Capital Product Partners L.P. Announces the Effective Date of Its One-For-Seven Reverse Unit Split
March 06 2019 - 7:00AM
Capital Product Partners L.P. (NASDAQ: CPLP) (the “Partnership” or
“CPLP”), an international shipping partnership, today announced
that the Board of Directors of the Partnership has approved a
one-for-seven reverse unit split (the “Reverse Split”).
Formal notice of the Reverse Split is being sent to unitholders
of the Partnership. Electronic copies of the materials are
accessible on the Partnership’s website at
http://ir.capitalpplp.com/.
The Partnership previously announced its intention to effect a
reverse unit split in connection with the definitive agreement it
entered into with DSS Holdings L.P. (“DSS”), which contemplates
that CPLP will separate its crude and product tanker business into
Athena SpinCo Inc. (to be renamed Diamond S Shipping Inc. (“DSSI”))
and distribute all shares of DSSI to CPLP unitholders (the
“Spin-Off”).
Pursuant to the Reverse Split, every seven CPLP common units
issued and outstanding as of the date of the Reverse Split will be
converted into one CPLP common unit. The Reverse Split will
be effective, subject to the prior completion of the Spin-Off, on
March 27, 2019 (after close of trading) or, if the Spin-Off becomes
effective the following day, on March 28, 2019. The CPLP
common units are expected to trade on a split-adjusted basis on the
Nasdaq Global Select Market under the same ticker symbol
“CPLP.”
The Reverse Split will affect all common unitholders uniformly
and will not alter any common unitholder percentage ownership
interest in the Partnership, except to the extent that the Reverse
Split results in any of the Partnership’s common unitholders owning
a fractional unit. On the effective date of the Reverse
Split, the number of issued and outstanding CPLP general partner
units will be reduced pursuant to the same one-for-seven
combination factor.
No fractional shares will be issued in connection with the
Reverse Split. In accordance with its limited partnership
agreement, instead of issuing fractional shares, the Partnership
has instructed Computershare Inc. and Computershare Trust Company
N.A. (“Computershare”) to round all fractional CPLP common units to
the nearest whole unit, with 0.5 units rounded to the next higher
unit, following the effective time of the Reverse Split.
The Reverse Split will reduce the number of common units issued
and outstanding from 127,246,692 to approximately 18,178,100 common
units and the number of general partner units issued and
outstanding from 2,439,989 to 348,570 general partner
units.
Holders of CPLP common units in book-entry form or through a
bank, broker or other nominee do not need to take any action in
connection with the Reverse Split, as every seven CPLP common units
(CUSIP # Y11082107) will be automatically converted into one CPLP
common unit (CUSIP # Y11082206). Common unitholders who hold
units with a broker, bank or other nominee and who have any
questions in this regard are encouraged to contact their brokers,
banks or other nominees.
Computershare is acting as the exchange agent and the transfer
agent for the Reverse Split. For further information, please
contact Computershare by telephone at 800-522-6645 (toll free) and
+1-201-680-6578 (international toll).
About Capital Product Partners
L.P.
Capital Product Partners L.P. (NASDAQ: CPLP), a Marshall Islands
master limited partnership, is an international owner of tanker,
container and drybulk vessels. The Partnership currently owns
36 vessels, including 21 modern MR (Medium Range) product tankers,
three Suezmax crude oil tankers, one Aframax crude/product oil
tanker, ten Neo Panamax container vessels and one Capesize bulk
carrier.
For more information about the Partnership, please visit the
Partnership’s website: www.capitalpplp.com.
Forward-Looking Statements
The statements in this press release that are not historical
facts, including, among other things, the consummation of the
Reverse Split and the transaction with DSS (the “Transaction”), are
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 the stated or forecasted results to
be materially different from those anticipated. Insofar as
the Transaction is concerned, these risk and uncertainties include,
among others: (1) the risk that the Transaction may not be
completed on terms or in the timeframe expected by DSS or CPLP or
at all; (2) the possibility that various closing conditions to
the Transaction may not be satisfied or waived; and (3) the
risk that committed financing may not be available or may not be
available in an amount sufficient, together with cash to be
procured by DSS, to complete the Transaction. For further
discussion of factors that could materially affect the outcome of
forward-looking statements and other risks and uncertainties, see
“Risk Factors” in CPLP’s annual report filed with the SEC on Form
20-F and in DSSI’s information statement contained as an exhibit to
the Form 10 registration statement filed with the SEC. Unless
required by law, CPLP expressly disclaims any obligation to update
or revise any of these forward-looking statements, whether because
of future events, new information, a change in its views or
expectations, to conform them to actual results or otherwise.
CPLP does not assume any responsibility for the accuracy and
completeness of the forward-looking statements. You are
cautioned not to place undue reliance on forward-looking
statements.
CPLP-F
Contact Details:
Capital GP L.L.C.
Jerry Kalogiratos CEO Tel. +30 (210) 4584 950 E-mail:
j.kalogiratos@capitalpplp.com
Capital GP L.L.C.
Nikos Kalapotharakos CFO Tel. +30 (210) 4584 950 E-mail:
n.kalapotharakos@capitalmaritime.com
Investor Relations / Media
Nicolas Bornozis Capital Link, Inc. (New York) Tel.
+1-212-661-7566 E-mail: cplp@capitallink.com Source: Capital
Product Partners L.P.
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