SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated:
June 24, 2009
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F:
Form 20-F
þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
On June 29, 2009, pursuant to the previously executed Subscription Agreement dated June 9, 2010,
between Navios Maritime Partners L.P. (“Navios Partners”) and Navios Maritime Holdings Inc. (“Navios
Holdings”), Navios Partners issued Navios Holdings 1.0 million of a new series of subordinated units
designated the Subordinated Series A Units (the “Series A Units”). The Series A Units are not eligible to
receive cash distributions until the earlier of a change of control of Navios Partners or June 29, 2012, at
which time the Series A Units automatically convert into common units and receive distributions in
accordance with all other common units. The rights of Navios Holdings as the holder of the Series A Units
and the provisions regarding the Series A Units are as set forth in the Second Amended and Restated
Agreement of Limited Partnership of Navios Maritime Partners L.P. dated June 29, 2009.
In accordance with the Subscription Agreement, upon issuance of the Series A Units, the parties
entered into the Amendment to Share Purchase Agreement, dated June 29, 2009, whereby Navios Holdings
relieved Navios Partners from its obligation to purchase the Capesize vessel TBN I for $130.0 million and
granted Navios Partners a 12-month option to purchase the TBN I for $125.0 million. A copy of the
Amendment to Share Purchase Agreement is filed as Exhibit 10.1 as part of this Report
and is incorporated herein by reference.
In addition, the parties identified therein executed the Amendment to Omnibus Agreement whereby
Navios Partners released, until June 29, 2011, Navios Holdings of the rights of first offer and restrictions on
the types of vessels that may be acquired as originally identified under the Omnibus Agreement, dated
November 16, 2007, that the parties identified therein previously entered into. A copy of the Amendment
to Omnibus Agreement is filed as Exhibit 10.2 as part of this Report
and is incorporated herein by reference.
On June 30, 2009,
Navios Holdings filed a Certificate of Designation, Preferences and Rights of Series A Convertible
Preferred Stock with the Registrar of Corporations of the Republic of the Marshall Islands with
respect to the designation of a new Series A Convertible Preferred Stock (the “Series A Preferred Stock”).
Navios Holdings reserved for future issuance 14,100 shares of the Series A Preferred Stock.
In general, a holder
of the Series A Preferred Stock will receive an annual dividend equal to 2%, payable
quarterly, until such time as the Series A Preferred Stock converts into common stock. The Series A Preferred
Stock will mandatorily convert into common stock as follows: (1) following the third anniversary of such
preferred stock’s issuance, if the common stock closing price is at
least $20.00 per share for 10 consecutive business days, then such outstanding preferred
stock automatically converts at a conversion price of $14.00 per share of common stock; and (2) 30% of the
then-outstanding Series A Preferred Stock will mandatorily convert into common stock five years from the
date of such issuance and any remaining then-outstanding Series A Preferred Stock will mandatorily convert
into common stock ten years from the date of such issuance, all at a $10.00 price per share of common stock.
The holder shall have the right to convert the outstanding shares of such preferred stock into common stock
prior to the scheduled maturity date at a price of $14.00 per share of common stock. A copy of the Certificate
of Designation with respect to the Series A Preferred Stock is filed as Exhibit 3.1 as part of this Report
and is incorporated herein by reference.
On June 30, 2009, Navios
Holdings issued 1,870 shares of the newly designated Series A Preferred Stock as partial payment
in connection with the acquisition of a vessel, the delivery of which is expected in August 2010.
On
June 24, 2009, Floral Marine Ltd., Nostos
Shipmanagement Corp., Pandora Marine Inc. and Red Rose Shipping Corp.(collectively, the “Borrowers”), subsidiaries of Navios Holdings,
entered into a $240.0 million term loan facility with Commerzbank AG (the “Loan Facility”). The Loan Facility is available for financing
part of the acquisition cost of four Capesize vessels to be purchased by the Borrowers. Navios Holdings
is the guarantor of the Loan Facility. To date, the amount of $60.0
million has been drawn under the Loan Facility. Amounts drawn under the Loan
Facility are payable in quarterly installments over a ten year period. The interest rate of the Loan Facility is LIBOR plus 2.25% per annum.
The Loan Facility contains covenants that, among other things, require Borrowers to provide specified financial information,
provide compliance certificates, maintain various financial covenants and comply with those covenants contained in the senior notes
indenture of Navios Holdings, as well as compliance with specified security value maintenance. The Loan Facility identifies certain
events that will constitute an event of default, including, (i) non-payment, (ii) non-compliance with certain covenants, (iii)
if there is a default, in certain circumstances, under the Navios Holdings senior notes indenture, or other indebtedness, (iv) a “change of control”
shall occur, as defined in the senior notes indenture or (v) if Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer,
beneficially owns less than 15% of the issued and outstanding common stock of Navios Holdings.
A copy of the Loan Facility is filed as Exhibit 10.3 to this Report and is incorporated herein by reference.
This information contained in this Report is hereby incorporated by reference into the Navios
Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form
S-8, File No. 333-147186.