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: April 14, 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 March 31, 2015, through certain of its wholly-owned subsidiaries, Navios Maritime Holdings Inc. (“Navios Holdings”) entered into a letter amendment (the “Amendment”) to its existing Loan Agreement with Commerzbank AG for a loan facility of (originally) up to $240.0 million. The Amendment provides for changes to certain definitions. The Amendment is attached hereto as Exhibit 10.1 to this Report and is incorporated herein by reference.
On March 27 and 30, 2015, Navios Holdings issued press releases announcing the declaration of Navios Holdings’ quarterly dividend on its Series G and Series H Preferred Stock. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99. 2 to this Report and are incorporated herein by reference. The information contained in these press releases are 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.
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: April 14, 2015 | ||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 10.1 | Fourth Supplemental Agreement relating to the Facility Agreement dated June 24, 2009 (as amended) for a term loan facility of up to $240.0 million, dated March 31, 2015, between Nostos Shipmanagement Corp., Red Rose Shipping Corp. and Commerzbank AG. | |
| 99.1 | Press release, dated March 27, 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 Depository Share on Its Series H Preferred Stock. | |
| 99.2 | Press release, dated March 30, 2015: Navios Maritime Holdings Inc. Announces Corrected Record Date for Dividends on Its Series G and Series H Preferred Stock. | |
Exhibit 10.1
| From: | Commerzbank AG |
| Domstraße 18 |
| 20095 Hamburg, Germany |
| (as Agent) |
| To: | Nostos Shipmanagement Corp. |
| Red Rose Shipping Corp. |
| Trust Company Complex |
| Ajeltake Road, Ajeltake Island |
| Majuro, Marshall Islands, MH96960 |
31 March 2015
Dear Sirs
| Re: | Loan agreement dated 24 June 2009 (as amended and supplemented by supplemental agreements dated 28 January 2011, 30 March 2012 and 27 June 2013 and as the same may be further amended, supplemented and/or varied from time to time the “Loan Agreement”) and made between (i) (originally) Nostos Shipmanagement Corp., Floral Marine Ltd., Pandora Marine Inc. and Red Rose Shipping Corp. all of the Marshall Islands as joint and several borrowers, (ii) Commerzbank AG as Lender, (iii) Commerzbank AG as Arranger, Agent and Account Bank, (iv) Commerzbank AG as Security Trustee and (v) Commerzbank AG as Swap Bank in respect of a loan facility of (originally) up to USD240,000,000 |
We refer to the Loan Agreement. Terms defined in the Loan Agreement shall have the same meanings when used in this letter.
At your request, we hereby agree that, with effect on and from the date of this Letter, the Loan Agreement shall be amended as follows:
| • | by adding in Clause 1.2 thereof at the end of the definition of “Total Assets” and “Total Liabilities” the words “and further provided that cash shall be deducted from Total Assets and Total Liabilities.” |
Save for the amendment referred to above, the Loan Agreement shall continue in full force and effect.
This letter may be executed in any number of counterparts.
This letter shall be governed by, and construed in accordance with, English law.
| Yours faithfully, |
| /s/ Robin Parry |
| Robin Parry |
| For and on behalf of |
| COMMERZBANK AG |
We hereby confirm our acceptance of and our agreement to the terms and conditions of the above letter.
Dated 31 March 2015
| /s/ Vasiliki Papaefthymiou |
| VASILIKI PAPAEFTHYMIOU |
| For and on behalf of |
| NOSTOS SHIPMANAGEMENT CORP. |
| RED ROSE SHIPPING CORP. |
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 Depository Share on Its Series H Preferred Stock
MONACO — (Marketwired) — 03/27/15 — 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 January 15, 2015 to April 14, 2015. The dividend will be paid on April 15, 2015 to holders of record as of April 5, 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 January 15, 2015 to April 14, 2015. The dividend will be paid on April 15, 2015 to holders of record as of April 5, 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 99.2
Navios Maritime Holdings Inc. Announces Corrected Record Date for Dividends on Its Series G and Series H Preferred Stock
MONACO — (Marketwired) — 03/30/15 — On March 27, 2015, Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE: NM) announced 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 January 15, 2015 to April 14, 2015 and 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 January 15, 2015 to April 14, 2015. The record date for both dividends should be April 8, 2015. The dividends will be paid on April 15, 2015 to holders of record as of April 8, 2015.
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 dry cargo 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.