Navios Maritime Partners L.P. And Navios Maritime Containers L.P. Announce Definitive Merger Agreement
January 04 2021 - 8:31AM
Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM) and
Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ:
NMCI) announced today that they entered into a definitive merger
agreement under which Navios Partners will acquire all of the
publicly held common units of Navios Containers in exchange for
common units of Navios Partners (the “Transaction”).
Under the terms of the Transaction, public
unitholders of Navios Containers will receive 0.39 of a common unit
of Navios Partners for each outstanding common unit of Navios
Containers. Based on the December 31, 2020 closing price of Navios
Partners, this exchange ratio provides public unitholders with
consideration valued at $4.37 per common unit of Navios Containers.
This value represents a premium of 102.2% to Navios Containers’
closing price on November 13, 2020, the last trading day before
Navios Partners announced its proposal to acquire all publicly held
common units of Navios Containers and a premium of 6.5% to Navios
Containers’ closing price as of December 31, 2020. In addition, it
represents a premium of 168.1% to the 120-day volume weighted
average price of the common units of Navios Containers for the
period ending December 31, 2020.
The Transaction is expected to:
- Simplify the capital and
organizational structure
- Create significant savings in
public company costs
- Reduce cost of capital, by
increasing trading liquidity, float and access to the capital
markets
- Build scale through a larger,
diversified asset base capable of generating increased earnings
capacity
- Enhance credit profile by
increasing cash retention to support growth and deleveraging
- Increase collateral value to assist
in refinancing debt maturities
- Provide all public unitholders of
Navios Containers with the opportunity to continue to participate
in the combined company.
The exchange of units of Navios Containers for
units of Navios Partners in the Transaction is expected to be a
tax-free exchange for unitholders of Navios Containers for U.S.
federal income tax purposes.
The conflicts committee of the board of
directors of Navios Containers (“Conflicts Committee”), consisting
of independent directors, negotiated the Transaction on behalf of
Navios Containers and its public unitholders and unanimously
approved and recommended the merger. The Transaction was also
unanimously approved by the board of directors of each of Navios
Containers and Navios Partners.
The Transaction, which is expected to close in
the first half of 2021, is subject to approval by holders of a
majority of the outstanding Navios Containers common units,
calculated in accordance with Navios Containers’ partnership
agreement. The General Partner of Navios Containers has consented
to the merger, and Navios Partner has agreed to vote the Navios
Containers’ common units it holds in favor of the Transaction. The
Transaction is also subject to other customary closing
conditions.
Advisors
Fried, Frank, Harris, Shriver & Jacobson
LLP acted as legal advisor and S. Goldman Advisors
LLC acted as financial advisor to Navios Partners. Latham
& Watkins LLP acted as legal advisor and Pareto Securities
AS acted as financial advisor to the Conflicts Committee
of Navios Containers. Thomson Hine LLP acted as legal advisor to
Navios Containers.
Important Information
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any
securities. In connection with the proposed Transaction,
Navios Partners will file a registration statement and a related
prospectus with the Securities and Exchange Commission
(“SEC”) pursuant to which the issuance of the common units of
Navios Partners in the proposed Transaction will be
registered. Investors are urged to read the
registration statement and the related prospectus (including all
amendments and supplements) because they will contain important
information regarding the Navios Partners’ common units and the
Transaction. Investors may obtain free copies of the
registration statement and the related prospectus when they become
available, as well as other filings containing information
about Navios Partners and Navios Containers, without charge, at the
SEC’s Web site (www.sec.gov).
About Navios Maritime Partners
L.P.
Navios Maritime Partners L.P. (NYSE: NMM) is a
publicly traded master limited partnership which owns and operates
dry cargo vessels. For more information, please visit our website
at www.navios-mlp.com.
About Navios Maritime Containers
L.P.Navios Maritime Containers L.P. is a
growth-oriented international owner and operator of containerships.
For more information, please visit our website
at www.navios-containers.com.
Forward-Looking Statements
This communication contains forward-looking
statements relating to the proposed transaction involving Navios
Partners and Navios Containers, including statements as to the
expected timing, completion and effects of the proposed transaction
and statements relating to Navios Partners’ future success.
Statements in this communication that are not statements of
historical fact are considered forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, which are usually identified by the use of words
such as “anticipates,” “believes,” “continues”, “could”,
“estimates,” “expects,” “intends,” “may,” “plans,” “potential”,
“predicts”, “projects,” “seeks,” “should,” “will,” and variations
of such words or similar expressions. These forward-looking
statements are neither forecasts, promises nor guarantees, and are
based on the current beliefs of management of Navios Partners and
Navios Containers as well as assumptions made by and information
currently available to Navios Partners and Navios Containers. Such
statements reflect the current views of Navios Partners and Navios
Containers with respect to future events and are subject to known
and unknown risks, including business, economic and competitive
risks, uncertainties, contingencies and assumptions about Navios
Partners and Navios Containers , including, without limitation,
(i) inability to complete the proposed transaction because,
among other reasons, conditions to the closing of the proposed
transaction may not be satisfied or waived, (ii) uncertainty
as to the timing of completion of the proposed transaction,
(iii) potential adverse effects or changes to relationships
with customers or other parties resulting from the announcement or
completion of the proposed transaction, (iv) possible
disruptions from the proposed transaction that could harm Navios
Partners and Navios Containers respective businesses, including
current plans and operations, (v) unexpected costs, charges or
expenses resulting from the proposed transaction,
(vi) uncertainty of the expected financial performance of the
combined company following completion of the proposed transaction,
including the possibility that the expected cost savings and other
benefits expected from the proposed transaction will not be
realized or will not be realized within the expected time period,
and (vii) the unknown future impact of
the COVID-19 pandemic Navios Partners and Navios
Containers’ operations or operating expenses. More details about
these and other risks that may impact Navios Partners and Navios
Containers respective businesses are described under the heading
“Risk Factors” in the reports Navios Partners and Navios
Containers’ file with or furnish to the SEC, including their
respective Annual Reports on Form 20-Fs and Reports on Form 6-Ks,
which are available on the SEC’s website at www.sec.gov. Navios
Partners and Navios Containers caution you not to place undue
reliance on any forward-looking statements, which speak only as of
the date hereof. Navios Partners and Navios Containers do not
undertake any duty to update any forward-looking statement or other
information in this communication, except to the extent required by
law. Navios Partners makes no prediction or statement about the
performance of its common units.
Contacts
Navios Maritime Partners L.P.+1
(212) 906 8645Investors@navios-mlp.com
Nicolas BornozisCapital Link, Inc.+1 (212) 661
7566naviospartners@capitallink.com
Navios Maritime Containers
L.P.+1.212.906.8648investors@navios-containers.com
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