Conflicts Committee News

Capital Product Partners (CPLP), a Greek shipping company engaged in the seaborne transportation, has agreed to acquire three 10,000 TEU sister container ships for USD 162.6 million from Capital Maritime & Trading Corp.The ships, M/V Athos, the M/V Aristomenis and the M/V Athenian, were built in 2011 at Samsung Heavy Industries S. Korea.The vessels are under long-term time charters with Hapag-Lloyd which will expire in April 2024, said a press note from the shipping company.The gross charter rate for each vessel currently amounts to $27,000 per day, increasing to $28,000 per day for the M/V Aristomenis from October 2020, and from July 2021 onwards for the M/V Athos and the M/V Athenian.

Navios Maritime Partners (NMP) s agreed to acquire eleven vessels and liquidate Navios Europe I.As of September 30, 2019, Navios Partners had a receivable of $48.2 million from Navios Europe I. On November 22, 2019, an agreement was reached to liquidate Navios Europe I. The agreement is subject to definitive documentation which is expected to be completed by the end of 2019.It is expected that Navios Partners will acquire the five containerships - Esperanza N, Protostar N, Harmony N, Castor N and Solar N - owned by Navios Europe I with a net equity value approximately equal to the receivable.Navios Partners entered into a share purchase agreement for the acquisition of four drybulk vessels - TBN 1…

Canada-based Brookfield Business Partners has made an offer to purchase the publicly traded units of Teekay Offshore Partners (TOP), midstream services provider to the offshore oil production industry,  that it doesn't already own.The offer was for $1.05/unit–shares are trading at that level now–no premium in the offer.Teekay confirmed that it has received an unsolicited non-binding proposal from Brookfield.The offshore company said the proposed deal is subject to a number of contingencies, including the approval of its Conflicts Committee or separate Special Committee tasked with evaluating the offer.Teekay said that it's Conflicts Committee or a separate Special Committee appointed for these purposes…

The liquefied natural gas (LNG) carriers  operators GasLog Partners and  GasLog announced that the Boards of Directors of both companies and the Conflicts Committee of GasLog Partners have approved entering into an agreement for the Partnership to purchase from GasLog 100% of the shares in the entity that owns and charters the GasLog Glasgow.According to a press release from the company, the aggregate purchase price for the Acquisition will be $214 million, which includes $1 million for positive net working capital balances to be transferred with the vessel. The Partnership believes that the Acquisition will be immediately accretive…

Greece-based owner and operator of tanker vessels  Navios Maritime Acquisition agrees to merge with Navios Maritime Midstream Partners.Under the transaction, each Navios Midstream unitholder will receive 6.292 newly issued Navios Acquisition share; or 1.0 share of a newly issued preferred stock of Navios Acquisition convertible into 5.1 shares.Navios Midstream publicly held units for which no election is made will be deemed to have elected the form of consideration most elected by holders of publicly held units of Navios Midstream. In addition, if holders representing 80% or more of the publicly held units of Navios Midstream elect (or are deemed to have elected) to receive Navios Acquisition common stock consideration…

Navios Maritime Midstream Partners, an owner and operator of tanker vessels, announced today that its board of directors has received a proposal from Navios Maritime Acquisition Corporation pursuant to which Navios Acquisition would acquire the publicly held shares of Navios Midstream not already owned by Navios Acquisition in a stock for units exchange. Subject to negotiation and execution of a definitive agreement, Navios Acquisition is proposing consideration of 6.292 Navios Acquisition shares for each outstanding publicly held unit of Navios Midstream as part of a transaction that would be structured as a merger of Navios Midstream with Navios Acquisition.

GasLog Partners has agreed to acquire GasLog Gibraltar from GasLog (GLOG) for USD 207 million and to fully repay its USD 45 million unsecured term loan from GLOG. GasLog Partners and GasLog announced that they have approved entering into agreement: "For the Partnership to purchase from GasLog 100% of the shares in the entity that owns and charters GasLog Gibraltar. The Acquisition is expected to close in the second quarter of 2018 and is subject to satisfaction of certain customary closing conditions. The Board of Directors of GasLog, the Board of Directors of GasLog Partners and the Conflicts Committee of the Board have approved the Acquisition.

Capital Product Partners has announced that its Board of Directors has approved the acquisition of the eco-type crude tanker ‘Aristaios' (112,800 dwt, Ice Class 1C, built 2017, Daehan Shipbuilding, S. Korea) for a total consideration of $52.5 million from the Partnership's sponsor, Capital Maritime & Trading. The M/T ‘Aristaios' is currently employed under a time charter to Tesoro Far East Maritime Company (‘Tesoro') at a gross daily rate of $26,400. The Tesoro charter commenced in January 2017 with duration of five years +/- 45 days. The Partnership intends to fund the acquisition through available cash in the amount of $24.2 million…

KNOT Offshore Partners LP announced that its wholly owned subsidiary, KNOT Shuttle Tankers AS, has acquired all of the ownership interests in KNOT Shuttle Tankers 32 AS, the company that owns and operates the shuttle tanker Brasil Knutsen, from Knutsen NYK Offshore Tankers AS. The acquisition is for an aggregate purchase price of $96.0 million, less $59.0 million of outstanding indebtedness under the secured credit facility related to the vessel, less approximately $35.2 million for a loan owed by KNOT 32 to Knutsen NYK, plus certain capitalized fees related to the financing of the Brasil Knutsen. Upon closing of the Acquisition, KNOT 32 repaid the Company Liquidity Loan in full.

Capital Product Partners, an international diversified shipping company, announced that it has secured new time charter employment for three Medium Range (MR) Product Tankers. The M/T 'Amadeus' (50,108 dwt, IMO II/III Eco Chemical/Product Tanker built 2015, Samsung Heavy Industries (Nigbo) secured employment with Repsol Trading for one year (+/- 30 days) at a gross daily rate of $14,500. The charterer has the option to extend the time charter for an additional year (+/-30 days) at a gross daily rate of $14,750. The new charter will commence in October 2017. The M/T 'Aktoras' (36,759 IMO II/III Chemical Product Tanker built 2006 Hyundai Mipo Dockyard…

Teekay Tankers has agreed to acquire all the remaining issued and outstanding shares of Tanker Investments (TIL), in a share-for-share merger at an exchange ratio of 3.30 Teekay Tankers Class A common shares for each TIL common share. Teekay Tankers currently owns 3.4 million common shares, or 11.3 percent, of TIL. TIL's fleet consists of 10 Suezmax tankers, 6 Aframax tankers and 2 LR2 Product tankers with an average age of 7.3 years. Following the merger, Teekay Tankers' fleet will consist of 62 conventional tankers, including 3 in-chartered conventional tankers (30 Suezmax tankers, 22 Aframax tankers, 9 LR2 Product tankers and one 50 percent-owned VLCC).

Greece-based GasLog Partners LP has reached an agreement to buy 100% of the shares in the entity that owns and charters the liquefied natural gas (LNG) tanker GasLog Greece from GasLog Ltd. The aggregate purchase price for the Acquisition will be $219 million, which includes $1 million for positive net working capital balances to be transferred with the vessel. GasLog Partners expects to finance the acquisition with cash on hand, including proceeds from its recent equity offering, and the assumption of $151 million of GasLog Greece's existing debt. The Acquisition is expected to close in the second quarter of 2017 and is subject to satisfaction of certain customary closing conditions.

Transocean Ltd. and Transocean Partners LLC (NYSE: RIGP) today announced that Transocean has agreed to acquire all of the outstanding common units of Transocean Partners not already owned by Transocean in a share-for-unit merger transaction. In the merger, Transocean Partners common unitholders will receive 1.1427 Transocean shares for each Transocean Partners common unit. The Transocean Partners unit price implied by the exchange ratio represents a 15% premium to Transocean Partners' closing price on July 29, 2016. Transocean expects to issue approximately 22.7 million shares in the merger. Completion of the transaction is conditioned upon approval by Transocean Partners' common unitholders and is anticipated to close in the fourth quarter of 2016.

Dynagas LNG Partners LP has entered into an agreement with Dynagas Holding Ltd to purchase 100% of the ownership interests in the entity that owns and operates the Lena River, a 2013 built 155,000 cubic meter ice class liquefied natural gas carrier, and the related time charter contract with Gazprom Global LNG Limited, for an aggregate purchase price of $240.0 million. The closing of the Lena River acquisition is expected to take place on or before December 31, 2015 and is subject to customary closing conditions. The Lena River is currently operating under the Gazprom Charter, which has an initial term of five years and expires in October 2018.

Teekay Offshore Partners L.P. announced that it has agreed to acquire a 50 percent interest in the Cidade de Itajai floating production, storage and offloading (FPSO) unit from Teekay Corporation for a purchase price of approximately $204 million. The acquisition will be financed with assumed debt and proceeds from the recently completed equity private placement. The acquisition is expected to be completed on June 1, 2013, subject to customary closing conditions. The Itajai FPSO is operating on the Baúna and Piracaba (previously named Tiro and Sidon) fields in the Santos Basin offshore Brazil under a nine-year fixed-rate time-charter contract (plus extension options) with Petroleo Brasileiro SA.

GasLog Partners LP and GasLog Ltd. announced today that they have entered into an agreement for the Partnership to purchase from GasLog, the sole member of the Partnership’s general partner and the Partnership’s majority unitholder, 100% of the shares in the entities that own and charter the  Methane Jane Elizabeth  and  Methane Rita Andrea, modern liquefied natural gas carriers built in 2006, each with a capacity of 145,000 cubic meters, for an aggregate purchase price of $328 million. The Acquisition is subject to the Partnership obtaining the funds necessary to pay the purchase price and the satisfaction of certain other closing conditions. The Partnership expects to finance the acquisition with a combination of equity and the assumption of the vessels’ existing credit facilities.

NGL Energy Partners LP and TransMontaigne Partners LP said on Friday they have terminated discussions on NGL's non-binding proposal to acquire the outstanding common units of TLP, according to a press release. The discussions were terminated after the Conflicts Committee of TransMontaigne GP LLC's Board of Directors reviewed the terms of NGL's non-binding proposal and determined the two parties would not be able to agree on the price to be offered to unitholders of TLP. The board's independent advisors held several discussions with NGL's representatives in the last month, the release stated. TransMontaigne GP LLC is the general partner of TLP. TransMontaigne Partners LP provides transport and storage of petroleum and refined products.

GasLog Partners LP and GasLog Ltd. announced today that they have entered into an agreement for the Partnership to purchase from GasLog, the sole member of the Partnership’s general partner, 100% of the shares in the entities that own and charter the Methane Alison Victoria, Methane Shirley Elisabeth and Methane Heather Sally, for an aggregate purchase price of $483 million (the “Acquisition”), which includes $3 million for positive net working capital balances to be transferred with the vessels. The three vessels subject to the Acquisition are modern liquefied natural gas carriers built in 2007, each with a capacity of 145,000 cubic meters.

Seaspan Corporation announced today that it has entered into an agreement with Greater China Intermodal Investments LLC and Blue Water Commerce, LLC to extend the term of their Right of First Refusal Agreement by one year to March 31, 2016. GCI is Seaspan's investment partnership established with an affiliate of global asset manager The Carlyle Group and others, including affiliates of Seaspan's director Graham Porter and of its largest shareholder, Dennis R. Washington. Under the ROFR Agreement and subject to its terms, Seaspan has a right of first refusal in respect of containership investment opportunities identified by GCI, as well as a right of first offer in respect of certain proposed containership sales by GCI.

Capital Product Partners L.P. (CPLP) has  announced the chartering of the M/T Avax to BP Shipping. The M/T Avax (47,834 dwt, IMO II/III Chemical Product Tanker built 2007 Hyundai Mipo Dockyard, South Korea) was chartered in October 2013 to BP Shipping for a minimum charter term of one year (+/- 30 days). BP Shipping has the option to extend the charter for an additional 12 months at a gross day rate of $15,600 per day. The vessel had been under charter with Capital Maritime & Trading Corp., CPLP's sponsor, as of April 2013 for 12 months (+/- 30 days) at a gross daily charter rate of $14,750. The vessel's actual earnings under the new charter are $14…

Dynagas LNG Partners LP, an owner and operator of LNG carriers, has announced that it has entered into an agreement to purchase from Dynagas Holding Ltd., the partnership's sponsor, 100% of the ownership interests in the entity that owns and operates the Yenisei River, a 2013 built ice class liquefied natural gas carrier, and the related time charter contract, for an aggregate purchase price of $257.5 million. The Yenisei River acquisition is subject to the satisfaction of certain customary closing conditions. Closing of the acquisition of the Yenisei River is expected to take place on or before September 30, 2014. The partnership expects…

Teekay Offshore Partners L.P. has entered into an agreement with a consortium led by Queiroz Galvão Exploração e Produção SA (QGEP) to provide a floating production, storage and offloading (FPSO) unit for the Atlanta field located in the Santos Basin offshore Brazil. In connection with the contract with QGEP, the partnership has agreed to acquire the Petrojarl I FPSO from Teekay Corporation for $57 million. Subsequent to the acquisition, the FPSO will undergo upgrades at the Damen Shipyard Group's DSR Schiedam Shipyard in the Netherlands for a fully built-up cost of approximately $240 million, which includes the cost of acquiring the Petrojarl I. The FPSO is scheduled to commence operations in the first half of 2016 under a five-year charter contract with QGEP.

Dynagas LNG Partners LP announced it has entered into an agreement to purchase from Dynagas Holding Ltd., the Partnership's sponsor, 100% of the ownership interests in the entity that owns and operates the Arctic Aurora, a 2013 built ice class liquefied natural gas carrier, for an aggregate purchase price of $235 million. The Arctic Aurora acquisition is subject to the Partnership obtaining the funds necessary to pay the purchase price and the satisfaction of certain closing conditions.