April 17, 2018
Angeliki Frangou
Chief Executive Officer
Navios Maritime Containers Inc.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re: Navios Maritime Containers Inc.
Draft Registration Statement on Form F-1
Submitted March 9, 2018
CIK No. 0001707210
Dear Ms. Frangou:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1 submitted on March 9, 2018
General
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Angeliki Frangou
FirstName LastNameAngeliki Frangou
Navios Maritime Containers Inc.
Comapany NameNavios Maritime Containers Inc.
April 17, 2018
June 16, 2017 Page 2
Page 2
FirstName LastName
2. Please provide us mockups of any pages that include any additional
pictures or graphics to
be presented, including any accompanying captions. Please keep in
mind, in scheduling
your printing and distribution of the preliminary prospectus, that we
may have comments
after our review of these materials.
Cover Page
3. Please disclose on the cover page a bona fide price range of the
offered securities. If you
intend to price the securities based on a Norwegian OTC List price,
you may disclose a
percentage range based on that price (for example, 10% of the
Norwegian OTC List price)
within which you intend to price the securities. Refer to Item
501(b)(3) of Regulation S-
K.
Prospectus Summary
Our Relationship with the Navios Group, page 2
4. Please revise this section to briefly discuss and quantify all fees
(management,
administrative, etc.) that have been and will be paid to Navios Group
entities to include
those paid for the reported financial periods. Please also disclose
that certain Navios
Group entities are entitled to incentive distribution rights after the
annual target
distribution has been achieved.
Risk Factors, page 22
5. We note that you paid $16.5 million in management fees for the period
ending December
31, 2017 in comparison to $39.2 million of revenue for the same
period. Please revise to
include a risk factor to discuss this related party expense and the
impact such continuing
fees could have on the company's future business and operations.
Use of Proceeds, page 64
6. We note your disclosure in the first paragraph that you "intend to use
the net proceeds of
the offering for general corporate and working capital purposes."
Please revise to more
specifically identify and quantify the principal intended uses of the
net proceeds or discuss
the principal reasons for the offering. Refer to Item 3.C.1 of Form
20-F.
Capitalization, page 65
7. Please remove cash and cash equivalents from your capitalization
table, as cash and cash
equivalents are not a component of capitalization. Refer to Item 3.B
of Form 20-F.
Critical Accounting Policies
Impairment of Long Lived Assets, page 89
8. In your disclosure on page 90 regarding the value of your vessels, you
state that the
estimated fair value of your vessels exceeds the carrying value of
those same vessels by an
Angeliki Frangou
Navios Maritime Containers Inc.
April 17, 2018
Page 3
aggregate of approximately $81.2 million. Please revise your
disclosure to indicate the
vessels, if any, in which the carrying value exceeded the estimated
fair value at December
31, 2017, and the aggregate amount of the difference.
Management, page 116
9. We note that the general partner will be entitled to appoint three
directors. Please clearly
identify these directors in the Directors and Senior Management
section on page 118.
Executive Compensation, page 120
10. Please advise, with a view towards revised disclosure, whether you
have disclosed or are
required to disclose in the Marshall Islands or elsewhere the
compensation of your
executive officers and directors on an individual basis for your most
recently completed
fiscal year. To the extent applicable, please also revise the
Compensation of Directors
section on page 120.
Signatures, page II-5
11. Please revise the second half of your signature page to annotate that
the registration
statement will be signed by your controller or principal accounting
officer. To the extent
the listed signatories are also signing in the aforementioned
capacities, please revise to
clarify. Refer to the Instructions for Signatures on Form F-1.
You may contact Kristin Shifflett at (202) 551-3381 or Claire Erlanger
at (202) 551-
3301 if you have questions regarding comments on the financial statements and
related
matters. Please contact Donald E. Field at (202) 551-3680 or John Dana Brown at
(202) 551-
3859 with any other questions.
FirstName LastNameAngeliki Frangou
Comapany NameNavios Maritime Containers Inc.
Division of
Corporation Finance
June 16, 2017 Page 3 Office of
Transportation and Leisure
FirstName LastName