As filed with the U.S. Securities and Exchange Commission on April 30, 2020
Registration Statement No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NAVIOS MARITIME PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
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4412
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(011) + (377) 9798-2140
(Address and telephone number of Registrants principal executive offices)
Trust Company of the Marshall Islands, Inc.
Trust Company Complex, Ajeltake Island
P.O. Box 1405
Majuro,
Marshall Islands MH96960
(011) +30 210 429 3223
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Todd
E. Mason, Esq.
Thompson Hine LLP
335 Madison Avenue
12th
Floor
New York, New York 10017 (212) 908-3946
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are being offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging
Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Proposed
Maximum
Aggregate
Offering Price(2)(3)
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Amount of
Registration Fee(4)
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Common units representing limited partnership
interests
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(5)
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Debt Securities
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(5)
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Total
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$57,245,442
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$47,460.53
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(1)
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There are being registered hereunder such indeterminate number of common units and such indeterminate number of
debt securities as shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount
as shall result in an aggregate initial offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder.
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(2)
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In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite
currency or currencies.
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(3)
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The proposed maximum aggregate offering prices per class of security will be determined from time to time by
the registrant in connection with the issuance by the registrant of the securities registered hereunder.
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(4)
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the Securities
Act). In addition to the $57,245,442 of securities set forth in the table above, pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes $442,754,558 of unsold securities (the Unsold Securities)
that had previously been registered under the companys registration statement on Form F-3 (333-215529) initially filed with the Securities and Exchange Commission
on January 12, 2017 (the Prior Registration Statement) for a total of $500,000,000 of securities that may be issued under this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, $14,789 of filing fees
previously paid in connection with the Unsold Securities will continue to be applied to the Unsold Securities that are being carried forward to this registration statement. In accordance with Securities and Exchange Commission rules, the registrant
may continue to offer and sell the Unsold Securities during the grace period afforded by Rule 415(a)(5). If the registrant sells any Unsold Securities during the grace period, the registrant will identify in a
pre-effective amendment to this registration statement the new amount of Unsold Securities to be carried forward to this registration statement in reliance upon Rule 415(a)(6) and any filing fee paid in
connection with such Unsold Securities and the amount of any new securities to be registered. Pursuant to Rule 415(a)(6) of the Securities Act, the offering of the Unsold Securities registered under the Prior Registration Statement will be deemed
terminated as of the date of effectiveness of this registration statement.
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(5)
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Not required to be included in accordance with General Instruction II.C of Form
F-3.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.