6-K
 
 
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 9, 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 9, 2009, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing the execution of an agreement with Navios Maritime Partners L.P. (“Navios Partners”) whereby Navios Holdings agreed to sell the rights to the Navios Sagittarius, a 2006 Japanese-built Panamax vessel, for a cash purchase price of $34.6 million. The closing of the sale is expected to occur within a few days.
     In addition, the press release also announced that Navios Holdings has relieved Navios Partners from its obligation to purchase the Capesize vessel TBN I for $130.0 million and will grant Navios Partners a 12-month option to purchase the TBN I for $125.0 million. In consideration for such actions, upon delivery of the TBN I to Navios Holdings, which is anticipated to be at the end of June 2009, Navios Holdings will receive from Navios Partners 1.0 million of a new series of subordinated units of Navios Partners. The new series of subordinated units will not be eligible to receive the cash distributions from Navios Partners until the third anniversary of the issuance of such units, at which time such units will automatically convert into common units and receive distributions in accordance with all other common units. In addition, Navios Holdings will be released, for a two year period, from its restrictions under the Omnibus Agreement that the parties previously entered into.
     A copy of the press release is furnished as Exhibit 99.1 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.

 


 

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.
         
  NAVIOS MARITIME HOLDINGS INC.
 
   
   By:   /s/ Angeliki Frangou  
  Angeliki Frangou   
Chief Executive Officer
Date: June 10, 2009   
 

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Exhibit
99.1
  Press Release dated June 9, 2009.

 

EX-99.1
Exhibit 99.1
NAVIOS MARITIME HOLDINGS INC.
Announces Agreements with Navios Maritime Partners L.P. to
    Sell All of its Rights to the “Navios Sagittarius” for $34.6 million
    Receive 1.0 Million Subordinated Units for Replacing the Purchase Obligation for the Capesize TBN I with a 12-Month Option
PIRAEUS, GREECE — June 9, 2009 - Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, announced today that it has agreed to sell all of its rights to the Navios Sagittarius, a 2006 Japanese-built Panamax vessel with a capacity of 75,756 dwt to Navios Maritime Partners L.P. (“Navios Partners”) for $34.6 million in cash. Navios Holdings has also agreed to grant a 12-month option to Navios Partners to purchase the Capesize TBN I for $125.0 million in place of Navios Partners’ prior purchase obligation.
Angeliki Frangou, Chairman and CEO of Navios Holdings commented “The agreement provides a commercially sensible resolution to Navios Partners’ outstanding purchase obligation and demonstrates Navios Holdings’ continued support of Navios Partners. Navios Holdings will benefit from continued ownership of the TBN I as the Capesize vessel is chartered-out for 5 years and is expected to generate about $15.3 million of EBITDA annually.”
TBN I
Navios Holdings committed to purchase the Capesize TBN I for $120.0 million in 2007. Navios Holdings has already paid $38.0 million and will finance the $82.0 million balance through a $60.0 million loan and $22.0 million of cash on its balance sheet. The material terms of the loan have been preliminarily agreed with a major commercial bank and are expected to include (1) $60.0 million principal amount, (2) 10-year term, (3) favorable amortization, and (4) covenants in line with Navios Holdings’ existing loan agreements.
The TBN I is subject to a 5-year time charter for $47,400 (net) daily rate with a quality counter party. This charter has been insured by an AA+ rated European Union governmental agency and is expected to generate approximately $15.3 million of EBITDA annually.
TBN I: Receipt of 1.0 Million Subordinated Units 12-Month Option Agreement
Navios Holdings has relieved Navios Partners from its obligation to purchase the Capesize TBN I for $130.0 million and, upon delivery of the TBN I to Navios Holdings, will grant Navios Partners a 12-month option to purchase the vessel for $125.0 million. In return, Navios Holdings will receive 1.0 million of subordinated units; these units will not be eligible to receive distributions until the third anniversary of their issuance, at which point they will automatically convert into common units and receive distributions in accordance with all other common units. In addition, Navios Holdings will be released from the Omnibus Agreement restrictions for two years in connection with acquiring vessels from third parties (but not from the required offer to sell to Navios Partners qualifying vessels in Navios Holdings’ existing fleet).
Cash Flow: Long Term and Insured
Following the above transactions Navios Holdings continues to have a stable base of revenue and cash flow. Navios Holdings’ charter-out contracts have been fully insured by an AA+ rated European Union governmental agency. The table below sets forth the details for 2009 through 2012.

 


 

                         
    Available Days   Contracted   Average Daily
Year   Fixed   Revenue   Charter-out Rate
2009
    98.0 %   $ 250.2     $ 25,729  
2010
    77.5 %   $ 288.2     $ 31,415  
2011
    54.0 %   $ 241.1     $ 36,044  
2012
    47.6 %   $ 225.2     $ 37,117  
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms of the Omnibus Agreement, as amended.
For more information about Navios Holdings please visit our website: www.navios.com.
Safe Harbor
This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Navios Maritime Holdings Inc. (Navios Holdings). Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Navios Holdings’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The information set forth herein should be read in light of such risks. Navios Holdings does not assume any obligation to update the information contained in this press release.
Forward-Looking Statements — Safe Harbor
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Holdings’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenues and time charters. Although Navios Holdings believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which Navios Holdings operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Holdings’ filings with the Securities and Exchange Commission. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Public & Investor Relations Contact:
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com