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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, 23 February 24
STRONG OUTLOOK FOR THE TANKER MARKET IN 2024 AND BEYOND - DNV
Several factors have aligned over the past two years to create a robust and profitable market for tanker owners, which is expected to drive newbuil ...
Friday, 23 February 24
AUSTRALIAN COAL FLOWS TO ASIA HOVER ABOVE LAST YEAR’S VOLUME TONNES - SIGNAL GROUP
In the final days of February, the dry bulk freight market appeared to maintain a relatively stable momentum, particularly evident in the large ves ...
Friday, 23 February 24
RUSSIAN COAL SHIPMENTS FALL 14% AS SANCTIONS BITE - BIMCO
During the first seven weeks of 2024, Russian coal shipments have fallen 14% y/y. Volumes have gradually declined since October 2023 when logistica ...
Thursday, 22 February 24
BIMCO PUBLISHES SHIP FINANCING FORMS TO ENSURE UNINTERRUPTED USE OF SHIPS
BIMCO has published two standard Quiet Enjoyment Letters (QELs), the first standard form QELs available to the industry, to offer a tool that can e ...
Monday, 19 February 24
METALS INVESTMENT: THE DARKEST HOUR IS JUST BEFORE THE DAWN - WOOD MACKENZIE
Things often seem at their worst just before they get better. In terms of meeting our net zero 2050 scenario, we’ve reached a watershed momen ...
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Showing 31 to 35 news of total 6871 |
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- Intertek Mineral Services - Indonesia
- Romanian Commodities Exchange
- Georgia Ports Authority, United States
- Maheswari Brothers Coal Limited - India
- Africa Commodities Group - South Africa
- Mercuria Energy - Indonesia
- Salva Resources Pvt Ltd - India
- New Zealand Coal & Carbon
- SN Aboitiz Power Inc, Philippines
- Binh Thuan Hamico - Vietnam
- Uttam Galva Steels Limited - India
- Antam Resourcindo - Indonesia
- Tamil Nadu electricity Board
- Goldman Sachs - Singapore
- Kumho Petrochemical, South Korea
- Coastal Gujarat Power Limited - India
- Eastern Coal Council - USA
- Bahari Cakrawala Sebuku - Indonesia
- Ind-Barath Power Infra Limited - India
- Iligan Light & Power Inc, Philippines
- Wilmar Investment Holdings
- Pendopo Energi Batubara - Indonesia
- Gujarat Mineral Development Corp Ltd - India
- Latin American Coal - Colombia
- Therma Luzon, Inc, Philippines
- Maharashtra Electricity Regulatory Commission - India
- Dong Bac Coal Mineral Investment Coporation - Vietnam
- Ministry of Transport, Egypt
- GN Power Mariveles Coal Plant, Philippines
- Dalmia Cement Bharat India
- Bhatia International Limited - India
- Oldendorff Carriers - Singapore
- Simpson Spence & Young - Indonesia
- Directorate Of Revenue Intelligence - India
- Energy Development Corp, Philippines
- Sakthi Sugars Limited - India
- Independent Power Producers Association of India
- Makarim & Taira - Indonesia
- Toyota Tsusho Corporation, Japan
- Ministry of Mines - Canada
- Bharathi Cement Corporation - India
- Mjunction Services Limited - India
- Vizag Seaport Private Limited - India
- Wood Mackenzie - Singapore
- Coalindo Energy - Indonesia
- Australian Coal Association
- Sree Jayajothi Cements Limited - India
- Bhoruka Overseas - Indonesia
- Star Paper Mills Limited - India
- Directorate General of MIneral and Coal - Indonesia
- Indogreen Group - Indonesia
- Asia Pacific Energy Resources Ventures Inc, Philippines
- Orica Mining Services - Indonesia
- PTC India Limited - India
- Chamber of Mines of South Africa
- Orica Australia Pty. Ltd.
- Parliament of New Zealand
- TeaM Sual Corporation - Philippines
- PNOC Exploration Corporation - Philippines
- Port Waratah Coal Services - Australia
- Thai Mozambique Logistica
- Globalindo Alam Lestari - Indonesia
- MS Steel International - UAE
- Interocean Group of Companies - India
- Anglo American - United Kingdom
- IEA Clean Coal Centre - UK
- Renaissance Capital - South Africa
- Sinarmas Energy and Mining - Indonesia
- Billiton Holdings Pty Ltd - Australia
- GMR Energy Limited - India
- Leighton Contractors Pty Ltd - Australia
- European Bulk Services B.V. - Netherlands
- CIMB Investment Bank - Malaysia
- Offshore Bulk Terminal Pte Ltd, Singapore
- Kohat Cement Company Ltd. - Pakistan
- Merrill Lynch Commodities Europe
- Bangladesh Power Developement Board
- Xindia Steels Limited - India
- Riau Bara Harum - Indonesia
- Metalloyd Limited - United Kingdom
- Global Green Power PLC Corporation, Philippines
- Kapuas Tunggal Persada - Indonesia
- Parry Sugars Refinery, India
- Petrochimia International Co. Ltd.- Taiwan
- Singapore Mercantile Exchange
- Formosa Plastics Group - Taiwan
- Eastern Energy - Thailand
- AsiaOL BioFuels Corp., Philippines
- Bukit Baiduri Energy - Indonesia
- Truba Alam Manunggal Engineering.Tbk - Indonesia
- Gujarat Electricity Regulatory Commission - India
- Ceylon Electricity Board - Sri Lanka
- Power Finance Corporation Ltd., India
- Meralco Power Generation, Philippines
- Tata Chemicals Ltd - India
- Economic Council, Georgia
- IHS Mccloskey Coal Group - USA
- Mintek Dendrill Indonesia
- Manunggal Multi Energi - Indonesia
- The Treasury - Australian Government
- Indo Tambangraya Megah - Indonesia
- Minerals Council of Australia
- International Coal Ventures Pvt Ltd - India
- Medco Energi Mining Internasional
- Jorong Barutama Greston.PT - Indonesia
- ASAPP Information Group - India
- Kalimantan Lumbung Energi - Indonesia
- Vijayanagar Sugar Pvt Ltd - India
- Indika Energy - Indonesia
- CNBM International Corporation - China
- Savvy Resources Ltd - HongKong
- Semirara Mining and Power Corporation, Philippines
- Straits Asia Resources Limited - Singapore
- Bhushan Steel Limited - India
- Lanco Infratech Ltd - India
- PowerSource Philippines DevCo
- Karaikal Port Pvt Ltd - India
- San Jose City I Power Corp, Philippines
- Banpu Public Company Limited - Thailand
- Rashtriya Ispat Nigam Limited - India
- Bukit Makmur.PT - Indonesia
- Sindya Power Generating Company Private Ltd
- ICICI Bank Limited - India
- Altura Mining Limited, Indonesia
- Bulk Trading Sa - Switzerland
- GVK Power & Infra Limited - India
- Jaiprakash Power Ventures ltd
- Price Waterhouse Coopers - Russia
- Holcim Trading Pte Ltd - Singapore
- Baramulti Group, Indonesia
- Petron Corporation, Philippines
- GAC Shipping (India) Pvt Ltd
- Kobexindo Tractors - Indoneisa
- TNB Fuel Sdn Bhd - Malaysia
- VISA Power Limited - India
- Indian Energy Exchange, India
- LBH Netherlands Bv - Netherlands
- Larsen & Toubro Limited - India
- SMG Consultants - Indonesia
- Filglen & Citicon Mining (HK) Ltd - Hong Kong
- Trasteel International SA, Italy
- Sical Logistics Limited - India
- Essar Steel Hazira Ltd - India
- Aditya Birla Group - India
- South Luzon Thermal Energy Corporation
- Barasentosa Lestari - Indonesia
- Videocon Industries ltd - India
- Samtan Co., Ltd - South Korea
- Central Java Power - Indonesia
- London Commodity Brokers - England
- The University of Queensland
- Karbindo Abesyapradhi - Indoneisa
- Meenaskhi Energy Private Limited - India
- Dr Ramakrishna Prasad Power Pvt Ltd - India
- Aboitiz Power Corporation - Philippines
- Heidelberg Cement - Germany
- Malabar Cements Ltd - India
- Commonwealth Bank - Australia
- Siam City Cement - Thailand
- SMC Global Power, Philippines
- McConnell Dowell - Australia
- Global Coal Blending Company Limited - Australia
- Kaltim Prima Coal - Indonesia
- Bayan Resources Tbk. - Indonesia
- Carbofer General Trading SA - India
- Neyveli Lignite Corporation Ltd, - India
- Ambuja Cements Ltd - India
- Pipit Mutiara Jaya. PT, Indonesia
- Miang Besar Coal Terminal - Indonesia
- Asmin Koalindo Tuhup - Indonesia
- Standard Chartered Bank - UAE
- PetroVietnam Power Coal Import and Supply Company
- Cigading International Bulk Terminal - Indonesia
- Borneo Indobara - Indonesia
- Coal and Oil Company - UAE
- Bukit Asam (Persero) Tbk - Indonesia
- Energy Link Ltd, New Zealand
- Grasim Industreis Ltd - India
- Deloitte Consulting - India
- Edison Trading Spa - Italy
- Planning Commission, India
- Ministry of Finance - Indonesia
- Electricity Generating Authority of Thailand
- White Energy Company Limited
- Indian Oil Corporation Limited
- Attock Cement Pakistan Limited
- Indonesian Coal Mining Association
- Electricity Authority, New Zealand
- Global Business Power Corporation, Philippines
- Timah Investasi Mineral - Indoneisa
- Semirara Mining Corp, Philippines
- Posco Energy - South Korea
- Mercator Lines Limited - India
- Siam City Cement PLC, Thailand
- Alfred C Toepfer International GmbH - Germany
- Rio Tinto Coal - Australia
- Chettinad Cement Corporation Ltd - India
- India Bulls Power Limited - India
- Krishnapatnam Port Company Ltd. - India
- Australian Commodity Traders Exchange
- OPG Power Generation Pvt Ltd - India
- Central Electricity Authority - India
- Madhucon Powers Ltd - India
- Bank of Tokyo Mitsubishi UFJ Ltd
- Thiess Contractors Indonesia
- Sarangani Energy Corporation, Philippines
- Gujarat Sidhee Cement - India
- Marubeni Corporation - India
- The State Trading Corporation of India Ltd
- Kideco Jaya Agung - Indonesia
- Kepco SPC Power Corporation, Philippines
- Agrawal Coal Company - India
- Sojitz Corporation - Japan
- Vedanta Resources Plc - India
- Kartika Selabumi Mining - Indonesia
- Jindal Steel & Power Ltd - India
- Cement Manufacturers Association - India
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