Navios Partners announced that it completed the acquisition of Navios Containers. 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.