UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13A-16 OR15D-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 Form20-F or Form40-F:
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-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 Rule12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
This Report on Form6-K is hereby incorporated by reference into the Navios Maritime Acquisition Corporation Registration Statements on FormF-3, File Nos.333-170896 and333-214739.
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 NNA’s Registration Statement on FormF-4, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2018, as amended (the“F-4”). TheF-4 was declared effective on November 14, 2018. The information statement/prospectus included with theF-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 Form6-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.
NAVIOS MARITIME ACQUISITION CORPORATION | ||||||
Date: December 14, 2018 | By: | /s/ Angeliki Frangou | ||||
Angeliki Frangou | ||||||
Chairman and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Exhibit | |
99.1 | Press Release, dated December 14, 2018. |