Navios Maritime Partners L.P 6-K, filed Jul 27, 2022
Navios Maritime Partners L.P. (NMM)
About this 6-K
Navios Maritime Partners L.P filed this 6-K on July 27, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Dated: July 27, 2022
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):
Yes ☐ No ☒
Information Contained in this Report on Form 6-K
The information contained in this Report on Form 6-K (this “Report”) is hereby incorporated by reference into Navios Maritime Partners L.P.’s (“NMM”) Registration Statement on Form F-3, File No. 333-237934.
On July 27, 2022, NMM issued a press release announcing an agreement for the acquisition of a 36-vessel drybulk fleet. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVIOS MARITIME PARTNERS L.P. | ||
| By: | /s/ Angeliki Frangou | |
| Angeliki Frangou | ||
| Chief Executive Officer | ||
| Date: July 27, 2022 | ||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 99.1 | Press release of Navios Maritime Partners L.P., dated July 27, 2022 | |
Exhibit 99.1
Navios Maritime Partners L.P.
Announces Acquisition of a
36-Vessel Drybulk Fleet
MONACO, July 27, 2022 — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM), an international owner and operator of dry cargo and tanker vessels, agreed to acquire a 36-vessel drybulk fleet for a gross purchase price of $835.0 million, including the assumption of $441.6 million of bank liabilities, bareboat obligations and finance leasing obligations, subject to debt and working capital adjustments (the “Transaction”), from Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE:NM).
The 36-vessel drybulk fleet consists of 26 owned vessels and 10 chartered-in vessels (all with purchase options) with a total capacity of 3.9 million dwt and an average age of 9.6 years. Assuming Clarksons’ 1-YR TC rate (as of July 22, 2022) and certain operating cost assumptions(1), the acquired vessels are expected to generate approximately $164.0 million of estimated EBITDA and $81.5 million of estimated free cash in 2023.
This acquisition builds upon Navios Partners’ strength in diversification and provides Navios Partners with:
| • | A young, known, en-bloc fleet of 36 vessels at an opportune time in the drybulk market |
| • | Increased scale – post transaction the drybulk and total fleet will increase by 67% and 24%, respectively. NMM will have the third largest drybulk fleet, and the second largest fleet, of US publicly traded companies (based on number of vessels) |
| • | Rebalanced segment exposure |
| • | A migration path to a younger, more carbon efficient fleet supported by opportunistically selling older, less carbon efficient vessels |
| • | Compelling financial returns (based upon the aforementioned 2023 financial estimates) |
| • | $835.0 million gross purchase price |
| • | $393.4 million estimated equity |
| • | EBITDA multiple: 5.1x (Purchase price/estimated EBITDA) |
| • | Unlevered yield: 20% (estimated EBITDA/gross purchase price) |
| • | Free cash return on equity: 21% (estimated free cash/estimated equity) |
Following the completion of the Transaction, Navios Partners will own and operate a fleet comprised of 90 drybulk vessels, 49 containerships and 49 tanker vessels, including 22 newbuilding vessels to be delivered through the first quarter of 2025.
Approvals
The Transaction was negotiated and unanimously approved by the Conflicts Committee of Navios Partners. The Transaction was also unanimously approved by full board of directors of Navios Partners.
Transaction Closing
The closing of the transaction is subject to customary closing conditions, including consent of the existing mortgage banks.
The first closing involving the transfer of 15 vessels will be completed on or about July 29, 2022, while the second closing involving the remaining 21 vessels will be completed in the third quarter of 2022.
Advisors
Jefferies LLC and S. Goldman Advisors LLC served as financial advisors to the Conflicts Committee of Navios Partners. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor.
Details of acquired fleet
| Vessel |
Type |
Dwt |
Yard |
Year built | ||||
| Owned Vessels | ||||||||
| Navios Etoile | Capesize | 179,234 | Sungdong S.B. | 2010 | ||||
| Navios Happiness | Capesize | 180,022 | Daewoo S.B. | 2009 | ||||
| Navios Altamira | Capesize | 179,165 | Sungdong S.B. | 2011 | ||||
| Navios Bonheur | Capesize | 179,259 | Sungdong S.B. | 2010 | ||||
| Navios Corali | Capesize | 181,249 | Imabari SB | 2015 | ||||
| Navios Canary | Capesize | 180,528 | Tsuneishi Zosen | 2015 | ||||
| Navios Antares | Capesize | 169,059 | Sungdong S.B. | 2010 | ||||
| Navios Stellar | Capesize | 169,001 | Sungdong S.B. | 2009 | ||||
| Navios Lumen | Capesize | 180,661 | STX Shipbuilding | 2009 | ||||
| Navios Phoenix | Capesize | 180,242 | Imabari SB | 2009 | ||||
| Navios Herakles I | Kamsarmax | 82,036 | Nantong COSCO KHI | 2019 | ||||
| Navios Uranus | Kamsarmax | 81,516 | Tsuneishi Zosen | 2019 | ||||
| Navios Galaxy II | Kamsarmax | 81,789 | Tsuneishi Cebu | 2020 | ||||
| Navios Felicity I | Kamsarmax | 81,946 | Nantong COSCO KHI | 2020 | ||||
| Navios Magellan II | Kamsarmax | 82,037 | Nantong COSCO KHI | 2020 | ||||
| Rainbow N | Panamax | 79,642 | New Century S/Y | 2011 | ||||
| N Amalthia | Panamax | 75,318 | Universal S.B. | 2006 | ||||
| Navios Taurus | Panamax | 76,596 | Imabari SB | 2005 | ||||
| N Bonanza | Panamax | 76,596 | Imabari SB | 2006 | ||||
| Jupiter N | Post-Panamax | 93,062 | Taizhou Catic S.B. | 2011 | ||||
| Navios Galileo | Panamax | 76,596 | Imabari SB | 2006 | ||||
| Navios Sky | Kamsarmax | 82,056 | Sanoyas Shipbuilding | 2015 | ||||
| Navios Asteriks | Panamax | 76,801 | Sasebo H.I. | 2005 | ||||
| Navios Celestial | Ultra Handymax | 58,063 | Tsuneishi Zhoushan | 2009 | ||||
| Navios Ulysses | Ultra Handymax | 55,728 | Oshima S.B. Co. | 2007 | ||||
| Navios Vega | Ultra Handymax | 58,792 | Tsuneishi Cebu | 2009 |
| Vessel |
Type |
Dwt |
Yard |
Year built | ||||
| Chartered-in Fleet with purchase options | ||||||||
| Navios Felix | Capesize—scrubber fitted | 181,221 | Imabari SB | 2016 | ||||
| Navios Obeliks | Capesize—scrubber fitted | 181,415 | Koyo Dock | 2012 | ||||
| Navios Amber | Kamsarmax – scrubber fitted | 80,994 | JMU Tsu. SY | 2015 | ||||
| Navios Coral | Kamsarmax | 84,904 | Imabari SB | 2016 | ||||
| Navios Citrine | Kamsarmax | 81,626 | Imabari SB | 2017 | ||||
| Navios Dolphin | Kamsarmax | 81,630 | Imabari SB | 2017 | ||||
| Navios Gemini(2) | Kamsarmax | 81,704 | Tsuneishi Cebu | 2018 | ||||
| Navios Horizon I (2) | Kamsarmax | 81,692 | Tsuneishi Cebu | 2019 | ||||
| Navios Venus | Ultra Handymax | 61,339 | Iwagi Zosen | 2015 | ||||
| Navios Lyra | Handysize | 34,718 | SPP Goseong SY | 2012 | ||||
| (1) | Operating assumptions include among others: Operating expenses and general and administrative expenses of the acquired fleet in accordance with the existing rates of Navios Partners, charter-in expenses, debt service cost and sale and leaseback payments as per existing agreements of Navios Holdings to be assumed by Navios Partners. |
| (2) | Purchase option in the form of the right of first refusal and profit share on sale of vessel. |
Forward-Looking Statements
This press release contains and will contain 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, including completion of the Transaction and ability to realize the projected advantages of the Transaction, TCE rates and Navios Partners’ expected cash flow generation, future contracted revenues, future distributions and its ability to make distributions going forward, opportunities to reinvest cash accretively in a fleet renewal program or otherwise, potential capital gains, its ability to take advantage of dislocation in the market and Navios Partners’ growth strategy and measures to implement such strategy, including expected vessel acquisitions and entering into further time charters and Navios Partners’ ability to refinance its debt on attractive terms, or at all. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements.
These forward-looking 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 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, the economic condition of the markets in which we operate, shipyards performing scrubber installations, construction of newbuilding vessels, drydocking and repairs, changing vessel crews and availability of financing; potential disruption of shipping routes due to accidents, wars, diseases, pandemics, political events, piracy or acts by terrorists; 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 and liquid cargo shipping sectors in general and the demand for our drybulk, containerships and tanker vessels in particular, fluctuations in charter rates for drybulk, containerships and tanker 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 8645
Investors@navios-mlp.com
Nicolas Bornozis
Capital Link, Inc.
+1 (212) 661 7566
naviospartners@capitallink.com