Welcome!

News Feed Item

Capital Product Partners L.P. Announces Annual Meeting of Limited Partners; Agrees to Significant Containership and Product Tanker Transaction With Capital Maritime

ATHENS, GREECE -- (Marketwired) -- 07/24/14 -- The Board of Directors of Capital Product Partners L.P. (NASDAQ: CPLP) has called an annual meeting of Limited Partners to be held at the Partnership's headquarters in Greece on August 21, 2014 at 11:30am local time.

The Partnership also announced today an agreement to acquire from its sponsor, Capital Maritime & Trading Corp. ("Capital Maritime"), three containerships and two product tankers, expected to be delivered to Capital Maritime between March 2015 and November 2015, at prices below current market value. In addition, Capital Maritime will provide the Partnership with a right of first refusal over six additional product tankers expected to be delivered to Capital Maritime between September 2015 and December 2016. These vessel purchase transactions are contingent upon, among other things, the Partnership amending its Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), to revise the target distributions to holders of incentive distribution rights. The amendment to the Partnership Agreement will be subject to, among other things, unitholder approval at the annual meeting.

Annual Meeting of Limited Partners

Unitholders of record at the close of business on July 16, 2014 are entitled to receive notice of, and to vote at, the annual meeting, or any adjournments or postponements thereof. It is expected that common unitholders will vote on proposals (1) to elect one Class I Director until the 2017 annual meeting ("Proposal One"); (2) to approve the Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Capital Product Partners L.P. to revise the target distributions to holders of incentive distribution rights ("Proposal Two") and (3) to approve an amendment and restatement of our 2008 Omnibus Incentive Compensation Plan amended July 22, 2010 to increase the maximum number of restricted units authorized for issuance thereunder from 800,000 common units of the Partnership to 1,650,000 ("Proposal Three").

The vessel acquisition transactions described below are contingent upon, among other things, approval of Proposal Two.

It is expected that holders of the Class B Convertible Preferred Units (the "Class B Units") will vote on Proposal Two and Proposal Three only. Adoption of Proposal One requires the affirmative vote of a plurality of the common units represented at the annual meeting, excluding common units owned by Capital Maritime or its affiliates. Adoption of Proposal Two requires the affirmative vote of a majority of each of (1) the outstanding common units and (2) the outstanding common units and Class B Units considered together as a single class. Adoption of Proposal Three requires the affirmative vote of a majority of the votes cast by holders of the common units and Class B Units considered together as a single class.

Formal notice of the meeting and the Partnership's proxy statement are being sent to unitholders of the Partnership. Electronic copies of the materials are accessible on the Partnership's website at www.capitalpplp.com. Following receipt of a proxy card unitholders may vote their common units by accessing www.proxyvote.com.

Vessel Acquisitions from Capital Maritime and Related Matters

The Partnership has entered into a Master Vessel Acquisition Agreement, dated as of July 24, 2014, with its sponsor, Capital Maritime (the "Master Vessel Acquisition Agreement"), pursuant to which the Partnership will acquire, subject to the satisfaction or waiver of various conditions precedent, three newbuild Daewoo 9,160 TEU eco-flex containerships at $81.5 million for each vessel and two newbuild Samsung eco medium range product tankers at $33.5 million for each vessel. The Master Vessel Acquisition Agreement also provides that Capital Maritime will, subject to the terms of that agreement, grant the Partnership a right of first refusal over six additional newbuild Samsung eco medium range product tankers. The three containerships to be acquired are chartered to CMA CGM for a minimum charter term of 60 months and the two medium range product tankers to be acquired will at a minimum be chartered to Capital Maritime for a charter term of 24 months at a gross daily charter rate of $17,000 plus 50/50 profit share on actual earnings settled every 6 months.

As consideration for these below market vessel acquisitions, the Partnership has agreed, subject to, among other things, the approval of its unitholders, to amend its Partnership Agreement to revise the target distributions to holders of the Partnership's incentive distribution rights as follows:


----------------------------------------------------------------------------
                 Proposed New Incentive Distribution Rights
----------------------------------------------------------------------------
                      Quarterly
                     Distribution                                 Combined
                     Per LP Unit    Unitholders   GP     IDRs     GP/IDRs
----------------------------------------------------------------------------
First Threshold     Until $0.2425       98%       2%      0%         2%
----------------------------------------------------------------------------
Second Threshold    $0.2425 up to
                       $0.2675          85%       2%      13%       15%
----------------------------------------------------------------------------
Third Threshold     $0.2675 up to
                       $0.2925          75%       2%      23%       25%
----------------------------------------------------------------------------
Thereafter             $0.2925          65%       2%      33%       35%
----------------------------------------------------------------------------

The transaction has been unanimously recommended by the Partnership's Conflicts Committee and unanimously approved by the Partnership's Board.

The transaction is expected to be accretive to the Partnership's aggregate distributable cash flow in the long-term. In addition, the financial terms of the vessel acquisitions are more favorable to the Partnership than might have otherwise been obtained had such assets been available only on a case-by-case basis at market terms. The proposed amendment to the Partnership Agreement also is expected to more closely align the interests of Capital Maritime, on the one hand, and the Partnership and its common unitholders, on the other hand.

Evercore is serving as the financial advisor to the Partnership's Conflicts Committee and rendered a fairness opinion with respect to the transaction, and Akin Gump Strauss Hauer & Feld, LLP served as legal advisor. Sullivan & Cromwell LLP is serving as legal advisor to Capital Maritime.

Forward-Looking Statements

The statements in this press release that are not historical facts, including our expectations regarding employment of our vessels, redelivery dates and charter rates, fleet growth (including the proposed drop down transactions with our sponsor), demand, newbuilding deliveries and slippage as well as market and charter rate expectations and expectations regarding our quarterly distributions, amortization payments, ability to pursue growth opportunities and grow our distributions and annual distribution guidance may be forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements involve risks and uncertainties that could cause actual results to be materially different from those expressed or implied in the forward-looking statements. Factors that could cause actual results to be materially different include those set forth in the "Risk Factors" section of our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. Unless required by law, we expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, to conform them to actual results or otherwise. We assume no responsibility for the accuracy and completeness of the forward-looking statements. We make no prediction or statement about the performance of our units.

About Capital Product Partners L.P.

Capital Product Partners L.P. (NASDAQ: CPLP), a Marshall Islands master limited partnership, is an international owner of modern tanker, container and drybulk vessels. The Partnership currently owns 30 vessels, including four Suezmax crude oil tankers, 18 modern MR (Medium Range) product tankers, seven post panamax container vessels and one Capesize bulk carrier. All of its vessels are under period charters to BP Shipping Limited, Overseas Shipholding Group, A.P. Moller-Maersk A.S., Hyundai Merchant Marine Co. Ltd., Subtec S.A. de C.V., Cosco Bulk Carrier Co. Ltd., Engen Petroleum Ltd. and Capital Maritime & Trading Corp.

For more information about the Partnership, please visit our website: www.capitalpplp.com.

CPLP-G

Contact Details:

Capital GP L.L.C.
Ioannis Lazaridis
CEO and CFO
+30 (210) 4584 950
E-mail: [email protected]

Capital Maritime & Trading Corp.
Jerry Kalogiratos
Finance Director
+30 (210) 4584 950
E-mail: [email protected]

Investor Relations / Media
Nicolas Bornozis
Capital Link, Inc. (New York)
Tel. +1-212-661-7566
E-mail: [email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of (at least) three separate application components: the software embedded in the device, the back-end service, and the mobile application for the end user’s controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/target –...
SYS-CON Events announced today Telecom Reseller has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
Pulzze Systems was happy to participate in such a premier event and thankful to be receiving the winning investment and global network support from G-Startup Worldwide. It is an exciting time for Pulzze to showcase the effectiveness of innovative technologies and enable them to make the world smarter and better. The reputable contest is held to identify promising startups around the globe that are assured to change the world through their innovative products and disruptive technologies. There w...
StarNet Communications Corp has announced the addition of three Secure Remote Desktop modules to its flagship X-Win32 PC X server. The new modules enable X-Win32 to safely tunnel the remote desktops from Linux and Unix servers to the user’s PC over encrypted SSH. Traditionally, users of PC X servers deploy the XDMCP protocol to display remote desktop environments such as the Gnome and KDE desktops on Linux servers and the CDE environment on Solaris Unix machines. XDMCP is used primarily on comp...
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.