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.
4
) filed on December 19, 2018 amends the Schedule 13D/A filed on October 9, 2018 (Amendment No. 3) which amended the Schedule 13D/A filed on June 28, 2018
(
Amendment No.
2
) which amended 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, Amendment No. 2 Amendment No. 3, and this Amendment No. 4, the
Schedule 13D
). This Amendment No. 3 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 4 of this Amendment No. 4 is incorporated by reference.
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby supplemented to include the following:
Closing of the Merger
On December 13, 2018, the
Reporting Person completed the merger contemplated by the previously announced Agreement and Plan of Merger, (the
Merger Agreement
), dated as of October 7, 2018, by and among the Reporting Person, its direct wholly-owned
subsidiary NMA Sub LLC (
Merger Sub
) the Issuer and the Issuers general partner, Navios Midstream Partners GP LLC (the
General Partner
). Pursuant to the Merger Agreement, Merger Sub merged with and into the
Issuer (the
Merger
), with the Issuer surviving as a wholly-owned subsidiary of the Reporting Person.
Pursuant to the terms of the
Merger Agreement, each outstanding Common Unit representing limited partner interests in the Issuer held by a Common Unit holder other than the Reporting Person, the Issuer or their respective subsidiaries (the
NAP Public Units
)
was converted into the right to receive 0.42 shares of the Reporting Persons common stock. The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and
is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit F and the terms of which are incorporated herein by reference.
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)-(b) As a result of the Merger, the Reporting Person, for the purposes of Rule
13d-3
under the Exchange Act,
beneficially owns 100% of the outstanding Common Units and has sole power to vote and dispose of 100% of the Common Units.
(c) Except as described
herein, the Reporting Person has not affected any transactions in the Common Units during the past sixty days.
(d) Except for any cash distributions
effected as described in Item 6 below, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the
Reporting Person.
(e) On December 13, 2018, the transactions contemplated by the Merger Agreement were consummated and the Common Units were
delisted from the New York Stock Exchange. The Issuer is in the process of terminating the registration of the Common Units under Section 12(b) and Section 12(g) of the Securities and Exchange Act of 1934, as amended (the
Exchange
Act
), and suspending the registration of the Common Units under Section 15(d) of the Exchange Act. Accordingly, this is an exit filing, and constitutes the Reporting Persons final amendment to the Schedule 13D.
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. 4.
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 of the Schedule 13D is hereby supplemented to include the following:
|
F
|
Agreement and Plan of Merger, dated October 7, 2018, by and among Navios Maritime Acquisition Corporation,
NMA Sub LLC, Navios Maritime Midstream Partners L.P. and Navios Maritime Midstream Partners GP LLC (previously filed as a Report on Form
6-K
filed on October 9, 2018 and hereby incorporated by reference)
|