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 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: April 3, 2014
Commission File Number 001-34104
NAVIOS MARITIME ACQUSITION 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 Form 20-F or Form 40-F:
Form 20-F x 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 x
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 x
On March 31, 2014, Navios Maritime Acquisition Corporation (Navios Acquisition or the Company) issued a press release announcing that the Company and Navios Acquisition Finance (US) Inc. (together with Navios Acquisition, the Co-Issuers) completed a private offering of $60 million in aggregate principal amount of 8.125% First Priority Ship Mortgage Notes due 2021 (the Notes). The Company intends to use the net proceeds of the offering for general corporate purposes, including to replace cash on its balance sheet that was used to partially finance the acquisition cost of the Nave Buena Suerte, which was previously delivered on March 10, 2014. The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
The terms of the Notes are identical to the terms of the $610 million of 8.125% First Priority Ship Mortgage Notes due 2021 that were issued in November 2013 (the Existing Notes) pursuant to the indenture dated November 13, 2013, among the Co-Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral trustee (the Indenture). Each of the Companys direct and indirect subsidiaries that guarantees the Existing Notes also guarantees the Notes. The Notes and the Existing Notes have the same terms and ranking and are treated as a single class for all purposes under the Indenture (including, without limitation, waivers, amendments, redemptions and other offers to purchase). The third supplemental indenture to the Indenture in respect of the Notes is attached as Exhibit 4.3 to this Report and is incorporated herein by reference.
Additionally, on January 8, 2014 and February 20, 2014, the Co-Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral trustee, entered into the first supplemental indenture to the Indenture and the second supplemental indenture to the Indenture, respectively, to add the entities identified therein as guarantors. A copy of the first supplemental indenture and the second supplemental indenture are attached as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
This Report is hereby incorporated by reference into Navios Acquisitions Registration Statement on Form F-3, File No. 333-191266.
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 | ||||||||
Date: April 3, 2014 | By: |
/s/ Angeliki Frangou |
||||||
Name: | Angeliki Frangou | |||||||
Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit
|
Exhibit |
|
4.1 | First Supplemental Indenture, dated January 8, 2014 | |
4.2 | Second Supplemental Indenture, dated February 20, 2014 | |
4.3 | Third Supplemental Indenture, dated March 31, 2014 | |
99.1 | Press Release dated March 31, 2014 |
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture ), dated as of January 8, 2014, among Navios Maritime Acquisition Corporation, a Marshall Islands corporation, (the Company ), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the Co-Issuers ), and Lefkada Shipping Corporation, Kerkyra Shipping Corporation, and Zakynthos Shipping Corporation, (each a Guaranteeing Subsidiary ), each a Marshall Islands corporation and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the Trustee ) and as collateral trustee (or its permitted successor) under the Indenture referred to below (the Collateral Trustee ).
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the Indenture ), dated as of November 13, 2013 providing for the issuance of 8.125% First Priority Ship Mortgage Notes due 2021 (the Notes );
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee ); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.
4. NEW YORK LAW TO GOVERN. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
LEFKADA SHIPPING CORPORATION | ||||
KERKYRA SHIPPING CORPORATION | ||||
ZAKYNTHOS SHIPPING CORPORATION | ||||
By: |
/s/ Anna Kalathakis |
|||
Name: Anna Kalathakis | ||||
Title: Treasurer/Director | ||||
NAVIOS MARITIME ACQUISITION
|
||||
By: |
/s/ Vasiliki Papaefthymiou |
|||
Name: Vasiliki Papaefthymiou | ||||
Title: Secretary | ||||
NAVIOS ACQUISITION FINANCE (US) INC. |
||||
By: |
/s/ Vasiliki Papaefthymiou |
|||
Name: Vasiliki Papaefthymiou | ||||
Title: President/Secretary | ||||
DONOUSSA SHIPPING CORPORATION | ||||
SCHINOUSA SHIPPING CORPORATION | ||||
SIKINOS SHIPPING CORPORATION | ||||
LIMNOS SHIPPING CORPORATION | ||||
SKYROS SHIPPING CORPORATION | ||||
ALONNISOS SHIPPING CORPORATION | ||||
MAKRONISOS SHIPPING CORPORATION | ||||
IRAKLIA SHIPPING CORPORATION | ||||
THASOS SHIPPING CORPORATION | ||||
SAMOTHRACE SHIPPING CORPORATION | ||||
PAXOS SHIPPING CORPORATION | ||||
ANTIPAXOS SHIPPING CORPORATION | ||||
OINOUSSES SHIPPING CORPORATION | ||||
ANTIPSARA SHIPPING CORPORATION | ||||
PSARA SHIPPING CORPORATION |
KITHIRA SHIPPING CORPORATION | ||||
ANTIKITHIRA SHIPPING CORPORATION | ||||
AMINDRA NAVIGATION CO. | ||||
SERIFOS SHIPPING CORPORATION | ||||
FOLEGANDROS SHIPPING CORPORATION | ||||
By: |
/s/ Anna Kalathakis |
|||
Name: Anna Kalathakis | ||||
Title: Treasurer/Director | ||||
SHINYO DREAM LIMITED | ||||
SHINYO KANNIKA LIMITED | ||||
SHINYO LOYALTY LIMITED | ||||
SHINYO NAVIGATOR LIMITED | ||||
SHINYO OCEAN LIMITED | ||||
SHINYO SAOWALAK LIMITED | ||||
SHINYO KIERAN LIMITED | ||||
By: |
/s/ Alexandros Laios |
|||
Name: Alexandros Laios | ||||
Title: Director | ||||
AEGEAN SEA MARITIME HOLDINGS INC. | ||||
THERA SHIPPING CORPORATIONTINOS SHIPPING CORPORATION | ||||
AMORGOS SHIPPING CORPORATION | ||||
ANDROS SHIPPING CORPORATION | ||||
ANTIPAROS SHIPPING CORPORATION | ||||
CRETE SHIPPING CORPORATION | ||||
IKARIA SHIPPING CORPORATION | ||||
IOS SHIPPING CORPORATION | ||||
KOS SHIPPING CORPORATION | ||||
MYTILENE SHIPPING CORPORATION | ||||
RHODES SHIPPING CORPORATION | ||||
SIFNOS SHIPPING CORPORATION | ||||
SKIATHOS SHIPPING CORPORATION | ||||
SKOPELOS SHIPPING CORPORATION | ||||
SYROS SHIPPING CORPORATION | ||||
By: |
/s/ George Achniotis |
|||
Name: George Achniotis | ||||
Title: President/ Director |
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
|
||||
By: |
/s/ Martin Reed |
|||
Name: Martin Reed | ||||
Title: Vice President | ||||
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
|
||||
By: |
/s/ Martin Reed |
|||
Name: Martin Reed | ||||
Title: Vice President |
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture ), dated as of February 20, 2014, among Navios Maritime Acquisition Corporation, a Marshall Islands corporation, (the Company ), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the Co-Issuers ), and Navios Acquisition Europe Finance Inc. (the Guaranteeing Subsidiary ), a Marshall Islands corporation and a direct subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the Trustee ) and as collateral trustee (or its permitted successor) under the Indenture referred to below (the Collateral Trustee ).
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the Indenture ), dated as of November 13, 2013 providing for the issuance of 8.125% First Priority Ship Mortgage Notes due 2021 (the Notes );
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which a Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee ); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Co-Issuers, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.
4. NEW YORK LAW TO GOVERN. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.
NAVIOS ACQUISITION EUROPE FINANCE INC., | ||
as guarantor | ||
By: |
/s/ Alexandros Laios |
|
Name: Alexandros Laios | ||
Title: Secretary /Director | ||
NAVIOS MARITIME ACQUISITION CORPORATION | ||
By: |
/s/ Anna Kalathaki |
|
Name: Anna Kalathaki | ||
Title: Director | ||
NAVIOS ACQUISITION FINANCE (US) INC. | ||
By: |
/s/ Vasiliki Papaefthymiou |
|
Name: Vasiliki Papaefthymiou | ||
Title: Director | ||
LEFKADA SHIPPING CORPORATION | ||
KERKYRA SHIPPING CORPORATION | ||
ZAKYNTHOS SHIPPING CORPORATION | ||
DONOUSSA SHIPPING CORPORATION | ||
SCHINOUSA SHIPPING CORPORATION | ||
SIKINOS SHIPPING CORPORATION | ||
LIMNOS SHIPPING CORPORATION | ||
SKYROS SHIPPING CORPORATION | ||
ALONNISOS SHIPPING CORPORATION | ||
MAKRONISOS SHIPPING CORPORATION | ||
IRAKLIA SHIPPING CORPORATION | ||
THASOS SHIPPING CORPORATION | ||
SAMOTHRACE SHIPPING CORPORATION | ||
PAXOS SHIPPING CORPORATION | ||
ANTIPAXOS SHIPPING CORPORATION | ||
OINOUSSES SHIPPING CORPORATION | ||
ANTIPSARA SHIPPING CORPORATION | ||
PSARA SHIPPING CORPORATION | ||
KITHIRA SHIPPING CORPORATION | ||
ANTIKITHIRA SHIPPING CORPORATION | ||
AMINDRA NAVIGATION CO. | ||
SERIFOS SHIPPING CORPORATION | ||
FOLEGANDROS SHIPPING CORPORATION, as guarantors |
||
By: |
/s/ Alexandros Laios |
|
Name: Alexandros Laios | ||
Title: Director |
SHINYO DREAM LIMITED | ||
SHINYO KANNIKA LIMITED | ||
SHINYO LOYALTY LIMITED | ||
SHINYO NAVIGATOR LIMITED | ||
SHINYO OCEAN LIMITED | ||
SHINYO SAOWALAK LIMITED, as guarantors |
||
By: |
/s/ Alexandros Laios |
|
Name: Alexandros Laios | ||
Title: Director | ||
AEGEAN SEA MARITIME HOLDINGS INC. | ||
THERA SHIPPING CORPORATION | ||
TINOS SHIPPING CORPORATION | ||
AMORGOS SHIPPING CORPORATION | ||
ANDROS SHIPPING CORPORATION | ||
ANTIPAROS SHIPPING CORPORATION | ||
CRETE SHIPPING CORPORATION | ||
IKARIA SHIPPING CORPORATION | ||
IOS SHIPPING CORPORATION | ||
KOS SHIPPING CORPORATION | ||
MYTILENE SHIPPING CORPORATION | ||
RHODES SHIPPING CORPORATION | ||
SIFNOS SHIPPING CORPORATION | ||
SKIATHOS SHIPPING CORPORATION | ||
SKOPELOS SHIPPING CORPORATION | ||
SYROS SHIPPING CORPORATION, as guarantors |
||
By: |
/s/ Anna Kalathaki |
|
Name: Anna Kalathaki | ||
Title: Director |
[Signature Page to Second Supplemental Indenture]
SHINYO KIERAN LIMITED | ||
By: |
/s/ Leonidas Korres |
|
Name: Leonidas Korres | ||
Title: Director |
[Signature Page to Second Supplemental Indenture]
WELLS FARGO BANK, NATIONAL | ||
ASSOCIATION, as Trustee |
||
By: |
/s/ Martin Reed |
|
Name: Martin Reed | ||
Title: Vice President | ||
WELLS FARGO BANK, NATIONAL | ||
ASSOCIATION, as Collateral Trustee |
||
By: |
/s/ Martin Reed |
|
Name: Martin Reed | ||
Title: Vice President |
[Signature Page to Second Supplemental Indenture]
Exhibit 4.3
EXECUTION VERSION
THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture ), dated as of March 31, 2014, among Navios Maritime Acquisition Corporation, a Marshall Islands corporation, (the Company ), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the Co-Issuers ), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the Trustee ) and as collateral trustee (or its permitted successor) under the Indenture referred to below (the Collateral Trustee ).
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee that certain indenture (as amended and supplemented, the Indenture ), dated as of November 13, 2013 providing for the issuance of 8.125% First Priority Ship Mortgage Notes due 2021 (the Notes );
WHEREAS, Section 9.01(7) of the Indenture provides, among other things, that the Co-Issuers, the Guarantors, the Trustee and the Collateral Trustee, as applicable, may amend, waive, supplement or otherwise modify the Indenture, the Notes, the Note Guarantees, any Security Document or any other agreement or instrument entered into in connection with the Indenture without notice to or consent of any Holder of a Note to provide for the issuance of Additional Notes in accordance with the terms of the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Collateral Trustee are authorized to execute and deliver this Third Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Co-Issuers, the Guarantors, the Trustee and the Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. ADDITIONAL NOTES. On or after the date hereof, the Co-Issuers shall issue $60,000,000 in aggregate principal amount of Additional Notes which shall be considered Notes for all purposes under the Indenture. The Additional Notes and the Trustees certificate of authentication shall be substantially in the form included in the Indenture. For the avoidance of doubt, it is hereby confirmed and acknowledged that the Parallel Debt (as defined in Section 11.13 of the Indenture) includes an amount equal to any and all sums of money from time to time due by the Co-Issuers or any Guarantor in accordance with the terms of the Additional Notes.
3. RATIFICATION. Except as expressly amended and supplemented by this Third Supplemental Indenture, each provision of the Indenture (including any pledge or grant of security interests, mortgages or other liens on the Co-Issuers and Guarantors assets, including, without limitation, the grant of the security interest and lien on the Co-Issuers in all of their right, title and interest in the Collateral, as security for the obligations under the Indenture and the Notes as described therein) shall remain in full force and effect, and the Indenture is in all respects agreed to, ratified and confirmed by each of the Co-Issuers, the Guarantors, the Trustee, Collateral Agent, Registrar and Paying Agent.
4. NEW YORK LAW TO GOVERN. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the date first above written.
NAVIOS MARITIME ACQUISITION CORPORATION | ||
By: |
/s/ Leonidas Korres |
|
Name: Leonidas Korres | ||
Title: Chief Financial Officer | ||
NAVIOS ACQUISITION FINANCE (US) INC. | ||
By: |
/s/ Vasiliki Papaefthymiou |
|
Name: Vasiliki Papaefthymiou | ||
Title: President/Secretary |
[Signature Page to Supplemental Indenture]
GUARANTORS: | ||
LEFKADA SHIPPING CORPORATION | ||
KERKYRA SHIPPING CORPORATION | ||
ZAKYNTHOS SHIPPING CORPORATION | ||
DONOUSSA SHIPPING CORPORATION | ||
SCHINOUSA SHIPPING CORPORATION | ||
SIKINOS SHIPPING CORPORATION | ||
LIMNOS SHIPPING CORPORATION | ||
SKYROS SHIPPING CORPORATION | ||
ALONNISOS SHIPPING CORPORATION | ||
MAKRONISOS SHIPPING CORPORATION | ||
IRAKLIA SHIPPING CORPORATION | ||
THASOS SHIPPING CORPORATION | ||
SAMOTHRACE SHIPPING CORPORATION | ||
PAXOS SHIPPING CORPORATION | ||
ANTIPAXOS SHIPPING CORPORATION | ||
OINOUSSES SHIPPING CORPORATION | ||
ANTIPSARA SHIPPING CORPORATION | ||
PSARA SHIPPING CORPORATION | ||
KITHIRA SHIPPING CORPORATION | ||
ANTIKITHIRA SHIPPING CORPORATION | ||
AMINDRA NAVIGATION CO. | ||
SERIFOS SHIPPING CORPORATION | ||
FOLEGANDROS SHIPPING CORPORATION | ||
NAVIOS ACQUISITION EUROPE FINANCE INC. | ||
By: |
/s/ Alexandros Laios |
|
Name: Alexandros Laios | ||
Title: Secretary /Director | ||
SHINYO DREAM LIMITED | ||
SHINYO KANNIKA LIMITED | ||
SHINYO LOYALTY LIMITED | ||
SHINYO NAVIGATOR LIMITED | ||
SHINYO OCEAN LIMITED | ||
SHINYO SAOWALAK LIMITED | ||
SHINYO KIERAN LIMITED | ||
By: |
/s/ Alexandros Laios |
|
Name: Alexandros Laios | ||
Title: Director |
[Signature Page to Supplemental Indenture]
GUARANTORS: | ||
AEGEAN SEA MARITIME HOLDINGS INC. | ||
By: |
/s/ Vasiliki Papaefthymiou |
|
Name: Vasiliki Papaefthymiou |
||
Title: Secretary/Director |
||
THERA SHIPPING CORPORATION | ||
TINOS SHIPPING CORPORATION | ||
AMORGOS SHIPPING CORPORATION | ||
ANDROS SHIPPING CORPORATION | ||
ANTIPAROS SHIPPING CORPORATION | ||
CRETE SHIPPING CORPORATION | ||
IKARIA SHIPPING CORPORATION | ||
IOS SHIPPING CORPORATION | ||
KOS SHIPPING CORPORATION | ||
MYTILENE SHIPPING CORPORATION | ||
RHODES SHIPPING CORPORATION | ||
SIFNOS SHIPPING CORPORATION | ||
SKIATHOS SHIPPING CORPORATION | ||
SKOPELOS SHIPPING CORPORATION | ||
SYROS SHIPPING CORPORATION | ||
By: |
/s/ George Achniotis |
|
Name: George Achniotis |
||
Title: President/Director |
[Signature Page to Supplemental Indenture]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
By: |
/s/ Martin Reed |
|
Name: Martin Reed |
||
Title: Vice President |
||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee |
||
By: |
/s/ Martin Reed |
|
Name: Martin Reed |
||
Title: Vice President |
[Signature Page to the Supplemental Indenture]
Exhibit 99.1
Navios Maritime Acquisition Corporation Announces Closing of $60 Million 8.125% First Priority Ship Mortgage Notes Due 2021
MONACO (Marketwired) 03/31/14 Navios Maritime Acquisition Corporation (Navios Acquisition or the Company) (NYSE: NNA) announced today that the Company and Navios Acquisition Finance (US) Inc., its wholly owned finance subsidiary, completed the sale of $60 million of 8.125% first priority ship mortgage notes due 2021 (the Notes). The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.
The terms of the Notes are identical to the $610 million of notes issued in November 2013 (the Existing Notes) and, as of closing, are secured by first priority ship mortgages on 11 vessels owned by certain subsidiary guarantors and certain associated property and contract rights. Each of Navios Acquisitions direct and indirect subsidiaries that guarantee the Existing Notes guarantee the Notes. The Notes and the Existing Notes have the same terms and ranking and are treated as a single class for all purposes under the indenture (including, without limitation, waivers, amendments, redemptions and other offers to purchase).
The Company intends to use the net proceeds of the offering for general corporate purposes, including to replace cash on its balance sheet that was used to partially finance the acquisition cost of the Nave Buena Suerte, which was previously delivered on March 10, 2014.
The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and does not constitute an offer, solicitation or sale of any Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Navios Maritime Acquisition Corporation
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 and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Acquisitions 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 crude oil, 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 Acquisitions 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 Acquisitions 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
+1.212.906.8644
info@navios-acquisition.com