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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, 02 February 24
DRY BULK MARKET: THE DOWNWARD REVISION IN THE GROWTH OF CAPESIZE TONNE DAYS IN JANUARY WITH THE BCI DROPPING - MARIA BERTZELETOU
In the last week of January, the dry freight market sustained weakness in the Capesize segment, while the number of ballasters in the Southeast (SE ...
Friday, 02 February 24
COAL INDIA ACHIEVES NEARLY 80% OF ITS FY24 PRODUCTION TARGET IN TEN MONTHS - CNBCTV18
For the month of January, the company’s production grew by 9.1% from the same period last year to 78.4 Million Tonnes (MT), from 71.9 MT last ...
Thursday, 01 February 24
CHINA'S WIND, SOLAR CAPACITY TO OVERTAKE COAL IN 2024 - INDUSTRY BODY, REUTERS REPORTED
China’s installed wind and solar capacity is expected to overtake coal for the first time this year, according to industry forecasts.
&nb ...
Thursday, 01 February 24
ANTI-DEDUCTION CLAUSES: CAN A CHARTERER WITHHOLD HIRE WITHOUT AN OWNER'S CONSENT? - SKULD
KNOWLEDGE TO ELEVATE
Summary
In The Anna Dorothea, the Court found that where a charterparty provides that no deduction from hire may be m ...
Thursday, 01 February 24
INDIA REBUILDS COAL STOCKS TO ENSURE ELECTRIC RELIABILITY - REUTERS
India’s electricity supply is much more comfortable at the start of 2024 than in either 2023 or 2022 as coal production has ramped up and the ...
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- Banpu Public Company Limited - Thailand
- Chettinad Cement Corporation Ltd - India
- Indonesian Coal Mining Association
- Sical Logistics Limited - India
- Karbindo Abesyapradhi - Indoneisa
- Bahari Cakrawala Sebuku - Indonesia
- Bhoruka Overseas - Indonesia
- Binh Thuan Hamico - Vietnam
- Marubeni Corporation - India
- IEA Clean Coal Centre - UK
- Sakthi Sugars Limited - India
- India Bulls Power Limited - India
- Coalindo Energy - Indonesia
- Orica Mining Services - Indonesia
- Meenaskhi Energy Private Limited - India
- Merrill Lynch Commodities Europe
- Neyveli Lignite Corporation Ltd, - India
- Maharashtra Electricity Regulatory Commission - India
- Leighton Contractors Pty Ltd - Australia
- Miang Besar Coal Terminal - Indonesia
- Ministry of Transport, Egypt
- SMG Consultants - Indonesia
- Indian Energy Exchange, India
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- Chamber of Mines of South Africa
- Malabar Cements Ltd - India
- Commonwealth Bank - Australia
- Heidelberg Cement - Germany
- PNOC Exploration Corporation - Philippines
- Siam City Cement PLC, Thailand
- Orica Australia Pty. Ltd.
- Singapore Mercantile Exchange
- Globalindo Alam Lestari - Indonesia
- MS Steel International - UAE
- Star Paper Mills Limited - India
- Straits Asia Resources Limited - Singapore
- Sojitz Corporation - Japan
- Maheswari Brothers Coal Limited - India
- Bank of Tokyo Mitsubishi UFJ Ltd
- GAC Shipping (India) Pvt Ltd
- Rio Tinto Coal - Australia
- GMR Energy Limited - India
- Bharathi Cement Corporation - India
- Cement Manufacturers Association - India
- Attock Cement Pakistan Limited
- Grasim Industreis Ltd - India
- Indika Energy - Indonesia
- Madhucon Powers Ltd - India
- Sree Jayajothi Cements Limited - India
- Vizag Seaport Private Limited - India
- Posco Energy - South Korea
- Ceylon Electricity Board - Sri Lanka
- Romanian Commodities Exchange
- Karaikal Port Pvt Ltd - India
- Petrochimia International Co. Ltd.- Taiwan
- Minerals Council of Australia
- Aditya Birla Group - India
- Anglo American - United Kingdom
- Ind-Barath Power Infra Limited - India
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- International Coal Ventures Pvt Ltd - India
- White Energy Company Limited
- Formosa Plastics Group - Taiwan
- ICICI Bank Limited - India
- Tamil Nadu electricity Board
- Borneo Indobara - Indonesia
- Riau Bara Harum - Indonesia
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Agrawal Coal Company - India
- Vijayanagar Sugar Pvt Ltd - India
- Semirara Mining and Power Corporation, Philippines
- TeaM Sual Corporation - Philippines
- Intertek Mineral Services - Indonesia
- Global Green Power PLC Corporation, Philippines
- London Commodity Brokers - England
- Semirara Mining Corp, Philippines
- Bukit Makmur.PT - Indonesia
- Price Waterhouse Coopers - Russia
- LBH Netherlands Bv - Netherlands
- Port Waratah Coal Services - Australia
- Eastern Energy - Thailand
- Altura Mining Limited, Indonesia
- Meralco Power Generation, Philippines
- Asmin Koalindo Tuhup - Indonesia
- Thiess Contractors Indonesia
- Timah Investasi Mineral - Indoneisa
- Kumho Petrochemical, South Korea
- Kobexindo Tractors - Indoneisa
- ASAPP Information Group - India
- Gujarat Electricity Regulatory Commission - India
- Parry Sugars Refinery, India
- Billiton Holdings Pty Ltd - Australia
- Renaissance Capital - South Africa
- Simpson Spence & Young - Indonesia
- SN Aboitiz Power Inc, Philippines
- Eastern Coal Council - USA
- CNBM International Corporation - China
- Indogreen Group - Indonesia
- Edison Trading Spa - Italy
- San Jose City I Power Corp, Philippines
- AsiaOL BioFuels Corp., Philippines
- Jaiprakash Power Ventures ltd
- Lanco Infratech Ltd - India
- Goldman Sachs - Singapore
- PetroVietnam Power Coal Import and Supply Company
- Wood Mackenzie - Singapore
- Gujarat Mineral Development Corp Ltd - India
- Electricity Authority, New Zealand
- Toyota Tsusho Corporation, Japan
- Kartika Selabumi Mining - Indonesia
- Thai Mozambique Logistica
- Savvy Resources Ltd - HongKong
- Indo Tambangraya Megah - Indonesia
- Bhatia International Limited - India
- Krishnapatnam Port Company Ltd. - India
- Uttam Galva Steels Limited - India
- GN Power Mariveles Coal Plant, Philippines
- Sinarmas Energy and Mining - Indonesia
- Makarim & Taira - Indonesia
- Bangladesh Power Developement Board
- Energy Link Ltd, New Zealand
- Pipit Mutiara Jaya. PT, Indonesia
- Standard Chartered Bank - UAE
- Bukit Asam (Persero) Tbk - Indonesia
- Ministry of Finance - Indonesia
- Iligan Light & Power Inc, Philippines
- South Luzon Thermal Energy Corporation
- Latin American Coal - Colombia
- Larsen & Toubro Limited - India
- PowerSource Philippines DevCo
- Kohat Cement Company Ltd. - Pakistan
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Central Electricity Authority - India
- Sindya Power Generating Company Private Ltd
- Siam City Cement - Thailand
- Mercator Lines Limited - India
- Sarangani Energy Corporation, Philippines
- Tata Chemicals Ltd - India
- Holcim Trading Pte Ltd - Singapore
- Jorong Barutama Greston.PT - Indonesia
- Africa Commodities Group - South Africa
- Salva Resources Pvt Ltd - India
- Global Business Power Corporation, Philippines
- The University of Queensland
- Kepco SPC Power Corporation, Philippines
- Bhushan Steel Limited - India
- Baramulti Group, Indonesia
- Directorate Of Revenue Intelligence - India
- European Bulk Services B.V. - Netherlands
- Trasteel International SA, Italy
- Bulk Trading Sa - Switzerland
- Alfred C Toepfer International GmbH - Germany
- Essar Steel Hazira Ltd - India
- Carbofer General Trading SA - India
- Pendopo Energi Batubara - Indonesia
- Deloitte Consulting - India
- PTC India Limited - India
- SMC Global Power, Philippines
- Kalimantan Lumbung Energi - Indonesia
- Vedanta Resources Plc - India
- Interocean Group of Companies - India
- Coal and Oil Company - UAE
- Australian Coal Association
- Power Finance Corporation Ltd., India
- Dalmia Cement Bharat India
- Kapuas Tunggal Persada - Indonesia
- Economic Council, Georgia
- Ministry of Mines - Canada
- Energy Development Corp, Philippines
- Medco Energi Mining Internasional
- IHS Mccloskey Coal Group - USA
- Aboitiz Power Corporation - Philippines
- Australian Commodity Traders Exchange
- Rashtriya Ispat Nigam Limited - India
- Ambuja Cements Ltd - India
- Kaltim Prima Coal - Indonesia
- Kideco Jaya Agung - Indonesia
- The Treasury - Australian Government
- Mercuria Energy - Indonesia
- Videocon Industries ltd - India
- Manunggal Multi Energi - Indonesia
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Offshore Bulk Terminal Pte Ltd, Singapore
- Bayan Resources Tbk. - Indonesia
- TNB Fuel Sdn Bhd - Malaysia
- CIMB Investment Bank - Malaysia
- Mintek Dendrill Indonesia
- Wilmar Investment Holdings
- McConnell Dowell - Australia
- Bukit Baiduri Energy - Indonesia
- GVK Power & Infra Limited - India
- Jindal Steel & Power Ltd - India
- Gujarat Sidhee Cement - India
- The State Trading Corporation of India Ltd
- Therma Luzon, Inc, Philippines
- Planning Commission, India
- VISA Power Limited - India
- Oldendorff Carriers - Singapore
- Georgia Ports Authority, United States
- Independent Power Producers Association of India
- Mjunction Services Limited - India
- Petron Corporation, Philippines
- Directorate General of MIneral and Coal - Indonesia
- Global Coal Blending Company Limited - Australia
- Parliament of New Zealand
- Samtan Co., Ltd - South Korea
- Electricity Generating Authority of Thailand
- Central Java Power - Indonesia
- Barasentosa Lestari - Indonesia
- Indian Oil Corporation Limited
- OPG Power Generation Pvt Ltd - India
- Antam Resourcindo - Indonesia
- Metalloyd Limited - United Kingdom
- Cigading International Bulk Terminal - Indonesia
- Coastal Gujarat Power Limited - India
- Xindia Steels Limited - India
- New Zealand Coal & Carbon
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