Capital Product Partners L.P. (the “Partnership”, “CPLP”, or “we”/
“us”) (NASDAQ:CPLP) today announced the closing of the umbrella
agreement (the “Umbrella Agreement”) entered into on November 13,
2023 with Capital Maritime & Trading Corp. (“Capital Maritime”)
and Capital GP L.L.C. (the “General Partner”) providing for the
acquisition of 11 newbuild liquefied natural gas carrier vessels
(“LNG/C”) from Capital Maritime (the “Vessels”) for a total
acquisition price of $3,130.0 million. Upon the closing of the
Umbrella Agreement, CPLP today entered into 11 share purchase
agreements to acquire 100% of the equity interests in each
vessel-owning company of the Vessels (the “Vessel SPAs”).
Vessel Acquisitions
Each Vessel will have a capacity of 174,000
Cubic Meters and was built or is under construction at Hyundai
Heavy Industries Co., LTD and Hyundai Samho Heavy Industries Co.
Ltd., South Korea (collectively, “Hyundai”).
Today, we closed the acquisition of the
vessel-owning company of the LNG/C Amore Mio I concurrently with
entry into the applicable Vessel SPA and the LNG/C Amore Mio I was
delivered to the Partnership. Upon entry into and closing of the
Vessel SPA for the LNG/C Amore Mio I, we paid to Capital Maritime
the aggregate acquisition price under the applicable Vessel SPA of
$141.7 million.
We expect to close the acquisitions of each of
the vessel-owning companies of the LNG/Cs Axios II, Assos,
Apostolos, Aktoras, Archimidis and Agamemnon (the “Initial
Vessels”) upon completion of each Vessel’s construction and
delivery from the shipbuilder. Upon entry into the Vessel SPAs for
the Initial Vessels, we paid to Capital Maritime a deposit in the
amount of 10% of the aggregate acquisition price of the Initial
Vessels, or $174.4 million, and the remainder with respect to each
Initial Vessel will be paid upon delivery of such vessel, which
will total $1,569.6 million for all Initial Vessels.
Today, we also closed the acquisitions of 100%
of the equity interests in each of the vessel-owning companies of
the LNG/Cs Alcaios I, Antaios I, Athlos and Archon (the “Remaining
Vessels”) concurrently with entry into the Vessel SPAs for the
Remaining Vessels. Upon entry into the Vessel SPAs for the
Remaining Vessels, we paid to Capital Maritime the aggregate
purchase price for the Remaining Vessels of $138.1 million. We have
taken over the obligations of the vessel-owning companies under the
respective shipbuilding contracts with Hyundai and we expect to pay
an additional total amount of $909.9 million to Hyundai in
pre-delivery and delivery installments.
$500.0 million Rights Offering and
$220.0 million Sellers’ Credit
Pursuant to the Umbrella Agreement, we conducted
a rights offering to finance $500.0 million of the purchase price
for the Vessels (the “Rights Offering”). As previously announced,
the subscription period for the Rights Offering expired at 5:00
p.m., New York City time, on December 13, 2023. The Rights Offering
resulted in subscriptions for 445,988 common units representing
limited partnership interests in CPLP (the “Common Units”) offered
at an exercise price of $14.25 per Common Unit.
Capital Maritime purchased 34,641,731 Common
Units that were not issued pursuant to the Rights Offering for an
aggregate amount of $493.6 million pursuant to a standby purchase
agreement with CPLP (the “Standby Purchase Agreement”). Following
the Rights Offering, Capital Maritime owns 39,808,881 Common Units,
representing 72.3% of the Common Units outstanding (40,962,727
Common Units together with the Common Units owned by Capital Gas
Corp., an affiliate of Capital Maritime, representing 74.4% of the
Common Units outstanding) excluding 870,522 treasury units and
348,570 general partner units.
In addition to commercial debt and the Rights
Offering, Capital Maritime also issued to us an unsecured seller’s
credit in an amount equal to $220.0 million to finance a portion of
the purchase price for the Vessels. The Seller’s Credit Agreement
provides for interest at a rate of 7.5% per annum and has a
maturity date of June 30, 2027.
Post-Closing Actions and Rights of First
Refusal
Following the closing of the Umbrella Agreement,
we intend to explore the disposal of our container vessels and
abstain from acquiring additional container vessels. Pursuant to
the Umbrella Agreement, we also agreed to change our name. Further,
we, Capital Maritime and the General Partner have agreed to, in
good faith negotiate and jointly work with tax and other advisors
to agree terms for the conversion from a Marshall Islands limited
partnership to a corporation with customary corporate governance
provisions by June 21, 2024.
In connection with the change of our business
focus to concentrate on the LNG/C market, Capital Maritime granted
us, beginning on December 21, 2023, rights of first refusal over
(i) transfers of LNG/C vessels owned by Capital Maritime to third
parties, opportunities to order newbuild LNG/C vessels of which
Capital Maritime becomes aware, and employment opportunities for
LNG/C vessels of which Capital Maritime becomes aware, in each
case, for a period ending on December 21, 2033, (ii) transfers to
third parties of two certain liquid CO2 carriers and two certain
ammonia carriers recently ordered by Capital Maritime (the “New
Energy Vessels”) for a period ending when Capital Maritime and its
affiliates no longer beneficially own at least 25% of the issued
and outstanding common units and (iii) if we acquire a New Energy
Vessel from Capital Maritime, employment opportunities for such New
Energy Vessel of which Capital Maritime becomes aware, for a period
ending when Capital Maritime and its affiliates no longer
beneficially own at least 25% of the issued and outstanding common
units.
Management Commentary
Mr. Jerry Kalogiratos, Chief Executive
Officer of our General Partner, commented:
“We are very pleased to see the closing of this
very important first step in the transformation of the Partnership
into a one of the largest US listed owners of two stroke, latest
generation LNG carriers. Together with the other steps that we have
laid out such as the transformation of the Partnership into a
corporation, we hope to over time attract additional investor
interest and allow our equity valuation to move closer to our
peers.”
About Capital Product Partners
L.P.
Capital Product Partners L.P. (NASDAQ: CPLP), a
Marshall Islands master limited partnership, is an international
owner of ocean-going vessels. CPLP currently owns 23 vessels,
including eight latest generation LNG carrier vessels,
12 Neo-Panamax container vessels and three Panamax
container vessels. It has agreed to acquire an additional 10 latest
generation LNG carriers between 2024 to 2027.
For more information about the Partnership,
please visit: www.capitalpplp.com.
Forward-Looking Statements
This communication includes forward-looking
statements (as such term is defined in Section 21E of the
Securities Exchange Act of 1934, as amended). These statements can
be identified by the fact that they do not relate only to
historical or current facts. In particular, forward-looking
statements include all statements that express forecasts,
expectations, plans, outlook, objectives and projections with
respect to future matters, including, among other things, the
transaction contemplated pursuant to the Umbrella Agreement, our
expected performance following such transactions, our expectations
or objectives regarding future distributions and market and charter
rates expectations. These forward-looking statements involve risks
and uncertainties that could cause the stated or forecasted results
to be materially different from those anticipated, including but
not limited to adverse change in the LNG commodity and shipping
markets in general including container shipping markets, changes in
interest rates and interest rates expectations, changes in the
availability and cost of vessel financing, the ability of our
counterparties to perform under the respective contracts including
charter parties and ship building contracts, material changes in
the operating expenses and maintenance capex of our vessels and
material changes in the regulatory environment for shipping. For a
discussion of some of the factors that could materially affect the
outcome of forward-looking statements and other risks and
uncertainties, see “Risk Factors” in our annual report on Form 20-F
filed with the SEC on April 26, 2023. Unless required by law, we
expressly disclaim any obligation to update or revise any of these
forward-looking statements, whether because of future events, new
information, a change in our views or expectations, to conform them
to actual results or otherwise. We make no prediction or statement
about the performance of our common units.
Contact Details:
Capital GP L.L.C.Jerry KalogiratosCEOTel. +30
(210) 4584 950E-mail: j.kalogiratos@capitalpplp.com
Capital GP L.L.C.Nikos KalapotharakosCFOTel.
+30 (210) 4584
950E-mail: n.kalapotharakos@capitalmaritime.com
Investor Relations / MediaNicolas
BornozisCapital Link, Inc. (New York)Tel.
+1-212-661-7566E-mail: cplp@capitallink.com
Capital Product Partners (NASDAQ:CPLP)
過去 株価チャート
から 8 2024 まで 9 2024
Capital Product Partners (NASDAQ:CPLP)
過去 株価チャート
から 9 2023 まで 9 2024