<><> <>REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934<>
<><> <>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<>
<><>TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
<><>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
<>Navios South American Logistics Inc.
<>(Exact name of Registrant as specified in its charter)
<>(Translation of Registrant’s Name into English)
<>Republic of Marshall Islands
<>(Jurisdiction of incorporation or organization)
<>Aguada Park Free Zone
<>Paraguay 2141, Of. 1603
<>(Address of principal executive offices)
<><><><><><>85 Akti Miaouli<>
<>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.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
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):
<>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.
<>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;
<><•> 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.