Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM)
announced that it completed the acquisition of Navios Maritime
Containers L.P. (“Navios Containers”) (NASDAQ: NMCI). As of
the close of the market on March 31, 2021, Navios Containers’
common units were no longer listed for trading on NASDAQ.
Angeliki Frangou, Chairman and Chief Executive
Officer, stated “We are pleased to close this transformative
transaction which provides Navios Partners with significant
benefits of diversification. The transaction builds scale through a
larger, diversified asset base with an increased earnings capacity.
The enlarged entity will benefit from a simplified capital and
organizational structure thereby eliminating duplicative costs. The
entity will have an enhanced credit profile through increased cash
flow supporting deleveraging as well as growth. Moreover, the large
asset base will provide the entity a significant buffer of
collateral value. We believe that the combined entity will be an
attractive investment opportunity for investors.”
Merger Transaction
HighlightsUnder the terms of the transaction, Navios
Partners acquired all of the publicly held common units of Navios
Containers through the issuance of approximately 8,232,789 newly
issued common units of Navios Partners in exchange for the publicly
held common units of Navios Containers at an exchange ratio of 0.39
units of Navios Partners for each Navios Containers common
unit.
Based on the March 31, 2021 closing
price of Navios Partners, this exchange ratio would provide
the holders of the publicly held common units with consideration
of $9.19 per common unit of Navios Containers,
representing a premium of 325.4% to Navios Containers’ closing
price on November 13, 2020, the last trading day
before Navios Partners announced its proposal to acquire
all publicly held common units of Navios Containers, and a premium
of 124.1% to Navios Containers’ closing price as of December
31, 2020, the last trading day before announcement of the merger
agreement executed in connection with the acquisition.
Navios Partners expects the transaction to:
- Simplify the capital and
organizational structure
- Create significant savings in
public company costs
- Reduce cost of capital, by
increasing trading liquidity, float and access to the capital
markets
- Build scale through a larger,
diversified asset base capable of generating increased earnings
capacity
- Enhance credit profile by
increasing cash retention to support growth and deleveraging
- Increase collateral value to assist
in refinancing debt maturities
- Provide all public unitholders of
Navios Containers with the opportunity to continue to participate
in the combined company
Fried, Frank, Harris, Shriver & Jacobson
LLP acted as legal advisor and S. Goldman Advisors
LLC acted as financial advisor to Navios Partners.
About Navios Maritime Partners
L.P.Navios Maritime Partners L.P. (NYSE: NMM) is a
publicly traded master limited partnership which owns and operates
dry cargo vessels. For more information, please visit our website
at www.navios-mlp.com.
Forward-Looking StatementsThis
press release contains forward-looking statements (as defined in
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended), concerning future events and expectations, including with
respect to the timing of closing of the proposed Merger and the
expected impact of the Merger on Navios Partners’ capital and
organizational structure, the trading liquidity and float of Navios
Partners’ common units and Navios Partners’ access to the capital
markets, credit profile, cash retention, future profitability,
expected cost savings and cost of capital. Words such as
“anticipates,” “believes,” “continues”, “could”, “estimates,”
“expects,” “intends,” “may,” “plans,” “potential”, “predicts”,
“projects,” “seeks,” “should,” “will,” and variations of such words
and similar expressions are intended to identify forward-looking
statements. These forward-looking statements include statements
relating to the expected benefits of the transaction and
expectations regarding the combined entity. These statements are
based on the information available to, and the expectations and
assumptions deemed reasonable by Navios Partners at the time these
statements were made. Although Navios Partners believes that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct. These statements involve risks and are
based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of Navios Partners. Actual
results may differ materially from those expressed or implied by
such forward-looking statements.
Factors that could cause actual results to
differ materially include, but are not limited to, risks relating
to: global and regional economic and political conditions including
the impact of the COVID-19 pandemic and efforts throughout the
world to contain its spread, including effects on global economic
activity, demand for seaborne transportation of the products we
ship, the ability and willingness of charterers to fulfill their
obligations to us and prevailing charter rates, shipyards
performing scrubber installations, drydocking and repairs, changing
vessel crews and availability of financing; potential disruption of
shipping routes due to accidents, diseases, pandemics, political
events, piracy or acts by terrorists, including the impact of the
COVID-19 pandemic and the ongoing efforts throughout the world to
contain it; uncertainty relating to global trade, including prices
of seaborne commodities and continuing issues related to seaborne
volume and ton miles, our continued ability to enter into long-term
time charters, our ability to maximize the use of our vessels,
expected demand in the dry cargo shipping sector in general and the
demand for our Panamax, Capesize, Ultra-Handymax and Containerships
in particular, fluctuations in charter rates for dry cargo carriers
and container vessels, the aging of our fleet and resultant
increases in operations costs, the loss of any customer or charter
or vessel, the financial condition of our customers, changes in the
availability and costs of funding due to conditions in the bank
market, capital markets and other factors, increases in costs and
expenses, including but not limited to: crew, insurance,
provisions, port expenses, lube oil, bunkers, repairs, maintenance
and general and administrative expenses, the expected cost of, and
our ability to comply with, governmental regulations and maritime
self-regulatory organization standards, as well as standard
regulations imposed by our charterers applicable to our business,
general domestic and international political conditions,
competitive factors in the market in which Navios Partners
operates; risks associated with operations outside the United
States; and other factors listed from time to time in Navios
Partners’ filings with the Securities and Exchange Commission,
including its Form 20-Fs and Form 6-Ks. Navios Partners expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Navios Partners’ expectations with
respect thereto or any change in events, conditions or
circumstances on which any statement is based. Navios Partners
makes no prediction or statement about the performance of its
common units.
Contacts:
Navios Maritime Partners L.P.+1 (212) 906
8645Investors@navios-mlp.com
Nicolas BornozisCapital Link, Inc.+1 (212) 661
7566naviospartners@capitallink.com
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