Navios Maritime Acquisition Corporation Completes Acquisition of Navios Maritime Midstream Partners L.P.
December 14 2018 - 9:15AM
Navios Maritime Acquisition Corporation (“Navios Acquisition”)
(NYSE:NNA) announced that it completed the acquisition of Navios
Maritime Midstream Partners L.P. (“Navios Midstream”).
Following the close of the market on December 13, Navios Midstream
common units no longer are publicly traded on the New York Stock
Exchange.
Angeliki Frangou, Chairman and Chief Executive
Officer, stated “We are pleased to close this important
transaction, which provides Navios Acquisition with a
number of benefits, including a simplified corporate structure,
larger asset base and enhanced credit profile. We believe that
the combined entity will be an attractive investment opportunity
for investors.”
Merger Transaction
HighlightsUnder the terms of the transaction, Navios
Acquisition acquired all of the outstanding common units of Navios
Midstream though the issuance of approximately 3,683,028 newly
issued shares of Navios Acquisition common stock in exchange for
the publicly held common units of Navios Midstream at an exchange
ratio of 0.42 shares of Navios Acquisition for each Navios
Midstream common unit.
Navios Acquisition expects the transaction
to:
- Simplify the capital and organizational structure
- Increase trading liquidity and public float of the Navios
Acquisition common stock
- Enhance access to the capital markets
- Enhance Navios Acquisition’s credit profile
- Allow cash retention to support self-funded growth
- Build scale through a larger asset base that is capable of
generating increased profitability
- Create significant savings in public company costs
- Reduce cost of capital
Fried, Frank, Harris, Shriver & Jacobson LLP
acted as legal advisor and S. Goldman Advisors LLC acted as
financial advisor to Navios Acquisition.
About Navios Maritime Acquisition
CorporationNavios Acquisition (NYSE:NNA) is an owner and
operator of tanker vessels focusing on the transportation of
petroleum products (clean and dirty) and bulk liquid chemicals. For
more information about Navios Acquisition, please visit our
website: www.navios-acquisition.com.
Forward-Looking StatementsThis
press release contains forward-looking statements (as defined in
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended) concerning
future events and expectations, including with respect to the
timing of closing of the proposed Merger and the expected impact of
the Merger on Navios Acquisition’s capital and organizational
structure, the trading liquidity and float of Navios Acquisition’s
common stock and Navios Acquisition’s access to the capital
markets, credit profile, cash retention, future profitability,
expected cost savings and cost of capital. Words such as “may,”
“expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,”
“estimates,” and variations of such words and similar expressions
are intended to identify forward-looking statements. These
forward-looking statements include statements relating to the
expected benefits of the transaction and expectations regarding the
combined entity. These statements are based on the information
available to, and the expectations and assumptions deemed
reasonable by, Navios Acquisition at the time these statements were
made. Although Navios Acquisition believes that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct. These statements are based upon a number of
assumptions and estimates which are inherently subject to
significant uncertainties and contingencies, many of which are
beyond the control of Navios Acquisition. Actual results may differ
materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ
materially include, but are not limited to, the creditworthiness of
the charterers of Navios Acquisition and Navios Midstream and the
ability of their contract counterparties to fulfill their
obligations, tanker industry trends, including charter rates and
vessel values and factors affecting vessel supply and demand, the
aging of vessels of Navios Acquisition and Navios Midstream and
resultant increases in operation and dry docking costs, the loss of
any customer or charter or vessel, Navios Acquisition and Navios
Midstream’s ability to repay outstanding indebtedness, to obtain
additional financing and to obtain replacement charters for their
respective vessels, in each case, at commercially acceptable rates
or at all, increases in costs and expenses, including but not
limited to: crew wages, insurance, provisions, port expenses, lube
oil, bunkers, repairs, maintenance and general and administrative
expenses, the expected cost of, and our ability to comply with,
governmental regulations and maritime self-regulatory organization
standards, as well as standard regulations imposed by our
charterers applicable to our business, potential liability from
litigation and our vessel operations, including discharge of
pollutants, general domestic and international political
conditions, competitive factors in the market in which Navios
Acquisition and Navios Midstream operate; risks associated with
operations outside the United States; and other factors listed from
time to time in the Navios Acquisition and Navios Midstream’s
filings with the U.S. Securities and Exchange Commission, including
their respective annual and interim reports filed on Form 20-F and
Form 6-K. Navios Acquisition and Navios Midstream expressly
disclaim any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based. Navios Acquisition makes no
prediction or statement about the performance of its common stock
or preferred stock.
Investor Relations Contact
Navios Maritime Acquisition
Corporation+1.212.906.8644info@navios-acquisition.com
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