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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: DECEMBER 21, 2005 Commission File No. 000-51047 NAVIOS MARITIME HOLDINGS INC. 67 NOTARA STREET, PIRAEUS, GREECE 185 35 ---------------------------------------- (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 X Form 40-F --- ----- 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 No X --- --- NAVIOS MARITIME HOLDINGS INC. FORM 6-K TABLE OF CONTENTS Page ---- Enter Into a Material Definitive Agreement 1 Issuance of Unregistered Securities 1 Signatures 2 Exhibit Index 3 ENTER INTO A MATERIAL DEFINITIVE AGREEMENT On December 21, 2005, Navios entered into a senior secured credit facility dated December 21, 2005, with HSH Nordbank AG. The facility refinances Navios's current senior secured credit facility dated July 12, 2005 with HSH Nordbank AG. Pursuant to the terms of the new facility, Navios will be able to borrow up to $649.0 million. Of this amount $435.0 million refinanced the balance of the facility dated July 12, 2005 and $214,000,000 million are to finance the acquisition of six vessels through the exercise of purchase options, as well as the acquisition of four additional vessels from a company affiliated with Angeliki Frangou and the Frangou family. Angeliki Frangou is Navios's Chief Executive Officer and Chairman. On December 22, 2005, Navios issued a press release announcing the execution of the revised senior secured credit facility with HSH Nordbank AG. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. Some of the material amendments of the new facility, as opposed to the facility it refinanced, are (i) a reduced interest cost, with the average spread over LIBOR for the refinanced facility reduced to 1.92% from 2.15%, and the interest spread over LIBOR for the vessel financing tranches is 1.50%; (ii) an aggregate of $96.2 million of principal payments are deferred during the period 2006 through 2010 as compared to the old facility, where, of this deferral, approximately 80% would originally have been due in 2006 and 2007; (iii) an average term of 8.6 years in the new facility as compared to the old facility which had an average term of 5.6 years; and (iv) the annual amortization for the portion of the new facility secured by the vessels is based on a repayment profile of 15.2 years (which compares favorably against the old facility under which 83% of the amount outstanding would be repaid over the first five years of the loan). The interest rate under the new facility, depending upon the tranche being borrowed, is LIBOR or applicable interest rate swap rate, plus the costs of complying with any applicable regulatory requirements and a margin ranging from 1.5% to 2.75% per annum. The amounts under the facility will be secured by the assets of Navios. Of the $649.0 million, (i) $125.0 million matures December 31, 2015 and is to be repaid in quarterly amounts during such term, (ii) $310.0 million matures December 31, 2012 and is to be repaid in quarterly amounts during such term, and (iii) $214.0 million matures on December 31, 2015 and is to be repaid commencing on March 31, 2006 and is repaid in quarterly amounts during such term. Outstanding amounts under the facility may be prepaid without penalty in multiples of $1.0 million upon 10 days' written notice. The facility requires mandatory prepayment of amounts outstanding under the facility in the event of sale or loss of the assets of Navios including the sale of a vessel in the ordinary course of business. The credit facility contains a number of covenants, including covenants limiting the power to, subject to specified exceptions, the payment of dividends and redemptions, mergers, acquisitions and joint ventures, the incurrence of indebtedness and liens, and transactions with affiliates. The credit facility also requires compliance with a number of financial covenants and ratios including tangible net worth, debt coverage ratios, minimum liquidity and limitations on capital expenditures. It is an event of default under the credit facility, among other events, if such covenants are not complied with or if Angeliki Frangou beneficially owns less than 20% of the issued stock or does not remain actively involved in Navios's business. ISSUANCE OF UNREGISTERED SECURITIES On December 22, 2005, Navios issued a press release announcing it had purchased four Panamax dry-bulk carriers from Maritime Enterprises Management S.A., a company affiliated with the Frangou family. Two of the vessels were delivered on December 22, 2005 and a third vessel was delivered on December 27, 2005, while the fourth vessel will be delivered in January 2006. The purchase price for these four vessels was $125.5 million. The purchase price was funded with (i) $13.0 million of cash on Navios's balance sheet; (ii) $80.3 million through a drawdown on the new secured facility discussed above, and (iii) $32.2 million funded by the issuance of approximately 5.5 million shares of Navios valued at $5.85 per share. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. 1 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: December 29, 2005 2 EXHIBIT INDEX EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release dated December 22, 2005 3
FINAL DRAFT--FOR RELEASE - ------------------------ PUBLIC & INVESTOR RELATIONS CONTACT: Navios Maritime Holdings Inc. Investor Relations 212-279-8820 investors@navios.com NAVIOS MARITIME HOLDINGS INC. ANNOUNCES NEW $649 MILLION GLOBAL LOAN FACILITY WITH HSH NORDBANK NEW FACILITY REDUCES AVERAGE INTEREST RATE AND AMORTIZATION OF LOAN; EXTENDS AVERAGE TERM; PROVIDES FAVORABLE LOAN COVENANTS COMPANY ALSO ANNOUNCES ACCRETIVE ACQUISITION OF FOUR PANAMAX VESSELS FOR $125.5 MILLION PIRAEUS, GREECE -- (December 22, 2005) - Navios Maritime Holdings Inc ("Navios") (NASDAQ NMS: BULK, BULKU, BULKW), a leading, vertically integrated global shipping company specializing in the dry-bulk shipping industry, today announced that it has entered into a new Global Loan Facility (the "New Facility") with HSH Nordbank for $649 million. The New Facility provides financing for six vessels being acquired through the exercise of purchase options as well as the acquisition of four other vessels as announced today and discussed below. The New Facility also refinances the existing loan facility with HSH Nordbank. Ms Angeliki Frangou, the Chairman and CEO of Navios commented, "The New Facility with HSH Nordbank allows us flexibility to pursue our long-term growth strategy. The reduced amortization and lower average interest rate will free up financial resources to permit Navios to take advantage of accretive opportunities." The New Facility has several significant benefits to Navios, including: o Reduced interest cost: The average spread over LIBOR for the New Facility has been reduced to 1.92% from 2.15%, and the interest spread for the vessel financing tranches is 1.50%. o Reduced amortization: An aggregate of $96.2 million of principal payments under the New Facility would be deferred during the period 2006 through 2010 as compared to the old facility. Of this deferral, approximately 80% would originally have been due in 2006 and 2007. o Increased term:. The New Facility has an average term of 8.6 years as compared to the old facility which had an average term of 5.6 years. o Extended repayment profile: The annual amortization for the portion of the New Facility secured by the vessels is based on a repayment profile of 15.2 years. This compares favorably against the old facility under which 83% of the amount outstanding was repaid over the first five years of the loan. 1 Ms Frangou continued, "The New Facility provides Navios with a strong capital base and enhances the flexibility of Navios's balance sheet. The New Facility underscores the strength of Navios's commercial alliance with HSH Nordbank." PURCHASE OF VESSELS Navios today also announced that it had purchased four Panamax dry-bulk carriers from Maritime Enterprises Management S.A, a company affiliated with the Frangou family. Three of these vessels are being delivered to the Navios Fleet before the end of 2005 while the fourth vessel will be delivered in January 2006. The specification for each vessel, and the charter rate for such vessel's time charter employment, are as follows: - -------------------------------------------------------------------------------------------------------- VESSEL DWT CLASS YARD YEAR CHARTER RATE ESTIMATED BUILT REDELIVERY DATE - -------------------------------------------------------------------------------------------------------- Alegria 74,466 Panamax Tsuneishi, 2004 $25,000 October 2006 Japan - -------------------------------------------------------------------------------------------------------- Libra II 70,135 Panamax Daewoo, Korea 1995 $25,500 March 2006 - -------------------------------------------------------------------------------------------------------- Gemini S 68,636 Panamax Sasebo, Japan 1994 $20,000 August 2006 - -------------------------------------------------------------------------------------------------------- Felicity 73,867 Panamax Sumitomo, 1997 $9,625 June 2007 Japan - -------------------------------------------------------------------------------------------------------- The purchase price for these four vessels was $125.5 million. The purchase price was funded as follows: o $13.0 million was funded from cash on Navios's balance sheet o $80.3 million was funded through a drawdown on the new Global Loan Facility o $32.2 million was funded by the issuance of approximately 5.5 million shares of Navios valued at $5.85 per share, subject to a one-year lock up value Mr. Michael McClure, Navios's Chief Financial Officer stated, "This transaction provided us with a number of critical benefits. First, it assisted in obtaining the global loan facility on favorable terms by providing a larger physical asset base against which the bank could lend. In addition, as some of the purchase price was paid in the form of Navios shares, the acquisition provided additional equity on the balance sheet. Perhaps most importantly, the acquisition is expected to be accretive to Navios's financial performance as measured by both cash flow and net income." Ms. Angeliki Frangou stated, "The acquisition will allow Navios to employ familiar vessels of a type and age that are consistent with Navios's fleet profile. Maritime's willingness to accept Navios stock as part of the purchase price for the vessels reflects its faith in the dry bulk industry generally and Navios specifically. Maritime's belief is particularly demonstrated by its acceptance of unregistered shares, subject to a one-year lock-up, at an approximately 19.9 % premium to Navios's closing price on December 21, 2005." 2 In light of the nature of the transaction, the Company's disinterested directors approved the acquisition and received independent valuations of the vessels from several ship brokers and a fairness opinion from an investment banking firm. FLEET UPDATE As previously announced, Navios has also exercised purchase options for six of the vessels it has been operating under long term time charters. Of these six vessels, Navios has already taken delivery of one, a second is being delivered this week and the remaining four will be delivered during the first four months of 2006. Following the acquisition of the four panamaxes and delivery of the six vessels through the option exercises, Navios's fleet will consist of 33 vessels, of which 16 will be owned and the remaining 17 will be on long term charters at rates substantially below the current spot rate. Of the 17 vessels on long term charters, nine are currently in operation, eight will be delivered within the next three years and nine have purchase options. Based on these acquisitions, the Company anticipates that its fixed employment coverage for 2006 will be approximately 62%. The expected time charter equivalent rate of the vessels with fixed employment will average approximately $18,000 net per day. ABOUT NAVIOS MARITIME HOLDINGS INC. Navios Maritime Holdings, Inc. is one of the leading global brands in seaborne dry bulk shipping and is a trusted partner for industrial end users, shipowners, financial business partners, agents and brokers. Navios is committed to providing best-in-class service to both customers and business partners. Navios maintains offices in Piraeus, Greece; South Norwalk, Connecticut; and Montevideo, Uruguay. Navios's stock is listed on the NASDAQ where it trades under the symbols "BULK," "BULKU," and "BULKW." Risks and uncertainties are described in reports filed by Navios Maritime Holdings Inc. with the United States Securities and Exchange Commission. 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). Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Navios's 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 does not assume any obligation to update the information contained in this press release. - - END - 3