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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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Saturday, 25 March 23
ASIAN CRUDE PALM OIL WATCH 1Q23 - FITCH RATINGS
Malaysian benchmark crude palm oil (CPO) spot prices have averaged around USD915 per tonne (t) so far in 1Q23, sharply lower than the average of ar ...
Saturday, 25 March 23
INDONESIA’S COAL EXPORT INCREASED BY 21.0% YOY TO 388.4 MLN T IN 2022 - BANCHERO COSTA
After a slow start in the first quarter, global coal trade has really picked up pace last year, and is now fully back to pre-Covid levels. In the f ...
Saturday, 25 March 23
GLOBAL LNG-ASIA SPOT PRICES SLIP AS WEAK NORTHERN DEMAND REMAINS - REUTERS
Asian spot prices of liquefied natural gas (LNG) declined this week, falling to a 21-month low, as weak demand in the northeast Asia region continu ...
Wednesday, 22 March 23
OIL PRICE FALL SPECULATIVE, TO HIT $140 BY YEAR-END -ANDURAND: REUTERS
The recent fall in oil prices due to banking jitters is speculative and oil will hit $140 a barrel by the end of the year, hedge fund manager Pierr ...
Wednesday, 22 March 23
MARKET INSIGHT - INTERMODAL
The crude tanker market continues to gather momentum as we head towards the end of 1Q2023, against a backdrop of strong U.S. exports paired with a ...
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- Holcim Trading Pte Ltd - Singapore
- Petrochimia International Co. Ltd.- Taiwan
- Agrawal Coal Company - India
- Banpu Public Company Limited - Thailand
- Petron Corporation, Philippines
- PetroVietnam Power Coal Import and Supply Company
- Metalloyd Limited - United Kingdom
- Energy Link Ltd, New Zealand
- Siam City Cement PLC, Thailand
- Kartika Selabumi Mining - Indonesia
- Malabar Cements Ltd - India
- Altura Mining Limited, Indonesia
- Minerals Council of Australia
- Independent Power Producers Association of India
- Salva Resources Pvt Ltd - India
- Wilmar Investment Holdings
- Kepco SPC Power Corporation, Philippines
- Dalmia Cement Bharat India
- Ceylon Electricity Board - Sri Lanka
- Electricity Authority, New Zealand
- Marubeni Corporation - India
- Offshore Bulk Terminal Pte Ltd, Singapore
- Bharathi Cement Corporation - India
- Commonwealth Bank - Australia
- Standard Chartered Bank - UAE
- PNOC Exploration Corporation - Philippines
- Bhatia International Limited - India
- Aboitiz Power Corporation - Philippines
- Asmin Koalindo Tuhup - Indonesia
- Power Finance Corporation Ltd., India
- LBH Netherlands Bv - Netherlands
- Kalimantan Lumbung Energi - Indonesia
- Vedanta Resources Plc - India
- Vizag Seaport Private Limited - India
- Coalindo Energy - Indonesia
- The University of Queensland
- PowerSource Philippines DevCo
- Leighton Contractors Pty Ltd - Australia
- Central Java Power - Indonesia
- Savvy Resources Ltd - HongKong
- Bank of Tokyo Mitsubishi UFJ Ltd
- Maheswari Brothers Coal Limited - India
- Rashtriya Ispat Nigam Limited - India
- Larsen & Toubro Limited - India
- Thiess Contractors Indonesia
- Therma Luzon, Inc, Philippines
- South Luzon Thermal Energy Corporation
- SMC Global Power, Philippines
- Kapuas Tunggal Persada - Indonesia
- Global Business Power Corporation, Philippines
- Parliament of New Zealand
- Siam City Cement - Thailand
- Eastern Energy - Thailand
- Lanco Infratech Ltd - India
- IHS Mccloskey Coal Group - USA
- Australian Coal Association
- Tamil Nadu electricity Board
- Semirara Mining Corp, Philippines
- Pendopo Energi Batubara - Indonesia
- Electricity Generating Authority of Thailand
- Iligan Light & Power Inc, Philippines
- Semirara Mining and Power Corporation, Philippines
- Interocean Group of Companies - India
- Pipit Mutiara Jaya. PT, Indonesia
- Latin American Coal - Colombia
- Bhoruka Overseas - Indonesia
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Cement Manufacturers Association - India
- Bulk Trading Sa - Switzerland
- Globalindo Alam Lestari - Indonesia
- Barasentosa Lestari - Indonesia
- Baramulti Group, Indonesia
- India Bulls Power Limited - India
- Directorate General of MIneral and Coal - Indonesia
- Oldendorff Carriers - Singapore
- Krishnapatnam Port Company Ltd. - India
- Mjunction Services Limited - India
- Formosa Plastics Group - Taiwan
- London Commodity Brokers - England
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Bhushan Steel Limited - India
- OPG Power Generation Pvt Ltd - India
- The State Trading Corporation of India Ltd
- Bangladesh Power Developement Board
- Jindal Steel & Power Ltd - India
- San Jose City I Power Corp, Philippines
- Kohat Cement Company Ltd. - Pakistan
- Port Waratah Coal Services - Australia
- Indonesian Coal Mining Association
- Uttam Galva Steels Limited - India
- Riau Bara Harum - Indonesia
- Trasteel International SA, Italy
- Videocon Industries ltd - India
- Toyota Tsusho Corporation, Japan
- Essar Steel Hazira Ltd - India
- Sinarmas Energy and Mining - Indonesia
- Billiton Holdings Pty Ltd - Australia
- Eastern Coal Council - USA
- White Energy Company Limited
- Intertek Mineral Services - Indonesia
- GVK Power & Infra Limited - India
- Antam Resourcindo - Indonesia
- GMR Energy Limited - India
- Indika Energy - Indonesia
- Makarim & Taira - Indonesia
- Indian Energy Exchange, India
- Mintek Dendrill Indonesia
- Chettinad Cement Corporation Ltd - India
- Jorong Barutama Greston.PT - Indonesia
- Sindya Power Generating Company Private Ltd
- Madhucon Powers Ltd - India
- Manunggal Multi Energi - Indonesia
- Mercuria Energy - Indonesia
- Chamber of Mines of South Africa
- Kaltim Prima Coal - Indonesia
- Carbofer General Trading SA - India
- Sakthi Sugars Limited - India
- Bahari Cakrawala Sebuku - Indonesia
- Coastal Gujarat Power Limited - India
- Wood Mackenzie - Singapore
- CIMB Investment Bank - Malaysia
- Meenaskhi Energy Private Limited - India
- GN Power Mariveles Coal Plant, Philippines
- Vijayanagar Sugar Pvt Ltd - India
- Indo Tambangraya Megah - Indonesia
- ASAPP Information Group - India
- Parry Sugars Refinery, India
- MS Steel International - UAE
- Australian Commodity Traders Exchange
- Star Paper Mills Limited - India
- Borneo Indobara - Indonesia
- Thai Mozambique Logistica
- Mercator Lines Limited - India
- TNB Fuel Sdn Bhd - Malaysia
- Indogreen Group - Indonesia
- Straits Asia Resources Limited - Singapore
- Romanian Commodities Exchange
- International Coal Ventures Pvt Ltd - India
- Cigading International Bulk Terminal - Indonesia
- IEA Clean Coal Centre - UK
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Aditya Birla Group - India
- Central Electricity Authority - India
- Heidelberg Cement - Germany
- Singapore Mercantile Exchange
- Ambuja Cements Ltd - India
- Meralco Power Generation, Philippines
- Sojitz Corporation - Japan
- Xindia Steels Limited - India
- Neyveli Lignite Corporation Ltd, - India
- Kumho Petrochemical, South Korea
- Simpson Spence & Young - Indonesia
- Gujarat Electricity Regulatory Commission - India
- ICICI Bank Limited - India
- Kobexindo Tractors - Indoneisa
- McConnell Dowell - Australia
- PTC India Limited - India
- Tata Chemicals Ltd - India
- Directorate Of Revenue Intelligence - India
- Karaikal Port Pvt Ltd - India
- Deloitte Consulting - India
- SMG Consultants - Indonesia
- Bukit Baiduri Energy - Indonesia
- Global Green Power PLC Corporation, Philippines
- New Zealand Coal & Carbon
- Africa Commodities Group - South Africa
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- AsiaOL BioFuels Corp., Philippines
- Price Waterhouse Coopers - Russia
- Planning Commission, India
- Renaissance Capital - South Africa
- Attock Cement Pakistan Limited
- Anglo American - United Kingdom
- Samtan Co., Ltd - South Korea
- Bukit Asam (Persero) Tbk - Indonesia
- Economic Council, Georgia
- Ministry of Transport, Egypt
- Medco Energi Mining Internasional
- Sree Jayajothi Cements Limited - India
- Global Coal Blending Company Limited - Australia
- Bayan Resources Tbk. - Indonesia
- European Bulk Services B.V. - Netherlands
- Karbindo Abesyapradhi - Indoneisa
- Timah Investasi Mineral - Indoneisa
- Ind-Barath Power Infra Limited - India
- Rio Tinto Coal - Australia
- SN Aboitiz Power Inc, Philippines
- Miang Besar Coal Terminal - Indonesia
- Goldman Sachs - Singapore
- Energy Development Corp, Philippines
- Ministry of Finance - Indonesia
- Bukit Makmur.PT - Indonesia
- The Treasury - Australian Government
- Sarangani Energy Corporation, Philippines
- Merrill Lynch Commodities Europe
- Binh Thuan Hamico - Vietnam
- Orica Australia Pty. Ltd.
- Grasim Industreis Ltd - India
- Jaiprakash Power Ventures ltd
- Sical Logistics Limited - India
- VISA Power Limited - India
- Orica Mining Services - Indonesia
- Gujarat Sidhee Cement - India
- Gujarat Mineral Development Corp Ltd - India
- Posco Energy - South Korea
- Edison Trading Spa - Italy
- GAC Shipping (India) Pvt Ltd
- CNBM International Corporation - China
- Georgia Ports Authority, United States
- TeaM Sual Corporation - Philippines
- Indian Oil Corporation Limited
- Alfred C Toepfer International GmbH - Germany
- Maharashtra Electricity Regulatory Commission - India
- Kideco Jaya Agung - Indonesia
- Coal and Oil Company - UAE
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- Ministry of Mines - Canada
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