Navios Maritime Acquisition Corporation announced that the company and Navios Acquisition Finance (U.S.) Inc., its wholly owned finance subsidiary, intend to offer through a private placement, subject to market and other conditions, approximately $600 million of first priority ship mortgage notes due 2021.
The notes will be offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.
The notes will be secured by first priority ship mortgages on 12 vessels aggregating approximately 2.6 million deadweight tons owned by certain subsidiary guarantors. On the issue date of the notes, each of Navios Acquisition's direct and indirect subsidiaries is expected to guarantee the notes.
The net proceeds of the offering will be used (i) to fund its current tender offer and consent solicitation for certain outstanding notes and pay related fees and expenses, (ii) to discharge and redeem any of such notes that are not purchased in the tender offer after all conditions to the tender offer are satisfied or waived, including the payment of any related fees and expenses and any redemption premium, (iii) to fund the repayment of outstanding borrowings under a term loan secured by two of the mortgaged vessels, which are expected to be repaid immediately prior to the closing of the offering using cash on hand, and (iv) if any remain, for general corporate purposes. The consummation of the offering of the notes is conditioned upon customary closing conditions.
The notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.