SEC Form 424B3 filed by Navios Maritime Partners LP

Filed Pursuant to 424(b)(3)

Registration File No. 333-271842

PROSPECTUS

$500,000,000

 

NAVIOS MARITIME PARTNERS L.P.

COMMON UNITS

REPRESENTING LIMITED PARTNERSHIP INTERESTS

DEBT SECURITIES

 

 

We may, from time to time, in one or more offerings, offer and sell up to $500,000,000 aggregate principal amount of common units and/or debt securities. We may sell these securities to or through underwriters and also to other purchasers or through agents. We will set forth the names of any underwriters or agents in the accompanying prospectus supplement. Our common units are listed on the New York Stock Exchange under the symbol “NMM.” On May 10, 2023, the last reported sales price of our common units on the New York Stock Exchange was $22.75 per common unit.

Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offeror, the offering and the specific terms of the securities offered. This prospectus may not be used to consummate a sale of securities by us unless accompanied by the applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.

 

 

Investing in our common units involves risks that are described in the “Risk Factors” section beginning on page 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.

 

 

The date of this prospectus is May 24, 2023.

You should rely only on the information contained in or incorporated by reference into this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in or incorporated by reference into this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

 

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ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
RISK FACTORS			11
OFFER STATISTICS AND EXPECTED TIMETABLE			12
FORWARD-LOOKING STATEMENTS			12
OFFER AND LISTING DETAILS			14
USE OF PROCEEDS			14
CAPITALIZATION			15
INFORMATION REGARDING THE MARKET FOR OUR COMMON UNITS			16
THE SECURITIES WE MAY OFFER			17
COMMON UNITS			18
DEBT SECURITIES			19
LEGAL OWNERSHIP OF SECURITIES			23
PLAN OF DISTRIBUTION			26
OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS			27
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			30
MARSHALL ISLANDS TAX CONSEQUENCES			36
LEGAL MATTERS			37
EXPERTS			37
EXPENSES			37
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			38
WHERE YOU CAN FIND ADDITIONAL INFORMATION			39
ENFORCEABILITY OF CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			40

ABOUT THIS PROSPECTUS

As used in this prospectus, references to “Navios Maritime Partners L.P.,” “the Company,” “we,” “our,” “us” and similar terms refer to Navios Maritime Partners Limited Partnership.

References in this prospectus to “Navios Holdings” refer to Navios Maritime Holdings Inc. and its subsidiaries, provided, however, it shall not include Navios Maritime Partners L.P. to the extent it may otherwise be deemed a subsidiary. References in this prospectus to “Olympos Maritime” or the “General Partner” refer to Olympos Maritime Ltd., our General Partner. References in this prospectus supplement to our “IPO” refer to our initial public offering, which was consummated on November 16, 2007.

This prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate. We are not making offers to sell our common units or any other securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of U.S. $500,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. In any applicable prospectus supplements, we may add to, update or change any of the information contained in this prospectus.

This prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement.

Before purchasing any securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional information as described below under the heading “Incorporation of Certain Information by Reference.” You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus, any prospectus supplement, or any free writing prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”

 

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RISK FACTORS

Investing in our securities involves risks. Before investing in any securities offered pursuant to this prospectus, you should carefully consider the risk factors and uncertainties set forth under the heading “Item 3.D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, if applicable, in any accompanying prospectus supplement subsequently filed relating to a specific offering or sale. These factors should be considered in conjunction with any other information included or incorporated by reference herein or which may be provided supplementally with this prospectus, including in conjunction with forward-looking statements made herein. See “Where You Can Find Additional Information.

 

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OFFER STATISTICS AND EXPECTED TIMETABLE

We may sell from time to time pursuant to this prospectus (as may be detailed in a prospectus supplement) an indeterminate number of common units and debt securities as shall have a maximum aggregate offering price of $500,000,000. The actual price per share or per security of the securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution.”

FORWARD-LOOKING STATEMENTS

This Prospectus should be read in conjunction with the consolidated financial statements and accompanying notes included in the Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 24, 2023, which is incorporated in this prospectus by reference.

Statements included in this prospectus which are not historical facts (including our statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business, and the markets in which we operate as described in this prospectus. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements appear in a number of places and include statements with respect to, among other things:

 

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our ability to make cash distributions on our common units;

 

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our future financial condition or results of operations and our future revenues and expenses;

 

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future levels of operating surplus and levels of distributions, as well as our future cash distribution policy;

 

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our current and future business and growth strategies and other plans and objectives for future operations;

 

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our ability to take delivery of, integrate into our fleet, and employ additional vessels, whether secondhand, as the fleets acquired in the Navios Maritime Containers L.P. and the Navios Maritime Acquisition Corporation mergers and the 36-vessel drybulk fleet acquisition from Navios Holdings, or any newbuildings we may order in the future;

 

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future charter hire rates and vessel values;

 

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the repayment of debt;

 

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our ability to access debt and equity markets;

 

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planned capital expenditures and availability of capital resources to fund capital expenditures;

 

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future supply of, and demand for, liquid and dry cargo commodities;

 

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volatility in interest rates, including Secured Overnight Financing Rate (“SOFR”);

 

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our ability to maintain long-term relationships with major commodity traders, oil majors, operators and liner companies;

 

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our ability to leverage the scale, experience, reputation and relationships of our Managers and our affiliates, including Navios Holdings;

 

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our continued ability to enter into long-term, fixed-rate time charters;

 

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our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charters;

 

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timely purchases and deliveries of newbuilding vessels;

 

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future purchase prices of newbuildings and secondhand vessels;

 

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our ability to compete successfully for future chartering and newbuilding opportunities;

 

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our future financial condition or results of operations and our future revenues and expenses, including revenues from any profit sharing arrangements, and required levels of reserves;

 

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potential liability and costs due to environmental, safety and other incidents involving our vessels;

 

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our track record, and past and future performance, in safety, environmental and regulatory matters;

 

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our anticipated incremental general and administrative expenses as a publicly traded limited partnership and our expenses under the management agreements, as amended (the “Management Agreements”) and the administrative services agreement (the “Administrative Services Agreement”) with the Manager and for reimbursements for fees and costs of our General Partner;

 

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estimated future maintenance and replacement capital expenditures;

 

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future sales of our common units in the public market;

 

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the cyclical nature of the international Dry Cargo and tankers shipping industry;

 

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fluctuations in charter rates for Dry Cargo and tankers;

 

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the number of newbuildings currently under construction;

 

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changes in the market values of our vessels and the vessels for which we have purchase options;

 

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an inability to expand relationships with existing customers and obtain new customers;

 

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the loss of any customer or charter or vessel;

 

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the aging of our fleet and resultant increases in operations costs;

 

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damage to our vessels;

 

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global economic outlook and growth and changes in general economic and business conditions;

 

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general domestic and international political conditions, including wars, pandemics, terrorism and piracy;

 

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public health threats;

 

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increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance and general and administrative expenses;

 

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the adequacy of our insurance arrangements and our ability to obtain insurance and required certifications;

 

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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;

 

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the changes to the regulatory requirements applicable to the shipping industry, including, without limitation, stricter requirements adopted by international organizations, such as the International Maritime Organization and the European Union, or by individual countries or charterers and actions taken by regulatory authorities and governing such areas as safety and environmental compliance;

 

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the anticipated taxation of our partnership and our unitholders;

 

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expected demand in the Dry Cargo shipping sector in general and the demand for our Panamax, Capesize, Ultra-Handymax and Container vessels in particular;

 

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expected demand in the tanker shipping sector in general and the demand for our tanker vessels in particular;

 

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our ability to retain key executive officers;

 

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customers’ increasing emphasis on environmental and safety concerns;

 

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changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors; and

 

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other factors detailed from time to time in our periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”).

These and other forward-looking statements are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those set forth below, as well as those risks discussed in “Item 3.D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange Act and, if applicable, in any accompanying prospectus supplement subsequently filed relating to a specific offering or sale.

The risks and assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond our control and many of which have been and many further be, exacerbated by the COVID-19 pandemic, the Ukrainian/Russian conflict and the impact they have had on the global economy. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

 

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OFFER AND LISTING DETAILS

We may sell from time to time pursuant to this prospectus (as may be detailed in a prospectus supplement) an indeterminate number of common units and debt securities as shall have a maximum aggregate offering price of $500,000,000. The actual price per unit or per security of the securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution.”

Our common units are traded on the New York Stock Exchange (or “NYSE”) under the symbol “NMM”.

USE OF PROCEEDS

Unless we indicate otherwise in the applicable prospectus supplement, we currently intend to use the net proceeds from this offering for working capital and general corporate purposes, including vessel acquisitions and other capital expenditure opportunities.

We have not determined the amounts we plan to spend for any particular purpose or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds from this offering. Pending application of the net proceeds, we intend to invest the net proceeds of the offering in short-term, investment-grade, interest-bearing securities.

We may set forth additional information on the use of net proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific offering.

 

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2022.

The historical data in the table is derived from our consolidated financial statements, which are incorporated by reference herein from our Annual Report on Form 20-F reporting operating results for the year ended December 31, 2022.

 

		As of December 31, 2022 (In thousands of U.S. dollars)
Total Long-term Borrowings (including current portion and excluding deferred financing fees) (1)(2):		$	1,958,979
Partner’s Capital:
Common Unitholders (3)(4) (30,184,388 units issued and outstanding as of December 31, 2022)			2,305,494
General Partner (3)(4) (622,296 units issued and outstanding as of December 31, 2022)			37,469
Total Partners’ Capital(4)			2,342,963
Total Capitalization		$	4,301,942

 

(1)	Long-term borrowings (including current portion) excludes deferred financing costs of $13,532 as of December 31, 2022.

(2)	Subsequent to December 31, 2022 and as of March 31, 2023, Navios Partners has repaid the amount of $215,572 and the proceeds from long-term debt and financial liabilities amounted to $144,610.

(3)	The number of general partnership units is determined by multiplying the total number of units deemed to be outstanding (i.e., the total number of common units outstanding divided by 98.0%) by the General Partner’s 2.0% general partner interest as of December 31, 2022.

(4)	Subsequent to December 31, 2022 and as of March 31, 2023, Navios Partners has declared and paid the amount of $1,540 related to the quarterly cash distribution for the three month period ended December 31, 2022.

 

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INFORMATION REGARDING THE MARKET FOR OUR COMMON UNITS

Market Information

Our common units are traded on the NYSE under the symbol “NMM.” Our common units trade on the New York Stock Exchange under the symbol “NMM.” The last reported sale price for our common units on May 10, 2023 was $22.75.

Holders of Common Units

As of May 3, 2023, we had approximately 38 holders of record of our common units. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common units whose shares are held in the names of various security brokers, dealers and registered clearing agencies.

Distributions

The following table sets forth, for the periods indicated, the approximate amounts of cash distributions that we have declared and paid:

The authorized quarterly cash distributions for the prior two years (eight quarters) of distributions, are presented below:

 

Date		Authorized Quarterly Cash Distribution for the three months ended				Date of record of Common and General Partnership unit Unitholders				Payment of Distribution				$/Unit				Amount of the declared distribution (in thousands)
July 2021			June 30, 2021				August 9, 2021				August 12, 2021			$	0.05			$	1,368
October 2021			September 30, 2021				November 8, 2021				November 12, 2021			$	0.05			$	1,541
January 2022			December 31,2021				February 9, 2022				February 11, 2022			$	0.05			$	1,541
April 2022			March 31, 2022				May 9, 2022				May 12, 2022			$	0.05			$	1,541
July 2022			June 30, 2022				August 9, 2022				August 12, 2022			$	0.05			$	1,541
October 2022			September 30, 2022				November 8, 2022				November 10, 2022			$	0.05			$	1,540
January 2023			December 31, 2022				February 10, 2023				February 14, 2023			$	0.05			$	1,540
April 2023			March 31, 2023				May 9, 2023				May 12, 2023			$	0.05			$	1,540

There is no guarantee that we will pay the quarterly distribution on the common units in any quarter. The amount of distributions paid under our policy and the decision to make any distribution is determined by our board of directors, taking into consideration the terms of our partnership agreement. We are prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default exists, under our existing credit facilities.

 

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