Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
     
    REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: July 29, 2010
Commission File No. 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
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 o No þ
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 o No þ
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 o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
N/A
 
 

 

TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-99.1
EX-99.2

Table of Contents

          On July 29, 2010, Navios Maritime Acquisition Corporation (the “Company”) issued a press release announcing its financial results for the six months ended June 30, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. In addition, as referenced in the press release, the Company has also posted a supplemental slide presentation with respect to the Company and its financial results. The supplemental slide presentation is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
          In connection with its recently commenced offer to the holders of its publicly traded warrants to exercise such warrants on enhanced terms and the solicitation of a consent to amend certain privately held warrants, the Company provided a form of Warrant Amendment as an exhibit to the Schedule TO. The Schedule TO and related documents indicated that the Company was seeking the required consent of the representatives of the underwriters in its initial public offering to such Warrant Amendment, as well as the consent of the holders of the warrants. Subsequent to the filing of the Schedule TO, the Company obtained the consents of the representatives, as required to amend the private warrants, and a copy of the final form of Amendment to Warrant Agreement, as consented to by the representatives, is attached to this Report as Exhibit 10.1 and is incorporated herein by reference. The Schedule TO will similarly be amended to provide this final form and this will be the form of amendment as to which the holders of the publicly traded warrants are asked to give their consent.
          This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime Acquisition Corporation Registration Statement on Form F-3, File No. 333-151707.

 

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
NAVIOS MARITIME ACQUISITION CORPORATION
         
By:
  /s/ Angeliki Frangou
 
   
Angeliki Frangou
Chief Executive Officer
Date: July 29, 2010 		   

 

Table of Contents

EXHIBIT INDEX
     
Exhibit No.   Exhibit
10.1
  Form of Amendment to Warrant Agreement
99.1
  Press Release dated July 29, 2010.
99.2
  Supplemental Slideshow Presentation dated July 29, 2010

 

Exhibit 10.1
AMENDMENT TO WARRANT AGREEMENT
     This AMENDMENT TO WARRANT AGREEMENT (this “ Amendment ”), dated as of August 23, 2010, is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation, with offices at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “ Warrant Agent ” and together with the Company, the “ Parties ”) and amends the Warrant Agreement (the “ Agreement ”) entered into among the Parties on June 25, 2008. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
W I T N E S S E T H :
     WHEREAS, the Agreement provides that the terms thereof shall require the prior written consent of each of the Representatives and the registered holders of a majority of the outstanding Warrants;
     WHEREAS, the Parties desire to amend the Agreement; and
     WHEREAS, upon receipt of the consent of the Representatives and the holders of a majority of the outstanding Warrants, this Amendment will be effective.
     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. The first paragraph of Section 2.2 shall be amended and restated in its entirety and replaced with the following:
“2.2 Form of Private Warrant . Each Private Warrant shall be issued in registered form only, shall be exercisable after the date of this Amendment, and shall be in substantially the form of Exhibit A-2 hereto, which form is the same as that of the Public Warrants except that (i) subject to certain limited exceptions described below, the Private Warrants will not be transferable or salable until they are released from escrow, which will not occur until after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, as described more fully in the Company’s Registration Statement (a “Business Combination”), (ii) the Private Warrants will be exercisable on a cashless basis in accordance with Section 3.4 hereof, (iii) the Private Warrants will not be redeemable by the Company so long as they are still held by the Sponsor or a permitted transferee of the Sponsor as of the date of this Agreement, and (iv) will be exercised for unregistered shares so long as a registration statement relating to the Common Stock issuable upon exercise of the Private Warrants is not effective and current.”
2. Section 3.1 shall be amended and restated in its entirety and replaced with the following:
“3.1 Warrant Price . Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $7.00 per whole share,

 

 

subject to the adjustments provided in Section 4 hereof and in the second to last sentence of this Section 3.1 ; provided, however, that the Private Warrants may be exercised at the price of $5.65 per whole share during the period beginning on July 27, 2010 and ending ten (10) days after the consummation or expiration of the offer (the “ Offer ”) made with respect to the Public Warrants on July 27, 2010 (such period, the “ Private Warrant Adjustment Period ”), subject to adjustments provided in Section 4 hereof and in the second to last sentence of this Section 3.1 , provided, that if such tenth day falls on a day which is not a Business Day, the Private Warrants may be exercised on the next succeeding Business Day, and provided, further that Navios Maritime Holdings Inc. and Angeliki Frangou shall exercise the Private Warrants owned by them for cash only. The term “ Warrant Price ” as used in this Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant, or a Private Warrant during the Private Warrant Adjustment Period, is exercised. The Company in its sole discretion may again lower the Warrant Price at any time after the consummation or expiration of the Offer prior to the Expiration Date; provided, however, that any such reduction in the Warrant Price shall apply equally to all of the Warrants and, provided further, that any subsequent reduction in the Warrant Price must remain in effect for at least twenty (20) Business days. “ Business Day ” shall mean any day the Depository is open for trading.”

2

 

3. Section 3.2 shall be amended and restated in its entirety and replaced with the following:
“3.2 Duration of Warrants . A Warrant may be exercised only during the period (the “ Exercise Period ”) commencing on the later of (i) a Business Combination and (ii) June 25, 2009, and terminating at 5:00 p.m., New York City time on the earlier to occur of (x) June 25, 2013 or (y) the date fixed for redemption of the Warrants, if any, as provided in Section 6 of this Agreement (the “ Expiration Date ”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date.”
4. The following sentence shall be added as the last sentence of Section 6.1:
““ Trigger Price ” means $13.75 per share, subject to the adjustment provided for in the last sentence of Section 6.2.”
5. Full Force and Effect . Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect.
6. Effect . Unless the context otherwise requires, the Agreement, as amended, and this Amendment shall be read together and shall have effect as if the provisions of the Agreement, as amended, and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment.
7. Counterparts . This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.
[ Remainder of page intentionally left blank. Signature page to follow .]

3

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
         
  NAVIOS MARITIME
ACQUISITION CORPORATION
  		 
  by      
    Name:   Angeliki Frangou   
    Title:   Chairman and Chief Executive Officer   
 
  CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
  		 
  by      
    Name:   Steven G. Nelson   
    Title:   Chairman   
 
[Signature Page — Amendment to Warrant Agreement]

4

Navios Maritime Acquisition Corporation
Reports Financial Results for the Three and Six
Months ended June 30, 2010
 
 
•   Contemplated Transformational Acquisition of seven VLCCs for $587.0 million
•   Launching of Warrant Tender Program
•   Delivery of two LR1 Product Tankers
     
 
PIRAEUS, GREECE July 29, 2010 — Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE:NNA), an owner and operator of tanker vessels, today reported its financial results for the three and six months ended June 30, 2010.
 
2010 HIGHLIGHTS — RECENT DEVELOPMENTS
 
Contemplated Transformational Acquisition of Seven VLCCs for $587.0 million
On July 19, 2010, Navios Acquisition announced that it has signed a securities purchase agreement which contemplates the acquisition of a fleet of seven VLCC tankers for an aggregate purchase price of $587.0 million. Navios Acquisitions intends to finance the acquisition as follows: $453.0 million with new debt financing, $123.0 million with cash and $11.0 million through the future issuance of Navios Acquisition shares. The final purchase price is subject to customary working capital adjustments, and consummation of the transaction is subject to a number of conditions, including third party consents. The transaction is anticipated to close in September of 2010.
Fleet Information
Of the seven VLCC vessels being acquired, six are currently operating under long-term time charters to Asia-Pacific-based high quality shipping and petrochemical groups, including DOSCO (a wholly owned subsidiary of COSCO), a member of the Sinochem group, Formosa and SK Shipping. The seventh vessel is being constructed currently with delivery scheduled for June 2011.
The VLCC fleet has an average age of 8.6 years and a remaining charter-out term of 8.8 years with an average charter rate of $40,440 net per day. Five of the seven charters have a profit sharing mechanism which provides for potential upside.
— Annualized Base EBITDA (1) of $74.9 million
— Aggregate Base EBITDA (2) of $651.4 million
The fleet information of the 7 vessels is as follows:

 

 

                                                 
                            Net              
                            Charter              
                    Year     Rate ($     Expiration        
Vessel   Type     DWT     Built     per day)     Date     Profit Share  
Shinyo Splendor
  VLCC     306,474       1993       38,019       5/18/2014     NO
Shinyo Navigator
  VLCC     300,549       1996       42,705       12/18/2016     NO
C. Dream
  VLCC     298,570       2000       29,625  (3)     3/15/2019     50% above $30,000
 
                                          40% above $40,000
Shinyo Ocean
  VLCC     281,395       2001       38,400       01/10/2017     50% above $43,500
Shinyo Kannika
  VLCC     287,175       2001       38,025       2/17/2017     50% above $44,000
 
                                          35% above $54,388
Shinyo Saowalak
  VLCC     298,000       2010       48,153       6/15/2025  (4)   40% above $59,388
 
                                          50% above $69,388
Vessels to be Delivered
                                               
 
                                          35% above $54,388
N/B T3000-036
  VLCC     298,000     Jun-11     48,153       6/15/2026  (4)   40% above $59,388
 
                                          50% above $69,388
Total
            2,070,163                                  
1.   Calculated by multiplying the average daily charter rate of the seven vessels by 355 operating days (net of assumed Opex of $10,000 per day calculated for 365 days). Calculations exclude profit sharing.
 
2.   Assumes Opex at $10,000 per day multiplied by 365 days escalating 3% annually. Calculations excluded profit sharing.
 
3.   Vessel sub chartered at $34,843/day over the next two years.
 
4.   Includes one year extension at the charterer’s option.
Time Charter Coverage
After this transaction, Navios Acquisition will own 20 vessels and will have contracted 89.1% and 80.2% of its available days on a charter-out basis for 2010 and 2011, respectively.
Warrant Tender Program
NNA is offering (the “Offer”) the holders of the 25,300,000 outstanding warrants issued in its initial public offering (“Public Warrants”) the limited time opportunity to acquire shares of common stock at a reduced exercise price. The Offer is coupled with a consent solicitation accelerating the ability of Navios Maritime Holdings Inc. (“Navios Holdings”) and its officers and directors to exercise certain warrants at the cash exercise price available to the Public Warrants during the Offer.

 

 

Under the terms of the Offer, holders of Public Warrants may exercise (1) on a cash basis, at an exercise price of $5.65 per share of Common Stock and (2) on a cashless basis, at an exchange rate of 4.25 Public Warrants for 1.0 share of Common Stock. A holder may use one or both methods in exercising all or a portion of its Public Warrants.
The Offer has several conditions, including that at least (1) 75% of the Public Warrants outstanding (18,975,000 Public Warrants) are properly exercised and (2) 15% of the Public Warrants outstanding (3,795,000 Public Warrants) are exercised on a cash basis. Both conditions, along with the other conditions, may be waived by Navios Acquisition at its discretion.
Upon consummation of the Offer, Navios Holdings and Angeliki Frangou, Navios Acquisition’s Chairman and Chief Executive Officer, will exercise the warrants that they own for cash for aggregate gross proceeds of $78,167,750.
The Offer commenced on Tuesday, July 27, 2010 and will continue for a period of twenty (20) business days, expiring on Monday, August 23, 2010 at 11:59 p.m., New York City time (the “Offer Period”). Upon termination of the Offer, the Public Warrants will expire according to their terms on June 25, 2013, subject to earlier redemption as outlined in terms of the Public Warrants.
Offers pursuant to the warrant tender program are made only through Navios Acquisition’s Registration Statement on Form F-3 (Registration No. 333-151707), into which this press release has been incorporated by reference and in conjunction with the related Schedule TO and the Offer to the holders of the Company’s publicly traded warrants to exercise such warrants on enhanced terms which is included as an exhibit to such Schedule TO.
Delivery of Colin Jacob and Ariadne Jacob
On June 29, 2010 and July 2, 2010, Navios Acquisition took delivery of Colin Jacob and Ariadne Jacob, two LR1 Product tankers, acquired as part of the acquisition of 13 vessels described below, for $43.5 million each. Both vessels were built in 2007 and immediately commenced three year time charters at a rate of $17,000 net per day plus profit sharing. It is anticipated that these charters will generate aggregate base annual EBITDA of approximately $6.9 million, excluding any profit sharing.
Closing the acquisition of 13 vessels
On June 1, 2010, Navios Acquisition announced the acquisition of 13 vessels (11 product tankers and two chemical tankers) plus options to purchase two additional product tankers, for an aggregate purchase price of $457.7 million, of which $123.4 million is to be paid from existing cash and the $334.3 million balance with existing and new debt financing. In connection with the completion of the acquisition, Navios Acquisition reimbursed Navios Holdings for the initial equity payment of $38.8 million plus all associated payments previously made by Navios Holdings.
Exhibit I displays the “Core Fleet” profile of Navios Acquisition.
Financial Highlights
                 
Expressed In ‘000 US dollars   June 30, 2010     December 31, 2009  
Assets
               
Cash (including Restricted Cash)
  $ 87,544     $ 87  
Investments
    —       251,493  
Vessels, net
    43,727       —  
Deposits for Vessels Acquisition
    172,071       —  
Total Assets
    308,797       251,636  
Liabilities
               
Long Term Debt (Including Current portion)
  $ 158,986     $ —  
Stockholder’s Equity
    142,501       141,990  
Book Capitalization
  $ 301,487     $ 141,990  
Net Debt/Book Capitalization
    24 %        
Net Loss Q2
    (2,309 )        
Net Loss H1
    (2,607 )        

 

 

     As of June 30, 2010, Navios Acquisition has entered into the following credit facilities:
•   Deutsche Schiffsbank AG, Alpha Bank A.E., and Credit Agricole Corporate and Investment Bank, credit facility of up to $150.0 million will be used to partially finance the construction of two chemical tankers and four product tankers. As of June 30, 2010, the Company has drawn down $96.8 million.
 
•   DVB Bank SE and Fortis Bank, credit facility of up to $75.0 million will be used used to partially finance the construction of three product tankers. As of June 30, 2010, the Company has drawn down $36.2 million.
 
•   DVB Bank and Fortis Bank, credit facility of up to $52.0 million will be used to partially finance the acquisition of the two currently operating LR1 vessels. As of June 30, 2010, the Company has drawn down $26.0 million to partially finance the acquisition of Colin Jacob.
     As of June 30, 2010, approximately $159.0 million was drawn down under the credit facilities described above and the balance of approximately $118.0 remains to be drawn at various times during construction and upon delivery of the vessels described above.
Conference Call, Webcast and Presentation Details:
Call Date/Time: Thursday, July 29, 2010, at 9:00 am EDT
Call Title: Navios Acquisition Q2 2010 Financial Results Conference Call
US Dial In: +1.877.308.7226
International Dial In: +1.706.643.1525
Conference ID: 8534 3391
This call will be simultaneously Webcast at the following Web address:
http://www.videonewswire.com/event.asp?id=70294 .
A supplemental slide presentation will be available on the Navios Acquisition website at http://www.navios-acquisition.com under the “Investors” section at 8:00 am EDT on the day of the call.
About Navios Maritime Acquisition Corporation
Navios Maritime Acquisition Corporation (NYSE: NNA) (“Navios Acquisition”) is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals.
For more information about Navios Acquisition, please visit our website: http://www.navios-acquisition.com .
Forward Looking Statements
This 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 Navios Acquisition’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are

 

 

intended to identify forward-looking statements. Such statements include comments regarding expected revenue and time charters. 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 involve known and unknown risks and 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 changes in the demand for product and chemical tanker vessels, competitive factors in the market in which Navios Acquisition operates; risks associated with operations outside the United States; and other factors listed from time to time in the Navios Acquisition’s filings with the Securities and Exchange Commission. Navios Acquisition expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Acquisition’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Public & Investor Relations Contact:
Navios Maritime Acquisition Corporation
Investor Relations
+1.212.279.8820
info@navios-acquisition.com

 

 

EXHIBIT I
Owned Vessels
             
Vessel Name   Vessel Type   Year Built   Deadweight
Colin Jacob
  LR1 Product Tanker   2007   74,671
Ariadne Jacob (1)
  LR1 Product Tanker   2007   74,671
Vessels to be delivered
             
        Estimated    
Vessel Name   Vessel Type   Delivery   Deadweight
TBN
  Chemical Tanker   Q3 2010   25,000
TBN
  Chemical Tanker   Q4 2010   25,000
TBN
  LR1 Product Tanker   Q4 2011   75,000
TBN
  LR1 Product Tanker   Q4 2011   75,000
TBN
  MR2 Product Tanker   Q1 2012   50,000
TBN
  MR2 Product Tanker   Q2 2012   50,000
TBN
  MR2 Product Tanker   Q3 2012   50,000
TBN
  MR2 Product Tanker   Q3 2012   50,000
TBN
  MR2 Product Tanker   Q4 2012   50,000
TBN
  MR2 Product Tanker   Q4 2012   50,000
TBN
  MR2 Product Tanker   Q4 2012   50,000
Purchase Options
             
Vessel Name   Vessel Type   Estimated Delivery   Deadweight
TBN (2)
  LR1 Product Tanker   Q4 2012   75,000
TBN (2)
  LR1 Product Tanker   Q4 2012   75,000
(1)   Delivered in Navios Acquisition’ owned fleet on July 2, 2010.
 
(2)   Subject to the exercise by Navios Acquisition of an option to acquire the vessel which expires in January 2011.

 

Exhibit 99.2
Q2 2010 Earnings July 29, 2010

 

2 Disclosures Statements in this presentation which are not statements of historical fact are "forward- looking statements" (as such term is defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by, the Company at the time this presentation was made. Although the Company believes that the assumptions underlying such statements are reasonable, it can give no assurance that they will be attained. The Company undertakes no obligation to update any forward- looking statements, whether as a result of new information or future events, unless it is required to do so under the securities laws. The Company makes no prediction or statement about the performance of its units, warrants or common stock.

 

3 Management and Board of Directors Angeliki Frangou Chairman & CEO Ted C. Petrone President Leonidas Korres CFO Anna Kalathakis SVP - Legal Risk Management Chairman and CEO of Navios Holdings and Navios Partners 20 years experience in the shipping industry Previously founded two private shipping companies Chairman since inception Head of Navios Holdings' worldwide commercial operations 31 years experience in the shipping industry Joined Navios Holdings in 1980; director there since May 2007 Director since March 2008 Special Secretary for Public Private Partnerships in the Greek Ministry of Economy and Finance from 2005 to 2009 Previously worked as Senior Financial Advisor for KPMG Corporate Finance Joined Navios in 2010 15 Years experience in Maritime Law Extensive experience in the handling of liability and charter party disputes both in the tanker and dry shipping sectors Joined Navios in 2005 Director since May 2010 40 years experience in shipping and investment banking Former director of Societe Generale Europe for corporate & Investment Banking Asset Recovery Management Former Head of Shipping at Societe Generale Director since May 2010 Executive Vice President at Demo Pharmaceutical Industry Extensive background in mechanical engineering and robotics Served as Superintendent Enginer for Majesty/Dolphin Cruise Lines Director since July 2010 Founder and Managing Director (retired) of Pegasus Adjusting Services Ltd, involved in the dry and tanker markets in monitoring financial risks arising from marine casualties Began his shipping industry in London and Piraeus in 1949 Director since June 2008 Senior analyst at Investments & Finance Ltd. since 2001 Previously worked as a senior equity analyst for National Securities, S.A. Director since June 2008 Brigitte Noury Director George Galatis Director John Koilalous Director Nikolaos Veraros, CFA Director

 

4 Navios Maritime Acquisition Corporation (NYSE: NNA) NNA target: develop a leading company in the tanker sector Product tanker investment Acquired eleven product and two chemical tankers + options for two product tankers Aggregate purchase price of $457.7 million, funded with: Approximately 27% ($123.4 million) from existing cash Approximately 73% ($334.3 million) from debt financing Product tanker investment thesis Recovering industry fundamentals Experienced management team with strong track record Liquidity to pursue aggressive growth strategy Shareholders approved business combination on May 25, 2010 First two vessels delivered: June 29, 2010 and July 2, 2010

 

5 Delivery of Two Product Tankers Delivery of Colin Jacob Vessel Specifications: 2007-built LR1 product tanker; DWT: 74,671 (delivered June 29, 2010) Charter Term - 3 years (expires June 2013) Charter Rate = $17,000 (net) + 50/50 profit sharing Acquisition Price = $43.5 million Annualized EBITDA = $3.5 million (1) Delivery of Ariadne Jacob Vessel Specifications: 2007-built LR1 product tanker; DWT: 74,671 (delivered July 2, 2010) Charter Term - 3 years (expires July 2013) Charter Rate = $17,000 (net) + 50/50 profit sharing Acquisition Price = $43.5 million Annualized EBITDA = $3.5 million (1) (1) EBITDA excludes any profit sharing and assumes Opex of $7,000 per day

 

6 Financial Highlights Q2 2010

 

7 Existing Fleet Vessels under construction Vessels delivered Current fleet: 13 (1) vessels (0.7 million dwt) 4 LR1 Product Tankers 7 MR2 Product Tankers 2 Chemical tankers Excellent brand recognition Strategic relationships with shipyards and other industry players Favorable relationships with banks and underwriters 2 vessels (0.15 mil dwt) 2 vessels1 (0.15 mil dwt) 7 vessels (0.35 mil dwt) 2 vessels (0.05 mil dwt) (1) Excludes options to acquire 2 LR1 vessels

 

8 Contemplated Acquisition of Seven VLCC Tankers

 

9 Transformational contemplated acquisition Investment Thesis Favorable crude carrier industry fundamentals Consideration paid for Vessels plus corresponding long-term charters Nature of long time charters with creditworthy counterparties beneficially impacts valuation Significantly accretive to shareholders Financial information: Annualized Base EBITDA(1) (5)= $74.9 million Aggregate Base EBITDA(2) (5)= $651.4 million Significant upside potential from Profit Sharing Vessel Information: 7 VLCC Tankers Average Fleet Age = 8.6 years (including vessels to be delivered in June 2011) Average Charter Rate (5) = $40,440 (net, per day) Average remaining charter term of vessels being acquired = 8.8 years Purchase Price = $587.0 million Charter free value(3) = $533.5 million Charter attached value(4) = $687.0 million Consideration at 14.6% discount to Broker Appraisals Financing: Debt = $453.0 million (approx.) Cash = $123.0 million (via existing cash and Warrant Program) Shares = $11.0 million Estimated closing: September 2010 (subject to conditions) Calculated by multiplying the average daily charter rates (net of assumed OpEx of $10,000 per day) of the seven vessels by 355 operating days Assumes OpEx at $10,000/day multiplied by 365 days, escalating 3% annually. As per Clarkson Valuations Limited valuations July 6th 2010. Vessels valued individually assuming average condition & based on recent transactions, negotiations and market information. As per Clarksons Valuations Limited valuations July 6th 2010. The charter attached valuations involve a number of assumptions and are difficult to test. In particular, CVL has made certain discount factor assumptions and assumed that the charter will be fully performed and has made no assessment of credit risk. These valuations should be used for general guidance purposes only. Average Charter Rate and base EBITDA calculations excludes profit sharing.

 

10 Solid Portfolio of Charters - Industry Leaders SINOCHEM DOSCO FORMOSA SK SHIPPING East 0.1331 0.6196 0.1344 0.1129 Revenue by Charterer Solid customer base with strong creditworthy counterparties 94% of contracted volume secured by charters running longer than 5 years Remaining Charter Duration 1-5 YEARS 5-10 YEARS 10 YEARS East 0.0569 0.392 0.5511 5 - 10 years 1 - 5 years 10-15 years Average Remaining Charter Term: 8.8 years

 

11 High Quality and Diverse Customer Base Formosa Petrochemical Corp., a Taiwanese company, refines crude oil and markets petroleum and petro-chemical products Publicly listed in Taiwan Formed in 1978 and is one of the largest Chinese state-owned shipping enterprises, operating as a wholly-owned subsidiary of COSCO Owns and operates a fleet of 50 vessels including tankers, LPG and chemical ships with total DWT greater than 7 million Sinochem Corporation is a key Chinese state-owned enterprise Diversified conglomerate operating in the energy, agriculture, chemicals, finance, and real estate industries One of China's oldest and largest companies Owns and charters over 50 vessels with a total capacity of over 7.6 million DWT Sales of U.S.$1.6 billion and shareholders equity of U.S.$0.3 billion for the year ended December 31, 2009 (COSCO Dalian) Source: Public filings and Company websites Company Description

 

12 Staggered Charter Expirations(1) Shinyo Kieran 40750 5670 Shinyo Saowalak 40440 5630 C.Dream 40440 3300 Shinyo Kannika 40440 2500 Shinyo Ocean 40440 2450 Shinyo Navigator 40440 2400 Shinyo Splendor 40440 1500 * The chart is set up as stack chart. The date (month/year) were turned into number format. I used expiration date to minus the commencement date to get the difference for the bar. $42,705 $38,019 $38,400 + profit sharing $38,025 + profit sharing $29,625 + profit sharing $48,153 + profit sharing $48,153 + profit sharing Base net revenue per day before profit sharing Vessel subchartered at $34,843/day for the next two years (2)

 

13 Description of Warrant Program

 

14 Description of Warrant Program Choice of Cash and Cashless Exercise to Warrant Holders Cash Exercise : $5.65 exercise price per warrant Cashless Exercise: 4.25 warrants exchanged for 1 NNA share Warrant holders may use a combination of cash and cashless exercise Partial exercises permitted Tender offer: expires at 11:59pm on August 23, 2010 Tender offer contingent upon: ^ 75% of the outstanding warrants being exercised (approx. 18.975 million) ^ 15% of the outstanding warrants being exercised for cash (approx. 3.795 million) If tender offer is successful NM and Angeliki Frangou will exercise all warrants for approximately $78.2 million Public warrant holders will exercise warrants for a minimum of $21.4 million Offers pursuant to the Warrant program are made only through the Company's Registration Statement on Form F-3 (Registration No. 333-151707), into which this presentation has been incorporated by reference and in conjunction with the related Schedule TO and the Offer to the holders of the Company's publicly traded Warrants to exercise such Warrants on enhanced terms which is included as an exhibit to such Schedule TO.

 

15 Pro Forma Shares and Warrants (assuming minimum requirements satisfied) (in millions) Current cap structure Pro Forma cap structure: Post Tender Offer Pro Forma cap structure: Post Tender Offer and Acquisition(1) Common Shares 21.6 42.8 44.4 Ownership of NM (+ Affiliates) 65.6%(2) 65.4% 63.1% Warrants 39.2 6.4 6.4 Warrant Coverage 181.5% 15.0% 14.4% Assumes VLCC transaction related shares issued at 7/26/10 closing price of $6.85 (approx. 1.6 million shares) 57.3% represents shares owned by NM and the balance shares owned by affiliates Warrant Program designed to raise a minimum of $99.6 million and simplify the capital structure * * There can be no assurance that the Warrant Program or the Acquisition will be consummated

 

16 Crude Market Overview

 

17 Global Oil Demand is Recovering in 2010 Source: International Energy Agency, International Monetary Fund and Energy Information Administration 10/9/2010 1/9/2010 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9 Column 10 Column 11 Column 12 Column 13 Column 14 Column 15 Column 16 2009 219 54 198 The IEA increased 2010 forecast for oil demand by 1.67 million barrels per day representing a 2.0% increase over 2009 demand Growth continues to be driven by non-OECD countries The IMF also has revised global GDP growth forecast for 2010 to 4.6% in July 2010 from 4.2% in their April forecast) Non-OECD oil demand in 2010 forecasts increased due to higher growth and consistently higher demand from China and other Asian countries Global oil demand vs GDP, 1981 - 2010 (% YoY change) Global oil demand growth: 2008 - 2009 - 2010 North America Latin America Africa Europe FSU Asia Middle East Global demand growth (mb/d) Global demand growth (mb/d) Global demand growth (mb/d) 2008 (0.26) (0.3%) 2009 (1.24) (1.4%) 2010 1.67 2.0% (Thousands of barrels per day) 2008 2009 2010 Oct-09 Jan-09 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9 Column 10 Column 11 Column 12 Column 13 Column 14 Column 15 Column 16 2009 116 11 114 10/9/2010 1/9/2010 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9 Column 10 Column 11 Column 12 Column 13 Column 14 Column 15 Column 16 2009 166 532 695 10/9/2010 1/9/2010 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9 Column 10 Column 11 Column 12 Column 13 Column 14 Column 15 Column 16 2009 -1300 -861 68 10/9/2010 1/9/2010 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9 Column 10 Column 11 Column 12 Column 13 Column 14 Column 15 Column 16 2009 561 136 302 World GDP (IMF) Oil Demand (EIA) 1981 2.178 -3.438 1982 0.894 -2.298 1983 2.816 -1.285 1984 4.601 1.764 1985 3.646 0.451 1986 3.5 2.869 1987 3.689 2.081 1988 4.499 2.964 1989 3.72 1.712 1990 2.943 0.925 1991 1.459 0.91 1992 2.026 0.288 1993 2.004 0.178 1994 3.378 1.952 1995 3.288 1.745 1996 3.74 2.192 1997 4.032 2.45 1998 2.537 0.853 1999 3.529 2.261 2000 4.699 1.3 2001 2.209 0.954 2002 2.824 0.834 2003 3.628 2.012 2004 4.932 3.449 2005 4.453 1.938 2006 5.087 1.158 2007 5.2 1.082 2008 3 -0.53 2009 -0.8 -1.94 2010 3.9 1.28 2011 4.3 1.725

 

18 Asia Projected as a Growing Energy Consumer Asia Projected as a Growing Energy Consumer Energy Consumption by Region Quadrillion Btu Asian Energy Consumption as a Percentage of World Consumption Source: EIA, International Energy Outlook, 2009

 

19 Chinese Auto Demand - Another Leg for Crude Oil Growth Growth Growth In 2009 China become the world's largest car market Auto penetration in China is just 4% compared with 60%-80% in US, Europe and Japan Most cars bought with cash - consumer credit just beginning Private consumption in China low compared to U.S. - as credit develops and auto growth continues, incremental oil demand from individuals should be expected Chinese Automobile Growth CAGR: 17.9% Sources: CAAM, Nomura Securities, IMF Vehicles per Capita Compared to GDP Per Capita

 

20 Asia is the Dominant user of VLCC Vessels Source: Clarkson Research, Energy Information Administration * Represents data for the top ten spot trading routes for VLCCs in 2009 In the top 10 spot markets for 2009, VLCCs shipped 218 million metric tons of crude oil to Asian markets accounting for 76% of total global spot market demand.* 2009 VLCC Spot Fixtures by Delivery Area by Delivery Area by Delivery Area China accounts for 30% of the increase in oil transportation Transport of crude oil is trending towards long haul transport, bolstering VLCC demand Long-haul production has grown over 3 times as fast as short-haul production

 

21 VLCC Supply Orderbook Slippage and cancellations of 20%+ expected due to low rates and difficult credit environment Actual VLCC tanker non-deliveries in 2009 = 20% Actual VLCC tanker non-deliveries till June YTD = 20% Phase out of single hull vessels expected to accelerate Currently approximately 11.3% of the VLCC fleet is made up of single hull vessels VLCC scrapping through end of June 2010 equaled dwt 2.4 million, on an annualized basis equates to dwt 4.8 million which is double the 2009 scrapping level Legislative phase out requirements beginning in 2010 Low charter rate environment 164.4 m dwt 18.6 m dwt VLCC fleet Source: Clarksons LR2 Stack 11 Stack 12 Stack 13 Stack 14 Stack 15 Stack 16 2009 16.6 4.5 2010 17 2011 30.1 2012 10.5 2013 2.2 2014 0.3 World VLCC orderbook schedule (million dwt) Actual Non-deliveries Estimated deliveries

 

22 VLCC prices vs. TC rates Source: Clarksons Correlation (r): 1 yr TC Rate + NB Price - 0.77 1 yr TC Rate + 5 yr old price - 0.87

 

23 Product Market Overview

 

24 North America Europe Asia (ex-China) China Pacific Middle East Latin America FSU Africa East 23.2 14.6 10 8.5 7.7 7.2 6 3.9 3.2 Shift in Global Refinery Capacity... Source: International Energy Agency Medium-term oil market report, March 2010 Source: OPEC 2009 World Oil Outlook Asia-Pacific Middle East U.S. & Canada Latin America Africa Europe FSU 2.8 1.3 1 0.4 0.3 0.2 0.2 According to OPEC, refinery capacity is expected to increase by 6.1 million barrels per day for the period 2009-2015, of which over half of that capacity will be added in China New low-cost capacity in Asia will increasingly force rationalization of old high-cost capacity in the West, structurally favoring more long-haul products trade Due to the dislocation of refineries, the growth in ton miles of the transport of refined oil products in 2010 is expected to outpace the general demand for refined oil products, increasing the demand for product tankers Distillation capacity additions from existing projects (2009-2015) 2009 Global oil consumption 67% of new refining capacity is expected to come from Asia and the Middle East

 

25 Stack 1 Stack 2 Stack 4 Stack 5 Stack 6 Stack 7 Stack 8 Totals (invisible) Stack 9 Stack 10 Stack 11 Stack 12 Stack 13 Stack 14 Stack 15 Stack 16 2000 7220 1583 8803 2001 7528 1733 9261 2002 7140 1572 8712 2003 7814 1853 9667 2004 8504 2226 10730 2005 9299 2886 12185 2006 9562 3021 12583 2007 9719 3233 12952 2008 9149 3380 12529 2009 8976 3320 12296 ...is Driving Product Tanker Ton Mile Demand Major seaborne refined products trades - existing and prospective Caribbean- N. America Gasoline Naphtha Gas oil N. Europe-N. America Gasoline M. East-Europe Gas oil Jet Fuel S. Korea-Japan Gas oil Gasoline M. East-F. East Naphtha Intra-Asia Gas oil Naphtha Existing trade patterns Prospective trade patterns N. America- Europe Diesel M. East & India- U.S. West Coast M. East- N. America M. East- N. Europe Europe- M. East Gasoline Naphtha Gas oil Diesel Billion Ton Miles Source: Drewry Refined products Crude oil Refined Products Seaborne Ton-Mile Growth +8.6% CAGR

 

26 LR2 LR1 MR2 MR1 Stack 8 Totals (invisible) Stack 11 Stack 12 Stack 13 Stack 14 Stack 15 Stack 16 2009 6.715796 3.970507 2010 2.6 2.3 2 0.2 7.1 53.7 2011 2.4 3.2 1.5 0.5 7.6 55.7 2012 0.2 0.3 0.5 0 1 54.9 2013 0 0.2 0 0 0.2 53.9 2014 0.1 0.1 53 Supply Fundamentals are Improving World product tanker orderbook schedule (million dwt) Orderbook 56.4% actual product tanker non-deliveries for the first half of 2010 Actual product tanker non-deliveries in 2009 of 37% 2010 orderbook is declining with very few vessels ordered since Fall 2008 Phase out of single hull vessels expected to accelerate Currently approximately 12% of the product tanker fleet is single hull Through June 2010, 2.5 million dwt of product tankers have been scrapped, (approx.10% of the overall product tanker fleet, assuming an annualized rate) Legislative phase out requirements beginning in 2010 Low charter rate environment LR Vessels being refocused on dirty markets Number of LR vessels are expected to replace Panamax phase outs in the crude oil segment Creates demand for MR tankers for clean products Source: Drewry (March 2010) LR 2 MR 2 LR 1 MR 1 Growth as % of 2009 fleet: 13.7% 14.6% 2.0% 0.3% 0.3% (million dwt) Aging product tanker fleet (million dwt) LR2 LR1 Stack 9 Stack 10 Stack 11 Stack 12 Stack 13 Stack 14 Stack 15 Stack 16 >20 years of age 7.7 >25 years of age 3.9 Actual Non-deliveries 37% 2009 non-deliveries 10.7

 

27 Date 47-51K Product tanker Trough Peak Line 6 Line 7 Line 8 Line 9 Line 10 Line 11 Line 12 Line 13 Line 14 Line 15 Line 16 Annotations 1/1/1980 25 2/1/1980 25 3/1/1980 25 4/1/1980 25 5/1/1980 26 6/1/1980 26 7/1/1980 26 8/1/1980 26 9/1/1980 26 10/1/1980 26 11/1/1980 26 12/1/1980 26 1/1/1981 26 2/1/1981 26 60 3/1/1981 26 4/1/1981 26 5/1/1981 25 6/1/1981 25 7/1/1981 25 8/1/1981 25 9/1/1981 25 10/1/1981 25 11/1/1981 25 12/1/1981 23.75 1/1/1982 23.75 2/1/1982 22.75 3/1/1982 22.75 4/1/1982 22.75 5/1/1982 22.75 6/1/1982 22 7/1/1982 22 8/1/1982 22 9/1/1982 20 10/1/1982 18 11/1/1982 18 12/1/1982 18 60 1/1/1983 18 2/1/1983 17.5 3/1/1983 17.5 4/1/1983 18 5/1/1983 18 6/1/1983 18 7/1/1983 18 8/1/1983 18 9/1/1983 16.75 60 10/1/1983 16.75 11/1/1983 16.75 12/1/1983 16.75 1/1/1984 16.75 2/1/1984 16 3/1/1984 15.5 4/1/1984 15.5 5/1/1984 15 6/1/1984 15 7/1/1984 15 8/1/1984 14.5 9/1/1984 14.5 10/1/1984 14.5 11/1/1984 14.5 12/1/1984 14.25 1/1/1985 14.25 2/1/1985 14 3/1/1985 14 4/1/1985 14 5/1/1985 13.5 6/1/1985 13 7/1/1985 13 8/1/1985 13 9/1/1985 13 10/1/1985 13 11/1/1985 13 12/1/1985 13 1/1/1986 13 2/1/1986 13 3/1/1986 13 4/1/1986 13.5 5/1/1986 13.5 6/1/1986 13.5 7/1/1986 13.5 8/1/1986 14 9/1/1986 14 10/1/1986 14 11/1/1986 14 12/1/1986 14.5 1/1/1987 14.5 60 2/1/1987 14.5 3/1/1987 14.5 4/1/1987 14.5 5/1/1987 14.5 6/1/1987 14.5 7/1/1987 16 8/1/1987 17 9/1/1987 17.5 10/1/1987 18 11/1/1987 20 12/1/1987 20 1/1/1988 20 2/1/1988 21 3/1/1988 21 Cyclicality in the product tanker market Source: Drewry (1) For a 47-51K DWT MR2 products tanker Peak Trough Cycle 1 (04/1981 - 07/1992) MR2 Newbuilding prices1 Shipping cycles over time Cycle 2 (07/1992 - 04/2001) Cycle 3 (04/2001 - 08/2008) Cycle 4 (08/2008 - ?) Bottom Range Support: $33.5 million Last Value: $37 million Cycle 1 Cycle 2 Cycle 3 Cycle 4

 

28 Appendix

 

29 Existing Fleet Vessel Type Type DWT Year Built Year Built Net Charter Rate ($/day) Expiration Date Profit Share Colin Jacob LR1 Product Tanker LR1 Product Tanker 74,671 2007 2007 17,000 Jun-13 50% above $17,000 Ariadne Jacob LR1 Product Tanker LR1 Product Tanker 74,671 2007 2007 17,000 Jul-13 50% above $17,000 Vessels to be delivered Vessels to be delivered Vessels to be delivered DWT Delivery Date Delivery Date Chemical Tanker Chemical Tanker 25,000 Q3 2010 (1) Q3 2010 (1) Chemical Tanker Chemical Tanker 25,000 Q4 2010 (1) Q4 2010 (1) LR1 Product Tanker LR1 Product Tanker 75,000 Q4 2011 (1) Q4 2011 (1) LR1 Product Tanker LR1 Product Tanker 75,000 Q4 2011 (1) Q4 2011 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q1 2012 (1) Q1 2012 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q2 2012 (1) Q2 2012 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q3 2012 (1) Q3 2012 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q3 2012 (1) Q3 2012 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q4 2012 (1) Q4 2012 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q4 2012 (1) Q4 2012 (1) MR2 Product Tanker MR2 Product Tanker 50,000 Q4 2012 (1) Q4 2012 (1) Total Total 699,750 Purchase Options Purchase Options Purchase Options LR1 Product Tanker LR1 Product Tanker 75,000 Q4 2012 (1) Q4 2012 (1) LR1 Product Tanker LR1 Product Tanker 75,000 Q4 2012 (1) Q4 2012 (1) (1) Estimated delivery date

 

30 Vessel Vessel Type DWT Year Built Net Charter Rate ($/day) Expiration Date Profit Share Shinyo Splendor Shinyo Splendor VLCC 306,474 1993 38,019 5/18/2014 NO Shinyo Navigator Shinyo Navigator VLCC 300,549 1996 42,705 12/18/2016 NO C. Dream C. Dream VLCC 298,570 2000 29,625 (1) 3/15/2019 50% above $30,000 40% above $40,000 Shinyo Ocean Shinyo Ocean VLCC 281,395 2001 38,400 1/10/2017 50% above $43,500 Shinyo Kannika Shinyo Kannika VLCC 287,175 2001 38,025 2/17/2017 50% above $44,000 Shinyo Saowalak Shinyo Saowalak VLCC 298,000 2010 48,153 6/15/2025 35% above $54,388 40% above $59,388 50% above $69,388 Vessels to be Delivered Vessels to be Delivered Vessels to be Delivered Vessels to be Delivered N/B T3000-036 VLCC VLCC 298,000 Jun-11 48,153 6/15/2026 35% above $54,388 40% above $59,388 50% above $69,388 Total 2,070,163 VLCC Fleet (1) Vessel subchartered at $34,843/day over the next two years