Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 16 (“Amendment No. 16”), and by Amendment No. 1 filed on April 26, 2010, Amendment No. 2 filed on April 29, 2010, Amendment No. 3 filed on April 30, 2010, Amendment No. 4 filed on May 5, 2010, Amendment No. 5 filed on May 26, 2010, Amendment No. 6 filed on August 6, 2010, Amendment No. 7 filed on September 15, 2010, Amendment No. 8 filed on July 20, 2011, Amendment No. 9 filed on March 27, 2013, Amendment No.10 filed on March 30, 2015, Amendment No. 11 filed on September 27, 2016, Amendment No. 12 filed on November 21, 2017, Amendment No. 13 filed on December 13, 2018, Amendment No. 14 filed on March 8, 2019 and Amendment No. 15 filed on May 24, 2019, all other provisions of the Schedule 13D filed by Navios Holdings, Amadeus Maritime S.A. and Ms. Angeliki Frangou on April 8, 2010 (the “Original Schedule 13D”) remain in full force and effect. The Original Schedule 13D, together with each of the Amendments thereto, is referred to herein as the “Schedule 13D.” Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
| Item 4. | Purpose of the Transaction. |
Item 4 to the Schedule 13D is hereby supplemented to include the following:
Pledge of Common Units
On August 30, 2019, Navios Holdings entered into a Purchase Agreement (the “Purchase Agreement”) with N Shipmanagement Acquisition Corp., Alegria Shiptrade Co., and Olympos Maritime Ltd (collectively, “NSAC”) , pursuant to which NSAC acquired certain direct and indirect subsidiaries of Navios Holdings. In connection with the transactions contemplated by the Purchase Agreement, Navios Holdings and Navios Shipmanagement Holdings Corporation (“Shipmanagement Holdings”) entered into a secured loan agreement (the “Loan Agreement”) whereby Navios Holdings agreed to repay Shipmanagement Holdings $125.0 million (the “Loan Amount”) over a term of five years, which Loan Amount generally reflects the net amount of liabilities of Navios Holdings to the entities acquired by NSAC. The Loan Amount is subject to a post-closing adjustment pursuant to the terms of that certain Contribution Agreement, dated as of August 29, 2019, by and among the Issuer, Shipmanagement Holdings, Navios Shipmanagement Inc., Navios Tankers Management Inc., Navios Containers Management Inc., Kleimar LTD, and Navios Corporation Management Inc., pursuant to which Navios Holdings completed an internal reorganization prior to the transactions contemplated by the Purchase Agreement.
In connection with securing the obligations of Navios Holdings under the Loan Agreement, the Reporting Persons granted a first priority pledge of 14,940 shares of Common Stock of the issuer held by Alpha Merit in favor of Shipmanagement Holdings.
| Item 5. | Interest in Securities of the Issuer. |
This Amendment No. 16 amends and restates Items 5(a) and (b) to the Schedule 13D as set forth below:
Navios Holdings, through its wholly-owned subsidiary, Alpha Merit, beneficially owns 4,865,147 shares (approximately 35.4%) of the Issuer’s Common Stock. The Reporting Persons have sole voting and dispositive power in respect of these shares.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
This Amendment No. 16 amends Item 6 to the Schedule 13D by adding the following:
Pursuant to the Loan Agreement, Alpha Merit has pledged and granted a security interest in 14,940 shares of Common Stock to Shipmanagement Holdings.
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