Navios Maritime Holdings Inc.
Navios Maritime Finance II (US) Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
Navios Maritime Finance II (US) Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
July 27, 2011
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the registration statement on Form F-4 of Navios Maritime Holdings Inc., a Marshall Islands corporation (“NMHI”) and Navios Maritime Finance II (US) Inc., a Delaware corporation (“NMFI” and, together with NMHI, the “Company”) and the additional registrant guarantors named therein (the “Guarantors”) filed on June 21, 2011 (as amended from time to time, the “Registration Statement”), relating to the proposed exchange of up to $350,000,000 in aggregate principal amount of newly issued 8 1/8% Senior Notes due 2019, which will be registered under the Securities Act of 1933, as amended (the “Exchange Notes”) of the Company for a like principal amount of the Company’s issued and outstanding unregistered 8 1/8% Senior Notes due 2019 (the “Outstanding Notes”), pursuant to the terms of a Registration Rights Agreement, dated January 28, 2011, which the Company and the Guarantors entered into with the initial purchasers of the Outstanding Notes in connection with the Company’s offering of the Outstanding Notes.
Please be advised that the Company and the Guarantors are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated inExxon Capital Holdings Corporation (April 13, 1988),Morgan Stanley & Co. Incorporated (June 5, 1991) andShearman & Sterling (July 2, 1993). In addition, the Company and the Guarantors hereby represent that none of them have entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Company’s and the Guarantors’ information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Company and the Guarantors will make each person participating in the exchange offer, by means of the exchange offer prospectus and the related letter of transmittal, aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) can not rely on the Staff position enunciated inExxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a resale transaction. The Company and the Guarantors acknowledge that such a resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration
statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act of 1933, as amended.
Furthermore, the Company and the Guarantors hereby represent that, with respect to any broker-dealer that participates in the exchange offer with respect to any Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Company, the Guarantors, or an affiliate of the Company or any of the Guarantors to distribute the Exchange Notes.
The Company and the Guarantors will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). In addition, the Company and the Guarantors will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision, in substantially the form set forth below:
If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer. By so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Stuart Gelfond (212-859-8272) or Vasiliki Tsaganos (202-639-7078) of Fried, Frank, Harris, Shriver & Jacobson LLP, our legal counsel.
[Signature page follows]
1
Very truly yours,
NAVIOS MARITIME HOLDINGS INC.
NAVIOS MARITIME FINANCE II (US) INC.
NAVIOS MARITIME FINANCE II (US) INC.
| By: | /s/Angeliki Frangou | ||
| Name: | Angeliki Frangou | ||
| Title: | Chief Executive Officer and Chairman | ||
| cc: | Stuart Gelfond, Esq. Vasiliki Tsaganos, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP |
2