Navios Maritime Partners L.P. completed the acquisition of 66.5% stake in Navios Maritime Containers L.P..
March 31, 2021
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Navios Maritime Partners L.P. (NYSE:NMM) made an offer to acquire the remaining 66.5% stake in Navios Maritime Containers L.P. (NasdaqGS:NMCI) for €47.8 million on November 16, 2020. Navios Maritime Partners is proposing to issue in a merger transaction 0.37 of a common unit of Navios Maritime Partners for each outstanding common unit of Navios Maritime Containers. Navios Maritime Partners signed definitive agreement to acquire remaining 66.5% stake in Navios Maritime Containers L.P. on December 31, 2020. Navios Maritime Partners will issue 0.39 of a common unit of Navios Maritime Partners for each outstanding common unit of Navios Maritime Containers. Navios Maritime Containers will pay a termination fee of $3.7 million.
The transaction is subject to the negotiation and execution of a definitive agreement, approval of the Board of Directors of Navios Maritime Partners and the necessary approvals under Navios Maritime Containers' limited partnership agreement. The consummation of the transaction would be subject to customary closing conditions. The transaction is also subject to shareholders of Navios Maritime Containers, registration statement on Form F-4 referred to above having been declared effective by the SEC and approval of the listing on the New York Stock Exchange, subject to official notice of issuance. The Board of Navios Maritime Containers L.P. unanimously approved the transaction. On March 24, 2021, at a Special Meeting of limited partners of Navios Maritime Containers L.P. the Navios Containers' common unit holders approved the merger. Conflict committee has been established by Navios Maritime Containers L.P. As of February 17, 2021, the transaction is expected to close first quarter of 2021. As of February 22, 2021, the transaction is expected to completed by August 31, 2021. As of March 24, 2021, transaction is expected to complete on March 31, 2021.
Pareto Securities AS acted as financial advisor and Ryan J. Maierson and Nick S. Dhesi of Latham & Watkins LLP acted as legal advisors for Navios Maritime Containers. Philip Richter and Warren S. de Wied of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors for Navios Maritime Partners. George Karafotias of Shearman & Sterling LLP acted as the financial advisor to Pareto Securities AS. Continental Stock Transfer & Trust Company acted as transfer agent to Navios Maritime Containers. Pareto Securities AS acted as fairness opinion provider to Navios Maritime Containers. S. Goldman Advisors LLC acted as financial advisor to Navios Maritime Partners. Morrow & Co., LLC acted as information agent to Navios Maritime Containers. Navios Containers has agreed to pay them a fee of approximately $10,000, plus reasonable out-of-pocket expenses to Morrow & Co. Thompson Hine LLP acted as legal advisor to Navios Maritime Containers.
Navios Maritime Partners L.P. (NYSE:NMM) completed the acquisition of 66.5% stake in Navios Maritime Containers L.P. (NasdaqGS:NMCI) on March 31, 2021.
Navios Maritime Partners LP is a Monaco-based international owner and operator of dry cargo and container vessels. The Company is engaged in the seaborne transportation services with a range of dry cargo commodities, including iron ore, coal, grain, fertilizer, and containers. It owns and operates its worldwide fleet with a diversified customer base which focuses on providing seaborne shipping services under long-term time charters. Panamax vessels carry a range of dry cargo commodities, including iron ore, coal, grain and fertilizer and being accommodated in various discharge ports. Capesize vessels are dedicated to the carriage of iron ore and coal. Ultra-Handymax vessels works with less carrying capacity and have self-loading and discharging gear on board to accommodate undeveloped ports. It also acts as a trusted partner for industrial end users, ship owners, financial business partners, agents and brokers.
NAVIOS MARITIME PARTNERS L.P. 
