UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment No.
1)
Under the
Securities Exchange Act of 1934
Capital
Product Partners L.P.
(Name of
Issuer)
Common
Units, representing limited partner interests
(Title of
Class of Securities)
Y11082107
Ioannis
E. Lazaridis
Capital
Maritime & Trading Corp.
3
Iassonos Street
Piraeus,
18537, Greece
Tel: + 30
210 458 4950
with a
copy to:
Gregory
M. Shaw, Esq.
Cravath,
Swaine & Moore LLP
CityPoint,
One Ropemaker Street,
London,
EC2Y 9HR, UK
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
April 30,
2008
(Date of
Event Which Requires Filing of this Statement)
CUSIP
NO. Y11082107
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1
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NAMES
OF REPORTING PERSONS:
Capital
Maritime & Trading Corp.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
r
(b)
r
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
r
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
The
Republic of The Marshall Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
2,499,129 Common
Units*
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8
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SHARED
VOTING POWER:
-0-
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9
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SOLE
DISPOSITIVE POWER:
2,499,129 Common
Units*
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10
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SHARED
DISPOSITIVE POWER:
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,499,129
Common Units*
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
r
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.6%*
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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* Upon
the closing of Capital Product Partners L.P.’s (the “Issuer”) initial public
offering on April 3, 2007 (the “Offering”) of common units (“Common Units”)
representing limited partner interests in the Issuer, Capital Maritime &
Trading Corp. (the “Reporting Person”) beneficially owned
8,805,522 subordinated units of the Issuer. Subject to the satisfaction of
certain conditions, the subordinated units are convertible into Common Units on
a one-for-one basis. In addition, the Reporting Person owns 100% of Capital GP
L.L.C., the general partner of the Issuer (the “General Partner”). The General
Partner has a 2% general partner interest in the Issuer and incentive
distribution rights, which represent the right to receive an increasing
percentage of quarterly distributions in excess of specified amounts. The
Reporting Person is the indirect beneficial owner of the General Partner’s
interest in the Issuer and its incentive distribution rights. In addition to
these holdings, and as further described in Items 3 and 4 below, (i)
on March 27, 2008, the Issuer issued to the Reporting Person 2,048,823 Common
Units as part of the aggregate consideration in exchange for all the issued and
outstanding share capital of Baymont Enterprises Incorporated, a wholly owned
subsidiary of the Reporting Person and the owner of the vessel “Amore Mio II”,
(ii) on March 31, 2008, in order for the General Partner to maintain its 2%
general partner interest in the Issuer, the Reporting Person made a capital
contribution of 40,976 Common Units to the General Partner, which the General
Partner then contributed to the Issuer in exchange for 40,976 general partner
units representing general partner interests in the Issuer (“General Partner
Units”), (iii) on April 30, 2008, the Issuer issued to the Reporting Person
501,308 Common Units as part of the aggregate consideration in exchange for all
the issued and outstanding share capital of Forbes Maritime Co., a wholly owned
subsidiary of the Reporting Person and the owner of the vessel “Aristofanis” and
(iv) on April 30, 2008, in order for the General Partner to maintain its 2%
general partner interest in the Issuer, the Reporting Person made a capital
contribution of 10,026 Common Units to the General Partner, which the General
Partner then contributed to the Issuer in exchange for 10,026 General Partner
Units. The Common Units contributed by the General Partner to the
Issuer have been cancelled. As a result of the transactions described above, the
Reporting Person owned an aggregate of 2,499,129 Common Units as of April 30,
2008.
The
following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D
filed by the undersigned on April 4, 2008 (the “Schedule 13D”). This
Amendment No. 1 amends the Schedule 13D as specifically set
forth. Capitalized terms used herein and not defined shall have the
meanings assigned to such terms in the Schedule 13D.
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Item 3.
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Source
and Amount of Funds or Other
Consideration
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Item 3 is
hereby amended and restated as follows:
On March
27, 2008, the Issuer issued to the Reporting Person 2,048,823 Common Units as
part of the aggregate consideration of US$ 95 million (consisting of US$ 48
million in cash and US$ 47 million corresponding to 2,048,823 Common Units of
US$ 22.94 per unit, which is the volume weighted average price of the Common
Units on the NASDAQ Global Market for the eighty six trading days beginning on
October 15, 2007 and ending on February 15, 2008) for the issued and outstanding
shares of Baymont Enterprises Incorporated. Baymont Enterprises Incorporated is
the registered owner of the Liberian flagged product tanker Amore Mio
II. On March 31, 2008, the Reporting Person made a capital
contribution of 40,976 Common Units to the General Partner, which the General
Partner contributed to the Issuer in exchange for the issuance of 40,976 General
Partner Units. The Common Units contributed by the General Partner to the Issuer
were cancelled.
On April
30, 2008, the Issuer issued to the Reporting Person 501,308 Common Units as part
of the aggregate consideration of US$ 23 million (consisting of US$ 11.5 million
in cash and US$ 11.5 million corresponding to 501,308 Common Units of US$ 22.94
per unit, which is the volume weighted average price of the Common Units on the
NASDAQ Global Market for the eighty six trading days beginning on October 15,
2007 and ending on February 15, 2008) for the issued and outstanding shares of
Forbes Maritime Co. Forbes Maritime Co. is the registered owner of
the Liberian flagged product tanker Aristofanis. Immediately
following the foregoing transaction, the Reporting Person made a capital
contribution of 10,026 Common Units to the General Partner, which the General
Partner contributed to the Issuer in exchange for the issuance of 10,026 General
Partner Units. The Common Units contributed by the General Partner to
the Issuer were cancelled.
As a
result of the transactions described above, the Reporting Person owned an
aggregate of 2,499,129 Common Units as of April 30, 2008.
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Item 4.
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Purpose
of Transaction
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Item 4 is
hereby amended and restated as follows:
The
Reporting Person acquired the Issuer’s securities as part of the transactions
described in Item 3 above.
As of the
date of this Schedule 13D, the Reporting Person has no plans or proposals
which relate to or would result in any of the following actions (except as
disclosed herein and except that the Reporting Person or its affiliates may,
from time to time or at any time, subject to market conditions and other
factors, acquire additional Common Units in the open market, in privately
negotiated transactions, or otherwise, or sell all or a portion of the Common
Units now owned or hereafter acquired by them to one or more
purchasers):
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·
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The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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·
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
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·
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A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
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·
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Any
change in the present board of directors or management of the General
Partner of the Issuer, including any plans or proposals to change the
number or term of officers or to fill any existing vacancies on the
management;
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·
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Any
material change in the present capitalization or dividend policy of the
Issuer;
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·
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Any
other material change in the Issuer’s business or partnership
structure;
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·
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Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
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·
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Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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·
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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·
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Any
action similar to any of those enumerated
above.
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Pursuant
to the Amended and Restated Limited Liability Company Agreement of the General
Partner dated March 22, 2007, the management of the General Partner is vested
exclusively in its members. The Reporting Person, as the sole member of the
General Partner, has the right to appoint and elect all the officers of the
General Partner. Pursuant to the terms of the First Amended and Restated
Agreement of Limited Partnership of the Issuer dated April 3, 2007 (the
“Partnership Agreement”), the General Partner controls the appointment of three
of the seven members of the Issuer’s board of directors. Therefore, through the
right to manage the General Partner, the Reporting Person has the ability to
influence the management, policies and control of the Issuer with the purpose of
increasing the value of the Issuer, and thus of the Reporting Person’s
investment.
The
subordinated units owned of record by the Reporting Person are convertible into
Common Units on a one-for-one basis once certain financial tests are met, or in
the event the General Partner is removed without cause.
In
addition, the General Partner may not be removed from its position as General
Partner of the Issuer unless 66-2/3% of the outstanding Common Units and
subordinated units, voting together as a single class, including units held by
the General Partner and its affiliates, as well as the majority of the board of
directors of the Issuer vote to approve such removal. Consequently, the
ownership of more than 33-1/3% of the outstanding units by the General Partner
and its affiliates would give them the ability to prevent the General Partner’s
removal. As of April 30, 2008 the Reporting Person owns a 100% interest in the
General Partner and 46.6% of the outstanding units of the Issuer, including a 2%
interest through its ownership of the General Partner. Because the Reporting
Person controls more than 33-1/3% of the outstanding units of the Issuer, it can
prevent the removal of the General Partner.
Moreover,
although the unitholders of the Issuer have the same voting rights, should at
any time, any person or group, other than the Issuer’s General Partner, its
affiliates, their transferees, or persons who acquired such units with the prior
approval of the Issuer’s board of directors, own beneficially 5% or more of any
class of units then outstanding, any such units owned by such person or group in
excess of 4.9% may not be voted on any matter and will not be considered to be
outstanding when sending notices of a meeting of unitholders, calculating
required votes, except for purposes of nominating a person for election to the
Issuer’s board of directors, determining the presence of a quorum or for other
similar purposes. The voting rights of any such unitholders in excess of 4.9%
will be distributed pro
rata among the other common unitholders holding less that 4.9% of the
voting power of all the classes of units entitled to vote. Thus, given the
Reporting Person’s aforementioned interest in the Issuer, including its interest
through the General Partner, the Reporting Person has the ability to control the
outcome of unitholder votes on certain matters.
Furthermore,
the Reporting Person, through its direct control of the General Partner and its
indirect control of the Issuer and its subsidiaries, will be able to prevent the
Issuer, its subsidiaries and the General Partner from taking certain significant
actions without the approval of the Reporting Person. Such actions
include:
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·
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Certain
acquisitions, borrowings and capital expenditures by the Issuer, its
subsidiaries or the General
Partner;
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·
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Issuances
of equity interests in the Issuer or its subsidiaries;
and
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·
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Certain
dispositions of equity interests in, or assets of, the Issuer, the General
Partner or the Issuer’s
subsidiaries.
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References
to, and descriptions of, the Partnership Agreement as set forth in this
Item 4 are qualified in their entirety by reference to the Partnership
Agreement filed as Appendix A to the Issuer’s final prospectus, filed with
the Commission pursuant to Rule 424(b)(1) under the Securities Act of 1933,
on March 29, 2007 (No. 333-141422), which is incorporated by reference in
its entirety in this Item 4.
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Item 5.
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Interest
in Securities of the Issuer
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Item 5(a)
is hereby amended and restated as follows:
(a) The
Reporting Person beneficially owns 2,499,129 Common Units, representing 15.6% of
the outstanding Common Units of the Issuer. In addition, the Reporting Person
beneficially owns 8,805,522 subordinated units of the Issuer, representing 100%
of the Issuer’s subordinated units, and 506,472 General Partner Units through
its ownership of the General Partner. Thus, as of April 30, 2008 the Reporting
Person owns 46.6% of the outstanding units of the Issuer, including a 2%
interest through its ownership of the General Partner. As described in
Item 6 below, under certain circumstances, the subordinated units held by
the Reporting Person are convertible into Common Units on a one-for-one
basis.
SIGNATURE
Following
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April 30,
2008
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CAPITAL
MARITIME & TRADING CORP.
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/s/
Ioannis E. Lazaridis
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Name:
Ioannis E. Lazaridis
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Title:
Chief Financial Officer
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