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Navios Maritime Holdings Inc. Announces Increase in Consideration and Extension of Time Under Exchange Offer

Navios Maritime Holdings Inc. previously launched an exchange offer and consent solicitation (the “Exchange Offer”) to exchange cash and/or newly issued 9.75% Senior Notes due 2024 (the “Notes”) for approximately 66 2/3% of each of the outstanding American Depositary Shares, each representing 1/100th of a share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (the “Series G ADSs”) and 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (the “Series H ADSs”).

Amended Offer

The Company announced that it increased the exchange consideration to ADS holders and extended the expiration date of the Exchange Offer through 11:59 pm on Friday, February 15, 2019 (the “Expiration Date”).

The amended terms of the Exchange Offer provide as follows:

Series G ADSs
For shares of Series G ADS surrendered, the Company is offering:
$7.25 in cash and/or
$8.28 principal amount of the Notes

The revised consideration represents an increase of (1) $2.42 per share in cash and (2) $2.76 per share in Notes.

The revised consideration also represents a premium of (1) 110% per share in cash and (2) 140% per share in Notes to the unaffected share price at the launch of the exchange offer

Series H ADSs
For shares of Series H ADS surrendered, the Company is offering:
$7.16 in cash and/or
$8.19 principal amount of the Notes

The revised consideration represents an increase of (1) $2.39 per share in cash and (2) $2.73 per share in Notes.

The revised consideration also represents a premium of (1) 110% per share in cash and (2) 140% per share in Notes to the unaffected share price at the launch of the exchange offer
Extension and Other Considerations

Holders may elect to tender any portion of their Series G ADSs or Series H ADSs for cash and any portion for Notes, provided that no more than 50% of the Series G ADSs, as a class, tendered will receive cash, and no more than 50% of the Series H ADSs, as a class, tendered will receive cash. Any holders of Series G ADSs or Series H ADSs tendered in excess of this limitation will be deemed to have elected to receive Notes instead on a pro rata basis.

No more than $7.8 million of Notes will be issued as consideration for Series G ADSs and no more than $7.8 million of Notes will be issued as consideration for Series H ADSs and any Series G ADSs or Series H ADSs tendered in excess of this limitation will be deemed to have made a cash election instead.

If all conditions to the Exchange Offer are satisfied or waived, the Company will acquire up to 946,100 tendered Series G ADSs (approximately 66 2/3%) and up to 1,907,600 Series H ADSs (approximately 66 2/3%). If either or both Series G ADSs and Series H ADSs are validly tendered and not properly withdrawn in excess of the number of Series G ADSs or Series H ADSs set forth above that the Company is seeking in the Exchange Offer, they will be subject to the tender acceptance proration procedures described in the Prospectus (as defined below). Fractional interest in the Notes will not be issued for Series G ADSs or Series H ADSs. Instead, any holder who would otherwise receive a fractional interest in the Notes will have its distribution of Notes rounded down to the nearest $25.00 denomination and will receive a cash payment equal to the principal amount of the fractional interest. If you have already tendered your ADSs in the Exchange Offer you do not need to take further action to receive the increased consideration.

As of 5:00 p.m.New York City time on February 1, 2019, 420,206 Series G ADSs and 665,475 Series H ADSs had been validly tendered for exchange for cash and/or Notes in the Exchange Offer and were not validly withdrawn. Holders who wish to tender their Series G ADSs and Series H ADSs must deliver, or cause to be delivered, their ADSs and other required documents to the exchange agent before the Expiration Date.
Source: Navios Maritime Holdings

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