Navios Maritime Acquisition Corporation Announces Board Approval of a 1:15 Reverse Stock Split
Navios Maritime Acquisition Corporation (Navios Acquisition) (NYSE:NNA) and Navios Maritime Midstream Partners L.P. (Navios Midstream) (NYSE:NAP) announced today that they have entered into a definitive merger agreement under which Navios Acquisition will acquire all of the publicly held units of Navios Midstream in exchange for shares of Navios Acquisition (the “Transaction”).
The Transaction is expected to:
- Simplify the capital and organizational structure
- Increase trading liquidity and float of the Navios Acquisition common stock
- Enhance access to the capital markets
- Enhance the credit profile
- Allow cash retention to support self-funded growth
- Build scale through a larger asset base that is capable of generating increased profitability
- Create significant savings in public company costs
- Reduce cost of capital
- Provide public unitholders of Navios Midstream who receive Navios Acquisition common stock in the Transaction with consideration reflecting a 9.2% premium (based on the respective closing prices of the Navios Acquisition common stock and Navios Midstream units on October 5, 2018) and a more liquid security
- Provide public unitholders of Navios Midstream who receive Navios Acquisition preferred stock in the Transaction with a convertible security ranking senior to Navios Acquisition common stock as to liquidation
- Provide all public unitholders of Navios Midstream with the opportunity to continue to participate in the combined company
Under the terms of the Transaction, public unitholders of Navios Midstream may exchange each Navios Midstream common unit for either:
- 6.292 newly issued shares of Navios Acquisition common stock (or 0.42 shares, after giving effect to the 1:15 reverse stock split described below); or
- 1.0 share of a newly issued series of convertible participating preferred stock (“Preferred Stock”) of Navios Acquisition. Each share of Preferred Stock will be convertible by its holder into 5.1 shares of Navios Acquisition common stock (or 0.34 shares, after giving effect to the 1:15 reverse stock split described below) at any time beginning six months after closing of the Transaction. The Preferred Stock will have the other material features set forth below in “Other Material Features of Navios Acquisition’s Preferred Stock.”
More information about the merger you can find at the company’s website.
Source: Navios