UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated: February 21, 2018
Commission FileNo. 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 Form20-F or Form40-F:
Form 20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted byRegulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted byRegulation 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 toRule 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 withRule 12g3-2(b):
N/A
On February 13, 2018, Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Partnership”) entered into a Placement Agency Agreement (the “Placement Agency Agreement”) between Navios GP, L.L.C., a Marshall Islands limited liability company and the general partner of the Partnership, Navios Maritime Operating L.L.C., a Marshall Islands limited liability company and subsidiary of the Partnership, and Fearnley Securities, Inc., on behalf of itself, S. Goldman Advisors LLC, and Fearnley Securities AS (collectively, the “Agents”), pursuant to which the Agents agreed to serve as placement agents in connection with a registered direct offering (the “Offering”) of 18,422,000 of the Partnership’s common units representing limited partnership interests (the “Common Units”) for $1.90 per Common Unit. Net proceeds to the Partnership after deducting the Agents’ fees and offering expenses were approximately $33.3 million. In connection with the Offering, the Partnership entered into subscription agreements (“Subscription Agreements”) with each of the investors purchasing Common Units in the Offering.
The Offering was made pursuant to the Partnership’s shelf registration statement, filed on FormF-3 (File No.333-215529) with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on May 5, 2017, a Preliminary Prospectus Supplement, dated February 13, 2018, filed with the SEC on February 13, 2018, and a Prospectus Supplement, dated February 13, 2018, filed with the SEC on February 14, 2018.
The foregoing description of the Placement Agency Agreement and the Subscription Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. A copy of the Placement Agency Agreement and a form of Subscription Agreement are filed herewith as Exhibit 1.1 and Exhibit 99.1, respectively, and are incorporated herein by reference.
The Partnership issued a press release announcing the closing of the Offering on February 21, 2018. A copy of the closing press release is attached as Exhibit 99.2, and is incorporated herein by reference.
Also attached to this report as Exhibit 5.1 is the opinion of Reeder & Simpson P.C., Marshall Islands counsel to the Partnership, relating to the issuance of the Common Units.
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit No. | | Exhibit |
| |
| 1.1 | | Placement Agency Agreement, dated February 13, 2018 |
| |
| 5.1 | | Opinion of Reeder & Simpson P.C., dated February 21, 2018 |
| |
| 23.1 | | Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 above) |
| |
| 99.1 | | Form of Subscription Agreement |
| |
| 99.2 | | Press Release, dated February 21, 2018 |
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/ ANGELIKI FRANGOU |
| | Angeliki Frangou |
| | Chief Executive Officer |
| | Date: February 21, 2018 |
EXHIBIT INDEX
| | |
Exhibit No. | | Exhibit |
| |
| 1.1 | | Placement Agency Agreement, dated February 13, 2018 |
| |
| 5.1 | | Opinion of Reeder & Simpson P.C., dated February 21, 2018 |
| |
| 23.1 | | Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 above) |
| |
| 99.1 | | Form of Subscription Agreement |
| |
| 99.2 | | Press Release, dated February 21, 2018 |
