Navios Maritime Acquisition CORP (Form: 6-K, Received: 09/11/2019 16:20:45)

NAVIOS MARITIME ACQUISITION CORPORATION

Date: September 11, 2019

/s/ Angeliki Frangou

Angeliki Frangou

Chairman and Chief Executive Officer

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: September 11, 2019

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 Form 20-F or Form 40-F:

☒ Form 20-F ☐ 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 ☒

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 ☒

This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime Acquisition Corporation Registration Statements on Form F-3, File Nos. 333-170896 and 333-214739.

On August 29, 2019, Navios Maritime Acquisition Corporation (“Navios Acquisition”) entered into a sixth amendment (the “Sixth Amendment”) to the Management Agreement (as amended, the “Management Agreement”) with Navios Tankers Management Inc. The Sixth Amendment, among other changes, extends the duration of the Management Agreement until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party, and provides for payment of a termination fee by Navios Acquisition in the event the Management Agreement is terminated on or before December 31, 2024. The Sixth Amendment also sets forth the management fees for the period through December 31, 2019 and the two-year period commencing January 1, 2020, which management fees exclude dry-docking expenses, which are reimbursed at cost by Navios Acquisition: (a) $7,150 and $7,225, respectively, daily rate per owned LR1 product tanker vessel; (b) $6,500 and $6,825, respectively, daily rate per owned MR2 product tanker vessel and chemical tanker vessel; and (c) $9,500 and $9,650, respectively, daily rate per VLCC tanker vessel; and (d) effective in both periods, $50 per vessel daily rate for technical and commercial management services. Commencing January 1, 2022, the fees described in subsections (a) through (c) are subject to an annual increase of 3%, unless otherwise agreed. The Sixth Amendment is attached as Exhibit 4.1 to this report on Form 6-K (this “Report”) and is incorporated herein by reference.

On August 29, 2019, Navios Acquisition also entered into a second amendment (the “Second Amendment”) to the Administrative Services Agreement (as amended, the “Administrative Services Agreement”) with Navios Tankers Management Inc. to extend the duration of the Administrative Services Agreement until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party. The Second Amendment also provides for payment of a termination fee by Navios Acquisition in the event the Administrative Services Agreement is terminated on or before December 31, 2024. The Second Amendment is attached as Exhibit 4.2 to this Report and 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.

EXHIBIT INDEX


Exhibit No.		Exhibit

4.1		Amendment No. 6 to the Management Agreement, dated as of August 29, 2019

4.2		Amendment No. 2 to the Administrative Services Agreement, dated as of August 29, 2019

Exhibit 4.1

SIXTH AMENDMENT TO THE MANAGEMENT AGREEMENT

This SIXTH AMENDMENT TO THE MANAGEMENT AGREEMENT (this “Amendment”), dated as of August 29, 2019 is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“NMAC”) and Navios Tankers Management Inc., a Marshall Islands corporation (“Tankers Management”, and together with NMAC, the “Parties”) and amends the Management Agreement (including all amendments thereto, the “Agreement”) entered into between NMAC and Navios Shipmanagement Inc. (“Shipmanagement”) on May 28, 2010 as such Agreement was assigned to Tankers Management via an assignment agreement among the Parties and Shipmanagement dated September 10, 2010 and subsequently amended. 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 Parties desire to amend the Agreement.

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:

In Section 1, Definitions, add the following definition:

“Termination Fee” means the Fixed Daily Fees and the Management Fees for the full calendar year preceding the termination date.

The fourth paragraph of the first page of the Agreement shall be amended and restated in its entirety as follows:

“NOW THEREFORE, the parties agree that, in consideration for the Manager providing the commercial and technical management services set forth in Schedule “A” to this Agreement (the “Services”), and subject to the Terms and Conditions set forth in Article I attached hereto, Navios Acquisition shall pay to the Manager the fees set forth in Schedule “B” to this Agreement (the “Fees”) and, if applicable, the Extraordinary Fees and Costs.

The first paragraph of Section 6 of Article I shall be amended and restated in its entirety as follows:

“Section 6: Service Fee/Reimbursement of Costs and Expenses. In consideration for the Manager providing the Services, Navios Acquisition shall pay the Manager the Fees as set out in Schedule “B” to this Agreement and the Extraordinary Fees and Costs, if applicable.

Section 9, paragraph 1 is hereby amended and substituted in its entirety:

Section 9. Term and Termination. With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue until January 1, 2025 and shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred and twenty (120) days’ notice if:

At the end of the second last paragraph of Section 9, the following paragraph shall be inserted:

If the Agreement is terminated on or before December 31, 2024, the Termination Fee is immediately due and payable to the Manager.

The first paragraph of Schedule “B” shall be amended and restated in its entirety as follows:

“In consideration for the provision of the Services listed in Schedule “A” by the Manager to Navios Acquisition, Navios Acquisition shall pay the Manager:

Until December 31, 2019 a fixed daily fee of US$7,150 per owned LR1 product tanker vessel, $6,500 per owned MR2 product tanker vessel and chemical tanker vessel, and $9,500 per VLCC tanker vessel, payable on the last day of each month.

Commencing January 1, 2020, a fixed daily fee of US$7,225 per owned LR1 product tanker vessel, $6,825 per owned MR2 product tanker vessel and chemical tanker vessel, and $9,650 per VLCC tanker vessel, payable on the last day of each month for two years (months one to twenty-four) (the “Fixed Daily Fee”); unless the parties agree otherwise, for each 12 month period after such two years, a 3% increase of the Fixed Daily Fee per Owned Vessel. Navios Acquisition’s payment to the Manager for dry-docking expenses shall be at-cost for all vessels.

a technical and commercial management daily fee of $50 per Vessel (the “Management Fee”)

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.

Effect. Unless the context otherwise requires, the Agreement and this Amendment shall be read together and shall have effect as if the provisions of the Agreement 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.

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.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

NAVIOS MARITIME ACQUISITION CORPORATION

/s/ Leonidas Korres

By: Leonidas Korres

Title: Chief Financial Officer

NAVIOS TANKERS MANAGEMENT INC.

/s/ Efstratios Desypris

By: Efstratios Desypris

Title: President/Director

[Signature Page - Amendment to Management Agreement]

Exhibit 4.2

AMENDMENT No. 2 TO ADMINSTRATIVE SERVICES AGREEMENT

This AMENDMENT No. 2 TO ADMINSTRATIVE SERVICES AGREEMENT (this “Amendment”), dated as of August 29, 2019 is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“NMAC”) and Navios Tankers Management Inc., a Marshall Islands corporation (“NTM”, and together with NMAC, the “Parties”) and amends the Management Agreement (the “Agreement”) entered into between the Parties on May 28, 2010 as amended, assigned or novated from time-to-time. 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 Parties desire to amend the Agreement.

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:

In Section 1, Definitions, add the following definition:

“Termination Fee” means the Cost and Expenses for the full calendar year preceding the termination date;

Section 10 paragraph 1 of the Agreement shall be amended and restated as follows:

“Term And Termination. This Agreement shall have a term until January 1, 2025 and shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred and twenty (120) days’ notice if:”

At the end of the second last paragraph of Section 10, the following paragraph shall be inserted:

If the Agreement is terminated on or before December 31, 2024, the Termination Fee is immediately due and payable to NTM.

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.

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.

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.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

NAVIOS MARITIME ACQUISITION CORPORATION

/s/ Leonidas Korres

By: Leonidas Korres

Title: Chief Financial Officer

NAVIOS TANKERS MANAGEMENT INC.

/s/ Efstratios Desypris

By: Efstratios Desypris

Title: President/Director

[Signature Page - Amendment to Administrative Services Agreement]