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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Navios Maritime Holdings Inc.

(Name of the Issuer)

Navios Maritime Holdings Inc.

N Logistics Holdings Corporation

Navigation Merger Sub Inc.

N Shipmanagement Acquisition Corp.

Angeliki Frangou

(Names of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Y62197119

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

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INTRODUCTION

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the SEC pursuant to Section 13(e) of the Exchange Act jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Navios Maritime Holdings Inc., a corporation organized under the laws of the Republic of the Marshall Islands corporation (the “Company”), the issuer of common stock, par value $0.0001 per share (the “Company Common Stock”), (b) N Logistics Holdings Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (“NLHC”) and controlled by Ms. Angeliki Frangou, (c) Navigation Merger Sub Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of NLHC (“Merger Sub”), (d) N Shipmanagement Acquisition Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“NSC”) and controlled by Ms. Angeliki Frangou, and (e) Ms. Angeliki Frangou.

On September 13, 2023, the Board of Directors of the Company (the “Company Board”) received a non-binding Proposal Letter (the “Proposal Letter”) from NSC to acquire the outstanding shares of Company Common Stock not held by NSC and its affiliates (the “Potential Transaction”) and indicating that NSC would not proceed with the Potential Transaction unless approved by a special committee of independent and disinterested directors of the Company.

After receiving the Proposal Letter, the Company Board formed a special committee (the “Special Committee”) consisting solely of independent and disinterested directors of the Company to evaluate and negotiate the Potential Transaction.

On October 22, 2023, acting on the unanimous recommendation of the Special Committee, the Company Board approved, by unanimous vote of the directors not affiliated with NLHC or its affiliates, and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, NLHC, Merger Sub and, for limited purposes, NSC. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the merger and a subsidiary of NLHC (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by (i) the Company or any of its subsidiaries or (ii) NLHC or Merger Sub) will be automatically converted into the right to receive the merger consideration of  $2.28 per share of Company Common Stock in cash (the “Per Share Merger Consideration”), without interest and less any required withholding taxes.

The Company’s outstanding shares of (i) 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (and the related American Depositary Shares), (ii) 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (and the related American Depositary Shares), and (iii) Series I Non-Economic Preferred Stock (the “Series I Preferred Stock”) will be unaffected by the Merger and remain outstanding as identical securities of the Surviving Corporation.

The Merger Agreement and the terms of the transactions contemplated thereby, including the Merger, were negotiated on behalf of the Company by the Special Committee, with the assistance of the Special Committee’s financial advisor and legal advisor. The Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and the holders of Company Common Stock (other than NLHC and its affiliates); (ii) approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) recommended to the Company Board that it approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; and (iv) recommended, subject to the Company Board approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and submitting the Merger Agreement to the stockholders, that the stockholders approve the adoption of the Merger Agreement and the Merger. The Company Board, acting upon the unanimous recommendation of the Special Committee, by unanimous vote of the directors not affiliated with NLHC or its affiliates, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to the stockholders for approval at the Company Stockholders’ Meeting (as defined below) and recommended that the stockholders approve and adopt the Merger Agreement and approve the Merger.

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The Company will hold a special meeting of its stockholders (the “Company Stockholders’ Meeting”) to vote on the Merger Agreement and the Merger. In order for the Merger to be completed, the Merger Agreement and the transactions contemplated thereby, including the Merger, must be authorized and approved by the affirmative vote of the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, voting together as a single class.

Under the terms of the Merger Agreement, unless the Special Committee withdraws its recommendation in favor of the Merger, NSC, the holder of all of the issued and outstanding shares of Series I Preferred Stock, is required to vote all of the shares of Series I Preferred Stock in favor of the Merger and the Merger Agreement at the Company Stockholders’ Meeting. Since the votes entitled to be cast by NSC in respect of the shares of Series I Preferred Stock represent a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, the voting by NSC of the shares of Series I Preferred Stock in favor of the approval and authorization of the Merger Agreement will provide sufficient votes to assure that the Merger Agreement will be approved.

The Company is making available to its stockholders a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the Company Stockholders’ Meeting. A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.

ITEM 1 SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 2 SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(d) Dividends.

The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

ITEM 3 IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003(a)-(c)

(a) Name and Address. Navios Maritime Holdings Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 4 TERMS OF THE TRANSACTION

Regulation M-A Item 1004(a), (c)-(f)

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Dissenters’ Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Eligibility of Listing or Trading. Not applicable.

ITEM 5 PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005(a)-(c), (e)

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Regulation M-A Item 1006(b), (c)(1)-(8)

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 7 PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a) Purpose. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 8 FAIRNESS OF THE TRANSACTION

Regulation M-A Item 1014

(a) - (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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ITEM 9 REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

Regulation M-A Item 1015

(a) - (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The presentation materials prepared by Jefferies LLC and provided to the Special Committee, dated October 4, 2023, October 11, 2023, October 20, 2023 and October 22, 2023 are set forth as Exhibits (c)(2) - (c)(5), respectively, hereto and are incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The written opinion of Jefferies LLC is attached to the Proxy Statement as Annex B and is incorporated herein by reference.

(c) Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Company Common Stock or his, her or its representative who has been so designated in writing.

ITEM 10 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Expenses. The information set forth in the Proxy Stgatement under the following caption is incorporated herein by reference:

(d) Borrowed Funds. Not applicable.

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ITEM 11 INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

ITEM 12 THE SOLICITATION OR RECOMMENDATION

Regulation M-A Item 1012(d)-(e)

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 13 FINANCIAL STATEMENTS

Regulation M-A Item 1010(a)-(b)

(a) Financial Information. The audited financial statements of the Company for the two years ended December 31, 2022 and 2021 are incorporated herein by reference to the Company’s Form 20-F for the year ended December 31, 2022, filed on March 28, 2023 (see page F-1 and following pages). The unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2023 and 2022 are incorporated herein by reference to the Company’s report on Form 6-K filed on September 7, 2023.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(b) Pro Forma Information. Not applicable.

ITEM 14 PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009

(a) Solicitation or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

ITEM 15 ADDITIONAL INFORMATION

Regulation M-A Item 1011(b)-(c)

(c) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

ITEM 16 EXHIBITS

Regulation M-A Item 1016(a)-(d), (f)-(g)

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 13, 2023

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