Navios Partners and Navios Containers announced 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.
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, 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.
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.