UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the month of February, 2010
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 x Form
40-F o
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 o No x
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 o No x
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 o No x
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 are the audited balance sheets of our general partner, Capital
GP L.L.C., as of December 31, 2009, 2008 and 2007.
Attached as Exhibit II is the Consent of Deloitte. Hadjipavlou,
Sofianos & Cambanis S.A.
This
report on Form 6-K is hereby incorporated by reference into the registrant's
registration statement, registration number 333-153274, dated October 1,
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
|
|
|
of
Capital GP L.L.C.
|
|
Dated:
February 22, 2010
Exhibit
I
INDEX
TO BALANCE SHEET
CAPITAL
GP L.L.C.
|
Page
|
|
|
2009
AND 2008 BALANCE SHEETS
|
|
|
Report
of Independent Registered Public Accounting Firm
|
2
|
|
Balance
Sheets as of December 31, 2009 and 2008
|
3
|
|
Notes
to the Balance Sheets
|
4
|
|
2007
BALANCE SHEET
|
|
|
Report
of Independent Registered Public Accounting Firm
|
6
|
|
Balance
Sheet as of December 31, 2007
|
7
|
|
Notes
to the Balance Sheet
|
8
|
1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Member of Capital GP L.L.C.,
Majuro,
Republic of the Marshall Islands
We
have audited the accompanying balance sheets of Capital GP L.L.C. (the
"Company"), as of December 31, 2009 and 2008. These balance sheets are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these balance sheets based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the balance
sheets are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheets, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audits of the balance sheets
provide a reasonable basis for our opinion.
In
our opinion, the balance sheets referred to above present fairly, in all
material respects, the financial position of Capital GP L.L.C. as of December
31, 2009 and 2008, in conformity with accounting principles generally accepted
in the United States of America.
/s/
Deloitte. Hadjipavlou, Sofianos & Cambanis S.A.
Athens,
Greece
February
22, 2010
2
Capital
GP L.L.C.
Balance
Sheets
(In
thousands of United States Dollars)
|
December 31,
|
||
|
2009
|
2008
|
|
|
Assets
|
||
|
Current
assets
|
||
|
Cash
|
$-
|
$2
|
|
Due
from related party (Note 3)
|
64
|
|
|
Total
current assets
|
64
|
2
|
|
Other
non-current assets
|
||
|
Investment
in Capital Product Partners L.P. (Note 2)
|
3,140
|
15,912
|
|
Total
non-current assets
|
3,140
|
15,912
|
|
Total
assets
|
$3,204
|
$15,914
|
|
Liabilities
and Member’s Equity
|
||
|
Current
liabilities
|
||
|
Trade
payables
|
$64
|
|
|
Total
current liabilities
|
64
|
|
|
Total
Liabilities
|
64
|
|
|
Commitments
and Contingencies
|
||
|
Member’s
Equity
|
||
|
Member’s
equity
|
1
|
1
|
|
Due
(from) / to Member (Note 4)
|
(10,696)
|
2,871
|
|
Accumulated
Other Comprehensive Loss
|
(663)
|
(873)
|
|
Retained
earnings
|
14,498
|
13,915
|
|
Total
member’s equity
|
3,140
|
15,914
|
|
Total
liabilities and member’s equity
|
$3,204
|
$15,914
|
The
accompanying notes are an integral part of these balance sheets.
3
Capital
GP L.L.C.
Notes
to the Balance Sheets
(In
thousands of United States Dollars)
1. Nature
of Operations
CAPITAL
GP L.L.C. (the “Company”) was formed on January 16, 2007, under the laws of the
Marshall Islands, to become the general partner of Capital Product Partners L.P.
(or the “Partnership”). Pursuant to the partnership agreement dated April 3,
2007, the board of directors of the Partnership has the authority to oversee and
direct Partnership’s operations, management and policies on an exclusive basis.
The Company manages the Partnership’s day-to-day activities as delegated by the
board of directors of the Partnership consistent with and based on the policies
and procedures adopted by the Partnership’s board of directors. These activities
include but are not limited to the use of the assets of the Partnership, the
collection and dismissal of consultants, agents and other contractors, the
negotiation, execution and performance of contracts, tax, regulatory and other
filings. The Company is a wholly owned subsidiary of Capital Maritime
and Trading Corp (CMTC). As of February 2, 2007, CMTC had contributed $1 to the
Company in exchange for a 100% ownership interest. Following the successful
completion of the Initial Public Offering (“IPO”) of the Partnership on the
NASDAQ Global Market on April 3, 2007 the Company acquired 455,470 general
partner units representing a 2% general partner interest in the Partnership and
all of the incentive distribution rights which entitle the Company to receive
additional cash distribution in excess of its 2% general partner interest if the
Partnership’s quarterly distribution to unitholders is in excess of $0.4313 per
unit. On March 31,
and April 30, 2008, the Company acquired 40,976 and 10,026 additional general
partner units respectively in order to maintain its 2% general partnership
interest in the Partnership.
2. Significant
Accounting Policies
|
(a)
|
Cash and
cash equivalents: Cash and cash equivalents consist of
cash deposits held on call with
banks.
|
|
(b)
|
Investment
in Capital Product Partners L.P.: Investment represents
the Company’s participation in Capital Product Partners L.P. The Company
exercises significant influence in the Partnership through its rights
under the Partnership agreement, but it does not exercise control. This
type of investment is accounted for by the equity method of accounting.
Under this method, the Company records an investment in the equity of an
affiliate at cost, and adjusts the carrying amount for its share of the
earnings or losses of the affiliate subsequent to the date of investment
and reports the recognized earnings or losses in income. Dividends
received from an affiliate reduce the carrying amount of the investment.
When the Company’s share of losses in an affiliate equals or exceeds its
interest in the affiliate, the Company does not recognize further losses,
unless the Company has incurred obligations or made payments on behalf of
the affiliate.
|
|
(c)
|
Accumulated
Other Comprehensive (Loss)/Gain: The Company records its
proportionate share of the Partnership’s Accumulated Other Comprehensive
(Loss)/Gain as a decrease/increase respectively, in the Investment in
Capital Product Partners L.P. with a corresponding adjustment to the
Member’s Equity.
|
4
Capital
GP L.L.C.
Notes
to the Balance Sheets
(In
thousands of United States Dollars
3. Transactions with Related
Party
According
to the Partnership agreement the Partnership shall reimburse the Company for
direct and indirect expenses it incurs on behalf of the Partnership. As at
December 31, 2009 and 2008 the balance due from the Partnership for such
expenses amounted to $64 and $0 respectively and is presented in the Balance
Sheets under current assets as “Due from related party”.
|
4.
|
Due
(from) / to Member
|
As of
December 31, 2008 the Company has an amount due to its member of $2,871. This
balance consists of a payable of $6,427 relating to the acquisition of general
partner units by the Company and a receivable of $3,556 which mainly reflects
the Company’s portion of the Partnership’s dividends which were collected by
CMTC. The amount of $2,871 does not bear interest and does not have any fixed
terms of repayment.
As of
December 31, 2009 the Company has an amount due from its member of $10,696. This
balance consists of a receivable of $17,123 which mainly reflects the Company’s
portion of the Partnership’s distributions which were collected by CMTC and a
payable of $6,427 relating to the acquisition of general partner units of the
Partnership by the Company. The significant increase in the amount due from the
member in 2009 resulted from the receipt of the incentive distribution rights
payment, (Note 1) following the declaration of a cash distribution of $1.05 per
unit for the fourth quarter of 2008. The amount of $10,696 does not bear
interest and does not have any fixed terms of repayment.
|
5.
|
Subsequent
Events
|
We have evaluated subsequent events
through February 22,
2010, the date the balance sheet was issued.
5
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Member of Capital GP L.L.C.,
Majuro,
Republic of the Marshall Islands
We
have audited the accompanying balance sheet of Capital GP L.L.C. (the
"Company"), as of December 31, 2007. This balance sheet is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
balance sheet based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the balance
sheet is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit of the balance sheet
provides a reasonable basis for our opinion.
In
our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Capital GP L.L.C. as of December
31, 2007, in conformity with accounting principles generally accepted in the
United States of America.
/s/
Deloitte. Hadjipavlou, Sofianos & Cambanis S.A.
Athens,
Greece
February
22, 2010
6
Capital
GP L.L.C.
Balance
Sheet
(In
thousands of United States Dollars)
|
December
31, 2007
|
|
|
Assets
|
|
|
Current
assets
|
|
|
Cash
|
$1
|
|
Total
current assets
|
1
|
|
Other
non-current assets
|
|
|
Investment
in Capital Product Partners L.P. (Note 2)
|
3,238
|
|
Total
non-current assets
|
3,238
|
|
Total
assets
|
$3,239
|
|
Liabilities
and Member’s Equity
|
|
|
Commitments
and Contingencies
|
|
|
Member’s
Equity
|
|
|
Member’s
equity
|
1
|
|
Due
to Member (Note 3)
|
3,014
|
|
Accumulated
Other Comprehensive Loss
|
(207)
|
|
Retained
earnings
|
431
|
|
Total
member’s equity
|
3,239
|
|
Total
liabilities and member’s equity
|
$3,239
|
The
accompanying notes are an integral part of this balance sheet.
7
Capital
GP L.L.C.
Notes
to the Balance Sheet
(In
thousands of United States Dollars)
1. Nature
of Operations
CAPITAL
GP L.L.C. (the “Company”) was formed on January 16, 2007, under the laws of the
Marshall Islands, to become the general partner of Capital Product Partners L.P.
(or the “Partnership”). Pursuant to the partnership agreement dated April 3,
2007, the board of directors of the Partnership has the authority to oversee and
direct Partnership’s operations, management and policies on an exclusive basis.
The Company manages the Partnership’s day-to-day activities as delegated by the
board of directors of the Partnership consistent with and based on the policies
and procedures adopted by the Partnership’s board of directors. These activities
include but are not limited to the use of the assets of the Partnership, the
collection and dismissal of consultants, agents and other contractors, the
negotiation, execution and performance of contracts, tax, regulatory and other
filings. The Company is a wholly owned subsidiary of Capital Maritime and
Trading Corp (CMTC). As of February 2, 2007, CMTC had contributed $1 to the
Company in exchange for a 100% ownership interest. Following the successful
completion of the Initial Public Offering (“IPO”) of the Partnership on the
NASDAQ Global Market on April 3, 2007 the Company acquired 455,470 general
partner units representing a 2% general partner interest in the Partnership and
all of the incentive distribution rights which entitle the Company to receive
additional cash distribution in excess of its 2% general partner interest if the
Partnership’s quarterly distribution to the unitholders is in excess of $0.4313
per unit.
2. Significant
Accounting Policies
|
(a)
|
Cash and
cash equivalents: Cash and cash equivalents consist of
cash deposits held on call with
banks.
|
|
(b)
|
Investment
in Capital Product Partners L.P.: Investment represents the
Company’s participation in Capital Product Partners L.P. The Company
exercises significant influence in the Partnership, through its rights
under the Partnership agreement, but it does not exercise control. This
type of investment is accounted for by the equity method of accounting.
Under this method, the Company records an investment in the equity of an
affiliate at cost, and adjusts the carrying amount for its share of the
earnings or losses of the affiliate subsequent to the date of investment
and reports the recognized earnings or losses in income. Dividends
received from an affiliate reduce the carrying amount of the investment.
When the Company’s share of losses in an affiliate equals or exceeds its
interest in the affiliate, the Company does not recognize further losses,
unless the Company has incurred obligations or made payments on behalf of
the affiliate.
|
|
(c)
|
Accumulated
Other Comprehensive Loss: The Company records its proportionate
share of the Partnership’s Accumulated Other Comprehensive Loss as a
decrease in the Investment in Capital Product Partners L.P. with a
corresponding adjustment to the Member’s
Equity.
|
8
Capital
GP L.L.C.
Notes
to the Balance Sheet
(In
thousands of United States Dollars)
3. Due
to Member
As of
December 31, 2007 the Company has an amount due to its member of $3,014. This
balance consists of a payable of $5,471 relating to the acquisition of general
partner units of the Partnership by the Company and a receivable of $2,457 which
mainly reflects the Company’s portion of the Partnership’s dividends which were
collected by CMTC.
|
4.
|
Subsequent
Events
|
We have
evaluated subsequent events through February 22, 2010, the date the balance
sheet was issued.
9
Exhibit
II
CONSENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
No. 333-153274 on Form F-3 of our reports dated February 22, 2010, relating to
the balance sheets of Capital GP L.L.C. (the “Company”) appearing in the
Prospectus, which is part of this Registration Statement, and to the reference
to us under the heading “Experts” in such
Prospectus.
/s/
Deloitte. Hadjipavlou, Sofianos & Cambanis S.A.
Athens,
Greece
February
22, 2010