Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 13, and by Amendment No. 1 filed on April 26, 2010, Amendment No. 2
filed on April 29, 2010, Amendment No. 3 filed on April 30, 2010, Amendment No. 4 filed on May 5, 2010, Amendment No. 5 filed on May 26, 2010, Amendment No. 6 filed on August 6, 2010, Amendment No. 7
filed on September 15, 2010, Amendment No. 8 filed on July 20, 2011, Amendment No. 9 filed on March 27, 2013, Amendment No.10 filed on March 30, 2015, Amendment No. 11 filed on September 27, 2016, and
Amendment No. 12 filed on November 28, 2017 all other provisions of the Schedule 13D filed by Navios Holdings and Ms. Angeliki Frangou on April 8, 2010 (the
Original Schedule 13D
) remain in full force and
effect. The Original Schedule 13D together with each of the Amendments thereto is referred to herein as the Schedule 13D. Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the
Original Schedule 13D.
This Amendment No. 13 is being filed to disclose the change in the Reporting Persons Shares of Common Stock as
described in Item 5 of this Amendment No. 13.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4 of this Amendment No. 13 is incorporated by reference.
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby supplemented to include the following:
Closing of the Merger
On December 13, 2018, the Issuer completed the merger (the
Merger
) contemplated by the previously announced Agreement and Plan of
Merger, (the
Merger Agreement
), dated as of October 7, 2018, by and among the Issuer, its direct wholly-owned subsidiary NMA Sub LLC (
Merger Sub
), Navios Maritime Midstream Partners L.P.
(
NAP
) and Navios Midstream Partners GP LLC (the
NAP General Partner
). Pursuant to the Merger Agreement, Merger Sub merged with and into NAP (the
Merger
), with NAP surviving as a wholly-owned
subsidiary of the Issuer.
Pursuant to the terms of the Merger Agreement, each outstanding Common Unit representing limited partner interests in NAP held
by a Common Unit holder other than the issuer, NAP or their respective subsidiaries (the
NAP Public Units
) was converted into the right to receive 0.42 shares of the Issuers common stock.
Prior to the closing of transactions contemplated by the Merger Agreement, the Reporting Person owned 65,301,220 shares of Common Stock of the Issuer,
representing 45.29% of the Issuer. As a result of the Merger, approximately 3,683,028 shares of the Issuers common stock were issued to former holders of NAP Public Units. As a result of the closing, the Reporting Persons beneficial
ownership changed to 44.20%.
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not
purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit F and the terms of which are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items
5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)-(b) As a result of the Merger, the Reporting Person, for
the purposes of Rule
13d-3
under the Exchange Act, beneficially owns 44.20% of the Issuers Common Stock and has sole power to vote and dispose of 100% of such Common Stock.
(c) Except as described herein, the Reporting Person has not affected any transactions in the Issuers Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby supplemented to incorporate by reference, Item 4 of this Amendment No. 13.
Item 7. Material to be Filed as Exhibits.
Item 7 of
the Schedule 13D is hereby supplemented to include the following:
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F
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Agreement and Plan of Merger, dated October 7, 2018, by and among Navios Maritime Acquisition Corporation,
NMA Sub LLC, Navios Maritime Midstream Partners L.P. and Navios Maritime Midstream Partners GP LLC (previously filed as a Report on Form
6-K
filed on October 9, 2018 and hereby incorporated by reference)
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