M&A Announcement

Aug 31, 2021

Slides

Good day everyone and welcome to today's Navios Partners merger with Navios Acquisition. At this time all participants are in a listen only mode. Later you will have the opportunity to ask questions during the question and answer session. Please note this call may be recorded and I will be standing by should you need any assistance. It is now my pleasure to turn today's call over to Angelica Springue. Please go ahead. Thank you for joining us for today's Navios Maritime Partners, Navios Maritime Acquisition Merger Call. With us today from the company are Chairman and CEO, Ms. Angeliki Frangou Chief Financial Officer, Mr. Strauss De Zebras and Executive Vice President of Business Development, Mr. Georgios Achniotis. As a reminder, this conference call is being webcast. To access the webcast, please go to the Investors section of Navios Partners website at www.naviosmlp.com. You'll see the webcasting link in the middle of the page and a copy of the presentation referenced in today's conference call can also be found there. Now I'll review the Safe Harbor statement. This conference call could contain forward looking statements within the meaning of Private Securities Litigation Reform Act of 1995 about Navios Partners. Forward looking statements are statements that are not historical facts. Such forward looking statements are based upon current beliefs and expectations of Navios Partners' management and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward looking statements. Such risks are more fully discussed in Navios Partners' filings with the Securities and Exchange Commission. The information discussed in this call should be understood in light of such risks. Navios Partners does not assume any obligation to update the information contained in this call. The agenda for today's call is as follows. We'll first begin with formal remarks from the management team and after we'll open the call to take questions. Now I turn the call over to Navios Partners' Chairman and CEO, Ms. Angeliki Fengu. Angeliki? Good morning and thank you for joining us on today's call. On Thursday, we announced a transformative transaction, a proposed merger of Navios Maritime Acquisition and Navios Maritime Partners. Today, I would like to take this opportunity to further discuss this exciting development. The combined entity will be the largest U. S. Publicly listed shipping company with 15 vessel diversified across three segments, servicing more than 10 end markets. About one third of our fleet will be in each of the drybulk, containership and tanker segments. We believe that this combination will result in a stronger, more resilient entity mitigating sector specific cyclicality. We will have a strong balance sheet with a modest 35% loan to value and a healthy income statement with a pipeline of $1,600,000,000 in contracted revenue. Overall, this diversified platform should enable Navios Partners to capitalize on cross segment opportunities while providing predictable returns to our stakeholders despite individual segment cycles. Please turn to Slide four. With a fleet of 143 vessels, Navios Partners will operate a YAC efficient fleet with an average age of nine point eight years. This will be the largest U. S. Publicly listed company and the sixth largest publicly listed fleet globally. With a fleet mix of drybulk, container ships and tanker vessels, the combined entity creates a diversified shipping platform positioned to leverage fundamentals across various sectors. Navios Partners will be a robust entity with a pro form a enterprise value of over 2,200,000,000.0 and market cap of nearly $1,000,000,000 based on current trading prices and a contracted revenue pipeline of $1,600,000,000 As we move ahead towards 2022, almost 70% of our forty seven thousand six and thirty four available days will have market exposure creating for a potential for strong cash flow as the shipping market continues its recovery from the pandemic. Please turn to Slide five for a detailed summary of this transaction. Navios Partners and Navios Acquisition will emerge in a unit for stock transaction, creating a diversified marine transportation company with over $4,000,000,000 in asset values. As a consideration for the merger, NNA shareholders will receive 0.1275 units of NMM for each NNA share. Based on closing prices as of August 24, the consideration will be $3.4 per share of NNA, which represents a 17.6 percent premium to NNA's sixty day VWAP. Prior to the merger, NNA had $397,500,000 of ship mortgage notes outstanding. These notes were discharged using the proceeds of $150,000,000 in cash received from NMM in exchange for new NNA shares at $3.4 per share and about $290,000,000 of new secured debt financing from relating European commercial banks. Consequently, all outstanding notes will be redeemed as part on September 25. In connection with this $150,000,000 equity investment, Navios Partners also provided Navios Acquisition with a $45,000,000 interim working capital facility. To further support this transaction, NSM took a number of actions. It converted $30,000,000 of its outstanding loan into equity of NNA, also at a price per share of $3.4 and released all the the collateral under the $100,000,000 loan. Finally, it surrendered its option to exchange all or a portion of NSM loan for equity of Navios Acquisition, material subsidiary, Navios Maritime Midstream Partners LP. The merger transaction has been unanimously approved by the Special Committee of NNA and the Conflicts Committee of NMM and by both Boards as is expected to close in Q4 of twenty twenty one, subject to customary regulatory approvals. Slide six describes the compelling rationale for this combination. We believe this transaction is well timed, value enhancing for all our stakeholders. With an enhanced scale, our combined fleet of over 140 vessels allow us exposure to three segments, servicing more than 10 end markets. With one third of the fleet operation in each of the three segments, we can mitigate individual segment volatility, provide balance sheet flexibility and ultimately promote more predictable returns for unitholders despite potential uneven segment performance. We are acquiring the en bloc diversified tanker fleet whose operational and other performer is well known to us. This acquisition is opportunistic given the current tanker market duress and offers unit callers a significant upside. With the recovery in oil demand on the horizon, tanker market fundamentals are becoming increasingly attractive, acquiring NNA fleet, which has proven operational performance, provides us with a fleet capable of generating significant upside. I also note here that we have a proven model for executing seamless combination as evidenced by a prior successful roll up transaction. Since the announcement of our acquisition of NMCI, our equity has responded well. NMM's unit price has appreciated 300% and our containership asset values have increased over three times in 2021. We anticipate a smooth execution of this combination as well. Lastly, Lastly, we believe the combined entity provides an even more attractive investment platform to a broader group of investors seeking exposure to the global economy, and we expect that the combination will assist in a re evaluation of Navios Partners platform. Slide seven details how we believe the diversification across our three operational sectors will mitigate normal industry cyclicality seen through singular sequence sectors. NMM will be differentiated by industry leading scale and diversified sector exposure. As I mentioned previously, with 143 vessels, NMM will be the largest U. S. Publicly listed fleet. With balanced exposure to the drybulk, containership and tanker segments, we will be able to mitigate normal industry cyclicality. We will also continue to maintain our broad counterparty exposure and leverage to the global economy. Moreover, NMM will continue to optimize its flexible chartering strategy to leverage on fundamentals across its three sectors and calibrate charter terms based upon segment opportunity. On a combined basis, NMM has contracted revenue pipeline of about $1,600,000,000 and about 70% of our twenty twenty two available days are currently exposed to the market. Thus, NMM is well positioned to generate good cash flow generation in the near term and medium term. Slide eight shows an overview of NMM combined fleet, which will be the largest U. S. Publicly listed fleet and sixth largest global publicly listed fleet. Joining NMM fleet of 98 dry cargo vessels is NNA's diverse fleet of 45 tanker vessels with an average age of nine point five years. Compared to the industry average age of eleven point six years, this tanker fleet profile matches our ongoing fleet renewal strategy of maintaining and acquiring young efficient vessels. At this point, I would like to turn the call over to our CFO, Stratos Desypris, who will take you through the financial highlights of the combined company. Stratos? Thank you, Angeliki, and good morning all. As Angeliki described earlier, the merger with NNA is a compelling opportunity for Navios Partners. We are acquiring an en bloc diversified tanker fleet whose operational and other performance is well known to us. Importantly, as you can see in Slide nine, this acquisition is opportunistic given the current tanker market conditions. We expect a short to medium term recovery in oil demand to drive attractive tanker market fundamentals. This acquisition provided an attractive entry point on the tanker sector and offers unitholders significant upside. All subject of our strategy benefit from this diversification, whether it is our overall balance sheet, renewing our fleet in optimal times or assessing optimal mix period vessel spot charters. Overall, we believe we can provide better entity level return to our investors despite individual segment performance. In Slide 10, you can see the strength and stability of our combined balance sheet. Leverage remains very low. Pro form a from the transaction, Navios Partners will have 35% loan to value in an asset base estimated at over $4,000,000,000 Additionally, Navios Partners will have a staggered maturity profile with no significant maturities through 2023. That together with our contracted revenue of $1,600,000,000 provides an enduring platform with significant upside potential. Our brand name and financial trends allows us to have support and access lenders with global reach. Turning to Slide 11, you can also see the operating potential of Navios Partners. For 2022, we have a total of forty seven thousand six hundred and thirty four available days in our fleet. Approximately fifteen thousand two hundred days are fixed, generating revenues of $400,000,000 We also have approximately thirty two thousand five hundred days that are either open or index fixed. Applying the current market rates on our market exposure days, we can generate approximately $1,100,000,000 in revenues, bringing the total revenue potential for 2022 to $1,500,000,000 Our market exposure days are calibrated to leverage our fundamentals across its three sectors and benefit from individual segment opportunity. Turning to Slide 12, you can see our constant fleet renewal and expansion efforts across all segments. Year to date, we have increased our drybulk fleet capacity by 37% and at the same time reduced the average age by by 18%. On the containerships, we have increased the number of vessels by approximately 330%, while at the same time reduced the containerships average age by 25%. Lastly, in what we consider an opportune moment, we entered in the tanker sector, acquiring the 45 vessel fleet of Navios Acquisition. Due to our diversification, our expansion in renewal strategy benefits from capital allocation options between different shipping segments. I now pass the call to George Achniotis, Executive Vice President of Business Development, who will take you through some industry data. George? Thank you, Stratos. Over the next few slides, I will briefly review the industry fundamentals of the three sectors in which we operate. Please turn to Slide 13 focusing on the drybulk market. In order to recover from the economic effects of the pandemic, governments around the world have put in place emergency monitoring and physical plans to support the economies and they have kick started a faster than expected recovery in the world economy. The IMF projects 2021 GDP growth of 6%, the highest in fifty years led by an 8.6% expansion in China, India and Developing Asia. Supply and demand fundamentals going forward remain extremely positive as strong demand for natural resources combined with COVID related logistical disruptions, which add to fleet inefficiencies and a slowing pace of new building deliveries all support strong levels of spot and future freight rates. The graph on the left shows that drybulk demand for the three major cargoes of iron ore, coal and grain for the 2021 is forecast to increase by 7% compared to the first half. The graph on the right highlights the previously mentioned slowing fleet growth. Net fleet growth is forecast to be 3.3% this year and only 1.2% for 2022. Demand is expected to outpace net fleet growth in both years. Turning to Slide 14, the current order book stands at a historically low 5.8% of the fleet and with shipyards at near full capacity for at least the next two years, this provides good visibility of what to expect in terms of new vessels coming into the fleet. At the same time, vessels over twenty years of age are about 8.8% of the total fleet, which compares favorably with the historically low order book. This makes up the bullish forecast for the drybulk sector in the near to medium term. Please turn now to Slide 15 focusing on the container industry. Post pandemic stimulus measures have caused recovery of consumption in the advanced economies. This targeted stimulus has led to a historic turnaround in global container trade. Container trading patterns have also changed with more demand for point to point transportation. The Baby Panamax size is one of the container ship sizes obtaining the biggest benefit of this disruption. The extremely tight availability of Panamaxes combined with poor congestion, increasing trade and lack of new buildings has propelled period time charter rates to hit historic highs. As you can see on the chart on the lower right, freight rates for all main routes from China rose dramatically from mid year twenty twenty. The SCFI box rate index has broken through the 4,000 level for the first time ever and stands approximately four times higher than the ten year average spurred by the early restart of the Chinese economy and from continuing demand for consumables and pandemic related supplies worldwide. Containership demand growth is projected at 6.3% in 2021 and three point eight percent in 2022. The increased demand is expected to exceed supply in both years as noted in the chart on the lower left. Please turn to Slide 16 in the tanker market. As you can see on the chart on the right of the slide, oil demand correlates with oil GDP growth. With the expected highest GDP growth in fifty years, oil demand is expected to pick up significantly during 2021 and into 2022. The IEA projects global oil demand rebounding by 5.9% in 2021. By the end of Q4, oil demand is expected to reach pre pandemic levels. The graph on the lower left shows that OECD crude oil inventories have decreased steadily since last August and have fallen below their five year average. Turning to Slide 17. Chinese imports of crude oil have increased by 10% CAGR over the past decade, making China the world's largest importer of oil and the second largest consumer. Despite this increase, as you can see in the table below, on a per capita basis, China still lacks oil usage. If China goes to world per capita consumption levels, an additional 95 VLCCs will be required to cover the increase. This represents an expansion of the existing fleet by about 11%. Please turn to Slide 18. Another trend which has resulted in an increase in oil demand is the expansion of refinery capacity in days and a reduction in the West. In order to meet this change, about 55% of U. S. And Brazilian crude exports have gone to refineries East Of Suez, particularly China and India. It is estimated that by 2026 over 30% of Asian crude imports will be sourced from the Atlantic Basin increasing voyage length. China in particular has a growing supply gap. Domestic crude production continues to decline as refinery expansions continue. In order to meet China's current planned refinery expansions in 2021, an additional 34 VLCCs will be needed and another 33 in 2022. The order book as a percentage of the fleet for both VLCCs and product tankers is at historical low levels. We expect that net fleet growth for 2021 is only 1.8% for VLCCs and 2.6% for the products. In conclusion, we remain bullish on the drybulk and containership markets and we expect a significant recovery in the tanker market. This concludes my presentation. At this point, I will turn the call over to Angeliki for your closing remarks. Angeliki? Thank you, George. This completes our formal presentation and we'll open the call to questions. And we'll take our first question from Randy Giveans with Jefferies. Please go ahead. Your line is open. Good morning. Good morning, Andy. Good morning. Hey, a couple of quick questions for me. Just first looking at the balance sheet. For the $290,000,000 in debt refinancing of the NNA notes, What are the terms on that? And then following the refinancing and the acquisition, what do you expect the pro form a weighted average interest rate to be? Randy, in terms of the new financing, the $290,000,000 this is a standard commercial financing. We have a maturity of two years with pretty much standard interest rates. And in terms of the average interest rate, on average, I would say that the facilities that we have now on the NNA level are roughly around LIBOR plus margin of around 3%. Now that the bond, which was the most expensive part of our structure has been redeemed, effectively the interest cost reduces to 12 plus three roughly. And Randy, a big picture thing is that we have overall, the transaction is about a 35% LTV of the company, the way the NMM the new NMM company will have low leverage, low interest rate and will give the ability to have a much more flexible balance sheet than previously. Sure. And then, yes, was going to follow-up on that. You mentioned the 35% kind of initial loan to value. Do you have a target number for this going forward? Seeing that the we like shipping, but the different segments are cyclical. So we see that a leverage around 30% on overall long term is a good level to be in. And the ability of the diversification that this platform has given us gives us two opportunities, which I think is very important. Number one, you have the ability to create these contracted cash flows to leverage the different cyclicality of the segment. So today, have the majority of our $1,600,000,000 contracted pipeline comes from the container segment. And we see strong cash flows on the strong earnings from the dry bulk, but we have not seen the contracted revenue yet. So this is a platform that we have the opportunity to leverage on the chartering side, the diversification. And another very important point is that it makes us more opportunistic on how we invest, and that is a big point. Take for example, if you're a dry bulk company and it's a weak market, you're not able to really take advantage of the weak market because you don't have the financial flexibility. Instead, the way we are, we can really do this kind of an investment, which we have seen a $900,000,000 invested in containership and drybulk year to date has provided a capital return of almost 300% appreciation to our investors. Today, we're doing $1,000,000,000 investment in the tanker segment, which is in the weak position, but this is an opportunistic transaction. We see how this investment, it will take some time, but it will work itself. It's not a matter of if, but when the market will recover. You may have coronavirus pushing a little bit further out, but this will be another investment that will provide our shareholders with a return. Sure. Yes, that makes sense. And then last question for me. Now that you operate in three subsectors, drybulk, containerships, tankers, where will future growth be focused? Is there additional interest in acquiring more secondhand Capesizes or other dry bulk assets? And then with that growth, how do you kind of plan on balancing fleet growth, whether it be in dry bulk or another sector with distribution growth? Randy, this is an excellent question. The big thing is what I told you is an opportunistic. You use the ability to actually to be in the three segments and really invest in the right point on every segment. Take first I will give you an example in the past. I mean, we saw an opportunity in NMM and we invested long time ago in the container segment, which was a major sponsor on the NMCI. Today, we are able to do all these opportunities under one roof. Now on the distribution, you have to realize we are just doing $1,000,000,000 investment today. I mean, we just provided 300% capital returns to our investors from our investment in the container and dry bulk year to date. We are now doing a large investment and we need to give some time for this investment to work itself. Got it. All right. Well, hey, thank you so much. That's it for me. Thank you. And we'll take our next question from Omar Nafta with Clarkson Securities. Please go ahead. Hi, thank you. Angeliki, Stratos and George, congratulations on the transaction and good to see Navios really bringing most everything under one umbrella here. I did want to follow-up just a bit on Randy's question about the leverage. And obviously, you know, being in the mid-30s in terms of debt to fleet value, it gives you a lot of flexibility. You know, obviously that it's also lower than what we've been used to seeing for novios entities over the years. And I guess, you know, you sort of commented on this already Angelique, but I just wanted to hear you, you know, in relation to the idea of whether this is a change in approach with say being in the 30% to 40% range, is that the place that Navios wants to be going forward? And what I mean by that is you've got the flexibility now and if you wanted to make a transaction or an acquisition, you could. Is the idea of you making it let's say you wanted to make a sizable acquisition with the flexibility you have, is it still with an eye on keeping that leverage in the 30s or can you see yourself surpassing going back into the 50% to 60% range? I think with two segments of our business being in a strong position, container and drybulk, we will be very careful because you have been long enough in shipping and you have seen how the 30% can be 60 plus leverage. So we have an eye the leverage. We care about the leverage because we want to give even returns through the cycle to our investors. I mean, we know that shipping is cyclical. So you need to balance the act of the different segments and create resilience for your investors. This is a big issue. And we have seen that the 30% in the good times can go to 60%. So it is a balancing act. We can see the visibility of what earnings we are getting. So when we do an investment, we will manage to derisk that investment with and that's exactly what we did on this transaction. We did at the end of the story, we have low leverage of on the entire entity of about 35%. And then we have positive fundamentals on the container and the dry bulk that mitigates the medium term outlook for the near term outlook for the tanker, which basically is in its need. And so that's how we mitigate and we construct the transactions. So you have to realize that we are not shy of doing large transactions. We did $900,000,000 on dry bulk and container this year. We did $1,000,000,000 in the tanker. We are focusing very much on returning a return on our investors, but in a prudent way. Thanks Angeliki. And then just kind of on fleet makeup itself, obviously you're pretty split amongst the three now between tankers and dry bulk and containers. How do you see NMM looking at that ratio long term? Is it always going to be trying to maintain a third, a third, a third split? Or could you see one of the segments over time dominating or becoming a much size of a much bigger piece of the pie? Listen, it will be opportunistic. I mean, you may take transactions are lumpy. So you may have a large transaction. We will try to keep a diversified portfolio so that not one becomes too dominant. But at points, you may have a lumpy transaction. That is part of the business. Okay. And then one final one. I guess this is perhaps sensitive, but just did want to ask regarding the Navios Group. Everything is coming together for the most part, but any color or any discussion you can give regarding where Navios Holdings stands in the big in the grand scheme? Also the logistics business, that was an idea. The plan is to IPO that separately. Could you envision that changing in logistics being part of NMM going forward? Omar, this is an NMM call. We will have our earnings later on, on NM and I'm more than glad. What I like to say is that what we created here is the leading marine transportation company with over $4,000,000,000 in assets in three segments. The shape of the company is what we like. So if we have the different segments, we can always add assets that is not an issue and this makes sense. But this is the shape of the company we like to have. This is the company diversified leading largest U. S. Listed company, basically a platform that an investor can invest in global trade or the global economy. So that is the kind of company we want to create, not complexity on our structures. Very good. No. Thanks, Angeliki, for that. And I'll leave it there. Congratulations and looking forward to watching the new Navios Maritime. Thank you, Marc. Thank you. And there are no further questions. I will turn the call back over to Angeliki for any closing remarks. Thank you. This completes NMM call. Thank you. And this does conclude today's program. Thank you for your participation. You may disconnect at any time.