UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Navios Maritime Acquisition Corporation
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
Y62159101
(CUSIP Number)
Vasiliki Papaefthymiou
Navios Maritime Holdings Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
+30-210-4595000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
April 27, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.þ
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
| |
|
|
|
|
|
| 1 |
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Navios Maritime Holdings Inc. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| |
(a) o |
| |
(b) þ |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS* |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Republic of the Marshall Islands
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
12,045,513(1) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
0 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
12,045,513(1) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| |
|
| |
12,045,513(1) |
| |
|
|
| 12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) |
| |
|
| |
38.1%(1) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON* |
| |
|
| |
CO |
(1) Does
not include 6,035,000 shares of common stock issuable upon exercise of warrants underlying the
sponsor units, which are not currently exercisable and will not become exercisable within 60 days.
Also does not include 7,600,000 shares of common stock issuable upon exercise of the private placement warrants,
which are not currently exercisable, but which may become exercisable within the next 60 days if the acquisition of vessels
(the “Acquisition”) is approved and consummated. If the Acquisition is consummated,
Navios Maritime Holdings Inc. will beneficially own 19,645,513 shares of common stock, which would represent 50.1% of
the Issuer’s outstanding common stock as of April 8, 2010.
Page 2 of 6 pages
Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 2, and by Amendment No. 1
filed on April 26, 2010 (“Amendment No. 1”), all other provisions of the Schedule 13D filed by the
Reporting Persons on April 8, 2010 (the “Original Schedule 13D”) remain in full force and effect.
Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to
them in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. 2 amends and restates Item 3 of the Original Schedule 13D as set forth
below:
The source of funds for any purchases made by the Reporting Persons shall be the Reporting
Persons’ working capital, or personal funds in the case of Ms. Frangou.
Holdings used an aggregate of $59,879,250.23 from its working capital to fund the Common Stock
purchases subject to and described in this Amendment No. 2.
Item 4. Purpose of Transaction
This Amendment No. 2 supplements Item 4 of the Original Schedule 13D and Amendment No. 1 by
inserting the following paragraph immediately after the last paragraph of Item 4 of Amendment No.
1:
On April 21, 2010, Holdings purchased 1,747,788 shares of Common Stock in a privately
negotiated transaction at a price of $9.99 per share, for an aggregate purchase price of
$17,442,924.24.
Item 5. Interest in Securities of the Issuer
This Amendment No. 2 amends and restated Items 5(a)-(c) of the Original Schedule 13D as set
forth below:
(a), (b) As of April 27, 2010, Holdings beneficially owns 12,045,513 shares of the Issuer’s
Common Stock, which does not include 7,600,000 shares of Common Stock issuable upon exercise of
private placement warrants, which are not currently exercisable, but which may become exercisable
within the next 60 days if the Acquisition is approved and consummated, and does not include
6,035,000 shares of Common Stock issuable upon exercise of warrants underlying the sponsor units,
which are not currently exercisable and will not become exercisable within 60 days. The warrants
underlying the sponsor units are not exercisable unless and until the reported last sale price of
the Common Stock equals or exceeds $13.75 per share for any 20 days within any 30-trading day
period beginning 90 days after the initial business combination. Angeliki Frangou
beneficially owns 200,000 shares of the Issuer’s Common Stock. Ms. Frangou is Chairman of the Board
of Directors, Chief Executive Officer and a principal stockholder of Holdings. Holdings, Amadeus
and Angeliki Frangou may be deemed members of a “group” for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Frangou disclaims beneficial
ownership of any shares of Common Stock owned by Holdings and Holdings disclaims beneficial
ownership of any shares of Common Stock owned by Ms. Frangou or Amadeus, other than those shares of
Common Stock for which such Reporting Person may exercise direct voting or dispositive power. The
filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is,
for any purpose, the beneficial owner of any securities that are owned by any other Reporting
Persons.
(c) The following transactions, the aggregate number of which are reported herein, were
effected during the past 60 days:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Shares of Common Stock |
|
|
| Reporting Person |
|
Date of Purchase |
|
Purchased |
|
Price Per Share |
Navios Maritime Holdings Inc. |
|
|
4/14/10 |
|
|
|
29,700 |
|
|
$ |
9.91 |
|
Navios Maritime Holdings Inc. |
|
|
4/15/10 |
|
|
|
23,300 |
|
|
$ |
9.91 |
|
Navios Maritime Holdings Inc. |
|
|
4/16/10 |
|
|
|
2,200 |
|
|
$ |
9.91 |
|
Navios Maritime Holdings Inc. |
|
|
4/20/10 |
|
|
|
2,275,000 |
|
|
$ |
9.95 |
|
Navios Maritime Holdings Inc. |
|
|
4/21/10 |
|
|
|
1,932,525 |
|
|
$ |
9.9497 |
|
Navios Maritime Holdings Inc. |
|
|
4/27/10 |
|
|
|
1,747,788 |
|
|
$ |
9.8 |
|
Page 5 of 6