Amended Statement of Beneficial Ownership (sc 13d/a)
June 28 2018 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Navios
Maritime Midstream Partners L.P.
(Name of Issuer)
Common Units representing limited partner interests
(Title of Class of Securities)
Y62134104
(CUSIP Number)
Vasiliki Papaefthymiou
Secretary
Navios
Maritime Acquisition Corporation
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(011) + (377) 9798-2140
With a copy to:
Philip Richter
Fried,
Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2018
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
Rule
13d-7(b)
for the other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (
Act
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Navios Maritime Acquisition Corporation
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
OO
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
The Republic of The Marshall
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
12,178,304 Common Units*
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
12,178,304 Common Units*
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,178,304 Common Units*
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
58.1%**
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14
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TYPE OF REPORTING
PERSON
CO
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*
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The 12,178,304 common units of Navios Maritime Midstream Partners L.P. (the Issuer) held by Navios Maritime Acquisition Corporation (the Reporting Person) includes the 1,592,920 common units
received on June 18, 2018 upon the automatic conversion of subordinated series A units pursuant to the terms of the Fourth Amended and Restated Partnership Agreement of the Issuer (the Partnership Agreement). In addition, the
Reporting Person owns 100.0% of Navios Maritime Midstream Partners GP LLC, the general partner of the Issuer (the General Partner). The General Partner has a general partner interest of approximately 2.0% in the Issuer and incentive
distribution rights, which represent the right to receive an increasing percentage of quarterly distributions in excess of specified amounts. The Reporting Person is the indirect beneficial owner of the General Partners interest in the Issuer
and its incentive distribution rights.
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**
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Based on 20,947,418 common units outstanding as of June 27, 2018, which does not include the general partnership units.
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Explanatory Note
Pursuant to Rule
13(d)-2
promulgated under the Securities Exchange Act of 1934, as amended, this Schedule 13D/A (this
Amendment No.
2
) filed on June 28, 2018 amends the Schedule 13D/A filed on December 1, 2017 (
Amendment No.
1
) which amended the Schedule 13D filed on
March 10, 2015 (the
Original Schedule 13D
and together with Amendment No. 1 and this Amendment No. 2, the
Schedule 13D
). This Amendment No. 2 relates to the common units of the Issuer.
Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such term in the Original Schedule 13D.
Item 3. Source
and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented to include the following:
On June 18, 2018, 1,592,920 series A subordinated units automatically converted into Common Units on a
one-for-one
basis in accordance with the terms of the Partnership Agreement.
Item 4 of this Amendment No. 2
is incorporated by reference.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented to include the following:
On June 28, 2018, the Reporting Person submitted a letter (the
Proposal Letter
) to the board of directors of the Issuer
for the combination of the Issuer with the Reporting Person by means of a merger in which each common unit of the Issuer not held by the Reporting Person would be exchanged for 6.292 newly-issued shares of common stock of the Reporting Person. The
Reporting Person does not intend to update the Schedule 13D by making further disclosure regarding the subject matter of the Proposal Letter until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable
securities laws. A copy of the Proposal Letter is attached hereto as Exhibit D and the information in the Proposal Letter is incorporated herein by reference.
In addition, on June 28, 2018, the Reporting Person issued a press release announcing the proposal set forth in the Proposal Letter. A
copy of the press release issued by the Reporting person is attached hereto as Exhibit E and the information in the press release is incorporated herein by reference.
Item 5 Interest in Securities of the Issuer.
Clause
(a) of Item 5 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Person beneficially owns 12,178,304 Common
Units, representing 58.1% of the outstanding Common Units in the Issuer. In addition, the reporting person beneficially owns 427,499 General Partner Units through its ownership of the General Partner.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby supplemented to incorporate by reference, Item 4 of this Amendment No. 2.
Item 7. Material to be Filed as Exhibits.
Item 7 of
the Schedule 13D is hereby supplemented to include the following:
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D.
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Proposal Letter from Navios Maritime Acquisition Corporation to the Board of Directors of Navios Maritime Midstream Partners L.P., dated June 28, 2018.
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E.
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Press release, dated June 28, 2018.
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Signature
After reasonable 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.
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Navios Maritime Acquisition Corporation
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Date: June 28, 2018
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/s/ Angeliki Frangou
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Angeliki Frangou
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Chief Executive Officer
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E
XHIBIT
I
NDEX
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Exhibit
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Description
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D.
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Proposal Letter from Navios Maritime Acquisition Corporation to the Board of Directors of Navios Maritime Midstream Partners L.P., dated June 28, 2018.
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E.
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Press release, dated June 28, 2018
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