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Tuesday, 14 November 23
CAPITAL PRODUCT PARTNERS L.P. ANNOUNCES TRANSFORMATIVE TRANSACTION INCLUDING THE ACQUISITION OF 11 NEWBUILD LNG CARRIERS FOR $3.1 BILLION
Capital Product Partners L.P. announced that it has entered into an umbrella agreement (the “Umbrella Agreement”) with Capital Maritime & Trading Corp. (“Capital Maritime”) and Capital GP L.L.C. (the “General Partner”) providing for the acquisition of the following 11 newbuild LNG carriers (“LNG/C”) from Capital Maritime for a total acquisition price of $3,130.0 million:
The vessels will be purchased through the acquisition of 100% of the equity interests in the applicable vessel-owning company. The LNG/C Amore Mio I has been delivered in October 2023 and we expect to acquire its vessel-owning company on or about the closing date of the Umbrella Agreement (the “Closing Date”). The acquisition of this vessel was financed through a $196.3 million sale and leaseback transaction between the vessel-owning company and CMB Financial Leasing Co., Ltd (the “Amore Mio I Debt”). For the vessel-owning companies of the LNG/Cs Axios II, Assos, Apostolos Aktoras, Archimidis and Agamemnon (the “Initial Vessels”), we expect to pay on the Closing Date a 10% deposit on their respective purchase prices. We will acquire each Initial Vessel after the applicable vessel’s construction completion and delivery from the shipbuilder. The vessel-owning companies of the LNG/Cs Alcaios I, Antaios I, Athlos and Archon (the “Remaining Vessels”) will be acquired on the Closing Date and we will take over their obligations under the respective shipbuilding contracts with Hyundai. We expect that the total amount due on or about the Closing Date to Capital Maritime will be $454.2 million, reflecting the acquisition of Amore Mio I – net of the Amore Mio I Debt, which is expected to be carried over – the 10% deposit for the Initial Vessels and the amount due for acquiring the Remaining Vessels. On delivery of each Initial Vessel, we will pay the balance of the purchase price for such vessel to Capital Maritime, which will total $1,569.6 million for all Initial Vessels. For the Remaining Vessels, we expect to pay an additional total amount of $909.9 million to Hyundai in pre-delivery and delivery installments. The Closing Date is expected to occur by year end 2023 upon the closing of the rights offering described below.
$500.0 million Rights Offering and $220.0 million Sellers’ Credit
In addition to commercial debt, and in order to finance a portion of the purchase price for the vessels and pursuant to the Umbrella Agreement, (i) Capital Maritime has agreed to issue an unsecured seller’s credit to us in an amount of up to $220.0 million at a fixed rate of 7.5%, repayable on June 30, 2027 and (ii) we will conduct a rights offering to finance $500.0 million of the purchase price.
The rights offering is expected to commence on November 27, 2023 (the “Launch Date”). We will distribute to holders of our common units of record on November 24, 2023 (“the “Record Date”) rights to purchase newly issued common units at a price per common unit equal to the greater of (x) $14.25 and (y) 95% of the volume-weighted average price of the common units trading on the Nasdaq Global Select Market for the period from November 15, 2023 through and including the last trading day immediately prior to the Record Date. The subscription price per common unit in the offering will not be greater than $14.50. The rights will not be transferable. The rights offering will be made only by means of a prospectus supplement and accompanying prospectus. We intend to disseminate the rights certificates and a copy of the prospectus supplement and accompanying prospectus for the offering to Record Date unitholders shortly following the Record Date. In connection with the rights offering, and pursuant to the Umbrella Agreement, we will enter into a standby purchase agreement with Capital Maritime, pursuant to which Capital Maritime shall, subject to customary conditions, purchase 100% of any common units in respect of rights that remain unexercised after completion of the issue at the same offering price per common unit.
Other terms of the Transaction
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 to “Capital New Energy Carriers L.P.” This name change is expected to become effective by December 31, 2023. 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 within six months of the closing of the Umbrella Agreement.
In connection with the change of our business focus to concentrate on the LNG/C market, Capital Maritime agreed to grant to us, beginning on the Closing Date 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 the tenth anniversary of the Closing Date, (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.
The transaction was negotiated and unanimously approved by the conflicts committee of the Board of Directors (“Committee”) and was also unanimously approved by the full Board of Directors. Evercore Group L.L.C. served as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisors to the Committee. Sullivan & Cromwell LLP served as legal advisors to Capital Maritime.
Management Commentary
Mr. Jerry Kalogiratos, Chief Executive Officer of our General Partner, commented:
“We are very pleased to announce this transformative transaction for the Partnership, which we expect to usher Capital Product Partners L.P. to a new chapter in its life as a public listed entity. Upon completion of the 11 LNG/C fleet acquisition, we expect CPLP to transform, into one of the largest US listed shipping companies in terms of enterprise value and the largest owner of two stroke, latest generation LNG carriers compared to the current fleet of its US listed peers. The commitment to change the name of the Partnership to ‘Capital New Energy Carriers L.P.’ and to gradually divest our container vessels, reflects our renewed business focus on LNG and energy transition shipping. We are well positioned to take advantage of the strong fundamentals of the LNG industry with six open LNG/Cs delivering between 2026-2027 and rights of first refusal on a unique fleet of LCO2 and ammonia carriers. We believe that this transaction, together with our stated intention to convert the Partnership into a corporation and to review over time our capital allocation policy, should attract additional investor interest and allow our equity valuation to move closer to our peers.”
“Importantly, the acquisition of the 11 LNG carriers is expected to be transformative across all financial and qualitative metrics for the Partnership, as we expect our contracted revenues to increase by 87% to $3.1 billion, our revenue weighted charter duration to 7.2 years as of the Closing Date and the average age of our LNG fleet to decrease to 3.2 years by the time all LNGCs have been delivered in 2027.”
“Finally, I am pleased to see our largest unitholder and sponsor, Capital Maritime, fully backstop at no additional cost and at a 9.6% premium to the last closing price a $500.0 million rights offering and offer an attractively priced $220.0 million seller’s credit to partly finance this transaction, while giving a right of first refusal on all LNG business and its New Energy newbuilding vessels to CPLP. We believe that the rights offering with the Capital Maritime backstop will allow for all our unitholders to participate without execution risk in the transition of CPLP to an LNG and energy transition focused corporation, which we hope to become a bell weather for the industry.”
Source: Capital Product Partners L.P.
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Friday, 05 January 24
BANGLADESH’S 2023 COAL-FIRED POWER OUTPUT TRIPLED, EASING SHORTAGES - REUTERS
Bangladesh nearly tripled its coal-fired power output in 2023, a Reuters analysis of government data showed, helping it tide over the worst power s ...
Tuesday, 02 January 24
COAL TRADE CONTINUES TO HEAD EAST - BALTIC EXCHANGE
The global coal trade, once concentrated in the Pacific and Atlantic basins, is undergoing a significant transformation, as highlighted in the Inte ...
Tuesday, 02 January 24
COAL CARGOES: AVOIDING EXPLOSION AND SELF-HEATING - GARD
KNOWLEDGE TO ELEVATE
Despite its contribution to greenhouse gas emissions, global coal consumption climbed to an all-time high in 2022 and is ...
Tuesday, 02 January 24
SINOPEC FORECASTS CHINA’S COAL CONSUMPTION TO PEAK AROUND 2025 - REUTERS
China Petrochemical Corp, or Sinopec, expects coal consumption to peak around 2025 at 4.37 billion metric tons, the state energy group said in an o ...
Thursday, 07 December 23
CHINA TO SET UP COAL PRODUCTION RESERVE TO STABILISE PRICES - REUTERS
China will establish a back-up coal production system by 2027 to stabilise prices and secure coal supply, the state planner said on Wednesday, even ...
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- Petrochimia International Co. Ltd.- Taiwan
- IEA Clean Coal Centre - UK
- Vizag Seaport Private Limited - India
- Gujarat Mineral Development Corp Ltd - India
- Siam City Cement PLC, Thailand
- CNBM International Corporation - China
- Salva Resources Pvt Ltd - India
- Sarangani Energy Corporation, Philippines
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- Altura Mining Limited, Indonesia
- Attock Cement Pakistan Limited
- Ceylon Electricity Board - Sri Lanka
- Bayan Resources Tbk. - Indonesia
- Kobexindo Tractors - Indoneisa
- Bank of Tokyo Mitsubishi UFJ Ltd
- Tata Chemicals Ltd - India
- London Commodity Brokers - England
- PTC India Limited - India
- Madhucon Powers Ltd - India
- Kalimantan Lumbung Energi - Indonesia
- Dalmia Cement Bharat India
- Manunggal Multi Energi - Indonesia
- Petron Corporation, Philippines
- Holcim Trading Pte Ltd - Singapore
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Baramulti Group, Indonesia
- South Luzon Thermal Energy Corporation
- Miang Besar Coal Terminal - Indonesia
- Intertek Mineral Services - Indonesia
- SN Aboitiz Power Inc, Philippines
- Price Waterhouse Coopers - Russia
- Mercator Lines Limited - India
- Ministry of Transport, Egypt
- Directorate General of MIneral and Coal - Indonesia
- Maharashtra Electricity Regulatory Commission - India
- Marubeni Corporation - India
- Vijayanagar Sugar Pvt Ltd - India
- Krishnapatnam Port Company Ltd. - India
- OPG Power Generation Pvt Ltd - India
- Globalindo Alam Lestari - Indonesia
- Grasim Industreis Ltd - India
- The Treasury - Australian Government
- Port Waratah Coal Services - Australia
- Oldendorff Carriers - Singapore
- Indonesian Coal Mining Association
- Standard Chartered Bank - UAE
- Mintek Dendrill Indonesia
- Australian Commodity Traders Exchange
- Barasentosa Lestari - Indonesia
- Uttam Galva Steels Limited - India
- Cement Manufacturers Association - India
- Kumho Petrochemical, South Korea
- Economic Council, Georgia
- Sical Logistics Limited - India
- San Jose City I Power Corp, Philippines
- Vedanta Resources Plc - India
- PNOC Exploration Corporation - Philippines
- The State Trading Corporation of India Ltd
- Lanco Infratech Ltd - India
- Thai Mozambique Logistica
- AsiaOL BioFuels Corp., Philippines
- Ministry of Finance - Indonesia
- White Energy Company Limited
- Goldman Sachs - Singapore
- Chettinad Cement Corporation Ltd - India
- Sree Jayajothi Cements Limited - India
- Eastern Energy - Thailand
- Orica Australia Pty. Ltd.
- Asmin Koalindo Tuhup - Indonesia
- Wilmar Investment Holdings
- Borneo Indobara - Indonesia
- SMG Consultants - Indonesia
- Central Electricity Authority - India
- Kepco SPC Power Corporation, Philippines
- Karbindo Abesyapradhi - Indoneisa
- Gujarat Electricity Regulatory Commission - India
- GAC Shipping (India) Pvt Ltd
- Jorong Barutama Greston.PT - Indonesia
- Essar Steel Hazira Ltd - India
- VISA Power Limited - India
- Maheswari Brothers Coal Limited - India
- New Zealand Coal & Carbon
- Tamil Nadu electricity Board
- Pipit Mutiara Jaya. PT, Indonesia
- Edison Trading Spa - Italy
- Georgia Ports Authority, United States
- Kartika Selabumi Mining - Indonesia
- Binh Thuan Hamico - Vietnam
- Toyota Tsusho Corporation, Japan
- Parry Sugars Refinery, India
- Indian Oil Corporation Limited
- Star Paper Mills Limited - India
- Agrawal Coal Company - India
- Singapore Mercantile Exchange
- Meenaskhi Energy Private Limited - India
- Bhushan Steel Limited - India
- IHS Mccloskey Coal Group - USA
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Pendopo Energi Batubara - Indonesia
- Metalloyd Limited - United Kingdom
- Sakthi Sugars Limited - India
- Indo Tambangraya Megah - Indonesia
- Renaissance Capital - South Africa
- Chamber of Mines of South Africa
- McConnell Dowell - Australia
- Bhatia International Limited - India
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- Directorate Of Revenue Intelligence - India
- LBH Netherlands Bv - Netherlands
- Energy Link Ltd, New Zealand
- Indika Energy - Indonesia
- Leighton Contractors Pty Ltd - Australia
- Bulk Trading Sa - Switzerland
- Commonwealth Bank - Australia
- European Bulk Services B.V. - Netherlands
- Kapuas Tunggal Persada - Indonesia
- Anglo American - United Kingdom
- ASAPP Information Group - India
- Rio Tinto Coal - Australia
- Interocean Group of Companies - India
- Gujarat Sidhee Cement - India
- Antam Resourcindo - Indonesia
- CIMB Investment Bank - Malaysia
- Minerals Council of Australia
- Sindya Power Generating Company Private Ltd
- Trasteel International SA, Italy
- Timah Investasi Mineral - Indoneisa
- SMC Global Power, Philippines
- Savvy Resources Ltd - HongKong
- Bhoruka Overseas - Indonesia
- Medco Energi Mining Internasional
- Riau Bara Harum - Indonesia
- Australian Coal Association
- Carbofer General Trading SA - India
- Ministry of Mines - Canada
- Simpson Spence & Young - Indonesia
- Semirara Mining Corp, Philippines
- Alfred C Toepfer International GmbH - Germany
- Straits Asia Resources Limited - Singapore
- Videocon Industries ltd - India
- Bharathi Cement Corporation - India
- Independent Power Producers Association of India
- Billiton Holdings Pty Ltd - Australia
- Global Business Power Corporation, Philippines
- Power Finance Corporation Ltd., India
- Deloitte Consulting - India
- Bukit Baiduri Energy - Indonesia
- Larsen & Toubro Limited - India
- Ind-Barath Power Infra Limited - India
- Posco Energy - South Korea
- PetroVietnam Power Coal Import and Supply Company
- Thiess Contractors Indonesia
- International Coal Ventures Pvt Ltd - India
- Samtan Co., Ltd - South Korea
- Planning Commission, India
- Indogreen Group - Indonesia
- Cigading International Bulk Terminal - Indonesia
- Mjunction Services Limited - India
- Global Coal Blending Company Limited - Australia
- Eastern Coal Council - USA
- Romanian Commodities Exchange
- GMR Energy Limited - India
- Bangladesh Power Developement Board
- Africa Commodities Group - South Africa
- Meralco Power Generation, Philippines
- Malabar Cements Ltd - India
- GN Power Mariveles Coal Plant, Philippines
- Latin American Coal - Colombia
- Aditya Birla Group - India
- Central Java Power - Indonesia
- Makarim & Taira - Indonesia
- Karaikal Port Pvt Ltd - India
- Jindal Steel & Power Ltd - India
- Global Green Power PLC Corporation, Philippines
- Kideco Jaya Agung - Indonesia
- Indian Energy Exchange, India
- Jaiprakash Power Ventures ltd
- Neyveli Lignite Corporation Ltd, - India
- Electricity Authority, New Zealand
- GVK Power & Infra Limited - India
- Sojitz Corporation - Japan
- Parliament of New Zealand
- Iligan Light & Power Inc, Philippines
- Bukit Makmur.PT - Indonesia
- Siam City Cement - Thailand
- Mercuria Energy - Indonesia
- Coal and Oil Company - UAE
- Rashtriya Ispat Nigam Limited - India
- TeaM Sual Corporation - Philippines
- Xindia Steels Limited - India
- Coalindo Energy - Indonesia
- TNB Fuel Sdn Bhd - Malaysia
- MS Steel International - UAE
- The University of Queensland
- Formosa Plastics Group - Taiwan
- Kohat Cement Company Ltd. - Pakistan
- PowerSource Philippines DevCo
- Bukit Asam (Persero) Tbk - Indonesia
- Bahari Cakrawala Sebuku - Indonesia
- Electricity Generating Authority of Thailand
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Sinarmas Energy and Mining - Indonesia
- India Bulls Power Limited - India
- Therma Luzon, Inc, Philippines
- Offshore Bulk Terminal Pte Ltd, Singapore
- Merrill Lynch Commodities Europe
- Kaltim Prima Coal - Indonesia
- Heidelberg Cement - Germany
- Orica Mining Services - Indonesia
- Energy Development Corp, Philippines
- Ambuja Cements Ltd - India
- Wood Mackenzie - Singapore
- Coastal Gujarat Power Limited - India
- Semirara Mining and Power Corporation, Philippines
- ICICI Bank Limited - India
- Aboitiz Power Corporation - Philippines
- Banpu Public Company Limited - Thailand
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