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
Dated: June 14, 2017
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS 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 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 ☒
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b):
N/A
On June 2, 2017, Navios Maritime Partners L.P. (“ Navios ”) entered into an amendment (the “ Amendment ”) to an existing
Continuous Offering Program Sales Agreement (as amended, the “ Sales Agreement ”) with S. Goldman Capital LLC, as sales agent (the “ Agent ”), dated November 18, 2016, to substitute the registration statement from which common units representing limited partner interests may be offered and sold under the Sales Agreement. The Amendment replaces the original registration statement specified in the Sales Agreement with the Company’s shelf registration statement on Form F-3 (File No. 333-215529), which was filed with the U.S. Securities and Exchange Commission (the “ SEC ”) and declared effective on May 5, 2017 (the “ Registration Statement ”). The Registration Statement, including the base prospectus contained therein, was supplemented by a prospectus supplement relating to the Continuous Offering Program, filed with the SEC on June 2, 2017.
As of the date of the Amendment, the Company may issue and sell from time to time through the Agent common units representing limited partner interests having an aggregate offering price of up to $22,243,642 under the Sales Agreement. The Sales Agreement contains, among other things, customary representations, warranties and covenants by Navios and indemnification obligations of Navios and the Agent as well as certain termination rights for both Navios and the Agent.
This Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. The information contained in this report is hereby incorporated by reference into the Registration Statement on Form F-3, File No. 333-215529.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 1.1 | Amendment to Sales Agreement, dated June 2, 2017 | |
| 5.1 | Opinion of Reeder & Simpson P.C., dated June 14, 2017 | |
| 23.1 | Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 above) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVIOS MARITIME PARTNERS L.P. | ||
| By: |
/ S / A NGELIKI F RANGOU |
|
| Angeliki Frangou | ||
| Chief Executive Officer | ||
| Date: June 14, 2017 | ||
EXHIBIT INDEX
|
Exhibit No. |
Exhibit |
|
| 1.1 | Amendment to Sales Agreement, dated June 2, 2017 | |
| 5.1 | Opinion of Reeder & Simpson P.C., dated June 14, 2017 | |
| 23.1 | Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 above) | |
Exhibit 1.1
NAVIOS MARITIME PARTNERS L.P.
Common Units representing limited partner interests
AMENDMENT NO. 1 TO
CONTINUOUS OFFERING PROGRAM SALES AGREEMENT
June 2, 2017
S. Goldman Capital LLC
825 Third Avenue, 34th Floor
New York, New York 10022
Ladies and Gentlemen:
This Amendment No. 1 to Continuous Offering Program Sales Agreement, dated as of the date first set forth above (this “ Amendment ”) amends that certain Continuous Offering Program Sales Agreement, dated as of November 18, 2016 (the “ Agreement ”), by and among S. Goldman Capital LLC (“ S. Goldman ”) and Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “ Partnership ”), Navios GP L.L.C., a Marshall Islands limited liability company (the “ General Partner ”), and Navios Maritime Operating L.L.C., a Marshall Islands limited liability company (the “ Operating Company ” and, collectively with the Partnership and the General Partner, the “ Partnership Parties ”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement.
BACKGROUND
A. On November 18, 2016, the Partnership and S. Goldman entered into the Agreement, which provided for the issuance and sale from time to time of up to $25,000,000 of Common Units under the Partnership’s registration statement on Form F-3 (Registration No. 333-192176) (the “ Old Registration Statement ”).
B. The Old Registration Statement expired on the third anniversary of the effective date, which was January 15, 2014.
C. The parties now wish to amend the Agreement in order to allow the continued offer and sale of up to $22,243,642 of Common Units under a separate registration statement on Form F-3 (Registration No. 333-215529) (the “ New Registration Statement ”).
AGREEMENT
In consideration of the foregoing, the parties hereby agree as follows:
1. Filing of New Registration Statement . The term “Registration Statement” in the Agreement shall be deemed to mean, prior to June 2, 2017, the Old Registration Statement and from and after the date of this Amendment, the New Registration Statement. Sales under the New Registration Statement may commence at any time after the filing of a prospectus supplement pursuant to Rule 424(b) under the Securities Act, which shall contain substantially the same plan of distribution as contained in the prospectus supplement filed with respect to the Old Registration Statement (the “ New Prospectus Supplement ”). References in the Agreement, as amended, to the “Prospectus” shall, with respect to sales made under the New Registration Statement, refer to the New Prospectus Supplement and the base prospectus dated May 5, 2017 and related to the New Registration Statement.
2. Representations and Warranties . The Company hereby represents and warrants that the representations and warranties of each of the Partnership Parties, as set forth in Section 1 of the Agreement, are true and correct as of the date of this Amendment.
3. Miscellaneous . All other terms of the Agreement shall remain in full force and effect including, without limitation, all indemnification and contribution terms set forth therein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
If the foregoing correctly sets forth the understanding between the Partnership Parties and S. Goldman, please so indicate in the space provided below for that purpose, whereupon this Amendment shall constitute a binding agreement among the Partnership Parties and S. Goldman.
| Very truly yours, | ||
| NAVIOS MARITIME PARTNERS L.P. | ||
| By: |
/s/ E FSTRATIOS D ESYPRIS |
|
| Name: | Efstratios Desypris | |
| Title: | Chief Financial Officer | |
|
NAVIOS GP L.L.C.
By: Navios Maritime Holdings Inc., its sole member |
||
| By: |
/s/ V ASILIKI P APAEFTHYMIOU |
|
| Name: | Vasiliki Papaefthymiou | |
| Title: | Secretary | |
|
NAVIOS MARITIME OPERATING L.L.C.
By: Navios Maritime Partners L.P., its sole member
By: Navios GP L.L.C., its general partner |
||
| By: |
/ S / V ASILIKI P APAEFTHYMIOU |
|
| Name: | Vasiliki Papaefthymiou | |
| Title: | Secretary | |
[Signature Page to Amendment No. 1 to Continuous Offering Program Sales Agreement]
| ACCEPTED as of the date first-above written: | ||
| S. GOLDMAN CAPITAL LLC | ||
| By: |
/s/ S HELDON M. G OLDMAN |
|
| Name: | Sheldon M. Goldman | |
| Title: | Senior Managing Director | |
[Signature Page to Amendment No. 1 to Continuous Offering Program Sales Agreement]
Exhibit 5.1
REEDER & SIMPSON P.C.
Attorneys-at-Law
|
RRE Commercial Center P.O. Box 601 Majuro, MH 96960, Marshall Islands Telephone: +692 625 3602 Fax: +692 625 3603 E-mail: dreeder@ntamar.net |
Raymond E. Simpson 53-55 Akti Miaouli, 6th floor 185 36 Piraeus, Greece Telephone: +30 210 429 3323 Fax: +30 210 429 3309 E-mail: r.simpson@simpson.gr Mobile phone: +357 9775 0455 |
June 14, 2017
Navios Maritime Partners L.P.
Attention: Angeliki Frangou
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
| Re: | Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “ Partnership ”) |
Ladies and Gentlemen:
We are licensed to practice law in the Republic of the Marshall Islands (the “ RMI ”) and are members in good standing of the Bar of the RMI. We are acting as legal counsel in the RMI to the Partnership in connection with (i) the Partnership’s public offering from time to time of up to $22,243,642 of its common units representing limited partnership interests (the “ Securities ”), (ii) the Continuous Offering Program Sales Agreement dated November 18, 2016, as amended June 2, 2017 (as amended, the “ Sales Agreement ”), between the Partnership, Navios GP L.L.C., a Marshall Islands limited liability company, Navios Maritime Operating L.L.C., a Marshall Islands limited liability company, and S. Goldman Advisors LLC (the “ Agent ”) and (iii) the registration statement (File No. 333-215529), including the prospectus of the Partnership, dated May 5, 2017, as supplemented by a prospectus supplement, dated June 2, 2017 (collectively, the “ Prospectus ”), with respect to the offering of the Securities (as amended, the “ Registration Statement ”).
This opinion has been prepared for use in connection with the filing by the Partnership of a Current Report on Form 6-K, to be filed on or about the date hereof, which will be incorporated by reference into the Registration Statement and Prospectus.
In connection with this opinion, we have examined such documents as may be required to issue this opinion, including the Partnership’s operational documentation and certain resolutions adopted by the Partnership’s Board of Directors relating to the offering of the Securities and such other documents or records of the proceedings of the Partnership as we have deemed relevant, and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the Securities are duly authorized and, when issued and delivered to and paid for by the Agent in accordance with the terms of the Sales Agreement, will be validly issued, fully paid and non-assessable.
Our opinion is limited to the Limited Partnership laws of the Republic of the Marshall Islands, and we express no opinion with respect to the laws of any other jurisdiction. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the laws of the Republic of the Marshall Islands.
We have relied as to certain matters on information obtained from public officials, officers of the Partnership, and other sources believed by us to be responsible.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the above described Current Report on Form 6-K and its incorporation by reference into the Registration Statement, and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
| Very truly yours, | ||
| Reeder & Simpson P.C. | ||
| By: |
/s/ Raymond E. Simpson |
|