SEC Company Response from Navios Maritime Partners L.P. (NMM) (CIK 0001415921) (NMM) — Jul 21, 2010
Navios Maritime Partners L.P. (NMM) (CIK 0001415921)
Date: July 21, 2010 · CIK: 0001415921 · Accession: 0000950123-10-066821
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33811, 333-129382
Referenced dates: August 22, 2008, July 12, 2010, June 6, 2006
Letter
Via EDGAR and FedEx Division of Corporation Finance Securities and Exchange Commission Navios Maritime Partners L.P. Form 20-F for the year ended December 31, 2009 Filed February 23, 2010 File No. 001-33811
Dear Ms. Cvrkel:
On behalf of Navios Maritime Partners L.P. (the “Company”), we respond as follows to the Staff’s legal comments dated July 12, 2010 relating to the above-captioned Form 20-F. Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided our response to such comment immediately thereafter.
Financial Statements, page F-1
Consolidated Statements of Income, page F-4
Notes to the Consolidated Financial Statements, page F-7
Note 19 – Cash Distributions and Earnings per Unit, page F-29
1. We note the company’s calculations of earnings per unit for each of the common units, general partner units, and the subordinated units. As the computations are based on net income per the consolidated statements of income, we are unclear as to how the provisions of ASC 260-10-55-107 have been implemented. This guidance requires that net earnings be reduced by the amount of available cash to be distributed to each of the unit holders in arriving at earnings per unit so that the company presents EPU for distributed earnings and undistributed earnings. Please revise future filings to include such disclosures and provide us with the relevant disclosures for the year ended December 31, 2009. Your response should clearly explain how the amounts of cash to be distributed to each class of unit holders was
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 2
determined as well as providing supporting calculations for each EPU presented. We may have further comment upon receipt of your response.
Response: The partnership agreement for the Company requires that all available cash (as defined in the partnership agreement) is distributed quarterly, after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves. Quarterly distributions are made as follows:
•
First, 98% to the holders of common units and 2% to the General Partner until each common unit has received a minimum quarterly distribution of $0.35 plus any arrearages from previous quarters;
•
Second, 98% to the holders of subordinated units and 2% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.35; and
•
Third, 98% to all unitholders (common and subordinated), pro rata, and 2% to General Partner, until each unit has received an aggregate amount of $0.4025
Thereafter, there are incentive distribution rights held by the General Partner, which provide for the General Partner to receive an increasingly greater percentage (ranging from 15% to 50%) of incremental distributions above certain pre-established thresholds, which are $0.4025/unit, $.4375/unit and $.5250/unit.
The Company calculates earnings per unit by allocating reported net income for each period to each class of units based on the distribution waterfall for available cash specified in the Company’s partnership agreement. Supporting calculations for each EPU calculation presented are included as Appendix A, including indicative examples of more detailed calculations for certain periods included as Appendix B.
We will revise future filings to separately disclose EPU for distributed and undistributed earnings. Relevant disclosures for the year ended December 31, 2009 will be presented in future filings as follows (see Note 19 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2009):
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 3
Year Ended
December
31, 2009
Net income
34,322
Earnings attributable to:
Common unit holders
25,277
Subordinated unit holders
8,321
General partner unit holders
Subordinated Series A unit holders
—
Weighted average units outstanding (basic and diluted):
Common unit holders
17,174,185
Subordinated unit holders
7,621,143
General partner unit holders
516,441
Subordinated Series A unit holders
1,000,000
Earnings per unit — overall (basic and diluted):
Common unit holders
$ 1.47
Subordinated unit holders
$ 1.09
General partner unit holders
$ 1.40
Subordinated Series A unit holders
—
Earnings per unit — distributed (basic and diluted):
Common unit holders
$ 1.87
Subordinated unit holders
$ 1.61
General partner unit holders
$ 1.91
Subordinated Series A unit holders
—
Earnings (loss) per unit — undistributed (basic and diluted):
Common unit holders
$ (0.40 )
Subordinated unit holders
$ (0.52 )
General partner unit holders
$ (0.51 )
Subordinated Series A unit holders
—
Note 1 – Description of the Business, page F-7
2. We note the issuance of 1,000,000 subordinated Series A units to Navios Holdings during 2009 as consideration for the cancellation of the purchase option on the Navios Bonavis. We further note from page F-6 that such units were valued at approximately $6 per unit. Please tell us, and revise future filings to disclose, how the fair value of the subordinated Series
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 4
A units were determined at the issuance date given that the unit price of the company’s outstanding common units were $10.09 on June 9, 2009. If the subordinated Series A units were valued lower than the common units because of their inability to receive distributions for the first three years following their issuance, please explain in further detail how this factor was considered in determining the value of the subordinated units. We may have further comment upon receipt of your response.
Response: The Company calculated the fair value of the 1,000,000 subordinated Series A units issued in exchange for the cancellation of its obligation to purchase the Navios Bonavis (as well as the receipt of a 12-month option to purchase the vessel for $125,000) by adjusting the publicly-quoted price for the Company’s common units on the transaction date to reflect the differences between the common and subordinated Series A units of the Company. Principal among these differences is the fact that the subordinated Series A units are not entitled to dividends prior to their automatic conversion to common units on the third anniversary of their issuance. Accordingly, the present value of the expected dividends during that three-year period (discounted at a rate that reflects the Company’s weighted average cost of capital) was deducted from the publicly-quoted price for the Company’s common units in arriving at the estimated fair value of the subordinated Series A units of $6.08/unit or $6,082 for the 1,000,000 units issued.
In future filings, the Company will revise the notes to its consolidated financial statements to explain how the Company determined the fair value of the subordinated Series A units issued in the transaction.
Note 6 – Vessels and Other Assets, page F-20
3. We note from the disclosures included in Note 6, that Navios Partners purchased a number of vessels from Navios Holdings and its subsidiaries during 2008 and 2009. Please tell us and explain in the notes to the company’s financial statements how the purchase prices for the vessels acquired in each of these transactions was determined and indicate whether the price paid was equal to fair value of the vessels acquired at the dates of the transactions. If not, please explain how Navios Partners accounted for any difference between the fair value and the purchase price for the vessels in its financial statements.
Response: For each of the vessel purchases by and between the Company and Navios Maritime Holdings (or its subsidiaries) disclosed in Note 6, the vessel
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 5
acquisition was effected through the acquisition of all of the capital stock of the ship-owning companies, which held the ownership and other contractual rights and obligations related to each of the acquired vessels, including (as applicable) the vessel, a charter-out contract (i.e. the Company as lessor), a charter-in contract (i.e. the Company as lessee) and a purchase option.
At each transaction date, the purchase price approximated the fair value of the assets acquired, which was determined based on a combination of discounted cash flow analyses (of individual assets and for the vessel-owning subsidiary as a whole, discounted using a weighted-average cost of capital), independent valuation analyses and an adjusted net book value analysis, where the present value of the favorable cash flow implied by the charter rate differential over the locked-in period is added to the current charter-free value of each Vessel (excluding the exercise price of the purchase option, where applicable). In each case, the transaction was subject to the approval of the boards of directors of Navios Maritime Holdings and the Company prior to consummation.
Based on these methodologies, the consideration paid was allocated between the intangible assets (favorable contract and purchase option) and the vessel value. No difference between the consideration paid and the fair market value of the asset acquired arose, since all transactions were contemplated at approximately fair value at the date of each individual transaction.
4. Also, we note that in connection with the acquisition of the vessel Fantastiks during 2008, the company transferred the remaining carrying amounts of the favorable lease and favorable purchase option amounting to $53,022 to vessel cost which will be depreciated over the remaining useful life of the vessel. While we understand why the favorable purchase option would be reflected as part of the vessel cost, we are unclear as to why the favorable lease has been accounted for as part of the cost of the vessel. Please tell us and explain in the notes to the company’s financial statements in future filings the basis or rationale for reflecting the favorable lease as part of the vessel’s cost. Also, if the company continues to have a favorable lease following the vessel acquisition, please explain why the company believes it is appropriate to extend the amortization period for the favorable lease by reclassifying the favorable lease asset to vessel cost. Your response should clearly explain the relevant technical accounting literature that supports the treatment used. We may have further comment upon receipt of your response.
Response: For the Staff’s information, Navios Maritime Holdings responded to a similar comment in its letter to the Staff dated June 6, 2006 (Comment #6) in
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 6
connection with Amendment No. 4 to its Registration Statement on Form F-1 (File No. 333-129382). Accordingly, an excerpt from that letter has been included as Appendix C to this letter in response to the current comment. Navios Maritime Holdings also responded to a similar comment in its letter to the Staff dated August 22, 2008 (Comment #6, which also references Comments #2 and #4 of that same letter) in connection with the Staff’s review of its Form 20-F for year ended December 31, 2007. An excerpt of that letter is not included herein.
Finally, following the vessel acquisition, the Company no longer has a favorable lease. Because the favorable lease related to a charter-in contract (i.e. the Company was the lessee in relation to the Navios Fantastiks prior to exercise of its purchase option), the lease was nullified upon exercise of the purchase option.
In future filings, the Company will revise the notes to its consolidated financial statements to (i) clarify that amounts capitalized to vessel cost include both the intangibles related to purchase options as well as the unamortized portion of favorable leases and (ii) explain the rationale for reflecting the favorable lease as part of the vessel’s cost.
Note 7 — Intangible Assets Other than Goodwill, page F-21
5. We note the disclosure in Note 7 indicating that Navios partners purchased the rights to the Navios Sagittarius from Navios Holdings on June 10, 2009 for $34,600. We also note that in connection with this transaction, Navios Partners recognized intangible assets consisting of a favorable purchase option, favorable lease terms, and a backlog asset. Please explain how the purchase price paid for these intangible assets was determined and explain how it compared to the fair values of the rights acquired. We may have further comment upon receipt of your response.
Response: On June 9, 2009, the Company acquired all of the capital stock of Sagittarius Shipping Corporation (“SSC”) for aggregate cash consideration of $34.6 million. Prior to June 9, 2009, SSC was a wholly-owned subsidiary of Navios Maritime Holdings and owned all rights related to the Navios Sagittarius, which included the following:
•
A charter-in contract (i.e. the Company as lessee), which resulted in the recognition of a favorable lease;
•
A charter-out contract (i.e. the Company as lessor), which resulted in the recognition of a backlog asset; and
•
An option to purchase the Sagittarius for $25.0 million, which resulted in the recognition of a favorable purchase option.
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 7
The purchase price of $34.6 million represents the fair value of SSC and approximated the fair value of the assets acquired. The fair value of SSC was determined based on a combination of discounted cash flow analyses (of individual assets and SSC as a whole, using a weighted-average cost of capital), independent valuation analyses and an adjusted net book value analysis, where the present value of the favorable cash flow implied by the charter rate differential over the locked-in period is added to the current charter-free value of the Vessel (excluding the exercise price of the purchase option).
The transaction was subject to approval of the boards of directors of Navios Maritime Holdings and the Company prior to consummation.
Requested Statement
At the request of the Staff, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call the undersigned at (212) 692-6731 with any comments or questions regarding the Registration Statement and please send a copy of any written comments to the following parties:
Todd E. Mason, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017
Phone: (212) 935-3000
Fax: (212) 983-3115
Very truly yours,
/s/ Todd E. Mason
Show Raw Text
CORRESP
1
filename1.htm
corresp
Chrysler Center
666 Third Avenue
New York, NY 10017
Todd
E. Mason | 212 692 6731 | tmason@mintz.com
212-935-3000
212-983-3115 fax
www.mintz.com
July 21, 2010
Via EDGAR and FedEx
Heather Clark, Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Mail Stop 3561
Washington, DC 20549
Re:
Navios Maritime Partners L.P.
Form 20-F for the year ended December 31, 2009
Filed February 23, 2010
File No. 001-33811
Dear Ms. Cvrkel:
On behalf of Navios Maritime Partners L.P. (the “Company”), we respond as follows to the
Staff’s legal comments dated July 12, 2010 relating to the above-captioned Form 20-F. Please note
that for the Staff’s convenience, we have recited the Staff’s comment and provided our response to
such comment immediately thereafter.
Financial Statements, page F-1
Consolidated Statements of Income, page F-4
Notes to the Consolidated Financial Statements, page F-7
Note 19 – Cash Distributions and Earnings per Unit, page F-29
1. We note the company’s calculations of earnings per unit for each of the common units,
general partner units, and the subordinated units. As the computations are based on net
income per the consolidated statements of income, we are unclear as to how the provisions
of ASC 260-10-55-107 have been implemented. This guidance requires that net earnings be
reduced by the amount of available cash to be distributed to each of the unit holders in
arriving at earnings per unit so that the company presents EPU for distributed earnings and
undistributed earnings. Please revise future filings to include such disclosures and
provide us with the relevant disclosures for the year ended December 31, 2009. Your
response should clearly explain how the amounts of cash to be distributed to each class of
unit holders was
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 2
determined as well as providing supporting calculations for each EPU presented. We may
have further comment upon receipt of your response.
Response: The partnership agreement for the Company requires that all available cash (as
defined in the partnership agreement) is distributed quarterly, after deducting expenses,
including estimated maintenance and replacement capital expenditures and reserves.
Quarterly distributions are made as follows:
•
First, 98% to the holders of common units and 2% to the General Partner until each
common unit has received a minimum quarterly distribution of $0.35 plus any arrearages
from previous quarters;
•
Second, 98% to the holders of subordinated units and 2% to the General Partner
until each subordinated unit has received a minimum quarterly distribution of
$0.35; and
•
Third, 98% to all unitholders (common and subordinated), pro rata, and 2% to
General Partner, until each unit has received an aggregate amount of $0.4025
Thereafter, there are incentive distribution rights held by the General Partner, which
provide for the General Partner to receive an increasingly greater percentage (ranging from
15% to 50%) of incremental distributions above certain pre-established thresholds, which
are $0.4025/unit, $.4375/unit and $.5250/unit.
The Company calculates earnings per unit by allocating reported net income for each period
to each class of units based on the distribution waterfall for available cash specified in
the Company’s partnership agreement. Supporting calculations for each EPU calculation
presented are included as Appendix A, including indicative examples of more detailed
calculations for certain periods included as Appendix B.
We will revise future filings to separately disclose EPU for distributed and undistributed
earnings. Relevant disclosures for the year ended December 31, 2009 will be presented in
future filings as follows (see Note 19 to the Company’s Annual Report on Form 20-F for the
year ended December 31, 2009):
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 3
Year Ended
December
31, 2009
Net income
34,322
Earnings attributable to:
Common unit holders
25,277
Subordinated unit holders
8,321
General partner unit holders
724
Subordinated Series A unit holders
—
Weighted average units outstanding (basic and diluted):
Common unit holders
17,174,185
Subordinated unit holders
7,621,143
General partner unit holders
516,441
Subordinated Series A unit holders
1,000,000
Earnings per unit — overall (basic and diluted):
Common unit holders
$
1.47
Subordinated unit holders
$
1.09
General partner unit holders
$
1.40
Subordinated Series A unit holders
—
Earnings per unit — distributed (basic and diluted):
Common unit holders
$
1.87
Subordinated unit holders
$
1.61
General partner unit holders
$
1.91
Subordinated Series A unit holders
—
Earnings (loss) per unit — undistributed (basic and diluted):
Common unit holders
$
(0.40
)
Subordinated unit holders
$
(0.52
)
General partner unit holders
$
(0.51
)
Subordinated Series A unit holders
—
Note 1 – Description of the Business, page F-7
2. We note the issuance of 1,000,000 subordinated Series A units to Navios Holdings during
2009 as consideration for the cancellation of the purchase option on the Navios Bonavis.
We further note from page F-6 that such units were valued at approximately $6 per unit.
Please tell us, and revise future filings to disclose, how the fair value of the
subordinated Series
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 4
A units were determined at the issuance date given that the unit price of the company’s
outstanding common units were $10.09 on June 9, 2009. If the subordinated Series A units
were valued lower than the common units because of their inability to receive distributions
for the first three years following their issuance, please explain in further detail how
this factor was considered in determining the value of the subordinated units. We may have
further comment upon receipt of your response.
Response: The Company calculated the fair value of the 1,000,000 subordinated Series A
units issued in exchange for the cancellation of its obligation to purchase the Navios
Bonavis (as well as the receipt of a 12-month option to purchase the vessel for $125,000)
by adjusting the publicly-quoted price for the Company’s common units on the transaction
date to reflect the differences between the common and subordinated Series A units of the
Company. Principal among these differences is the fact that the subordinated Series A units
are not entitled to dividends prior to their automatic conversion to common units on the
third anniversary of their issuance. Accordingly, the present value of the expected
dividends during that three-year period (discounted at a rate that reflects the Company’s
weighted average cost of capital) was deducted from the publicly-quoted price for the
Company’s common units in arriving at the estimated fair value of the subordinated Series A
units of $6.08/unit or $6,082 for the 1,000,000 units issued.
In future filings, the Company will revise the notes to its consolidated financial
statements to explain how the Company determined the fair value of the subordinated Series
A units issued in the transaction.
Note 6 – Vessels and Other Assets, page F-20
3. We note from the disclosures included in Note 6, that Navios Partners purchased a number
of vessels from Navios Holdings and its subsidiaries during 2008 and 2009. Please tell us
and explain in the notes to the company’s financial statements how the purchase prices for
the vessels acquired in each of these transactions was determined and indicate whether the
price paid was equal to fair value of the vessels acquired at the dates of the
transactions. If not, please explain how Navios Partners accounted for any difference
between the fair value and the purchase price for the vessels in its financial statements.
Response: For each of the vessel purchases by and between the Company and Navios Maritime
Holdings (or its subsidiaries) disclosed in Note 6, the vessel
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 5
acquisition was effected through the acquisition of all of the capital stock of the
ship-owning companies, which held the ownership and other contractual rights and
obligations related to each of the acquired vessels, including (as applicable) the vessel,
a charter-out contract (i.e. the Company as lessor), a charter-in contract (i.e. the
Company as lessee) and a purchase option.
At each transaction date, the purchase price approximated the fair value of the assets
acquired, which was determined based on a combination of discounted cash flow analyses (of
individual assets and for the vessel-owning subsidiary as a whole, discounted using a weighted-average cost of capital),
independent valuation analyses and an adjusted net book value analysis, where the present
value of the favorable cash flow implied by the charter rate differential over the
locked-in period is added to the current charter-free value of each Vessel (excluding the
exercise price of the purchase option, where applicable). In each case, the transaction was
subject to the approval of the boards of directors of Navios Maritime Holdings and the
Company prior to consummation.
Based on these methodologies, the consideration paid was allocated between the intangible
assets (favorable contract and purchase option) and the vessel value. No difference between
the consideration paid and the fair market value of the asset acquired arose, since all
transactions were contemplated at approximately fair value at the date of each individual
transaction.
4. Also, we note that in connection with the acquisition of the vessel Fantastiks during
2008, the company transferred the remaining carrying amounts of the favorable lease and
favorable purchase option amounting to $53,022 to vessel cost which will be depreciated
over the remaining useful life of the vessel. While we understand why the favorable
purchase option would be reflected as part of the vessel cost, we are unclear as to why the
favorable lease has been accounted for as part of the cost of the vessel. Please tell us
and explain in the notes to the company’s financial statements in future filings the basis
or rationale for reflecting the favorable lease as part of the vessel’s cost. Also, if the
company continues to have a favorable lease following the vessel acquisition, please
explain why the company believes it is appropriate to extend the amortization period for
the favorable lease by reclassifying the favorable lease asset to vessel cost. Your
response should clearly explain the relevant technical accounting literature that supports
the treatment used. We may have further comment upon receipt of your response.
Response: For the Staff’s information, Navios Maritime Holdings responded to a similar
comment in its letter to the Staff dated June 6, 2006 (Comment #6) in
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 6
connection with Amendment No. 4 to its Registration Statement on Form F-1 (File No.
333-129382). Accordingly, an excerpt from that letter has been included as Appendix C to
this letter in response to the current comment. Navios Maritime Holdings also responded to
a similar comment in its letter to the Staff dated August 22, 2008 (Comment #6, which also
references Comments #2 and #4 of that same letter) in connection with the Staff’s review of
its Form 20-F for year ended December 31, 2007. An excerpt of that letter is not included
herein.
Finally, following the vessel acquisition, the Company no longer has a favorable lease.
Because the favorable lease related to a charter-in contract (i.e. the Company was the
lessee in relation to the Navios Fantastiks prior to exercise of its purchase option), the
lease was nullified upon exercise of the purchase option.
In future filings, the Company will revise the notes to its consolidated financial
statements to (i) clarify that amounts capitalized to vessel cost include both the
intangibles related to purchase options as well as the unamortized portion of favorable
leases and (ii) explain the rationale for reflecting the favorable lease as part of the
vessel’s cost.
Note 7 — Intangible Assets Other than Goodwill, page F-21
5. We note the disclosure in Note 7 indicating that Navios partners purchased the rights to
the Navios Sagittarius from Navios Holdings on June 10, 2009 for $34,600. We also note
that in connection with this transaction, Navios Partners recognized intangible assets
consisting of a favorable purchase option, favorable lease terms, and a backlog asset.
Please explain how the purchase price paid for these intangible assets was determined and
explain how it compared to the fair values of the rights acquired. We may have further
comment upon receipt of your response.
Response: On June 9, 2009, the Company acquired all of the capital stock of Sagittarius
Shipping Corporation (“SSC”) for aggregate cash consideration of $34.6 million. Prior to
June 9, 2009, SSC was a wholly-owned subsidiary of Navios Maritime Holdings and owned all
rights related to the Navios Sagittarius, which included the following:
•
A charter-in contract (i.e. the Company as lessee), which resulted in the
recognition of a favorable lease;
•
A charter-out contract (i.e. the Company as lessor), which resulted in the
recognition of a backlog asset; and
•
An option to purchase the Sagittarius for $25.0 million, which resulted in the
recognition of a favorable purchase option.
Heather Clark, Assistant Director
Securities and Exchange Commission
July 21, 2010
Page 7
The purchase price of $34.6 million represents the fair value of SSC and approximated the
fair value of the assets acquired. The fair value of SSC was determined based on a
combination of discounted cash flow analyses (of individual assets and SSC as a whole,
using a weighted-average cost of capital), independent valuation analyses and an adjusted
net book value analysis, where the present value of the favorable cash flow implied by the
charter rate differential over the locked-in period is added to the current charter-free
value of the Vessel (excluding the exercise price of the purchase option).
The transaction was subject to approval of the boards of directors of Navios Maritime
Holdings and the Company prior to consummation.
Requested Statement
At the request of the Staff, the Company acknowledges that: (i) the Company is responsible
for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing; and (iii) the Company may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please call the undersigned at (212) 692-6731 with any comments or questions regarding the
Registration Statement and please send a copy of any written comments to the following
parties:
Todd E. Mason, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017
Phone: (212) 935-3000
Fax: (212) 983-3115
Very truly yours,
/s/ Todd E. Mason
Todd E. Mason
cc:
Securities and Exchange Commission (Linda Cvrkel, Office of Corporation Finance)
Navios Maritime Partners L.P. (Ms. Angeliki Frangou)
Heather Clark, Assista