Report of Foreign Issuer (6-k)
June 14 2017 - 8:52AM
Edgar (US Regulatory)
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 Companys 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
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1.1
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Amendment to Sales Agreement, dated June 2, 2017
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5.1
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Opinion of Reeder & Simpson P.C., dated June 14, 2017
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23.1
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Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 above)
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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.
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NAVIOS MARITIME PARTNERS L.P.
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By:
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/
S
/ A
NGELIKI
F
RANGOU
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Angeliki Frangou
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Chief Executive Officer
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Date: June 14, 2017
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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1.1
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Amendment to Sales Agreement, dated June 2, 2017
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5.1
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Opinion of Reeder & Simpson P.C., dated June 14, 2017
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23.1
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Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 above)
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