UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
NAVIOS MARITIME HOLDINGS
INC.
(Name of Subject Company (Issuer) and
Filing Person (Offeror))
WARRANTS TO
PURCHASE COMMON STOCK
(Title of Class
of Securities)
Y62196103
(CUSIP Number of
Common Stock Underlying Warrants)
Angeliki
Frangou
Navios Maritime Holdings Inc.
85 Akti Miouli
Street
Piraeus, Greece 185 38
(011)
+30-210-4595000
(Name, Address and
Telephone Number of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Person)
WITH COPY TO:
Kenneth R. Koch,
Esq.
Todd E. Mason, Esq.
Mintz, Levin,
Cohn,
Ferris,
Glovsky and Popeo, P.C.
666 Third
Avenue
New York, New York 10017
(212)
935-3000
CALCULATION OF FILING FEE:
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| Transaction
valuation(1) |
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Amount
of filing fee(1)(2) |
| $39,161,658 |
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$4,191 |
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| (1) |
Estimated
for purposes of calculating the amount of the filing fee only. An
offer, for a period of twenty (20) business days, is made to holders of
49,571,720 Warrants issued by International Shipping Enterprises, Inc.,
our legal predecessor, in its initial public offering to exercise such
Warrants by increasing the shares of common stock to be received upon
exercise from one (1) share to 1.16 shares or exchanging 5.25 Warrants
for one (1) share of Common Stock. The transaction value is calculated
pursuant to Rule 0-11(b)(2) and 0-11(a)(4) using the average of the
high and low sales price of the Warrants on December 26, 2006. |
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| (2) |
Calculated by multiplying the
Transaction valuation by 0.0001070. |
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![[ ]](ebox.gif) |
Check the box if any part of the fee
is offset as provided by Rule 011 Rule 011(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number or the Form or
Schedule and the date of its filing. |
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Amount
Previously Paid: N/A
Form or Registration Number: N/A
Filing
Party: N/A
Date Filed:
N/A |
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Check the box if the filing
relates solely to preliminary communications made before the
commencement of a tender offer. |
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Check
the appropriate boxes below to designate any transactions to which the
statement relates: |
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third party tender
offer subject to Rule 14d-1. |
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![[X]](xbox.gif) |
issuer
tender offer subject to Rule 13e-4. |
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going
private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule
13d-2. |
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Check the following box if the filing is
a final amendment reporting the results of a tender offer:
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The
alphabetical subsections used in the Item responses below correspond to
the alphabetical subsections of the applicable items of Regulation M-A
promulgated under the Federal securities laws.
Item
1. SUMMARY TERM SHEET
The information under the heading
‘‘Summary’’ in the Offer Letter filed as
Exhibit (a)(1) to this Schedule TO is incorporated herein by
reference.
Item 2. SUBJECT COMPANY
INFORMATION
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(a) |
The name of the subject company
(issuer) and filing person (offeror) is Navios Maritime Holdings Inc.,
a Marshall Islands corporation. The address and telephone number of its
principal executive offices are 85 Akti Miouli Street, Piraeus, Greece
185 38, telephone (011)
+30-210-4595000. |
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(b) |
As of December 27,
2006, the Company has 49,571,720 Warrants outstanding that were issued
by International Shipping Enterprises, Inc., the Company’s legal
predecessor, in its initial public offering which Warrants are subject
to the Offer. The Warrants are exercisable for an aggregate of
49,571,720 shares of Common Stock of the Company. |
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(c) |
Information about the trading market and price of
the subject securities under ‘‘The Offer, Section 6:
Price Range of Common Stock’’ of the Offer Letter is
incorporated herein by reference. |
Item 3. IDENTITY AND
BACKGROUND OF FILING PERSON
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(a) |
The Company is
the filing person and the subject company. The address and telephone
number of each of the Company’s executive officers and directors
is c/o Navios Maritime Holdings Inc., 85 Akti Miouli Street, Piraeus,
Greece 185 38, telephone (011) +30-210-4595000. |
Pursuant to General Instruction C to Schedule TO promulgated by the
United States Securities and Exchange Commission (the
‘‘Commission’’), the following persons are
directors and/or executive officers of the Company:
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| Name |
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Position with the
Company |
| Angeliki Frangou |
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Chairman of
the Board, Chief Executive Officer |
| Michael
E. McClure |
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Chief Financial Officer |
| Anna Kalathakis |
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Senior Vice President –
Legal Risk
Management |
| Vasiliki Papaefthymiou |
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Secretary
and
Director |
| Spyridon Magoulas |
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Director |
| John Stratakis |
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Director |
| Allan Shaw |
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Director |
| Rex Harrington |
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Director |
| Robert Shaw |
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Director |
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Item
4. TERMS OF THE
TRANSACTION
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(a) |
Information about the terms of
the transaction under ‘‘The Offer, Sections 1 through
13’’ of the Offer Letter is incorporated herein by
reference. There will be no material differences in the rights of
security holders as a result of this
transaction. |
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Item 5. PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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(e) |
The information under
‘‘The Offer, Section 8. Transactions and Agreements
Concerning Warrants’’ of the Offer Letter is incorporated
herein by reference. |
Item 6. PURPOSES OF THE TRANSACTION
AND PLANS OR PROPOSALS.
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(a) |
The information about
the purpose of the transaction under ‘‘The Offer, Section
5.B. Purpose of the Offer’’ is incorporated herein by
reference. |
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(c) |
No plans or proposals described in this Schedule
TO or in any materials sent to the holders of the Warrants in
connection with this tender offer relate to or would result in the
conditions or transactions described in Regulation M-A, Item
1006(c)(1)-(8), and (10). The exercise of the Warrants resulting from
the modification of the exercise terms would trigger the acquisition by
such exercising holders of additional shares of common stock of the
Company. |
Item 7. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Item 8. INTEREST IN SECURITIES OF THE
SUBJECT COMPANY.
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(a) |
Neither the Company nor any
of the individuals or entities named in Item 3 beneficially own any of
the Warrants. |
Item 9. PERSONS/ASSETS, RETAINED, EMPLOYED,
COMPENSATED OR USED.
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(a) |
Dealer Manager
Agreement: In connection with the Offer, the Dealer Manager,
Goldman Advisors, a division of Sunrise Securities Corp., will receive
a fee equal to the sum of 5% of (i) the cash exercise prices
paid by Warrant holders, and (ii) 5% of the value of the shares
of Common Stock that are issued to Warrant holders who exchange 5.25 of
their Warrants for one share of Common Stock. The value of the Common
Stock will be equal to the average closing price of the
Company’s shares for the five day period ending on the
Expiration Date. |
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The Company has
retained Continental Stock Transfer & Trust Company to act as the
Depositary, and Morrow & Co., Inc. to act as the Information Agent.
Morrow may contact shareholders by mail, telephone, facsimile, telex,
telegraph or other electronic means, and may request brokers, dealers,
commercial banks, trust companies and other nominee shareholders to
forward material relating to the offer to beneficial owners. Each of
Continental and Morrow will receive reasonable and customary
compensation for its services in connection with our Offer, plus
reimbursement for out-of-pocket expenses, and will be indemnified by us
against certain liabilities and expenses in connection
therewith. |
Item 10. FINANCIAL
STATEMENTS.
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(a) |
Incorporated by reference
are the Company’s financial statements for the fiscal year ended
December 31, 2005 that were furnished in the
Company’s Annual Report on Form 20-F, and the financial
statements for the quarter ended September 30, 2006 that
were furnished in the Company’s report on Form 6-K dated
November 10, 2006. The full text of the Annual Report |
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on Form 20-F and the Form 6-K dated
August 21, 2006, as well as the other documents the
Company has filed with the U.S. Securities and Exchange Commission
(‘‘SEC’’) prior to, or will file with the
SEC subsequent to, the filing of this Tender Offer Statement on
Schedule TO can be accessed electronically on the SEC’s website
at www.sec.gov. |
Item 11. ADDITIONAL
INFORMATION.
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(a) (1) |
There
are no present or proposed contracts, arrangements, understandings or
relationships between the Company and its executive officers, directors
or affiliates relating, directly or indirectly, to the Offer. |
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(2) |
There are no applicable
regulatory requirements or approvals needed for the Offer. |
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(3) |
There are no applicable
anti-trust laws. |
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(4) |
The
margin requirements of Section 7 of the Securities Exchange Act of 1934
and the applicable regulations are inapplicable. |
Item
12. EXHIBITS.
The following are attached as exhibits to
this Schedule TO:
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(a) (1) |
Offer Letter
to Warrant Holders, dated December 28,
2006. |
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(2) |
Dealer Manager
Agreement, dated December 28,
2006 |
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(3) |
Letter of
Transmittal. |
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(4) |
Notice of
Guaranteed Delivery. |
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(5) |
Form
of letter to brokers, dealers, commercial banks, trust companies and
other nominees. |
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(6) |
Form of
letter to be used by brokers, dealers, commercial banks, trust
companies and other nominees to their
clients. |
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(7) |
Prospectus dated
October 26, 2006, Registration Number 333-129382
(Incorporated by reference to the Company’s Prospectus dated
October 26, 2006). |
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(8)
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Annual Report on Form 20-F for the year ending
December 31, 2005 (Incorporated by reference to the
Company’s Annual Report on Form 20-F for the year ending
December 31, 2005, filed on June 22,
2006). |
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(9) |
Form 6-K dated
August 21, 2006 and filed on August 21,
2006 (Incorporated by reference to the Form 6-K filed on August
21, 2006). |
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(10) |
Form
6-K dated November 10, 2006 and filed on November 13, 2006
(Incorporated by reference to the Form 6-K filed on November 13,
2006). |
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(11) |
Form 6-K dated
December 28, 2006 and filed December 28, 2006
(Incorporated by reference to the Form 6-K dated December 28,
2006 and filed on December 28,
2006). |
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(12) |
Press Release
dated December 28,
2006. |
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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.
NAVIOS MARITIME HOLDINGS
INC.
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By: /s/ Angeliki
Frangou
Name: Angeliki
Frangou
Title: Chairman and Chief Executive
Officer |
Date: December 28,
2006
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