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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, 17 January 23
MARKET INSIGHT - INTERMODAL
Rumor has it that the New Year has come, to set the pace in, for Russia to continue hostilities against Ukraine. Ten months on the go, into Russia& ...
Tuesday, 17 January 23
INDONESIA IS ACCOUNTING FOR 32.3% OF THE GLOBAL SEABORNE COAL MARKET IN 2022 - BENCHERO 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, Benchero ...
Tuesday, 10 January 23
INDONESIAN HBA IS SEEING A SPIKE IN JANUARY 2023 INSTEAD OF A SIGNIFICANT FALL IN DECEMBER 2022
COALspot.com: Indonesian Coal Price Reference up 8.43% in January 2023.
HBA is seeing a dramatic spike in January 2023 i ...
Sunday, 08 January 23
INDIAN COAL POWER PLANTS SHOULD BE COMPENSATED FOR 2022 FORCED GENERATION – REGULATOR : REUTERS
Indian power plants that rely on imported coal should be fully compensated when forced to supply electricity, the country’s power regulator s ...
Sunday, 08 January 23
ELEVATED COAL PRICE A DRAG ON MARGINS OF DOMESTIC BASE METAL PLAYERS: ICRA
The increased price of coal continue to be a drag on the margin of domestic base metal players with no immediate relief in sight, rating agency ICR ...
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- Thiess Contractors Indonesia
- Gujarat Sidhee Cement - India
- Energy Link Ltd, New Zealand
- Simpson Spence & Young - Indonesia
- Bank of Tokyo Mitsubishi UFJ Ltd
- IHS Mccloskey Coal Group - USA
- White Energy Company Limited
- Indogreen Group - Indonesia
- Jindal Steel & Power Ltd - India
- Meralco Power Generation, Philippines
- Electricity Generating Authority of Thailand
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Star Paper Mills Limited - India
- Chettinad Cement Corporation Ltd - India
- Formosa Plastics Group - Taiwan
- Bukit Asam (Persero) Tbk - Indonesia
- CNBM International Corporation - China
- Kartika Selabumi Mining - Indonesia
- Sindya Power Generating Company Private Ltd
- Kohat Cement Company Ltd. - Pakistan
- Larsen & Toubro Limited - India
- The State Trading Corporation of India Ltd
- Central Electricity Authority - India
- Coalindo Energy - Indonesia
- Tata Chemicals Ltd - India
- Mintek Dendrill Indonesia
- Wilmar Investment Holdings
- ICICI Bank Limited - India
- PNOC Exploration Corporation - Philippines
- Vedanta Resources Plc - India
- Renaissance Capital - South Africa
- GVK Power & Infra Limited - India
- Mjunction Services Limited - India
- LBH Netherlands Bv - Netherlands
- Ministry of Mines - Canada
- MS Steel International - UAE
- Central Java Power - Indonesia
- Videocon Industries ltd - India
- GAC Shipping (India) Pvt Ltd
- Altura Mining Limited, Indonesia
- Eastern Coal Council - USA
- Global Business Power Corporation, Philippines
- Vizag Seaport Private Limited - India
- Standard Chartered Bank - UAE
- Asmin Koalindo Tuhup - Indonesia
- Rio Tinto Coal - Australia
- ASAPP Information Group - India
- Bhushan Steel Limited - India
- Kepco SPC Power Corporation, Philippines
- Sree Jayajothi Cements Limited - India
- Aboitiz Power Corporation - Philippines
- San Jose City I Power Corp, Philippines
- Petrochimia International Co. Ltd.- Taiwan
- Coal and Oil Company - UAE
- Independent Power Producers Association of India
- GN Power Mariveles Coal Plant, Philippines
- Offshore Bulk Terminal Pte Ltd, Singapore
- Aditya Birla Group - India
- Manunggal Multi Energi - Indonesia
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- Iligan Light & Power Inc, Philippines
- Latin American Coal - Colombia
- Banpu Public Company Limited - Thailand
- Sojitz Corporation - Japan
- Gujarat Electricity Regulatory Commission - India
- Holcim Trading Pte Ltd - Singapore
- Commonwealth Bank - Australia
- Directorate Of Revenue Intelligence - India
- Alfred C Toepfer International GmbH - Germany
- Georgia Ports Authority, United States
- Indonesian Coal Mining Association
- Siam City Cement PLC, Thailand
- New Zealand Coal & Carbon
- Cement Manufacturers Association - India
- AsiaOL BioFuels Corp., Philippines
- Ministry of Finance - Indonesia
- Anglo American - United Kingdom
- Global Green Power PLC Corporation, Philippines
- Petron Corporation, Philippines
- Australian Coal Association
- Parry Sugars Refinery, India
- Agrawal Coal Company - India
- Mercator Lines Limited - India
- Economic Council, Georgia
- VISA Power Limited - India
- London Commodity Brokers - England
- PowerSource Philippines DevCo
- Power Finance Corporation Ltd., India
- PTC India Limited - India
- Romanian Commodities Exchange
- Leighton Contractors Pty Ltd - Australia
- Samtan Co., Ltd - South Korea
- Essar Steel Hazira Ltd - India
- GMR Energy Limited - India
- Attock Cement Pakistan Limited
- Bhatia International Limited - India
- Orica Mining Services - Indonesia
- Eastern Energy - Thailand
- Bukit Makmur.PT - Indonesia
- SN Aboitiz Power Inc, Philippines
- McConnell Dowell - Australia
- Australian Commodity Traders Exchange
- Binh Thuan Hamico - Vietnam
- SMC Global Power, Philippines
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Cigading International Bulk Terminal - Indonesia
- Lanco Infratech Ltd - India
- Dalmia Cement Bharat India
- Vijayanagar Sugar Pvt Ltd - India
- Neyveli Lignite Corporation Ltd, - India
- Tamil Nadu electricity Board
- Carbofer General Trading SA - India
- Barasentosa Lestari - Indonesia
- Bhoruka Overseas - Indonesia
- Makarim & Taira - Indonesia
- Antam Resourcindo - Indonesia
- Semirara Mining Corp, Philippines
- TeaM Sual Corporation - Philippines
- Uttam Galva Steels Limited - India
- Grasim Industreis Ltd - India
- Bharathi Cement Corporation - India
- Trasteel International SA, Italy
- Marubeni Corporation - India
- Bangladesh Power Developement Board
- Goldman Sachs - Singapore
- Metalloyd Limited - United Kingdom
- Riau Bara Harum - Indonesia
- Rashtriya Ispat Nigam Limited - India
- Edison Trading Spa - Italy
- Miang Besar Coal Terminal - Indonesia
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- Price Waterhouse Coopers - Russia
- Krishnapatnam Port Company Ltd. - India
- Singapore Mercantile Exchange
- Chamber of Mines of South Africa
- Karbindo Abesyapradhi - Indoneisa
- Bukit Baiduri Energy - Indonesia
- Karaikal Port Pvt Ltd - India
- Jorong Barutama Greston.PT - Indonesia
- Sarangani Energy Corporation, Philippines
- The University of Queensland
- Madhucon Powers Ltd - India
- Maharashtra Electricity Regulatory Commission - India
- Africa Commodities Group - South Africa
- Kumho Petrochemical, South Korea
- Kideco Jaya Agung - Indonesia
- South Luzon Thermal Energy Corporation
- Medco Energi Mining Internasional
- Bayan Resources Tbk. - Indonesia
- Therma Luzon, Inc, Philippines
- Indo Tambangraya Megah - Indonesia
- Meenaskhi Energy Private Limited - India
- Sinarmas Energy and Mining - Indonesia
- Toyota Tsusho Corporation, Japan
- Bulk Trading Sa - Switzerland
- Savvy Resources Ltd - HongKong
- Kobexindo Tractors - Indoneisa
- European Bulk Services B.V. - Netherlands
- Xindia Steels Limited - India
- SMG Consultants - Indonesia
- The Treasury - Australian Government
- Siam City Cement - Thailand
- Intertek Mineral Services - Indonesia
- OPG Power Generation Pvt Ltd - India
- Heidelberg Cement - Germany
- Borneo Indobara - Indonesia
- Thai Mozambique Logistica
- Salva Resources Pvt Ltd - India
- Mercuria Energy - Indonesia
- Ministry of Transport, Egypt
- India Bulls Power Limited - India
- Kaltim Prima Coal - Indonesia
- Merrill Lynch Commodities Europe
- Kapuas Tunggal Persada - Indonesia
- Ambuja Cements Ltd - India
- Parliament of New Zealand
- Port Waratah Coal Services - Australia
- Indian Energy Exchange, India
- Indika Energy - Indonesia
- Timah Investasi Mineral - Indoneisa
- Wood Mackenzie - Singapore
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Minerals Council of Australia
- Sical Logistics Limited - India
- Straits Asia Resources Limited - Singapore
- Maheswari Brothers Coal Limited - India
- Malabar Cements Ltd - India
- Globalindo Alam Lestari - Indonesia
- Electricity Authority, New Zealand
- Global Coal Blending Company Limited - Australia
- Pendopo Energi Batubara - Indonesia
- Ceylon Electricity Board - Sri Lanka
- Orica Australia Pty. Ltd.
- Jaiprakash Power Ventures ltd
- Oldendorff Carriers - Singapore
- Semirara Mining and Power Corporation, Philippines
- Posco Energy - South Korea
- IEA Clean Coal Centre - UK
- Bahari Cakrawala Sebuku - Indonesia
- Gujarat Mineral Development Corp Ltd - India
- PetroVietnam Power Coal Import and Supply Company
- Directorate General of MIneral and Coal - Indonesia
- TNB Fuel Sdn Bhd - Malaysia
- Pipit Mutiara Jaya. PT, Indonesia
- CIMB Investment Bank - Malaysia
- Planning Commission, India
- Sakthi Sugars Limited - India
- Ind-Barath Power Infra Limited - India
- Energy Development Corp, Philippines
- Kalimantan Lumbung Energi - Indonesia
- Billiton Holdings Pty Ltd - Australia
- Interocean Group of Companies - India
- Baramulti Group, Indonesia
- Indian Oil Corporation Limited
- International Coal Ventures Pvt Ltd - India
- Deloitte Consulting - India
- Coastal Gujarat Power Limited - India
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