UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15-d16
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT: FEBRUARY 25, 2008
Commission
File Number 001-33373
____________________
CAPITAL
PRODUCT PARTNERS L.P.
(Translation
of registrant’s name into English)
____________________
3
IASSONOS STREET
PIRAEUS,
18537 GREECE
(address
of principal executive offices)
____________________
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
ý Form
40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes ¨ No ý
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes ¨ No ý
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
ý
If “yes”
is marked, indicate below this file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Item
1 – Information Contained in this Form 6-K Report
Attached
as Exhibit I is a copy of a press release of Capital Product Partners L.P.,
dated February 25, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
CAPITAL
PRODUCT PARTNERS L.P.,
|
|
|
By:
|
Capital
GP L.L.C., its general partner
|
| /s/ Ioannis E. Lazaridis | |
|
Name: Ioannis
E. Lazaridis
|
|
|
Title: Chief
Executive
Officer
and Chief Financial
Officer
of Capital GP L.L.C.
|
|
Dated: February
25, 2008
Exhibit
I
CAPITAL PRODUCT PARTNERS ANNOUNCES
INTENTION TO ACQUIRE PRODUCT AND CRUDE OIL TANKERS M/T ARISTOFANIS AND M/T AMORE
MIO II
ATHENS, Greece, February 25, 2008
- - Capital
Product Partners L.P. (Nasdaq:CPLP) announced today that it has entered into a
non-binding letter of intent to acquire the 2001-built, 159,982 dwt double hull
tanker M/T Amore Mio II and the 2005-built, 12,000 dwt double hull product
tanker M/T Aristofanis from Capital Maritime & Trading Corp., the owner of
its general partner. The proposed purchase prices are $95 million for the M/T
Amore Mio II and $23 million for the M/T Aristofanis, and the transaction is expected to be
completed by the end of April 2008.
The
M/T Amore Mio II is chartered to BP Shipping Limited under a charter expected to
expire at the earliest in January 2011 at a base gross rate of $36,456 per day
(net rate $36,000), and is subject to a profit sharing arrangement which is
calculated and settled monthly and which allows each party to share additional
revenues above the base rate on a 50/50 basis. Operating expenses for the M/T
Amore Mio II are fixed for the next five years at a daily rate of $8,500 and
include the expenses for its next intermediate survey expected to take place in
2009.
The
M/T Aristofanis is chartered to Shell International Trading & Shipping
Company Ltd. under a charter expected to expire at the earliest in March 2010,
following a two year extension on its charter starting in April 2008, at a gross
rate of $13,250 per day (net rate $12,952). Operating expenses for the M/T
Aristofanis are fixed for the next five years at a daily rate of $5,500 and
include the expenses for its next special survey expected to take place in
2010.
The
Partnership intends to fund approximately $57.5 million of the acquisition price
through a drawdown on its new revolving $350 million credit facility. An
additional $2 million of the purchase price will be funded from available
cash. The remaining amount of the purchase price will be funded
through the issuance of approximately 2.55 million common units to
Capital Maritime at a price of $22.94 per unit, which equals the volume weighted
average price of the common units for the period from October 15, 2007 to
February 15, 2008.
Capital Product
Partners expects the annual contribution associated with the acquisition of the
two vessels to the operating surplus of the Partnership to be approximately
$0.08 per unit, excluding any contribution from the profit sharing
arrangements.
Ioannis Lazaridis,
the Chief Executive and Chief Financial Officer of Capital Product Partners'
general partner, stated: “The acquisition of the M/T Amore Mio II and the M/T
Aristofanis is consistent with our strategy to grow our fleet over time, expand
our customer base and leverage our relationship with Capital Maritime &
Trading Corp. We are delighted to be adding another oil major, Shell, to our
list of customers and extending our relationship with BP.” He added, “We intend
to distribute the amounts accreted from these drop downs to our unitholders over
time.”
The terms of the proposed transaction were unanimously
approved by the conflicts committee of Capital Product Partners’ Board of
Directors, which is comprised entirely of independent directors. The conflicts
committee engaged Fortis Securities LLC to act as its financial advisor and Akin
Gump Strauss Hauer & Feld LLP to act as its legal advisor. The
transaction is subject to the negotiation and execution of definitive
agreements, the satisfaction of customary conditions to closing, including
receipt of a fairness opinion by the
conflicts committee of Capital Product
Partners’ Board of Directors, and approval by the Board of
Directors of Capital Product Partners L.P.
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 double hull tankers. Following the acquisition
of the M/T Aristofanis and the M/T Amore Mio II, Capital Product Partners L.P.
will own sixteen vessels and has an agreement to purchase two additional product
tankers from Capital Maritime & Trading Corp. All eighteen vessels are under
medium to long-term charters to BP Shipping Limited, Morgan Stanley Capital
Group Inc., Overseas Shipholding Group, Shell International Trading &
Shipping Company Ltd., and Trafigura Beheer B.V.
Forward-Looking
Statements
The
statements in this press release that are not historical facts, including
statements regarding the financing of the acquisitions, expected completion
dates and expected annual contributions to cash flow, 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 the stated or forecasted results to be materially
different from those anticipated. 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
common units.
CPLP-G
Contacts:
Capital GP L.L.C.
Ioannis Lazaridis, Chief Executive
Officer
and Chief Financial
Officer
+30 (210) 4584950
i.lazaridis@capitalpplp.com
Capital Maritime & Trading
Corp.
Jerry Kalogiratos, Commercial
Officer
+30 (210) 4584950
j.kalogiratos@capitalmaritime.com
Capital Maritime & Trading
Corp.
Merete Serck-Hanssen, SVP Finance
+1 (203) 539-6026
m.serckhanssen@capitalmaritime.com
RF Binder Partners Inc.
Robert Ferris
+1 (212) 994-7505
Robert.ferris@rfbinder.com