United states securities and exchange commission



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<>UNITED STATES



<>SECURITIES AND EXCHANGE COMMISSION

<>Washington, D.C. 20549

<>FORM 20-F

<>(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, 201<>1<>

<>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 shell company report                         

<>For the transition period from                      to                     

<>Commission file number

<>333-179250

 





<>Navios South American Logistics Inc.

<>(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)

 





<>Aguada Park Free Zone

<>Paraguay 2141, Of. 1603

<>Montevideo, <>Uruguay<>

<>(Address of principal executive offices)

 





<>Anna Kalathakis

<><><><><><>85 Akti Miaouli<>

<>Piraeus 18538

<>Tel: +(30) 210 459 5000

<>Fax: +(30) 210 453 1984

<>(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.

None







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.

9 ¼% Senior Notes due 2019

<>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:

<>There is no public market for the registrant’s common stock. There were 20,000 shares of the registrant’s, par $1.0 per share, issued and outstanding as of December 31, 2011

<>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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (<§>232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes <>  No <>

<>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

<>Large Accelerated Filer  <>                 Accelerated Filer  <>                 Non-Accelerated Filer  <>

<>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 in Rule 12b-2 of the Exchange Act).  Yes <>  No <>

 

 



<>TABLE OF CONTENTS

 








<>FORWARD-LOOKING STATEMENTS

3







PART I

 







Item 1. Identity of Directors, Senior Management and Advisers

5







Item 2. Offer Statistics and Expected Timetable

5







Item 3. Key Information

6







Item 4. Information on the Company

32







Item 4A. Unresolved Staff Comments

51







Item 5. Operating and Financial Review and Prospects

52







Item 6. Directors, Senior Management and Employees

72







Item 7. Major Shareholders and Related Party Transactions

75







Item 8. Financial Information

79







Item 9. The Offer and Listing

79







Item 10. Additional Information

79







Item 11. Quantitative and Qualitative Disclosures about Market Risk

84







Item 12. Description of Securities Other than Equity Securities

85







<>PART II<>

 







Item 13. Defaults, Dividend Arrearages and Delinquencies

85







Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

85







Item 15. Controls and Procedures

85







Item 16A. Audit Committee Financial Expert

86







Item 16B. Code of Ethics

86







Item 16C. Principal Accountant Fees and Services

86







Item 16D. Exemptions from the Listing Standards for Audit Committees

86







Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

86







Item 16F. Changes in Registrant’s Certifying Accountant

86







Item 16G. Corporate Governance

86







Item 16H. Mine Safety Disclosure

86







<><>PART III<>

 







Item 17. Financial Statements

87







Item 18. Financial Statements

87







Item 19. Exhibits

87







<>EX-2.3<>

 

<>EX-2.4<>

 

<>EX-2.5<>

 

<>EX-2.6<>

 

<>EX-11<>

 

<>EX-12.1<>

 

<>EX-12.2<>

 

<>EX-13<>

 

 

<>In this report, “Navios Logistics,” “Company,” “we,” “us” and “our” refer to Navios South American Logistics Inc. and its consolidated subsidiaries, as the context may require. We are incorporated as a Marshall Islands corporation. References to “Navios Holdings” are to Navios Maritime Holdings Inc., a Marshall Islands corporation. Navios Holdings is, along with its affiliates, our controlling stockholder.

<>FORWARD-LOOKING STATEMENTS

<>Certain statements under the captions “Item 3.D Risk Factors” “Item 4 Information on the Company” and “Item 5 Operating and Financial Review and Prospects” and elsewhere in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our business and financial outlook. These forward-looking statements are not historical facts, but rather are based on our current expectations, estimates and projections about our industry, and our beliefs and assumptions. Such statements include, in particular, statements about the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in vessel contract rates, changes in demand for the transportation or storage of grain and mineral commodities and petroleum products, our relationship with Navios Holdings, our ability to enter into innovative financing, changes in our operating expenses, including, drydocking and insurance costs, and costs related to changes in governmental rules and regulations or actions taken by regulatory authorities, political, economic and other issues specifically affecting South America and related government regulations, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of river or seaborne transportation due to accidents or political events, and other statements described in this report. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

<>These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We are not obliged to update these statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in these forward-looking statements.

<>In addition to the factors and matters described in this report, including under “Item 3.D Risk Factors,” important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

<><> changes in production or demand for the types of products that are transferred through, or stored at, our port facilities or transported by our vessels;

<><> the cyclical nature of the international logistics and commodities transportation and storage industries;

<><> general market conditions, including fluctuations in vessel contract rates and vessel values;

<><> the effect of short-term decreases in shipping rates;

<><> the loss of any port, customer, contract or vessel;

<><> significant changes in vessel performance, including increased vessel breakdowns;

<><> damage to our ports, facilities or vessels;

<><> the ability of our contract counterparties to fulfill their obligations to us;

<><> customers’ increasing emphasis on environmental and safety concerns;

<><> the ability to obtain financing for growth or future capital expenditures;

<><> the aging of our ports and vessels and resultant increases in operation costs;

<><> changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;

<><> environmental compliance costs or environmental disaster liabilities;

<><> potential liability from pending or future litigation;

<><> our capacity to manage our expanding business;

<><> changes in our operating expenses;

<><> general domestic and international political conditions, including unrest, wars, acts of piracy and terrorism;

<><> an inability to expand relationships with existing customers and obtain new customers;

<><> the ability of our vessels to pass classification inspection;

<><> future purchase prices of vessels;

<><> changes in the market values of our vessels;

<><> insurance coverage;

<><> our participation in protection and indemnity associations subjecting us to calls or premiums based on the records of other members;

<><> our relationship with Navios Maritime Holdings Inc.;

<><> retention of key members of our senior management team;

<><> political, social and economic risks associated with operating in emerging markets;

<><> potential disruption of shipping routes due to accidents, political, terrorist events or weather;

<><> fluctuations in currencies and interest rates;

<><> general political, economic and business conditions in Argentina, Brazil, Uruguay, Paraguay and in other countries in which we operate;

<><> changes in the value of the U.S. dollar, Argentine peso, Brazilian real, Uruguayan peso, Paraguayan guarani and other currencies in which our sales or expenses are denominated and paid;

<><> changes in the foreign exchange control regulations in Argentina, Brazil, Uruguay, Paraguay and in other countries in which we operate and sell products and services;

<><> our possible liability for additional income and other taxes in jurisdictions in which we operate, and possible changes in tax laws;

<><> the effects of our substantial indebtedness and the covenants and limitations contained in the agreements governing such indebtedness; and

<><> our ability to service debt obligations and our ability to incur additional indebtedness.

<>You should read this report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

 

<>

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