Report of Foreign Issuer (6-k)
December 14 2018 - 3:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13A-16
OR
15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 14, 2018
Commission File Number:
001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
7 Avenue de
Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7):
Yes ☐ No ☒
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule
12g3-2(b)
under the Securities Exchange Act of 1934:
Yes ☐ No ☒
This Report on Form
6-K
is hereby incorporated by reference into the
Navios Maritime Acquisition Corporation Registration Statements on Form
F-3,
File Nos.
333-170896
and
333-214739.
On December 13, 2018, Navios Maritime Acquisition Corporation (NNA) completed the merger (the Merger) contemplated by the
previously announced Agreement and Plan of Merger, (the Merger Agreement), dated as of October 7, 2018, by and among NNA, its direct wholly-owned subsidiary NMA Sub LLC (Merger Sub), Navios Maritime Midstream Partners
L.P. (NAP) and Navios Midstream Partners GP LLC (the NAP General Partner). Pursuant to the Merger Agreement, Merger Sub merged with and into NAP, with NAP surviving as a wholly-owned subsidiary of NNA.
Pursuant to the terms of the Merger Agreement, each outstanding common unit representing limited partner interests in NAP held by a common unit holder other
than NNA, NAP or their respective subsidiaries (the NAP Public Units) was converted into the right to receive 0.42 shares of NNA common stock. As a result of the Merger, approximately 3,683,028 shares of NNA common stock were issued to
former holders of NAP Public Units. More than eighty (80) percent of holders of NAP Public Units elected (or were deemed to have elected) to receive NNA common stock. As such, pursuant to the Merger Agreement, no NNA preferred stock was issued
in connection with the Merger.
The issuance of NNA common stock in connection with the Merger was registered under the Securities Act of 1933 pursuant to
the NNAs Registration Statement on Form
F-4,
which was filed with the U.S. Securities and Exchange Commission (the SEC) on October 30, 2018, as amended (the
F-4).
The
F-4
was declared effective on November 14, 2018. The information statement/prospectus included with the
F-4
contains additional information about the Merger.
On December 14, 2018, NNA issued a press release announcing the completion of the Merger. A copy
of the press release is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form
6-K
and, other than the quote by Angeliki Frangou, is incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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NAVIOS MARITIME ACQUISITION CORPORATION
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Date: December 14, 2018
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By:
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/s/ Angeliki Frangou
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Angeliki Frangou
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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99.1
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Press Release, dated December 14, 2018.
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