United States securities and exchange commission logo
January 29, 2021
Angeliki Frangou
Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re: Navios Maritime
Partners L.P.
Registration
Statement on Form F-4
Filed January 15,
2021
File No. 333-252139
Dear Mr. Frangou:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed November 15, 2021
Questions and Answers About the Merger and the Special Meeting
What are the material U.S. federal income tax consequences of the Merger
to holders of Navios
Containers Public Units? , page 6
1. Please file an opinion
as to the material tax consequences of the Merger. See Item
601(b)(8) of Regulation
S-K. For guidance, refer to Section III of Staff Legal Bulletin No.
19.
Opinion of Financial Advisor to the Navios Containers Conflicts
Committee, page 55
2. We note your disclosure
that Pareto Securities SA delivered its opinion to the Navios
Containers Conflicts
Committee to the effect that the Exchange Ratio was fair, from a
financial point of
view, to the holders of the Navios Containers Public Units. For each
Angeliki Frangou
Navios Maritime Partners L.P.
January 29, 2021
Page 2
valuation analysis performed by Pareto to render the fairness opinion,
please disclose the
valuation or valuation range yielded as a result of such analysis.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 or
Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
FirstName LastNameAngeliki Frangou
Division of
Corporation Finance
Comapany NameNavios Maritime Partners L.P.
Office of Energy &
Transportation
January 29, 2021 Page 2
cc: Philip Richter
FirstName LastName