UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment
No. 7)*
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)
September 1, 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 persons 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).
Explanatory Note
Except as
specifically amended and supplemented by this Amendment No. 7,
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 and Amendment No. 6 filed on August 6, 2010, 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. 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 to the Schedule 13D is amended by incorporating by reference therein the information
set forth in Item 5(a) and (b) to this Amendment No. 7.
Item 5. Interest in Securities of the Issuer
(a), (b) This Amendment No. 7 amends and restates Items 5(a) and (b) of the Schedule 13D as
set forth below:
As of September 10, 2010, Holdings beneficially owned 26,007,551 shares (approximately 62.1%)
of the Issuers Common Stock, including (i) 7,600,000 shares of Common Stock acquired on September
1, 2010 upon the exercise of the private placement warrants owned by Holdings (the Private
Placement Warrants) in connection with the completion of the Offer and Consent Solicitation (as
defined herein), (ii) 6,035,000 shares of Common Stock acquired on September 1, 2010 upon the
exercise of warrants underlying the sponsor units owned by Holdings (the Holdings Sponsor
Warrants) in connection with the completion of the Offer and Consent Solicitation and (ii)
12,372,551 shares of Common Stock that were previously acquired. Holdings has sole voting and
dispositive power in respect of these shares.
As of September 10, 2010, Angeliki Frangou beneficially owned 1,902,628 shares (approximately
4.5%) of Common Stock, including (i) 1,502,628 shares held indirectly through Amadeus, (ii) 200,000
shares of Common Stock held directly by Ms. Frangou that were previously acquired and (iii) 200,000
shares of Common Stock acquired on August 31, 2010 upon the exercise of the warrants underlying the
sponsor units owned by Ms. Frangou (the Frangou Sponsor Warrants and, together with the Holdings
Sponsor Warrants, the Sponsor Warrants) in connection with the completion of the Offer and
Consent Solicitation. Ms. Frangou shares with Amadeus voting and dispositive power in respect of
the 1,502,628 owned by Amadeus.
The Private Placement Warrants became exercisable and, hence, beneficially owned by Holdings,
on May 28, 2010, upon the completion of the Acquisition by the Issuer.
On August 27, 2010, the Issuer successfully completed its previously announced offer to
holders of its publicly traded warrants (the Offer) to exercise on enhanced terms the outstanding
publicly traded warrants to purchase Common Stock. As part of the Offer, the Issuer solicited
consents (the Consent Solicitation) from holders of such publicly traded warrants to permit the
immediate exercise of the Sponsor Warrants and certain other private placement warrants to acquire
90,000 shares of Common Stock. In connection with the Offer and Consent Solicitation, Holdings
orally agreed with the Issuer to exercise for cash, at an exercise price of $5.65 per share, all
13,635,000 of the Holdings Sponsor Warrants and 7,600,000 Private Placement Warrants, and Ms.
Frangou orally agreed with the Issuer to exercise for cash, at an
exercise price of $5.65 per share, all 200,000 of the Frangou Sponsor Warrants, in each case,
subject to consummation of the Offer and Consent Solicitation.
Upon the completion of the Offer and Consent Solicitation on August 27, 2010, the Sponsor
Warrants became immediately exercisable and, hence, beneficially owned by Holdings and Ms. Frangou.
On August 31, 2010, Ms. Frangou exercised all of the Frangou Sponsor Warrants and on September 1,
2010, Holdings exercised all of its Private Placement Warrants and Holdings Sponsor Warrants in
accordance with their respective oral agreement with the Company, resulting in an aggregate of
$78,167,750 in proceeds to the Issuer. The source of funds for these exercises was working capital,
in the case of Holdings, and personal funds, in the case of Ms. Frangou.
For more information concerning the Offer and Consent Solicitation, please see the Schedule
TO-I, as amended, filed with the Commission on September 2, 2010, and the Issuers Current Report
on Form 6-K filed with the Commission on September 2, 2010.
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, except with respect to the 1,502,628 shares of Common Stock owned by Amadeus of
which Ms. Frangou is the beneficial owner.
(c) Item 5(c) to the Schedule 13D is amended by incorporating by reference the information set
forth in Item 5(a) and (b) to this Amendment No. 7.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
Item 6 to the Schedule 13D is amended by incorporating by reference therein the
information set forth in Item 5(a) and (b) to this Amendment
No. 7.
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