Republic of Marshall Islands
Delaware (State or other jurisdiction of incorporation or organization) |
4412 (Primary Standard Industrial Classification Code Number) |
98-0676318 99-0361513 (I.R.S. Employer Identification Number) |
Proposed |
Proposed |
|||||||||||||
Maximum Offering |
Maximum |
|||||||||||||
Title of Each Class of |
Amount to be |
Price |
Aggregate Offering |
Amount of |
||||||||||
Securities to be Registered | Registered | per Note(1) | Price | Registration Fee | ||||||||||
85/8%
First Priority Ship Mortgage Notes due 2017
|
$105,000,000 | 100% | $105,000,000 | $12,191 | ||||||||||
Guarantees of
85/8%
First Priority Ship Mortgage Notes due 2017
|
$105,000,000 | (2) | (2) | (2) | ||||||||||
Total Registration Fee
|
| | | $12,191(3) | ||||||||||
(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act. |
(2) | No separate filing fee is required pursuant to Rule 457(n) under the Securities Act. |
(3) | Previously paid. |
State or Other |
||||||
Jurisdiction of |
I.R.S. Employer |
|||||
Exact Name of Registrant as |
Incorporation or |
Identification |
||||
Specified in its Charter(1)
|
Organization | Number | ||||
Shinyo Dream Limited
|
Hong Kong | 98-0672656 | ||||
Shinyo Kannika Limited
|
Hong Kong | 98-0672119 | ||||
Shinyo Loyalty Limited
|
Hong Kong | 98-0672116 | ||||
Shinyo Navigator Limited
|
Hong Kong | 98-0672118 | ||||
Shinyo Ocean Limited
|
Hong Kong | 33-1218882 | ||||
Shinyo Saowalak Limited
|
British Virgin Islands | 99-0360969 | ||||
Thera Shipping Corporation
|
Marshall Islands | 98-0660091 | ||||
Tinos Shipping Corporation
|
Marshall Islands | 98-0660090 | ||||
Aegean Sea Maritime Holdings Inc.
|
Marshall Islands | 42-1771242 | ||||
Amorgos Shipping Corporation
|
Marshall Islands | 98-0660064 | ||||
Andros Shipping Corporation
|
Marshall Islands | 98-0660061 | ||||
Antiparos Shipping Corporation
|
Marshall Islands | 98-0660065 | ||||
Crete Shipping Corporation
|
Marshall Islands | 98-0660093 | ||||
Ikaria Shipping Corporation
|
Marshall Islands | 98-0660066 | ||||
Ios Shipping Corporation
|
Cayman Islands | 98-0660055 | ||||
Kos Shipping Corporation
|
Marshall Islands | 98-0660073 | ||||
Mytilene Shipping Corporation
|
Marshall Islands | 98-0660072 | ||||
Rhodes Shipping Corporation
|
Marshall Islands | 42-1771249 | ||||
Sifnos Shipping Corporation
|
Marshall Islands | 98-0660070 | ||||
Skiathos Shipping Corporation
|
Marshall Islands | 98-0660082 | ||||
Skopelos Shipping Corporation
|
Cayman Islands | 98-0660054 | ||||
Syros Shipping Corporation
|
Marshall Islands | 98-0660087 | ||||
Shinyo Kieran Limited
|
British Virgin Islands | 39-2077317 | ||||
Folegandros Shipping Corporation
|
Marshall Islands | 42-1771250 | ||||
Serifos Shipping Corporation
|
Marshall Islands | 42-1771251 | ||||
Amindra Navigation Co.
|
Marshall Islands | 33-1221481 | ||||
Kithira Shipping Corporation
|
Marshall Islands | 39-2078384 | ||||
Antikithira Shipping Corporation
|
Marshall Islands | 66-0768510 |
(1) | The address for each of the additional registrant guarantors is 85 Akti Miaouli Street, Piraeus, Greece 185 38. |
1
Item 20. | Indemnification of Directors and Officers. |
II-1
Item 21. | Exhibits and Financial Statement Schedules. |
Exhibit |
||||
Number
|
Description
|
|||
3 | .1 | Amended and Restated Articles of Incorporation of Navios Maritime Acquisition Corp.(2) | ||
3 | .2 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Navios Maritime Acquisition Corp.(7) | ||
3 | .3 | By-laws of Navios Maritime Acquisition Corp.(1) | ||
3 | .4 | Certificate of Incorporation of Navios Acquisition Finance (US) Inc.(10) | ||
3 | .5 | Bylaws of Navios Acquisition Finance (US) Inc.(10) | ||
3 | .6 | Memorandum and Articles of Association of Shinyo Dream Limited.(10) | ||
3 | .7 | Memorandum and Articles of Association of Shinyo Kannika Limited.(10) | ||
3 | .8 | Memorandum and Articles of Association of Shinyo Loyalty Limited.(10) | ||
3 | .9 | Memorandum and Articles of Association of Shinyo Navigator Limited.(10) | ||
3 | .10 | Memorandum and Articles of Association of Shinyo Ocean Limited.(10) | ||
3 | .11 | Memorandum and Articles of Association of Shinyo Saowalak Limited.(10) |
II-2
Exhibit |
||||
Number
|
Description
|
|||
3 | .12 | Articles of Incorporation of Thera Shipping Corporation.(10) | ||
3 | .13 | Bylaws of Thera Shipping Corporation.(10) | ||
3 | .14 | Articles of Incorporation of Tinos Shipping Corporation.(10) | ||
3 | .15 | Bylaws of Tinos Shipping Corporation.(10) | ||
3 | .16 | Articles of Incorporation of Amorgos Shipping Corporation.(10) | ||
3 | .17 | Bylaws of Amorgos Shipping Corporation.(10) | ||
3 | .18 | Articles of Incorporation of Andros Shipping Corporation.(10) | ||
3 | .19 | Bylaws of Andros Shipping Corporation.(10) | ||
3 | .20 | Articles of Incorporation of Antiparos Shipping Corporation.(10) | ||
3 | .21 | Bylaws of Antiparos Shipping Corporation.(10) | ||
3 | .22 | Articles of Incorporation of Crete Shipping Corporation.(10) | ||
3 | .23 | Bylaws of Crete Shipping Corporation.(10) | ||
3 | .24 | Articles of Incorporation of Ikaria Shipping Corporation.(10) | ||
3 | .25 | Bylaws of Ikaria Shipping Corporation.(10) | ||
3 | .26 | Memorandum and Articles of Association of Ios Shipping Corporation.(10) | ||
3 | .27 | Articles of Incorporation of Kos Shipping Corporation.(10) | ||
3 | .28 | Bylaws of Kos Shipping Corporation.(10) | ||
3 | .29 | Articles of Incorporation of Mytilene Shipping Corporation.(10) | ||
3 | .30 | Bylaws of Mytilene Shipping Corporation.(10) | ||
3 | .31 | Articles of Incorporation of Rhodes Shipping Corporation.(10) | ||
3 | .32 | Bylaws of Rhodes Shipping Corporation.(10) | ||
3 | .33 | Articles of Incorporation of Sifnos Shipping Corporation.(10) | ||
3 | .34 | Bylaws of Sifnos Shipping Corporation.(10) | ||
3 | .35 | Articles of Incorporation of Skiathos Shipping Corporation.(10) | ||
3 | .36 | Bylaws of Skiathos Shipping Corporation.(10) | ||
3 | .37 | Memorandum and Articles of Association of Skopelos Shipping Corporation.(10) | ||
3 | .38 | Articles of Incorporation of Syros Shipping Corporation.(10) | ||
3 | .39 | Bylaws of Syros Shipping Corporation.(10) | ||
3 | .40 | Memorandum and Articles of Association of Shinyo Kieran Limited.(10) | ||
3 | .41 | Articles of Incorporation of Folegandros Shipping Corporation.(10) | ||
3 | .42 | Bylaws of Folegandros Shipping Corporation.(10) | ||
3 | .43 | Articles of Incorporation of Serifos Shipping Corporation.(10) | ||
3 | .44 | Bylaws of Serifos Shipping Corporation.(10) | ||
3 | .45 | Articles of Incorporation of Aegean Sea Maritime Holdings Inc.(10) | ||
3 | .46 | Bylaws of Aegean Sea Maritime Holdings Inc.(10) | ||
3 | .47 | Articles of Incorporation of Amindra Navigation Co.* | ||
3 | .48 | Bylaws of Amindra Navigation Co.* | ||
3 | .49 | Articles of Incorporation of Kithira Shipping Corporation.* | ||
3 | .50 | Bylaws of Kithira Shipping Corporation.* | ||
3 | .51 | Articles of Incorporation of Antikithira Shipping Corporation.* | ||
3 | .52 | Bylaws of Antikithira Shipping Corporation.* | ||
4 | .1 | Credit Agreement, dated April 7, 2010 between certain vessel-owning subsidiaries and Deutsche Schiffsbank AG, Alpha Bank A.E. and Credit Agricole Corporate and Investment Bank.(2) |
II-3
Exhibit |
||||
Number
|
Description
|
|||
4 | .2 | Credit Agreement, dated April 8, 2010 between certain vessel-owning subsidiaries and DVB Bank SE and Fortis Bank.(2) | ||
4 | .3 | Form of Revolving Credit Facility with Marfin Egnatia Bank.(2) | ||
4 | .4 | Facility Agreement, dated May 28, 2010 between certain vessel-owning subsidiaries and DVB Bank SE and Fortis Bank (Nederland) N.V.(2) | ||
4 | .5 | Facility Agreement, dated October 26, 2010, of up to $52.2 million.(4) | ||
4 | .6 | Facility Agreement dated December 6, 2010.(5) | ||
4 | .7 | Indenture dated October 21, 2010.(3) | ||
4 | .8 | First Supplemental Indenture dated November 9, 2010.(6) | ||
4 | .9 | Second Supplemental Indenture dated May 20, 2011.(8) | ||
4 | .10 | Third Supplemental Indenture dated May 26, 2011.(8) | ||
4 | .10 | Fourth Supplemental Indenture dated July 1, 2011.(13) | ||
5 | .1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.* | ||
5 | .2 | Opinion of Reeder & Simpson P.C.* | ||
5 | .3 | Opinion of Holman Fenwick Willan.* | ||
5 | .4 | Opinion of Nelson & Company.** | ||
5 | .5 | Opinion of Maples and Calder.* | ||
10 | .1 | Form of Right of First Refusal Agreement among Navios Acquisition, Navios Holdings and Navios Partners.(1) | ||
10 | .2 | Repurchase Plan, dated April 8, 2010.(9) | ||
10 | .3 | Amendment to Buyback Agreement, dated April 8, 2010.(9) | ||
10 | .4 | Amended Co-Investment Shares Subscription Agreement, dated April 8, 2010.(2) | ||
10 | .5 | Acquisition Agreement, dated April 8, 2010 between Navios Acquisition and Navios Holdings.(2) | ||
10 | .6 | Management Agreement dated May 28, 2010 between Navios Acquisition and Navios Ship Management Inc.(2) | ||
10 | .7 | Administrative Services Agreement dated May 28, 2010 between Navios Acquisition and Navios Ship Management Inc.(2) | ||
10 | .8 | Acquisition Omnibus Agreement dated May 28, 2010 among Navios Acquisition, Navios Holdings and Navios Partners.(2) | ||
10 | .9 | Securities Purchase Agreement dated July 18, 2010 between Navios Acquisition and Vanship Holdings Limited.(11) | ||
10 | .10 | Registration Rights Agreement dated October 21, 2010.(3) | ||
10 | .11 | Registration Rights Agreement dated May 26, 2011.(8) | ||
10 | .12 | Loan Agreement for $40.0 million with Navios Maritime Holdings Inc. dated September 7, 2010.(8) | ||
10 | .13 | Letter Amendment to Loan Agreement dated as of October 21, 2010.(8) | ||
10 | .14 | Facility Agreement for up to $55.1 million dated July 8, 2011 among Antikithira Shipping Corporation, Kithira Shipping Corporation and ABN AMRO Bank N.V.(12) | ||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges.* | ||
21 | .1 | List of Subsidiaries.* | ||
23 | .1 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included as part of its opinion filed as Exhibit 5.1). | ||
23 | .2 | Consent of Reeder & Simpson P.C. (included as part of its opinion filed as Exhibit 5.2). | ||
23 | .3 | Consent of Holman Fenwick Willan (included as part of its opinion filed as Exhibit 5.3). | ||
23 | .4 | Consent of Nelson & Company (included as part of its opinion filed as Exhibit 5.4). | ||
23 | .5 | Consent of Maples and Calder (included as part of its opinion filed as Exhibit 5.5). |
II-4
Exhibit |
||||
Number
|
Description
|
|||
23 | .6 | Consent of Rothstein Kass & Company, P.C.* | ||
23 | .7 | Consent of PricewaterhouseCoopers S.A.* | ||
23 | .8 | Consent of KPMG.* | ||
24 | .1 | Power of Attorney (included on the signature page to the Registration Statement).* | ||
25 | .1 | Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Wells Fargo Bank, National Association as Trustee under the 2017 Indenture.* | ||
99 | .1 | Form of Letter of Transmittal.* | ||
99 | .2 | Form of Notice of Guaranteed Delivery.* | ||
99 | .3 | Form of Letter to Registered Holders and/or Participants of the Book-Entry Transfer Facility.* | ||
99 | .4 | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | ||
99 | .5 | Form of Letter to Clients.* |
(1) | Previously filed as an exhibit to the Navios Maritime Acquisition Corporation Registration Statement on Form F-1, as amended (File No 333-151707). | |
(2) | Previously filed as an exhibit to the Form 6-K filed on June 4, 2010. | |
(3) | Previously filed as an exhibit to the Form 6-K filed on October 26, 2010. | |
(4) | Previously filed as an exhibit to the Form 6-K filed on November 9, 2010. | |
(5) | Previously filed as an exhibit to the Form 6-K filed on December 15, 2010. | |
(6) | Previously filed as an exhibit to the Form 6-K filed on December 22, 2010. | |
(7) | Previously filed as an exhibit to the Form 6-K filed on February 10, 2011. | |
(8) | Previously filed as an exhibit to the Form 6-K filed on May 27, 2011. | |
(9) | Previously filed as an exhibit to the Form 6-K filed on April 12, 2010. | |
(10) | Previously filed as an exhibit to the Navios Maritime Acquisition Corporation Registration Statement on Form F-4, as amended (File No 333-171394). | |
(11) | Previously filed as an exhibit to the Form 6-K filed on July 26, 2010. | |
(12) | Previously filed as an exhibit to the Form 6-K filed on July 21, 2011. | |
(13) | Previously filed as an exhibit to the Form 6-K filed on July 22, 2011. |
* | Previously filed. |
** | Filed herewith. |
Item 22. | Undertakings. |
II-5
II-6
II-7
By: |
/s/ Angeliki
Frangou
|
Title: | Chairman and Chief Executive Officer |
By: |
/s/ Leonidas
Korres
|
Title: | Chief Financial Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer (principal executive officer) |
August 10, 2011 | ||||
/s/ Leonidas
Korres Leonidas Korres |
Chief Financial Officer (principal financial and accounting officer) |
August 10, 2011 | ||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chairman of the Board | August 10, 2011 | ||||
* Ted C. Petrone |
Director | August 10, 2011 | ||||
* Anna Kalathakis |
Director | August 10, 2011 | ||||
* George Galatis |
Director | August 10, 2011 | ||||
* John Koilalous |
Director | August 10, 2011 | ||||
* Brigitte Noury |
Director | August 10, 2011 | ||||
* Nikolaos Veraros |
Director | August 10, 2011 | ||||
*By: |
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou As Attorney-in-Fact |
II-8
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | President/Secretary/Director |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer (principal executive officer) |
August 10, 2011 | ||||
/s/ Leonidas
Korres Leonidas Korres |
Chief Financial Officer (principal financial and accounting officer) |
August 10, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Director | August 10, 2011 |
II-9
By: |
/s/ Angeliki
Frangou
|
Title: | Chief Executive Officer |
By: |
/s/ Leonidas
Korres
|
Title: | Chief Financial Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer (principal executive officer) |
August 10, 2011 | ||||
/s/ Leonidas
Korres Leonidas Korres |
Chief Financial Officer (principal financial and accounting officer and director) | August 10, 2011 | ||||
* Anna Kalathakis |
Director | August 10, 2011 | ||||
* Alexandros Laios |
Director | August 10, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou As Attorney-in-Fact |
II-10
By: |
/s/ Angeliki
Frangou
|
Title: | Chief Executive Officer |
By: |
/s/ Leonidas
Korres
|
Title: | Chief Financial Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Chairman (principal executive officer) | August 10, 2011 | ||||
/s/ Leonidas
Korres Leonidas Korres |
Chief Financial Officer (principal financial and accounting officer) |
August 10, 2011 | ||||
* George Akhniotis |
Director | August 10, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Director | August 10, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-11
By: |
/s/ Angeliki
Frangou
|
Title: | Chief Executive Officer |
By: |
/s/ Leonidas
Korres
|
Title: | Chief Financial Officer |
II-12
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Chairman (principal executive officer) | August 10, 2011 | ||||
/s/ Leonidas
Korres Leonidas Korres |
Chief Financial Officer (principal financial and accounting officer) |
August 10, 2011 | ||||
* George Akhniotis |
Director | August 10, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Director | August 10, 2011 | ||||
* Anna Kalathakis |
Director | August 10, 2011 | ||||
*By: |
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou As Attorney-in-Fact |
By: |
/s/ Donald
J. Puglisi
|
Title: | Managing Director |
II-13
1. | The Indenture dated October 21, 2010 together with the First Supplemental Indenture dated November 9, 2010, the Second Supplemental Indenture dated May 20, 2011, the Third Supplemental Indenture dated May 26, 2011 and the Fourth Supplemental Indenture dated July 1, 2011, between the Co-Issuers, the Guarantors listed therein and Wells Fsargo Bank, N.A., as Trustee with respect to the 8 5/8% First Priority Ship Mortgage Notes due 2017 (the Indenture); | ||
2. | The Notes; and | ||
3. | The Notations of Guarantee (as defined in the Indenture). |
(i) | The Covered Guarantors have been duly organized and are validly existing in good standing under the laws of the Cayman Islands. | ||
(ii) | Each Covered Guarantor has statutory power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and to enter into and perform their respective obligations under the Documents to which it is a party. | ||
(iii) | Each Covered Guarantor has duly authorized, executed and delivered the Documents to which it is a party. | ||
(iv) | No consent, approval, license or exemption by, order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained or made by the Covered Guarantors under the laws of the Cayman Islands in connection with its execution and delivery of the Documents to which it is a party or the performance by it of its obligations thereunder other than those that have been obtained or made. |
- 2 -
Yours faithfully, | ||||||
NELSON & COMPANY | ||||||
By: | /s/ Roger Nelson | |||||
- 3 -