will be merged with and into the Issuer (the “Merger”), with the Issuer being the surviving entity and becoming a wholly owned subsidiary of the Reporting Person, and each outstanding
share of Common Stock (other than the shares of Common Stock held by the Reporting Person, the Issuer and their respective subsidiaries) will be converted into the right to receive 0.1275 of a common unit of the Reporting Person. Upon consummation
of the Merger, the shares of Common Stock will be delisted from the New York Stock Exchange.
Under the terms of the Merger Agreement, the Reporting
Person has agreed not to transfer the shares of Common Stock held by it and to vote such shares in favor of the Merger and the Merger Agreement at a meeting of the shareholders of the Issuer to be held to vote on the Merger and the Merger Agreement.
NSM acquired the 8,823,529 shares of Common Stock referenced in Item 3 as part of a transaction pursuant to the Supplemental Loan Agreement in which NSM
released all of the collateral securing the NSM Loan and relinquished an option it held to exchange all or a portion of the NSM Loan for equity of the Issuer’s material subsidiary, Navios Maritime Midstream Partners L.P., to allow such assets
to be granted as collateral to secure the New Borrowings. Such shares of Common Stock and the other shares of Common Stock owned by Ms. Frangou will be converted into common units of the Reporting Person in the Merger on the same terms as is
applicable to other outstanding shares of Common Stock. NSM intends to vote its shares of Common Stock in favor of the Merger and the Merger Agreement.
The information set forth in Item 3 above is hereby incorporated by reference in response to this Item 4.
The foregoing description of the Merger Agreement and the Supplemental Loan Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is included as Exhibit 1 hereto and incorporated herein by reference, and the Supplemental Loan Agreement, which is included as Exhibit 2 hereto and incorporated herein by reference.
Item 5. Interest in Securities of NNA.
(a) (b)
The Reporting Person beneficially owns
44,117,647 shares of Common Stock, or approximately 62.4% of the outstanding shares of Common Stock. The Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of such shares, except as described in
Item 4 above.
NSM beneficially owns 8,823,529 shares of Common Stock, or approximately 12.5% of the outstanding shares of Common Stock. By virtue of
Ms. Frangou’s ownership of NSM, Ms. Frangou also beneficially owns such 8,823,529 shares and, in addition, beneficially owns another 561,104 shares of Common Stock, including 100,000 shares subject to a vested option to purchase
shares at an exercise price of $58.65 per share. As a result, Ms. Frangou beneficially owns a total of 9,384,633 shares of Common Stock, or approximately 13.3% of the outstanding shares of Common Stock. Ms. Frangou and NSM share the power
to vote or direct the vote and to dispose or direct the disposition of the 8,823,529 shares. Ms. Frangou has the sole power to vote or direct the vote and to dispose or direct the disposition of the 561,104 shares.
Navios Maritime Holdings Inc. (“NH”), a corporation of which Ms. Frangou serves as Chairman and Chief Executive Officer and which is the
beneficial owner of approximately 9.6% of the Reporting Person’s outstanding common units, and Alpha Merit Corporation (“Alpha”), a wholly owned subsidiary of NH, beneficially own 4,865,147 shares of Common Stock, or approximately
6.9% of the outstanding shares of Common Stock. NH and Alpha report their beneficial ownership of such shares on a Schedule 13D, as amended, separately filed by NH and Alpha. NH and Alpha share the power to vote or direct the vote and to dispose or
direct the disposition of such shares, except as described in the Schedule 13D, as amended, filed by them.
The Reporting Person, NSM, Ms. Frangou,
NH and Alpha beneficially own in the aggregate a total of 58,367,427 shares of Common Stock, or approximately 82.5% of the outstanding shares of Common Stock, including 100,000 shares subject to a vested option beneficially owned by Ms. Frangou
to purchase shares at an exercise price of $58.65 per share. The Reporting Person disclaims membership in a group with NSM, Ms. Frangou, NH and Alpha.
(c)
On August 25, 2021, pursuant to the
Merger Agreement, the Reporting Person purchased from the Issuer 44,117,647 newly issued shares of Common Stock for an aggregate purchase price of $150,000,000, or $3.40 per share.
On August 25, 2021, pursuant to the Supplemental Loan Agreement, NSM acquired from the Issuer 8,823,529 newly issued shares of Common Stock in exchange
for the cancelation of $30.0 million of the outstanding balance of the NSM Loan ($3.40 per share).
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