Navios Maritime Partners L.P. (NYSE:NMM) entered into an agreement and plan of merger to acquire Navios Maritime Acquisition Corporation (NYSE:NNA) for $58.3 million on August 25, 2021. As a part of Agreement, each holder of NNA share will receive 0.1275 of a common unit of NMM. Under the agreement, NNA called for redemption by delivery all of its outstanding 8 1/8% First Priority Ship Mortgages due November 15, 2021, by delivery of a Redemption Notice to the registered holders of the Ship Mortgage Notes. The redemption date for the Ship Mortgage Notes will be September 25, 2021. NNA funded the approximately $397.5 million aggregate redemption price with net proceeds from private placement of 44,117,647 shares of NNA Common Stock to NMM for an aggregate purchase price of $150 million, or $3.40 per share and borrowings under the HCB Loan Agreement and BNP Loan Agreement. Upon consummation of the merger, NNA will become wholly owned by NMM. The agreement provides that upon termination in connection with a material breach by NMM or NNA (as applicable), the other party will be entitled to expense reimbursement of $1 million. The combined company will be led by NNM's Chairwoman and Chief Executive Officer, Anegliki Frangou and the existing board of directors of NMM, comprised of seven directors, a majority of whom are independent.

Transaction is subject to regulatory approval, approval by at least a majority of the outstanding shares of NNA Common Stock at the NNA Stockholders' Meeting, the registration statement on Form F-4 having been declared effective by the SEC, the approval of the listing on the New York Stock Exchange, subject to official notice of issuance, of the common units of NMM to be issued in the Merger and customary terms and conditions. The Merger Agreement was also unanimously approved by a special committee of the board of directors of NNA and its board of directors after approval from advisers. Transaction was also unanimously approved by NMM's conflicts committee and its board of directors. Special committee of the Board of Directors of NNA consisting of independent directors and full board of directors was formed. The merger is expected to close in the fourth quarter of 2021.

Ryan J. Maierson and Nick S. Dhesi of Latham & Watkins LLP acted as legal advisors and Pareto Securities AS acted as financial advisor to the Special Committee of NNA. Thomson Hine LLP acted as legal advisor to NNA. Philip Richter, Ashar Qureshi, Mark Hayek, Tobias Caspary, Israel David, Alan S. Kaden, Chris Mathiesen and Justin J. Santolli of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and Jefferies LLC and S. Goldman Advisors LLC acted as financial advisors to NMM. George Karafotias of Shearman & Sterling LLP acted as legal advisor to Pareto Securities AS. Pareto Securities AS acted as fairness opinion provider to Navios Maritime Acquisition Corporation.

Navios Maritime Partners L.P. (NYSE:NMM) completed the acquisition of Navios Maritime Acquisition Corporation (NYSE:NNA) on October 15, 2021. Pursuant to the Merger Agreement, NMM will be merged with and into NNA, with NNA continuing as the surviving corporation. As part of closing, the transaction has been approved by NMM's shareholders. As a part of acquisition, the merger has benefited in terms of maintaining and ultimately grows returns to unitholders of the combined company.