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:
October 27, 2010
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)(l):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
On November 8, 2010, in connection with the expected acquisition of two newbuild vessels, Navios Maritime Holdings Inc.
(Navios Holdings) filed a Certificate of Designations, Preferences and Rights of Navios Holdings
(the Certificate of Designation) with the Registrar of Corporations in the Republic of the Marshall
Islands designating a series of preferred stock as the Series E Convertible Preferred Stock (Preferred Stock).
It is expected that on or about November 17, 2010 and November 29, 2010, upon execution of the applicable subscription
agreements, the 1,960 shares of designated Preferred Stock will be issued. The Preferred Stock contains a 2% per annum
dividend payable quarterly, accruing from the date of issuance. Accrued but unpaid dividends may be paid upon conversion in
accordance with the mandatory conversion terms of the Preferred Stock. The Preferred Stock, plus any accrued but unpaid
dividends, will mandatorily convert into shares of common stock as follows: 30% of the outstanding amount will convert on
August 19, 2015 and the remaining outstanding amounts will convert on August 19, 2020 at a price per share of common stock
of not less than $10.00. The holder of the Preferred Stock shall have the right to convert the shares of Preferred Stock
into common stock prior to the scheduled maturity dates at a price of $14.00 per share of common stock. The Preferred
Stock does not have any voting rights. The Certificate of Designation, as filed, is attached hereto as Exhibit 1.1 to
this Report and is incorporated herein by reference.
In February 2009 (amended and restated in May 2009), Navios Holdings entered into a loan facility of up to
$120.0 million with Dekabank Deutsche Girozentrale to finance the acquisition of two Capesize vessels.
The loan is repayable upon delivery of the Capesize vessels in 20 semi-annual installments and bears an interest
rate based on a margin of 190 bps. The loan facility requires compliance with the covenants contained in the senior
notes of Navios Holdings. The loan also requires compliance with certain financial covenants. As of December 31, 2009,
the full amount was drawn. As of September 30, 2010, $91.0 million was outstanding under this facility. Following the
sale of the Navios Pollux to Navios Maritime Partners L.P. in May 2010, an amount of $39.0 million was kept in a pledged
account pending the delivery of a substitute vessel as collateral to this loan facility. The substitute vessel, Navios
Buena Ventura, was delivered to Navios Holdings, and upon delivery was mortgaged to Dekabank. In connection with the
Navios Buena Ventura becoming collateral to the loan facility, Navios Holdings and Dekabank entered into an Amended and
Restated Loan Agreement, dated October 27, 2010. The Amended and Restated Loan Agreement is attached hereto as Exhibit
10.1 to this Report and is incorporated herein by reference.
This
information contained in this Report is hereby incorporated by
reference into the Companys Registration Statements on Form
F-3, File Nos. 333-136936, 333-129382 and 333-165754 and on Form
S-8, File No. 333-147186.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Angeliki Frangou
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Angeliki Frangou |
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Chief Executive Officer
Date: November 15, 2010 |
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