UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM20-F/A
Amendment No. 1
(Mark One)
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number001-33811
Navios Maritime Partners L.P.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
Republic of Marshall Islands
(Jurisdiction of incorporation or organization)
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Todd E. Mason
Thompson Hine LLP
335 Madison Ave.
New York, NY 10017
todd.mason@thompsonhine.com
(212) 908-3946
(Name, Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Name of each exchange on which registered | |
Common Units | New York Stock Exchange LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 169,054,258 Common Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such reporting requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☐ Accelerated Filer ☒ Non-Accelerated Filer ☐ Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☐ No ☒
EXPLANATORY NOTE
Navios Maritime Partners L.P. (“Navios Partners,” the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 onForm 20-F/A (“Amendment”) to its Annual Report onForm 20-F for the year ended December 31, 2018 (the “Original Report”), as filed with the Securities and Exchange Commission on April 4, 2019 (the “Original Filing Date”).
The only changes to the Original Report are in Item 19 “Exhibits.” In Item 19 we have updated Exhibit 15.3 to include an accompanying auditors’ report or related footnotes.
This Amendment consists of a cover page, this explanatory note, a list of exhibits (Item 19 of Part III), a signature page, Exhibit 15.3, currently-dated certifications by our principal executive officer and our principal financial officer, and consent of Ernst & Young (Hellas), the independent registered public accounting firm of Navios Maritime Containers L.P.
This Amendment speaks as of the Original Filing Date, except for the certifications referenced above. Other than as expressly set forth above, no part of theForm 20-F is being amended. Accordingly, other than as discussed above, this Amendment does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Report or reflect any events that have occurred after the Original Filing Date.
(1) Previously filed as an exhibit to the Company’s Registration Statement on FormF-1, as amended (FileNo. 333-146972) as filed with the SEC and hereby incorporated by reference to the Annual Report. |
(2) Previously filed as an exhibit to a Report on Form6-K filed on November 26, 2007 and hereby incorporated by reference. |
(3) Previously filed as an exhibit to a Report on Form6-K filed on July 2, 2008 and hereby incorporated by reference. |
(4) Previously filed as an exhibit to a Report on Form6-K filed on July 10, 2008 and hereby incorporated by reference. |
(5) Previously filed as an exhibit to a Report on Form6-K filed on February 25, 2009 and hereby incorporated by reference. |
(6) Previously filed as an exhibit to a Report on Form6-K filed on July 14, 2009 and hereby incorporated by reference. |
(7) Previously filed as an exhibit to a Report on Form6-K filed on October 30, 2009 and hereby incorporated by reference. |
(8) Previously filed as an exhibit to a Report on Form6-K filed on January 26, 2010 and hereby incorporated by reference. |
(9) Previously filed as an exhibit to a Report on Form6-K filed on April 8, 2010 and hereby incorporated by reference. |
(10) Previously filed as an exhibit to a Report on Form6-K filed on June 11, 2010 and hereby incorporated by reference. |
(11) Previously filed as an exhibit to a Report on Form6-K filed on March 1, 2011 and hereby incorporated by reference. |
(12) Previously filed as an exhibit to a Report on Form6-K filed on June 8, 2011 and hereby incorporated by reference. |
(13) Previously filed as an exhibit to a Report on Form6-K filed on October 5, 2011 and hereby incorporated by reference. |
(14) Previously filed as an exhibit to a Report on Form6-K filed on October 24, 2011 and hereby incorporated by reference. |
(15) Previously filed as an exhibit to a Report on Form6-K filed on April 9, 2012 and hereby incorporated by reference. |
(16) Previously filed as an exhibit to a Report on Form6-K filed on September 5, 2012 and hereby incorporated by reference. |
(17) Previously filed as an exhibit to a Report on Form6-K filed on January 31, 2013 and hereby incorporated by reference. |
(18) Previously filed as an exhibit to a Report on Form6-K filed on May 2, 2013 and hereby incorporated by reference. |
(19) Previously filed as an exhibit to a Report on Form6-K filed on July 11, 2013 and hereby incorporated by reference. |
(20) Previously filed as an exhibit to a Report on Form6-K filed on November 7, 2013 and hereby incorporated by reference. |
(21) Previously filed as an exhibit to the Company’s Annual Report on Form20-F for the year ended December 31, 2012 filed on March 15, 2013 and hereby incorporated by reference. |
(22) Previously filed as an exhibit to a Report on Form6-K filed on July 31, 2014 and hereby incorporated by reference. |
(23) Previously filed as an exhibit to a Report on Form6-K filed on September 30, 2014 and hereby incorporated by reference. |
(24) Previously filed as an exhibit to a Report on Form6-K filed on October 30, 2014 and hereby incorporated by reference. |
(25) Previously filed as an exhibit to a Report on Form6-K filed on February 12, 2015 and hereby incorporated by reference. |
(26) Previously filed as an exhibit to a Report on Form6-K filed on February 17, 2015 and hereby incorporated by reference. |
(27) Previously filed as an exhibit to a Report on FormF-1/A for Navios Maritime Midstream Partners L.P. filed on October 22, 2014 and hereby incorporated by reference. |
(28) Previously filed as an exhibit to the Company’s Annual Report on Form20-F for the year ended December 31, 2014 filed on March 13, 2015 and hereby incorporated by reference. |
(29) Previously filed as an exhibit to a Report on Form6-K filed on May 5, 2015 and hereby incorporated by reference. |
(30) Previously filed as an exhibit to a Report on Form6-K filed on August 3, 2015 and hereby incorporated by reference. |
(31) Previously filed as an exhibit to a Report on Form6-K filed on November 12, 2015 and hereby incorporated by reference. |
(32) Previously filed as an exhibit to the Company’s Annual Report on Form20-F for the year ended December 31, 2015 filed on March 23, 2016 and hereby incorporated by reference. |
(33) Previously filed as an exhibit to a Report on Form6-K filed on May 12, 2016 and hereby incorporated by reference. |
(34) Previously filed as an exhibit to a Report on Form6-K filed on August 12, 2016 and hereby incorporated by reference. |
(35) Previously filed as an exhibit to a Report on Form6-K filed on November 14, 2016 and hereby incorporated by reference. |
(36) Previously filed as an exhibit to a Report on Form6-K filed on November 23, 2016 and hereby incorporated by reference. |
(37) Previously filed as an exhibit to a Registration Statement on FormF-3 filed on January 12, 2017 and hereby incorporated by reference. |
(38) Previously filed as an exhibit to a Report on Form6-K filed on May 25, 2017 and hereby incorporated by reference. |
(39) Previously filed as an exhibit to a Report on Form6-K filed on June 14, 2017 and hereby incorporated by reference. |
(40) Previously filed as an exhibit to a Report on Form6-K filed on August 1, 2017 and hereby incorporated by reference. |
(41) Previously filed as an exhibit to a Report on Form6-K filed on February 5, 2018 and hereby incorporated by reference. |
(42) Previously filed as an exhibit to a Report on Form6-K filed on May 21, 2018 and hereby incorporated by reference. |
(43) Previously filed as an exhibit to a the Company’s Annual Report on Form 20-F for the year ended December 31, 2017 filed on April 4, 2018 and hereby incorporated by reference. |
* | Filed with the Original Report. |
** | Filed herewith. |
Navios Maritime Partners L.P. hereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on Form 20-F/A to this Annual Report on its behalf.
Navios Maritime Partners L.P. |
/s/ Angeliki Frangou |
By: Angeliki Frangou |
Its: Chairman and Chief Executive Officer |
Date: August 19, 2019