sctoviza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)
NAVIOS MARITIME ACQUISITION CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
Y62159101
(CUSIP Number of Common Stock Underlying Warrants)
Angeliki Frangou
Navios Maritime Acquisition Corporation
85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
WITH COPY TO:
Kenneth R. Koch, Esq.
Todd E. Mason, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
666 Third Avenue
New York, New York 10017
(212) 935-3000
CALCULATION OF FILING FEE:
| |
|
|
|
Transaction valuation(1)
$28,462,500
|
|
Amount of filing fee(1)(2)
$2,029.38 |
|
|
|
| (1) |
|
Estimated for purposes of calculating the amount of the
filing fee only. An offer is made to holders of 25,300,000 warrants issued by Navios
Maritime Acquisition Corporation in its initial public offering (“Warrants”) to exercise such
Warrants at $5.65 per share in cash, or cashlessly exercising 4.25 Warrants for one share of
Common Stock. The transaction value is calculated pursuant to Rule 0-11 using the average of
the high and low sales price of the Warrants on July 21, 2010. |
| |
| (2) |
|
Calculated by multiplying the Transaction valuation by 0.00007130. |
| |
| þ |
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number or the Form or Schedule and the date of its filing. |
| |
| |
|
Amount Previously Paid: $2,029.38
Form or Registration Number: Schedule TO-I
Filing Party: Navios Maritime Acquisition Corporation
Date Filed: July 27, 2010 |
| |
| o |
|
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
| |
| |
|
Check the appropriate boxes below to designate any transactions to which the statement relates: |
| |
| o |
|
third party tender offer subject to Rule 14d-1. |
| |
| þ |
|
issuer tender offer subject to Rule 13e-4. |
| |
| o |
|
going private transaction subject to Rule 13e-3. |
| |
| o |
|
amendment to Schedule 13D under Rule 13d-2. |
Check the
following box if the filing is a final amendment reporting the
results of a tender offer: þ
The alphabetical subsections used in the Item responses below correspond to the
alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal
securities laws.
If applicable, check the appropriate boxe(s) below to designate the appropriate note
provision(s)
|
|
|
|
| |
o |
|
Rule 13e-4(i) (Cross-Border issuer to) |
| |
| |
o |
|
Rule 14d-1(d) (CBTPTO) |
TABLE OF CONTENTS
This
Amendment No. 4 (this “Amendment No. 3”) amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
July 27, 2010 (the “Original Schedule TO”), amended on August 6, 2010 (“Amendment No. 1”),
amended on August 12, 2010 (“Amendment No.
2”) and amended on August 24, 2010 (“Amendment No. 3”) (as amended, the “Schedule TO”) relating to an offer by Navios Maritime Acquisition Corporation (the “Company”) to
its public warrant holders to exercise on enhanced terms the outstanding public warrants to
purchase common stock, pursuant to which such holders have the opportunity to exercise
public warrants (1) at a reduced exercise price of $5.65 rather than $7.00, per share; and/or (2)
on a cashless basis, at a rate of 4.25 public warrants for one share of the Company’s common stock,
upon the terms and subject to the conditions set forth in the Offer
Letter, revised as of August 12, 2010
(the “Offer Letter”), and in the related Letter of Transmittal (which, together with the Offer
Letter and any amendments or supplements thereto, constitute the “Offer”).
This Amendment No. 4 should be read together with the
Original Schedule TO, Amendment No. 1, Amendment
No. 2 and Amendment No. 3.
The Offer expired at 11:59 p.m., New York City time, on August 27, 2010.
This Amendment No. 4 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4).
|
|
|
| Item 1. |
|
SUMMARY TERM SHEET. |
Item 1 of the Schedule TO is hereby amended and supplemented by adding the following language:
The Tender Offer
expired at 11:59 p.m., New York City time, on Friday, August 27, 2010. Based on
information provided by Continental Stock Transfer & Trust Company (the “Depositary”),
19,262,006 Public Warrants were exercised pursuant to the terms of the Offer, of which 15,950
Public Warrants were exercised by payment of the $5.65 exercise price and 19,246,056 Public
Warrants were exercised cashlessly. The Company has accepted for exercise all of the warrants
validly exercised and not withdrawn. On September 2, 2010, following the expiration of the
guaranteed delivery period, the Company issued a press release announcing the final results of
the Offer. A copy of this press release is filed as Exhibit (a)(15) to this Amendment No. 4 and is
incorporated herein by reference.
|
|
|
| Item 4. |
|
TERMS OF THE TRANSACTION. |
(a)
Item 4 of the Schedule TO is hereby amended and supplemented by adding the language set
forth above under Item 1. Such language is incorporated herein by reference.
Item 12
of the Schedule TO is hereby amended and supplemented to add the
following exhibit:
| |
(a) |
(15) |
|
Press Release dated September 2, 2010. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
| |
|
|
|
|
| |
NAVIOS MARITIME ACQUISITION CORPORATION
|
|
| |
By: |
/s/ Angeliki Frangou
|
|
| |
|
Name: |
Angeliki Frangou |
|
| |
|
Title: |
Chairman and Chief Executive Officer |
|
| |
Date: September 2, 2010