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: May 12, 2011
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
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
Offering of Notes
On
May 12, 2011, Navios Maritime Acquisition Corporation (“Navios
Acquisition”) issued a press release
announcing its intent to offer approximately $105.0 million of first
priority ship mortgage notes due 2017. Also on such date, Navios
Acquisition issued a press release announcing the pricing
of $105.0 million aggregate principal amount of 8 5/8% first priority
ship mortgage notes due 2017 at 102.25% plus accrued interest from
May 1, 2011 (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 Notes are
identical to the $400.0 million of notes issued in October 2010 (the
“Existing Notes”) and will be secured by first priority
ship mortgages on seven very
large crude carrier vessels (including a new building VLCC expected
to be delivered in June 2011) owned by certain subsidiary guarantors. On the issue date of the Notes,
each of Navios Acquisition’s direct and indirect subsidiaries
will guarantee the Notes. The Notes and the Existing Notes will be
treated as a single class for all purposes under the indenture
including, without limitation, waivers, amendments, redemptions and other
offers to purchase and the Notes will rank evenly with the Existing
Notes. Since the Existing Notes have been registered under the
Securities Act, the Notes and the Existing Notes will have different
CUSIP numbers. Following the consummation of the exchange offer for
the Notes, it is expected that the Notes and the Existing Notes will
have the same CUSIP number. The sale of the Notes is expected
to be consummated on May 26, 2011, subject to customary closing conditions.
The net proceeds of the offering are intended to be used to finance
the acquisition of the VLCC scheduled for delivery in June 2011. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Report
and are incorporated herein by reference.
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. 333-151707 and 333-169320.
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.
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| NAVIOS MARITIME ACQUISITION CORPORATION |
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By:
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/s/ Angeliki Frangou |
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| Angeliki Frangou |
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| Chief Executive Officer |
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| Date: May 13, 2011 |
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