Form 6-K

6-K 1 d143459d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 23, 2021

Commission File No. 001-38651

NAVIOS MARITIME CONTAINERS L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

Information Contained in this Report on Form 6-K

Attached hereto is a copy of the Notice of Special Meeting of Limited Partners and Proxy Statement of Navios Maritime Containers L.P. for the 2021 Special Meeting of Limited Partners to be held on March 24, 2021.

Dear Common Unitholders of Navios Maritime Containers L.P.:

We are pleased to inform you that on December 31, 2020, Navios Maritime Containers L.P. (“Navios Containers”) and its general partner, Navios Maritime Containers GP LLC (the “Navios Containers GP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Navios Maritime Partners L.P. (“Navios Partners”) and its direct, wholly-owned subsidiary, NMM Merger Sub LLC (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Navios Containers (the “Merger”), with Navios Containers being a wholly-owned subsidiary of Navios Partners. The accompanying notice of Special Meeting (defined below) and this proxy statement/prospectus describe the Merger in greater detail and provide specific information about the Special Meeting. Please read these materials carefully.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding common unit representing limited partner interests in Navios Containers (the “Navios Containers Common Units”) that is held by a unitholder other than Navios Partners, Navios Containers and their respective subsidiaries (such units, the “Navios Containers Public Units”) will be cancelled and automatically converted into the right to receive 0.39 of a common unit representing limited partner interests in Navios Partners (the “Navios Partners Common Units” and such consideration, the “Merger Consideration”). This exchange ratio (the “Exchange Ratio”) is fixed and will not be adjusted to reflect changes in the price of Navios Containers Common Units or Navios Partners Common Units prior to the effective time of the Merger. Navios Partners has agreed to list all of the Navios Partners Common Units issued in connection with the Merger on the New York Stock Exchange (the “NYSE”).

The value of the Merger Consideration will fluctuate with the market price of Navios Partners Common Units. You should obtain current unit price quotations for Navios Containers Common Units and Navios Partners Common Units. Navios Containers Common Units are listed on the Nasdaq Global Select Market tier of The Nasdaq Stock Market LLC under the ticker symbol “NMCI,” and Navios Partners Common Units are listed on the NYSE under the ticker symbol “NMM.” Based on the closing price of Navios Partners Common Units on the NYSE of $6.65 on November 13, 2020, the last trading day before the public announcement of Navios Partners’ proposal to engage in the Merger on November 16, 2020, the Exchange Ratio represented approximately $2.59 in Navios Partners Common Units for each Navios Containers Common Unit. Based on the closing price of Navios Partners Common Units on the NYSE of $11.20 on December 31, 2020, the last trading day before the public announcement of entry into the definitive Merger Agreement, the Exchange Ratio represented approximately $4.37 in Navios Partners Common Units for each Navios Containers Common Unit. Based on the closing price of Navios Partners Common Units on the NYSE of $17.93 on February 16, 2021, the latest practicable date before the date of this proxy statement/prospectus, the Exchange Ratio represented approximately $6.99 in Navios Partners Common Units for each Navios Containers Common Unit.

You are cordially invited to attend a special meeting of the limited partners of Navios Containers (the “Special Meeting”) to be held at the offices of Navios Containers, located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021 at 10:00 a.m., local time, to vote on the approval of the Merger Agreement.

Navios Containers GP and certain members of the Board of Directors of Navios Containers (the “Navios Containers Board”) are affiliated with Navios Partners. Angeliki Frangou, who serves as Navios Containers’ Chief Executive Officer and as Chairman of the Navios Containers Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board of Directors, and is the indirect owner of the general partner of each of Navios Containers and Navios Partners. Efstratios Desypris, a member of the Navios Containers Board, serves as Chief Financial Officer of Navios Partners. Due to these relationships, the Navios Containers Board delegated to a conflicts committee of the Navios Containers Board, comprised solely of independent directors of Navios Containers (the “Navios Containers Conflicts Committee”), the authority to review, evaluate, negotiate, reject and/or recommend to the Navios Containers Board the proposed Merger, the

Merger Agreement and the related transactions and documents. In addition, the Navios Containers Conflicts Committee was granted the authority to select and retain independent legal and financial advisors to assist the Navios Containers Conflicts Committee in carrying out its responsibilities.

As of the date of this proxy statement/prospectus, Navios Partners owned approximately 35.7% of the outstanding Navios Containers Common Units, and Navios Maritime Holdings Inc., which owns approximately 18.2% of Navios Partners, owned approximately 3.9% of the outstanding Navios Containers Common Units. Under the Merger Agreement, Navios Partners has agreed to vote all Navios Containers Common Units owned by it in favor of the Merger Agreement and related matters.

Each of the Navios Containers Conflicts Committee and the Navios Containers Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Containers and the holders of Navios Containers Public Units; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Containers Common Units approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. In accordance with the Navios Containers Agreement of Limited Partnership (the “Navios Containers Partnership Agreement”), the Navios Containers Conflicts Committee also granted Special Approval (as defined in the Navios Containers Partnership Agreement) of the Merger Agreement and the transactions contemplated thereby, including the Merger.

You will also have an opportunity to consider and vote upon a proposal to approve adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement (the “adjournment proposal”).

The Navios Containers Conflicts Committee and the Navios Containers Board recommend that the holders of Navios Containers Common Units vote “FOR” the approval of the Merger Agreement.

Your vote is very important, regardless of the number of Navios Containers Common Units you own. The approval and adoption of the Merger Agreement and the Merger by Navios Containers requires the affirmative vote of the holders of a majority of the outstanding Navios Containers Common Units, calculated in accordance with the limitations contained in the Navios Containers Partnership Agreement. Please take the time to vote your units in accordance with the instructions on your proxy card.

The notice of Special Meeting and the proxy statement/prospectus that accompany this letter provide you with detailed information about the Special Meeting, the Merger Agreement, the Merger and other related matters. Navios Partners and Navios Containers both encourage you to read the entire document carefully. In particular, please read the section entitled “Risk Factors,” on page 26 of this proxy statement/prospectus, for a discussion of risks relevant to the Merger and the combined company.


Angeliki Frangou		Konstantinos Maratos
Chairman of the Boards of Directors of Navios Maritime Partners L.P. and Navios Maritime Containers L.P.		Chairman of the Conflicts Committee of the Board of Directors of Navios Maritime Containers L.P.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NAVIOS PARTNERS COMMON UNITS TO BE ISSUED IN THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this proxy statement/prospectus is February 23, 2021 and is first being mailed to holders of Navios Containers Common Units on or about February 24, 2021.

ADDITIONAL INFORMATION

Navios Partners and Navios Containers file annual reports with and furnishes other information to the U.S. Securities and Exchange Commission (the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about Navios Partners and Navios Containers and their respective subsidiaries from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov. You can also find information about Navios Partners and Navios Containers by visiting Navios Partners’ website at https://www.navios-mlp.com and Navios Containers’ website at https://www.navios-containers.com. Information contained on these websites does not constitute part of this proxy statement/prospectus.

You may also request copies of these documents, without charge, by writing or telephoning the appropriate company as follows:

Vasiliki (Villy) Papaefthymiou

Secretary

Navios Maritime Partners L.P.

Navios Maritime Containers L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo MC 98000 Monaco

(011) + (377) 9798-2140

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: Navios@investor.morrowsodali.com

In addition, if you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Containers’ proxy solicitation firm, Morrow Sodali LLC, listed below.

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: Navios@investor.morrowsodali.com

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by March 17, 2021 (which is five (5) business days before the date of the Special Meeting) in order to receive them before the Special Meeting.

For additional information about documents incorporated by reference into this proxy statement/prospectus please see the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

References in this proxy statement/prospectus to “Navios Partners” refer to Navios Maritime Partners L.P. and/or one or more of its subsidiaries, as the context requires. References to “Navios Partners Common Units” refer to common units representing limited partnership interests of Navios Partners. References to “Navios Containers” refer to Navios Maritime Containers L.P. and/or one or more of its subsidiaries, as the context requires. References to “Navios Containers Common Units” refer to common units representing limited partnership interests of Navios Containers. References to “Navios Containers Public Units” refer to each outstanding common unit representing limited partner interests in Navios Containers that is held by a unitholder other than Navios Partners, Navios Containers and their respective subsidiaries. References to “Navios Containers GP” refer to Navios Maritime Containers GP LLC, the general partner of Navios Containers. References to the Merger Agreement refer to the Agreement and Plan of Merger, dated December 31, 2020, by and among Navios Maritime Containers L.P., Navios Maritime Containers GP LLC, Navios Maritime Partners L.P., and NMM Merger Sub LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands and a direct, wholly-owned subsidiary of Navios Partners (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into Navios Containers (the “Merger”), with Navios Containers being a wholly-owned subsidiary of Navios Partners.

Unless otherwise indicated, all references to “dollars,” “US dollars” and “$” in this proxy statement/prospectus are to United States dollars. This proxy statement/prospectus uses the term deadweight tons, or dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of tankers.

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-252139) filed with the SEC by Navios Partners, constitutes a prospectus of Navios Partners under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Navios Partners Common Units to be issued to holders of Navios Containers Public Units pursuant to the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Navios Containers with respect to the Special Meeting of holders of Navios Containers Common Units (the “Special Meeting”) at which holders of Navios Containers Common Units will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Please see the section entitled “Questions and Answers About the Merger and the Special Meeting.”

You should rely only on the information contained, or incorporated by reference into, in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated February 23, 2021. The information contained in this proxy statement/prospectus is accurate only as of that date, or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to holders of Navios Containers Common Units nor the issuance by Navios Partners of Navios Partners Common Units pursuant to the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation.

The information concerning Navios Partners contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Navios Partners, and information concerning Navios Containers contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Navios Containers.

LOGO

NOTICE OF SPECIAL MEETING

TO BE HELD ON MARCH 24, 2021

To Limited Partners of Navios Maritime Containers L.P.:

You are invited to attend a special meeting of the limited partners (the “Special Meeting”) of Navios Maritime Containers L.P. (“Navios Containers”) to be held at the offices of Navios Containers, located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021, at 10:00 a.m., local time, for the following purposes:

To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of December 31, 2020 (as may be amended from time to time, the “Merger Agreement”), including the transactions contemplated therein, entered into with Navios Maritime Containers GP LLC, the general partner of Navios Containers, Navios Maritime Partners L.P. (“Navios Partners”) and NMM Merger Sub LLC, a wholly-owned subsidiary of Navios Partners (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Navios Containers, and, following the Merger, Navios Containers will continue as the surviving partnership and will be a wholly-owned subsidiary of Navios Partners.

To consider and vote upon a proposal to approve adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement (the “adjournment proposal”).

As described in the accompanying proxy statement/prospectus, each of the Conflicts Committee of the Navios Containers Board of Directors and the Navios Containers Board of Directors unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Containers and the holders of Navios Containers Public Units; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Containers Common Units approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. The Conflicts Committee of the Navios Containers Board of Directors and the Navios Containers Board of Directors recommend that you vote “FOR” the approval of the Merger Agreement and “FOR” the adjournment proposal.

The proxy statement/prospectus that accompanies this notice provides extensive information about the Special Meeting, the Merger Agreement, the Merger and other related matters. You are urged to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. A copy of the Merger Agreement is included in the proxy statement/prospectus as Annex A.

Whether or not you plan to attend the Special Meeting, please read the enclosed proxy statement/prospectus and complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card. Your vote is very important, regardless of the number of Navios Containers Common Units you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., local time, on March 23, 2021.

Only holders of record of Navios Containers Common Units at the close of business on February 10, 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

Please note, however, that if your Navios Containers Common Units are held of record by a bank, broker or other nominee and you wish to vote at the Special Meeting, you must obtain a legal proxy in your name from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at the Special Meeting. Please also bring to the Special Meeting your account statement or letter from your bank, broker or other nominee evidencing your beneficial ownership of Navios Containers Common Units as of the record date and valid government-issued photo identification.

If you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Containers’ proxy solicitor, Morrow Sodali LLC, at Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902, by telephone at (800) 662-5200 or via email at Navios@investor.morrowsodali.com.

By Order of the Board of Directors,

Vasiliki Papaefthymiou

Secretary

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING			1

SUMMARY			8

Parties to the Merger Agreement			8

Description of the Merger			9

The Special Meeting			9

Recommendation of the Navios Containers Conflicts Committee and Navios Containers Board; Reasons for the Navios Containers Conflicts Committee’s Recommendation			10

Opinion of Financial Advisor to the Navios Containers Conflicts Committee			10

Reasons for the Approval of the Navios Partners Board			10

Material U.S. Federal Income Tax Considerations of the Merger			11

Interests of Navios Containers’ Directors and Officers in the Merger			11

Key Terms of the Merger Agreement			12

Other Information Related to the Merger			15

Risk Factors			16

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA AND OTHER OF NAVIOS PARTNERS			17

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF NAVIOS CONTAINERS			19

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			21

COMPARATIVE PER UNIT DATA			23

COMPARATIVE PER UNIT MARKET PRICE INFORMATION			25

RISK FACTORS			26

Risks Related to the Merger			26

Risk Factors Relating to the Shipping Industry and the Operation of Navios Partners’ Vessels			33

Risks Related to Navios Containers			34

Risks Related to Navios Partners			34

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			35

THE SPECIAL MEETING			38

THE MERGER			43

Description of the Merger			43

Navios Partners’ Ownership Interest in Navios Containers			43

Background of the Merger			44

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties			48

Recommendation of the Navios Containers Conflicts Committee and the Navios Containers Board			49

Reasons for the Navios Containers Conflicts Committee’s Recommendation			49

Unaudited Financial Projections of Navios Partners and Navios Containers			53

Opinion of Financial Advisor to the Navios Containers Conflicts Committee			55

Reasons for the Approval of the Navios Partners Board			61

Interests of Navios Containers’ Directors and Officers in the Merger			63

Regulatory Matters			64


Conversion of Navios Containers Public Units			64

Accounting Treatment of the Merger			64

Listing of Navios Partners Common Units to be Issued in the Merger			65

Delisting and Deregistration of Navios Containers Common Units			65

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			66

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			73

THE MERGER AGREEMENT			76

RELATED PARTY TRANSACTIONS			86

DESCRIPTION OF NAVIOS PARTNERS COMMON UNITS			87

COMPARISON OF UNITHOLDER RIGHTS			92

ENFORCEABILITY OF NAVIOS PARTNERS CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			104

LEGAL MATTERS			105

EXPERTS			106

WHERE YOU CAN FIND MORE INFORMATION			107


ANNEXES

Annex A		Agreement and Plan of Merger, dated as of December 31, 2020, by and among Navios Maritime Partners L.P., NMM Merger Sub LLC, Navios Maritime Containers L.P. and Navios Maritime Containers GP LLC.
Annex B		Opinion of Pareto Securities AS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following section provides brief answers to certain questions that you may have regarding the Merger and the matters being considered at the Special Meeting. Please note that this section does not address all issues that may be important to you as a holder of Navios Containers Common Units with respect to the Merger and Special Meeting. Accordingly, you should carefully read this entire proxy statement/prospectus, including each of the annexes, and the documents that have been incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement/prospectus.

Q:	Why am I receiving this proxy statement/prospectus?

Navios Containers and its general partner, Navios Containers GP, on the one hand, and Navios Partners and Merger Sub, on the other hand, have entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Navios Containers, and, following the Merger, Navios Containers will continue as the surviving partnership and will be a wholly-owned subsidiary of Navios Partners. You are receiving this proxy statement/prospectus in connection with the solicitation by the Board of Directors of Navios Containers (the “Navios Containers Board”) of proxies of holders of Navios Containers Common Units to vote in favor of the Merger Agreement.

Navios Containers is holding a Special Meeting to obtain the approval of the holders of Navios Containers Common Units necessary to adopt the Merger Agreement.

This proxy statement/prospectus constitutes both a proxy statement of Navios Containers and a prospectus of Navios Partners. It is a proxy statement because the Navios Containers Board is soliciting proxies from its limited partners. It is a prospectus because Navios Partners will issue Navios Partners Common Units to holders of Navios Containers Public Units as consideration for the exchange of outstanding Navios Containers Public Units in the Merger.

Your vote is very important, regardless of the number of Navios Containers Common Units you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., local time, on March 23, 2021.

Q:	What am I being asked to vote on?

You are being asked to vote to approve the Merger Agreement, including the transactions contemplated therein, and, if necessary, to approve the adjournment proposal. As a condition to the completion of the Merger, the Merger Agreement must be approved by holders of a majority of the outstanding Navios Containers Common Units (the “Unitholders Approval”), calculated in accordance with the limitations set forth in the Navios Containers Agreement of Limited Partnership (the “Navios Containers Partnership Agreement”). If the Merger Agreement is not so approved by the holders of Navios Containers Common Units, the Merger will not be completed.

Q:	What will happen to Navios Containers as a result of the Merger?

If the Merger is successfully completed, Merger Sub will be merged with and into Navios Containers, with Navios Containers continuing as the surviving partnership and becoming a wholly-owned subsidiary of Navios Partners. Additionally, if the Merger is successfully completed, the Navios Containers Common Units currently listed on the Nasdaq Global Select Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) will cease to be listed on Nasdaq and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Navios Containers will cease filing reports with the SEC.

Q:	What will I receive for my Navios Containers Public Units if the Merger is completed?

If the Merger is completed, each Navios Containers Public Unit will be converted into the right to receive 0.39 of a Navios Partners Common Unit (the “Exchange Ratio”) and will be cancelled and cease to exist. Upon conversion of the Navios Containers Public Units into Navios Partners Common Units, the former holders of Navios Containers Public Units will have all of the rights, including any voting rights or rights to receive distributions, associated with such Navios Partners Common Units. Until such time as the Merger is completed, the holders of Navios Containers Public Units will not have any such rights associated with the Navios Partners Common Units.

Any Navios Containers Common Units held by Navios Containers and its subsidiaries will be cancelled, and no Merger Consideration or other consideration will be delivered for those cancelled units. The Navios Containers General Partner Unit (as defined below) held by Navios Containers GP will remain outstanding as a non-economic general partner interest in the surviving partnership and will be transferred to Navios Partners, or a subsidiary of Navios Partners, as a result of the Merger, with Navios Containers GP receiving one Navios Partners Common Unit as consideration for such transfer. The Navios Containers Common Units held by Navios Partners and its subsidiaries will remain outstanding as partnership interests in the surviving partnership and will be unaffected by the Merger.

Navios Partners will not issue any fractional Navios Partners Common Units to holders of Navios Containers Public Units. Instead, each holder of Navios Containers Public Units otherwise entitled to a fraction of a Navios Partners Common Unit of 0.5 or above will be entitled to receive a full Navios Partners Common Unit. Any holder of Navios Containers Public Units otherwise entitled to a fraction of a Navios Partners Common Unit of less than 0.5 will receive no consideration for such fractional unit, which will be forfeited. See the section entitled “The Merger Agreement—Exchange of Units; Fractional Units—Fractional Units.”

Following the completion of the Merger, it is anticipated that the former holders of Navios Containers Public Units will own, by virtue of the exchange of their Navios Containers Public Units for Navios Partners Common Units, approximately 41.8% of the total Navios Partners Common Units (based on the number of Navios Containers Public Units and Navios Partners Common Units outstanding as of the date of this proxy statement/prospectus). It is anticipated that Navios Partners Common Units issued in the Merger will trade on the NYSE under the symbol “NMM.”

Q:	What is the value of the Merger Consideration?

The Navios Partners Common Units are traded on the NYSE. Because Navios Partners will issue a fixed number of Navios Partners Common Units in exchange for each Navios Containers Public Unit, the value of the Merger Consideration that holders of Navios Containers Public Units will receive will depend on the price per unit of Navios Partners Common Units at the time the Merger is completed. That price will not be known at the time of the Special Meeting and may be less or more than the current price or the price at the time of the Special Meeting. Based on the price of a Navios Partners Common Unit on the NYSE of $17.93 on February 16, 2021, which may be more or less than the price at the closing of the Merger, the consideration per each Navios Containers Public Unit is $6.99.

The aggregate number of Navios Partners Common Units to be issued as Merger Consideration will not be adjusted to reflect changes in the price of Navios Containers Common Units or Navios Partners Common Units prior to the completion of the Merger.

Q:	Do the Navios Containers Conflicts Committee and the Navios Containers Board recommend voting “FOR” the proposal to approve the Merger Agreement and the adjournment proposal?

A:	Yes. Taking into consideration, among other factors, the fairness opinion of Pareto Securities AS (“Pareto”), the independent financial advisor to the Navios Containers Conflicts Committee, a copy of which is attached

to this proxy statement/prospectus as Annex B, and the other reasons set forth in the section entitled “The Merger—Reasons for the Navios Containers Conflicts Committee’s Recommendation,” the Navios Containers Conflicts Committee has approved the Merger and the Merger Agreement, and recommends that the holders of Navios Containers Common Units vote “FOR” the proposal to approve the Merger Agreement and “FOR” the adjournment proposal at the Special Meeting. Based on the recommendation of the Navios Containers Conflicts Committee, the Navios Containers Board has also approved the Merger and the Merger Agreement, and recommends that the holders of Navios Containers Common Units vote “FOR” the proposal to approve the Merger Agreement and “FOR” the adjournment proposal at the Special Meeting. For additional information, see the sections entitled “The Merger—Background of the Merger,” “The Merger—Recommendation of the Navios Containers Conflicts Committee and the Navios Containers Board” and “The Merger—Reasons for the Navios Containers Conflicts Committee’s Recommendation.”

Q:	Do any of Navios Containers’ directors, executive officers, general partner or major unitholders have interests in the Merger that may differ from or are in addition to my interests as a unitholder?

As of the date of this proxy statement/prospectus, Navios Partners owned approximately 11.6 million, or 35.7%, of the outstanding Navios Containers Common Units. Navios Maritime Holdings Inc. (“Navios Holdings”), which owns approximately 18.2% of the equity interests of Navios Partners, owned approximately 1.3 million, or 3.9%, of the outstanding Navios Containers Common Units.

Navios Containers GP and certain members of the Navios Containers Board are affiliated with Navios Partners. Angeliki Frangou, who serves as Navios Containers’ Chief Executive Officer and as Chairman of the Navios Containers Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board of Directors (the “Navios Partners Board”), and is the indirect owner of the general partner of both Navios Containers and Navios Partners. Efstratios Desypris, a member of the Navios Containers Board, serves as Chief Financial Officer of Navios Partners.

In addition, George Achniotis serves as Navios Containers’ Executive Vice President—Business Development and as Navios Partners’ Executive Vice President—Business Development and as a member of the Navios Partners Board.

Navios Partners and its affiliates are also parties to several agreements and transactions with Navios Containers. For additional information, see the section entitled “Related Party Transactions.”

Q:	How will directors, executive officers, and affiliates of Navios Containers and Navios Partners vote on the proposal to approve the Merger Agreement and the adjournment proposal?

As noted above, as of the date of this proxy statement/prospectus, Navios Partners owned approximately 11.6 million, or 35.7%, of the outstanding Navios Containers Common Units, and Navios Holdings owned approximately 1.3 million, or 3.9%, of the outstanding Navios Containers Common Units. Directors and executive officers of Navios Containers and Navios Partners owned less than 1% of the outstanding Navios Containers Common Units.

Under the Merger Agreement, Navios Partners has agreed to vote all Navios Containers Common Units owned by it in favor of the Merger Agreement and related matters. As of the date of this proxy statement/prospectus, Navios Partners and Navios Containers each expects that its respective directors and executive officers, as well as Navios Holdings, will vote any Navios Containers Common Units held by them “FOR” the approval of the Merger Agreement, and the adjournment proposal.

Q:	When and where is the Special Meeting?

A:	The Special Meeting of holders of Navios Containers Common Units will be held at the offices of Navios Containers, located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021, at 10:00 a.m., local time, unless adjourned or postponed to a later time.

Q:	Who can vote at the Special Meeting?

Holders of Navios Containers Common Units of record as of the close of business on February 10, 2021, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting and are entitled to one vote per common unit, subject to the limitations described in the section entitled “The Special Meeting—Vote Required.”

Some of the unitholders hold their units through a bank, broker or other nominee rather than directly in their own names. As summarized below, there are some distinctions between units held of record and those owned beneficially:

•

If your Navios Containers Common Units are registered directly in your name through Navios Containers’ transfer agent, Continental Stock Transfer & Trust Company, or you have physical certificates, then you are considered the holder of record of such units, and these proxy materials are being sent directly to you by Navios Containers. As the unitholder of record, you have the right to grant a proxy or vote in person at the Special Meeting.

•

If your Navios Containers Common Units are held in a brokerage account or otherwise by a bank, broker or other nominee, then you are considered to be the beneficial owner of units held in “street name” and these proxy materials are being forwarded to you by your bank, broker or other nominee that is considered the holder of record of those units. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your Navios Containers Common Units. You are also invited to attend the Special Meeting. However, because you are not the holder of record, you may not vote these units in person at the Special Meeting unless you obtain a legal proxy in your name from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at the Special Meeting. You would also need to bring to the Special Meeting your account statement or letter from your bank, broker or other nominee evidencing your beneficial ownership of Navios Containers Common Units as of the record date and valid government-issued photo identification.

Q:	What vote is required to approve the Merger Agreement?

Q:	What vote is required to approve the adjournment proposal?

Approval of the adjournment proposal requires the affirmative vote of a majority of votes present or represented by proxy and entitled to vote at the Special Meeting, whether or not a quorum is present, calculated in accordance with the limitations contained in the Navios Containers Partnership Agreement.

If a quorum is not present or if there are not sufficient votes for the approval of the Merger Agreement, Navios Containers expects that the Special Meeting will be adjourned to solicit additional proxies.

Q:	What if I do not vote or do not fully complete my proxy card?

If you do not vote your Navios Containers Common Units with respect to the proposal to approve the Merger Agreement, including the transactions contemplated therein, it will have the same effect as a vote against the proposal, subject to the calculations in accordance with the limitations contained in the Navios Containers Partnership Agreement. However, if the proposal to approve the Merger Agreement, including the transactions contemplated therein, is approved and the Merger is completed, your Navios Containers Public Units will be converted into the right to receive the Merger Consideration even though you did not vote.

If you submit a proxy without specifying the manner in which you would like your Navios Containers Common Units to be voted, such units will be voted “FOR” approval of the Merger Agreement.

Q:	What are the applicable limitations contained in the Navios Containers Partnership Agreement for calculating votes and the number of outstanding Navios Containers Common Units?

The Navios Containers Partnership Agreement limits any person or Group (as defined in the Navios Containers Partnership Agreement) that beneficially owns more than 4.9% of the voting power of the Navios Containers Common Units (or would own that percentage after application of this limitation) from voting his, her or its Navios Containers Common Units above 4.9% (such amount of units above 4.9% of the voting power, “excess units”), and also provides that excess units are not considered to be outstanding for purposes of calculating whether a quorum is present or whether the required vote on any proposal has been obtained. This limitation does not apply to Navios Containers Common Units held by Navios Containers GP or its affiliates or any person or Group who acquired more than 4.9% of the Navios Containers Common Units with the prior approval of the Navios Containers Board after considering the potential tax effects on Navios Containers of granting such approval.

Q:	What do I need to do now?

If you are a unitholder of record, after carefully reading and considering the information contained in, and incorporated by reference into, this document, please complete, date, sign and return the enclosed proxy card. See the section entitled “The Special Meeting—Voting; Proxies.” Your vote is very important, regardless of the number of Navios Containers Common Units you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received no later than 11:59 p.m., local time, on March 23, 2021.

If you are a beneficial owner, you should instruct your bank, broker or other nominee to vote your Navios Containers Common Units. If you do not instruct your bank, broker or other nominee, it will not be able to vote your Navios Containers Common Units. Please check with your bank, broker or other nominee and follow the voting procedures it provides. Your bank, broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See the section entitled “The Special Meeting—Voting; Proxies.”

Q:	May I change my vote after I have submitted a proxy?

A:	Yes. If your Navios Containers Common Units are registered directly in your name, there are three ways you can change your vote after you have submitted your proxy:

•

First, you may complete and submit a signed written notice of revocation to Navios Containers’ Secretary at the address below:

Navios Maritime Containers L.P.

Attn: Secretary

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

Or by email to legal_corp@navios.com

•

Second, you may complete and submit a new proxy card. Your latest vote actually received by Navios Containers before the Special Meeting will be counted, and any earlier votes will be automatically revoked.

•

Third, you may attend the Special Meeting and vote in person. Any earlier proxy will thereby be automatically revoked. However, simply attending the Special Meeting without voting will not revoke any earlier proxy you may have given.

If your Navios Containers Common Units are held in “street name” by a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

Q:	If I want to attend the Special Meeting, what do I do?

Holders of Navios Containers Common Units that want to attend the Special Meeting should come to the offices of Navios Containers, located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, at 10:00 a.m., local time, on March 24, 2021. You are entitled to attend the Special Meeting only if you were a unitholder of record as of the close of business on the record date or you hold a valid proxy for the Special Meeting. You should be prepared to present photo identification for admittance to the Special Meeting. In addition, if you are a unitholder of record, your name will be verified against the list of unitholders of record on the record date prior to your being admitted to the Special Meeting. If you are not a unitholder of record, but hold units through a bank, broker or other nominee (i.e., in “street name”), you will need to bring your account statement or letter from your bank, broker or other nominee evidencing your beneficial ownership of Navios Containers Common Units as of the record date and, if you intend to vote at the Special Meeting, a legal proxy in your name from your bank, broker or other nominee, which you will need to present to the inspector of election with your ballot.

Q:	What happens if I transfer or sell my Navios Containers Common Units before the Special Meeting or before completion of the Merger?

If you transfer or sell your Navios Containers Common Units after the record date but before the Special Meeting, you will retain your right to vote at the Special Meeting. However, you will have transferred the right to receive the Merger Consideration in the Merger. In order to receive the Merger Consideration, you must hold your Navios Containers Common Units through the effective time of the Merger.

Q:	What if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your Navios Containers Common Units in more than one brokerage account, if you hold units directly as a holder of record and also in “street name,” or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your Navios Containers Common Units are voted.

Q:	When is the Merger expected to be completed?

Navios Containers and Navios Partners are working to complete the Merger as quickly as possible. In addition to obtaining the Unitholder Approval at the Special Meeting, other important conditions to the completion of the Merger exist. Assuming the satisfaction or waiver of all of the conditions in the Merger Agreement, Navios Partners and Navios Containers expect to complete the Merger in the first quarter of 2021. The Merger Agreement contains an end date and time of August 31, 2021 for the completion of the Merger. For a discussion of the conditions to the completion of the Merger, see the section entitled “The Merger Agreement—Conditions to the Merger.”

Q:	What are the material U.S. federal income tax consequences of the Merger to holders of Navios Containers Public Units?

It is intended that, for U.S. federal income tax purposes, the Merger, together with the Optional Second Merger (as defined below), should qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). If the Merger so qualifies, U.S.

Holders (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences”) of Navios Containers Public Units generally should not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Navios Containers Public Units for Navios Partners Common Units. However, the completion of the Merger is not conditioned upon the receipt of an opinion of counsel to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your own tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Q:	Are there risks I should consider in deciding whether to vote for the Merger Agreement?

A:	Yes. We have set forth a non-exhaustive list of risk factors that you should consider carefully in connection with the Merger. See the section entitled “Risk Factors” beginning on page 26.

Q:	How will holders of Navios Containers Public Units receive the Merger Consideration?

Following the completion of the Merger, if you are a holder of record of Navios Containers Public Units at the effective time of the Merger, you will receive a letter of transmittal and instructions on how to obtain the Merger Consideration in exchange for your Navios Containers Public Units. You must return the completed letter of transmittal and surrender your Navios Containers Public Units as described in the instructions, and you will receive the Merger Consideration after the exchange agent receives your completed letter of transmittal and/or such other documents that may be required by the exchange agent. See the section entitled “The Merger—Conversion of Navios Containers Public Units.”

Q:	What will happen if the Merger is not completed?

A:	If the Merger is not completed for any reason, you will not receive any consideration for your Navios Containers Public Units, and Navios Containers will remain an independent company with its common units continuing to be traded on Nasdaq.

Q:	Who can help answer my additional questions about the Merger or voting procedures?

If a bank, broker or other nominee holds your Navios Containers Common Units, then you should also contact your bank, broker or other nominee for additional information.

SUMMARY

This summary highlights selected information in this proxy statement/prospectus and does not contain all the information that may be important to you. To fully understand the Merger Agreement and the transactions contemplated thereby, including the Merger, and for a more complete description of the terms of the Merger Agreement, you should read carefully this entire proxy statement/prospectus, including the attached annexes and the documents incorporated by reference into this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information.”

Parties to the Merger Agreement

Navios Maritime Partners L.P.

Navios Partners is an international owner and operator of dry cargo vessels, formed on August 7, 2007 under the laws of the Republic of the Marshall Islands by Navios Holdings, a global seaborne shipping and logistics company.

As of January 12, 2021, Navios Partners’ fleet consists of 24 Panamax vessels, 15 Capesize vessels, five Ultra-Handymax vessels and ten containerships, including two Panamax bareboat charter-in vessels that are expected to be delivered by the first half of 2021. Navios Partners generates revenues by charging its customers for the use of its vessels to transport their dry cargos. In general, the vessels in Navios Partners’ fleet are chartered-out under time charters, which range in length up to 12 years at inception. From time to time, Navios Partners operates vessels in the spot market until the vessels have been chartered under longer-term charters.

The principal executive offices of Navios Partners are located at c/o Navios Maritime Partners L.P., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, and its telephone number is (011) + (377) 9798-2140.

Navios Maritime Containers L.P.

Navios Containers is a publicly traded limited partnership, organized under the laws of The Republic of the Marshall Islands in April 2017 by Navios Holdings to take advantage of acquisition and chartering opportunities in the container shipping sector. Navios Containers generates its revenues by chartering its vessels to leading liner companies pursuant to fixed-rate time charters. Navios Containers is a growth-oriented international owner and operator of containerships.

As of January 12, 2021, Navios Containers owned a fleet of 29 vessels, totaling 142,821 TEU and with an average age of 12.5 years, which is below the current industry average of about 13.1 years as of January 2021, according to industry data. Navios Containers’ fleet includes three 3,450 TEU containerships, 22 containerships between 4,250 TEU and 4,730 TEU and four containerships between 8,200 TEU and 10,000 TEU. As of January 12, 2021, Navios Containers had contracts covering 71.6% of available days for the full year 2021 (excluding index-linked charters).

The principal executive offices of Navios Containers are located at c/o Navios Maritime Containers L.P., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, and its telephone number is (011) + (377) 9798-2140.

Navios Maritime Containers GP LLC

Navios Containers GP is a limited liability company organized under the laws of The Republic of the Marshall Islands formed in September 2018 to be the general partner of Navios Containers. Navios Containers GP holds a

non-economic interest in Navios Containers that does not provide its holder with any rights to profits or losses of, or distributions by, Navios Containers (the “Navios Containers General Partner Unit”).

The principal executive offices of Navios Containers GP are located at c/o Navios Shipmanagement Inc., Akti Miaouli 85, Piraeus, 185 38, Greece, and its telephone number is (011) + 30 210 417 2050.

NMM Merger Sub LLC

Merger Sub is a limited liability company organized under the laws of The Republic of the Marshall Islands and a wholly-owned subsidiary of Navios Partners. Merger Sub was formed on December 29, 2020, solely for the purpose of consummating the Merger and has no operating assets. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

The principal executive offices of Merger Sub are located at c/o Navios Maritime Partners L.P., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, and its telephone number is (011) + (377) 9798-2140.

Description of the Merger (page 43)

Navios Partners and Navios Containers agreed to combine businesses by merging Merger Sub, a wholly-owned subsidiary of Navios Partners, with and into Navios Containers, with Navios Containers being the surviving entity. If the Merger is successfully consummated, Navios Containers will become a wholly-owned subsidiary of Navios Partners. As a result of the Merger, each Navios Containers Public Unit will be converted into the right to receive 0.39 of a Navios Partners Common Unit.

The Special Meeting (page 38)

The Special Meeting of limited partners of Navios Containers will be held at the offices of Navios Maritime Containers L.P., located at 7 Avenue de Grande Bretagne, Office 11B2, Monaco, on March 24, 2021, at 10:00 a.m., local time, unless adjourned or postponed to a later time. At the Special Meeting, holders of Navios Containers Common Units will be asked to approve the Merger Agreement, including the transactions contemplated therein, and the adjournment proposal.

The approval of the Merger requires the affirmative vote of the holders of a majority of the outstanding Navios Containers Common Units, calculated in accordance with the limitations contained in the Navios Containers Partnership Agreement. In addition, a quorum at the Special Meeting requires the presence in person or by proxy of holders of a majority of the outstanding Navios Containers Common Units, calculated in accordance with the limitations contained in the Navios Containers Partnership Agreement. See the section entitled “The Special Meeting—Vote Required” for additional information.

As of the date of this proxy statement/prospectus, Navios Partners owned approximately 11.6 million, or 35.7%, of the outstanding Navios Containers Common Units, and Navios Holdings, which owns approximately 18.2% of the equity interests of Navios Partners, owned approximately 1.3 million, or 3.9%, of the outstanding Navios Containers Common Units. Directors and executive officers of Navios Containers and Navios Partners owned less than 1% of the outstanding Navios Containers Common Units. In addition, Navios Containers GP is owned and controlled by an entity affiliated with Navios Containers’ Chairman and Chief Executive Officer. Under the

Merger Agreement, Navios Partners has agreed to vote all Navios Containers Common Units owned by it in favor of the Merger Agreement and related matters. As of the date of this proxy statement/prospectus, Navios Partners and Navios Containers each expects that its respective directors and executive officers, as well as Navios Holdings, will vote any Navios Containers Common Units held by them “FOR” the approval of the Merger Agreement, and the adjournment proposal.

Recommendation of the Navios Containers Conflicts Committee and Navios Containers Board; Reasons for the Navios Containers Conflicts Committee’s Recommendation (page 48)

The Navios Containers Conflicts Committee considered the benefits of the Merger Agreement, the Merger and the related transactions as well as the associated risks and, by unanimous vote at a meeting held on December 30, 2020, in good faith (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of Navios Containers and the holders of Navios Containers Public Units, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the Navios Containers Board (A) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (B) submit the Merger Agreement to the limited partners of Navios Containers for approval, (C) recommend that the limited partners of Navios Containers approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement and (D) cause Navios Containers to enter into the Merger Agreement and consummate the Merger upon the terms and conditions set forth in the Merger Agreement, subject to obtaining the requisite approval of the limited partners of Navios Containers. In addition, in accordance with the Navios Containers Partnership Agreement, the Navios Containers Conflicts Committee granted Special Approval (as defined below) of the Merger Agreement and the transactions contemplated thereby, including the Merger.

For a discussion of the many factors considered by the Navios Containers Conflicts Committee in making its determination and approval, please read the sections entitled “The Merger—Recommendation of the Navios Containers Conflicts Committee” and “The Merger—Reasons for the Navios Containers Conflicts Committee’s Recommendation.”

Opinion of Financial Advisor to the Navios Containers Conflicts Committee (page 55)

On December 30, 2020, Pareto, financial advisor to the Navios Containers Conflicts Committee, delivered its oral opinion to the Navios Containers Conflicts Committee, which opinion was subsequently confirmed by delivery of a written opinion dated December 30, 2020, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications and limitations set forth in Pareto’s opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Navios Containers Public Units.

The full text of the written opinion of Pareto sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Pareto in rendering its opinion, and is attached hereto as Annex B. You are encouraged to read Pareto’s opinion carefully and in its entirety. For a description of the opinion that the Navios Containers Conflicts Committee received from Pareto see the section entitled “The Merger—Opinion of Financial Advisor to the Navios Containers Conflicts Committee” and Annex B.

Reasons for the Approval of the Navios Partners Board (page 61)

The Navios Partners Board considered the benefits of the Merger Agreement, the Merger and the related transactions as well as the associated risks and, at a meeting held on December 30, 2020, approved and declared advisable (i) the form, terms and provisions of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (ii) in connection with the Merger, the issuance of the Merger Consideration and the execution, delivery and performance by Navios Partners of the Merger Agreement.

For a discussion of the many factors considered by the Navios Partners Board in making its determination and approval, please read the section entitled “The Merger—Reasons for the Approval of the Navios Partners Board.”

Material U.S. Federal Income Tax Considerations of the Merger (page 73)

It is intended that, for U.S. federal income tax purposes, the Merger, together with the Optional Second Merger, should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that Section 367(a) of the Code should not cause Navios Partners to be treated as other than a corporation with respect to any transfer of property thereto in connection with the Merger (other than, in certain circumstances, a transfer by a holder of Navios Containers Common Units that is a United States person (as defined in Section 7701 of the Code) and that holds 5% or more by vote or by value (within the meaning of Treasury Regulations Section 1.367(a)-3(b)(1)(i)) of Navios Partners immediately following the Merger) (the “Intended Tax Treatment”). If the Merger so qualifies, U.S. Holders of Navios Containers Public Units generally should not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Navios Containers Public Units for Navios Partners Common Units. However, the completion of the Merger is not conditioned upon the receipt of an opinion of counsel to the effect that the Merger should qualify for the Intended Tax Treatment. In addition, neither Navios Containers nor Navios Partners intends to request a ruling from the United States Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Merger. Accordingly, no assurance can be given that the IRS will not challenge the Intended Tax Treatment or that a court would not sustain such a challenge.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your own tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Interests of Navios Containers’ Directors and Officers in the Merger (page 63)

Certain members of the Navios Containers Board and the Navios Containers executive officers have financial interests in the Merger that are in addition to, and/or different from, the interests of holders of Navios Containers Common Units, but only with respect to indemnification and insurance coverage. In particular, the Merger Agreement provides for director and officer indemnification arrangements for each of Navios Containers’ directors and officers and provides existing directors’ and officers’ liability insurance to the Navios Containers directors and officers that will continue for six years following completion of the Merger. With the exception of three directors and executive officers who collectively hold less than 1% of Navios Containers Common Units, none of the officers or directors of Navios Containers own any Navios Containers Common Units or any other securities of Navios Containers.

In addition, Navios Containers GP and certain members of the Navios Containers Board are affiliated with Navios Partners. Angeliki Frangou, who serves as Navios Containers’ Chief Executive Officer and as Chairman of the Navios Containers Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board, and is the indirect owner of the general partner each of Navios Containers and Navios Partners. Efstratios Desypris, a member of the Navios Containers Board, serves as Chief Financial Officer of Navios Partners.

The Navios Containers Conflicts Committee was aware of these additional and/or differing interests and potential conflicts and considered them, among other matters, in evaluating, negotiating and approving the Merger Agreement.

For additional information, please read the section entitled “The Merger—Interests of Navios Containers’ Directors and Officers in the Merger.”

Key Terms of the Merger Agreement (page 76)

The Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus. You are encouraged to read the Merger Agreement because it is the legal document that governs the Merger. For a summary of the material terms of the Merger Agreement, please read the section entitled “The Merger Agreement.”

Structure of the Merger

Under the terms of the Merger Agreement, Merger Sub will merge with and into Navios Containers and each Navios Containers Public Unit will be converted into the right to receive 0.39 of a Navios Partners Common Unit. In addition, the Navios Containers General Partner Unit will be automatically transferred to Navios Partners or a subsidiary of Navios Partners for consideration consisting of one Navios Partners Common Unit. As a result of the Merger, the separate existence of Merger Sub will cease and Navios Containers and its subsidiaries will become wholly-owned subsidiaries of Navios Partners. Following the Merger, (i) Navios Partners will hold all of the outstanding Navios Containers Common Units and (ii) Navios Partners or a subsidiary of Navios Partners will hold the Navios Containers General Partner Unit.

No fractional units shall be issued in the Merger. Each holder of Navios Containers Public Units who would otherwise have been entitled to receive a fractional unit of Navios Partners Common Units in the Merger (after taking into account all Navios Containers Public Units held by such holder immediately prior to the Effective Time (as defined below in the section entitled “Summary—Key Terms of the Merger Agreement—When the Merger Becomes Effective”)) of 0.5 or above shall receive in the Merger, in lieu of such fractional unit, a full Navios Partners Common Unit, and each holder of Navios Containers Public Units who would otherwise have been entitled to receive a fractional unit of Navios Partners Common Units (after taking into account all Navios Containers Public Units held by such holder immediately prior to the Effective Time) of less than 0.5 shall receive no consideration for such fractional unit, which shall be forfeited.

When the Merger Becomes Effective

Navios Partners and Navios Containers will cause a certificate of merger to be executed and filed with the Office of the Registrar of Corporations of The Republic of the Marshall Islands on the third business day after the day on which the last condition to completing the Merger is satisfied or waived, or at such other time as Navios Partners and Navios Containers may agree. The Merger will become effective at the time and on the date on which the certificate of merger is filed or at such later time and date on which the parties agree as specified in the certificate of merger. This time is referred to as the “Effective Time.”

Effect of the Merger

At the Effective Time:

•

Each Navios Containers Public Unit will be converted into the right to receive 0.39 of a Navios Partners Common Unit, and, at the Effective Time, each Navios Containers Public Unit will be cancelled and retired and will cease to exist;

•

The Navios Containers General Partner Unit will remain outstanding as a non-economic general partner interest in Navios Containers and will be automatically transferred to Navios Partners or a subsidiary of Navios Partners in exchange for consideration of one Navios Partners Common Unit;

•

The Navios Containers Common Units owned by Navios Containers or any of its subsidiaries immediately prior to the Effective Time will cease to be outstanding and will be cancelled and will cease to exist without consideration therefor;

•

The Navios Containers Common Units that are owned directly or indirectly by Navios Partners will re-main outstanding and shall be unaffected by the Merger; and

•

The limited liability company interest in Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into a number of common units of the surviving partnership equal to the number of Navios Containers Public Units.

For a description of the Navios Partners Common Units, and for a description of the comparative rights of holders of the Navios Partners Common Units and the Navios Containers Common Units, please read the sections entitled “Description of Navios Partners Common Units,” and “Comparison of Unitholder Rights.”

Conditions to the Merger

The obligation of the parties to the Merger Agreement to complete the Merger is subject to the satisfaction or waiver of certain conditions, including, among others:

•

the receipt of the Unitholders Approval;

•

this proxy statement/prospectus having been declared effective by the SEC and its continued effectiveness thereof;

•

the absence of any decree, order, injunction, law or impediment prohibiting the transactions contemplated by the Merger Agreement; and

•

the approval of the listing on the NYSE, subject to official notice of issuance, of the Navios Partners Common Units to be issued in the Merger.

The parties’ obligations are also separately subject to the satisfaction or waiver of the following conditions:

•

the representations and warranties of the other party relating to organization and existence, authorization to enter into the Merger Agreement and to complete the transactions contemplated thereby and capitalization shall be true and correct in all material respects as of the date on which the closing actually occurs (the “Closing Date”) as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date);

•

the representations and warranties of the other party relating to all other matters (other than organization and existence, authorization to enter into the Merger Agreement and to complete the transactions contemplated thereby, capitalization and “no adverse changes”) shall be true and correct (without regard to any materiality, material adverse effect and similar qualifiers therein) as of the closing of the Merger, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a material adverse effect;

•

the representation and warranty relating to “no adverse changes” shall be true and correct as of the Closing Date as if made on the date thereof; and

•

the other party shall have performed or complied with all agreements and covenants required to be performed by it under the Merger Agreement prior to the Closing Date that have materiality, material adverse effect or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it under the Merger Agreement prior to the Closing Date that are not so qualified.

No Solicitation; Change of Recommendation

As more fully described in this proxy statement/prospectus and as set forth in the Merger Agreement, Navios Containers will not, without the prior written consent of Navios Partners, subject to certain exceptions, (i) solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiring or any proposals that constitute or could reasonably be expected to lead to an Alternative Proposal (as defined below in the section entitled “The Merger—Covenants and Other Agreements”), (ii) grant any waiver or release of any standstill or similar agreement with respect to any units of Navios Containers or of any of its subsidiaries or (iii) effect any Adverse Recommendation Change (as defined below). For a more detailed discussion of Navios Partners and Navios Containers and the ability of their respective boards of directors to consider other proposals, please see “The Merger Agreement—Covenants and Other Agreements” on page 80.

Termination

Prior to the Effective Time, the Merger Agreement may be terminated:

•

by mutual written agreement of the parties thereto;

•

by either Navios Partners or Navios Containers, if:

•

the Merger is not consummated on or before August 31, 2021 (the “Outside Date”), as long as the party seeking to terminate has not otherwise prevented the Merger from occurring by failing to perform or observe in any material respect its obligations under the Merger Agreement;

•

a governmental entity has issued a final and non-appealable order, decree or ruling or has taken any other action that permanently restrains, enjoins or otherwise prohibits the Merger, so long as the party seeking termination has complied with certain of its obligations under the Merger Agreement; or

•

the Special Meeting has concluded, a vote has been taken with respect to the Unitholders Approval and the Unitholders Approval has not been obtained (the “Unitholder Vote Down”);

•

by Navios Containers:

•

if Navios Partners or Merger Sub breaches or fails to perform any of their respective representations, warranties, covenants or agreements in the Merger Agreement or if any of their respective representations or warranties become untrue, resulting in a condition to the Merger not being satisfied, and such breach or failure cannot be cured, or is not cured, prior to the Outside Date, provided that Navios Containers is not likewise in breach of the Merger Agreement; or

•

prior to the receipt of the Unitholders Approval, in order to enter into a definitive agreement for a Superior Proposal (as defined below in the section entitled “The Merger—Covenant and Other Agreements”), provided that Navios Containers simultaneously pays the Termination Fee (as defined below in the section entitled “The Merger—Covenants and Other Agreements”) to Navios Partners); or

•

by Navios Partners:

•

if Navios Containers breaches or fails to perform any of its representations, warranties, covenants or agreements in the Merger Agreement or if any of its representations or warranties become untrue, resulting in a condition to the Merger not being satisfied, and such breach or failure cannot be cured, or is not cured, prior to the Outside Date, provided that Navios Partners is not likewise in breach of the Merger Agreement; or

•

prior to the receipt of the Unitholders Approval, if an Adverse Recommendation Change (as defined below) shall have occurred.

Upon termination of the Merger Agreement, Navios Containers will be required to pay Navios Partners the Termination Fee under specified circumstances, including if the Merger Agreement is terminated by:

•

Navios Partners or Navios Containers:

•

if the Unitholder Vote Down has occurred, an Alternative Proposal was publicly proposed or announced, such Alternative Proposal was not withdrawn prior to the Special Meeting and Navios Containers enters into a definitive agreement to consummate, or consummates, an Alternative Proposal within 12 months of the termination date; or

•

if the Unitholder Vote Down and an Adverse Recommendation Change have occurred;

•

Navios Partners because an Adverse Recommendation Change has occurred; or

•

Navios Containers to accept and enter into an agreement with respect to a Superior Proposal.

In addition, upon termination of the Merger Agreement in connection with a material breach by Navios Partners or Navios Containers (as applicable), the other party will be entitled to reimbursement of its expenses not to exceed $1,000,000, and if the Special Meeting is held and the Unitholders Approval is not obtained, Navios Partners will be entitled to reimbursement of its expenses by Navios Containers in an amount not to exceed $1,000,000.

Other Information Related to the Merger

No Dissenters’ or Appraisal Rights

Holders of Navios Containers Common Units do not have dissenters’ or appraisal rights under applicable law or contractual dissenters’ or appraisal rights under the Merger Agreement.

Regulatory Matters (page 64)

In connection with the Merger, Navios Partners intends to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with the NYSE. Navios Partners and Navios Containers are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is applicable to the Merger.

Listing of Navios Partners Common Units to be Issued in the Merger (page 65)

Navios Partners expects to obtain approval to list the Navios Partners Common Units to be issued pursuant to the Merger Agreement on the NYSE, which approval is a condition to the closing of the Merger.

Accounting Treatment (page 64)

Navios Partners intends to account for the Merger “as a business combination achieved in stages,” which will result in the application of the “acquisition method,” as defined under Accounting Standards Codification 805, Business Combinations, as well as the re-calculation of its previously held equity interest in Navios Containers to its fair value at the date the controlling interest is acquired and the recognition of a gain/(loss) in earnings. Under the acquisition method, the consideration paid by Navios Partners in connection with the Merger will be allocated to Navios Containers’ net assets based on their respective fair values as of the date of the completion of the Merger. The excess of the total purchase consideration over the fair value of the identifiable net assets acquired will be allocated to goodwill or negative goodwill, as the case may be. This method may result in the carrying value of assets, including goodwill or negative goodwill, acquired from Navios Containers being substantially different from the former carrying values of those assets. The purchase price allocation is subject to refinement as Navios Partners completes the valuation of the assets acquired and liabilities assumed. The results

of operations of Navios Containers will be included in Navios Partners’ consolidated results of operations only for periods subsequent to the completion of the acquisition.

Comparison of Unitholder Rights (page 92)

The holders of Navios Containers Public Units will have different rights once they become holders of Navios Partners Common Units. For more information concerning these differences, please read the section entitled “Comparison of Unitholder Rights.”

Risk Factors (page 26)

The Merger and an investment in Navios Partners Common Units involve risks, some of which are related to the Merger. In considering the Merger and the Merger Agreement, you should carefully consider the information about these risks set forth under the section “Risk Factors,” together with the other information included or incorporated by reference in this proxy statement/prospectus.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA AND OTHER OF NAVIOS PARTNERS

The following tables set forth selected consolidated historical financial and other data of Navios Partners for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, as well as for the nine-month periods ended September 30, 2020 and 2019. You should read the notes to Navios Partners’ consolidated historical financial statements for a discussion of the basis on which Navios Partners’ consolidated historical financial statements are presented. The selected consolidated historical financial data as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, has been derived from Navios Partners’ audited consolidated financial statements and related notes included in Navios Partners’ Annual Report on Form 20-F for the fiscal year ended December 31, 2019, as filed with the SEC on April 1, 2020 which is incorporated by reference into this proxy statement/prospectus. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015 and for the years ended December 31, 2016 and 2015, has been derived from Navios Partners’ audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this proxy statement/prospectus by reference. The selected consolidated historical financial data as of September 30, 2020 and for the nine month periods ended September 30, 2020 and 2019 has been derived from Navios Partner’s unaudited consolidated financial statements included in Navios Partners’ Form 6-K, as filed with the SEC on November 18, 2020, which is incorporated by reference into this proxy statement/prospectus and has been prepared on the same basis as Navios Partners audited consolidated financial statements included in Navios Partners Annual Report on Form 20-F for the year ended December 31, 2019.

The information set forth below is only a summary. You should read the following information together with Navios Partners’ consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Navios Partners’ Annual Report on Form 20-F for the fiscal year ended December 31, 2019 and Navios Partners’ Form 6-K for the nine months ended September 30, 2020, which are incorporated by reference into this proxy statement/prospectus. Navios Partners’ annual and interim period results are not necessarily indicative of Navios Partners’ results in any future period. In the opinion of Navios Partners’ management, the selected consolidated historical financial data as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 set forth in the tables below reflect all normal recurring adjustments necessary for the fair statement of results of operations and financial positions for these periods. For more information, see the section entitled “Where You Can Find More Information.”

STATEMENT OF OPERATIONS DATA

(In thousands of U.S. dollars, except unit and per unit data)


(in thousands of U.S. dollars, except for unit and per unit data)	Unaudited for the nine months ended September 30,						Year ended December 31,
	2020			2019			2019			2018			2017			2016			2015
Statement of Operations Data
Time charter and voyage revenues	$	157,538		$	158,111		$	219,379		$	231,361		$	211,652		$	190,524		$	223,676
Time charter and voyage expenses		(8,647	)		(8,721	)		(12,331	)		(10,024	)		(4,158	)		(5,673	)		(7,199	)
Direct vessel expenses		(7,670	)		(4,823	)		(6,985	)		(6,180	)		(7,172	)		(6,381	)		(4,043	)
Vessel operating expenses (management fees entirely through related parties transactions)		(68,424	)		(49,801	)		(68,188	)		(68,871	)		(67,310	)		(59,209	)		(56,504	)
General and administrative expenses		(15,844	)		(14,425	)		(20,984	)		(18,458	)		(17,163	)		(12,351	)		(7,931	)
Depreciation and amortization		(41,453	)		(39,903	)		(53,255	)		(58,334	)		(72,760	)		(92,370	)		(75,933	)
Vessels impairment loss		(8,580	)		(7,345	)		(36,680	)		(44,344	)		(32,677	)		(27,201	)		—

(in thousands of U.S. dollars, except for unit
and per unit data)

Unaudited for the
nine months ended
September 30,

Year ended December 31,

2020

2019

2018

2017

2016

2015

Impairment of receivable in affiliated company

(6,900

)

—

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form 6-K filed