$500.0 million Rights Offering and $220.0 million Sellers Credit
Pursuant to the Umbrella Agreement, we conducted a rights offering to finance $500.0 million of the purchase price for the Vessels (the
Rights Offering). As previously announced, the subscription period for the Rights Offering expired at 5:00 p.m., New York City time, on December 13, 2023. The Rights Offering resulted in subscriptions for 445,988 common units
representing limited partnership interests in CPLP (the Common Units) offered at an exercise price of $14.25 per Common Unit.
Capital Maritime purchased 34,641,731 Common Units that were not issued pursuant to the Rights Offering for an aggregate amount of
$493.6 million pursuant to a standby purchase agreement with CPLP (the Standby Purchase Agreement). Following the Rights Offering, Capital Maritime owns 39,808,881 Common Units, representing 72.3% of the Common Units outstanding
(40,962,727 Common Units together with the Common Units owned by Capital Gas Corp., an affiliate of Capital Maritime, representing 74.4% of the Common Units outstanding) excluding 870,522 treasury units and 348,570 general partner units.
In addition to commercial debt and the Rights Offering, Capital Maritime also issued to us an unsecured sellers credit in an amount
equal to $220.0 million to finance a portion of the purchase price for the Vessels. The Sellers Credit Agreement provides for interest at a rate of 7.5% per annum and has a maturity date of June 30, 2027.
Post-Closing Actions and Rights of First Refusal
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. 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 by June 21, 2024.
In connection with the change of our business focus to concentrate on the LNG/C market, Capital Maritime granted us, beginning on
December 21, 2023, 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 December 21, 2033, (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.
Management Commentary
Mr. Jerry
Kalogiratos, Chief Executive Officer of our General Partner, commented:
We are very pleased to see the closing of this very important first
step in the transformation of the Partnership into a one of the largest US listed owners of two stroke, latest generation LNG carriers. Together with the other steps that we have laid out such as the transformation of the Partnership into a
corporation, we hope to over time attract additional investor interest and allow our equity valuation to move closer to our peers.