UNITED STATES
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: November 18, 2015
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
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 ¨ No x
On September 22, 2015, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing the declaration of Navios Holdings’ quarterly dividend for the third quarter 2015 on its Series G and Series H Preferred Stock. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. The information contained in this press release is hereby incorporated by reference into the Navios Holdings Registration Statements on Form F-3, File No. 333-189231 and on Forms S-8, File No. 333-202141 and File No. 333-147186.
On June 23, 2015, Navios Holdings issued a press release announcing the declaration of Navios Holdings’ quarterly dividend for the second quarter 2015 on its Series G and Series H Preferred Stock. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference. The information contained in this press release is hereby incorporated by reference into the Navios Holdings Registration Statements on Form F-3, File No. 333-189231 and on Forms S-8, File No. 333-202141 and File No. 333-147186.
On June 10, 2015, Navios Holdings, Navios Maritime Acquisition Corporation and Navios Maritime Partners L.P. issued a press release announcing the formation of Navios Europe (II) Inc. and closing of a transaction for the acquisition of 14 vessels from debtors of HSH Nordbank AG. A copy of the press release is furnished as Exhibit 99.3 to this Report and is incorporated herein by reference.
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: November 18, 2015 | ||
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 99.1 | Press release, dated September 22, 2015: Navios Maritime Holdings Inc. Declares Quarterly Dividend of $0.546875 per American Depositary Share on Its Series G Preferred Stock; Quarterly Dividend of $0.5390625 per American Depositary Shares on Its Series H Preferred Stock | |
| 99.2 | Press release, dated June 23, 2015: Navios Maritime Holdings Inc. Declares Quarterly Dividend of $0.546875 per American Depositary Share on Its Series G Preferred Stock; Quarterly Dividend of $0.5390625 per American Depositary Shares on Its Series H Preferred Stock | |
| 99.3 | Press release, dated June 10, 2015: Navios Group Closes Second Transaction with HSH Nordbank AG | |
Exhibit 99.1
Navios Maritime Holdings Inc. Declares
Quarterly Dividend of $0.546875 per American Depositary Share on Its Series G Preferred Stock;
Quarterly Dividend of $0.5390625 per American Depositary Share on Its Series H Preferred Stock
MONACO — 09/22/15 — Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE: NM) announced today that the Company has declared quarterly dividend on its Series G and Series H Preferred Stock.
Quarterly Dividend on Series G Preferred Stock
The Company has declared a cash dividend of $0.546875 per American Depositary Share on its 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, for the period from July 15, 2015 to October 14, 2015. The dividend will be paid on October 15, 2015 to holders of record as of October 7, 2015. The American Depositary Shares are listed on the New York Stock Exchange under the symbol “NMPrG.”
Quarterly Dividend on Series H Preferred Stock
Navios Holdings has also declared a cash dividend of $0.5390625 per American Depositary Share on its 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, for the period from July 15, 2015 to October 14, 2015. The dividend will be paid on October 15, 2015 to holders of record as of October 7, 2015. The American Depositary Shares are listed on the New York Stock Exchange under the symbol “NMPrH.”
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE: NM) 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. For more information about Navios Holdings please visit our website: www.navios.com.
Forward-Looking Statements
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 expectations and Navios Holdings’ growth strategy and measures to implement such strategy. 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 at the time made, 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 charter demand and/or charter rates; production or the demand for the types of dry bulk products that are transported by Navios Holdings’ vessels, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, increases in costs and expenses, including but not limited to changes in crew salaries, insurances, provisions, repairs, maintenance, overhead expenses, general and administrative expenses and changes in interest costs, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competition 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.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com
Exhibit 99.2
Navios Maritime Holdings Inc. Declares
Quarterly Dividend of $0.546875 per American Depositary Share on Its Series G Preferred Stock;
Quarterly Dividend of $0.5390625 per American Depository Share on Its Series H Preferred Stock
MONACO — (Marketwired) — 06/23/15 — Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE: NM) announced today that the Company has declared quarterly dividend on its Series G and Series H Preferred Stock.
Quarterly Dividend on Series G Preferred Stock
The Company has declared a cash dividend of $0.546875 per American Depository Share on its 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, for the period from April 15, 2015 to July 14, 2015. The dividend will be paid on July 15, 2015 to holders of record as of July 8, 2015. The American Depositary Shares are listed on the New York Stock Exchange under the symbol “NMPrG.”
Quarterly Dividend on Series H Preferred Stock
Navios Holdings has also declared a cash dividend of $0.5390625 per American Depository Share on its 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, for the period from April 15, 2015 to July 14, 2015. The dividend will be paid on July 15, 2015 to holders of record as of July 8, 2015. The American Depositary Shares are listed on the New York Stock Exchange under the symbol “NMPrH.”
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE: NM) 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. For more information about Navios Holdings please visit our website: www.navios.com.
Forward-Looking Statements
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 expectations 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 at the time made, 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 charter demand and/or charter rates; production or the demand for the types of drybulk products that are transported by Navios Holdings’ vessels; operating costs, including but not limited to changes in crew salaries, insurances, provisions, repairs, maintenance, overhead expenses, and changes in interest costs; competition 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.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com
Source: Navios Maritime Holdings Inc.
Exhibit 99.3
Navios Group Closes Second Transaction with HSH Nordbank AG
| • | Acquired 14 vessels with fair market value of $225.0 million |
| • | $14.0 million Navios equity investment |
| • | Attractive annual preferred return |
| • | Priority return of investment |
| • | Formation of Navios Europe (II) Inc. |
MONACO — (Marketwired) — 06/10/15 – Navios Maritime Holdings Inc. (NYSE: NM), Navios Maritime Acquisition Corporation (NYSE: NNA) and Navios Maritime Partners L.P. (NYSE: NMM) (together “Navios”) announced today the formation of Navios Europe (II) Inc. and closing of the transaction for the acquisition of 14 vessels from debtors of HSH Nordbank AG (“HSH”).
The 14 vessels include seven dry bulkers and seven container vessels with an average age of approximately four years and a current fair market value of approximately $225.0 million. Two of the vessels have been delivered, one is expected to be delivered within this week and 10 vessels are expected to be delivered by the end of July. The remaining vessel is expected to be delivered by mid-November.
Angeliki Frangou, Chairman and Chief Executive Officer, stated, “We are pleased to announce a second transaction with HSH where we are acquiring vessels at historically low values and with favorable economics that are better than the first transaction.”
Fleet Purchase Price
The purchase price consists of (1) $145.3 million in cash and (2) the assumption of $182.5 million Subordinated HSH Participating Loan (“HSH Junior Loan”). The cash payment is funded as follows:
| • | $135.0 million senior bank debt provided by Deutsche Bank AG and ABN AMRO Bank N.V (“Senior Debt”) |
| • | $14.0 million investment from Navios |
Principal and interest on the HSH Junior Loan will only be repaid from net cash flow and net sale proceeds from the sale of vessels in accordance with the distribution waterfall.
There are no holding company guarantees from any of the Navios public entities for Senior Debt and HSH Junior Loan.
Navios will provide additional working capital (“Navios Working Capital Loans”) to Navios Europe (II) Inc. on a priority basis. The Navios Working Capital Loans will accrue preferred interest and will be repaid out of Navios Europe (II) Inc. cash balances and proceeds of vessel sales.
The material terms of the transaction were generally in accordance with the letter of intent signed with HSH in April 2015.
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Distributions
Comparable to the first transaction, Navios Europe (II) Inc. will receive an annual preferred return on its $14.0 million investment and a priority return of this investment upon the sale of vessels. Thereafter, cash flow from operations or sales will be shared between Navios Europe (II) Inc. and HSH until the amounts outstanding on the HSH Junior Loan have been repaid. Once the HSH Junior Loan has been satisfied, Navios Europe (II) Inc. will receive 100% of any excess proceeds.
Navios Europe (II) Inc. reserves the right to sell vessels after year six to recover principal investments and any accumulated returns.
Fleet Exhibit
| Containers | ||||||
| Name |
TEU | Type of Vessel | Built | |||
| TBN 1 |
3,421 | Panamax | 2014 | |||
| TBN 2 |
3,398 | Panamax | 2007 | |||
| TBN 3 |
2,790 | Sub Panamax | 2012 | |||
| TBN 4 |
2,790 | Sub Panamax | 2012 | |||
| TBN 5 |
2,546 | Sub Panamax | 2009 | |||
| TBN 6 |
1,740 | Handymax | 2010 | |||
| TBN 7 |
1,740 | Handymax | 2010 | |||
| Bulkers | ||||||
| Name |
DWT | Type of Vessel | Built | |||
| TBN 8 |
93,099 | Post Panamax | 2011 | |||
| TBN 9 |
93,062 | Post Panamax | 2010 | |||
| TBN 10 |
79,642 | Kamsarmax | 2011 | |||
| TBN 11 |
79,642 | Kamsarmax | 2011 | |||
| TBN 12 |
79,642 | Kamsarmax | 2011 | |||
| TBN 13 |
57,000 | Supramax | 2011 | |||
| TBN 14 |
57,000 | Supramax | 2011 | |||
About Navios Europe (II) Inc.
Navios Europe (II) Inc. is an owner and operator of container and dry bulk vessels. Navios Europe II is owned 47.5% by Navios Maritime Holdings Inc. (NYSE: NM) (“Navios Holdings”), 47.5% by Navios Maritime Acquisition Corporation (NYSE: NNA) (“Navios Acquisition”) and 5% by Navios Maritime Partners L.P. (NYSE: NMM) (“Navios Partners”).
Contact:
Navios Europe (II) Inc.
www.navios-europe2.com
investors@navios.com
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