Direct Line: 202.639.7078
Fax: 202.639.7003
vasiliki.tsaganos@friedfrank.com
Fax: 202.639.7003
vasiliki.tsaganos@friedfrank.com
| January 13, 2011 |
Justin Dobbie
Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Navios Maritime Acquisition Corporation | |||
| Registration Statement on Form F-4 | ||||
| Filed December 23, 2010 | ||||
| File No. 333-171394 | ||||
| (the “Registration Statement”) |
Dear Mr. Dobbie:
This letter sets forth the response of Navios Maritime Acquisition Corporation (the “Company”) and Navios Acquisition Finance (US) Inc. (“NAFI”) to the comment letter, dated January 3, 2011 of the staff of the Division of Corporation Finance (the “Staff”). In order to ease your review, the Company has repeated the comments in their entirety.
General
| 1. | We note that you have outstanding comments related to your Form 20-F for the fiscal year ended December 31, 2009. Please note that all comments on your Form 20-F will need to be fully resolved before we act on a request for acceleration of the effectiveness of the Form F-4. |
Response: The Company acknowledges the Staff’s comment and notes that on January 4, 2011, it submitted a response to resolve the outstanding comments related to its Form 20-F for the fiscal year ended December 31, 2009.
Supplemental Letter
2. We note that you are registering the offer to exchange 8 5/8% first priority ship mortgage notes due 2017 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988).See also Morgan Stanley & Co. Inc., SEC No-
Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
Response: The Company has filed the requested supplemental letter as correspondence to its Form F-4.
Should you have any questions or comments with respect to this filing, please do not hesitate to contact Stuart Gelfond at (212)-859-8272 or the undersigned at (202) 639-7078.
Sincerely,
/s/Vasiliki B. Tsaganos
| cc: | Angeliki Frangou Navios Maritime Acquisition Corporation |
Navios Maritime Acquisition Corporation
Navios Acquisition Finance (US) Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
Navios Acquisition Finance (US) Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
January 13, 2011
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the registration statement on Form F-4 of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“NMAC”) and Navios Acquisition Finance (US) Inc., a Delaware corporation (“NAFI” and, together with NMAC, the “Company”) and the additional registrant guarantors named therein (the “Guarantors”) filed on December 23, 2010 (as amended from time to time, the “Registration Statement”), relating to the proposed exchange of up to $400,000,000 in aggregate principal amount of newly issued 8 5/8% First Priority Ship Mortgage Notes due 2017, which will be registered under the Securities Act of 1933, as amended (the “Exchange Notes”) of the Company for a like principal amount of the Company’s issued and outstanding unregistered 8 5/8% First Priority Ship Mortgage Notes due 2017 (the “Outstanding Notes”), pursuant to the terms of a Registration Rights Agreement, dated October 21, 2010, which the Company and the Guarantors entered into with the initial purchasers of the Outstanding Notes in connection with the Company’s offering of the Outstanding Notes.
Please be advised that the Company and the Guarantors are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated inExxon Capital Holdings Corporation (April 13, 1988),Morgan Stanley & Co. Incorporated (June 5, 1991) andShearman & Sterling (July 2, 1993). In addition, the Company and the Guarantors hereby represent that none of them have entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Company’s and the Guarantors’ information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Company and the Guarantors will make each person participating in the exchange offer, by means of the exchange offer prospectus and the related letter of transmittal, aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) can not rely on the Staff position enunciated inExxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a resale transaction. The Company and the Guarantors acknowledge that such a resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration
statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act of 1933, as amended.
Furthermore, the Company and the Guarantors hereby represent that, with respect to any broker-dealer that participates in the exchange offer with respect to any Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Company, the Guarantors, or an affiliate of the Company or any of the Guarantors to distribute the Exchange Notes.
The Company and the Guarantors will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). In addition, the Company and the Guarantors will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision, in substantially the form set forth below:
If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer. By so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Stuart Gelfond (212-859-8272) or Vasiliki Tsaganos (202-639-7078) of Fried, Frank, Harris, Shriver & Jacobson LLP, our legal counsel.
[Signature page follows]
Very truly yours,
NAVIOS MARITIME ACQUISITION CORPORATION
NAVIOS ACQUISITION FINANCE (US) INC.
NAVIOS ACQUISITION FINANCE (US) INC.
| By: | /s/Angeliki Frangou | |||||
| Name: | Angeliki Frangou | |||||
| Title: | Chief Executive Officer and Chairman | |||||
| cc: | Stuart Gelfond, Esq. Vasiliki Tsaganos, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP |