Acquisition Details - Capital Product Partners L.P. (CPLP) will acquire certain vessels from Capital Maritime, involving 100% equity interests in Omega Gas Carriers Corp. and other subsidiaries[7]. - CPLP will acquire vessels with an aggregate acquisition price of $220 million, financed through an unsecured seller's credit from Capital Maritime[32]. - The total closing amount for the transactions is projected to be $500 million, which will be financed through a rights offering[61]. - CPLP has entered into agreements for the acquisition of 100% equity interests in CM Subsidiaries that own the vessels, with specific contractual delivery dates outlined[75]. - The acquisition of the remaining vessels is part of a broader strategy to expand CPLP's fleet and market presence[75]. - The Buyer will pay a total Purchase Price of $277,000,000 for the Shares, with a 10% deposit of $27,700,000 already paid and the remaining $249,300,000 due on the Closing Date[167]. - The Closing Date for the sale and transfer of the Shares is set for any date on or prior to January 26, 2025[143]. Rights Offering - CPLP plans to conduct a Rights Offering to finance part of the acquisition, with Capital Maritime agreeing to purchase 100% of any unexercised Common Units at the Rights Offering Price[8]. - The Rights Offering is subject to certain conditions precedent that need to be fulfilled before launch[29]. - CPLP will file a prospectus supplement with the SEC to register the offer and sale of common units related to the rights offering[72]. - The rights offering is set to close on November 24, 2023, for unitholders to participate[59]. - CPLP will commence a Rights Offering on November 27, 2023, with a price per Common Unit set at the greater of $14.25 or 95% of the volume weighted average price, capped at $14.50[104]. - The Rights Offering will remain open for at least 16 days, allowing investors to subscribe for Common Units[115]. - All proceeds from the Rights Offering will be applied toward payment of the Closing Amount[116]. - Capital Maritime will purchase any unexercised Common Units at the Rights Offering Price under the Standby Purchase Agreement[111]. Corporate Governance and Compliance - The agreement includes provisions for corporate governance and fairness opinions to protect the interests of CPLP's common unitholders[9]. - The Conflicts Committee received a fairness opinion from Evercore Group regarding the acquisition prices, confirming they are in the best interest of CPLP and its unitholders[33]. - The financial statements of the Vessel Owning Subsidiary will be accessible for auditing purposes to ensure compliance with applicable securities laws[125]. - The execution of the agreement does not violate any laws or require additional consents from governmental authorities[193]. - The Seller represents that the vessels will be seaworthy and compliant with maritime laws and regulations[124]. - The Vessel Owning Subsidiary is duly incorporated and in good standing under the laws of the Republic of the Marshall Islands, with full corporate power to conduct its business[172]. - There are no existing orders, judgments, or decrees requiring the Vessel Owning Subsidiary to take any action regarding its business or assets[173]. - The Vessel Owning Subsidiary has fulfilled all material obligations under its Contracts prior to the date of the agreement[175]. - The Seller has provided true and correct copies of the organizational documents of the Vessel Owning Subsidiary as of the date of the Agreement[149]. Strategic Initiatives - CPLP intends to explore the disposition of its container ships and will abstain from acquiring additional container ships following the Closing Date[9]. - CPLP's strategy includes leveraging new energy employment opportunities as part of its growth initiatives[76]. - Capital Maritime has granted CPLP rights of first refusal for LNG/C opportunities and new energy vessel opportunities[76]. Name Change - The Board of CPLP has approved a name change and is considering converting CPLP from a Marshall Islands master limited partnership to a corporation[9]. - The Name Change for CPLP to "Capital New Energy Carriers L.P." is expected to be publicly announced by December 31, 2023[158].
Capital Product Partners L.P.(CPLP) - 2023 Q4 - Annual Report