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United States securities and exchange commission logo
September 22, 2022
Todd E. Mason
Partner
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, NY 10017
Re: Navios Maritime
Holdings Inc.
Schedule TO-I filed
September 14, 2022
File No. 005-80980
Dear Mr. Mason:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed September 14, 2022
General
1. Please provide an
analysis supporting the apparent conclusion that Rule 13e-3 is
inapplicable to the
Offer. In this regard we note, among other disclosure, multiple
references in the Offer
to Purchase to the possibility of the ADSs being delisted.
2. Rule 13e-4(f)(3) states
that when an issuer "makes a tender offer for less than all of the
outstanding securities
of a class," then the securities tendered must be purchased on a pro
rata basis according to
the number of securities tendered by each holder. The offer
appears to be
impermissibly structured using a single proration pool for both Series G
ADSs and Series H ADSs.
Please restructure as two separate offers, or advise.
3. Please attach as an
exhibit any letter of transmittal that is being used in connection with
the Offer. If the only
such letter being used is that which is included in Exhibit (a)(1)(C),
please confirm.
4. We note that you have
incorporated by reference the issuer's financial statements included
Todd E. Mason
FirstName
Thompson LastNameTodd E. Mason
Hine LLP
Comapany 22,
September NameThompson
2022 Hine LLP
September
Page 2 22, 2022 Page 2
FirstName LastName
in its periodic reports as permitted by Instruction 3 to Item 10 of
Schedule TO. However,
you must provide at least the summary financial statements required by
Item 1010(c) of
Regulation M-A in the disclosure document disseminated to target
security holders. See
Instruction 6 to Item 10 of Schedule TO and the Third Supplement to
the Division of
Corporation Finance's Manual of Publicly Telephone Interpretations
(July 2001)
at Section I.H.7.
5. A tender offer subject to Rule 13e-4 must be available to all subject
security holders. This
offer appears to be made only to holders of ADSs of Series G Preferred
and Series H
Preferred. Please revise to clarify that holders of the underlying
classes of preferred
shares may participate, or advise.
Offer to Purchase
Summary Term Sheet, page 3
6. Please delete or clarify the reference to "earlier terminated" on page
4 to avoid
any impression that (i) a valid offer could last fewer than 20
business days or (ii) that the
offer could be terminated other than in connection with the
non-satisfaction of an offer
condition. Relatedly, clarify the wording at the bottom of page 12 to
avoid the latter
impression.
Risks Associated with the Offer, page 12
7. We note the following disclosure on page 12: "Even if the Offer is
consummated, it may
not be consummated on the schedule described herein. Accordingly,
holders of Series G
ADSs and Series H ADSs participating in the Offer may have to wait
longer than expected
to receive their cash, during which time such holder will not be able
to effect transfers or
sales of their Series G ADSs and Series H ADSs that were tendered in
the Offer." Other
statements in the Offer to Purchase also appear to call into question
the ability of the
Company to meet the prompt payment requirement of Rule 14e-1(c),
notwithstanding
references acknowledging the applicability of such provision in the
Offer to Purchase.
Please therefore supplementally provide a legal analysis regarding the
Company's ability
to comply with Rule 14e-1(c). In addition, revise the quoted language
to avoid implying
that payment for tendered securities will not be made promptly after
expiration, as
required by that Rule.
Market Price and Dividend Information, page 28
8. At the bottom of page 28, please change the reference from "Series H
Preferred" to
"Series H ADSs."
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Todd E. Mason
Thompson Hine LLP
September 22, 2022
Page 3
Please direct any questions to David Plattner at 202-551-8094.
FirstName LastNameTodd E. Mason Sincerely,
Comapany NameThompson Hine LLP
Division of
Corporation Finance
September 22, 2022 Page 3 Office of Mergers
and Acquisitions
FirstName LastName