TABLE OF CONTENTS
Prospectus Supplement
Page
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ABOUT THIS PROSPECTUS SUPPLEMENT
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ii
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FORWARD-LOOKING STATEMENTS
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iv
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PROSPECTUS SUMMARY
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S-1
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THE OFFERING
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S-4
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RISK FACTORS
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S-5
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USE OF PROCEEDS
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S-13
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CAPITALIZATION
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S-14
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DESCRIPTION OF COMMON UNITS
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S-15
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TAXATION
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S-17
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PLAN OF DISTRIBUTION
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S-18
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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S-19
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LEGAL MATTERS
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S-20
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EXPERTS
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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Prospectus
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ABOUT THIS PROSPECTUS
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1
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WHERE YOU CAN FIND MORE INFORMATION
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1
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FORWARD-LOOKING STATEMENTS
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2
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ABOUT DYNAGAS LNG PARTNERS LP
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5
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RISK FACTORS
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8
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USE OF PROCEEDS
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9
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CAPITALIZATION
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10
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RATIO OF EARNINGS TO FIXED CHARGES
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11
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PRICE RANGE OF COMMON UNITS AND DISTRIBUTIONS
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12
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DESCRIPTION OF THE COMMON UNITS
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13
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DESRIPTION OF PREFERRED UNITS
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16
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DESCRIPTION OF WARRANTS
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16
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DESCRIPTION OF DEBT SECURITIES
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17
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SUMMARY OF THE PARTNERSHIP AGREEMENT
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25
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OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS
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26
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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37
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NON-UNITED STATES TAX CONSIDERATIONS
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43
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PLAN OF DISTRIBUTION
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44
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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
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45
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LEGAL MATTERS
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45
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EXPERTS
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45
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EXPENSES
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45
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and
also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the base prospectus. The second part is the accompanying base prospectus, which
gives more general information about securities we may offer from time to time, some of which may not apply to this offering. Generally, when we refer to the “prospectus,” we are referring to both parts combined and when we refer to the “accompanying prospectus,” we are referring to the base prospectus. If information in the prospectus supplement conflicts with information in the accompanying base prospectus, you
should rely on the information in this prospectus supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies or
supersedes that statement. Any statement so modified or superseded will be deemed not to constitute a part of this prospectus except as so modified or superseded.
You should rely only on the information contained in this prospectus, any related free writing prospectus and the documents
incorporated by reference into this prospectus. Neither we nor the Agent have authorized anyone else to give you different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. You
should not assume that the information in this prospectus or any free writing prospectus, as well as the information we previously filed with the Commission, that is incorporated by reference into this prospectus, is accurate as of any date other
than its respective date. We will disclose material changes in our affairs in an amendment to this prospectus, a free writing prospectus or a future filing with the Commission incorporated by reference in this prospectus.
We are offering to sell the Common Units, and are seeking offers to buy the Common Units, only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus and the offering of the Common Units in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about
and observe any restrictions relating to the offering of the Common Units and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Unless the context otherwise requires, references in this prospectus to “Dynagas LNG Partners,” the “Partnership,” “we,” “our” and “us”
or similar terms refer to Dynagas LNG Partners LP and its wholly-owned subsidiaries, including Dynagas Operating LP, which owns, directly or indirectly, a 100% interest in the entities that own the LNG carriers in our fleet, which we refer to as
our “Fleet.” References in this prospectus to “our General Partner” refer to Dynagas GP LLC, the general partner of Dynagas LNG Partners LP. References in this prospectus to our “Sponsor” are to Dynagas Holding Ltd. and its subsidiaries other
than us or our subsidiaries and references to our “Manager” refer to Dynagas Ltd., which is wholly owned by the chairman of our Board of Directors, Mr. Georgios Prokopiou. References in this prospectus to the “Prokopiou Family” are to our
Chairman, Mr. Georgios Prokopiou, and certain members of his family.
All references in this prospectus to “Gazprom”, “Equinor” and “Yamal” refer to Gazprom Marketing and Trading Singapore Pte Ltd, Equinor
ASA (previously named Statoil ASA) and Yamal Trade, respectively, and certain of their respective subsidiaries or affiliates, who are our current or prospective charterers. The “Yamal LNG Project” refers to the LNG production terminal on the
Yamal Peninsula in Northern Russia. The terminal consists of three LNG trains with a total capacity of 16.5 million metric tons of LNG per year, that will require ice-class designated vessels to transport LNG from this facility, and for which two
of the vessels in our Fleet, and each of the Optional Vessels (defined below) have been contracted. The Yamal LNG Project is a joint venture between NOVATEK (50.1%), TOTAL E&P Yamal (20%), China National Oil & Gas Exploration and
Development Corporation (CNODC) (20%) and Yaym Limited (9.9%).
Unless otherwise indicated, all references to “U.S. dollars,” “dollars” and “$” in this prospectus are to the lawful currency of the
United States and financial information presented in this prospectus is prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We use the term “LNG” to refer to liquefied natural gas and we use
the term “cbm” to refer to cubic meters in describing the carrying capacity of our vessels.
References herein to the “Omnibus Agreement” refer to the Omnibus Agreement, as amended and as currently in effect, with our Sponsor.
The Omnibus Agreement provides us with the right to acquire ownership interests from our Sponsor certain identified vessels. Our Sponsor owned or owns, directly or indirectly, 100% of the equity interests of the entities that owned or own these
seven identified LNG carriers, the Yenisei River, the Arctic Aurora, the Lena River, the Clean Ocean, the Clean Planet, the Clean Horizon and the Clean Vision, which we refer to throughout
this prospectus as the “Initial Optional Vessels.” In 2014 and 2015, we exercised our purchase options under the Omnibus Agreement and acquired from our Sponsor the Arctic Aurora, the Yenisei River and the Lena River. The purchase options for the Clean Horizon, the Clean
Vision, the Clean Ocean and the Clean Planet have expired unexercised. Our Sponsor also owns a 49% minority
ownership interest in five joint venture entities that currently own five 172,000 cubic meter ARC7 LNG carriers, namely, the Boris Vilkitsky, the Fedor Litke, the
Georgiy Brusilov, the Boris Davydov and the Nikolay Zubov, including the related charters or other agreements relating to
the operation or ownership of these LNG carriers. Our options to purchase the Sponsor’s interests in the Boris Vilkitsky, the Fedor Litke and the related agreements
have expired unexercised. We refer to our Sponsor’s interests in these vessels and the related agreements, other than with respect to the Boris Vilkitsky and the Fedor
Litke, throughout this prospectus supplement as the “Optional Vessels.” Pursuant to the Omnibus Agreement, which is described in more detail in the Annual Report, we have the right but not the obligation, subject to certain terms and
conditions, to acquire the Optional Vessels from our Sponsor.
You should read carefully this prospectus supplement, the accompanying base prospectus, any related free writing prospectus, and the
additional information described under the heading “Where You Can Find Additional Information”, including the documents we incorporate by reference, such as the Annual Report.
PROSPECTUS SUMMARY
This section summarizes material information that appears later in this prospectus supplement and the accompanying
base prospectus and is qualified in its entirety by the more detailed information and financial statements incorporated by reference in this prospectus and the documents we incorporate by reference. This summary may not contain all of the
information that may be important to you. As an investor or prospective investor, you should carefully review the entire prospectus supplement, including the accompanying base prospectus and the documents we incorporate by reference.
Overview
Dynagas LNG Partners LP was organized as a limited partnership in the Republic of the Marshall Islands on May 30, 2013 for the purpose of
owning, operating, and acquiring LNG carriers and other business activities incidental thereto. We own (i) a 100% limited partner interest in Dynagas Operating LP, which owns a 100% interest in our Fleet through intermediate holding companies and
(ii) the non-economic general partner interest in Dynagas Operating LP through our 100% ownership of its general partner, Dynagas Operating GP LLC. We own our vessels through separate wholly-owned subsidiaries that are incorporated in the Republic
of the Marshall Islands and Republic of Malta.
Our principal executive offices are located at Poseidonos Avenue and Foivis 2 Street 166 74 Glyfada, Athens, Greece and our telephone
number at that address is +30 210 891 7960. Our website is www.dynagaspartners.com. Information contained on our website does not constitute part of this prospectus supplement or the accompanying base prospectus.
As of the date of this prospectus supplement, we owned and operated a fleet of six LNG carriers, consisting of the
three modern steam turbine LNG carriers, the Clean Energy, the Ob River and the Amur River (formerly named the Clean Force), which we refer to as our “Initial Fleet”, and three modern tri-fuel diesel electric (TFDE) propulsion technology Ice Class LNG carriers that we additionally acquired from our Sponsor, the Arctic Aurora, the Yenisei River, and the Lena River, and together with our Initial Fleet, we collectively refer to as our
“Fleet.” As of the date of this prospectus supplement, the vessels in our Fleet had an average age of 9.9 years and are contracted under multi-year charters with an average remaining charter term of approximately 8.3 years. All of the vessels in our Fleet vessels are currently employed or are contracted to be employed on multi-year time charters with international energy companies, including Gazprom, Equinor and Yamal.
Since the end of the first fiscal year following our IPO, which occurred in November 2013 and as of the date of this
prospectus supplement, we have increased the total capacity of the vessels in our Fleet by approximately 104% and as of March 31, 2020, the estimated contracted revenue backlog of our Fleet was approximately $1.20 billion, $0.16 billion of which
is a variable hire element contained in certain time charter contracts with Yamal. The variable hire rate on these time charter contracts with Yamal is calculated based on two components—a capital cost component and an operating cost component.
The capital cost component is a fixed daily amount. The daily amount of the operating cost component, which is intended to pass the operating costs of the vessel to the charterer in their entirety including dry-docking costs, is set annually and
adjusted at the end of each year to compensate us for the actual costs we incur in operating the vessel. Dry-docking expenses are budgeted in advance within the year of the dry-dock and are reimbursed by Yamal immediately following the dry-dock.
The actual amount of revenues earned in respect of such operating cost component of such variable hire rate may therefore differ from the amounts included in the revenue backlog estimate due to the annual variations in the respective vessels’
operating costs. The average remaining contract duration is approximately 8.3 years. The estimated contracted revenue backlog of our Fleet excludes options to extend and assumes full utilization for the full term of the charter up to the
charters’ earliest expiration date. The actual amount of revenues earned and the actual periods during which revenues are earned may differ from the amounts and periods described above due to, for example, off-hire for maintenance projects,
downtime, scheduled or unscheduled dry-docking, cancellation or early termination of vessel employment agreements, and other factors that may result in lower revenues than our average contract backlog per day. Our Fleet is managed by our
Manager, Dynagas Ltd., a company controlled by Mr. Georgios Prokopiou. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions” of our Annual Report.
The following table sets forth summary information about our Fleet and the existing time charters relating to the vessels in our Fleet
as of the date of this prospectus supplement:
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Vessel Name
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Year
Built
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Cargo Capacity
(cbm)
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Ice
Class
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Propulsion
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Charterer
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Earliest Charter
Expiration
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Latest Charter
Expiration
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Latest Charter
Expiration including options to extend
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Clean Energy
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2007
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149,700
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No
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Steam
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Gazprom
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March 2026
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April 2026
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n/a
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Ob River
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2007
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149,700
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Yes
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Steam
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Gazprom
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March 2028
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May 2028
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n/a
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Amur River
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2008
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149,700
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Yes
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Steam
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Gazprom
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June 2028
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July 2028
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n/a
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Arctic Aurora
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2013
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155,000
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Yes
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TFDE *
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Equinor
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July 2021
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September 2021(1)
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September 2023(1)
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Yenisei River
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2013
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155,000
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Yes
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TFDE *
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Yamal
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Q4 2033
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Q2 2034
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Q2 2049(2)
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Lena River
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2013
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155,000
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Yes
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TFDE *
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Yamal
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Q2 2034
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Q3 2034
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Q4 2049(3)
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*
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As used in this prospectus supplement, “TFDE” refers to tri-fuel diesel electric propulsion system.
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(1)
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On August 2, 2018, the Arctic Aurora was delivered to Equinor under a time charter contact with an initial term of three years
+/- 30 days. This charter is in direct continuation of the vessel’s previous charter with Equinor, which means that this new charter commenced immediately following the prior charter. Equinor will have the option to extend the charter
term by two consecutive 12-month periods at escalated rates.
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(2)
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On August 14, 2018, the Yenisei River was delivered early to Yamal immediately upon completion of its mandatory statutory class
five-year special survey and dry-docking, pursuant to an addendum to the charter party with Yamal under which we agreed to extend the firm charter period from 15 years to 15 years plus 180 days. The charter contract for the Yenisei River with Yamal in the Yamal LNG Project has an initial term of 15.5 years, which may be extended at Charterers’ option by three consecutive periods of five years.
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(3)
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On July 1, 2019, the Lena River commenced employment under its long term charter with Yamal. The charter contract for the Lena River with Yamal in the Yamal LNG Project has an initial term of 15 years, which may be extended at Charterers’ option by three consecutive periods of five years.
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Our Relationship with Our Sponsor and Members of the Prokopiou Family
We believe that one of our principal strengths is our relationships with our Sponsor, our Manager and members of the Prokopiou Family,
including Mr. Georgios Prokopiou, the Chairman of our Board of Directors, which provide us access to long-standing relationships with major energy companies and shipbuilders and technical, commercial and managerial expertise. Pursuant to the
Omnibus Agreement that we have entered into with our Sponsor and our General Partner, which is defined and further described in our Annual Report, we have the right but not the obligation, subject to certain terms and conditions, to acquire our
Sponsor’s applicable ownership interest in the Optional Vessels. We can provide no assurance that we will realize any benefits from our relationship with our Sponsor or the Prokopiou Family and there is no guarantee that their relationships with
major energy companies and shipbuilders will continue.
As of the date of this prospectus supplement, there were 35,490,000 common units, 35,526 general partner units, 3,000,000 9.00% Series A
Cumulative Redeemable Preferred Units, or our Series A Preferred Units, and 2,200,000 8.75% Series B Fixed to Floating Rate Cumulative Redeemable Perpetual Preferred Units, or our Series B Preferred Units, outstanding. Our Sponsor currently
beneficially owns approximately 44.0% of the equity interests in us (excluding the Series A Preferred Units and the Series B Preferred Units) and 100% of our General Partner, which owns a 0.1% General Partner interest in us and 100% of our
incentive distribution rights. Our Sponsor does not own any Series A Preferred Units or Series B Preferred Units.
Recent and Other Developments
Series A Preferred Units Cash Distributions
On April 22, 2020, we announced a cash distribution of $0.5625 per unit on our Series A Preferred Units for the period from February 12,
2020 to May 11, 2020. This cash distribution was paid on May 12, 2020, to all Series A Preferred unitholders of record as of May 5, 2020.
Series B Preferred Units Cash Distribution
On April 28, 2020, we announced a cash distribution of $0.546875 per unit on our Series B Preferred Units for the period from February
22, 2020 to May 21, 2020. This cash distribution was paid on May 22, 2020, to all Series B Preferred unitholders of record as of May 15, 2020.
Common Units Cash Distribution
Since May 2019, we have not declared or paid any cash distributions relating to our common units and under the terms of
our $675 Million Credit Facility, which was entered into on September 18, 2019, we are restricted from paying distributions to our common unitholders while borrowings are outstanding under such facility. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—$675 Million Credit Facility” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Our Cash
Distribution Policy” in our Annual Report for more information.
Interest Rate Swap Transaction
In May 2020, we entered into a floating to fixed interest rate swap transaction effective from June 29, 2020, which provides a fixed 3
month LIBOR rate of 0.41%, resulting in a fixed effective interest rate cost of 3.41% (including margin) based on notional values that reflect the amortization schedule of 100% of our debt outstanding under the $675.0 Million Credit Facility,
until the $675.0 Million Credit Facility matures in September 2024.
Limited Preemptive Right
To the extent Common Units are sold by the Partnership in this offering, the General Partner of the Partnership plans to exercise its limited preemptive rights to purchase such
number of Common Units from the Partnership as may be required to maintain its 0.1% general partner interest in the Partnership pursuant to terms of the Partnership Agreement. Any Common Units purchased by the General Partner to maintain its
ownership interest will be at the same prices that the Partnership sells Common Units to the public.
RISK FACTORS
Before investing in our Common Units, you should carefully consider all of the information included in or
incorporated by reference into this prospectus supplement and the accompanying base prospectus. Although many of our business risks are comparable to those of a corporation engaged in a similar business, limited partnership interests are
inherently different from the capital stock of a corporation. When evaluating an investment in our Common Units, you should carefully consider the discussion of risk factors set forth below as well as the risks discussed under the heading “Item
3.—D. Risk Factors” of our Annual Report, which is incorporated by reference into this prospectus supplement and the accompanying base prospectus, and information included in any applicable free writing prospectus.
If any of these risks were to occur, our business, financial condition, operating results or cash flows could be
materially adversely affected. In that case, the trading price of our Common Units could decline, and you could lose all or part of your investment.
Risks Relating to our Partnership
Management will have broad discretion as to the use of the proceeds from this
offering and may not use the proceeds effectively.
Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our
management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Our management may use the net proceeds for corporate
purposes that may not improve our financial condition or the market value of our common shares.
The novel coronavirus (COVID-19) pandemic is dynamic and expanding. The continuation of this
outbreak likely will have, and the emergence of other epidemic or pandemic crises could have, material adverse effects on our business, results of operations, or financial condition.
The novel coronavirus pandemic is dynamic and expanding, and its ultimate scope, duration and effects are uncertain. We
expect that this pandemic, and any future epidemic or pandemic crises, could result in direct and indirect adverse effects on our industry and customers, which in turn may impact our business, results of operations and financial condition.
Effects of the current pandemic include, or may include, among others:
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deterioration of worldwide, regional or national economic conditions and activity, which could further reduce or prolong the recent significant declines in energy prices, or adversely
affect global demand for LNG, demand for our services, and charter and spot rates;
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disruptions to our operations as a result of the potential health impact on our employees and crew, and on the workforces of our customers and business partners;
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disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions (including
for any of our onshore personnel or any of our crew members to timely embark or disembark from our vessels), increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of
remote working arrangements;
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potential shortages or a lack of access to required spare parts for our vessels, or potential delays in any repairs to, or scheduled or unscheduled maintenance or modifications or dry
docking of, our vessels, as a result of a lack of berths available by shipyards from a shortage in labor or due to other business disruptions;
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potential delays in vessel inspections and related certifications by class societies, customers or government agencies;
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potential reduced cash flows and financial condition, including potential liquidity constraints;
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reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to continued declines in global financial
markets, including to the prices of publicly-traded securities of us, our peers and of listed companies generally;
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a reduced ability to opportunistically sell any of our LNG vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand
vessels;
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a decline in the market value of our vessels, which may cause us to (a) incur impairment charges or (b) breach certain covenants under our financing agreements;
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disruptions, delays or cancellations in the construction of new LNG projects (including production, liquefaction, regasification, storage and distribution facilities), which could limit
or adversely affect our ability to pursue future growth opportunities; and
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potential deterioration in the financial condition and prospects of our customers or joint venture partners, or attempts by customers or third parties to invoke force majeure contractual
clauses as a result of delays or other disruptions.
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Although disruption and effects from the novel
coronavirus pandemic may be temporary, given the dynamic nature of these circumstances and the worldwide nature of our business and operations, the duration of any business disruption and the related financial impact to us cannot be reasonably
estimated at this time, but could materially affect our business, results of operations and financial condition.
We currently derive all our revenue and cash flow from a limited number of
charterers and the loss of any of these charterers could cause us to suffer losses or otherwise adversely affect our business.
We have derived, and believe we will continue to derive, all of our revenues from a limited number
of charterers, such as Gazprom, Equinor and Yamal. For the year ended December 31, 2019, during which we derived our operating revenues from four charterers, Gazprom accounted for 47%, Yamal accounted for 31%, Equinor accounted for 16% and a
major energy company accounted for 6%, of our total revenues. All of the charters for our Fleet have fixed terms but may be terminated early due to certain events, including but not limited to the charterer's failure to make charter payments to
us because of financial inability, disagreements with us or otherwise. The ability of each of our counterparties to perform its respective obligations under a charter with us will depend on a number of factors that are beyond our control and may
include, among other things, general economic conditions, the condition of the LNG shipping industry, prevailing prices for natural gas, COVID-19 and similar epidemics and pandemic and the overall financial condition of the counterparty. Should a
counterparty fail to honor its obligations under an agreement with us, we may be unable to realize revenue under that charter and may sustain losses, which may have a material adverse effect on our business, financial condition, cash flows,
results of operations and ability to pay any distributions, including reduced distributions, to our unitholders.
In addition, a charterer may exercise its right to terminate its charter if, among other things:
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the vessel suffers a total loss or is damaged beyond repair;
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we default on our obligations under the charter, including prolonged periods of vessel off-hire;
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war or hostilities significantly disrupt the free trade of the vessel;
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the vessel is requisitioned by any governmental authority; or
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prolonged force majeure event occurs, such as war, political unrest or a pandemic which prevents the chartering of the vessel, in each such event in accordance with the terms and
conditions of the respective charter.
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In addition, the charter payments we receive may be reduced if the vessel does not perform
according to certain contractual specifications. For example, charter hire may be reduced if the average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount.
Furthermore, in depressed market conditions, our charterers may no longer need a vessel that is
then under charter or may be able to obtain a comparable vessel at lower rates. As a result, charterers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. If our charterers
fail to meet their obligations to us or attempt to renegotiate our charter agreements, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure may be at lower rates.
If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms
as favorable to us as our current charters, or at all. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel, and we may be required to pay ongoing expenses necessary
to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charter hire under any of our charters, could
have a material adverse effect on our business, results of operations, financial condition and ability to make distributions to our unitholders.
Dry-dockings of our vessels require significant expenditures and result in loss of revenue as our
vessels are off-hire during the dry-docking period. Any significant increase in either the number of off-hire days or in the costs of any repairs or investments carried out during the dry-docking period could have a material adverse effect on our
profitability and our cash flows. Given the potential for unforeseen issues arising during dry-docking, we may not be able to predict accurately the time required to dry-dock any of our vessels. If one or more of our vessels is dry-docked longer
than expected or if the cost of repairs is greater than we had budgeted, there may a material adverse effect on our results of operations and our cash flows, including any cash available for distribution to unitholders. We expect that the next
scheduled dry-dockings for all our vessels will be longer and more costly than normal as a result of the need to install ballast water treatment systems ("BWTS") on each vessel in order to comply with regulatory requirements.
Due to the small size of our Fleet, any delay in the completion time of the dry-dockings or
overrun of costs caused by additional days of work could have a material adverse effect on our business, results of operations and financial condition and could significantly reduce or eliminate our ability to pay any distributions on either or
both of our common or preferred units.
None of our vessels are scheduled to be dry-docked in 2020.
We may be unable to comply with covenants in our debt agreements or any
future financial obligations that impose operating and financial restrictions on us.
Certain of our existing and future debt agreements, which may be secured by mortgages on our
vessels, impose and will impose certain operating and financial restrictions on us, including ensuring that the outstanding amount of the debt agreement does not exceed a certain percentage of the aggregate fair market value of the mortgaged
vessel(s) under the applicable credit facility, restricting our operations or ability to incur additional debt, pay distributions consistent with our past practices or issue equity that would result in our Sponsor ceasing to directly own at least
30% of our total common partnership interest. The operating and financial restrictions and covenants in our $675 Million Credit Facility and any new or amended credit facility we enter into in the future, could adversely affect our ability to
finance future operations or capital needs or to engage, expand or pursue our business activities.
For example, our $675 Million Credit Facility requires the consent of our lenders to, among other
things:
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incur or guarantee indebtedness outside of our ordinary course of business;
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sell, lease, transfer or otherwise dispose of our assets;
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redeem, repurchase or otherwise reduce any of our equity or share capital; and
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declare or pay any dividend, charge, fee or distribution to our common unitholders (as described below).
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Pursuant to the terms of the $675 million Credit Facility, it is considered a change of control,
which could allow the lenders to declare the facility payable within ten days, if, among other things, (i) Dynagas Holdings Ltd. ceases to own 30% of our total common units outstanding, (ii) any person or persons acting in consent (other than
certain permitted holders as defined therein) own a higher percentage of our total common units than in Dynagas LNG Partners LP ("Parent") than our Sponsor and/or have the ability to control, either directly or indirectly, the affairs or
composition of the majority of the board of directors or the board of managers of the Parent, (iii) Mr. George Prokopiou ceases to be our Chairman and/or member of our board, or (iv) Dynagas GP LLC ceases to be our general partner.
The $675 Million Credit Facility also requires us to comply with the International Safety
Management Code and to maintain valid safety management certificates and documents of compliance at all times and also comply with the following financial covenants:
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maintain cash and cash equivalents of not less than 8 per cent of our total liabilities; and
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maintain a consolidated leverage ratio of total liabilities to the aggregate market value of our total assets of no more than 0.7:1.0.
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Should our charter rates or vessel values materially decline in the future, we may seek to obtain
waivers or amendments from our lenders with respect to such financial ratios and covenants, or we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and
satisfy any such financial covenants. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks and
changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, such as the recent outbreak of COVID-19, may affect our ability to comply with these covenants. We cannot assure you that we will meet these
ratios or satisfy these covenants or that our lenders will waive any failure to do so or amend these requirements.
The operating restrictions contained in our existing and future debt agreements may prohibit or
otherwise limit our ability to, among other things:
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obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes on favorable terms, or at all;
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make distributions to unitholders;
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incur additional indebtedness, create liens or issue guarantees;
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charter our vessels or change the terms of our existing charter agreements;
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sell, transfer or lease our assets or vessels or the shares of our vessel-owning subsidiaries;
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make investments and capital expenditures;
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reduce our partners' capital; and
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undergo a change in ownership or Manager.
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A breach of any of the covenants in, or our inability to maintain the required financial ratios
under, our current or future debt agreements would prevent us from borrowing additional money under such debt agreements and could result in a default thereunder. Therefore, we may need to seek permission from our lenders in order to engage in
some actions. Our lenders' interests may be different from ours and we may not be able to obtain our lenders' permission when needed. This may limit our ability to pay distributions on our Series A Preferred Units and Series B Preferred Units,
finance our future operations or capital requirements, make acquisitions or pursue business opportunities.
In addition, our credit facilities may prohibit the payment of distributions to our Series A and
Series B preferred unitholders upon the occurrence of events of default under our debt agreement, which may include, among other things, the following:
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failure to pay any principal, interest, fees, expenses or other amounts when due;
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failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;
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default under other indebtedness;
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an event of insolvency or bankruptcy;
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failure of any representation or warranty to be materially correct; and
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a change of control whereby the Partnership or its affiliates no longer hold, indirectly or directly, 100% of the interests in Arctic LNG Carriers.
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A violation of any of the provisions contained in our existing or future debt agreements may
constitute an event of default under such debt agreement, which, unless cured or waived or modified by our lenders, provides our lenders with the right to, among other things, declare the outstanding debt, together with accrued interest and other
fees, to be immediately due and payable, or to require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants,
sell vessels in our Fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue
to conduct our business.
We have been organized as a limited partnership under the laws of the Marshall
Islands, which does not have a well-developed body of partnership law.
We are organized in the Republic of the Marshall Islands, which does not have a well-developed
body of case law or bankruptcy law and, as a result, unitholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States. Our partnership affairs are governed by our Partnership
Agreement and by the Partnership Act. The provisions of the Partnership Act resemble the limited partnership laws of a number of states in the United States, most notably Delaware. The Partnership Act also provides that it is to be applied and
construed to make it uniform with the Delaware Revised Uniform Partnership Act and, so long as it does not conflict with the Partnership Act or decisions of the Marshall Islands courts, interpreted according to the non-statutory law (or case law)
of the State of Delaware. There have been, however, few, if any, court cases in the Marshall Islands interpreting the Partnership Act, in contrast to Delaware, which has a fairly well-developed body of case law interpreting its limited
partnership statute. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as the courts in Delaware. For example, the rights of our unitholders and the fiduciary responsibilities of our General Partner
under Marshall Islands law are not as clearly established as under judicial precedent in existence in Delaware. As a result, unitholders may have more difficulty in protecting their interests in the face of actions by our General Partner and its
officers and directors than would unitholders of a similarly organized limited partnership in the United States. Further, the Republic of the Marshall Islands does not have a well-developed body of bankruptcy law. As such, in the case of a
bankruptcy of our Partnership, there may be a delay of bankruptcy proceedings and the ability of unitholders and creditors to receive recovery after a bankruptcy proceeding.
We are a “foreign private issuer” under New York Stock Exchange, or the NYSE,
rules, and as such we are entitled to exemption from certain corporate governance standards of the NYSE applicable to domestic companies, and holders of our common units may not have the same protections afforded to unitholders of companies that
are subject to all of the NYSE corporate governance requirements.
We are a “foreign private issuer” under the securities laws of the United States and the rules of
the NYSE. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well as different financial reporting requirements. As a foreign private
issuer, we are exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal unitholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S.
companies whose securities are registered under the Exchange Act, including the filing of quarterly reports or current reports on Form 8-K. Under the NYSE rules, a “foreign private issuer” is subject to less stringent corporate governance
requirements. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home country practice in lieu of the listing requirements of the NYSE.
A majority of our directors qualify as independent under the NYSE director independence
requirements. However, we cannot assure you that we will continue to maintain an independent board in the future. In addition, we may have one or more non-independent directors serving as committee members on our compensation committee. As a
result, non-independent directors may among other things, participate in fixing the compensation of our management, making share and option awards and resolving governance issues regarding our Partnership.
Accordingly, in the future holders of our common units may not have the same protections afforded
to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
For a description of our corporate governance practices, please see “Item 6. Directors, Senior
Management and Employees.”
Because we are organized under the laws of the Marshall Islands, it may be
difficult to serve us with legal process or enforce judgments against us, our directors or our management.
We are organized under the laws of the Marshall Islands, and substantially all of our assets are
located outside of the United States. In addition, our directors and officers generally are or will be non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United
States. As a result, it may be difficult or impossible for holders of our common units to bring an action against us or against these individuals in the United States if they believe that their rights have been infringed under securities laws or
otherwise. Even if holders of our common units are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict them from enforcing a judgment against our assets or the assets
of our directors or officers.
Our Partnership Agreement designates the Court of Chancery of the State of
Delaware as the sole and exclusive forum for any claims, suits, actions or proceedings, unless otherwise provided for by Marshall Islands law, for certain litigation that may be initiated by our unitholders, which could limit our unitholders’
ability to obtain a favorable judicial forum for disputes with the Partnership.
Our Partnership Agreement provides that, unless otherwise provided for by Marshall Islands law,
the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims that:
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arise out of or relate in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the Partnership Agreement or the
duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us);
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are brought in a derivative manner on our behalf;
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assert a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our General Partner, or owed by our General Partner, to us or the limited
partners;
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assert a claim arising pursuant to any provision of the Partnership Act; or
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assert a claim governed by the internal affairs doctrine,
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regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are
based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. Any person or entity purchasing or otherwise acquiring any interest in our common units shall be deemed to have notice of and to have
consented to the provisions described above. This forum selection provision may limit our unitholders’ ability to obtain a judicial forum that they find favorable for disputes with us or our directors, officers or other employees or
unitholders.
Provisions in our organizational documents may have anti-takeover effects.
Our Partnership Agreement contains provisions that could make it more difficult for a third-party
to acquire us without the consent of our Board of Directors. These provisions require approval of our Board of Directors and prior consent of our General Partner.
These provisions could also make it difficult for our unitholders to replace or remove our current
Board of Directors or could have the effect of discouraging, delaying or preventing an offer by a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many unitholders. As a result, unitholders may be limited
in their ability to obtain a premium for their common units.
Risks Relating to our Common Units
The price of our common units may be volatile.
The price of our common units may be volatile and may fluctuate due to factors including:
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our payment of cash distributions to our unitholders;
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actual or anticipated fluctuations in quarterly and annual results;
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fluctuations in the seaborne transportation industry, including fluctuations in the LNG carrier market;
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mergers and strategic alliances in the shipping industry;
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changes in governmental regulations or maritime self-regulatory organization standards;
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shortfalls in our operating results from levels forecasted by securities analysts; announcements concerning us or our competitors;
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the failure of securities analysts to publish research about us, or analysts making changes in their financial estimates;
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general economic conditions;
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business interruptions caused by the recent outbreak of COVID-19;
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future sales of our units or other securities;
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investors’ perception of us and the LNG shipping industry;
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the general state of the securities market; and
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other developments affecting us, our industry or our competitors.
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Securities markets worldwide are experiencing significant price and volume fluctuations. The
market price for our common units may also be volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common units in spite of our operating performance.
Increases in interest rates may cause the market price of our common units to
decline.
An increase in interest rates may cause a corresponding decline in demand for equity investments
in general. Any such increase in interest rates or reduction in demand for our common units resulting from other relatively more attractive investment opportunities may cause the trading price of our common units to decline.
Unitholders may have liability to repay distributions.
Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed
to them. Under the Partnership Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Marshall Islands law provides that for a period of three years from the
date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Marshall Islands law will be liable to the limited partnership for the distribution amount.
Assignees who become substituted limited partners are liable for the obligations of the assignor to make contributions to the Partnership that are known to the assignee at the time it became a limited partner and for unknown obligations if the
liabilities could be determined from the Partnership Agreement. Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a
distribution is permitted.
We may issue additional equity securities, including securities senior to the
common units, without the approval of our common unitholders, which would dilute the ownership interests of the common unitholders.
We may, without the approval of our common unitholders, issue an unlimited number of additional
units or other equity securities, subject to the restriction in our $675 Million Credit Facility that the Sponsor must own at least 30% of our total common units outstanding. In addition, we may issue an unlimited number of units that are senior
to the common units in right of distribution, liquidation and voting. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. The issuance by us of additional common units or
other equity securities of equal or senior rank may have the following effects:
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our existing unitholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for distribution per unit may decrease;
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the relative voting strength of each previously outstanding unit may be diminished; and
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the market price of our common units may decline.
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DESCRIPTION OF COMMON UNITS
The following description of our Common Units does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the provisions of our Fourth Amended and Restated Agreement of Limited Partnership, or the Partnership Agreement, which is incorporated by reference into this prospectus supplement or the accompanying base
prospectus, and sets forth the terms of the Common Units. A copy of the Partnership Agreement may be obtained from us as described under “Where You Can Find Additional Information.”
Under our Partnership Agreement, the authorized number of our Series A Preferred Units and Series B Preferred Units is
unlimited. We may, without the approval of our common unitholders, issue an unlimited number of additional units or other equity securities, subject to the restriction in our $675 Million Credit Facility that the Sponsor must own at least 30% of
our total Common Units outstanding. In addition, we may issue an unlimited number of units that are senior to the Common Units in right of distribution, liquidation and voting. As of the date of this prospectus supplement, we had 35,490,000
Common Units issued and outstanding.
Each outstanding Common Unit is entitled to one vote on matters subject to a vote of common unitholders. However, to
preserve our ability to be exempt from U.S. federal income tax under Section 883 of the Code, if at any time, any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that 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 our board
of directors), determining the presence of a quorum or for other similar purposes under our Partnership Agreement, unless otherwise required by law. The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro
rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our General Partner, its affiliates and persons who acquired common units with the prior approval of our board of
directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.
Common unitholders will have no right to elect our General Partner on an annual or other continuing basis. Our General
Partner may not be removed except by a vote of the holders of at least 66 2/3% of the outstanding common and subordinated units, including any common and subordinated units owned by our General Partner and its affiliates, voting together as a
single class. Our board consists of five members, two of whom are appointed by our General Partner in its sole discretion and three of whom are elected by our common unitholders. Directors elected by our common unitholders are divided into three
classes serving staggered three-year terms. At the Partnership’s 2014 Annual General Meeting of Limited Partners, the Class I Elected Director was elected to serve for a one year term expiring on the date of the succeeding annual meeting, the
Class II Elected Director was elected to serve for a two-year term expiring on the second succeeding annual meeting and (c) the Class III Elected Director was elected to serve for a three-year term expiring on the third succeeding annual
meeting. At each annual meeting of limited partners, directors will be elected to succeed the class of directors whose terms have expired by a plurality of the votes of the common unitholders. Directors elected by our common unitholders will be
nominated by the Board of Directors or by any limited partner or group of limited partners that beneficially owns at least 15% of the outstanding common units.
The Partnership held its 2019 Annual General Meeting of Limited Partners on November 26, 2019, at which (i) Mr. Alexios
Rodopoulos was re-elected to serve as a Class II Director for a three-year term until the 2022 Annual Meeting of Limited Partners, and (ii) Ernst & Young (Hellas) Certified Auditors Accountants S.A. were re-appointed to serve as the
Partnership’s independent auditors for the fiscal year ending December 31, 2019.
Common unitholders are entitled under our Partnership Agreement to receive a minimum quarterly distribution of $0.365
per unit, after distributions are made on the Series A Preferred Units and the Series B Preferred Units but, to the extent we have sufficient cash on hand to pay the distribution, after establishment of cash reserves and payment of fees and
expenses and if permitted under our existing and future debt agreements. Under the terms of the $675 Million Credit Facility, the Partnership is restricted from paying distributions to its common unitholders while borrowings are outstanding. As
such, since entry into the $675 Million Credit Facility, we have discontinued minimum quarterly distributions to our common unitholders. There is no guarantee that we will pay the minimum quarterly distribution to common unitholders, the general
partner or to holders of the incentive distribution rights in the future.
If at any time our General Partner and its affiliates own more than 80% of the outstanding Common Units, our General
Partner has the right, but not the obligation, to purchase all, but not less than all, of the remaining Common Units at a price equal to the greater of (x) the average of the daily closing prices of the Common Units over the 20 trading days
preceding the date three days before the notice of exercise of the call right is first mailed and (y) the highest price paid by our General Partner or any of its affiliates for Common Units during the 90-day period preceding the date such notice
is first mailed. Our Sponsor is not obligated to obtain a fairness opinion regarding the value of the Common Units to be repurchased by it upon the exercise of this limited call right.
We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities
imposed by the laws of the Republic of The Marshall Islands or our Partnership Agreement.
Anti-takeover Effect of Certain Provisions of our Partnership Agreement
Our Partnership Agreement contains provisions that could make it more difficult for a third-party to acquire us without
the consent of our Board of Directors. These provisions require approval of our Board of Directors and prior consent of our General Partner. These provisions could also make it difficult for our unitholders to replace or remove our current Board
of Directors or could have the effect of discouraging, delaying or preventing an offer by a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many unitholders. As a result, unitholders may be limited in
their ability to obtain a premium for their common units.
PLAN OF DISTRIBUTION
We have entered into the Sales Agreement, dated July 2, 2020, with the Agent in which we may, at any time and from time
to time, offer and sell up to $30.0 million of shares of our Common Units, through the Agent, as our agent for the offer and sale of the units. Any such sales may be made by any method permitted by law that is deemed to be an “at the market
offering” as defined in Rule 415 under the Securities Act.
Upon acceptance of written instructions from us, the Agent will use its commercially reasonable efforts consistent with
their normal trading and sales practices to sell Common Units under the terms and subject to the conditions set forth in the Sales Agreement. We will instruct the Agent as to the number of Common Units to be sold. We may instruct the Agent not to
sell Common Units if the sale cannot be effected at or above the price designated by us in any instruction. We may suspend the offering of our Common Units upon proper notice and subject to other conditions.
The Agent has agreed to provide written confirmation of any sales to us no later than the opening of the trading day on
the NYSE immediately following the trading day on which shares of our Common Units were sold under the Sales Agreement. Each confirmation will include the number of shares sold on the preceding day, the net proceeds to us and the compensation
payable by us to the Agents in connection with the sales.
We will pay the Agent commissions for their services in acting as agents in the sale of our Common Units offered hereby.
Under the Sales Agreement, the Agent will be entitled to compensation equal to up to 3% of the gross proceeds from each sale of units sold through them as our agent. If we sell Common Units to the Agent, acting as principal, we will enter into a
separate agreement setting forth the terms of such transaction and, to the extent required by applicable law, we will describe such agreement in a separate prospectus supplement or pricing supplement. We have also agreed to reimburse the Agent for
fees and disbursements of counsel to the Agent in an amount up to $35,000. In accordance with FINRA Rule 5110 these reimbursed fees and expenses are deemed underwriting compensation in connection with this offering. We estimate that the total
expenses for the offering will be approximately $186,000.
Settlement of sales of our Common Units will occur on the second trading day following the date on which such sales are
made, or on some other date that is agreed upon by us and the Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar
arrangement. Sales of our Common Units, if any, as contemplated by this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and the Agent may
agree upon.
In connection with this offering, the Agent will, with respect to sales effected in an “at the market offering,” be
deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have agreed to indemnify the Agent against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments that the Agent may be required to make because of those liabilities.
The offering of our Common Units pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all
our Common Units subject to the Sales Agreement, or (2) termination of the Sales Agreement in accordance with its terms.
The Agent or their affiliates have in the past and may continue to provide investment banking and advisory services for
us and/or our affiliates in the ordinary course of their business for which they have received and may continue to receive customary fees.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus supplement and
the accompanying base prospectus with the Commission. This prospectus is a part of that registration statement, which includes additional information.
Government Filings
We file annual and special reports with the Commission. The Commission maintains a website at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding issuers that file electronically with the Commission. Our filings are also available on our website at http://www.dynagaspartners.com. The information on our website, however, is not,
and should not be deemed to be, a part of this prospectus.
This prospectus and any applicable prospectus are part of a registration statement that we filed with the Commission and do not contain
all of the information in the registration statement. The full registration statement may be obtained from the Commission or us, as indicated below. Statements in this prospectus or any applicable prospectus about these documents are summaries and
each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents that are filed as exhibits to this registration statement for a more complete description of the relevant matters.
You may inspect a copy of the registration statement through the Commission’s website.
Information Incorporated by Reference
We disclose important information to you by referring you to documents that we have previously filed with the Commission. The information
incorporated by reference is considered to be part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference. In the case of a conflict or inconsistency between information set forth in this
prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.
We hereby incorporate by reference our
Annual
Report containing our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed, our
Report
on Form 6-K, filed with the Commission on April 22, 2020, announcing a declared cash distribution of $0.5625 per unit on our Series A Preferred Units, our
Report on Form 6-K, filed with the Commission on April 28, 2020, announcing a declared cash distribution of $0.546875 per unit on our Series B Preferred
Units, and our
Report on Form 6-K, filed with the Commission on June 5, 2020, containing results of operations and our interim unaudited consolidated
financial statements for the three months ended March 31, 2020.
In addition, we may incorporate by reference into this prospectus supplement our
reports on Form 6-K filed after the date of this prospectus supplement (and before the time that all of the securities offered by this prospectus supplement have been sold or de-registered) if we identify in the report that it is being
incorporated by reference in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus. We have
not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus as well as the information we previously filed with the Commission and incorporated by reference, is accurate as
of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.
You may request a free copy of the above mentioned filing or any subsequent filing we incorporated by reference to this prospectus by
writing or telephoning us at the following address:
Dynagas LNG Partners LP
Poseidonos Avenue and Foivis 2 Street
16674 Glyfada, Athens, Greece
+30 210 891 7960 (telephone number)
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the main costs and expenses, other than the Agent’s commissions, which we will be required to pay in
connection with this offering.*
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U.S. Securities and Exchange Commission registration fee attributable to this offering
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$
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3,894
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Legal fees and expenses
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135,000
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Accounting fees and expenses
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41,230
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Miscellaneous
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5,876
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Total
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$
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186,000
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*
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All amounts are estimated, except the U.S. Securities and Exchange Commission registration fee. We allocate the cost of this fee on an approximately pro-rata basis with each offering.
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Dynagas LNG Partners LP
Up to $30.0 Million Maximum Aggregate Offering of
Common Units Representing Limited Partnership Interests
July 2, 2020