki Frangou, and (e) Ms. Angeliki Frangou.

On September 13, 2023, the Board of Directors of the Company (the “Company Board”) received a non-binding Proposal Letter (the “Proposal Letter”) from NSC to acquire the outstanding shares of Company Common Stock not held by NSC and its affiliates (the “Potential Transaction”) and indicating that NSC would not proceed with the Potential Transaction unless approved by a special committee of independent and disinterested directors of the Company.

After receiving the Proposal Letter, the Company Board formed a special committee (the “Special Committee”) consisting solely of independent and disinterested directors of the Company to evaluate and negotiate the Potential Transaction.

On October 22, 2023, acting on the unanimous recommendation of the Special Committee, the Company Board approved, by unanimous vote of the directors not affiliated with NLHC or its affiliates, and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, NLHC, Merger Sub and, for limited purposes, NSC. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the merger and a subsidiary of NLHC (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by (i) the Company or any of its subsidiaries or (ii) NLHC or Merger Sub) will be automatically converted into the right to receive the merger consideration of  $2.28 per share of Company Common Stock in cash (the “Per Share Merger Consideration”), without interest and less any required withholding taxes.

The Company’s outstanding shares of (i) 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (and the related American Depositary Shares), (ii) 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (and the related American Depositary Shares), and (iii) Series I Non-Economic Preferred Stock (the “Series I Preferred Stock”) will be unaffected by the Merger and remain outstanding as identical securities of the Surviving Corporation.

The Merger Agreement and the terms of the transactions contemplated thereby, including the Merger, were negotiated on behalf of the Company by the Special Committee, with the assistance of the Special Committee’s financial advisor and legal advisor. The Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and the holders of Company Common Stock (other than NLHC and its affiliates); (ii) approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) recommended to the Company Board that it approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; and (iv) recommended, subject to the Company Board approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and submitting the Merger Agreement to the stockholders, that the stockholders approve the adoption of the Merger Agreement and the Merger. The Company Board, acting upon the unanimous recommendation of the Special Committee, by unanimous vote of the directors not affiliated with NLHC or its affiliates, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to the stockholders for approval at the Company Stockholders’ Meeting (as defined below) and recommended that the stockholders approve and adopt the Merger Agreement and approve the Merger.

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The Company will hold a special meeting of its stockholders (the “Company Stockholders’ Meeting”) to vote on the Merger Agreement and the Merger. In order for the Merger to be completed, the Merger Agreement and the transactions contemplated thereby, including the Merger, must be authorized and approved by the affirmative vote of the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, voting together as a single class.

Under the terms of the Merger Agreement, unless the Special Committee withdraws its recommendation in favor of the Merger, NSC, the holder of all of the issued and outstanding shares of Series I Preferred Stock, is required to vote all of the shares of Series I Preferred Stock in favor of the Merger and the Merger Agreement at the Company Stockholders’ Meeting. Since the votes entitled to be cast by NSC in respect of the shares of Series I Preferred Stock represent a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, the voting by NSC of the shares of Series I Preferred Stock in favor of the approval and authorization of the Merger Agreement will provide sufficient votes to assure that the Merger Agreement will be approved.

The Company is making available to its stockholders a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the Company Stockholders’ Meeting. A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.

ITEM 1 SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 2 SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(d) Dividends.

The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

ITEM 3 IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003(a)-(c)

(a) Name and Address. Navios Maritime Holdings Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 4 TERMS OF THE TRANSACTION

Regulation M-A Item 1004(a), (c)-(f)

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Dissenters’ Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Eligibility of Listing or Trading. Not applicable.

ITEM 5 PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005(a)-(c), (e)

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Regulation M-A Item 1006(b), (c)(1)-(8)

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 7 PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a) Purpose. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 8 FAIRNESS OF THE TRANSACTION

Regulation M-A Item 1014

(a) - (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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ITEM 9 REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

Regulation M-A Item 1015

(a) - (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The presentation materials prepared by Jefferies LLC and provided to the Special Committee, dated October 4, 2023, October 11, 2023, October 20, 2023 and October 22, 2023 are set forth as Exhibits (c)(2) - (c)(5), respectively, hereto and are incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The written opinion of Jefferies LLC is attached to the Proxy Statement as Annex B and is incorporated herein by reference.

(c) Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Company Common Stock or his, her or its representative who has been so designated in writing.

ITEM 10 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Expenses. The information set forth in the Proxy Stgatement under the following caption is incorporated herein by reference:

(d) Borrowed Funds. Not applicable.

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ITEM 11 INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

ITEM 12 THE SOLICITATION OR RECOMMENDATION

Regulation M-A Item 1012(d)-(e)

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 13 FINANCIAL STATEMENTS

Regulation M-A Item 1010(a)-(b)

(a) Financial Information. The audited financial statements of the Company for the two years ended December 31, 2022 and 2021 are incorporated herein by reference to the Company’s Form 20-F for the year ended December 31, 2022, filed on March 28, 2023 (see page F-1 and following pages). The unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2023 and 2022 are incorporated herein by reference to the Company’s report on Form 6-K filed on September 7, 2023.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(b) Pro Forma Information. Not applicable.

ITEM 14 PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009

(a) Solicitation or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 15 ADDITIONAL INFORMATION

Regulation M-A Item 1011(b)-(c)

(c) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

ITEM 16 EXHIBITS

Regulation M-A Item 1016(a)-(d), (f)-(g)

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SIGNATURES

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.

Date: November 13, 2023

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Exhibit (a)-(1)

November 13, 2023

LETTER TO THE STOCKHOLDERS OF NAVIOS MARITIME HOLDINGS INC. FROM THE CHAIRMAN OF THE SPECIAL COMMITTEE:

Dear Stockholders of Navios Maritime Holdings Inc.:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of Navios Maritime Holdings Inc. (the “Company”) to be held at the offices of the Company located at Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, on Wednesday, December 13, 2023, at 9:00 a.m., local time. The Notice of Special Meeting, the accompanying proxy statement and related materials can also be found at https://www.cstproxy.com/naviosmaritimeholdings/2023.

On October 22, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with N Logistics Holdings Corporation (“NLHC”), a company affiliated with the Company’s Chairwoman and Chief Executive Officer, Angeliki Frangou, Navigation Merger Sub Inc., a wholly owned subsidiary of NLHC (“Merger Sub”), and, for limited purposes, N Shipmanagement Acquisition Corp. (“NSC”), another company affiliated with Ms. Frangou. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), with the Company becoming a subsidiary of NLHC upon consummation of the Merger.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (such shares, the “Company Common Stock”) outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by (i) the Company or any of its subsidiaries or (ii) NLHC or Merger Sub) will be converted into the right to receive $2.28 per share in cash (the “Per Share Merger Consideration”), without interest and less any required withholding taxes.

The Per Share Merger Consideration of  $2.28 in cash, represents a premium of approximately 43% to the $1.60 closing price of the shares of Company Common Stock on September 12, 2023, the last trading day before the Company’s announcement of an offer made by an affiliate of Ms. Frangou on September 13, 2023 to acquire all of the shares of Company Common Stock not already owned by NLHC for $1.84 per share, and a premium of approximately 21% to the $1.89 closing price of the shares of Company Common Stock on October 20, 2023, the last trading day before the Company’s announcement of the Merger Agreement.

The Merger Agreement was negotiated and unanimously approved by a special committee of the board of directors of the Company consisting solely of independent and disinterested directors (the “Special Committee”). The Merger Agreement was also approved by the Company’s board of directors (the “Company Board”) by unanimous vote of the directors not affiliated with NLHC or its affiliates.

The proposed Merger is a “going private” transaction under the rules of the U.S. Securities and Exchange Commission (the “SEC”). If the Merger is completed, all of the shares of Company Common Stock will cease to be publicly traded and will be owned by NLHC.

The Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and the holders of Company Common Stock (other than NLHC and its affiliates); (ii) approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) recommended to the Company Board that it approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; and (iv) recommended, subject to the Company Board approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and submitting the Merger Agreement to the Company’s stockholders, that the stockholders approve the adoption of the Merger Agreement and the Merger.

The Company Board, acting upon the unanimous recommendation of the Special Committee, by unanimous vote of the directors not affiliated with NLHC or its affiliates, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for approval at the Special Meeting and recommended that the stockholders approve and adopt the Merger Agreement and approve the Merger.

At the Special Meeting, the Company will ask you to vote on a proposal to approve and adopt the Merger Agreement and approve the Merger (the “Merger Agreement Proposal”). The Merger Agreement and the Merger have been unanimously approved and recommended by the Special Committee. Based on the unanimous recommendation of the Special Committee, the Company Board, by unanimous vote of the directors not affiliated with NLHC or its affiliates, recommends that stockholders vote “FOR” the Merger Agreement Proposal.

In order for the Merger to be completed, the Merger Agreement and the transactions contemplated thereby, including the Merger, must be authorized and approved by the affirmative vote of the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, voting together as a single class. Under the terms of the Merger Agreement, unless the Special Committee withdraws its recommendation in favor of the Merger, NSC, the holder of shares of the Company representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of the Company will be required to vote or cause to be voted the shares of the Company beneficially owned by it and its affiliates in favor of the Merger Agreement Proposal.

In the materials accompanying this letter, you will find a Notice of Special Meeting of stockholders, a proxy statement relating to the actions to be taken by holders of Company Common Stock and Series I Preferred Stock at the Special Meeting or any adjournment or postponement thereof and a proxy card. The proxy statement includes other important information about the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company encourages you to read the entire proxy statement, including the annexes and the documents referred to or incorporated by reference in the proxy statement, carefully. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. You may also obtain additional information about the Company from documents the Company has filed with the SEC.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. YOU CAN ALSO VOTE BY INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY CARD PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY CARD RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT “FOR” THE MERGER AGREEMENT PROPOSAL. IN ADDITION, IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE, THE FAILURE TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE TO VOTE YOUR SHARES “FOR” APPROVAL OF THE MERGER AGREEMENT PROPOSAL WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” APPROVAL OF THE MERGER AGREEMENT PROPOSAL.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 13, 2023, and together with the enclosed form of proxy card, is first being mailed to holders of Company Common Stock and Series I Preferred Stock on or about November 13, 2023.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Notice is hereby given that a special meeting of the stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Navios Maritime Holdings Inc. (the “Company”) will be held at the offices of Navios Maritime Holdings Inc., located at Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, on Wednesday, December 13, 2023, at 9:00 a.m., local time, to:

The record date for the Special Meeting is November 3, 2023 (the “Record Date”). Only holders of record of shares of Company Common Stock and Series I Preferred Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

Whether or not you plan to attend the Special Meeting, please read the enclosed proxy statement and complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. You can also vote by Internet by following the instructions on your proxy card. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card. Your vote is very important, regardless of the number of shares of Company Common Stock or Series I Preferred Stock that you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., New York time, on December 12, 2023, the day before the Special Meeting. If you hold shares of Company Common Stock through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your shares.

ANY SIGNED PROXY CARD RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT “FOR” THE MERGER AGREEMENT PROPOSAL. IN ADDITION, IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE, THE FAILURE TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE TO VOTE YOUR SHARES “FOR” APPROVAL OF THE MERGER AGREEMENT PROPOSAL WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” APPROVAL OF THE MERGER AGREEMENT PROPOSAL.

The proxy statement that accompanies this notice provides extensive information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. We encourage you to read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement, carefully and in their entirety. A copy of the Merger Agreement is included in the proxy statement as Annex A. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”).

If you have questions about the Merger or the Special Meeting, need additional copies of the proxy statement or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Maritime Holdings Inc. by writing to Vasiliki (Villy) Papaefthymiou, Secretary, Navios Maritime Holdings Inc., Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, or by telephone at +1 345 232 3066.

November 13, 2023

Grand Cayman, Cayman Islands

PROXY STATEMENT

Dated November 13, 2023

SUMMARY VOTING INSTRUCTIONS

PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD TODAY!

Record Holders

Whether you plan to attend the Special Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the Special Meeting. If you hold book-entry shares of Company Common Stock that are registered directly in your name on the books and records of our stock transfer agent, Continental Stock Transfer & Trust Company, or you have stock certificates representing shares of Company Common Stock, you may vote:

“Street Name” Holders

If your shares of Company Common Stock are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

“Street name” holders may vote by telephone or Internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

If you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement or need to obtain proxy cards or other information related to the proxy solicitation, please contact Navios Maritime Holdings Inc. at:

Navios Maritime Holdings Inc.

Attn: Vasiliki (Villy) Papaefthymiou, Secretary

Strathvale House

90 N Church Street, Grand Cayman, KY1-1104

Cayman Islands

Telephone: +1 345 232 3066

Email: legal_corp@navios.com

If a bank, broker or other nominee holds your shares of Company Common Stock, then you should also contact your bank, broker or other nominee for additional information.

ANNEXES

Annex A - Agreement and Plan of Merger

Annex B - Opinion of Jefferies LLC

GLOSSARY

Unless otherwise indicated or as the context otherwise indicates, when used in this proxy statement:

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER AGREEMENT PROPOSAL

The following answers address briefly some questions you may have regarding the Special Meeting and the Merger Agreement Proposal. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement for further information.

This proxy statement serves as the proxy statement through which the Company will provide its stockholders with important information regarding the Special Meeting, the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and solicit proxies to approve the Merger Agreement Proposal.

The Company will hold a Special Meeting to approve the Merger Agreement Proposal. This proxy statement contains important information about the Merger Agreement, the Merger and the Special Meeting, and you should read it carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Special Meeting.

The Company’s outstanding shares of Series G Preferred Stock (and the related American Depositary Shares), Series H Preferred Stock (and the related American Depositary Shares), and Series I Preferred Stock will be unaffected by the Merger and remain outstanding as identical securities of the Surviving Corporation.

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As noted above, under the terms of the Merger Agreement, unless the Special Committee withdraws its recommendation in favor of the Merger (as described in the section of this proxy statement titled “The Merger Agreement — No Solicitation of Acquisition Proposals; Changes in Special Committee Recommendation”), NSC is required to vote all of the shares of Series I Preferred Stock in favor of the approval and authorization of the Merger Agreement at the Special Meeting or any postponement or adjournment thereof. Since the votes entitled to be cast by NSC in respect of the shares of Series I Preferred Stock represent a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, the voting by NSC of the shares of Series I Preferred Stock assures a quorum will be present at the Special Meeting.

“FOR” the Merger Agreement Proposal.

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“FOR” the Merger Agreement Proposal.

If you are a holder of any of the Company’s outstanding shares of Series G Preferred Stock or Series H Preferred Stock, you do not have a right to vote on the Merger Agreement Proposal as a holder of such shares.

Your failure to vote your shares of Company Common Stock or your abstention from voting on the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Each of the directors and executive officers of the Company that owns shares of Company Common Stock has informed the Company that, as of the date of this proxy statement, he or she intends to vote shares owned directly by him or her “FOR” the Merger Agreement Proposal.

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If you are a stockholder of record, you can ensure that your shares are voted at the Special Meeting by submitting your proxy via:

If you hold your shares of Company Common Stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by it regarding how to instruct it to vote your shares of Company Common Stock. Without those instructions, your shares of Company Common Stock will not be voted, which will have the same effect as voting “AGAINST” the Merger Agreement Proposal.

Please note that if you hold your shares of Company Common Stock in “street name” and you have instructed a broker, bank or other nominee to vote your shares of Company Common Stock, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank or other nominee to revoke your voting instructions.

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If your shares of Company Common Stock are held in “street name” through a broker, bank or other nominee, you will receive either a voting form or a proxy card from the nominee with specific instructions about the voting methods available to you. As a beneficial owner, in order to ensure your shares of Company Common Stock are voted, you must provide voting instructions to the broker, bank or other nominee by the deadline provided in the materials you receive from them.

You should instruct your broker or other nominee as to how to vote your shares, following the directions that your broker or other nominee provided to you. Please check the voting form used by your broker or other nominee. If you do not provide your broker or other nominee with instructions, your shares will not be counted for purposes of determining a quorum at the Special Meeting and they will not be voted on any proposal at the Special Meeting.

Please note that you may not vote shares held in “street name” by returning a proxy card directly to the Company or by voting in person at your Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker or other nominee.

If you hold your shares in “street name” by your broker or other nominee and your return your voting instruction form without indicating how to vote on the Merger Agreement Proposal, the Company Common Stock represented thereby will be voted as described on the voting instruction form.

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Navios Maritime Holdings Inc.

Attn: Vasiliki (Villy) Papaefthymiou, Secretary

Strathvale House

90 N Church Street, Grand Cayman, KY1-1104

Cayman Islands

Telephone: +1 345 232 3066

Email: legal_corp@navios.com

If your broker, bank or other nominee holds your Company Common Stock, you can also call your broker, bank or other nominee for additional information.

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SPECIAL FACTORS

Background of the Merger

The following is a summary of certain events leading up to the signing of the Merger Agreement and the key meetings, negotiations, discussions and actions by and between the Company and the Buyer Group and their respective advisors that preceded the public announcement of the transaction.

On September 13, 2023, the Company Board received from NSC, a company controlled by Ms. Frangou and an affiliate of NLHC, a non-binding proposal letter (the “Initial Offer”) with respect to the acquisition by NSC of all of the issued and outstanding shares of Company Common Stock for $1.84 per share in cash (the “Proposed Transaction”). The Initial Offer indicated that it was NSC’s expectation that the Company Board would appoint a special committee of independent directors to consider the Proposed Transaction and make a recommendation to the Company Board with respect thereto and that NSC would not move forward with the transaction unless approved by such committee. In the Initial Offer, NSC stated that, in its capacity as a Company shareholder, it was only interested in acquiring the shares of Company Common Stock not already owned by it or any of its affiliates and had no interest in selling any of its equity interest in the Company nor would it expect to vote in favor of any alternative sale, merger, or similar transaction involving the Company.

On September 13, 2023, the Company Board held a meeting to discuss the Proposed Transaction. The Company Board adopted resolutions forming the Special Committee, consisting of two directors, Spyridon Magoulas and George Malanga, each of whom the Company Board determined was independent and not affiliated with NSC. The Company Board authorized the Special Committee to exercise all power and authority of the Company Board that may be delegated with respect to the Proposed Transaction, including, among other things, the power and authority to take any and all actions to:

The Company Board also resolved that it would not recommend a transaction with NSC or its affiliates for approval by the stockholders of the Company or otherwise approve such a transaction unless it was recommended by the Special Committee.

On September 13, 2023, NSC filed with the SEC an amendment to the Schedule 13D of NSC and Ms. Frangou, which included the Initial Offer as an exhibit. That same day, the Company issued a press release announcing the receipt of the Initial Offer from NSC and disclosing that the Company Board had formed a Special Committee to consider the Proposed Transaction.

The members of the Special Committee interviewed legal advisors, including Latham & Watkins LLP (“Latham”), to potentially serve as legal advisor to the Special Committee in connection with the Proposed Transaction. They also interviewed financial advisors, including Jefferies, to potentially serve as independent financial advisor to the Special Committee in connection with the Proposed Transaction.

On September 14, 2023, the Special Committee engaged Latham to serve as its legal counsel in connection with the Proposed Transaction based on Latham’s extensive experience with conflicts transactions, market knowledge and familiarity with the Company’s business.

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On September 18, 2023, the Special Committee engaged Jefferies to serve as its independent financial advisor in connection with the Proposed Transaction based on Jefferies capabilities, expertise and experience with respect to transactions similar to the Proposed Transaction and the fact that Jefferies had no relationship or conflicts of interest that would prevent it from serving as an independent financial advisor to the Special Committee.

On September 20, 2023, the Special Committee held a telephonic meeting attended by representatives of Jefferies and Latham. The parties discussed the expected development of, and timeline for, the negotiations related to the Proposed Transaction. Representatives of Latham reviewed with the members of the Special Committee their fiduciary duties in evaluating the Proposed Transaction. The Special Committee also discussed with its advisors the anticipated scope of legal, financial and other due diligence relating to the Company, and the Special Committee directed Jefferies and Latham to continue to advance such due diligence.

Throughout the month of September 2023, the Special Committee’s advisors coordinated with the Company’s management and advisors regarding additional information related to the Company’s business, financial condition, legal matters and other due diligence matters.

On September 27, 2023, representatives of Latham held a telephonic meeting with representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), legal counsel to the Buyer Group, to discuss legal issues and legal diligence items relating to the Proposed Transaction, including the necessity of holding a stockholder vote in connection with the Proposed Transaction and filing with the SEC a proxy statement and a Schedule 13E-3 Transaction Statement in connection with the consummation of the Proposed Transaction.

On October 4, 2023, the Special Committee held a telephonic meeting attended by representatives of Jefferies and Latham. Jefferies discussed with the Special Committee matters relating to the Company’s stock price and capital structure.

On October 6, 2023, representatives of Jefferies and Latham held a due diligence call with the Company’s management, addressing the Company’s operations, assets, financial condition and business plan. Later on the same day and on October 10, 2023, the Company’s management made additional due diligence materials requested by the Special Committee available to the Special Committee and its advisors, including management’s projections.

On October 11, 2023, the Special Committee held a telephonic meeting attended by representatives of Jefferies and Latham. Latham and Jefferies reviewed the status of their due diligence review, including the due diligence call with the Company’s management and management’s responses to due diligence requests. Representatives of Jefferies also presented their preliminary financial analysis of the consideration to be received by the public stockholders. During its presentation, Jefferies, among other things, reviewed the terms of the Proposed Transaction and historical trading prices of the shares of Company Common Stock and presented its preliminary financial analysis of the consideration to be received by the public stockholders in the Proposed Transaction, including a review of valuation methodologies used in performing that analysis. Latham reported on the status of its legal due diligence review. The Special Committee then discussed potential counterproposals to the Initial Offer.

On October 13, 2023, after further correspondence with its advisors, the Special Committee authorized representatives of Latham to deliver the Special Committee’s counterproposal of $2.50 per share in cash to representatives of Fried Frank, and Latham did so later that day.

On October 16, 2023, representatives of Latham held a telephonic meeting with representatives of Fried Frank to discuss the process for negotiating a definitive Merger Agreement and anticipated timeline for signing a definitive Merger Agreement. On the same day, a representative of S. Goldman Advisors LLC, financial advisor to the Buyer Group (“S. Goldman”), orally conveyed to representatives of Jefferies that NSC was willing to raise its offer from $1.84 per share to $2.05 per share in cash (the “October 16 Offer”).

Later that day, representatives of Fried Frank distributed an initial draft of the Merger Agreement to representatives of Latham. The draft Merger Agreement contemplated, among other things: (i) that the obligations of the Company and NSC to consummate the Merger would be conditioned on, among other conditions, the approval of the Merger Agreement and the Merger by the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast by the holders of all outstanding shares of

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Company Common Stock and Series I Preferred Stock, voting together as a single class (including the shares of Company Common Stock and Series I Preferred Stock owned by NSC and its affiliates) (the “Stockholder Vote Standard”); (ii) a “force the vote” provision, which would allow the Company Board to change its recommendation in the event of, but not terminate the Merger Agreement to accept, a superior proposal; and (iii) a termination fee payable by the Company if the Merger Agreement were to be terminated under specified circumstances.

On October 18, 2023, the Special Committee held a telephonic meeting attended by representatives of Jefferies and Latham to discuss the October 16 Offer. Representatives of Jefferies discussed their financial analysis of the $2.05 per share in cash included in the October 16 Offer. Representatives of Latham provided an overview of the initial draft of the Merger Agreement provided by representatives of Fried Frank in connection with the Proposed Transaction and led a detailed discussion of the material outstanding issues. The Special Committee also discussed with its advisors potential counterproposals to the October 16 Offer, including proposed changes to the Merger Agreement. Following the discussion, the Special Committee authorized Jefferies, on behalf of the Special Committee, to contact S. Goldman and propose a counteroffer of $2.40 per share in cash, subject to finalization of the definitive agreements, and Latham to provide feedback to Fried Frank on the terms of the proposed Merger Agreement. Later that day, in accordance with the Special Committee’s instructions, representatives of Jefferies communicated the $2.40 counteroffer to S. Goldman.

Also later that day, a representative of Latham called a representative of Fried Frank to discuss the Special Committee’s feedback on the initial draft of the Merger Agreement, including, among other things: (i) that determination of the appropriate Stockholder Vote Standard remained subject to finalization of the terms of the Proposed Transaction, including the offer price per share, but that the Special Committee would seek the Majority of the Minority Vote Approval if the agreed price did not significantly exceed the October 16 Offer; (ii) an affirmative obligation of NSC and its affiliates to vote all shares of Company Common Stock and Series I Preferred Stock beneficially owned by it or any of its affiliates in favor of the Merger Agreement and the Merger at the Special Meeting (the “NSC Voting Covenant”); and (iii) a reciprocal termination fee payable by NSC (the “Buyer Termination Fee”) if the Merger Agreement were to be terminated under certain circumstances. On the same day, representatives of Latham sent supplemental legal due diligence requests to representatives of Fried Frank.

On October 19, 2023, representatives of Fried Frank provided responses to Latham’s supplemental legal due diligence requests.

Also on October 19, 2023, a representative of S. Goldman called representatives of Jefferies to communicate that NSC was willing to raise its offer from $2.05 per share to $2.15 per share in cash (the “October 19 First Offer”).

Later that day, the Special Committee held a telephonic meeting attended by representatives of Jefferies and Latham at which representatives of Jefferies reviewed the presentation materials prepared by Jefferies and discussed their financial analysis of the $2.15 per share in cash included in the October 19 First Offer. The Special Committee then discussed a potential counterproposal with its advisors. After that discussion, the Special Committee authorized Jefferies, on behalf of the Special Committee, to provide S. Goldman with a counterproposal of $2.35 per share in cash in exchange for accepting NSC’s proposed voting requirement for approval of the Proposed Transaction (the “Third Committee Counterproposal”).

Following the telephonic meeting with the Special Committee and its advisors, representatives of Jefferies called a representative of S. Goldman and orally delivered the Third Committee Counterproposal. During the same discussion, S. Goldman conveyed to Jefferies a counteroffer pursuant to which the public stockholders will receive $2.28 per share in cash (the “October 19 Second Offer”).

On October 20, 2023, representatives of Fried Frank distributed an initial draft of the Convertible Debenture Amendment.

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Also on October 20, 2023, the Special Committee held a telephonic meeting attended by representatives of Jefferies and Latham at which representatives of Jefferies reviewed with the Special Committee the presentation materials prepared by Jefferies and discussed their financial analysis of the $2.28 per share in cash included in the October 19 Second Offer, which represented a 23.9% increase to the Initial Offer and a 42.5% premium to the closing price of the Company Common Stock on September 12, 2023. Following extensive discussion, the Special Committee determined to accept the October 19 Second Offer, subject to finalization of the definitive agreements. The Special Committee then authorized Latham to revise the Merger Agreement and the Convertible Debenture Amendment consistent with the Special Committee’s point of view and to deliver such revised drafts to Fried Frank on behalf of the Special Committee, which representatives of Latham did later that day.

The revised draft of the Merger Agreement, among other things: (i) included the Company Board’s right to terminate the Merger Agreement to accept a superior proposal (the “Superior Proposal Termination Right”); (ii) provided for the Buyer Termination Fee; (iii) included a footnote contemplating that NSC would deliver a voting agreement setting forth the NSC Voting Covenant, among other things, in connection with the Proposed Transaction; and (iv) contemplated that the Merger would not be conditioned on the absence of a Company material adverse effect (such closing condition, the “MAE Closing Condition”). The revised draft of the Convertible Debenture Amendment, among other things, removed the delisting of Company Common Stock from the New York Stock Exchange from constituting an event of default under the Convertible Debenture.

On October 21, 2023, representatives of Latham and Fried Frank exchanged multiple drafts of the Merger Agreement and the Convertible Debenture Amendment and had multiple calls and email exchanges to negotiate the terms of the definitive agreements.

On the morning of October 21, 2023, representatives of Fried Frank sent a revised draft of the Merger Agreement to representatives of Latham. The revised draft, among other things: (i) included the NSC Voting Covenant, (ii) reinserted the MAE Closing Condition, (iii) accepted the Superior Proposal Termination Right and the Buyer Termination Fee; and (iv) contemplated a termination fee of $1,500,000 payable by either the Company or NLHC in the event the Merger Agreement were to be terminated under the circumstances specified in the Merger Agreement.

On the afternoon of October 21, 2023, representatives of Latham sent a revised draft of the Merger Agreement to representatives of Fried Frank. The revised draft, among other things: (i) accepted the MAE Closing Condition and the Buyer Group’s proposed termination fee amount and (ii) included an affirmative obligation of NSC to abide by certain transfer restrictions with respect to the shares of Company Common Stock and Series I Preferred Stock beneficially owned by NSC or any of its affiliates (the “NSC Transfer Restrictions”). Also later the same day, representatives of Fried Frank sent a revised draft of the Convertible Debenture Amendment to representatives of Latham. That revised draft, among other things, extended the period for which Company Common Stock shall have been delisted from the New York Stock Exchange from 5 days to 45 days before such delisting would constitute an event of default under the Convertible Debenture.

On the evening of October 21, 2023, representatives of Fried Frank sent a revised draft of the Merger Agreement to representatives of Latham. The revised draft, among other things, accepted the NSC Transfer Restrictions.

Throughout the course of that day, representatives of Latham provided updates to, and received feedback from, the Special Committee on status of the negotiations and material changes to the drafts of the Merger Agreement and the Convertible Debenture Amendment.

On October 22, 2023, the Special Committee held a meeting via teleconference with representatives of Jefferies and Latham in attendance, to consider the Proposed Transaction. Representatives of Jefferies discussed materials prepared by Jefferies regarding their financial analysis with respect to the Proposed Transaction. Jefferies then rendered to the Special Committee an oral opinion, subsequently confirmed by delivery of a written opinion dated October 22, 2023, to the Special Committee to the effect that, as of the date of its opinion, and based upon the assumptions made, matters considered, procedures followed, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Merger Consideration to be received by the public stockholders pursuant to the Merger Agreement was fair, from a financial point of view, to the public stockholders. At the same meeting, representatives of Latham discussed materials prepared by Latham regarding the Proposed Transaction and summarized for the Special Committee the terms and conditions of the Merger Agreement and the Convertible Debenture Amendment. Representatives of Latham also reviewed the Special Committee’s fiduciary

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duties under applicable law. After further discussion of the Proposed Transaction, the Special Committee, by unanimous vote: (i) determined that the Merger Agreement and the Convertible Debenture Amendment, and the transactions contemplated thereby, including the Merger, were fair to, and in the best interests of, the Company and the public stockholders; (ii) declared advisable and approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) recommended to the Company Board that it approve the Merger Agreement and the Convertible Debenture Amendment, and the consummation of the transactions contemplated thereby, including the Merger; and (iv) recommended, subject to the Company Board approving the Merger Agreement and the Convertible Debenture Amendment, and the transactions contemplated thereby, including the Merger, and submitting the Merger Agreement to the stockholders of the Company, that the stockholders approve the adoption of the Merger Agreement and the Merger.

Also on October 22, 2023, after the Special Committee meeting, the Company Board held a special meeting to consider the Proposed Transaction. During the meeting, the Special Committee provided the Company Board with an overview of the process conducted by the Special Committee in its evaluation of the Proposed Transaction. Representatives of Jefferies discussed its financial analysis with respect to the Proposed Transaction and provided a summary of its oral opinion rendered during the meeting with the Special Committee. Representatives of Latham then discussed the terms and conditions of the Merger Agreement and the Convertible Debenture Amendment. Representatives of Latham also reviewed the Company Board’s fiduciary duties under applicable law. Following such discussions and acting upon the recommendation of the Special Committee, the Company Board, by unanimous vote of the directors not affiliated with NLHC or its affiliates: (i) determined that the Merger Agreement and the Convertible Debenture Amendment, and the transactions contemplated thereby, including the Merger, were fair to, and in the best interests of, the Company and its stockholders; (ii) approved and declared advisable the Merger Agreement and the Convertible Debenture Amendment, and the transactions contemplated thereby, including the Merger; and (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for approval at the Special Meeting and recommended that the stockholders approve and adopt the Merger Agreement and the Merger.

That same day, following the meetings of the Special Committee and the Company Board, representatives of each of Latham and Fried Frank finalized the Merger Agreement and the Convertible Debenture Amendment. Later in the evening on October 22, 2023, the parties executed the Merger Agreement and the Convertible Debenture Amendment.

On October 23, 2023, the Company issued a joint press release announcing the transaction.

Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Stockholders

The Company Board formed the Special Committee consisting of George Malanga and Spyridon Magoulas, each of whom was determined by the Company Board to be independent and not affiliated with the Buyer Group. The Company Board authorized the Special Committee to exercise all power and authority of the Company Board that may be delegated with respect to the Proposed Transaction, including the power and authority to consider, review and evaluate and, if the Committee deemed it appropriate, negotiate and implement the terms and conditions of a possible transaction with the Buyer Group, and the forms, terms and conditions of the definitive agreements in connection therewith and determine the advisability of the possible transaction with the Buyer Group; determine and provide a recommendation with respect to whether a possible transaction with the Buyer Group is fair to, and in the best interests of, the Company’s public stockholders; and select and retain, at the Company’s expense, one or more independent advisors to advise and assist the Special Committee in considering the Proposed Transaction. The Company Board also resolved that it would not approve a transaction with the Buyer Group unless it was recommended by the Special Committee.

The Special Committee retained its own independent financial and legal advisors who have extensive experience with transactions similar to the Merger and who assisted the Special Committee in evaluating the Merger Agreement and the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger, and in negotiating with the Buyer Group and its advisors.

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The Special Committee, acting with the advice and assistance of its independent legal and financial advisor, evaluated and negotiated the Merger, including the terms and conditions of the Merger Agreement and the Convertible Debenture Amendment, and unanimously (i) determined that the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the public stockholders; (ii) declared advisable and approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) recommended to the Company Board that it approve the Merger Agreement and the Convertible Debenture Amendment and the consummation of the transactions contemplated thereby, including the Merger; and (iv) recommended, subject to the Company Board approving the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger, and submitting the Merger Agreement to the stockholders, that the stockholders approve the adoption of the Merger Agreement and the Merger.

Over the course of approximately six weeks, the Special Committee held regular meetings, attended by its independent financial and legal advisors, to discuss, among other things, the transaction proposed by the Buyer Group, including the cash consideration that was proposed by the Buyer Group in connection with such transaction, the Merger Agreement and the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger.

In evaluating the fairness and advisability of the Merger Agreement and the Merger, the Special Committee considered information with respect to the Company’s financial condition, results of operations, businesses, competitive position and business strategy, on a historical and a prospective basis, as well as current industry, economic and market conditions and trends. In reaching their determinations and making their recommendations, the Special Committee relied on the Company and its management to provide factual financial information, projections and assumptions, based on the best information available to management at that time, as the starting point for their analyses. The Special Committee considered the financial analyses and fairness opinion of Jefferies, which the Special Committee has adopted as its own, in reaching its determination as to the advisability and fairness of the Merger Agreement (including the Merger Consideration) and the Merger.

The Special Committee also considered the following factors as being generally supportive of its determination and recommendations:

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In addition, the Special Committee did not consider the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the stockholders of the Company, as a factor in its consideration of the fairness of the Merger. The Special Committee believes that net book value, which is an accounting concept based on historical costs, is not a material indicator of the value of the Company as a going concern because it does not take into account quality of earnings, cash generation capability, undeclared preferred dividends, the future prospects of the Company and Navios Logistics, market conditions, or trends in the industries in which Navios Logistics’ conducts its business, but rather is indicative of historical costs.

The Special Committee also considered a number of factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the public stockholders:

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In light of the procedural safeguards to the public stockholders described above, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the public stockholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger.

In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following countervailing factors concerning the Merger Agreement and the Merger:

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The Special Committee also considered the financial analyses and the opinion of Jefferies (as more fully described in the section entitled “Special Factors-Opinion of the Financial Advisor to the Special Committee”), which the Special Committee has adopted as its own, among other factors considered, in reaching its determination as to the fairness of the transactions contemplated by the Merger Agreement. As part of making its determination regarding the fairness of the Merger, the Special Committee relied upon the Company’s management’s projections as described in the section entitled “Special Factors—Financial Projections Prepared by the Company” and assumed that such plan had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the financial performance of the Company for the periods indicated therein.

The Special Committee’s decision to approve the Merger at this time on behalf of the Company was also motivated by the fact that the Buyer Group was willing at this time to enter into the Merger Agreement at the $2.28 per share price the Special Committee negotiated. Based on discussions with the Buyer Group, it was the view of the Special Committee that there was a meaningful risk that, if it failed to approve the proposed Merger at this time, the Buyer Group was unlikely to agree to the proposed price or a higher price in the future. The reasons for the Buyer Group’s decision to propose the Merger at this time, are described under “Special Factors-Buyer Group’s Purposes and Reasons for the Merger; Position of the Buyer Group as to the Fairness of the Merger to Public Stockholders” beginning on page 36.

The Special Committee considered all of the foregoing factors as a whole and, on balance, concluded that they supported a determination to approve the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger. This discussion of the information and factors considered by the Special Committee in reaching its conclusions and recommendation includes all of the material factors considered by the Special Committee, but is not intended to be exhaustive. In view of the wide variety of factors the Special Committee considered in evaluating the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger, and the complexity of these matters, the Special Committee did not find it practicable, and did not attempt, to quantify, rank or otherwise assign relative weight to the factors. In addition, in considering the factors described above, and any other factors, different members of the Special Committee may have viewed factors differently or given different weight or merit to different factors. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in the light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Information.”

In reaching its determination and making its recommendation, the Special Committee did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant valuation method. In addition, the Special Committee did not consider firm offers made by unaffiliated persons during the last two years, as no such offers were made during the last two years. While the Special Committee did not believe that there is a single method for determining “going concern value,” the Special Committee believes that each of Jefferies’ valuation methodologies represented a valuation of the Company as it continues to operate its business, and such analyses could be collectively characterized as forms of going concern valuations.

Recommendation of the Special Committee

The Special Committee unanimously (i) determined that the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and the public stockholders; (ii) declared advisable and approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) recommended to the Company Board that it approve the Merger Agreement and the Convertible Debenture Amendment and the consummation of the transactions contemplated thereby, including the Merger; and (iv) recommended, subject to the Company Board approving the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger, and submitting the Merger Agreement to the stockholders, that the stockholders approve the adoption of the Merger Agreement and the Merger (such recommendation, the “Special Committee Recommendation”). The Special Committee recommends that the stockholders of the Company vote “FOR” the Merger Agreement Proposal.

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Recommendation of the Company Board

The Company Board, acting upon the unanimous recommendation of the Special Committee, by unanimous vote of the directors not affiliated with NLHC or its affiliates: (i) determined that the Merger Agreement, and the transactions contemplated thereby, including the Convertible Debenture Amendment and the Merger, are fair to and in the best interests of the Company and its stockholders; (ii) approved and declared advisable the Merger Agreement, the Convertible Debenture Amendment and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to the stockholders for approval at the Special Meeting and recommended that the stockholders approve and adopt the Merger Agreement and approve the Merger (such recommendation, the “Company Board Recommendation”). In reaching its decision, the Company Board adopted as its own the analyses performed by or on behalf of the Special Committee as well as conclusions reached by the Special Committee regarding the Merger Agreement, and the transactions contemplated thereby, including the Convertible Debenture Amendment and the Merger, and the Company determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Company Board. The Company Board, acting upon the unanimous recommendation of the Special Committee, recommends that the stockholders of the Company vote “FOR” the Merger Agreement Proposal.

Financial Projections Prepared by the Company

In connection with the Proposed Transaction, management of the Company provided internal non-public projections relating to each of the Company and Navios Logistics, a subsidiary of the Company in which the Company holds 63.8% controlling interest, to the Special Committee and its financial advisor Jefferies for their use in negotiating the terms of the Proposed Transaction with the Buyer Group and its advisors and for use by Jefferies in connection with its performance of its financial analysis and delivery of its opinion to the Special Committee. A summary of these projections (rounded to the nearest million), is included below to give holders of Company Common Stock access to certain non-public unaudited prospective financial information that was made available to Jefferies, the Special Committee and the Company Board in connection with the Proposed Transaction.

These financial projections were prepared on a stand-alone basis without giving effect to the Merger and considering non-public, historical and projected, financial data and operating information prepared by management of the Company. In developing the financial projections, management made numerous material assumptions with respect to the Company’s businesses for the periods covered, including:

We cannot provide assurance that, had the financial projections been prepared as of the date of this proxy statement, similar estimates and assumptions would be used or that the resulting financial projections would be the same. The financial projections do not take into account all the possible financial and other effects on the Company of the Merger, of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the financial projections do not take into account the effect on the Company of any possible failure of the Merger to occur.

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The Company has included a summary of the financial projections in this proxy statement to give stockholders access to this information, but not to influence their decision whether to vote for or against the Merger Agreement Proposal. The inclusion of the summary projections in this proxy statement should not be regarded as an indication that the Company, Navios Logistics or their respective affiliates or representatives considered or consider the projections to be a reliable or accurate prediction of future performance or events, and the summary projections set forth below should not be relied upon as such. The financial projections are subjective in many respects. Although presented with numerical specificity, the financial projections reflect and are based on numerous varying assumptions and estimates with respect to industry performance, general business, economic, political, market and financial conditions, competitive uncertainties, and other matters, all of which are difficult to predict and beyond the Company’s control. As a result, there can be no assurance that the projections of the Company’s future performance will be realized or that actual results will not be significantly higher or lower than projected. The financial projections are forward-looking statements and should be read with caution. See “Cautionary Statement Concerning Forward-Looking Information” on page 50 and the section entitled “Item 3. Key Information – D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated by reference in this proxy statement. See “Where You Can Find More Information” beginning on page 90 for a description of how to obtain a copy of our Annual Report. The financial projections cover multiple years and such information by its nature becomes less reliable with each successive year. In addition, the financial projections will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods.

The financial projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (GAAP), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections; but, in the view of the Company’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Company. The Company’s independent registered public accounting firm has not examined or compiled any of the financial projections, expressed any conclusion or provided any form of assurance with respect to the financial projections and, accordingly, assumes no responsibility for them. The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC.

As noted in the tables below, certain of the measures included in the financial projections may be considered “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures used in the financial projections were relied upon by Jefferies, with the permission of the Special Committee, for purposes of its opinion and by the Special Committee and the Company Board in connection with their evaluations of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Jefferies for purposes of its opinion or by the Special Committee or the Company Board in connection with their evaluations of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the financial projections to the relevant GAAP financial measures.

Readers of this proxy statement should be aware that uncertainties are inherent in prospective financial information of any kind. None of the Company and Navios Logistics, or any of their respective affiliates, advisors, officers, directors or representatives have made or make any representation or can give any assurance to any holder of Company Common Stock or any other person regarding the ultimate performance of the Company or Navios Logistics compared to the summary of the financial projections set forth below or that any such results will be achieved. Similarly, the Company has not made any representation to NLHC or Merger Sub, in the Merger Agreement or otherwise, concerning the financial projections.

Except as noted in the following sentence, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. The financial projections do not take into account the effect of any failure of the Merger to occur and should not be viewed as accurate or continuing in that context.

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Except as may be required by applicable securities laws, the Company does not intend to update, or otherwise revise, the financial projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error or to reflect changes in general economic or industry conditions.

For the foregoing reasons, as well as the bases and assumptions on which the financial projections were compiled, the inclusion of specific portions of the financial projections in this proxy statement should not be regarded as an indication that such projections are an accurate prediction of future events, and they should not be relied on as such.

Financial Projections Regarding the Company

Set forth below are certain summarized unaudited three-year financial projections regarding the Company on a standalone basis that management prepared and that the Special Committee considered in its consideration and evaluation of the merger and Jefferies reviewed in connection with its financial analysis.

Financial Projections Regarding Navios Logistics

Set forth below are the certain summarized unaudited five-year financial projections regarding Navios Logistics that management prepared and that the Special Committee considered in its consideration and evaluation of the merger and Jefferies reviewed in connection with its financial analysis.

Opinion of the Financial Advisor to the Special Committee

The Special Committee retained Jefferies as its financial advisor in connection with the Merger. In connection with this engagement, the Special Committee requested that Jefferies evaluate the fairness, from a financial point of view, to holders of Company Common Stock, other than shares held by the Buyer Group and its affiliates, of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. At a meeting of the Special Committee held on October 22, 2023, Jefferies rendered its opinion to the Special Committee to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Merger Consideration to be received by holders of Company Common Stock (other than the Buyer Group and its affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

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The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. The Company encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Special Committee and for reliance upon by the Company Board (each, in its capacity as such) in its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Special Committee, the Company Board or any holder of Company Common Stock should act or vote on the Merger or any other matter related thereto. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by the Company and approved for its use by the Special Committee, or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. With the permission of the Special Committee, Jefferies relied on assurances of the management of the Company that it was not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In Jefferies’ review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Company, and Jefferies was not furnished with and assumed no responsibility to obtain, any such evaluations or appraisals.

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With respect to the financial forecasts provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, management of the Company informed Jefferies, and Jefferies assumed with the permission of the Special Committee, that the financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company under various business assumptions. Jefferies expressed no opinion as to the financial forecasts or the assumptions on which they were based.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date thereof. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date thereof.

Jefferies made no independent investigation of, and expressed no view or opinion as to, any legal or accounting matters affecting or relating to the Company, and with the permission of the Special Committee, Jefferies assumed the correctness in all respects material to its analyses of all legal and accounting advice given to the Company, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement and related documents to the Company and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to the Company and holders of Company Common Stock. Jefferies assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that the final form of the Merger Agreement and the Convertible Debenture would be substantially similar to the last drafts reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger in any respect material to Jefferies’ analyses.

Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. Jefferies’ opinion did not constitute a recommendation as to how any holder of Company Common Stock should vote on the Merger or how any such holder should act with respect to the Merger any matter related thereto. Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any other class of securities, creditors or other constituencies of the Company or any other party, other than the holders of Company Common Stock (excluding the Buyer Group and its affiliates). Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration to be received by the holders of Company Common Stock (excluding the Buyer Group and its affiliates), or otherwise. Jefferies opinion was authorized by the Fairness Opinion Committee of Jefferies LLC.

In connection with rendering its opinion to the Special Committee, Jefferies performed certain financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the sum-of-the-parts analysis utilizing the Navios Logistics select public companies trading analysis summarized below, no company used as a comparison was identical or directly comparable to Navios Logistics. These analyses necessarily involved complex considerations and judgments concerning financing characteristics and other factors that could affect the public trading or other values of the companies concerned.

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Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of the Company in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of the Company or its businesses or securities.

The terms of the Merger were determined through negotiations between the Special Committee and the Company and the Buyer Group, and the decision by the Company to enter into the Merger Agreement was solely that of the Board, acting upon the recommendation of the Special Committee. Jefferies’ opinion and financial analyses were only one of many factors considered by the Special Committee in its evaluation of the Merger Consideration and should not be viewed as determinative of the views of the Special Committee, the Board or Company management with respect to the Merger or the Merger Consideration payable in the Merger.

Financial Analyses

The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with the Special Committee and performed by Jefferies in connection with its analyses and opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 20, 2023, and is not necessarily indicative of current or future market conditions.

Sum-of-the-Parts Analysis Overview

Given the different characteristics of the businesses in which the Company participates, Jefferies performed a sum-of-the-parts analysis for the Company. Jefferies analyzed the Company as the sum of the implied values of the Company’s 63.8% equity ownership interest in Navios Logistics, the Company’s 10.3% limited partnership equity ownership interest in Navios Maritime Partners, L.P. (“NMM”), and the Company’s 100% equity ownership interest in Navios GP L.L.C., the holder of certain incentive distribution rights in NMM. Jefferies ascribed no value to the Company’s equity ownership in Navios GP L.L.C. because the Projections do not contemplate NMM distribution levels which would result in the payment of incentive distributions to Navios GP L.L.C.

For purposes of its sum-of-the-parts analysis, Jefferies calculated a range of the implied negative value attributable to the Company’s run rate general and administrative costs, net of estimated quarterly distributions to be received by the Company from NMM with respect to the common units in NMM owned by the Company, referred to herein as the “Going Concern G&A Deduction”. Based on the Projections, Jefferies assumed that the Company would incur general and administrative expenses of $2.0 million per year in 2024 and 2025, such costs would grow by 1.0% per year after 2025, and the Company would receive distributions of approximately $0.6 million per year (based on quarterly distributions of $0.05 per unit) from NMM with respect to the 3,183,199 common units in NMM owned by the Company. Jefferies discounted the Going Concern G&A Deduction of $1.4 million to present values as of October 20, 2023 at a discount rate ranging from 9.6% to 10.6%, which discount rates were selected, upon the application of Jefferies

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professional judgment and experience, to reflect an estimate of the Company’s weighted average cost of capital estimated using the capital asset pricing model method. To calculate the terminal negative value of the Company’s run rate general and administration costs net of estimated quarterly distributions to be received by the Company from NMM, Jefferies utilized a perpetual growth rate for general and administrative costs of 1.0%, with such rate selected upon the application of Jefferies’ professional judgment and experience. Jefferies calculated the range of the implied negative value of the Going Concern G&A Deduction to be $14.2 million to $15.9 million.

Jefferies separately derived an implied equity value range for the Company’s ownership interest in NMM and ranges of implied equity values for the Company’s ownership interest in Navios Logistics, which analyses are described below. Jefferies calculated ranges of implied equity values for the Company by deducting the Going Concern G&A Deduction (described above) and the Company’s net debt from the sum of the range of values implied from Jefferies financial analyses of the Company’s equity ownership interest in each of Navios Logistics and NMM.

The sum-of-the-parts analysis does not imply the value at which the individual Company’s holdings could be sold.

Select Precedent Transactions Analysis – NMM

Jefferies performed a select precedent transaction analysis with respect to the Company’s ownership interest in NMM, which is designed to imply a value for that ownership interest based on publicly available financial terms. Jefferies compared publicly available financial information for eight transactions involving the acquisition of minority stakes in the shipping industry. Jefferies selected such transactions for comparison based on its professional judgment and experience, including because they shared certain characteristics with the acquisition of NMM units pursuant to the Merger, most notably because they involved privately negotiated acquisitions of minority stakes in companies which own and operate seaborne vessels (which were not completed pursuant to block trades) and involved target companies that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis. For each such transaction, Jefferies noted the premium/discount of the total transaction value to the 30-day volume weighted average closing price, or 30-day VWAP, of the target company’s publicly traded securities on the trading day immediately preceding the date such transaction was announced.

The following is a list of the selected transactions reviewed, together with the applicable premium/discount of the total transaction value to the target company’s 30-day VWAP:

Select Precedent Transactions Analysis

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Jefferies applied a selected range of share price premiums to the NMM units owned by the Company. Jefferies calculated the median premium derived from the select precedent transaction analysis to be 1.9%. Jefferies then derived from the select precedent transactions analysis a range of +/- 1% from the median premium, based on Jefferies professional judgment, and applied it to NMM’s 30-day VWAP as of October 20, 2023, to determine a range of implied unit values for NMM. This analysis indicated a reference range of implied values of approximately $23.11 to $23.57 per unit of NMM. Jefferies then calculated the aggregate value of the NMM units owned by the Company to be $73.6 million to $75.0 million, by multiplying the implied per unit values derived from the select precedent transaction analysis by 3,183,199, the aggregate number of in NMM units owned by the Company.

No transaction utilized as a comparison in the NMM select precedent transactions analysis is identical to the acquisition of NMM units pursuant to the Merger. In evaluating the acquisition of NMM units pursuant to the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of the Company and Jefferies.

Sum of the Parts Analysis Utilizing Navios Logistics Select Publicly Traded Companies Analysis

Jefferies performed a select publicly traded companies analysis on Navios Logistics, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Jefferies reviewed and compared certain financial estimates for Navios Logistics with comparable publicly available consensus equity analyst research estimates for companies, selected based on Jefferies professional judgment and experience, that share similar business characteristics and have certain comparable operational characteristics with Navios Logistics, notably that they are South American companies in the logistics industry with a significant presence in Brazil (these companies are referred to herein as “comparable companies”).

For purposes of this analysis, Jefferies analyzed the ratio of enterprise value to estimated EBITDA for calendar year 2024 using the Projections for Navios Logistics and using publicly available consensus equity analyst research estimates for comparison purposes with the comparable companies. For purposes of this analysis, Jefferies defined “enterprise value” as a company’s fully diluted equity value based on closing stock prices on October 20, 2023 plus total debt and preferred stock less cash and cash equivalents, as applicable. Results of the analysis for the comparable companies is indicated in the following table:

Comparable Companies

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Jefferies selected a representative range of enterprise values to estimated EBITDA multiples for calendar year 2024, which range was 5.5x to 6.0x. Jefferies then calculated the enterprise value of Navios Logistics by applying this range of multiples to the estimated EBITDA for Navios Logistics for calendar year 2024 of $130.8 million based on the Projections. Jefferies then calculated Navios Logistics’ equity value, assuming net debt of $509.4 million, as provided by the Company’s management and approved for Jefferies’ use by the Special Committee.

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Jefferies calculated the implied value of the Company’s 63.8% ownership interest in Navios Logistics as set forth below:

No company utilized in the Navios Logistics select publicly traded companies analysis is identical to Navios Logistics. In evaluating the comparable companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s and Jefferies’ control.

Jefferies performed a sum-of-the-parts analysis to calculate a range of implied equity values for the Company, adding the range of values attributable to the Company’s units in NMM (derived from the NMM select precedent transaction analysis described above under “–Select Precedent Transactions Analysis – NMM”) and the range of values of the Company’s ownership interest in Navios Logistics (derived from the Navios Logistics select publicly traded companies analysis described above). Jefferies then calculated the Company’s implied equity value assuming cash of $23.0 million, debt, including the Convertible Debenture of $129.8 million, and preferred stock, including accumulated and unpaid dividends thereon, of $71.5 million, as provided by Company management and approved for Jefferies’ use by the Special Committee, and a range of the estimated implied negative value of the Going Concern G&A Deduction of $14.2 million to $15.9 million. Based on the fully diluted share count of 23.076 million as provided by Company management and approved for Jefferies’ use by the Special Committee (which does not include shares issuable upon conversion of the Convertible Debenture), Jefferies calculated the estimated implied equity value per share of Company Common Stock to be $0.61 to $2.56, as compared to the Merger Consideration of $2.28 per share.

Sum of the Parts Analysis Utilizing Navios Logistics Select Precedent Transactions Analysis

Jefferies performed a select precedent transaction analysis on Navios Logistics, which is designed to imply a value for a company based on publicly available financial terms. Jefferies compared publicly available financial information for five transactions involving shipping and logistics companies. Jefferies selected such transactions for comparison based on its professional judgment and experience, including because they shared certain characteristics with the indirect acquisition of Navios Logistics shares occurring by reason of the Merger, most notably because they involved acquisitions of shipping and logistics companies announced since 2017, and involved target companies that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis. For each such transaction, Jefferies noted the multiple of transaction enterprise value to the last 12 months (LTM) adjusted EBITDA based on publicly available information at the time of the transaction announcement.

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The following is a list of the selected transactions reviewed, together with the applicable multiples:

Select Precedent Transactions Analysis

Jefferies applied a selected range of enterprise value to adjusted LTM EBITDA multiples derived from the select precedent transactions analysis of 8.0x to 9.0x to the LTM Adjusted EBITDA of Navios Logistics for the twelve months ended June 30, 2023 which was $98.3 million, to determine a range of implied enterprise values for Navios Logistics. Jefferies then calculated ranges of Navios Logistics’ implied equity value assuming net debt of $509.4 million as of June 30, 2023, as provided by Company management and approved for Jefferies’ use by the Special Committee.

Jefferies calculated the implied value of the Company’s 63.8% ownership interest in Navios Logistics as set forth below.

No transaction utilized as a comparison in the select precedent transactions analysis is identical to the sale of Navios Logistics shares pursuant to the Merger. In evaluating the indirect sale of Navios Logistics shares occurring by reason of the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of the Company and Jefferies.

Jefferies performed a sum-of-the-parts analysis to calculate a range of implied equity values for the Company, adding the range of implied values attributable to the Company’s units in NMM (derived from the NMM select precedent transaction analysis described on above under “–Select Precedent Transactions Analysis – NMM”) and the range of implied values of the Company’s ownership interest in Navios Logistics (derived from the Navios Logistics select precedent transaction analysis described above). Jefferies then calculated the Company’s implied equity value assuming cash of $23.0 million and debt, including the Convertible Debenture of $129.8 million, and preferred stock, including accumulated and unpaid dividends thereon, of $71.5 million, as provided by Company management and approved for Jefferies’ use by the Special Committee, and a range of the estimated implied negative value of the Going Concern G&A Deduction of $14.2 million to $15.9 million. Based on the fully diluted share count of 23.076 million as provided by Company management and approved for Jefferies’ use by the Special Committee (which does not include shares issuable upon conversion of the Convertible Debenture), Jefferies calculated the estimated implied equity value per share of Company Common Stock to be $2.42 to $5.27 per share, as compared to the Merger Consideration of $2.28 per share.

Sum-of-the-Parts Analysis Utilizing Navios Logistics Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis of Navios, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Jefferies utilized estimates from the Projections for purposes of its discounted cash flow analysis.

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Jefferies first calculated Navios Logistics estimated unlevered free cash flows, defined as earnings before interest, depreciation and amortization, less capital expenditures, and adjusted for changes in net working capital. To calculate terminal values, Jefferies applied a range of multiples to the Navios Logistics estimated EBITDA for calendar year 2025 of $138.6 million. Jefferies selected a multiple range of 5.5x – 6.0 x EBITDA to calculate estimates of terminal values, based on the EBITDA multiples derived from the Navios Logistics publicly traded companies analysis described above. The free cash flows and terminal value were discounted to present values as of June 30, 2023, at discount rates ranging from 13.0% to 14.0%, which discount rates were selected upon the application of Jefferies’ professional judgment and experience, to reflect an estimate of Navios Logistics’ weighted average cost of capital, estimated using the capital asset pricing model method. Jefferies then calculated ranges of Navios Logistics’ implied equity value assuming net debt of $509.4 million as of June 30, 2023, as provided by Company management and approved for Jefferies’ use by the Special Committee.

Jefferies calculated the implied value of the Company’s 63.8% ownership interest in Navios Logistics to be $162.4 million to $171.8 million.

Jefferies performed a sum-of-the-parts analysis to calculate a range of implied equity values for the Company, adding the range of implied values attributable to the Company’s units in NMM (derived from the NMM select precedent transaction analysis described above under “–Select Precedent Transactions Analysis – NMM”) and the range of implied values of the Company’s ownership interest in Navios Logistics (derived from the Navios Logistics discounted cash flow analysis described above). Jefferies then calculated the Company’s implied equity value assuming cash of $23.0 million and debt, including the Convertible Debenture of $129.8 million, and preferred stock, including accumulated and unpaid dividends thereon, of $71.5 million, as provided by Company management and approved for Jefferies’ use by the Special Committee and a range of the estimated implied negative value of the Going Concern G&A Deduction of $14.2 million to $15.9 million. Based on the fully diluted share count of 23.076 million as provided by the Company’s management and approved for Jefferies’ use by the Special Committee (which does not include shares issuable upon conversion of the Convertible Debenture), Jefferies calculated the estimated implied equity value per share of Company Common Stock to be $1.81 to $2.35 per share, as compared to the Merger Consideration of $2.28 per share.

Other Jefferies Materials

In addition to the presentation made to the Special Committee on October 22, 2023, the date on which Jefferies delivered its opinion, as described above, Jefferies made other presentations to the Special Committee on October 4, 2023, October 11, 2023 and October 20, 2023, which are referred to collectively as the preliminary Jefferies presentations (“Preliminary Presentation Materials”). Copies of the preliminary Jefferies presentations provided to the Special Committee by Jefferies have been attached as exhibits to the Schedule 13E-3 related to the Merger. None of the preliminary Jefferies presentations, alone or together, constitutes an opinion of Jefferies with respect to the Merger Consideration.

The materials dated October 4, 2023 and filed as exhibit (c)-(2) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (a) a preliminary overview of the NSC proposal to acquire the Company, (b) an overview of the Company’s market situation and price history, and (c) an overview of the Company ownership structure and capitalization.

The materials dated October 11, 2023 and filed as exhibit (c)-(3) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (a) a preliminary overview of the NSC proposal to acquire the Company, (b) an overview of the Company’s market situation and price history, (c) an overview of the Company ownership structure, shareholder base and capitalization, (d) certain preliminary valuations of the Company, NMM and Navios Logistics.

The materials dated October 20, 2023 and filed as exhibit (c)-(4) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (a) a preliminary overview of the NSC proposal to acquire the Company and the Special Committee’s counteroffer, (b) an overview of the Company’s market situation and price history, and (c) an overview of the Company ownership structure and capitalization.

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The Preliminary Presentation Materials were for discussion purposes only and did not present any findings or make any recommendations or constitute an opinion of Jefferies with respect to the fairness of the Merger Consideration or otherwise. The financial analyses performed by Jefferies in relation to its opinion dated October 22, 2023 and filed as exhibit (c)-(5) to the Schedule 13E-3 filed with the SEC in connection with the Merger, as described above under “–Summary of Financial Analyses”, superseded all analyses and information presented in the Preliminary Presentation Materials. Copies of the Preliminary Presentation Materials have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the Merger, will be made available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested shareholder or such shareholder’s representative who has been so designated in writing at the address described in the section of this proxy statement titled “Where You Can Find More Information”.

Miscellaneous

The Company has agreed to pay Jefferies a fee for its financial advisory services in connection with the Merger in the amount of $1.25 million, of which $250,000 was payable as a one-time retainer fee upon execution of Jefferies’ engagement letter with the Special Committee, and $1.0 million of which became payable upon delivery of Jefferies’ opinion to the Special Committee. In addition, the Company agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates did not provide financial advisory and/or financing services to the Company for which Jefferies or its affiliates received compensation. In addition, During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates did not provide financial advisory and/or financing services to members of the Buyer Group or any of its affiliates for which Jefferies or its affiliates received compensation. As the Special Committee is aware, during the two year period prior to the date of Jefferies’ opinion, Jefferies provided financial advisory services to the conflicts committee of NMM, an affiliate of the Company, in connection with the acquisition by NMM of certain assets from the company, for which Jefferies received a fee of $3.0 million. Jefferies and its affiliates may provide financial advisory and/or financing services to the Company, the Buyer Group and/or their respective affiliates in the future, for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of the Company, members of the Buyer Group and/or their respective affiliates for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions in those securities.

Jefferies was selected as the Special Committee’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with the Company’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Buyer Group’s Purposes and Reasons for the Merger; Position of Buyer Group as to the Fairness of the Merger to Public Stockholders

Buyer Group’s Purposes and Reasons for the Merger

Under the SEC rules governing “going private” transactions, the Buyer Group is engaging in a “going private” transaction and therefore is required to express their purposes and reasons for the Merger to the public stockholders. The Buyer Group is making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

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The Buyer Group’s purpose for engaging in the Merger is to cause all shares of the Company Common Stock to be owned by NLHC and for the Company to no longer have shares of Company Common Stock that are publicly traded. The Company faces a number of challenges, including, among others, (i) changes in global and regional economic and political conditions and (ii) expected sustained macroeconomic challenges, each of which can place substantial pressure on the Company’s key operating and financial metrics. The Buyer Group believes that without the shares of Company Common Stock being publicly traded, the Company will have greater operating flexibility, and management will be able to more effectively address these challenges and concentrate on long-term performance and reduce its focus on the quarter-to-quarter performance often emphasized by the public equity markets.

An additional purpose of the Merger is to enable the holders of Company Common Stock to immediately realize the value of their investment in the Company through their receipt of the Merger Consideration of  $2.28 per share in cash, representing a premium of approximately 43% to the $1.60 closing price of the Company Common Stock on the NYSE on September 12, 2023, the last trading day before the Company’s announcement of an offer made by an affiliate of Ms. Frangou on September 13, 2023 to acquire all of the shares of Company Common Stock not already owned by NLHC for $1.84 per share, and a premium of approximately 21% to the $1.89 closing price of the Company Common Stock on the NYSE on October 20, 2023, the last trading day before the Company’s announcement of the Merger Agreement.

For the reasons set forth above, the Buyer Group decided to propose the Merger at this time. The Buyer Group believes that structuring the transaction as a Merger is appropriate because it will enable NLHC to acquire all of the outstanding shares of the Company Common Stock at the same time and it represents an opportunity for the public stockholders to receive a premium for their shares in the form of the Merger Consideration. Further, the Buyer Group believes that structuring the transaction as a Merger provides a prompt and orderly transfer of ownership of the Company in a single step, without the necessity of financing separate purchases of Company Common Stock in a tender offer and implementing a second-step Merger to acquire any shares not tendered into any such tender offer, and without incurring any additional transaction costs associated with such activities.

Buyer Group’s Position as to Fairness of the Merger

Under the SEC rules governing “going private” transactions, the Buyer Group is engaging in a “going private” transaction and therefore are required to express their beliefs as to the fairness of the Merger to the Company’s public stockholders. The Buyer Group is making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Buyer Group’s views as to fairness of the Merger should not be construed as a recommendation to any stockholder as to how such stockholder should vote on the proposal to approve the Merger Agreement. The Buyer Group has interests in the Merger that are different from, and in addition to, those of the Company’s public stockholders by virtue of their continuing interests in the Surviving Corporation after the consummation of the Merger. See “Special Factors–Interests of Certain Persons in the Merger” beginning on page 42 for additional information.

The Buyer Group believes the interests of the Company’s public stockholders were represented by the Special Committee, which reviewed, evaluated and negotiated the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, with the assistance of its independent legal counsel and its independent financial advisor. The Buyer Group attempted to negotiate with the Special Committee the terms of a transaction that would be most favorable to the Buyer Group, and not necessarily most favorable to the public stockholders, and, even though as stated further below, the Buyer Group believes that the Merger is substantively and procedurally fair to the public stockholders, the Buyer Group did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the public stockholders.

The Buyer Group did not participate in the deliberations of the Special Committee regarding, or receive advice from the Company’s or the Special Committee’s legal or financial advisors as to, the substantive and procedural fairness of the Merger, nor did the Buyer Group undertake any independent evaluation of the fairness of the Merger or engage a financial advisor for such purpose or to provide any report, opinion or appraisal with respect to the Merger. While Ms. Frangou and two other directors affiliated with the Buyer Group are on the Company Board, such directors recused themselves from the Company Board’s deliberations

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relating to the approval of the Merger Agreement. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Company Board and the Special Committee discussed in “Special Factors—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Stockholders; Recommendations of the Special Committee; Recommendations of the Company Board” (which analysis and resulting conclusions the Buyer Group adopts), the Buyer Group believes that the Merger is both substantively and procedurally fair to the Company’s public stockholders based on the following factors, which are not listed in any relative order of importance:

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The Buyer Group also considered the following factors to be generally negative or unfavorable in its considerations concerning the fairness of the terms of the Merger:

In its consideration of the procedural fairness of the Merger, the Buyer Group noted that (i) the authorization and approval of the Merger Agreement and the related transactions, including the Merger, is not subject to the approval of holders of a majority of the Company’s outstanding shares not held by the Buyer Group and its affiliates and members of management of the Company (“Majority of the Minority Vote Approval”), and (ii) there are no dissenters’ or appraisal rights available to the Company’s stockholders under the Merger Agreement, the Company’s amended and restated articles of incorporation and bylaws or Marshall Islands law in connection with the Merger.

Nevertheless, the Buyer Group believes the Merger is procedurally fair to the Company’s public stockholders because (i) Marshall Islands law does not require a Merger to be conditioned upon Majority of the Minority Vote Approval and the Buyer Group does not believe in the current circumstances this condition to be customary in “going private” transactions involving Marshall Islands companies and (ii) various safeguards and protective steps have been adopted to ensure the procedural fairness of the Merger, including without limitation (a) the formation of and the broad authorities granted to the Special Committee in reviewing, evaluating and negotiating (and ultimately authorizing and approving) the terms of the Merger Agreement, (b) the Special Committee retained and was advised by competent and experienced independent legal counsel and an independent financial advisor and (c) the rights of the Company with regard to a Superior Proposal.

The Buyer Group’s consideration of the factors described above reflects its assessment of the fairness of the Merger Consideration payable in the Merger to the public stockholders in relation to the going concern value of the Company on a stand-alone basis. The Buyer Group implicitly considered the value of the Company in a sale as a going concern by taking into account the Company’s and Navios Logistics’ current and anticipated business, financial condition, results and operations, prospects and other forward-looking matters. The Buyer Group did not, however, explicitly calculate a stand-alone going concern value of the Company or Navios Logistics. In light of the fact that the Buyer Group has, and will continue to have, control of the Company and, indirectly, Navios Logistics, and that the Buyer Group remains unwilling to sell its interest in the Company or to approve a sale by the Company of its equity stake in Navios Logistics, the Buyer Group does not believe that it would be appropriate for the shares held by public stockholders to be valued on a basis that includes a “control” premium.

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In its consideration of the fairness of the Merger, the Buyer Group did not undertake an appraisal of the assets of the Company or Navios Logistics to determine the Company’s liquidation value for the public stockholders because of the impracticability of determining a liquidation value given the significant execution risk involved in any breakup. Further, the Buyer Group did not consider the Company’s liquidation value to be a relevant valuation method because it considered the Company to be a viable, going concern where value is derived from cash flows generated from its continuing operations, and because the Company will continue to operate its business following the Merger.

In addition, the Buyer Group did not consider the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the stockholders of the Company, as a factor in its consideration of the fairness of the Merger. The Buyer Group believes that net book value, which is an accounting concept based on historical costs, is not a material indicator of the value of the Company as a going concern because it does not take into account quality of earnings, cash generation capability, undeclared preferred dividends, the future prospects of the Company and Navios Logistics, market conditions, or trends in the industries in which Navios Logistics’ conducts its business, but rather is indicative of historical costs. Further, the Buyer Group believes that net book value does not reflect the following important factors: (a) a discount on the value per share that typically exists in public markets for maritime and logistics companies, (b) the fact that the Company owns only approximately a 63.8%, not a 100% equity stake in Navios Logistics, (c) risks associated with the Company’s and Navios Logistics’ highly leveraged capital structure, including the significant risks relating to Navios Logistics’ ability to refinance its existing debt and financing arrangements before maturity with satisfactory terms, and (d) the small public float and limited trading volume of the Company Common Stock that results in undesirable price volatility and restricts opportunities for stockholders to achieve liquidity.

Members of the Buyer Group were not aware of, and did not consider in their fairness determination, any offers or proposals made by any unaffiliated third parties with respect to (a) a merger or consolidation of the Company with or into another company, (b) a sale of all or a substantial part of the Company’s assets or (c) the purchase of the Company’s voting securities that would enable the holder to exercise control over the Company.

Other than the Convertible Debenture as described in the section entitled “Additional Information Regarding the Company—Arrangements of the Buyer Group Involving the Company’s Securities” beginning on page 87, no member of the Buyer Group purchased or sold any shares during the past two years. The Buyer Group did not consider such share purchases in considering the fairness of the Merger primarily because such share purchases were conducted in January 2022 and the Company’s financial and business conditions have changed since then.

The foregoing discussion of the information and factors considered and given weight by the Buyer Group in connection with the fairness of the Merger is not intended to be exhaustive but includes all material factors considered by the Buyer Group. The Buyer Group did not find it practicable to, and did not, quantify or otherwise assign relative weights to the individual factors considered in reaching their conclusions as to the fairness of the Merger. Rather, the fairness determinations were made after consideration of all of the foregoing factors as a whole.

The Buyer Group believes these factors provide a reasonable basis for its belief that the Merger is both substantively and procedurally fair to the Company’s public stockholders. This belief, however, is not intended to be and should not be construed as a recommendation by the Buyer Group to any stockholder of the Company as to how such stockholder should vote with respect to the approval of the Merger Agreement and the related transactions, including the Merger.

Certain Effects of the Merger

Effect on Ownership Structure

At the Effective Time, the public stockholders will cease to own any shares of Company Common Stock or have rights as common stockholders of the Company. Therefore, the public stockholders will not participate as common stockholders in the Company’s future earnings, growth or receipt of dividends following the Merger and will not benefit from any increase in its value following the Merger.

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The Company’s outstanding shares of Series G Preferred Stock (and the related American Depositary Shares), Series H Preferred Stock (and the related American Depositary Shares), and Series I Preferred Stock will be unaffected by the Merger and remain outstanding as identical securities of the Surviving Corporation.

Effect on Listing, Registration and Status of Company Common Stock

The Company Common Stock is currently registered under the Exchange Act and is listed on the New York Stock Exchange under the symbol “NM.” Following completion of the Merger, the Company Common Stock will cease to be listed on the New York Stock Exchange and will be deregistered under the Exchange Act. The Company’s current public stockholders will cease to own any shares of Company Common Stock or have rights as common stockholders of the Company, and there will be no public market for the Company Common Stock.

Effect on Organization and Management

At the Effective Time, the directors and officers of the Surviving Corporation in the Merger will be those directors and officers designated by NLHC prior to the Effective Time, until their successors are duly elected and qualified. At the Effective Time, by virtue of the Merger, the articles of incorporation of the Company will remain in effect in accordance with its terms and be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and applicable law. The Company Board shall take such action as is necessary so that the bylaws of the Company will be amended and restated as of the Effective Time to read in their entirety as the bylaws of Merger Sub and, as so amended, will be the bylaws of the Company following the Merger until thereafter amended in accordance with the articles of incorporation and bylaws of the Surviving Corporation and applicable law.

It is expected that, upon consummation of the Merger, the Company will conduct its operations substantially as they currently are being conducted. NLHC has advised the Company that it does not have any present plans or proposals that relate to, or would result in, an extraordinary transaction following completion of the Merger involving the Company’s corporate structure, business or management, such as a merger, reorganization, liquidation, relocation of any operations or sale or transfer of a material amount of assets. NLHC expects, however, that following the Merger, as it continuously evaluates and reviews the Company’s business and operations, it may develop new plans and proposals that it may consider appropriate to maximize value. NLHC reserves the right to make any changes it deems appropriate in light of its evaluation and review, or in light of future developments.

Effect on the Buyer Group’s Interest in the Company’s Net Book Value and Net Income

After the completion of the Merger, the Buyer Group’s interest in the Company’s net book value and net income attributable to the holders of Company Common Stock will increase from approximately 64.8% to 100%. Based on the Company’s net book value of $118.9 million as of June 30, 2023, and net income attributable to the holders of Company Common Stock of  $12.0 million for the six months ended June 30, 2023, the Buyer Group’s interests in the Company’s net book value as of June 30, 2023, and net income attributable to the holders of Company Common Stock for the six months ended June 30, 2023, were $77.0 million and $7.8 million, respectively, or approximately 64.8% and 64.8%, and those interests would have been $118.9 million and $12.0 million, respectively, or 100% and 100%, had the Merger been completed as of that date.

Benefits and Detriments of the Merger

Benefits and Detriments of the Merger to the Public Stockholders

A primary benefit of the Merger to the public stockholders will be their right to receive the Merger Consideration of $2.28 per share in cash, without interest and less any required withholding taxes, which represents a premium of approximately 43% to the $1.60 closing price of the shares of Company Common Stock on September 12, 2023, the last trading day before the Company’s announcement of an offer made by an affiliate of Ms. Frangou on September 13, 2023 to acquire all of the shares of Company Common Stock not already owned by NLHC for $1.84 per share. Additionally, the public stockholders will avoid the risk of any possible decrease in the Company’s future earnings, growth or value after the Merger.

A primary detriment of the Merger to the public stockholders is that such public stockholders will cease to own any shares of Company Common Stock, and therefore will not participate as common stockholders in the Company’s potential future earnings and growth following the Merger and will not benefit from any increase in its value following the Merger. Additionally, the receipt of cash in exchange for shares of Company Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes to public stockholders who are U.S. Holders. See Special Factors–Material Tax Considerations” beginning on page 45.

Benefits and Detriments of the Merger to the Buyer Group

A primary benefit of the Merger to the Buyer Group is that, following the completion of the Merger, the Buyer Group will beneficially own, indirectly through NLHC, all of the outstanding shares of Company Common Stock, and therefore will continue to participate as common stockholders in the Company’s future earnings and growth following the Merger and will benefit from any increase in its value following the Merger.

A primary detriment of the merger to the Buyer Group is that the Buyer Group will bear the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger. Additionally, the shares of Company Common Stock will be more illiquid than they are currently, with no public trading market for the shares of Company Common Stock.

Interests of Certain Persons in the Merger

In considering the recommendation of the Special Committee and the Company Board, you should be aware that certain of the Company’s officers and directors and the Buyer Group and its affiliates have interests in the Merger that are different from, or are in addition to, the interests of the public stockholders generally. The Special Committee and the Company Board were aware of these potential or actual conflicts of interest and considered them along with other matters when they determined to recommend the Merger. These interests include the following:

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Plans for the Company if the Merger is Not Completed

If the Merger Agreement Proposal is not approved by the Company’s stockholders, or if the Merger is not completed for any other reason, you will not receive any consideration from NLHC or Merger Sub for your shares of Company Common Stock. Instead, the shares of Company Common Stock will continue to be listed and traded on the NYSE. It is expected that, if the Merger is not completed, the Company’s current management, under the direction of the Company Board, will continue to manage the Company as an ongoing business. From time to time, it is expected that the Company Board will evaluate and review the Company’s business operations, properties, dividend policy and capitalization, among other things, make such changes as deemed appropriate and continue to seek to identify strategic alternatives to increase stockholder value. If the Merger is not consummated for any reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business and operations will not be adversely affected. In addition, if the Merger is not consummated, it is anticipated that Ms. Frangou and her affiliates will continue to hold a controlling interest in the Company and would effectively control whether an alternative change in control transaction could be effected.

In addition, if the Merger Agreement is terminated under specified circumstances, the Company or NLHC (as applicable) may be required to pay the other party a termination fee of $1.5 million. For additional information, see the section entitled “The Merger Agreement—Termination Fees,” beginning on page 76.

Estimated Fees and Expenses of the Merger

The Company expects to incur approximately $1,947,681.74 in fees and expenses in connection with the consummation of the Merger and the related transactions, as set forth in the table below:

It is also expected that NLHC and/or Merger Sub will incur and pay fees and expenses of approximately $850,000.00 in connection with the Merger, consisting primarily of legal, financial advisory and other professional fees.

In general, except as provided below in “The Merger Agreement–Expenses”, all costs and expenses incurred in connection with the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such expense.

Litigation Related to the Merger

The Company is not aware of any lawsuit that challenges the Merger or the Merger Agreement.

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Material Tax Considerations

The following is a summary of U.S. federal income tax considerations of the Merger to beneficial owners (referred to in this summary as “holders”) of Company Common Stock whose Company Common Stock is converted into the right to receive the Merger Consideration. This summary is based upon the Code, applicable U.S. Treasury regulations, IRS rulings and judicial decisions available and in effect as of the date hereof. Subsequent developments in the tax laws of the United States, including changes in or differing interpretations of the foregoing authorities, which may be applied retroactively, could have a material effect on the tax consequences described below. The Company has not sought, nor does the Company intend to seek, any ruling from IRS with respect to the U.S. federal income tax consequences discussed below. The discussion below is not in any way binding on the IRS or the courts or in any way an assurance that the U.S. federal income tax consequences discussed herein will be accepted by the IRS or the courts. This discussion only applies to shareholders who hold their Company Common Stock as a “capital asset” within the meaning of Code Section 1221(a)(1).

This is not a complete description of all the tax consequences of the Merger and may not address U.S. federal income tax considerations applicable to holders of Company Common Stock subject to special treatment under U.S. federal income tax law. This summary does not discuss the net investment income tax or state and local tax consequences. Shareholders subject to special treatment include, for example, financial institutions, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt entities, persons that are accrual method taxpayers required to accelerate the recognition of any item of gross income for U.S. federal income tax purposes as a result of such income being recognized on an applicable financial statement, entities or arrangements treated as partnerships and other pass-through entities for U.S. federal income tax purposes and holders who hold Company Common Stock as part of a “hedge,” “straddle,” “conversion” or “constructive sale” transaction. This discussion does not apply to shareholders who or that are the holders of 10% or more (actually or constructively) of any class of the Company’s stock (by vote or value). Additionally, if an entity or arrangement treated as a partnership or other type of pass-through entity for U.S. federal income tax purposes holds Company Common Stock, the tax treatment of a partner or beneficial owner of such entity or arrangement may depend on the status of the partner or beneficial owner and the activities of the partnership or entity. Partners and beneficial owners in such entities or arrangements holding Company Common Stock are urged to consult their own advisors as to the particular U.S. federal income tax consequences applicable to them.

U.S. Holders

Generally. Assuming the Company does not constitute a PFIC for U.S. federal income tax purposes, and subject to the application of Section 304 of the Code (discussed below), each U.S. Holder should recognize gain or loss on the exchange of shares of Company Common Stock for the Merger Consideration in an amount equal to the difference between the amount of cash received and the U.S. Holder’s basis (as determined for U.S. federal income tax purposes) in the shares of Company Common Stock surrendered. Such gain or loss is determined on a block by block basis if a U.S. Holder’s shares of Company Common Stock were purchased at different times. If Section 304 of the Code is not applicable and the Company is not treated as a PFIC, such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period of its shares of Company Common Stock is greater than one year at the time of the Merger. Otherwise, such gain or loss will be treated as short-term capital gain or loss. Any such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. For a U.S. Holder who is an individual, trust or estate, its long-term capital gains are currently subject to tax at preferential rates. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

Application of Section 304 of the Code. If Section 304 of the Code applies to the Merger, the U.S. federal income tax consequences of the Merger to U.S. Holders of Company Common Stock who receive Merger Consideration may differ from those described above. Section 304 of the Code would apply to the Merger if, before the Effective Time, one or more persons, in the aggregate, own stock representing “control” of both the Company and NLHC. For these purposes, “control” means stock possessing 50% or more of the total combined voting power of all classes of stock entitled to vote or 50% or more of the total value of shares of all classes of stock. Ownership for purposes of the application of Section 304 of the Code generally takes into account the constructive ownership rules of Section 318 of the Code. The sole direct or indirect shareholder of NLHC also owns (directly, indirectly and/or constructively) stock representing more than 50% of the voting power of all classes of Company stock entitled to vote. Accordingly, the Company expects that Section 304 of the Code will apply to the Merger.

If Section 304 of the Code applies to the Merger, to the extent that a U.S. Holder would otherwise be treated for U.S. federal income tax purposes as selling Company Common Stock to NLHC for cash, such holder will instead be treated as receiving such Merger Consideration in a deemed redemption of shares of NLHC. In the deemed redemption, such holder will recognize gain or loss in the manner described above in respect of such cash consideration unless such cash consideration is treated as a distribution of a dividend under the tests set forth in Section 302 of the Code.

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Under the tests set forth in Section 302 of the Code, such deemed redemption generally would be treated as having the effect of a distribution of a dividend if the receipt of such cash consideration by a U.S. Holder is neither “substantially disproportionate” with respect to such holder nor is “not essentially equivalent to a dividend.” The deemed redemption generally will not be “substantially disproportionate” with respect to a U.S. Holder if the percentage of the outstanding Company Common Stock that the U.S. Holder actually and constructively owns immediately after the Merger is greater than or equal to 80% of the percentage of the outstanding Company Common Stock that the U.S. Holder is deemed actually and constructively to have owned immediately before the Merger. The deemed redemption will be considered to be “not essentially equivalent to a dividend” if it results in a “meaningful reduction” in the U.S. Holder’s deemed percentage of stock ownership of the Company applying constructive ownership rules. The IRS has ruled that a minority stockholder in a publicly traded corporation whose relative stock interest is minimal and who exercises no control with respect to corporate affairs is considered to have experienced a “meaningful reduction” if the stockholder has even a small reduction in such stockholder’s percentage of stock ownership under the above analysis. Under the foregoing tests, a U.S. Holder who owns only Company Common Stock will generally be expected to recognize capital gain or loss on the sale or exchange in the manner described above. A U.S. Holder that also owns preferred stock of the Company should consult with its tax advisor about any implications of the ownership of preferred stock on the foregoing analysis.

If such deemed redemption is neither “substantially disproportionate” with respect to such holder nor is “not essentially equivalent to a dividend,” such deemed redemption would constitute a dividend for U.S. federal income tax purposes, in an amount equal to the cash consideration received, to the extent of the U.S. Holder’s allocable share of current and accumulated earnings and profits of the Company and, under special rules in the Code, potentially may also include the holder’s allocable share of current and accumulated earning and profits of the corporations in the Buyer Group. To the extent that the amount of cash consideration exceeds the Company’s (and if applicable the Buyer Group’s) current and accumulated earnings and profits, the distribution would be treated first as a non-taxable return of capital reducing the U.S. Holder’s basis in the NLHC common stock deemed issued to such U.S. Holder, and, to the extent the amount of the distribution exceeds such tax basis, the excess would be treated as capital gain recognized on a sale or exchange of such NLHC common stock. The Company does not maintain calculations of earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder of Company Common Stock should expect that, if the deemed redemption is neither “substantially disproportionate” with respect to such holder nor is “not essentially equivalent to a dividend,” the cash received pursuant to the Merger generally will be treated as dividend income, even if that distribution might otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. Because the Company is not a U.S. corporation, a U.S. Holder that is a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) will not be entitled to claim a dividends-received deduction with respect to any distributions received or deemed received from the Company. Any portion of the Merger Consideration treated as a dividend under the foregoing test will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

Because the possibility of dividend treatment depends upon each U.S. Holder’s particular circumstances, including the application of constructive ownership rules, U.S. Holders of Company Common Stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances and any actions that may be taken to mitigate the potential application of such rules.

PFIC Status and Significant Tax Consequences. Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC, for U.S. federal income tax purposes. In general, the Company will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder holds shares of the Company, either (a) at least 75% of the Company’s gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business) or (b) at least 50% of the quarterly average value of the assets held by the Company during such taxable year produce, or are held for the production of, passive income. Income the Company earns, or is deemed to earn, in connection with the performance of services will not constitute passive income. By contrast, rental income will generally constitute passive income (unless the Company is treated under certain special rules as deriving rental income in the active conduct of a trade or business). For purposes of determining whether the Company is a PFIC,

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the Company is treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25.0% of the value of the subsidiary’s stock. U.S. stockholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC and additional tax filing obligations.

Based upon the Company’s actual and projected income, assets and activities, the Company intends to take the position, to the extent it is required to do so, that it will not be a PFIC for the taxable year ending December 31, 2023, although there can be no assurance in this regard.

There is a significant amount of legal authority consisting of the Code, legislative history and U.S. Internal Revenue Service, or IRS, pronouncements and rulings supporting the Company’s position that income the Company derives or is deemed to derive from the Company’s port terminal, time charter and voyage charter operations constitutes services income (rather than rental income). However, it should be noted that this authority is in other contexts, and there is no direct legal authority under the PFIC rules addressing whether income from port terminal, time charter or voyage charter operations is services income or rental income (or otherwise constitutes passive income), and there is also contrary authority in other contexts, including authority which characterizes certain types of income the Company earns or is deemed to earn as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position and there is a risk that the IRS or a court of law could determine that the Company is a PFIC. In addition, no assurance can be given as to the Company’s PFIC status, because such status requires a factual determination based upon the composition of its income and assets for the entire taxable year. The PFIC determination also depends on the application of complex U.S. federal income tax rules concerning the classification of the Company’s income and assets for this purpose, and there are legal uncertainties involved in determining whether the income derived from chartering activities and from logistics activities constitutes rental income or income derived from the performance of services. Moreover, the applicability of the relevant legal authorities to the Company’s business and organizational structure is not entirely clear and is subject to differing interpretations. The Company has not sought an IRS ruling on this issue. As a result, the IRS or a court could disagree with the Company’s position. In addition, although the Company attempts to conduct its affairs in a manner to avoid, to the extent possible, being classified as a PFIC, the Company cannot provide any assurance that the nature of its operations, or the nature or composition of its income or assets, will not change in the future, or that the Company can avoid PFIC status in the future.

Taxation of U.S. Holders Making a QEF Election. If the Company were treated as a PFIC with respect to a U.S. Holder that has a “qualifying electing fund” election (a “QEF election”) in effect, such U.S. Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of its Company Common Stock. Distributions of earnings and profits (including deemed distributions as a result of the application of Section 304 of the Code) that had previously been taxed would result in a corresponding reduction in a U.S. holder’s adjusted tax basis in our common stock and would not be taxed again once distributed. To the extent any of the Company’s subsidiaries is a PFIC, an election to treat the Company as a “qualifying electing fund” would not be effective with respect to a deemed ownership of the stock of such subsidiary and a separate QEF election with respect to such subsidiary would be required.

It should be noted that the beneficial effect of a QEF election may be substantially diminished if such election was not made in the first year of a U.S. Holder’s holding period in which the Company is a PFIC. If some instances, a U.S. Holder may be permitted to make a QEF election that is retroactive to the beginning of holding period if the Company were to be unexpectedly treated as a PFIC.

Taxation of U.S. Holders Making a Mark-to-Market Election. If the Company were treated as a PFIC with respect to a U.S. Holder that has a valid mark-to-market election in effect for the tax year that includes the closing date, such holder generally would recognize gain or loss on the exchange of shares of Company Common Stock for the Merger consideration in an amount equal to the difference between the amount of cash received and the U.S. Holder’s U.S. federal income tax basis in the shares of Company Common Stock surrendered. Gain realized on the exchange of shares of Company Common Stock for Merger Consideration generally would be treated as ordinary income, and any loss realized on the exchange of shares of Company Common Stock for Merger consideration generally would be treated as ordinary loss to the extent that such loss did not exceed the net mark-to-market gains previously included in income by the U.S. Holder. However, if any of the Company’s subsidiaries is treated as a PFIC, a U.S.

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holder’s “mark-to-market” election with respect to its Company Common Stock would not apply to the U.S. Holder’s deemed ownership of the stock of such subsidiary. This may significantly limit the beneficial effect of making a mark-to-market election. The beneficial effect of a mark-to-market election would may be substantially diminished if such election was not made in the first year of the U.S. Holder’s holding period in which the Company was a PFIC.

Taxation of Non-Electing U.S. Holders. If the Company were to be treated as a PFIC with respect to a U.S. Holder that does not have either a valid mark-to-market election or QEF election in effect for that year, such holder would be subject to special rules with respect to any gain realized on the exchange of shares of Company Common Stock for Merger Consideration. Under these special rules:

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of shares of Company Common Stock.

Non-U.S. Holders

Generally. The U.S. federal income tax consequences of the Merger to Non-U.S. Holders will generally be the same as those described above for U.S. Holders of Company Common Stock, except that, subject to the discussion below regarding “—Information Reporting and Backup Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal withholding tax or income tax on any gain recognized on the receipt of the Merger Consideration (including any amount treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code) in exchange for shares of Company Common Stock pursuant to the Merger unless:

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, gain (or dividends) from the exchange of shares of Company Common Stock for the Merger consideration that is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty. An individual Non-U.S. Holder who is present in the U.S. for 183 days or more in the taxable year of the Merger and who satisfies the other relevant conditions will be subject to tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on any gain recognized, which may be offset by U.S.-source capital losses recognized in the same taxable year.

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Backup Withholding and Information Reporting

A U.S. Holder may be subject to “backup withholding” at a rate of 24% with respect to the amount of cash received in the merger, unless such holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations and Non-U.S. Holders generally will be exempt from backup withholding, but may be required to provide a certification to establish their entitlement to the exemption. Backup withholding does not constitute an additional tax, but is merely an advance payment that may be refunded or credited against a holder’s U.S. federal income tax liability if the required information is supplied to the IRS in a timely manner.

Marshall Islands Tax Considerations

Under current Marshall Islands law, U.S. Holders and Non-U.S. Holders are not subject to Marshall Islands income or capital gains or withholding taxes with respect to the exchange of shares of Company common stock for the merger consideration.

EACH HOLDER OF SHARES OF COMPANY COMMON STOCK IS URGED TO CONSULT WITH ITS OWN TAX ADVISERS TO DETERMINE THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO IT OF THE MERGER, AS WELL AS THE EFFECTS OF U.S. STATE, LOCAL AND NON-U.S. TAX LAWS.

Source of Funds

The Buyer Group anticipates that NLHC will expend approximately $52.0 million, net of fees, to purchase the outstanding Company Common Stock at a purchase price of $2.28 per share. NLHC intends to fund the transactions contemplated by the Merger Agreement through cash on hand held by it and its affiliates. The obligations of NLHC and Merger Sub to consummate the Merger is not subject to any financing condition.

Anticipated Accounting Treatment of Transaction

It is anticipated that the transaction will be accounted for under the acquisition method of accounting for financial accounting purposes following FASB Accounting Standards Codification Topic 805, Business Combinations.

No Appraisal Rights

Under Marshall Islands law, no dissenters’ or appraisal rights are available to stockholders of the Company with respect to the Merger.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents incorporated by reference in this proxy statement, include “forward-looking statements” that reflect the Company’s current views as to future events and financial performance with respect to the Company’s operations, the expected completion and timing of the Merger and other information relating to the Merger. These statements can be identified by the fact that they do not relate strictly to historical or current facts. There are forward-looking statements throughout this proxy statement, including under the headings, among others, “Summary Term Sheet,” “Questions and Answers About the Special Meeting and the Merger Agreement Proposal,” “Special Factors,” “The Special Meeting,” and “Additional Information Regarding the Company” and in statements containing the words “aim,” “anticipate,” “are confident,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance or other future events or trends.

You should be aware that forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot assure you that the actual results or developments anticipated will be realized, or, even if realized, that they will have the expected effects on the business or operations of the Company. These forward-looking statements speak only as of the date on which the statements were made and the Company undertakes no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events or otherwise, except as required by law. In addition to other factors and matters referred to or incorporated by reference in this document, the Company believes the following factors could cause actual results or matters related to the Merger to differ materially from those discussed in the forward-looking statements:

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Many of the factors that will determine the Company’s future results are beyond its ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company cannot guarantee any future results, levels of activity, performance or achievements.

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THE PARTIES TO THE MERGER

N Logistics Holdings Corporation

NLHC is a Marshall Islands corporation, and its principal business address is 85 Akti Miaouli Street, Piraeus, Greece 185 38 (telephone: +302104595000). The principal business of NLHC is acting as an investment holding company. NLHC is controlled by Ms. Frangou.

Navigation Merger Sub Inc.

Merger Sub is a Marshall Islands corporation, and its principal business address is c/o N Logistics Holdings Corporation, 85 Akti Miaouli Street, Piraeus, Greece 185 38 (telephone: +302104595000). Merger Sub is a wholly owned subsidiary of NLHC and was formed solely for the purpose of engaging in the Merger and other related transactions. Merger Sub has not engaged in any business other than in connection with the Merger and other related transactions.

N Shipmanagement Acquisition Corp.

NSC is a Marshall Islands corporation, and its principal business address is 85 Akti Miaouli Street, Piraeus, Greece 185 38 (telephone: +302104595000). The principal business of NSC is acting as an investment holding company. NSC is controlled by Ms. Frangou.

Navios Maritime Holdings Inc.

The Company is a corporation organized under the laws of the Republic of the Marshall Islands. The Company’s principal executive office and principal place of business is located at Strathvale House, 90 N Church Street, P.O. Box 309, Grand Cayman, KY1-1104 Cayman Islands, and its telephone number is +1 345 232 3067.

The Company owns a 63.8% controlling equity stake in Navios Logistics. Navios Logistics believes it is one of the largest infrastructure and logistics companies in the Hidrovia region river system, the main navigable river system in the Hidrovia region, and on the cabotage trades along the south-eastern coast of South America. Navios Logistics serves its customers in the Hidrovia region through its Port Terminal Business. which comprises its Grain Port Terminal, which supports agricultural and forest-related exports; its Iron Ore Port Terminal, which supports mineral-related exports; and its Liquid Port Terminal, with tank storage for refined petroleum products. The Grain Port Terminal and the Iron Ore Port Terminal are located in Nueva Palmira, Uruguay, and the Liquid Port Terminal is located in San Antonio, Paraguay. Since October 2022, Navios Logistics has been providing bunkering services using floating storage capacity in the port of Nueva Palmira. Navios Logistics complements these three port terminals with a diverse fleet of 271 barges and 30 pushboats that operate in its barge business, and six vessels, comprising five tankers and one river and estuary product tanker, all of which operate in its cabotage business. Navios Logistics provides transportation for dry cargo (cereals, cotton pellets, soybeans, wheat, limestone (clinker), mineral iron, and rolling stones), liquid cargo (hydrocarbons such as crude oil, gas oil, naphtha, fuel oil and vegetable oils) and liquefied cargo (liquefied petroleum gas). The Company also owns an interest in Navios Maritime Partners L.P., an international shipping company listed on the NYSE, which owns and operates dry cargo and tanker vessels. See “Additional Information Regarding the Company” beginning on page 79. For a description of our history, development, business and organizational structure, see our Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated herein by reference. See “Where You Can Find More Information” beginning on page 90 for a description of how to obtain a copy of our Annual Report.

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THE SPECIAL MEETING

Date, Time and Place

This proxy statement is being provided to holders of the Company Common Stock and Series I Preferred Stock of Navis Maritime Holdings Inc. as part of a solicitation of proxies by the Company Board for use at the Special Meeting to be held at the offices of the Company located at Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, on Wednesday, December 13, 2023, at 9:00 a.m., local time, unless adjourned or postponed to a later time.

The purpose of the Special Meeting is for the holders of the Company Common Stock and Series I Preferred Stock to consider and vote upon the Merger Agreement Proposal. A copy of the Merger Agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy card are first being mailed to the shareholders of the Company on or about November 13, 2023.

Record Date and Quorum

Only the holders of record of the shares of Company Common Stock and Series I Preferred Stock as of the close of business on November 3, 2023, which has been fixed as the Record Date, are entitled to receive notice of, and to vote at, the Special Meeting.

As of the Record Date, there were 22,826,450 shares of Company Common Stock issued and outstanding, each entitling its holder to one vote, and there were 1,000 shares of Series I Preferred Stock issued and outstanding, which, in the aggregate, entitle, NSC, the sole holder of record and beneficial owner of all of the shares of Series I Preferred Stock to cast a total of 31,267,033 votes.

The Company will have a quorum and will be able to conduct the business of the Special Meeting if the holders of shares of Company Common Stock and Series I Preferred Stock representing at least one third of the votes entitled to be cast at the Special Meeting, either in person or by proxy. If you submit a properly executed proxy card, you will be considered part of the quorum. Holders of Company Common Stock present in person at the Special Meeting but not voting and shares of Company Common Stock for which the Company has received proxies indicating that their holders have abstained, will be counted as present at the Special Meeting for purposes of determining whether a quorum is established.

Under the terms of the Merger Agreement, unless the Special Committee withdraws its recommendation in favor of the Merger (as described in the section of this proxy statement titled “The Merger Agreement — No Solicitation of Acquisition Proposals; Changes in Special Committee Recommendation”), NSC is required to vote all of the shares of Series I Preferred Stock in favor of the approval and authorization of the Merger Agreement at the Special Meeting or any postponement or adjournment thereof. Since the votes entitled to be cast by NSC in respect of the shares of Series I Preferred Stock represent a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, the voting by NSC of the shares of Series I Preferred Stock assures a quorum will be present at the Special Meeting.

In accordance with the NYSE rules, banks, brokers and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to any of the proposals to be voted on at the Special Meeting. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares with respect to the proposals to be voted on at the Special Meeting, they may not vote such shares with respect to such proposals. Because the Merger Agreement Proposal is non-routine and non-discretionary, we do not expect there to be any broker non-votes for the Merger Agreement Proposal.

Upon request by a holder of shares of Company Common Stock at or prior to the Special Meeting, the Company will provide a list of registered stockholders as of the Record Date of the Special Meeting.

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Required Vote

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, voting together as a single class. As of the Record Date, there were 22,826,450 shares of Company Common Stock issued and outstanding, each entitling its holder to one vote, and there were 1,000 shares of Series I Preferred Stock issued and outstanding, which, in the aggregate, entitle, NSC, the sole holder of record and beneficial owner of all of the shares of Series I Preferred Stock to cast a total of 31,267,033 votes.

The approval of the Merger Agreement Proposal is a condition to the parties’ obligations to consummate the Merger. Your failure to vote your shares of Company Common Stock or your abstention from voting on the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

If you are a holder of any of the Company’s outstanding shares of Series G Preferred Stock or Series H Preferred Stock, you do not have a right to vote on the Merger Agreement Proposal as a holder of such shares.

Under the terms of the Merger Agreement, unless the Special Committee withdraws its recommendation in favor of the Merger (as described in the section of this proxy statement titled “The Merger Agreement — No Solicitation of Acquisition Proposals; Changes in Special Committee Recommendation”), NSC is required to vote all of the shares of Series I Preferred Stock in favor of the approval and authorization of the Merger Agreement at the Special Meeting or any postponement or adjournment thereof. Since the votes entitled to be cast by NSC in respect of the shares of Series I Preferred Stock represent a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, the voting by NSC of the shares of Series I Preferred Stock in favor of the approval and authorization of the Merger Agreement will provide sufficient votes to assure that the Merger Agreement Proposal will be approved.

Additionally, each of the directors and executive officers of the Company that owns shares of Company Common Stock as of the Record Date, has informed the Company that, as of the date of this proxy statement, he or she intends to vote shares owned directly by him or her “FOR” the Merger Agreement Proposal.

Abstentions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. A stockholder’s failure to (x) submit a signed proxy card or (y) to vote in-person at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Brokers, banks or other nominees holding shares of Company Common Stock in “street name” may not vote such shares of Company Common Stock on the Merger Agreement Proposal absent instruction from you on how you wish your shares of Company Common Stock to be voted. If your shares are held in “street name,” unless you attend the Special Meeting in-person, with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Voting; Proxies

If you were a holder of record of shares of Company Common Stock at the close of business on the Record Date, you may vote in person by attending the Special Meeting or, to ensure that your shares are represented at the Special Meeting, you may authorize a proxy to vote. To vote by proxy, after carefully reading and considering the information contained in, and incorporated by reference into, this proxy statement, please fill out, sign and date the proxy card and then mail your signed proxy card in the enclosed envelope, as soon as possible so that your shares may be voted at the Special Meeting. You may also vote via the Internet by accessing the Internet address as specified on the enclosed proxy card by the deadlines set forth on the card.

All shares of the Company’s Common Stock and Series I Preferred Stock represented by each properly executed and valid proxy received by 11:59 p.m., New York time, on December 12, 2023 will be voted in accordance with the instructions given on the proxy. If a holder of shares of Company Common Stock executes a proxy card without giving instructions, the shares represented by that proxy card will be voted “FOR” the proposal to approve the Merger Agreement. Please submit your proxy whether or not you plan to attend the Special Meeting in person.

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If your shares of Company Common Stock or are held beneficially in “street name,” you should instruct your bank, broker, or other nominee to vote your shares. If you do not instruct your bank, broker or other nominee, it will not be able to vote your shares. Please check with your bank, broker or other nominee and follow the voting procedures it provides. Your bank, broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet.

Attendance

All holders of Company Common Stock or Series I Preferred Stock as of the close of business on the Record Date for voting at the Special Meeting, including holders of record and beneficial owners of Company Common Stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the Special Meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification.

You do not need to attend the Special Meeting to vote your shares. Shares represented by valid proxies, received in time for the meeting and not revoked prior to the meeting, will be voted at the meeting. A stockholder may revoke a proxy before the proxy is voted by delivering a signed statement of revocation, submitting a new proxy with a later date by using the Internet proxy submission procedures described above, or by delivering a duly executed proxy card bearing a later date to our Secretary. Any stockholder who has executed a proxy card but attends the meeting in person may revoke the proxy and vote at the meeting.

Voting in Person

Shareholders of record will be able to vote in person at the Special Meeting. If you are not a shareholder of record, but instead hold your shares of Company Common Stock in “street name” through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the Special Meeting. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification.

If you attend the meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.

Providing Voting Instructions by Proxy

If you do not vote your shares of Company Common Stock with respect to the Merger Agreement Proposal, it will have the same effect as a vote against the Merger Agreement Proposal. However, if the Merger Agreement Proposal is approved and the Merger is completed, your shares of Company Common Stock (other than shares of Company Common Stock held by (i) the Company or any of its subsidiaries or (ii) NLHC or Merger Sub) will be converted into the right to receive the Merger Consideration even though you did not vote.

If you submit a proxy without specifying the manner in which you would like your shares of Company Common Stock or Series I Preferred Stock to be voted, your shares of Company Common Stock or Series I Preferred Stock will be voted “FOR” the Merger Agreement Proposal.

Broker Non-Votes

If your shares of Company Common Stock are held beneficially in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Your broker, bank or other nominee will vote your shares only if you provide instructions on how to vote. Please follow the directions on the voting instruction form sent to you by your broker, bank or other nominee with this proxy statement. Your bank,

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broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee, as the case may be. Brokers who hold shares of Company Common Stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. Because the Merger Agreement Proposal is non-routine and non-discretionary, we do not expect there to be any broker non-votes for such proposal.

If your shares are held in “street name,” unless you attend the Special Meeting in-person, with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Abstentions

Abstentions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Record Holders

Whether you plan to attend the Special Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the Special Meeting. If you hold book-entry shares of Company Common Stock, which are shares that are registered directly in your name on the books and records of our stock transfer agent, Continental Stock Transfer & Trust Company, or you have stock certificates representing shares of Company Common Stock, you may vote:

“Street Name” Holders

If your shares of Company Common Stock are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

“Street name” holders may vote by telephone or Internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

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Revocation of Proxies

If your shares of Company Common Stock are registered directly in your name, there are three ways you can change your vote after you have submitted your proxy:

Navios Maritime Holdings Inc.

Attn: Secretary

Strathvale House, 90 N Church Street

Grand Cayman

KY1-1104

Cayman Islands

Or by email to legal_corp@navios.com

If your shares of Company Common Stock are held in “street name” by a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

Solicitation of Proxies; Payment of Solicitation Expenses

In addition to the mailed proxy materials, the Company’s directors, officers, and other employees may also solicit proxies or votes in person, in writing, by telephone, e-mail, or other means of communication. The Company will pay the costs of printing and mailing this proxy statement to its stockholders and all other costs incurred in connection with the solicitation of proxies for the Special Meeting. Directors, officers and other employees of the Company will not be paid any additional compensation for soliciting proxies. The Company will also reimburse banks, brokers, nominees, and other record holders for their reasonable expenses in forwarding proxy materials to beneficial owners of shares of Company Common Stock.

Adjournments

Under the terms of the Merger Agreement, the Company may postpone or adjourn the Special Meeting with (i) the prior written consent of NLHC (not to be unreasonably withheld, conditioned, or delayed), or (ii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Special Committee has determined in good faith after consultation with outside counsel is necessary or advisable under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders of the Company prior to the Special Meeting, provided, that, in the case of clause (ii), in no event shall the Special Meeting be adjourned or postponed for longer than ten (10) calendar days without the prior written consent of NLHC.

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Other Information

As of the date of this proxy statement, the Company Board is not aware of any other matter that may be presented for action at the Special Meeting. If other matters properly come before the Special Meeting, or at any adjournment or postponement of the Special Meeting, the Company intends that shares of Company Common Stock represented by properly submitted proxies will be voted, or not voted, by and in accordance with the best judgment of the persons named as proxies on the proxy card.

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THE MERGER AGREEMENT PROPOSAL

We are asking you to approve the Merger Agreement and the Merger. If the Merger Agreement is approved by our stockholders and all other conditions to the closing of the Merger are either satisfied or validly waived, Merger Sub will merge with and into the Company with the Company surviving the Merger as a subsidiary of NLHC.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections titled “Special Factors–Certain Effects of the Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

We cannot complete the Merger without the affirmative vote of the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, voting together as a single class. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote against the proposal to approve the Merger Agreement.

If you sign and return your proxy card (or submit your proxy via the Internet) without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with the Company Board’s recommendation.

The Merger Agreement and the transactions contemplated thereby, including the Merger, have been unanimously approved and recommended by the Special Committee. The Company Board, acting upon the unanimous recommendation of the Special Committee, by unanimous vote of the directors not affiliated with NLHC or its affiliates recommends that stockholders vote “FOR” the Merger Agreement Proposal to approve the Merger Agreement and the Merger.

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THE MERGER AGREEMENT

The following is a summary of certain material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are urged to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A, respectively, to this proxy statement, is intended to provide information regarding the terms of the Merger Agreement.

The representations, warranties, covenants and other agreements made in the Merger Agreement by the Company, NLHC, Merger Sub and NSC and described below were made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement as of specific dates. Such representations, warranties, covenants and other agreements were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger. Such representations, warranties, covenants and other agreements may have also been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, may or may not be accurate as of any specific date, may be subject to important limitations and qualifications and may therefore not be complete. The representations, warranties, covenants and other agreements in the Merger Agreement may also be subject to a contractual standard of materiality applicable to the contracting parties that may differ from those applicable to stockholders and reports and documents filed with the SEC. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement and not to provide investors with any other factual information regarding the Company or NLHC or their respective businesses. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may be fully reflected in the Company’s public disclosures if determined to be material to the Company. The representations, warranties, covenants and other agreements made in the Merger Agreement and the description of them in this proxy statement should not be read alone but instead should be read in conjunction with the other information contained in this proxy statement and the other reports, statements and filings the Company files publicly with the SEC.

The Merger

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company and the separate corporate existence of Merger Sub will terminate. The Company will survive the Merger as a subsidiary of NLHC.

Following completion of the Merger, the Company Common Stock will cease to be listed on the NYSE and will be deregistered under the Exchange Act. As a result, the Company’s common stockholders (other than NLHC) will cease to own any shares of Company Common Stock or have rights as common stockholders of the Company, and there will be no public market for the Company Common Stock.

The Company’s outstanding shares of Series G Preferred Stock (and the related American Depositary Shares), Series H Preferred Stock (and the related American Depositary Shares), and Series I Preferred Stock will be unaffected by the Merger and remain outstanding as identical securities of the Surviving Corporation.

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Closing; Effective Time of the Merger

The closing of the Merger (the “Closing”) will occur three business days following the day on which the conditions to the Merger set forth in the Merger Agreement are satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing but subject to the satisfaction or waiver of those conditions), or such other time as NLHC, Merger Sub and the Company may agree in writing. For further discussion on the conditions to completion of the Merger, see “–Conditions to Completion of the Merger” beginning on page 73.

On the Closing Date, concurrently with or as soon as practicable following the Closing, the Company and Merger Sub will file duly executed articles of merger (the “Articles of Merger”) with the Registrar or Deputy Registrar of Corporations of the Republic of the Marshall Islands. The effective time of the Merger will occur upon filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Marshall Islands, or at such later time as may be mutually agreed upon by NLHC, Merger Sub and the Company and specified in the Articles of Merger in accordance with the Business Corporations Act of the Republic of the Marshall Islands, as amended, supplemented or restated from time to time, and any successor to such statute (the “MIBCA”).

Articles of Incorporation and Bylaws

At the Effective Time, (i) the articles of incorporation of the Company as in effect immediately prior to the Effective Time will remain in effect in accordance with its terms and be the articles of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with its terms and applicable law and subject to compliance with the terms of the Merger Agreement, and (ii) the Company Board will take the actions necessary so that the bylaws of the Company will be amended and restated to read in their entirety as the bylaws of Merger Sub and, as so amended, will be the bylaws of the Surviving Corporation following the Merger until thereafter amended in accordance with the articles of incorporation and bylaws of the Surviving Corporation and applicable law.

Consideration to be Received in the Merger

At the Effective Time, as a result of the Merger and without any action on the part of NLHC, Merger Sub, the Company or the holder of any shares of Company Common Stock, shares of Preferred Stock or shares of common stock of Merger Sub, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by (i) the Company (including as treasury stock) or any of its subsidiaries or (ii) NLHC or Merger Sub) will be converted into the right to receive the Merger Consideration of  $2.28 per share in cash, without interest and less any applicable withholding taxes.

Treatment of Shares of Company Common Stock

All shares of Company Common Stock converted into the Merger Consideration will no longer be outstanding, will automatically be cancelled and will cease to exist at the Effective Time. Each stock certificate or book-entry share previously representing any shares of Company Common Stock will thereafter represent only the right to receive, with respect to each underlying share of Company Common Stock, the Merger Consideration.

At the Effective Time, each share of Company Common Stock held by the Company as treasury stock or held by the Company or any of its subsidiaries will be canceled without payment of any consideration and cease to exist. At the Effective Time each share of Company Common Stock held by NLHC or Merger Sub will be unaffected by the Merger and remain outstanding as one share of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”).

Treatment of Preferred Stock

The Company’s outstanding shares of Series G Preferred Stock (and the related American Depositary Shares), Series H Preferred Stock (and the related American Depositary Shares), and Series I Preferred Stock will be unaffected by the Merger, remain outstanding as identical securities of the Surviving Corporation and be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the certificate of designation applicable to such series of Preferred Stock.

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Treatment of Capital Stock of Merger Sub

At the Effective Time, as a result of the Merger and without any action on the part of NLHC, Merger Sub, the Company or the holder of any shares of Company Common Stock, shares of Preferred Stock or shares of capital stock of Merger Sub, the registered shares, without par value, of Merger Sub outstanding immediately prior to the Effective Time shall, in the aggregate, be converted into an aggregate number of shares of Surviving Corporation Common Stock equal to the aggregate number of shares of Company Common Stock (including Company Restricted Shares) that are converted into the right to receive the Merger Consideration pursuant to the Merger Agreement.

Treatment of Company Equity Awards

At the Effective Time, each outstanding award of shares of Company Common Stock granted under a Company equity plan that remains subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions (each a “Company Restricted Share”) that is unvested immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the number of shares of Company Common Stock subject to such award of Company Restricted Shares, less applicable taxes required to be withheld.

All options to purchase shares of Company Common Stock (the “Company Options”) granted pursuant to the Company’s 2015 Equity Incentive Plan, as amended (the “Company Equity Incentive Plan”) will be cancelled for no consideration or payment at the Effective Time.

Exchange and Payment Procedures

NLHC will deposit an amount of cash in an exchange fund with an exchange agent (the “Exchange Agent”) sufficient to pay the Merger Consideration in respect of the shares of Company Common Stock that are being converted into the right to receive the Merger Consideration pursuant to the Merger Agreement. As soon as practicable after the Effective Time, NLHC will cause the Exchange Agent, which will be a trust company or similar entity selected by NLHC and reasonably acceptable to the Company, to mail to all record holders of a stock certificate or book-entry shares a letter of transmittal and instructions on how to surrender stock certificates or book-entry shares in exchange for the Merger Consideration. As the holder of a stock certificate or book-entry share, you will receive the $2.28 in cash per share, without interest and less any applicable withholding taxes, only upon the proper surrender to the Exchange Agent of the stock certificate or book-entry share, the properly completed and executed letter of transmittal and other required documents and information.

You should not send in your stock certificates or transfer your book-entry shares until you receive a letter of transmittal and instructions. Do not send certificates with the enclosed proxy card, and do not forward your stock certificates to the Exchange Agent without a properly completed letter of transmittal.

If, prior to the Effective Time, a transfer of ownership of any share of Company Common Stock is not registered in the Company’s transfer records, the Merger Consideration payable upon surrender of the stock certificate or book-entry share will be paid to the transferee only if the stock certificate or book-entry share is properly endorsed or is otherwise in proper form for transfer, and upon the payment of any transfer or other taxes applicable to such transfer in form and substance reasonably satisfactory to the Exchange Agent.

Each of the Exchange Agent, the Company, the Surviving Corporation, and NLHC will be entitled to deduct and withhold from the amounts otherwise payable under the Merger Agreement such amounts as the Exchange Agent, the Company, the Surviving Corporation, and NLHC are entitled to deduct and withhold pursuant to applicable tax laws. Any sum that is withheld will be treated as having been delivered and paid to the person from whom it is withheld.

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After the Effective Time, there will be no further registration of transfers on the stock transfer books of shares of Company Common Stock, other than shares of Surviving Corporation Common Stock. If, after the Effective Time, stock certificates or book-entry shares are presented to the Surviving Corporation (other than stock certificates or book-entry shares representing shares of Surviving Corporation Common Stock) they will be cancelled and exchanged for the Merger Consideration, if entitled thereto.

No interest will be paid or accrued on any cash payable to holders of stock certificates or book-entry shares. Any portion of the Merger Consideration exchange fund that has not been claimed by stockholders (and any interest or other income earned thereon) for six months after the Effective Time will be returned to NLHC. Former stockholders who have not complied with the exchange and payment procedures described above will then look to NLHC for payment of the Merger Consideration, without any interest due. None of the Company, the Surviving Corporation, the Exchange Agent or any other person will be liable to any former stockholders for any amount of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you will have to make an affidavit of the loss, theft or destruction. If required by the Surviving Corporation, you will also need to post a bond in an amount and upon such terms as the Surviving Corporation may determine are reasonably necessary as indemnity against any claim that may be made against it or the exchange agent with respect to the certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Representations and Warranties

The Merger Agreement contains representations and warranties the Company made to NLHC and Merger Sub, and representations and warranties NLHC, Merger Sub and NSC made to the Company, and may be subject to important limitations and qualifications agreed to by the parties in connection with negotiating the terms of the Merger Agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to contractual standards of materiality different from those generally applicable to public disclosures to stockholders or may have been used for the purpose of allocating risk among the parties rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the Merger Agreement as statements of factual information.

The Merger Agreement contains a number of representations and warranties made by the Company that relate to, among other things:

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A number of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” clause.