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Navios Maritime Containers L.P. (NMCI)

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  • Navios Maritime Partners L.P. Completes Acquisition of Navios Maritime Containers L.P.
    GlobeNewswire

    Navios Maritime Partners L.P. Completes Acquisition of Navios Maritime Containers L.P.

    MONACO, April 01, 2021 (GLOBE NEWSWIRE) -- 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 structureCreate significant savings in public company costsReduce cost of capital, by increasing trading liquidity, float and access to the capital marketsBuild scale through a larger, diversified asset base capable of generating increased earnings capacityEnhance credit profile by increasing cash retention to support growth and deleveragingIncrease collateral value to assist in refinancing debt maturitiesProvide 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

  • Moody's

    Navios Maritime Partners L.P. -- Moody's affirms Navios Partners' B2 CFR; changes outlook to stable

    Rating Action: Moody's affirms Navios Partners' B2 CFR; changes outlook to stableGlobal Credit Research - 29 Mar 2021London, 29 March 2021 -- Moody's Investors Service ("Moody's") has today affirmed the corporate family rating (CFR) of B2 and probability of default rating (PDR) of B2-PD at Navios Maritime Partners L.P. (Navios Partners, company or NMM). Moody's has also changed the outlook to stable from negative.RATINGS RATIONALEThe affirmation and outlook stabilization reflects the credit positive merger of NMM with Navios Maritime Containers L.P. (NMCI), which increases scale, diversifies the business further into container shipping and enhances customer diversification while leverage increases only slightly by 0.4x, pro-forma for 2020. Given NMM's focus on shorter term charters the company benefits from the good market environment and would achieve solid credit metrics, including a Moody's-adjusted debt/EBITDA of potentially below 3.0x if the environment persists over 2021.However, the rating and outlook also continue to balance that Moody's considers the market environment as currently strong in a historical context and given the significant market volatility and exposure of NMM, that credit metrics are likely to remain more volatile through the cycle.The merger with NMCI strengthens NMM's business profile, because it increases scale by 56% for 2020, adding 29 container vessels at slightly higher average age and significantly diversifying the customer base towards the traditional liner companies.

  • Navios Maritime Containers L.P. Announces Approval of the Merger with Navios Maritime Partners L.P.
    GlobeNewswire

    Navios Maritime Containers L.P. Announces Approval of the Merger with Navios Maritime Partners L.P.

    MONACO, March 24, 2021 (GLOBE NEWSWIRE) -- Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ:NMCI) announced that at its Special Meeting of Limited Partners held earlier today in Monaco, the Navios Containers common unit holders approved the merger (the “Merger”) contemplated by the previously announced Agreement and Plan of Merger, (the “Merger Agreement”), dated December 31, 2020, by and among Navios Maritime Partners L.P. (“Navios Partners”), its direct wholly-owned subsidiary NMM Merger Sub LLC (“Merger Sub”), Navios Containers and its general partner, Navios Maritime Containers GP LLC. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Navios Containers, with Navios Containers being a wholly-owned subsidiary of Navios Partners. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, which is expected to be March 31, 2021, each outstanding common unit representing limited partner interests in Navios Containers that is held by a common unit holder, other than Navios Partners, Navios Containers and their respective subsidiaries (the “Public Unitholders”), will be cancelled and automatically converted into the right to receive 0.39 of a common unit representing limited partner interests in Navios Partners. Based on the March 23, 2021 closing price of Navios Partners, this exchange ratio would provide Public Unitholders with consideration of $9.65 per common unit of Navios Containers, representing a premium of 346.9% 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 135.4% to Navios Containers’ closing price as of December 31, 2020, the last trading day before announcement of the Merger Agreement. The assets and liabilities and results of operations of Navios Containers will be included in Navios Partners’ consolidated results of operations from and only for periods subsequent to the effective time of the Merger. Following the Merger, Navios Containers will no longer be a publicly traded or publicly reporting company. 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. 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 Containers L.P. Navios Maritime Containers L.P. is a growth-oriented international owner and operator of containerships. For more information, please visit our website at www.navios-containers.com. Advisory on Forward-Looking Information and Statements This 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. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. Such statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s services, products, global supply chains and economic activity in general. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by the Company with the Securities and Exchange Commission. The Company encourages you to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the Securities and Exchange Commission. Statements contained in this current press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not assume any obligation to update these forward-looking statements, other than as required by law. Contact:Navios Maritime Containers L.P.+1.212.906.8648investors@navios-containers.com