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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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Tuesday, 23 May 23
CHINA COAL OUTPUT UP 4.5 PCT IN APRIL - XINHUA
China’s raw coal output posted stable expansion in April, official data showed.
The country produced 380 million tonnes of raw ...
Saturday, 20 May 23
NON-OPEC OIL SUPPLY DEVELOPMENT - OPEC
In 2022, non-OPEC supply is estimated to have increased by 1.9 mb/d y-o-y. Out of this, US liquids production increased by 1.2 mb/d, mainly on the ...
Saturday, 20 May 23
GLOBAL COAL TRADE HAS REALLY PICKED UP PACE IN RECENT MONTHS, NOW FULLY BACK TO PRE-COVID LEVELS - BANCHERO COSTA
Global coal trade has really picked up pace in recent months, and is now fully back to pre-Covid levels. In Jan-Apr 2023, total global seaborne coa ...
Saturday, 20 May 23
MARKET INSIGHT - INTERMODAL
India is one of the world's largest coal producers and one of the world's largest importers of coal. The country uses coal mainly for power ...
Sunday, 16 April 23
CHINA JUGGLES FOUR MAJOR ECONOMIC CHANGES IN 2023 - WOOD MACKENZIE
Change is afoot in China. Economic growth is slowing, while rising political tensions between China and the US, coupled with global supply chain re ...
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- Vedanta Resources Plc - India
- Sakthi Sugars Limited - India
- India Bulls Power Limited - India
- Madhucon Powers Ltd - India
- Banpu Public Company Limited - Thailand
- Singapore Mercantile Exchange
- European Bulk Services B.V. - Netherlands
- Holcim Trading Pte Ltd - Singapore
- Bayan Resources Tbk. - Indonesia
- Kobexindo Tractors - Indoneisa
- Star Paper Mills Limited - India
- Kohat Cement Company Ltd. - Pakistan
- Riau Bara Harum - Indonesia
- Kapuas Tunggal Persada - Indonesia
- Thai Mozambique Logistica
- Iligan Light & Power Inc, Philippines
- Central Java Power - Indonesia
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Malabar Cements Ltd - India
- Port Waratah Coal Services - Australia
- Bahari Cakrawala Sebuku - Indonesia
- Medco Energi Mining Internasional
- Energy Link Ltd, New Zealand
- Australian Coal Association
- PetroVietnam Power Coal Import and Supply Company
- SN Aboitiz Power Inc, Philippines
- Billiton Holdings Pty Ltd - Australia
- Intertek Mineral Services - Indonesia
- PowerSource Philippines DevCo
- SMG Consultants - Indonesia
- Timah Investasi Mineral - Indoneisa
- Kalimantan Lumbung Energi - Indonesia
- Antam Resourcindo - Indonesia
- CNBM International Corporation - China
- Australian Commodity Traders Exchange
- Directorate General of MIneral and Coal - Indonesia
- Parliament of New Zealand
- GMR Energy Limited - India
- Energy Development Corp, Philippines
- Asmin Koalindo Tuhup - Indonesia
- Offshore Bulk Terminal Pte Ltd, Singapore
- Toyota Tsusho Corporation, Japan
- Orica Australia Pty. Ltd.
- Bukit Asam (Persero) Tbk - Indonesia
- Renaissance Capital - South Africa
- Merrill Lynch Commodities Europe
- GVK Power & Infra Limited - India
- The State Trading Corporation of India Ltd
- Metalloyd Limited - United Kingdom
- Bhoruka Overseas - Indonesia
- Vizag Seaport Private Limited - India
- Directorate Of Revenue Intelligence - India
- OPG Power Generation Pvt Ltd - India
- Gujarat Mineral Development Corp Ltd - India
- CIMB Investment Bank - Malaysia
- Vijayanagar Sugar Pvt Ltd - India
- Ministry of Finance - Indonesia
- Indonesian Coal Mining Association
- Mintek Dendrill Indonesia
- Coalindo Energy - Indonesia
- Jaiprakash Power Ventures ltd
- Sinarmas Energy and Mining - Indonesia
- Goldman Sachs - Singapore
- Savvy Resources Ltd - HongKong
- VISA Power Limited - India
- Price Waterhouse Coopers - Russia
- Wilmar Investment Holdings
- Commonwealth Bank - Australia
- PNOC Exploration Corporation - Philippines
- Kumho Petrochemical, South Korea
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- Trasteel International SA, Italy
- Salva Resources Pvt Ltd - India
- Jindal Steel & Power Ltd - India
- White Energy Company Limited
- TeaM Sual Corporation - Philippines
- The University of Queensland
- Edison Trading Spa - Italy
- Kartika Selabumi Mining - Indonesia
- Aditya Birla Group - India
- Makarim & Taira - Indonesia
- Ind-Barath Power Infra Limited - India
- Ambuja Cements Ltd - India
- Heidelberg Cement - Germany
- Coastal Gujarat Power Limited - India
- Bukit Baiduri Energy - Indonesia
- Interocean Group of Companies - India
- McConnell Dowell - Australia
- Petron Corporation, Philippines
- Carbofer General Trading SA - India
- Meralco Power Generation, Philippines
- Rashtriya Ispat Nigam Limited - India
- Coal and Oil Company - UAE
- Videocon Industries ltd - India
- Borneo Indobara - Indonesia
- PTC India Limited - India
- Lanco Infratech Ltd - India
- Kaltim Prima Coal - Indonesia
- Georgia Ports Authority, United States
- Eastern Coal Council - USA
- Chamber of Mines of South Africa
- Bangladesh Power Developement Board
- Bhatia International Limited - India
- Power Finance Corporation Ltd., India
- New Zealand Coal & Carbon
- Indian Energy Exchange, India
- Attock Cement Pakistan Limited
- Pendopo Energi Batubara - Indonesia
- Pipit Mutiara Jaya. PT, Indonesia
- Siam City Cement PLC, Thailand
- Bulk Trading Sa - Switzerland
- Leighton Contractors Pty Ltd - Australia
- Standard Chartered Bank - UAE
- Indika Energy - Indonesia
- Africa Commodities Group - South Africa
- Eastern Energy - Thailand
- Chettinad Cement Corporation Ltd - India
- Bank of Tokyo Mitsubishi UFJ Ltd
- Straits Asia Resources Limited - Singapore
- Tata Chemicals Ltd - India
- Sojitz Corporation - Japan
- Semirara Mining and Power Corporation, Philippines
- Manunggal Multi Energi - Indonesia
- Mjunction Services Limited - India
- Global Business Power Corporation, Philippines
- LBH Netherlands Bv - Netherlands
- Siam City Cement - Thailand
- IEA Clean Coal Centre - UK
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Indogreen Group - Indonesia
- Agrawal Coal Company - India
- MS Steel International - UAE
- Anglo American - United Kingdom
- Semirara Mining Corp, Philippines
- Rio Tinto Coal - Australia
- AsiaOL BioFuels Corp., Philippines
- Electricity Authority, New Zealand
- Wood Mackenzie - Singapore
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- IHS Mccloskey Coal Group - USA
- Gujarat Electricity Regulatory Commission - India
- Oldendorff Carriers - Singapore
- Samtan Co., Ltd - South Korea
- Mercuria Energy - Indonesia
- GAC Shipping (India) Pvt Ltd
- TNB Fuel Sdn Bhd - Malaysia
- Sarangani Energy Corporation, Philippines
- Krishnapatnam Port Company Ltd. - India
- Formosa Plastics Group - Taiwan
- Bhushan Steel Limited - India
- Jorong Barutama Greston.PT - Indonesia
- Globalindo Alam Lestari - Indonesia
- Xindia Steels Limited - India
- Deloitte Consulting - India
- Sindya Power Generating Company Private Ltd
- Bharathi Cement Corporation - India
- Posco Energy - South Korea
- Romanian Commodities Exchange
- Aboitiz Power Corporation - Philippines
- Independent Power Producers Association of India
- Mercator Lines Limited - India
- Global Green Power PLC Corporation, Philippines
- Larsen & Toubro Limited - India
- Latin American Coal - Colombia
- Marubeni Corporation - India
- Therma Luzon, Inc, Philippines
- Barasentosa Lestari - Indonesia
- International Coal Ventures Pvt Ltd - India
- Kepco SPC Power Corporation, Philippines
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- Planning Commission, India
- Gujarat Sidhee Cement - India
- Karaikal Port Pvt Ltd - India
- Minerals Council of Australia
- Grasim Industreis Ltd - India
- Binh Thuan Hamico - Vietnam
- Uttam Galva Steels Limited - India
- Tamil Nadu electricity Board
- Sree Jayajothi Cements Limited - India
- The Treasury - Australian Government
- Central Electricity Authority - India
- Indian Oil Corporation Limited
- Alfred C Toepfer International GmbH - Germany
- Miang Besar Coal Terminal - Indonesia
- Neyveli Lignite Corporation Ltd, - India
- SMC Global Power, Philippines
- Dalmia Cement Bharat India
- ICICI Bank Limited - India
- South Luzon Thermal Energy Corporation
- ASAPP Information Group - India
- Kideco Jaya Agung - Indonesia
- Electricity Generating Authority of Thailand
- Bukit Makmur.PT - Indonesia
- Meenaskhi Energy Private Limited - India
- Cement Manufacturers Association - India
- San Jose City I Power Corp, Philippines
- Parry Sugars Refinery, India
- Petrochimia International Co. Ltd.- Taiwan
- Altura Mining Limited, Indonesia
- Ministry of Transport, Egypt
- Essar Steel Hazira Ltd - India
- Indo Tambangraya Megah - Indonesia
- GN Power Mariveles Coal Plant, Philippines
- Ceylon Electricity Board - Sri Lanka
- Thiess Contractors Indonesia
- Baramulti Group, Indonesia
- Sical Logistics Limited - India
- Ministry of Mines - Canada
- London Commodity Brokers - England
- Global Coal Blending Company Limited - Australia
- Orica Mining Services - Indonesia
- Karbindo Abesyapradhi - Indoneisa
- Economic Council, Georgia
- Maheswari Brothers Coal Limited - India
- Maharashtra Electricity Regulatory Commission - India
- Simpson Spence & Young - Indonesia
- Cigading International Bulk Terminal - Indonesia
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