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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, 22 March 24
INDONESIA APPROVES 922.14 MLN T COAL PRODUCTION QUOTA FOR 2024, ABOVE TARGET - REUTERS
Indonesia has approved coal production quotas totalling 922.14 million metric tons for 2024, Bambang Suswantono, a senior official at the mining mi ...
Friday, 22 March 24
CHINA COAL INDUSTRY GROUP EXPECTS OUTPUT GROWTH TO SLOW IN 2024 - REUTERS
China’s coal output is expected to increase 36 million metric tons, or 0.8%, to about 4.7 billion tonnes in 2024, a Chinese coal industry gro ...
Monday, 18 March 24
THREE KEY TAKEAWAYS FROM OUR EUROPE GAS MARKETS SHORT-TERM OUTLOOK Q1 2024 - WOOD MACKENZIE
European gas prices are currently back to pre-crisis levels, but with a complex series of factors affecting future supply and demand, are they set ...
Wednesday, 06 March 24
INDONESIA AIMS TO FINISH MINING OUTPUT QUOTAS APPROVAL BY END-MARCH, OFFICIAL SAYS - REUTERS
Indonesia’s has approved the mining production quotarequests from more than 120mineral companies and aims to complete the approval process th ...
Monday, 04 March 24
IS YOUR GUARANTEE A GUARANTEE? NOTE TO SHIPOWNERS - GARD
KNOWLEDGE TO ELEVATE
The law of guarantees is not always obvious or easy to understand without proper guidance. This article clarifies the dif ...
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- Straits Asia Resources Limited - Singapore
- Posco Energy - South Korea
- Ministry of Transport, Egypt
- Semirara Mining and Power Corporation, Philippines
- Meenaskhi Energy Private Limited - India
- PTC India Limited - India
- Vizag Seaport Private Limited - India
- ICICI Bank Limited - India
- LBH Netherlands Bv - Netherlands
- Gujarat Sidhee Cement - India
- Mintek Dendrill Indonesia
- Ind-Barath Power Infra Limited - India
- Ambuja Cements Ltd - India
- Manunggal Multi Energi - Indonesia
- PowerSource Philippines DevCo
- Makarim & Taira - Indonesia
- Deloitte Consulting - India
- Bhoruka Overseas - Indonesia
- Xindia Steels Limited - India
- Tamil Nadu electricity Board
- OPG Power Generation Pvt Ltd - India
- Energy Development Corp, Philippines
- Thiess Contractors Indonesia
- Kepco SPC Power Corporation, Philippines
- San Jose City I Power Corp, Philippines
- Commonwealth Bank - Australia
- Chettinad Cement Corporation Ltd - India
- Interocean Group of Companies - India
- Mercuria Energy - Indonesia
- Cigading International Bulk Terminal - Indonesia
- Altura Mining Limited, Indonesia
- Kobexindo Tractors - Indoneisa
- Tata Chemicals Ltd - India
- Kohat Cement Company Ltd. - Pakistan
- Goldman Sachs - Singapore
- Singapore Mercantile Exchange
- Globalindo Alam Lestari - Indonesia
- Samtan Co., Ltd - South Korea
- Oldendorff Carriers - Singapore
- Heidelberg Cement - Germany
- Billiton Holdings Pty Ltd - Australia
- Merrill Lynch Commodities Europe
- The Treasury - Australian Government
- Coastal Gujarat Power Limited - India
- Holcim Trading Pte Ltd - Singapore
- European Bulk Services B.V. - Netherlands
- Parry Sugars Refinery, India
- Jindal Steel & Power Ltd - India
- Uttam Galva Steels Limited - India
- Lanco Infratech Ltd - India
- IHS Mccloskey Coal Group - USA
- ASAPP Information Group - India
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- MS Steel International - UAE
- Sical Logistics Limited - India
- Power Finance Corporation Ltd., India
- Pipit Mutiara Jaya. PT, Indonesia
- Wilmar Investment Holdings
- Binh Thuan Hamico - Vietnam
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Sakthi Sugars Limited - India
- Electricity Authority, New Zealand
- SN Aboitiz Power Inc, Philippines
- Jorong Barutama Greston.PT - Indonesia
- Bulk Trading Sa - Switzerland
- Bukit Makmur.PT - Indonesia
- Salva Resources Pvt Ltd - India
- Indonesian Coal Mining Association
- Simpson Spence & Young - Indonesia
- Marubeni Corporation - India
- CIMB Investment Bank - Malaysia
- GAC Shipping (India) Pvt Ltd
- Agrawal Coal Company - India
- Siam City Cement - Thailand
- Trasteel International SA, Italy
- Aboitiz Power Corporation - Philippines
- Energy Link Ltd, New Zealand
- Bangladesh Power Developement Board
- Asmin Koalindo Tuhup - Indonesia
- Sree Jayajothi Cements Limited - India
- Renaissance Capital - South Africa
- McConnell Dowell - Australia
- Borneo Indobara - Indonesia
- Formosa Plastics Group - Taiwan
- Gujarat Mineral Development Corp Ltd - India
- Indo Tambangraya Megah - Indonesia
- Aditya Birla Group - India
- Standard Chartered Bank - UAE
- Sarangani Energy Corporation, Philippines
- Vedanta Resources Plc - India
- Videocon Industries ltd - India
- London Commodity Brokers - England
- Dalmia Cement Bharat India
- Banpu Public Company Limited - Thailand
- Australian Commodity Traders Exchange
- India Bulls Power Limited - India
- Price Waterhouse Coopers - Russia
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Minerals Council of Australia
- Parliament of New Zealand
- Vijayanagar Sugar Pvt Ltd - India
- Iligan Light & Power Inc, Philippines
- Electricity Generating Authority of Thailand
- Sojitz Corporation - Japan
- International Coal Ventures Pvt Ltd - India
- Eastern Coal Council - USA
- Coal and Oil Company - UAE
- Attock Cement Pakistan Limited
- Krishnapatnam Port Company Ltd. - India
- Kaltim Prima Coal - Indonesia
- Africa Commodities Group - South Africa
- Jaiprakash Power Ventures ltd
- Bukit Asam (Persero) Tbk - Indonesia
- Bayan Resources Tbk. - Indonesia
- PetroVietnam Power Coal Import and Supply Company
- Planning Commission, India
- Kartika Selabumi Mining - Indonesia
- Toyota Tsusho Corporation, Japan
- Karaikal Port Pvt Ltd - India
- White Energy Company Limited
- Offshore Bulk Terminal Pte Ltd, Singapore
- CNBM International Corporation - China
- Alfred C Toepfer International GmbH - Germany
- Bukit Baiduri Energy - Indonesia
- Central Java Power - Indonesia
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- The State Trading Corporation of India Ltd
- Global Green Power PLC Corporation, Philippines
- Indian Energy Exchange, India
- AsiaOL BioFuels Corp., Philippines
- Romanian Commodities Exchange
- New Zealand Coal & Carbon
- Pendopo Energi Batubara - Indonesia
- Rashtriya Ispat Nigam Limited - India
- Kapuas Tunggal Persada - Indonesia
- Sindya Power Generating Company Private Ltd
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- TNB Fuel Sdn Bhd - Malaysia
- Petrochimia International Co. Ltd.- Taiwan
- GMR Energy Limited - India
- Kalimantan Lumbung Energi - Indonesia
- Miang Besar Coal Terminal - Indonesia
- Global Coal Blending Company Limited - Australia
- Star Paper Mills Limited - India
- Independent Power Producers Association of India
- Medco Energi Mining Internasional
- Antam Resourcindo - Indonesia
- Directorate General of MIneral and Coal - Indonesia
- Georgia Ports Authority, United States
- Coalindo Energy - Indonesia
- SMG Consultants - Indonesia
- Therma Luzon, Inc, Philippines
- Edison Trading Spa - Italy
- Maharashtra Electricity Regulatory Commission - India
- Ministry of Mines - Canada
- Carbofer General Trading SA - India
- Thai Mozambique Logistica
- Malabar Cements Ltd - India
- Latin American Coal - Colombia
- Kumho Petrochemical, South Korea
- Australian Coal Association
- Bank of Tokyo Mitsubishi UFJ Ltd
- Larsen & Toubro Limited - India
- Bhushan Steel Limited - India
- Bahari Cakrawala Sebuku - Indonesia
- Directorate Of Revenue Intelligence - India
- Cement Manufacturers Association - India
- Chamber of Mines of South Africa
- Bharathi Cement Corporation - India
- Indogreen Group - Indonesia
- Siam City Cement PLC, Thailand
- Metalloyd Limited - United Kingdom
- Port Waratah Coal Services - Australia
- Timah Investasi Mineral - Indoneisa
- Central Electricity Authority - India
- Riau Bara Harum - Indonesia
- PNOC Exploration Corporation - Philippines
- Sinarmas Energy and Mining - Indonesia
- Mercator Lines Limited - India
- Karbindo Abesyapradhi - Indoneisa
- Intertek Mineral Services - Indonesia
- Eastern Energy - Thailand
- Essar Steel Hazira Ltd - India
- GVK Power & Infra Limited - India
- Anglo American - United Kingdom
- GN Power Mariveles Coal Plant, Philippines
- Indika Energy - Indonesia
- VISA Power Limited - India
- Neyveli Lignite Corporation Ltd, - India
- Savvy Resources Ltd - HongKong
- South Luzon Thermal Energy Corporation
- Gujarat Electricity Regulatory Commission - India
- Maheswari Brothers Coal Limited - India
- Bhatia International Limited - India
- The University of Queensland
- Rio Tinto Coal - Australia
- Mjunction Services Limited - India
- Baramulti Group, Indonesia
- Kideco Jaya Agung - Indonesia
- Leighton Contractors Pty Ltd - Australia
- Economic Council, Georgia
- Ceylon Electricity Board - Sri Lanka
- Wood Mackenzie - Singapore
- Madhucon Powers Ltd - India
- Semirara Mining Corp, Philippines
- TeaM Sual Corporation - Philippines
- Orica Australia Pty. Ltd.
- Meralco Power Generation, Philippines
- Ministry of Finance - Indonesia
- SMC Global Power, Philippines
- Petron Corporation, Philippines
- IEA Clean Coal Centre - UK
- Grasim Industreis Ltd - India
- Barasentosa Lestari - Indonesia
- Global Business Power Corporation, Philippines
- Orica Mining Services - Indonesia
- Indian Oil Corporation Limited
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