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:
October 21, 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
This Report on
Form 6-K is hereby incorporated by reference into the Navios Maritime
Acquisition Corporations Registration Statements on Form F-3, File Nos. 333-151707
and 333-169320.
Closing of Note Offering
On October 21, 2010, Navios Maritime Acquisition Corporation (Navios Acquisition) announced
the completion of the sale of $400.0 million aggregate principal amount of
85/8% first priority ship mortgage notes due 2017 (the Secured
Notes) of Navios Acquisition and Navios Acquisition Finance (US) Inc. (Acquisition Finance and,
together with Navios Acquisition, the Co-Issuers). A copy of the press release is furnished as
Exhibit 99.1 to this Report and is incorporated herein by reference. Interest on the Secured Notes
will be payable each year on May 1 and November 1, commencing on May 1, 2011. At any time before
November 1, 2013, the Co-Issuers may redeem up to 35% of the aggregate principal amount of the
Secured Notes with the net proceeds of a public equity offering at 108.625% of the principal amount
of the Secured Notes, plus accrued and unpaid interest and any additional interest as set forth in
the Secured Notes, if any, so long as at least 65% of the originally issued aggregate principal
amount of the Secured Notes remains outstanding after such redemption and such redemption occurs
not more than 180 days after the date of the closing of the relevant equity offering. In addition,
the Co-Issuers have the option to redeem the Secured Notes in whole or in part, at any time (1)
before November 1, 2013, at a redemption price equal to 100% of the principal amount plus a make
whole price that is based on a formula calculated using a discount rate of treasury bonds plus 50
basis points, and (2) on or after November 1, 2013, at redemption prices as set forth in the
indenture. The Co-Issuers also have the option to redeem the Secured Notes in whole but not in
part at 100% of the principal amount of the Secured Notes, plus accrued and unpaid interest and any
additional interest, upon certain changes in law that would trigger the payment of withholding
taxes. Furthermore, upon the occurrence of certain change of control events, the holders of the
Secured Notes may require the Co-Issuers to repurchase some or all of the Secured Notes at 101% of
their face amount, plus accrued and unpaid interest to the repurchase date.
The Secured Notes are the senior obligations of the Co-Issuers and rank equal in right of
payment to all of their existing and future senior indebtedness and senior in right of payment to
all of its existing and future subordinated indebtedness. The Secured Notes are fully and
unconditionally guaranteed, jointly and severally, by all of Navios Acquisitions direct and
indirect subsidiaries (other than Acquisition Finance). The guarantees of Navios Acquisitions
subsidiaries that own mortgaged vessels are senior secured guarantees to the extent of the value of
the collateral securing such guarantee and the guarantees of our subsidiaries that do not own
mortgaged vessels are senior unsecured guarantees. The Secured Notes are secured by first priority
ship mortgages on six very large crude carrier vessels owned by certain subsidiary guarantors and
certain other associated property and contract rights. The indenture contains restrictive
covenants that limit, among other things, the ability of the Co-Issuers and their subsidiaries to
incur additional indebtedness, pay dividends and make distributions on common and preferred stock,
make other restricted payments, make investments, incur liens, consolidate, merge, sell or
otherwise dispose of all or substantially all of their assets and enter into certain transactions
with affiliates, in each case, subject to exclusions, and other customary covenants. The indenture
also contains customary events of default. Additional terms and conditions of the Secured Notes
are contained in the indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein
by reference.
In addition, the Co-Issuers and the guarantors have entered into a Registration Rights
Agreement dated as of October 21, 2010, with the parties identified therein, which agreement is
attached hereto as Exhibit 10.1, and is incorporated herein by reference. Under the Registration
Rights Agreement, the Co-Issuers and the guarantors have agreed to: (a) prepare and file a
registration statement on or before May 19, 2011 (the Outside Date) enabling the holders of the
Secured Notes to exchange the privately placed Secured Notes for publicly registered notes with
substantially identical terms (other than provisions with respect to payment of additional interest
upon a registration default); (b) use their commercially reasonable efforts to have such
registration statement declared effective not later than 120 days after the Outside Date; (c) use
their commercially reasonable efforts to complete the exchange offer no later than 185 days after
the Outside Date; and (d) file a shelf registration statement for the resale of the Secured Notes
if the Co-Issuers and the guarantors cannot effect an exchange offer within the time periods listed
above and in other circumstances.