NMCI will be required to pay NMM a termination fee in the amount of
$3,705,000 in connection with the termination of the Merger
Agreement under specified circumstances, including, among others,
termination by (i) NMCI to accept and enter into an agreement
with respect to a superior proposal or (ii) NMM because the
NMCI conflicts committee has changed its recommendation with
respect to the Merger. The Merger Agreement further provides that
upon termination of the Merger Agreement in connection with a
material breach by NMCI or NMM (as applicable), the other party
will be entitled to reimbursement of its expenses not to exceed
$1,000,000, and if the NMCI Unitholder Meeting is held and the NMCI
Unitholder Approval is not obtained, NMM will be entitled to
reimbursement of its expenses not to exceed $1,000,000.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby, including the Merger, does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached
hereto as Exhibit 99.1 and the terms of which are incorporated
herein by reference.
The Merger Agreement is incorporated herein by reference to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other factual or financial
information about NMCI, NMM, the other parties to the Merger
Agreement or any of their respective subsidiaries and affiliates.
The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of that agreement and
as of specific dates, were solely for the benefit of the parties to
the Merger Agreement, may be subject to limitations agreed upon by
the parties, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of NMCI, NMM, the other parties to the Merger Agreement
or any of their respective subsidiaries and affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Merger
Agreement, which subsequent information may or may not be fully
reflected in public disclosures by NMCI and NMM. The Merger
Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding the companies and
the Merger that will be contained in, or incorporated by reference
into, the registration statement that NMM will file in connection
with the Merger, as well as in the other filings that each of NMCI
and NMM make with the SEC.
On January 4, 2021, NMCI and NMM issued a joint press release,
announcing the entry into the Merger Agreement. A copy of this
press release is furnished and attached hereto as Exhibit 99.2 and
is incorporated herein by reference.
In connection with the proposed Merger, NMM will file a
registration statement and a related proxy/prospectus with the SEC.
Investors are urged to read the registration statement and the
related proxy statement/prospectus (including all amendments and
supplements) because they will contain important information
regarding the NMM common units and the Merger. Investors may obtain
free copies of the registration statement and the related
proxy/prospectus when they become available, as well as other
filings containing information about NMM and NMCI, without charge,
at the SEC’s Web site (www.sec.gov).
This communication may contain “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
The words “anticipate,” “believe,” “estimate,” “intend,” “will,”
“should,” and similar expressions, as they relate to NMM and NMCI
and their respective subsidiaries are intended to identify
forward-looking statements. These statements reflect management’s
current beliefs, assumptions and expectations and are subject to a
number of factors that may cause actual results to differ
materially. Neither NMM nor NMCI assume any obligation to update
any forward-looking statement as a result of new information or
future events or developments, except as required by law.