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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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- Kideco Jaya Agung - Indonesia
- The Treasury - Australian Government
- Pendopo Energi Batubara - Indonesia
- Wood Mackenzie - Singapore
- Bhoruka Overseas - Indonesia
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Jorong Barutama Greston.PT - Indonesia
- International Coal Ventures Pvt Ltd - India
- Siam City Cement - Thailand
- Rashtriya Ispat Nigam Limited - India
- Vedanta Resources Plc - India
- Indian Energy Exchange, India
- McConnell Dowell - Australia
- Central Electricity Authority - India
- Singapore Mercantile Exchange
- Kaltim Prima Coal - Indonesia
- Tata Chemicals Ltd - India
- Global Coal Blending Company Limited - Australia
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- PTC India Limited - India
- Latin American Coal - Colombia
- Aboitiz Power Corporation - Philippines
- Planning Commission, India
- Thiess Contractors Indonesia
- Maheswari Brothers Coal Limited - India
- Renaissance Capital - South Africa
- Bayan Resources Tbk. - Indonesia
- Toyota Tsusho Corporation, Japan
- CIMB Investment Bank - Malaysia
- Gujarat Electricity Regulatory Commission - India
- Timah Investasi Mineral - Indoneisa
- PowerSource Philippines DevCo
- Leighton Contractors Pty Ltd - Australia
- Anglo American - United Kingdom
- Star Paper Mills Limited - India
- Aditya Birla Group - India
- IHS Mccloskey Coal Group - USA
- Price Waterhouse Coopers - Russia
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Karaikal Port Pvt Ltd - India
- The State Trading Corporation of India Ltd
- Global Green Power PLC Corporation, Philippines
- Standard Chartered Bank - UAE
- VISA Power Limited - India
- Sical Logistics Limited - India
- Bukit Baiduri Energy - Indonesia
- Dalmia Cement Bharat India
- Ministry of Finance - Indonesia
- Africa Commodities Group - South Africa
- Indika Energy - Indonesia
- Straits Asia Resources Limited - Singapore
- OPG Power Generation Pvt Ltd - India
- TeaM Sual Corporation - Philippines
- Krishnapatnam Port Company Ltd. - India
- Lanco Infratech Ltd - India
- India Bulls Power Limited - India
- Binh Thuan Hamico - Vietnam
- Economic Council, Georgia
- Eastern Coal Council - USA
- Salva Resources Pvt Ltd - India
- Kapuas Tunggal Persada - Indonesia
- Eastern Energy - Thailand
- Bank of Tokyo Mitsubishi UFJ Ltd
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- CNBM International Corporation - China
- Ministry of Transport, Egypt
- Trasteel International SA, Italy
- New Zealand Coal & Carbon
- TNB Fuel Sdn Bhd - Malaysia
- SN Aboitiz Power Inc, Philippines
- Bukit Makmur.PT - Indonesia
- Kartika Selabumi Mining - Indonesia
- Attock Cement Pakistan Limited
- Pipit Mutiara Jaya. PT, Indonesia
- Madhucon Powers Ltd - India
- Kepco SPC Power Corporation, Philippines
- Bukit Asam (Persero) Tbk - Indonesia
- Kohat Cement Company Ltd. - Pakistan
- Cigading International Bulk Terminal - Indonesia
- Electricity Generating Authority of Thailand
- Semirara Mining and Power Corporation, Philippines
- The University of Queensland
- Mjunction Services Limited - India
- Riau Bara Harum - Indonesia
- Oldendorff Carriers - Singapore
- Australian Commodity Traders Exchange
- Wilmar Investment Holdings
- London Commodity Brokers - England
- Barasentosa Lestari - Indonesia
- Therma Luzon, Inc, Philippines
- Thai Mozambique Logistica
- Australian Coal Association
- Ceylon Electricity Board - Sri Lanka
- Parry Sugars Refinery, India
- Samtan Co., Ltd - South Korea
- Sree Jayajothi Cements Limited - India
- GMR Energy Limited - India
- Mercuria Energy - Indonesia
- SMG Consultants - Indonesia
- Gujarat Mineral Development Corp Ltd - India
- Videocon Industries ltd - India
- Medco Energi Mining Internasional
- GAC Shipping (India) Pvt Ltd
- Sakthi Sugars Limited - India
- Gujarat Sidhee Cement - India
- Vizag Seaport Private Limited - India
- Ambuja Cements Ltd - India
- Miang Besar Coal Terminal - Indonesia
- Jindal Steel & Power Ltd - India
- White Energy Company Limited
- Indian Oil Corporation Limited
- PetroVietnam Power Coal Import and Supply Company
- Alfred C Toepfer International GmbH - Germany
- Petron Corporation, Philippines
- Orica Mining Services - Indonesia
- ASAPP Information Group - India
- Antam Resourcindo - Indonesia
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Ind-Barath Power Infra Limited - India
- Cement Manufacturers Association - India
- South Luzon Thermal Energy Corporation
- Sinarmas Energy and Mining - Indonesia
- Offshore Bulk Terminal Pte Ltd, Singapore
- Essar Steel Hazira Ltd - India
- Minerals Council of Australia
- Commonwealth Bank - Australia
- Mintek Dendrill Indonesia
- Directorate Of Revenue Intelligence - India
- Borneo Indobara - Indonesia
- Holcim Trading Pte Ltd - Singapore
- Bharathi Cement Corporation - India
- Metalloyd Limited - United Kingdom
- Energy Link Ltd, New Zealand
- Grasim Industreis Ltd - India
- Rio Tinto Coal - Australia
- Romanian Commodities Exchange
- Coastal Gujarat Power Limited - India
- Makarim & Taira - Indonesia
- Agrawal Coal Company - India
- Savvy Resources Ltd - HongKong
- Edison Trading Spa - Italy
- AsiaOL BioFuels Corp., Philippines
- Formosa Plastics Group - Taiwan
- GN Power Mariveles Coal Plant, Philippines
- Iligan Light & Power Inc, Philippines
- Interocean Group of Companies - India
- Chamber of Mines of South Africa
- Billiton Holdings Pty Ltd - Australia
- Kumho Petrochemical, South Korea
- Banpu Public Company Limited - Thailand
- Siam City Cement PLC, Thailand
- Neyveli Lignite Corporation Ltd, - India
- Globalindo Alam Lestari - Indonesia
- Vijayanagar Sugar Pvt Ltd - India
- Indo Tambangraya Megah - Indonesia
- Coalindo Energy - Indonesia
- Electricity Authority, New Zealand
- Kalimantan Lumbung Energi - Indonesia
- Malabar Cements Ltd - India
- Deloitte Consulting - India
- GVK Power & Infra Limited - India
- Jaiprakash Power Ventures ltd
- Xindia Steels Limited - India
- Altura Mining Limited, Indonesia
- Bhatia International Limited - India
- PNOC Exploration Corporation - Philippines
- LBH Netherlands Bv - Netherlands
- Meralco Power Generation, Philippines
- Mercator Lines Limited - India
- Independent Power Producers Association of India
- Semirara Mining Corp, Philippines
- Baramulti Group, Indonesia
- Posco Energy - South Korea
- Carbofer General Trading SA - India
- Heidelberg Cement - Germany
- Asmin Koalindo Tuhup - Indonesia
- Simpson Spence & Young - Indonesia
- Sarangani Energy Corporation, Philippines
- Meenaskhi Energy Private Limited - India
- Central Java Power - Indonesia
- IEA Clean Coal Centre - UK
- ICICI Bank Limited - India
- Indogreen Group - Indonesia
- Georgia Ports Authority, United States
- Bhushan Steel Limited - India
- Tamil Nadu electricity Board
- Coal and Oil Company - UAE
- Goldman Sachs - Singapore
- Bulk Trading Sa - Switzerland
- Manunggal Multi Energi - Indonesia
- SMC Global Power, Philippines
- San Jose City I Power Corp, Philippines
- Port Waratah Coal Services - Australia
- Kobexindo Tractors - Indoneisa
- Power Finance Corporation Ltd., India
- Petrochimia International Co. Ltd.- Taiwan
- Ministry of Mines - Canada
- Bangladesh Power Developement Board
- MS Steel International - UAE
- Intertek Mineral Services - Indonesia
- Larsen & Toubro Limited - India
- Sindya Power Generating Company Private Ltd
- Sojitz Corporation - Japan
- Parliament of New Zealand
- Chettinad Cement Corporation Ltd - India
- Indonesian Coal Mining Association
- Uttam Galva Steels Limited - India
- European Bulk Services B.V. - Netherlands
- Orica Australia Pty. Ltd.
- Energy Development Corp, Philippines
- Karbindo Abesyapradhi - Indoneisa
- Maharashtra Electricity Regulatory Commission - India
- Merrill Lynch Commodities Europe
- Bahari Cakrawala Sebuku - Indonesia
- Marubeni Corporation - India
- Directorate General of MIneral and Coal - Indonesia
- Global Business Power Corporation, Philippines
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