As filed with the Securities and Exchange Commission on February 17, 2021

Registration No. 333-252139

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Navios Maritime Partners L.P.

(Exact name of registrant as specified in its charter)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all conditions to the merger contemplated by the Agreement and Plan of Merger, dated as of December 31, 2020, described in the enclosed proxy statement/prospectus, have been satisfied or waived and the merger has been completed as described in the enclosed proxy statement/prospectus.

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(d) 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 applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

☐  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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

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, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED FEBRUARY 17, 2021

Dear Common Unitholders of Navios Maritime Containers L.P.:

We are pleased to inform you that on December 31, 2020, Navios Maritime Containers L.P. (“Navios Containers”) and its general partner, Navios Maritime Containers GP LLC (the “Navios Containers GP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Navios Maritime Partners L.P. (“Navios Partners”) and its direct, wholly-owned subsidiary, NMM Merger Sub LLC (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Navios Containers (the “Merger”), with Navios Containers being a wholly-owned subsidiary of Navios Partners. The accompanying notice of Special Meeting (defined below) and this proxy statement/prospectus describe the Merger in greater detail and provide specific information about the Special Meeting. Please read these materials carefully.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding common unit representing limited partner interests in Navios Containers (the “Navios Containers Common Units”) that is held by a unitholder other than Navios Partners, Navios Containers and their respective subsidiaries (such units, the “Navios Containers Public Units”) will be cancelled and automatically converted into the right to receive 0.39 of a common unit representing limited partner interests in Navios Partners (the “Navios Partners Common Units” and such consideration, the “Merger Consideration”). This exchange ratio (the “Exchange Ratio”) is fixed and will not be adjusted to reflect changes in the price of Navios Containers Common Units or Navios Partners Common Units prior to the effective time of the Merger. Navios Partners has agreed to list all of the Navios Partners Common Units issued in connection with the Merger on the New York Stock Exchange (the “NYSE”).

The value of the Merger Consideration will fluctuate with the market price of Navios Partners Common Units. You should obtain current unit price quotations for Navios Containers Common Units and Navios Partners Common Units. Navios Containers Common Units are listed on the Nasdaq Global Select Market tier of The Nasdaq Stock Market LLC under the ticker symbol “NMCI,” and Navios Partners Common Units are listed on the NYSE under the ticker symbol “NMM.” Based on the closing price of Navios Partners Common Units on the NYSE of $6.65 on November 13, 2020, the last trading day before the public announcement of Navios Partners’ proposal to engage in the Merger on November 16, 2020, the Exchange Ratio represented approximately $2.59 in Navios Partners Common Units for each Navios Containers Common Unit. Based on the closing price of Navios Partners Common Units on the NYSE of $11.20 on December 31, 2020, the last trading day before the public announcement of entry into the definitive Merger Agreement, the Exchange Ratio represented approximately $4.37 in Navios Partners Common Units for each Navios Containers Common Unit. Based on the closing price of Navios Partners Common Units on the NYSE of $17.93 on February 16, 2021, the latest practicable date before the date of this proxy statement/prospectus, the Exchange Ratio represented approximately $6.99 in Navios Partners Common Units for each Navios Containers Common Unit.

You are cordially invited to attend a special meeting of the limited partners of Navios Containers (the “Special Meeting”) to be held at the offices of Navios Containers, located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021 at 10:00 a.m., local time, to vote on the approval of the Merger Agreement.

Navios Containers GP and certain members of the Board of Directors of Navios Containers (the “Navios Containers Board”) are affiliated with Navios Partners. Angeliki Frangou, who serves as Navios Containers’ Chief Executive Officer and as Chairman of the Navios Containers Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board of Directors, and is the indirect owner of the general partner of each of Navios Containers and Navios Partners. Efstratios Desypris, a member of the Navios Containers Board, serves as Chief Financial Officer of Navios Partners. Due to these relationships, the Navios Containers Board delegated to a conflicts committee of the Navios Containers Board, comprised solely of independent directors of Navios Containers (the “Navios Containers Conflicts Committee”), the authority to review, evaluate, negotiate, reject and/or recommend to the Navios Containers Board the proposed Merger, the

Merger Agreement and the related transactions and documents. In addition, the Navios Containers Conflicts Committee was granted the authority to select and retain independent legal and financial advisors to assist the Navios Containers Conflicts Committee in carrying out its responsibilities.

As of the date of this proxy statement/prospectus, Navios Partners owned approximately 35.7% of the outstanding Navios Containers Common Units, and Navios Maritime Holdings Inc., which owns approximately 18.2% of Navios Partners, owned approximately 3.9% of the outstanding Navios Containers Common Units. Under the Merger Agreement, Navios Partners has agreed to vote all Navios Containers Common Units owned by it in favor of the Merger Agreement and related matters.

Each of the Navios Containers Conflicts Committee and the Navios Containers Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Containers and the holders of Navios Containers Public Units; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Containers Common Units approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. In accordance with the Navios Containers Agreement of Limited Partnership (the “Navios Containers Partnership Agreement”), the Navios Containers Conflicts Committee also granted Special Approval (as defined in the Navios Containers Partnership Agreement) of the Merger Agreement and the transactions contemplated thereby, including the Merger.

You will also have an opportunity to consider and vote upon a proposal to approve adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement (the “adjournment proposal”).

The Navios Containers Conflicts Committee and the Navios Containers Board recommend that the holders of Navios Containers Common Units vote “FOR” the approval of the Merger Agreement.

Your vote is very important, regardless of the number of Navios Containers Common Units you own. The approval and adoption of the Merger Agreement and the Merger by Navios Containers requires the affirmative vote of the holders of a majority of the outstanding Navios Containers Common Units, calculated in accordance with the limitations contained in the Navios Containers Partnership Agreement. Please take the time to vote your units in accordance with the instructions on your proxy card.

The notice of Special Meeting and the proxy statement/prospectus that accompany this letter provide you with detailed information about the Special Meeting, the Merger Agreement, the Merger and other related matters. Navios Partners and Navios Containers both encourage you to read the entire document carefully. In particular, please read the section entitled “Risk Factors,” on page 26 of this proxy statement/prospectus, for a discussion of risks relevant to the Merger and the combined company.

Whether or not you plan to attend the Special Meeting, please read the enclosed proxy statement/prospectus and complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NAVIOS PARTNERS COMMON UNITS TO BE ISSUED IN THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this proxy statement/prospectus is [●], 2021 and is first being mailed to holders of Navios Containers Common Units on or about [●], 2021.

ADDITIONAL INFORMATION

Navios Partners and Navios Containers file annual reports with and furnishes other information to the U.S. Securities and Exchange Commission (the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about Navios Partners and Navios Containers and their respective subsidiaries from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov. You can also find information about Navios Partners and Navios Containers by visiting Navios Partners’ website at https://www.navios-mlp.com and Navios Containers’ website at https://www.navios-containers.com. Information contained on these websites does not constitute part of this proxy statement/prospectus.

You may also request copies of these documents, without charge, by writing or telephoning the appropriate company as follows:

Vasiliki (Villy) Papaefthymiou

Secretary

Navios Maritime Partners L.P.

Navios Maritime Containers L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo MC 98000 Monaco

(011) + (377) 9798-2140

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: Navios@investor.morrowsodali.com

In addition, if you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Containers’ proxy solicitation firm, Morrow Sodali LLC, listed below.

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: Navios@investor.morrowsodali.com

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by March 17, 2021 (which is five (5) business days before the date of the Special Meeting) in order to receive them before the Special Meeting.

For additional information about documents incorporated by reference into this proxy statement/prospectus please see the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

References in this proxy statement/prospectus to “Navios Partners” refer to Navios Maritime Partners L.P. and/or one or more of its subsidiaries, as the context requires. References to “Navios Partners Common Units” refer to common units representing limited partnership interests of Navios Partners. References to “Navios Containers” refer to Navios Maritime Containers L.P. and/or one or more of its subsidiaries, as the context requires. References to “Navios Containers Common Units” refer to common units representing limited partnership interests of Navios Containers. References to “Navios Containers Public Units” refer to each outstanding common unit representing limited partner interests in Navios Containers that is held by a unitholder other than Navios Partners, Navios Containers and their respective subsidiaries. References to “Navios Containers GP” refer to Navios Maritime Containers GP LLC, the general partner of Navios Containers. References to the Merger Agreement refer to the Agreement and Plan of Merger, dated December 31, 2020, by and among Navios Maritime Containers L.P., Navios Maritime Containers GP LLC, Navios Maritime Partners L.P., and NMM Merger Sub LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands and a direct, wholly-owned subsidiary of Navios Partners (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into Navios Containers (the “Merger”), with Navios Containers being a wholly-owned subsidiary of Navios Partners.

Unless otherwise indicated, all references to “dollars,” “US dollars” and “$” in this proxy statement/prospectus are to United States dollars. This proxy statement/prospectus uses the term deadweight tons, or dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of tankers.

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-252139) filed with the SEC by Navios Partners, constitutes a prospectus of Navios Partners under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Navios Partners Common Units to be issued to holders of Navios Containers Public Units pursuant to the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Navios Containers with respect to the Special Meeting of holders of Navios Containers Common Units (the “Special Meeting”) at which holders of Navios Containers Common Units will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Please see the section entitled “Questions and Answers About the Merger and the Special Meeting.”

You should rely only on the information contained, or incorporated by reference into, in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2021. The information contained in this proxy statement/prospectus is accurate only as of that date, or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to holders of Navios Containers Common Units nor the issuance by Navios Partners of Navios Partners Common Units pursuant to the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation.

The information concerning Navios Partners contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Navios Partners, and information concerning Navios Containers contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Navios Containers.

NOTICE OF SPECIAL MEETING

TO BE HELD ON MARCH 24, 2021

To Limited Partners of Navios Maritime Containers L.P.:

You are invited to attend a special meeting of the limited partners (the “Special Meeting”) of Navios Maritime Containers L.P. (“Navios Containers”) to be held at the offices of Navios Containers, located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021, at 10:00 a.m., local time, for the following purposes:

As described in the accompanying proxy statement/prospectus, each of the Conflicts Committee of the Navios Containers Board of Directors and the Navios Containers Board of Directors unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Containers and the holders of Navios Containers Public Units; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Containers Common Units approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. The Conflicts Committee of the Navios Containers Board of Directors and the Navios Containers Board of Directors recommend that you vote “FOR” the approval of the Merger Agreement and “FOR” the adjournment proposal.

The proxy statement/prospectus that accompanies this notice provides extensive information about the Special Meeting, the Merger Agreement, the Merger and other related matters. You are urged to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. A copy of the Merger Agreement is included in the proxy statement/prospectus as Annex A.

Whether or not you plan to attend the Special Meeting, please read the enclosed proxy statement/prospectus and complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card. Your vote is very important, regardless of the number of Navios Containers Common Units you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., local time, on March 23, 2021.

Only holders of record of Navios Containers Common Units at the close of business on February 10, 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

Please note, however, that if your Navios Containers Common Units are held of record by a bank, broker or other nominee and you wish to vote at the Special Meeting, you must obtain a legal proxy in your name from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at the Special Meeting. Please also bring to the Special Meeting your account statement or letter from your bank, broker or other nominee evidencing your beneficial ownership of Navios Containers Common Units as of the record date and valid government-issued photo identification.

If you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Containers’ proxy solicitor, Morrow Sodali LLC, at Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902, by telephone at (800) 662-5200 or via email at Navios@investor.morrowsodali.com.

By Order of the Board of Directors,

Vasiliki Papaefthymiou

Secretary

TABLE OF CONTENTS

i

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following section provides brief answers to certain questions that you may have regarding the Merger and the matters being considered at the Special Meeting. Please note that this section does not address all issues that may be important to you as a holder of Navios Containers Common Units with respect to the Merger and Special Meeting. Accordingly, you should carefully read this entire proxy statement/prospectus, including each of the annexes, and the documents that have been incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement/prospectus.

Navios Containers is holding a Special Meeting to obtain the approval of the holders of Navios Containers Common Units necessary to adopt the Merger Agreement.

This proxy statement/prospectus constitutes both a proxy statement of Navios Containers and a prospectus of Navios Partners. It is a proxy statement because the Navios Containers Board is soliciting proxies from its limited partners. It is a prospectus because Navios Partners will issue Navios Partners Common Units to holders of Navios Containers Public Units as consideration for the exchange of outstanding Navios Containers Public Units in the Merger.

Your vote is very important, regardless of the number of Navios Containers Common Units you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., local time, on March 23, 2021.

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Any Navios Containers Common Units held by Navios Containers and its subsidiaries will be cancelled, and no Merger Consideration or other consideration will be delivered for those cancelled units. The Navios Containers General Partner Unit (as defined below) held by Navios Containers GP will remain outstanding as a non-economic general partner interest in the surviving partnership and will be transferred to Navios Partners, or a subsidiary of Navios Partners, as a result of the Merger, with Navios Containers GP receiving one Navios Partners Common Unit as consideration for such transfer. The Navios Containers Common Units held by Navios Partners and its subsidiaries will remain outstanding as partnership interests in the surviving partnership and will be unaffected by the Merger.

Navios Partners will not issue any fractional Navios Partners Common Units to holders of Navios Containers Public Units. Instead, each holder of Navios Containers Public Units otherwise entitled to a fraction of a Navios Partners Common Unit of 0.5 or above will be entitled to receive a full Navios Partners Common Unit. Any holder of Navios Containers Public Units otherwise entitled to a fraction of a Navios Partners Common Unit of less than 0.5 will receive no consideration for such fractional unit, which will be forfeited. See the section entitled “The Merger Agreement—Exchange of Units; Fractional Units—Fractional Units.”

Following the completion of the Merger, it is anticipated that the former holders of Navios Containers Public Units will own, by virtue of the exchange of their Navios Containers Public Units for Navios Partners Common Units, approximately 41.8% of the total Navios Partners Common Units (based on the number of Navios Containers Public Units and Navios Partners Common Units outstanding as of the date of this proxy statement/prospectus). It is anticipated that Navios Partners Common Units issued in the Merger will trade on the NYSE under the symbol “NMM.”

The aggregate number of Navios Partners Common Units to be issued as Merger Consideration will not be adjusted to reflect changes in the price of Navios Containers Common Units or Navios Partners Common Units prior to the completion of the Merger.

2

Navios Containers GP and certain members of the Navios Containers Board are affiliated with Navios Partners. Angeliki Frangou, who serves as Navios Containers’ Chief Executive Officer and as Chairman of the Navios Containers Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board of Directors (the “Navios Partners Board”), and is the indirect owner of the general partner of both Navios Containers and Navios Partners. Efstratios Desypris, a member of the Navios Containers Board, serves as Chief Financial Officer of Navios Partners.

In addition, George Achniotis serves as Navios Containers’ Executive Vice President—Business Development and as Navios Partners’ Executive Vice President—Business Development and as a member of the Navios Partners Board.

Navios Partners and its affiliates are also parties to several agreements and transactions with Navios Containers. For additional information, see the section entitled “Related Party Transactions.”

Under the Merger Agreement, Navios Partners has agreed to vote all Navios Containers Common Units owned by it in favor of the Merger Agreement and related matters. As of the date of this proxy statement/prospectus, Navios Partners and Navios Containers each expects that its respective directors and executive officers, as well as Navios Holdings, will vote any Navios Containers Common Units held by them “FOR” the approval of the Merger Agreement, and the adjournment proposal.

3

Some of the unitholders hold their units through a bank, broker or other nominee rather than directly in their own names. As summarized below, there are some distinctions between units held of record and those owned beneficially:

If a quorum is not present or if there are not sufficient votes for the approval of the Merger Agreement, Navios Containers expects that the Special Meeting will be adjourned to solicit additional proxies.

4

If you submit a proxy without specifying the manner in which you would like your Navios Containers Common Units to be voted, such units will be voted “FOR” approval of the Merger Agreement.

If you are a beneficial owner, you should instruct your bank, broker or other nominee to vote your Navios Containers Common Units. If you do not instruct your bank, broker or other nominee, it will not be able to vote your Navios Containers Common Units. Please check with your bank, broker or other nominee and follow the voting procedures it provides. Your bank, broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See the section entitled “The Special Meeting—Voting; Proxies.”

Navios Maritime Containers L.P.

Attn: Secretary

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

Or by email to legal_corp@navios.com

5

If your Navios Containers Common Units are held in “street name” by a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

6

If a bank, broker or other nominee holds your Navios Containers Common Units, then you should also contact your bank, broker or other nominee for additional information.

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RISK FACTORS

The Merger, the Navios Partners business, and owning Navios Partners Common Units involve a high degree of risk. In addition to the other information included or incorporated by reference in this proxy statement/prospectus, including the matters under the section entitled “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the following risk factors. The matters described below may not contain all of the information that is important to you in evaluating the Merger. Accordingly, we urge you to read this entire proxy statement/prospectus, including the appendices and the information included or incorporated by reference in this document. Please also refer to the additional risk factors identified in the periodic reports and other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Risks Related to the Merger

Because the market price of Navios Partners Common Units may fluctuate, you cannot be certain of the precise value of the Merger Consideration that you will receive in the Merger.

The Exchange Ratio is fixed such that each Navios Containers Public Unit will be converted into the right to receive 0.39 of a Navios Partners Common Unit in connection with the Merger. The Exchange Ratio will not be adjusted for changes in the market price of either Navios Containers Common Units or Navios Partners Common Units between the date of signing the Merger Agreement and completion of the Merger. Accordingly, the value of the Merger Consideration to be received at closing will vary depending on the market price of Navios Partners Common Units on the date of the closing of the Merger.

In addition, the price of Navios Partners Common Units and the price of Navios Containers Common Units at the Effective Time may vary from their respective prices on the date the Merger Agreement was executed and on the date of this proxy statement/prospectus. There is no “price protection” mechanism contained in the Merger Agreement that would adjust the number of Navios Partners Common Units that holders of Navios Containers Public Units will receive based on any decreases in the trading price of Navios Partners Common Units.

These variations in Navios Partners Common Unit and Navios Containers Common Unit prices may be the result of various factors, including:

The market price for Navios Partners Common Units may be affected by factors different from those affecting the Navios Containers Common Units.

Upon completion of the Merger, holders of Navios Containers Public Units will become holders of Navios Partners Common Units. Some of Navios Containers’ businesses differ from those of Navios Partners, and, accordingly, the results of operations of Navios Partners will be affected by some factors that are different from those currently affecting the results of operations of Navios Containers. For a discussion of the businesses of

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Navios Partners and Navios Containers and of other factors to consider in connection with those businesses, you should carefully review this document and documents incorporated by reference, including the risk factors described in Navios Partners’ annual report on Form 20-F for the fiscal year ended December 31, 2019, as filed with the SEC on April 1, 2020, Navios Containers’ annual report on Form 20-F for the fiscal year ended December 31, 2019, as filed with the SEC on March 18, 2020, and each of Navios Partners’ and Navios Containers’ other filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement/prospectus.

The announcement and pendency of the Merger could adversely affect each of Navios Partners’ and Navios Containers’ business, results of operations and financial condition.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding Navios Partners’ and Navios Containers’ business, including affecting Navios Partners’ and Navios Containers’ relationships with its existing and future customers and suppliers, which could have an adverse effect on Navios Partners’ or Navios Containers’ business, results of operations and financial condition, regardless of whether the Merger is completed. In particular, Navios Partners and Navios Containers could potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, each of Navios Partners and Navios Containers has expended, and continues to expend, significant management resources, in an effort to complete the Merger, which are being diverted from Navios Partners’ and Navios Containers’ day-to-day operations.

If the Merger is not completed, the trading price of Navios Partners Common Units may fall to the extent that the current price of Navios Partners Common Units reflects a market assumption that the Merger will be completed. In addition, the failure to complete the Merger may result in negative publicity or a negative impression of Navios Partners in the investment community and may affect Navios Partners’ relationship with customers, suppliers and other partners in the business community.

The Merger is subject to closing conditions that, if not satisfied or waived, will result in the Merger not being consummated; accordingly, there is no assurance when or if the Merger will be completed.

The obligation of the parties to the Merger Agreement to complete the Merger is subject to the satisfaction or waiver of certain conditions, including, among others:

The parties’ obligations are also separately subject to the satisfaction or waiver of the following conditions:

27

There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Merger. As a result of these conditions, there is no assurance that the Merger will be completed on the terms or timeline currently contemplated, or at all. If the Merger does not occur, it may cause the market price of the Navios Containers Common Units and of the Navios Partners Common Units to decline.

Except in specified circumstances, if the Merger is not completed by August 31, 2021, subject to extension in specified circumstances, either Navios Partners or Navios Containers may choose not to proceed with the Merger.

Either Navios Partners or Navios Containers may terminate the Merger Agreement if the Effective Time has not occurred by August 31, 2021. However, this right to terminate the Merger Agreement will not be available to Navios Partners or Navios Containers if the failure of such party to materially perform any of its obligations under the Merger Agreement has been the principal cause of, or resulted in, the failure of the Merger to be completed on or before such time. For more information, see the section entitled “The Merger Agreement—Termination.”

The termination of the Merger Agreement could negatively impact Navios Containers and Navios Partners.

If the Merger is not completed for any reason, including as a result of holder of Navios Containers Common Units failing to approve the Merger Agreement, the ongoing business of Navios Containers and Navios Partners may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, Navios Containers and Navios Partners may be subject to a number of risks, including the following:

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In addition, upon termination of the Merger Agreement under specified circumstances, Navios Partners or Navios Containers may be required to reimburse the other party for its costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum amount of $1.0 million. In addition, upon termination of the Merger Agreement under certain circumstances, Navios Containers may be required to pay Navios Partners the Termination Fee of $3,705,000. See the section entitled “The Merger Agreement—Termination.”

Certain of the executive officers and members of the Navios Containers Board, as well as Navios Containers’ major unitholders, have interests that are different from, and/or in addition to, the interests of other holders of Navios Containers Common Units.

Some of the members of the Navios Containers Board and certain of Navios Containers’ executive officers have financial interests in the Merger that are in addition to, and/or different from, the interests of other holders of Navios Containers Common Units, but only with respect to indemnification and insurance coverage. In particular, the Merger Agreement provides for director and officer indemnification arrangements for each of Navios Containers’ directors and officers and provides existing directors’ and officers’ liability insurance to the Navios Containers directors and officers that will continue for six years following completion of the Merger. With the exception of three directors and executive officers who collectively hold less than 1% Navios Containers Common Units, none of the officers or directors of Navios Containers own any Navios Containers Common Units or any other securities of Navios Containers. In addition, Navios Containers GP is owned and controlled by an entity affiliated with Navios Containers’ Chairman and Chief Executive Officer. For a detailed discussion of the interests that Navios Containers’ directors and executive officers have in the Merger, please see the section entitled “The Merger—Interests of Navios Containers’ Directors and Officers in the Merger.”

In addition, as of the date of this proxy statement/prospectus, Navios Partners owned approximately 35.7% of the outstanding Navios Containers Common Units, and Navios Holdings, which owns approximately 18.2% of Navios Partners, owned approximately 3.9% of the outstanding Navios Containers Common Units.

Since no money, fees or bonuses will be paid in connection with the completion of the Merger, none of the directors, executive officers or major unitholders will have a direct monetary interest in the transaction.

Certain rights of the holders of Navios Containers Public Units will change as a result of the Merger.

Upon completion of the Merger, holders of Navios Containers Public Units will no longer be unitholders of Navios Containers but will be unitholders of Navios Partners. There will be certain differences between your current rights as a holder of Navios Containers Common Units, on the one hand, and the rights to which you will be entitled as a holder of Navios Partners Common Units, on the other hand. For a more detailed discussion of the differences in the rights of holders of Navios Containers Common Units and Navios Partners Common Units, see the section entitled “Comparison of Unitholder Rights.”

While the Merger Agreement is in effect, Navios Containers’ and Navios Partners’ businesses are subject to restrictions on their business activities.

Under the Merger Agreement, Navios Containers, Navios Partners and their respective subsidiaries are subject to certain restrictions on the conduct of their respective businesses and, subject to certain exceptions, generally must operate their respective businesses in the ordinary course consistent with past practice prior to completing the Merger (unless Navios Containers or Navios Partners obtains the other’s consent, as applicable, which is not to be unreasonably withheld, delayed or conditioned), which may restrict Navios Containers’ and Navios Partners’ ability to exercise certain of their respective business strategies. These restrictions may prevent Navios Containers and Navios Partners from selling assets, issuing, delivering or selling their securities in excess of certain agreed limits, declaring or paying any dividend or distribution (other than, for Navios Partners, regular quarterly cash dividends or distributions in the ordinary course, which shall be no greater than $0.05 per Navios

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Partners Common Unit), incurring indebtedness or making changes to their respective businesses or governing documents prior to the completion of the Merger or termination of the Merger Agreement, as applicable. These restrictions could have an adverse effect on Navios Containers’ and Navios Partners’ respective businesses, financial results, financial condition or common unit price.

Existing unitholders of Navios Partners and Navios Containers will have a reduced ownership and voting interest in, and will exercise less influence over management of, the combined company after the completion of the Merger.

Upon the completion of the Merger, each holder of Navios Containers Public Units that receives Navios Partners Common Units in the Merger will become a unitholder of Navios Partners, with a percentage ownership of, and voting interest in, the combined company that is smaller than such unitholder’s percentage ownership of, and voting interest in, Navios Containers immediately prior to the Merger. In addition, as a result of the issuance by Navios Partners to holders of Navios Containers Public Units in connection with the Merger, upon the completion of the Merger, each Navios Partners unitholder will have a percentage ownership of, and voting interest in, the combined company that is smaller than such unitholder’s percentage ownership of, and voting interest in, Navios Partners immediately prior to the Merger. Accordingly, existing unitholders of Navios Partners and Navios Containers will have less influence on the management and policies of the combined company than they now have on the management and policies of Navios Partners or Navios Containers, as applicable.

Financial projections regarding Navios Partners and Navios Containers may not prove accurate.

In performing its financial analyses and rendering its fairness opinion, the financial advisor to the Navios Containers Conflicts Committee reviewed and relied on, among other things, internal financial analyses and forecasts for Navios Partners and Navios Containers. These financial projections include assumptions of Navios Partners and Navios Containers, including with regards to future operating cash flows, expenditures and income. These financial projections were not prepared with a view toward public disclosure or toward compliance with U.S. GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants. The financial projections should not be regarded as an indication that Navios Partners, Navios Containers, or their respective representatives considered or consider the projections to be a reliable or accurate prediction of future performance. The financial projections are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. The failure of Navios Partners or Navios Containers to achieve projected results, including projected cash flows, could have a material adverse effect on the price of Navios Partners Common Units, its financial position and its ability to maintain or increase its distributions following the Merger.

The successful execution of the integration strategy following the consummation of the Merger will involve risks and may not be successful.

The success of the Merger will depend, in part, on the ability of the combined company to realize the anticipated benefits from combining Navios Partners’ and Navios Containers’ businesses. Realizing the benefits of the Merger will depend in part on the integration of assets, operations, functions and personnel while maintaining adequate focus on the core businesses of the combined company. Any expected cost savings, economies of scale, enhanced liquidity or other operational efficiencies, as well as revenue enhancement opportunities anticipated from the combination of Navios Partners and Navios Containers, or other synergies, may not occur.

The combined company’s management team will face challenges inherent in efficiently managing the combined company’s fleet, including the need to implement appropriate systems, policies, benefits and compliance programs. If management of the combined company is unable to minimize the potential disruption of the combined company’s ongoing business caused by the integration efforts and the distraction of management during the integration process, the anticipated benefits of the Merger may not be realized or may only be realized

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to a lesser extent than expected. In addition, the inability to successfully manage the implementation of appropriate systems, policies, benefits and compliance programs for the combined company could have an adverse effect on the combined company after the Merger. These integration-related activities could also have an adverse effect on each of Navios Partners and Navios Containers pending the completion of the Merger.

It is possible that the integration process could result in the loss of key employees, as well as the disruption of each of Navios Partners’ and Navios Containers’ ongoing businesses or the creation of inconsistencies between Navios Partners’ and Navios Containers’ standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with service providers, customers and employees after the Merger or to achieve the anticipated benefits of the Merger.

The combined company’s operating expenses may increase significantly over the near term due to the expanded operations and expenses or other changes related to the Merger. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Merger and materially and adversely affect the combined company’s business, operating results and financial condition.

The combined company may not realize all of the anticipated benefits of the Merger.

Navios Partners and Navios Containers believe that the Merger will provide benefits to the combined company, as described elsewhere in this proxy statement/prospectus. However, there is a risk that some or all of the expected benefits of the Merger may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of Navios Partners, including but not limited to the strength or weakness of the economy and competitive factors in the areas where Navios Partners and Navios Containers do business, the effects of competition in the markets in which Navios Partners or Navios Containers operate, and the impact of changes in the laws and regulations regulating the seaborne transportation industry or the container market or affecting domestic or foreign operations. The challenge of coordinating previously separate businesses makes evaluating the business and future financial prospects of the combined company following the Merger difficult. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in decreased revenues or distributions. The past financial performance of each of Navios Partners and Navios Containers may not be indicative of their future financial performance.

Failure to realize all of the anticipated benefits of the Merger may impact the financial performance of the combined company, the price of Navios Partners Common Units and the ability of Navios Partners to pay distributions on the Navios Partners Common Units. The declaration of distributions by Navios Partners will be at the discretion of its board of directors.

The market value of Navios Partners Common Units may decline as a result of the Merger.

The market value of Navios Partners Common Units may decline as a result of the Merger if, among other things, the combined company is unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of Navios Partners’ and Navios Containers’ businesses are not realized or if the transaction costs related to the Merger are greater than expected. The market value also may decline if the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by the market, or if the effect of the Merger on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, resales of Navios Partners Common Units following the Merger may cause the market value of the Navios Partners Common Units to decline.

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The opinion of the Navios Containers Conflicts Committee’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

The Navios Containers Conflicts Committee will not obtain an updated fairness opinion from its financial advisor as of the date of this proxy statement/prospectus, the Special Meeting or the consummation of the Merger. Changes in the operations and prospects of Navios Partners or Navios Containers, general market and economic conditions and other factors that may be beyond the control of Navios Partners or Navios Containers, and on which the opinion of the financial advisor of the Navios Containers Conflicts Committee were based, may significantly alter the value of Navios Containers or the prices of Navios Partners Common Units by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because the Navios Containers Conflicts Committee currently does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed.

Navios Partners is organized under the laws of the Republic of the Marshall Islands and a substantial portion of its assets will continue to be, and most of its directors and officers will continue to reside, outside of the United States after the Merger and it may not be possible for unitholders to enforce civil liability provisions of the securities laws of the United States in the Marshall Islands.

Navios Partners is organized under the laws of the Republic of the Marshall Islands. The Republic of the Marshall Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. After the Merger, substantially all of the combined company’s assets will be located outside the United States, and most of the combined company’s directors and officers will reside outside the United States. As a result, it may be difficult for investors to effect service within the United States upon those directors and officers, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of the combined company and such directors and officers under the U.S. federal securities laws. There is uncertainty as to the enforceability in the Republic of the Marshall Islands by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the U.S. federal securities laws.

If the Merger is not treated as a reorganization with respect to holders of Navios Containers Common Units, then such unitholders may be required to recognize gain for U.S. federal income tax purposes at the time of the exchange of their Navios Containers Public Units in the Merger.

It is intended that, for U.S. federal income tax purposes, the Merger, together with the Optional Second Merger, should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that Section 367(a) of the Code should not cause Navios Partners to be treated as other than a corporation with respect to any transfer of property thereto in connection with the Merger (other than, in certain circumstances, a transfer by a holder of Navios Containers Common Units that is a United States person and that holds 5% or more by vote or by value (within the meaning of Treasury Regulations Section 1.367(a)-3(b)(1)(i)) of Navios Partners immediately following the Merger). If the Merger so qualifies, U.S. Holders of Navios Containers Public Units generally should not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Navios Containers Public Units for Navios Partners Common Units. However, qualification of the Merger for the Intended Tax Treatment depends on many factors, and neither Navios Partners nor Navios Containers is making any representation as to whether the Merger should qualify as a reorganization. Moreover, the Intended Tax Treatment will not be binding on the IRS or any court. Under the terms of the Merger Agreement, Navios Partners and Navios Containers have agreed to use reasonable efforts to obtain an opinion of Fried, Frank, Harris, Shriver, and Jacobson LLP, dated as of the Closing Date, substantially to the effect that the Merger should qualify for the Intended Tax Treatment. However, the completion of the Merger is not conditioned upon the receipt of an opinion of counsel to the effect that the Merger should qualify for the Intended Tax Treatment. Moreover, Fried, Frank, Harris, Shriver, and Jacobson LLP’s ability to provide its opinion may depend on whether the Optional Second Merger is consummated. In addition, neither Navios Containers nor Navios Partners intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Accordingly, no assurance can

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be given that the IRS will not challenge the Intended Tax Treatment or that a court would not sustain such a challenge. If the Merger is not treated as a reorganization with respect to holders of Navios Containers Common Units, then a Navios Containers unitholder would recognize gain (but may not be able to recognize loss) for U.S. federal income tax purposes in an amount equal to the excess, if any, of the fair market value of the Navios Partners Common Units received by such holder in the Merger over such holder’s tax basis in the Navios Containers Common Units surrendered. Holders of Navios Containers Common Units are urged to consult with their own tax advisors regarding the consequences to them if the Merger is not treated as a reorganization. See “Material U.S. Federal Income Tax Consequences of the Merger.” In addition, although Navios Containers does not believe it is currently a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the Code for U.S. federal income tax purposes, if Navios Containers is now or previously was for any year a PFIC, the Merger may be taxable to U.S. Holders of Navios Containers Common Units who owned equity interests in Navios Containers while Navios Containers was a PFIC even if the Merger is treated as a reorganization. U.S. Holders of Navios Containers Common Units who believe they may have held equity interests of Navios Containers while it was a PFIC are urged to consult with their own tax advisors regarding the consequences to them of the Merger.

The Merger may be subject to litigation, which could delay the Merger and prevent the Merger from being completed.

Navios Partners and/or Navios Containers may in the future be party to legal proceedings and claims related to the Merger. Legal challenges to the Merger could result in an injunction, preventing or delaying the completion of the Merger. Any litigation relating to the Merger could require Navios Partners and Navios Containers to incur substantial costs in connection therewith and divert management’s attention from their respective businesses.

Risk Factors Relating to the Shipping Industry and the Operation of Navios Partners’ Vessels

Navios Partners’ business, financial performance and results of operations has been, and may continue to be, adversely affected by the impact of the COVID-19 pandemic.

The spread of the COVID-19 virus, which was declared a pandemic by the World Health Organization in March 2020, has caused substantial disruptions in the global economy and the shipping industry, as well as significant volatility in the financial markets, the severity and duration of which remains uncertain.

The impact of the COVID-19 pandemic continues to unfold and may continue to negatively affect Navios Partners’ business, financial performance and results of operations, including due to decreased demand for global seaborne dry bulk and container trade and dry bulk and containership charter rates, the extent of which will depend largely on future developments. As a result, many of Navios Partners’ estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, Navios Partners’ estimates may change in future periods. Navios Partners has evaluated the impact of the current economic situation on the recoverability of the carrying amount of its vessels. As of June 30, 2020, it concluded that events and circumstances triggered the existence of potential impairment of our vessels. These indicators included volatility in the charter market, as well as the potential impact the current marketplace may have on Navios Partners’ future operations. As a result, Navios Partners performed step one of the impairment assessment of its vessels by comparing the undiscounted projected net operating cash flows for each vessel to its carrying value. As of June 30, 2020, Navios Partners’ assessment concluded that step two of the impairment analysis was required for three containerships held and used, as the undiscounted projected net operating cash flows did not exceed the carrying value. As a result, Navios Partners recorded an impairment loss of $6.8 million for these vessels, being the difference between the fair value and the vessel’s carrying value, together with the carrying value of deferred drydock and special survey costs related to the vessel. As of September 30, 2020, Navios Partners concluded that events and circumstances did not trigger the existence of potential impairment of its vessels, mainly due to the market improvement since June 30, 2020.

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Risks Related to Navios Containers

You should read and consider the risk factors specific to Navios Containers that will also affect the combined company after completion of the Merger. These risks are described in Navios Containers’ annual report on Form 20-F for the fiscal year ended December 31, 2019, as filed with the SEC on March 18, 2020, and other filings with the SEC, each of which is incorporated by reference herein, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Risks Related to Navios Partners

You should read and consider the risk factors specific to Navios Partners that will also affect the combined company after completion of the Merger. These risks are described in Navios Partners’ annual report on Form 20-F for the year ended December 31, 2019, as filed with the SEC on April 1, 2020, and other filings with the SEC, each of which is incorporated by reference herein, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in, or incorporated by reference into, this proxy statement/prospectus which are not historical facts (including Navios Partners’ and Navios Containers’ financial forecast and any other statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking statements. In addition, Navios Partners, Navios Containers and their respective representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about plans, strategies, business prospects, changes and trends in the business and the markets in which Navios Partners and Navios Containers operate as described in this proxy statement/prospectus. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “might,” “could,” “should,” “would,” “will,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “projects,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements appear in a number of places and include statements with respect to, among other things:

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These and other forward-looking statements are made based upon Navios Partners’ and Navios Containers’ current plans, expectations, estimates, assumptions, and beliefs concerning future events and therefore involve a number of risks and uncertainties, including, but not limited to, those risks discussed under the section entitled

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“Risk Factors.” The forward-looking statements contained in this proxy statement/prospectus are based on Navios Partners’ and Navios Containers’ current expectations and beliefs concerning future developments and their potential effects on Navios Partners and Navios Containers. There can be no assurance that future developments will be those that Navios Partners and Navios Containers have anticipated.

The foregoing list of important factors is not exhaustive, and other factors could also adversely affect the completion of the Merger and the future results of Navios Partners and Navios Containers, including the factors described in Navios Partners’ annual report on Form 20-F for the year ended December 31, 2019, as filed with the SEC on April 1, 2020, and other important factors described in Navios Partners’ filings with the SEC, and Navios Containers’ annual report on Form 20-F for the year ended December 31, 2019, as filed with the SEC on March 18, 2020, and other important factors described in Navios Containers’ filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus. You should carefully review and consider the various disclosures included in this joint proxy statement/prospectus and in other documents incorporated by reference herein that attempt to advise interested parties of the risks and factors that may affect Navios Containers’ and/or Navios Partners’ business, prospects, financial condition and results of operations.

The risks, uncertainties and assumptions involved are inherently subject to significant uncertainties and contingencies, many of which are beyond Navios Partners’ and/or Navios Containers’ control. You are cautioned that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. Navios Partners and Navios Containers undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Navios Partners and Navios Containers to predict all of these factors. Further, Navios Partners and Navios Containers cannot assess the impact of each such factor on business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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THE SPECIAL MEETING

This proxy statement/prospectus is being provided to holders of Navios Containers Common Units as part of a solicitation of proxies by the Navios Containers Board for use at the Special Meeting.

Date, Time and Place

The Special Meeting of limited partners of Navios Containers will be held at the offices of Navios Maritime Containers L.P., located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021, at 10:00 a.m., local time, unless adjourned or postponed to a later time.

Purpose of the Special Meeting

At the Special Meeting, we are asking holders of Navios Containers Common Units:

Approval and Recommendation of the Navios Containers Conflicts Committee and the Navios Containers Board

The Navios Containers Conflicts Committee and the Navios Containers Board (based on the recommendation of the Navios Containers Conflicts Committee) have each unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Containers and the holders of Navios Containers Public Units; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Containers Common Units approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. In addition, in accordance with the Navios Containers Partnership Agreement, the Navios Containers Conflicts Committee granted Special Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. The Navios Containers Conflicts Committee and the Navios Containers Board unanimously recommend that Navios Containers’ limited partners vote “FOR” the approval of the Merger Agreement and “FOR” the approval of the adjournment proposal. For a discussion of the material factors considered by the Navios Containers Conflicts Committee in reaching its conclusions, see the sections entitled “The Merger—Recommendation of the Navios Containers Conflicts Committee” and “The Merger—Reasons for the Navios Containers Conflicts Committee’s Recommendation.”

In considering the recommendation of the Navios Containers Board with respect to the proposals, you should be aware that Navios Containers’ directors and executive officers have interests that are different from, or in addition to, the interests of holders of Navios Containers Common Units generally. For more information, see the section entitled “The Merger—Interests of Navios Containers’ Directors and Officers in the Merger.”

Record Date; Quorum

Only holders of record of Navios Containers Common Units at the close of business on the record date, February 10, 2021, are entitled to notice of and to vote at the Special Meeting and are entitled to one vote per unit, subject to the limitations described in the section below entitled “The Special Meeting—Vote Required.”

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A quorum at the Special Meeting requires the presence in person or by proxy of holders of a majority of the outstanding Navios Containers Common Units, calculated in accordance with the limitations contained in the Navios Containers Partnership Agreement, as described in the section below entitled “The Special Meeting—Vote Required.”

If you submit a properly executed proxy card, you will be considered part of the quorum, subject to such limitations. Holders of Navios Containers Common Units present in person at the Special Meeting but not voting, and Navios Containers Common Units for which Navios Containers has received proxies indicating that their holders have abstained, will be counted as present at the Special Meeting for purposes of determining whether a quorum is established, also subject to the limitations described below. Broker “non-votes,” if any, will be counted for purposes of determining whether a quorum exists at the Special Meeting. A broker “non-vote” occurs when a bank, broker or other nominee holding units for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

If a quorum is not present or if there are not sufficient votes for the approval of the Merger Agreement, Navios Containers expects that the Special Meeting will be adjourned to solicit additional proxies.

If the adjournment proposal is approved and the Special Meeting is adjourned, unitholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Upon reasonable written demand and at the limited partner’s expense, and for a purpose reasonably related to the limited partner’s interest as a limited partner in the Navios Containers, Navios Containers will provide a list of limited partners.

Vote Required

The approval of the Merger requires the affirmative vote of the holders of a majority of the outstanding Navios Containers Common Units. Abstentions and broker non-votes, and units not voted, will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

The adjournment proposal is required to be approved by the affirmative vote of the majority of votes present or represented by proxy and entitled to vote at the Special Meeting. Accordingly, abstentions and units present but not voted will have the same effect as a vote “AGAINST” this proposal, while broker non-votes and units not in attendance will have no effect on the outcome of this proposal.

The Navios Containers Partnership Agreement limits any person or Group that beneficially owns more than 4.9% of the voting power of the Navios Containers Common Units (or would own that percentage after application of this limitation) from voting his, her or its Navios Containers Common Units above 4.9%, and also provides that excess units are not considered to be outstanding for purposes of calculating whether a quorum is present or whether the required vote on any proposal has been obtained. This limitation does not apply to Navios Containers Common Units held by Navios Containers GP or its affiliates or any person or Group who acquired more than 4.9% of the Navios Containers Common Units with the prior approval of the Navios Containers Board after considering the potential tax effects on Navios Containers of granting such approval.

Under the rules that govern brokers who have record ownership of common units that are held in “street name” for their clients, the beneficial owners of the units, brokers have discretion to vote these units on routine matters but not on non-routine matters. Neither the approval of the Merger Agreement nor the adjournment proposal is considered a routine matter. Accordingly, brokers will not have discretionary voting authority to vote your

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Navios Containers Common Units on the Merger Agreement or the adjournment proposal. A broker non-vote occurs when brokers do not have discretionary voting authority and have not received instructions from the beneficial owners of the common units on a particular non-routine matter. A broker will not be permitted to vote on the proposal to approve the Merger Agreement or the adjournment proposal without instruction from the beneficial owner of the Navios Containers Common Units held by that broker. As a result, Navios Containers Common Units beneficially owned that have been designated on proxy cards by the bank, broker or other nominee as not voted on the proposal to approve the Merger Agreement (broker “non-vote”) will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. Broker non-votes will have no effect, however, on the proposal to approve the adjournment proposal. If you hold Navios Containers Common Units through a bank, broker or other nominee with custody of your units, follow the voting instructions you receive from such nominee.

Adjournment

Under the terms of the Merger Agreement, Navios Containers may, and at the request of Navios Partners, will, adjourn or postpone the Special Meeting (i) to solicit additional proxies to approve the Merger Agreement, (ii) due to the absence of quorum, and (iii) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Navios Containers’ limited partners within a reasonable amount of time in advance of the Special Meeting.

Voting of Navios Containers Common Units Owned by Affiliates, Directors and Executive Officers

As of the date of this proxy statement/prospectus, Navios Partners owned approximately 11.6 million, or 35.7%, of the outstanding Navios Containers Common Units, and Navios Holdings, which owns approximately 18.2% of the equity interests of Navios Partners, owned approximately 1.3 million, or 3.9%, of the outstanding Navios Containers Common Units. Directors and executive officers of Navios Containers and Navios Partners owned less than 1% of the outstanding Navios Containers Common Units.

Under the Merger Agreement, Navios Partners has agreed to vote all Navios Containers Common Units owned by it in favor of the Merger Agreement and related matters. As of the date of this proxy statement/prospectus, Navios Partners and Navios Containers each expects that its respective directors and executive officers, as well as Navios Holdings, will vote any Navios Containers Common Units held by them “FOR” the approval of the Merger Agreement, and the adjournment proposal.

Voting; Proxies

If you were a holder of record of Navios Containers Common Units at the close of business on the record date, you may vote in person by attending the Special Meeting or, to ensure that your units are represented at the Special Meeting, you may authorize a proxy to vote. To vote by proxy, after carefully reading and considering the information contained in, and incorporated by reference into, this proxy statement/prospectus, please fill out, sign and date the proxy card and then mail your signed proxy card in the enclosed envelope, as soon as possible so that your units may be voted at the Special Meeting.

Subject to the limitations contained in the Navios Containers Partnership Agreement, as described in the section above entitled “The Special Meeting—Vote Required,” all Navios Containers Common Units represented by each properly executed and valid proxy received by 11:59 p.m., local time, on March 23, 2021 will be voted in accordance with the instructions given on the proxy. If a holder of Navios Containers Common Units executes a proxy card without giving instructions, the units represented by that proxy card will be voted “FOR” both of the proposals.

Your vote is very important, regardless of the number of units you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., local time, on March 23, 2021.

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If your Navios Containers Common Units are held beneficially in “street name,” you should instruct your bank, broker, or other nominee to vote your units. If you do not instruct your bank, broker or other nominee, it will not be able to vote your units. Please check with your bank, broker or other nominee and follow the voting procedures it provides. Your bank, broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet.

Revocations

If your Navios Containers Common Units are registered directly in your name, there are three ways you can change your vote after you have submitted your proxy:

Navios Maritime Containers L.P.

Attn: Secretary

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

Or by email to legal_corp@navios.com

If your Navios Containers Common Units are held in “street name” by a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

Failure to Vote or Specify Vote

If you do not vote your Navios Containers Common Units with respect to the proposal to approve the Merger Agreement, including the transactions contemplated therein, it will have the same effect as a vote against the proposal, subject to the limitations contained in the Navios Containers Partnership Agreement, as described in the section above entitled “The Special Meeting—Vote Required.” However, if the proposal to approve the Merger Agreement, including the transactions contemplated therein, is approved and the Merger is completed, your Navios Containers Common Units will be converted into the right to receive the merger consideration even though you did not vote.

If you submit a proxy without specifying the manner in which you would like your Navios Containers Common Units to be voted, your Navios Containers Common Units will be voted “FOR” approval of the Merger Agreement and “FOR” approval of the adjournment proposal.

Dissenters’ or Appraisal Rights

Holders of Navios Containers Common Units do not have dissenters’ or appraisal rights under applicable law or contractual dissenters’ or appraisal rights under the Merger Agreement.

Other Information

As of the date of this joint proxy statement/prospectus, the Navios Containers Board was unaware of any other matters that may be presented for action at the Special Meeting. If other matters properly come before the Special

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Meeting, or at any adjournment or postponement of the Special Meeting, Navios Containers intends that units represented by properly submitted proxies will be voted, or not voted, by and in accordance with the best judgment of the persons named as proxies on the proxy card.

Navios Containers will pay the costs of printing and mailing this proxy statement/prospectus to its limited partners and all other costs incurred in connection with the solicitation of proxies for the Special Meeting. In addition to the mailed proxy materials, Navios Containers’ and Navios Partners’ directors, officers, and other employees may also solicit proxies or votes in person, in writing, by telephone, e-mail, or other means of communication. Directors, officers and other employees of Navios Containers will not be paid any additional compensation for soliciting proxies. Navios Containers will also reimburse banks, brokers, nominees, and other record holders for their reasonable expenses in forwarding proxy materials to beneficial owners of Navios Containers Common Units. In addition, Navios Containers has retained Morrow Sodali LLC (“Morrow Sodali”) to assist in its solicitation of proxies and has agreed to pay them a fee of approximately $10,000, plus reasonable out-of-pocket expenses, for these services.

The matters to be considered at the Special Meeting are of great importance to Navios Containers’ limited partners. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement/prospectus and promptly complete, date, sign and return the enclosed proxy in the enclosed postage-paid envelope.

Questions and Additional Information

If you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Morrow Sodali, at Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902, by telephone at (800) 662-5200 or via email at Navios@investor.morrowsodali.com.

If a bank, broker or other nominee holds your Navios Containers Common Units, then you should also contact your bank, broker or other nominee for additional information.

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THE MERGER

Description of the Merger

On December 31, 2020, Navios Partners and Navios Containers agreed to combine businesses by merging Merger Sub, a wholly-owned subsidiary of Navios Partners, with and into Navios Containers. If the Merger is successfully consummated, Navios Containers will become a wholly-owned subsidiary of Navios Partners.

As a result of the Merger, each Navios Containers Public Unit will be converted into the right to receive 0.39 of a Navios Partners Common Unit.

The terms and conditions of the Merger are contained in the Merger Agreement, which is described in this proxy statement/prospectus and is included in this proxy statement/prospectus as Annex A. You are encouraged to read the Merger Agreement carefully and in its entirety because it is the legal agreement that governs the Merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the Merger are qualified by reference to the Merger Agreement. In addition to approval by the limited partners of Navios Containers at the Special Meeting, other important conditions to the completion of the Merger exist. Assuming the satisfaction or waiver of all of the conditions in the Merger Agreement, Navios Partners and Navios Containers expect to complete the Merger in the first quarter of 2021. However, Navios Partners and Navios Containers cannot assure you when or if the Merger will occur.

For additional and more detailed information regarding the legal documents that govern the Merger, including information about the conditions to the completion of the Merger and the provisions for terminating or amending the Merger Agreement, please read the section entitled “The Merger Agreement.”

Navios Partners’ Ownership Interest in Navios Containers

Holders of Navios Containers Common Units should be aware that, as of the date of this proxy statement/prospectus, Navios Partners owned approximately 11.6 million, or 35.7%, of the outstanding Navios Containers Common Units, and Navios Holdings, which owns approximately 18.2% of the equity interests of Navios Partners, owned approximately 1.3 million, or 3.9%, of the outstanding Navios Containers Common Units.

In addition, as of the date of this proxy statement/prospectus, directors and executive officers of Navios Containers and Navios Partners owned less than 1% of the outstanding Navios Containers Common Units. Certain officers and directors of Navios Partners also serve as directors or officers of Navios Containers, and Navios Partners and its affiliates are parties to several agreements and transactions with Navios Containers. For additional information, see the section entitled “Related Party Transactions.”

Certain persons associated with Navios Containers have a relationship with Navios Partners. Angeliki Frangou, who serves as Navios Containers’ Chief Executive Officer and as Chairman of the Navios Containers Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board, and is the indirect owner of the general partner of each of Navios Containers and Navios Partners. This gives Ms. Frangou the ability to effectively control the appointment of three of the seven members of the Navios Containers Board and to approve certain significant actions Navios Containers may take. Efstratios Desypris, a member of the Navios Containers Board, serves as Chief Financial Officer of Navios Partners. George Achniotis serves as Navios Containers’ Executive Vice President-Business Development of Navios Containers and as Navios Partners’ Executive Vice President-Business Development and as a member of the Navios Partners Board. Vasiliki Papaefthymiou serves as Secretary of both Navios Containers and Navios Partners. Certain of the foregoing persons also serve as officers, directors and/or members of certain affiliates of Navios Containers and/or Navios Partners. For additional information, please see the section entitled “Related Party Transactions.” As a result of these conflicts, these individuals may have differing interests relative to the Merger than other holders of Navios Containers Common Units.

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Background of the Merger

The Navios Partners Board regularly reviews operational and strategic opportunities to maximize value for investors of Navios Partners. The Navios Containers Board similarly regularly reviews operational and strategic opportunities to maximize value for holders of Navios Containers Common Units.

On October 16, 2020, during a special meeting of the Navios Containers Board, Angeliki Frangou, as Chairman of the Navios Containers Board, notified the Navios Containers Board that Navios Partners was considering approaching Navios Containers regarding a potential transaction pursuant to which Navios Containers would be combined with Navios Partners.

In anticipation of the possibility that Navios Partners may make a proposal to the Navios Containers Board for a business combination of Navios Containers with Navios Partners, and in light of Navios Partners owning approximately 35.7% of the outstanding Navios Containers Common Units, the Navios Containers Board delegated to the Navios Containers Conflicts Committee, which is a standing committee of the Navios Containers Board consisting of Konstantinos Maratos, Ifigeneia Tzavela and Vasilios Mouyis (each independent members of the Navios Containers Board), the power and authority to, among other things, (i) (A) review, evaluate and negotiate with Navios Partners a proposed transaction (the “Proposed Transaction”) and related arrangements and agreements on behalf of Navios Containers and the holders of Navios Containers Public Units, (B) make a recommendation to the Navios Containers Board whether to approve the Proposed Transaction and related arrangements and agreements and (C) determine whether to approve the Proposed Transaction and related arrangements and agreements by Special Approval, (ii) negotiate, or delegate to any authorized person the authority to negotiate, any terms of the Proposed Transaction and related arrangements and agreements as it may deem necessary or appropriate, in its sole discretion, and (iii) consult with management of Navios Containers and Navios Partners in connection with discussions and/or negotiations concerning potential terms and conditions of the Proposed Transaction and related arrangements and agreements. The Navios Containers Conflicts Committee was also authorized to retain legal and financial advisors in its sole discretion.

In late October 2020 and early November 2020, the Navios Containers Conflicts Committee interviewed several potential outside legal and financial advisors to advise the Navios Containers Conflicts Committee in connection with evaluating and negotiating the Proposed Transaction. Following such interviews, the Navios Containers Conflicts Committee decided to engage Latham & Watkins LLP (“Latham”) as legal counsel and Pareto as financial advisor because of each advisor’s knowledge, expertise and experience with public merger and acquisition transactions. In early November 2020, the Navios Containers Conflicts Committee executed an engagement letter with Latham. With the assistance of Latham, the Navios Containers Conflicts Committee negotiated and executed an engagement letter with Pareto effective November 17, 2020.

On November 6, 2020, the Navios Containers Conflicts Committee met via videoconference. At the meeting, representatives of Latham discussed with the Navios Containers Conflicts Committee, among other matters, its duties in, and best practices for, carrying out its evaluation, negotiation and review process for the Proposed Transaction.

On November 16, 2020, Navios Partners delivered a letter to the Navios Containers Board to propose the Proposed Transaction through which Navios Containers would merge with a subsidiary of Navios Partners and each Navios Containers Public Unit would be exchanged for 0.37 newly issued Navios Partners Common Units (the “Initial Proposal”). At the time, the proposed exchange ratio represented a 15% premium over the most recent closing trading price of Navios Containers Common Units and a 121.7% premium over Navios Containers’ 60-day volume weighted average price (“VWAP”).

On November 16, 2020, Navios Partners also issued a press release announcing the proposal it made to the Navios Containers Board and disclosed its proposed terms in an amendment to its Schedule 13D regarding its holdings of Navios Containers filed with the SEC on the same date.

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On November 18, 2020, the Navios Containers Conflicts Committee met via videoconference with representatives of Latham and Pareto. At the meeting, the members of the Navios Containers Conflicts Committee shared with Latham and Pareto their initial analysis of the terms of the Initial Proposal. Representatives of Latham provided the Navios Containers Conflicts Committee with an overview of the transaction process and certain related matters, and representatives of Pareto further discussed the due diligence process and the financial information that would be appropriate for a preliminary evaluation of the Proposed Transaction.

Commencing in mid-November 2020, Pareto and Latham conducted diligence and analysis of the Proposed Transaction, providing periodic updates to the Navios Containers Conflicts Committee.

On December 10, 2020, representatives of Pareto met via videoconference with certain management members of Navios Partners and Navios Containers, including Ms. Frangou, the Chief Executive Officer of Navios Partners and Navios Containers, Efstratios Desypris, the Chief Financial Officer of Navios Partners, Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), legal advisor to Navios Partners, and S. Goldman Advisors LLC (“S Goldman”), financial advisor to Navios Partners. During the call, management of Navios Partners and Navios Containers presented the financial budget and forecasts for each company, and representatives of Pareto asked various financial diligence questions related to Pareto’s preliminary valuation of each of Navios Partners and Navios Containers.

On December 11, 2020, representatives of Latham met telephonically with representatives of Fried Frank to conduct diligence calls pertaining to the Proposed Transaction.

On December 14, 2020, the Navios Containers Conflicts Committee met via videoconference with representatives of Pareto and Latham. During this meeting, representatives of Pareto and Latham provided the Navios Containers Conflicts Committee with their respective diligence updates regarding the Proposed Transaction.

On December 17, 2020, the Navios Containers Conflicts Committee met via videoconference with representatives of Latham and Pareto. Representatives of Pareto presented Pareto’s updated analysis of the Proposed Transaction, which included, among other things, a review of the due diligence performed to date, a summary of the valuation methodologies employed, a preliminary valuation of each of Navios Partners and Navios Containers, an overview of peer group benchmarks and trading multiples, a preliminary analysis of the value of the Navios Containers Public Units in Navios Containers as a standalone company compared to the estimated value of such units in the combined entity following the Merger and a preliminary analysis of the terms and conditions of the Proposed Transaction. The Navios Containers Conflicts Committee then engaged in a discussion of the various components of the presentation, including the value that would be received by the holders of Navios Containers Public Units under Navios Partners’ proposal. The Navios Containers Conflicts Committee requested that Pareto update its preliminary valuation analysis to address additional requests of the Navios Containers Conflicts Committee and to include additional information regarding the implied valuation of Navios Containers at various exchange ratios.

On December 18, 2020, Pareto shared its updated preliminary analysis of the Proposed Transaction with the Navios Containers Conflicts Committee and Latham via email. From December 19 through December 20, 2020, the members of the Navios Containers Conflicts Committee discussed Pareto’s updated preliminary valuation analysis via video and telephone conferences.

On December 21, 2020, the Navios Containers Conflicts Committee met with representatives of Latham to discuss Pareto’s updated preliminary valuation analysis and negotiation strategy in responding to the Initial Proposal. The members of the Navios Containers Conflicts Committee provided their analysis of the materials previously presented to Navios Containers Conflicts Committee, as well as the potential benefits and related considerations of the Proposed Transaction, including, among other things, the diversification of Navios

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Containers’ fleet, an increase in scale and credit profile during uncertain economic times, a reduction of public company costs, a decrease of cost of capital due to increased trading liquidity, float and access to capital markets and the beneficial timing of the Initial Proposal given Navios Containers’ recent unit price performance. Following discussion, the Navios Containers Conflicts Committee requested that Pareto continue to advance its valuation analysis taking into consideration potential counteroffers. Representatives of Latham answered questions from the Navios Containers Conflicts Committee regarding possible negotiations with Navios Partners. After further discussion, the Navios Containers Conflicts Committee approved a counteroffer wherein the holders of Navios Containers Public Units would receive 0.40 Navios Partners Common Units for each Navios Containers Public Unit.

Later in the day on December 21, 2020, Mr. Maratos, on behalf of the Navios Containers Conflicts Committee, delivered to Ms. Frangou a counter-proposal to the Initial Proposal, consisting of an exchange ratio of 0.40 Navios Partners Common Units for each Navios Containers Public Unit (the “First Counterproposal”).

On December 22, 2020, Mr. Maratos provided the Navios Containers Conflicts Committee with an update regarding his correspondence with Ms. Frangou. At the request of the Navios Containers Conflicts Committee, Pareto shared its updated preliminary analysis of the Proposed Transaction, incorporating the additional requests from the Navios Containers Conflicts Committee. After discussion, the Navios Containers Conflicts Committee authorized Mr. Maratos, on behalf of the Conflicts Committee, to further negotiate the exchange ratio within a specified range.

On December 23, 2020, Mr. Maratos, on behalf of the Navios Containers Conflicts Committee, met telephonically with Ms. Frangou, as Chairman and Chief Executive Officer of Navios Partners, to discuss the First Counterproposal. During the meeting, Ms. Frangou made a revised offer on behalf of Navios Partners with an exchange ratio of 0.38 of a Navios Partners Common Unit for each Navios Containers Public Unit. Following further negotiation, as authorized by the Navios Containers Conflicts Committee and based on the potential benefits of the Proposed Transaction to holders of Navios Containers Public Units, including equity exposure to a more diversified fleet and larger combined company, Mr. Maratos made a counteroffer to Ms. Frangou of 0.39 of a Navios Partners Common Unit for each Navios Containers Public Unit, conditioned upon the negotiation of acceptable transaction documents (the “Second Counterproposal”). Following further discussion, Ms. Frangou and Mr. Maratos determined that Navios Partners’ and the Navios Containers Conflicts Committee’s respective counsel should seek to negotiate a definitive Merger Agreement on the basis of the Second Counterproposal.

Later that day, Fried Frank shared the initial draft of the Merger Agreement with Latham, who shared it with the Navios Containers Conflicts Committee.

The Navios Containers Conflicts Committee and representatives of Latham and Pareto met via videoconference on December 29, 2020 to discuss the draft Merger Agreement. After discussion, the Navios Containers Conflicts Committee determined to propose certain changes to the Merger Agreement, including (i) proposing an amount equal to 2.5% of the transaction value for the termination fee, the construct of which was initially proposed by Navios Partners (the “Termination Fee”); (ii) removing the requirement for Navios Containers to pay the Termination Fee if the Navios Containers Conflicts Committee changed its recommendation regarding the Proposed Transaction due to changed circumstances unrelated to a Superior Proposal; (iii) including the ability of Navios Containers to terminate the Merger Agreement, under certain circumstances, (a) simultaneously with entering into a definitive agreement with respect to a third party for a Superior Proposal or (b) due to changed circumstances affecting Navios Containers, other than in connection with a Superior Proposal; (iv) proposing a $1.0 million cap on expenses of Navios Partners to be paid by Navios Containers in the event the Merger Agreement is terminated following Navios Containers’ breach or the failure for the Merger Agreement to receive the necessary approval from the holders of Navios Containers Common Units; (v) requiring that all distributions made by Navios Partners to the holders of Navios Partners Common Units in the period between the signing of the Merger Agreement and closing of the Merger be in the ordinary course, consistent with past practice (including with respect to the amount and timing of record dates and payment dates) and in no event more than

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$0.05 per Navios Partners Common Unit per quarter; (vi) eliminating the ability of Navios Partners to issue equity securities in the period between the signing of the Merger Agreement and closing of the Merger without the consent of the Navios Containers Conflicts Committee; (vii) limiting the ability of Navios Partners to incur indebtedness in a principal amount greater than 10% of the aggregate principal amount of existing indebtedness of Navios Partners and its subsidiaries in the aggregate in the period between the signing of the Merger Agreement and closing of the Merger, without the consent of the Navios Containers Conflicts Committee; (viii) increasing the period of time in which Navios Containers is obligated to notify Navios Partners of an Alternative Proposal from 24 to 48 hours; and (ix) setting an outside date for consummation of the Merger of six months from the date the Merger Agreement is executed by the parties.

Later in the morning of December 29, 2020, as authorized by the Navios Containers Conflicts Committee, Latham sent a revised draft of the Merger Agreement to Fried Frank reflecting the comments discussed with the Navios Containers Conflicts Committee, and the firms subsequently held a telephone conference to discuss the proposed changes.

In the afternoon of December 29, 2020, Fried Frank sent a revised draft of the Merger Agreement to Latham, who shared it with the Navios Containers Conflicts Committee. The revised draft of the Merger Agreement (i) eliminated the ability of the Navios Containers Conflicts Committee to terminate the Merger Agreement solely due to changed circumstances, unrelated to a Superior Proposal, affecting Navios Containers, although the Navios Containers Conflicts Committee would still be able to change its recommendation to holders of Navios Containers Common Units with respect to the approval of the Proposed Transaction, in certain circumstances; (ii) increased the Termination Fee to an amount equal to 3% of the transaction value; (iii) added the ability of Navios Partners to issue equity securities in the period between the signing of the Merger Agreement and closing of the Merger in an aggregate amount not to exceed $25.0 million, or at a price in excess of the implied value from the exchange ratio of Navios Partners Common Units; (iv) increased the ability of Navios Partners to incur indebtedness in the period between the signing of the Merger Agreement and closing of the Merger to a principal amount of no greater than 20% of the aggregate principal amount of existing indebtedness of Navios Partners and its subsidiaries; (v) decreased the period of time in which Navios Containers is obligated to notify Navios Partners of an Alternative Proposal from 48 to 36 hours; and (vi) set an outside date for consummation of the Merger of eight months from the date the Merger Agreement is executed by the parties.

Throughout December 29 and December 30, 2020, representatives of Latham discussed with the Navios Containers Conflicts Committee and representatives of Pareto the revised terms of the Merger Agreement. At Mr. Maratos’s direction, on behalf of the Navios Containers Conflicts Committee, in the evening of December 29, 2020, Latham sent a revised draft of the Merger Agreement to Fried Frank. The revised draft eliminated the ability of Navios Partners to issue an unlimited amount of equity in the period between the signing of the Merger Agreement and closing of the Merger in equity issuances with a price in excess of the implied value from the exchange ratio of Navios Partners Common Units.

Also on December 29, 2020, representatives of Latham’s tax team discussed with representatives of Fried Frank’s tax team various structuring considerations related to the Merger qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Early in the morning of December 30, 2020, representatives of Fried Frank and Latham corresponded regarding further revisions to the Merger Agreement.

Later in the morning of December 30, 2020, the Navios Partners Board met with representatives of Fried Frank and S. Goldman to discuss the then proposed terms of the Merger Agreement. Representatives of Fried Frank and S. Goldman reviewed with the Navios Partners Board the proposed terms of the Merger Agreement and the Merger. The Navios Partners Board discussed the foregoing matters and following such discussions, unanimously voted to (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of Navios Partners Common Units as consideration in the Merger and (ii) authorize

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Navios Partners to enter into the Merger Agreement and consummate the Merger upon the terms and conditions set forth in the Merger Agreement, in each case subject to the completion of the negotiation of the Merger Agreement.

Later in the morning of December 30, 2020, the Navios Containers Conflicts Committee met with representatives of Latham and Pareto to discuss the terms of the Merger Agreement and related transaction documents. Representatives of Latham reviewed with the Navios Containers Conflicts Committee their duties and responsibilities under the Navios Containers Partnership Agreement and the Marshall Islands Limited Partnership Act (the “Marshall Islands Act”) in connection with reviewing and determining whether to approve the Merger. Representatives of Pareto then reviewed their financial analysis of the Merger and orally presented their opinion that, as of December 30, 2020, the Merger Consideration is fair to Navios Containers and to the holders of Navios Containers Public Units, from a financial point of view. Representatives of Latham then summarized the terms of the Merger Agreement and the resolutions distributed to the Navios Containers Conflicts Committee prior to the meeting. After discussing the presented materials, the Navios Containers Conflicts Committee unanimously voted to (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend that the Navios Containers Board (A) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (B) submit the Merger Agreement to the limited partners of Navios Containers for approval, (C) recommend that the limited partners of Navios Containers approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement and (D) cause Navios Containers to enter into the Merger Agreement and, subject to obtaining the requisite approval of the limited partners of Navios Containers, consummate the Merger upon the terms and conditions set forth in the Merger Agreement, with such approval and recommendation constituting Special Approval of the Merger on the terms set forth in the Merger Agreement.

On December 30, 2020, following the meeting of the Navios Containers Conflicts Committee, the Navios Containers Board met, with representatives of Thompson Hine LLP (“Thompson Hine”), as corporate counsel to Navios Containers, and Latham present, to discuss the terms of the Merger Agreement and the recommendation of the Navios Containers Conflicts Committee. Representatives of Thompson Hine reviewed with the Navios Containers Board its responsibilities under the Navios Containers Partnership Agreement and the Marshall Islands Act in connection with reviewing and determining whether to approve the proposed Merger Agreement and the transactions contemplated thereby, including the Merger. Representatives of Latham summarized the terms of the Merger Agreement, and Mr. Maratos reviewed the recommendation of the Navios Containers Conflicts Committee. After discussing matters referenced above, the Navios Containers Board unanimously voted to (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) submit the Merger Agreement to the limited partners of Navios Containers for approval at a special meeting and (iii) authorize Navios Containers to enter into the Merger Agreement and, subject to obtaining the requisite approval of the limited partners of Navios Containers, consummate the Merger upon the terms and conditions set forth in the Merger Agreement.

On December 31, 2020, counsel to Navios Partners and the Navios Containers Conflicts Committee finalized the negotiation of the Merger Agreement and the parties executed the Merger Agreement. On January 4, 2021, Navios Partners and Navios Containers issued a press release announcing the transaction.

On January 15, 2021, Navios Partners filed a registration statement on Form F-4 to register the Navios Partners Common Units to be issued in the Merger.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Navios Containers Conflicts Committee, acting in good faith, constitutes “Special Approval” under the Navios Containers Partnership Agreement (“Special Approval”).

Under Section 7.17(a) of the Navios Containers Partnership Agreement, whenever a potential conflict of interest exists, such as the Merger and the other transactions contemplated by the Merger Agreement, any resolution or course of action by the Navios Containers Board in respect of such conflict of interest will be permitted and

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deemed approved by all of the partners of Navios Containers and will not constitute a breach of the Navios Containers Partnership Agreement or of any duty stated or implied by law, in equity or otherwise, if the resolution or course of action is approved by Special Approval. In order for a determination or other action by the Navios Containers Conflicts Committee to be in “good faith” under the Navios Containers Partnership Agreement, the persons making such determination or taking or declining to take such other action must reasonably believe that the determination or other action is in the best interests of Navios Containers.

Further, under Section 7.18(b) of the Navios Containers Partnership Agreement, any action taken or omitted to be taken by the Navios Containers Board in reliance upon the advice or opinion of an investment banker, counsel and others, as to matters reasonably believed to be in such person’s professional or expert competence, will be “conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.”

Recommendation of the Navios Containers Conflicts Committee and the Navios Containers Board

In connection with the listing of Navios Containers on the Nasdaq, the Navios Containers Board established and authorized the Navios Containers Conflicts Committee, which currently consists of Konstantinos Maratos, Ifigeneia Tzavela, and Vasilios Mouyis, each of whom the Navios Containers Board has determined satisfies the independence and other requirements set forth in the Navios Containers Partnership Agreement, to resolve certain conflicts of interest that may exist between the interests of Navios Partners and its affiliates, on the one hand, and the interests of Navios Containers and the holders of Navios Containers Public Units, on the other hand.

In light of potential conflicts of interests in connection with the Merger, the Navios Containers Conflicts Committee determined to, among other things, (i) review, evaluate and negotiate the Merger and related arrangements and agreements with Navios Partners on behalf of Navios Containers and the holders of Navios Containers Public Units, (ii) make a recommendation to the Navios Containers Board whether to approve the Merger and related arrangements and agreements and (iii) decide whether to approve the Merger and related arrangements and agreements by Special Approval.

The Navios Containers Conflicts Committee, with the assistance of its advisors, reviewed, negotiated and evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger, and certain related arrangements and agreements. Following that process, the Navios Containers Conflicts Committee, by unanimous vote at a meeting held on December 30, 2020, (i) determined in good faith that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of Navios Containers and the holders of Navios Containers Public Units, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the Navios Containers Board (A) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (B) submit the Merger Agreement to the limited partners of Navios Containers for approval, (C) recommend that the limited partners of Navios Containers approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement and (D) cause Navios Containers to enter into the Merger Agreement and consummate the Merger upon the terms and conditions set forth in the Merger Agreement, subject to obtaining the requisite approval of the limited partners of Navios Containers. The Navios Containers Conflicts Committee’s approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, constitutes “Special Approval” under the Navios Containers Partnership Agreement.

Based on the Navios Containers Conflicts Committee’s recommendation, the Navios Containers Board, at a meeting held on December 30, 2020, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger.

Reasons for the Navios Containers Conflicts Committee’s Recommendation

The Navios Containers Conflicts Committee considered many factors in making its determination, providing Special Approval and making its recommendation. The Navios Containers Conflicts Committee consulted with

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its financial and legal advisors and viewed the following factors as being generally positive or favorable in coming to its determination, its decision to provide Special Approval and its related recommendation:

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The Navios Containers Conflicts Committee considered the following factors to be generally negative or unfavorable in making its determination that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Containers and the holders of Navios Containers Public Units:

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The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the Navios Containers Conflicts Committee in considering the Merger. In view of the number and variety of factors and the amount of information considered, the Navios Containers Conflicts Committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Navios Containers Conflicts Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Navios Containers Conflicts Committee may have given different weights to different factors. The Navios Containers Conflicts Committee made its determination, approval and recommendation based on the totality of information presented to, and the investigation conducted by, the Navios Containers Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Unaudited Financial Projections of Navios Partners and Navios Containers

In connection with the proposed Merger, management of Navios Containers provided internal non-public projections relating to Navios Containers, and management of Navios Partners provided internal non-public projections relating to Navios Partners, in each case to the Navios Containers Conflicts Committee and its financial advisor Pareto for their use in negotiating the terms of the Merger with Navios Partners and for use by Pareto in connection with its performance of its financial analysis and delivery of its opinion to the Navios Containers Conflicts Committee. The projections for Navios Containers were prepared on a stand-alone basis and the projections for Navios Partners reflected Navios Partners’ pre-Merger ownership position in Navios Containers. A summary of these projections, rounded to the nearest hundred million, is included below to give holders of Navios Containers Public Units access to certain non-public unaudited prospective financial information that was made available to Pareto, the Navios Containers Conflicts Committee and the Navios Containers Board in connection with the Merger.

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You should be aware that uncertainties are inherent in prospective financial information of any kind. Neither Navios Partners nor Navios Containers, nor any of their respective affiliates, advisors, officers, directors or representatives, have made or make any representation or can give any assurance to any holder of Navios Containers Common Units or any other person regarding the ultimate performance of Navios Containers or Navios Partners compared to the summarized information set forth below or that any such results will be achieved.

The inclusion of the following summary projections in this proxy statement/prospectus should not be regarded as an indication that Navios Partners, Navios Containers or their respective representatives considered or consider the projections to be a reliable or accurate prediction of future performance or events, and the summary projections set forth below should not be relied upon as such.

The projected financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Navios Containers’ and Navios Partners’ management. The Navios Containers and Navios Partners projections were not prepared with a view toward public disclosure or toward compliance with U.S. GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants. Neither PricewaterhouseCoopers S.A (“PwC”), Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”), nor any other independent registered public accounting firm has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the accompanying prospective financial information contained in the projections and accordingly, PwC and EY express no opinion or any other form of assurance with respect thereto. The PwC report included in Navios Partners’ Annual Report on Form 20-F for the fiscal year ended December 31, 2019, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial statements of Navios Partners, and the EY report included in Navios Containers’ Annual Report on Form 20-F for the fiscal year ended December 31, 2019, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial information of Navios Containers. Such reports do not extend to the projected financial information and should not be read as if it does. Neither the Navios Partners Board, Navios Containers Board nor the Navios Containers Conflicts Committee prepared the summarized information, and neither the Navios Partners Board, the Navios Containers Board, the Navios Containers Conflicts Committee, Navios Partners nor Navios Containers gives any assurance regarding the summarized information. The internal financial projections of Navios Containers and Navios Partners are inherently subjective in nature, susceptible to interpretation and, accordingly, such forecasts may not be achieved.

The projections summarized below reflect numerous assumptions made by management of Navios Partners and Navios Containers, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the preparing party. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased due to the length of time in the future over which these assumptions apply. Any inaccuracy of assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Accordingly, any failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The projections presented are forward-looking in nature, subject to risks and uncertainties and, therefore, should be read in light of the factors discussed under the heading “Cautionary Note Regarding Forward-Looking Statements.”

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Some of the above measures are not measures of financial performance under U.S. GAAP, and should not be considered as alternatives to net income (loss), operating income, or other performance measures derived in accordance with U.S. GAAP. Navios Partners’ and Navios Containers’ computations of these measures may differ from similarly titled measures used by others.

NEITHER NAVIOS CONTAINERS NOR NAVIOS PARTNERS INTENDS TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Opinion of Financial Advisor to the Navios Containers Conflicts Committee

On December 30, 2020, Pareto, financial advisor to the Navios Containers Conflicts Committee, delivered its oral opinion to the Navios Containers Conflicts Committee, which opinion was subsequently confirmed by delivery of a written opinion dated December 30, 2020, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications and limitations set forth in Pareto’s opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Navios Containers Public Units.

The full text of the written opinion of Pareto sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Pareto in rendering its opinion, and is attached hereto as Annex B. You are encouraged to read Pareto’s opinion carefully and in its entirety.

Pareto’s opinion was prepared at the request, and provided for the information, of the members of the Navios Containers Conflicts Committee (solely in their capacity as such), in connection with and for the purpose of its evaluation of the Merger and does not address any other term or agreement relating to the Merger. Pareto was not requested to opine as to, and this opinion does not address, the underlying business decision of Navios Containers to effect the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for Navios Containers or the effect of any other transaction in which Navios Containers might engage. In addition, this opinion does not address what the value of the Navios Partners Common Units actually would be when issued pursuant to the Merger or the price at which the Navios Partners Common Units would trade at any time. Pareto expressed no opinion on, and its opinion does not in any manner address, the fairness of any compensation payable in connection with the Merger to (i) Navios Containers or any entity that is partially or wholly owned, directly or indirectly, by Navios Containers or (ii) Navios Partners or any entity that is partially or wholly owned, directly or indirectly, by Navios Partners, excluding Navios Containers and any entity that is partially or wholly owned, directly or indirectly, by Navios Containers. Furthermore, Pareto expressed no opinion on, and its opinion does not in any manner address, the fairness (financially or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio. Pareto was not requested to opine as to, and its opinion does not intend to be and does not constitute a recommendation to any holder of Navios Containers Public Units as to, how such holder should vote or act on any matters relating to the Merger. The summary of the Pareto opinion set forth herein is qualified in its entirety by reference to the full text of the opinion attached hereto as Annex B.

In conducting its investigation and analyses and in arriving at its opinion, Pareto reviewed such information and took into account such financial and economic factors, investment banking procedures and considerations as it deemed relevant under the circumstances. Subject to the various assumptions, qualifications and limitations set forth in its opinion, Pareto has, among other things:

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In arriving at its opinion, Pareto assumed and relied upon, without independent verification, the accuracy and completeness of all financial, accounting, tax and other information that was available to Pareto from public sources, that was provided to Pareto by Navios Containers or its representatives, or that was otherwise reviewed by or discussed with Pareto and upon the assurances of the management of Navios Containers that they were not aware of any relevant information that had been omitted or that remained undisclosed to Pareto. With respect to financial projections and other information relating to Navios Containers and Navios Partners provided to or otherwise reviewed by or discussed with Pareto, Pareto was advised by the respective managements of Navios Containers and Navios Partners that such forecasts and other information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Navios Containers and Navios Partners as to the future operating and financial performance of Navios Containers and Navios Partners. Pareto assumed no responsibility for and expressed no view or opinion as to such forecasts and other information or the assumptions on which they are based.

In arriving at its opinion, Pareto further assumed, with the consent of the Navios Containers Conflicts Committee, that (i) the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement, (ii) the final terms of the Merger Agreement would conform in all material respects to the terms of the draft reviewed by Pareto, (iii) there would be no change in the assets, liabilities, financial condition, results of operations, business or prospects of Navios Containers or Navios Partners since the date of the most recent information made available to Pareto that would be material to the analyses conducted by Pareto, and that there was no information or facts that would make the information reviewed by Pareto incomplete or misleading, and (iv) all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained, and no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Navios Containers, Navios Partners or the contemplated benefits of the Merger.

In each case, Pareto has made the assumptions and taken the actions or inactions described in the opinion with the knowledge and consent of the Navios Containers Conflicts Committee. In conducting its review and arriving at its opinion, no due diligence review or other verification exercises were performed by Pareto in connection with the Merger, nor has Pareto conducted any analysis concerning the solvency of Navios Containers and Navios Partners or obtained any evaluations or appraisals, other than what has been provided by Navios Containers, of any of the assets and liabilities of Navios Containers.

Pareto’s opinion necessarily was based on economic, monetary market and other conditions as in effect on, and the information made available to Pareto as of, the date of the opinion, and does not predict or take into account

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any changes which may occur, or information which may become available, after that date. Pareto assumes no responsibility for advising any person of any change in any matter affecting its opinion or for updating or revising its opinion based on circumstances or events occurring after the date thereof.

Pareto’s opinion was only one of many factors considered by the Navios Containers Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the members of the Navios Containers Conflicts Committee with respect to the Merger or the Exchange Ratio. Set forth below is a summary of the material financial analyses reviewed by Pareto with the Navios Containers Conflicts Committee on December 30, 2020, in connection with the rendering of its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Pareto. The order of the analyses described and the results of these analyses do not represent the relative importance or weight given to these analyses by Pareto. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before December 28, 2020, and is not necessarily indicative of subsequent or current market conditions.

Merger Analysis

Methodologies

In arriving at Pareto’s opinion as to the fairness to the holders of Navios Containers Public Units, from a financial point of view, of the Exchange Ratio, Pareto focused on the following valuation methodologies: (i) net asset value (“NAV”) for each of Navios Containers and Navios Partners, (ii) fundamental earnings-based valuations for Navios Containers and Navios Partners and (iii) comparable company trading analysis. As both Navios Containers and Navios Partners are ship owning companies with similar assets, the NAV methodology was chosen as this compares the value of the underlying assets of the two companies. Fundamental earnings-based valuations were chosen as these reflect the earnings attributable to units of Navios Containers and Navios Partners respectively. A comparable company trading analysis was conducted by calculating different value to earnings metrics for comparable companies, and the enterprise value (“EV”) to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiple was emphasized as it is a commonly applied earnings metric for publicly traded ship owning companies.

Net Asset Value Analysis

In arriving at an estimate of NAV for each of Navios Containers and Navios Partners, Pareto reviewed vessel appraisals from independent third-party ship brokers and industry valuation databases. The fair market value estimates contained in such appraisals were, as is customary in ship valuations, based on an assessment of the values that could be achieved in transactions involving a willing buyer and a willing seller.

As the respective companies’ future earnings capacity, including existing charters, was assessed by the below earnings-based valuation methods, Pareto utilized an unadjusted NAV analysis to assess the value of the ships without charters attached to arrive at an implied asset value for Navios Containers’ and Navios Partners’ fleets.

In conducting the NAV analysis, Pareto included the gross asset value with the cash balance of Navios Containers and Navios Partners as of December 31, 2020. Further, Pareto subtracted Navios Containers’ and Navios Partners’ gross debt, as estimated by or for the respective managements of Navios Containers and Navios Partners as per December 31, 2020, from the total fair market value of Navios Containers’ and Navios Partners’ fleets, to arrive at a NAV for each of Navios Containers and Navios Partners.

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A summary of the analyses is provided below (values in $ millions except per unit data):

From this NAV analysis, Pareto derived (i) an implied equity value range for Navios Containers of approximately $115 million to approximately $219 million, representing a range of approximately $3.54 per unit to approximately $6.75 per unit, and (ii) an implied equity value range for Navios Partners of approximately $111 million to approximately $335 million, representing a range of approximately $9.58 per unit to approximately $28.92 per unit.

Earnings-Based Valuation Methods

Earnings-based valuation methods benefit from taking into consideration differences in operational costs, fleet utilization and charter contracts and were therefore chosen as a value benchmark.

Pareto utilized rate forecasts and assumptions received from Navios Containers and Navios Partners as of November 2020, for estimated future earnings for Navios Containers and Navios Partners for the full years of 2021, 2022, 2023 and 2024 and calculated pro forma combined P&L data with the following earnings ratios: (i) pro forma earnings per unit (“EPS”), (ii) attributable EPS to current holders of Navios Containers Common Units, (iii) standalone EPS for Navios Containers, and (iv) EPS accretion or dilution for holders of Navios Containers Common Units.

Such earnings-based valuation was also completed on a stress basis based on rates from published estimates of independent research analysts with respect to the future financial performance of Navios Containers.

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The calculations in the tables below reflect the calculated EPS on (i) a Navios Containers standalone basis and (ii) a pro forma basis: