SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 19, 2019
Commission File Number: 001-38651
Navios Maritime Containers 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 of 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 ☒
This Amendment No. 1 on Form 6-K/A (this Amendment) to our Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on September 11, 2019 (the Original Form 6-K) is being filed to correct the description of the fees in the Fourth Amendment (defined below) described in subsections (a) through (d) below for the period through December 31, 2019 and the two-year period commencing January 1, 2020 and to replace Exhibit 4.1 with an amended copy containing the correction. This Amendment does not otherwise update, modify or amend the Original Form 6-K or Exhibit 4.2.
On August 28, 2019, Navios Maritime Containers L.P. (Navios Containers) entered into a fourth amendment (the Fourth Amendment) to the Management Agreement (as amended, the Management Agreement) with Navios ShipManagement Inc. The Fourth Amendment, among other changes, extends the duration of the Management Agreement until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party, and provides for payment of a termination fee by Navios Containers in the event the Management Agreement is terminated on or before December 31, 2024. The Fourth Amendment also sets forth the management fees for the period through December 31, 2019 and the two-year period commencing January 1, 2020 (management fees exclude dry-docking expenses, which are reimbursed at cost by Navios Containers): (a) $6,100 and $6,215, respectively, daily rate per Container vessel of 3,000 TEU up to 4,999 TEU; (b) $7,400 and $7,780, respectively, daily rate per Container vessel of 8,000 TEU up to 9,999 TEU; (c) $7,400 and $8,270, respectively, daily rate per Container vessel of 10,000 TEU up to 11,999 TEU; and (d) commencing January 1, 2020, $50 per vessel daily rate for technical and commercial management services. Commencing January 1, 2022, the fees described in subsections (a) through (c) are subject to an annual increase of 3%, unless otherwise agreed. The Fourth Amendment is attached as Exhibit 4.1 to this report on Form 6-K (this Report) and is incorporated herein by reference.
The above management fees for the 2-year period commencing January 1, 2020, represent a weighted average increase of 3% compared to the management fees of the period up to December 31, 2019, based on Navios Containers current fleet mix.
On August 28, 2019, Navios Containers also entered into a first amendment (the First Amendment) to the Administrative Services Agreement (as amended, the Administrative Services Agreement) with Navios ShipManagement Inc. to extend the duration of the Administrative Services Agreement until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party. The First Amendment also provides for payment of a termination fee by Navios Containers in the event the Administrative Services Agreement is terminated on or before December 31, 2024. The First Amendment is attached as Exhibit 4.2 to this Report and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
NAVIOS MARITIME CONTAINERS L.P.
Date: September 19, 2019
/s/ Angeliki Frangou
Chairman and Chief Executive Officer
|4.1||Amendment No. 4 to the Management Agreement, dated as of August 28, 2019|
|4.2*||Amendment No. 1 to the Administrative Services Agreement, dated as of August 28, 2019|
* Previously included in the Original Form 6-K filed on September 11, 2019.
AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENT
This AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENT (the Amendment), dated as of August 28, 2019, is made by and between Navios Maritime Containers L.P, a partnership duly formed and existing under the laws of the Marshall Islands (NMCI) and Navios ShipManagement Inc., a Marshall Islands corporation (NSM, and together with NMCI, the Parties) and amends the Management Agreement (the Management Agreement) entered into among the Parties on June 7, 2017 (together, with the Management Agreement, the Agreement). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
W I T N E S S E T H:
WHEREAS, the Parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
In Section 1, Definitions, add the following definition:
Termination Fee means the Fixed Daily Fees and the Management Fees for the full calendar year preceding the termination date.
Section 9, paragraph 1 is hereby amended and substituted in its entirety:
Section 9. Term and Termination. With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue until January 1, 2025 and shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if:
At the end of the second last paragraph of Section 9, the following paragraph shall be inserted:
If the Agreement is terminated on or before December 31, 2024, the Termination Fee is immediately due and payable to NSM.
Schedule B, paragraph 1, is hereby amended and substituted in its entirety:
In consideration for the provision of the Services listed in Schedule A by NSM to NMCI, NMCI shall, during the term of this Agreement, pay NSM:
Until December 31, 2019, a fixed daily fee of US$6,100 per day for container vessels of 3,000 TEU up to 4,999 TEU, US$7,400 per day for container vessels of 8,000 TEU and up to 9,999 TEU, and US$7,400 per day for container vessels of 10,000 TEU and up to 11,999 TEU, payable on the last day of each month.
Commencing January 1, 2020, a fixed daily fee of US$6,215 per day for container vessels of 3,000 TEU up to 4,999 TEU, US$7,780 per day for container vessels of 8,000 TEU and up to 9,999 TEU and US$8,270 per day for container vessels of 10,000 TEU and up to 11,999 TEU, payable on the last day of each month for two years (months one to twenty-four), (the Fixed Daily Fee); unless the parties agree otherwise, for each 12 month period after such two years, a 3% increase of the Fixed Daily Fee per Owned Vessel. In addition, NMCI shall pay to NSM dry-docking expenses at cost for each Vessel (together with the Fixed Daily Fees described in the preceding sentence and any applicable value added, sales or services taxes, the Fees).
a technical and commercial management daily fee of $50 per Vessel (the Management Fee)
Full Force and Effect. Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect.
Effect. Unless the context otherwise requires, the Agreement, as amended, and this Amendment shall be read together and shall have effect as if the provisions of the Agreement, as amended, and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Agreement to this Agreement, hereto, hereof, hereunder or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment.
Counterparts. This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.
[Remainder of page intentionally left blank. Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
NAVIOS MARITIME CONTAINERS L.P.
/s/ Erifili Tsironi
By: Erifili Tsironi
Title: Chief Financial Officer
NAVIOS SHIPMANAGEMENT INC.
/s/ Vasiliki Papaefthymiou
By: Vasiliki Papaefthymiou