Navios Maritime Partners L.P. Completes Acquisition of Navios Maritime Containers L.P.
Navios Maritime Partners L.P. 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 Highlights
Under 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.
Navios Maritime Partners L.P. And Navios Maritime Containers L.P. Announce Definitive Merger Agreement
Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM) and Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ: NMCI) announced yesterday that they entered into a definitive merger agreement under which Navios Partners will acquire all of the publicly held common units of Navios Containers in exchange for common units of Navios Partners (the “Transaction”).
Under the terms of the Transaction, public unitholders of Navios Containers will receive 0.39 of a common unit of Navios Partners for each outstanding common unit of Navios Containers. Based on the December 31, 2020 closing price of Navios Partners, this exchange ratio provides public unitholders with consideration valued at $4.37 per common unit of Navios Containers. This value represents a premium of 102.2% to Navios Containers’ closing price on November 13, 2020, the last trading day before Navios Partners announced its proposal to acquire all publicly held common units of Navios Containers and a premium of 6.5% to Navios Containers’ closing price as of December 31, 2020. In addition, it represents a premium of 168.1% to the 120-day volume weighted average price of the common units of Navios Containers for the period ending December 31, 2020.
The Transaction is expected to:
Simplify the capital and organizational structure
Create significant savings in public company costs
Reduce cost of capital, by increasing trading liquidity, float and access to the capital markets
Build scale through a larger, diversified asset base capable of generating increased earnings capacity
Enhance credit profile by increasing cash retention to support growth and deleveraging
Increase collateral value to assist in refinancing debt maturities
Provide all public unitholders of Navios Containers with the opportunity to continue to participate in the combined company.
The exchange of units of Navios Containers for units of Navios Partners in the Transaction is expected to be a tax-free exchange for unitholders of Navios Containers for U.S. federal income tax purposes.
The conflicts committee of the board of directors of Navios Containers (“Conflicts Committee”), consisting of independent directors, negotiated the Transaction on behalf of Navios Containers and its public unitholders and unanimously approved and recommended the merger. The Transaction was also unanimously approved by the board of directors of each of Navios Containers and Navios Partners.
The Transaction, which is expected to close in the first half of 2021, is subject to approval by holders of a majority of the outstanding Navios Containers common units, calculated in accordance with Navios Containers’ partnership agreement. The General Partner of Navios Containers has consented to the merger, and Navios Partner has agreed to vote the Navios Containers’ common units it holds in favor of the Transaction. The Transaction is also subject to other customary closing conditions.
Advisors
Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and S. Goldman Advisors LLC acted as financial advisor to Navios Partners. Latham & Watkins LLP acted as legal advisor and Pareto Securities AS acted as financial advisor to the Conflicts Committee of Navios Containers. Thomson Hine LLP acted as legal advisor to Navios Containers.
Navios Maritime Partners L.P. Announces Offer to Acquire Outstanding Units of Navios Maritime Containers L.P.
Navios Maritime Partners L.P., an international owner and operator of dry cargo vessels, announced today that it has submitted a proposal to the board of directors of Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ:NMCI) to acquire the outstanding common units of Navios Containers not already owned by Navios Partners.
Subject to negotiation and execution of a definitive agreement, Navios Partners is proposing to issue in a merger transaction 0.37 of a common unit of Navios Partners for each outstanding common unit of Navios Containers. Based on the respective closing prices of the common units of the two companies on November 13, 2020, this exchange ratio represents a value of $2.48 per common unit of Navios Containers and a premium of 15%. The exchange ratio represents a premium of 121.7% based on the 60-day volume weighted average price of Navios Containers.
The proposed transaction is subject to the negotiation and execution of a definitive agreement, approval of the board of directors of Navios Partners and the necessary approvals under Navios Containers’ limited partnership agreement. The consummation of the proposed transaction would be subject to customary closing conditions. There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, or that any transaction will be consummated.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. This communication is not a substitute for any documents that may be filed with the SEC or sent to equity holders in connection with the proposed transaction. Equity holders are urged to read those documents, which will contain important information.