GasLog Ltd. and GasLog Partners LP Announce Agreement for the Acquisition by GasLog Ltd. of GasLog Partners LP’s Publicly Held Common Units
April 06 2023 - 4:39PM
GasLog Ltd. (“GasLog”) (NYSE: GLOG-PA) and GasLog
Partners LP (“GasLog Partners” or the “Partnership”) (NYSE:
GLOP), each an international owner and operator of liquefied
natural gas (“LNG”) carriers, today announced that they have
entered into a definitive merger agreement pursuant to which GasLog
will acquire all of the outstanding common units of the Partnership
not beneficially owned by GasLog (the “Transaction”).
GasLog will acquire the outstanding common units of the
Partnership not beneficially owned by GasLog for overall
consideration of $8.65 per common unit in cash, consisting in part
of a special distribution by the Partnership of $3.28 per common
unit in cash that will be distributed to the Partnership’s
unitholders in connection with the closing of the Transaction and
the remainder to be paid by GasLog as merger consideration at the
closing of the Transaction. The overall consideration of $8.65 per
common unit represents a 24% premium to the closing price of the
Partnership’s common units on January 24, 2023, the last trading
day prior to the public disclosure of GasLog’s initial offer, and a
31% premium to the volume weighted average price of the
Partnership’s common units over the 30 calendar days prior to
January 24, 2023.
The conflicts committee (the “Conflicts Committee”) of the Board
of Directors of the Partnership (the “Partnership Board”),
comprised solely of independent directors advised by its own
independent legal and financial advisors, unanimously recommended
that the Partnership Board approve the merger agreement and
determined that the Transaction was in the best interests of the
Partnership and the holders of its common units unaffiliated with
GasLog. Acting upon the recommendation of the Conflicts Committee,
the Partnership Board unanimously approved the merger agreement and
the Transaction and recommended that the common unitholders of the
Partnership vote in favor of the Transaction.
The Transaction is expected to close by the end of the third
quarter of 2023, subject to approval of the Transaction by holders
of a majority of the common units of the Partnership and the
satisfaction of certain customary closing conditions. GasLog owns
30.2% of the common units of the Partnership and has entered into a
support agreement with the Partnership committing to vote its
common units in favor of the merger.
The preference units of the Partnership will remain outstanding
and continue to trade on the New York Stock Exchange immediately
following the completion of the Transaction.
Evercore is acting as financial advisor to the Conflicts
Committee and Richard, Layton & Finger, P.A. is acting as legal
counsel to the Conflicts Committee. DNB Markets Inc. is acting as
financial advisor to GasLog. Cravath, Swaine & Moore LLP and
Cozen O’Connor (Marshall Islands) are acting as legal counsel to
GasLog.
Forward-Looking Statements
All statements in this press release that are not statements of
historical fact are “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements that address
activities, events or developments, such as the closing of the
Transaction, that GasLog and the Partnership expect, project,
believe or anticipate will or may occur in the future, particularly
in relation to our operations, cash flows, financial position,
liquidity and cash available for dividends or distributions, plans,
strategies, business prospects and changes and trends in our
business and the markets in which we operate. We caution that these
forward-looking statements represent our estimates and assumptions
only as of the date of this press release, about factors that are
beyond our ability to control or predict, and are not intended to
give any assurance as to future results. Any of these factors or a
combination of these factors including the closing of this
Transaction could materially affect future results of operations
and the ultimate accuracy of the forward-looking statements. Other
factors that might cause future results and outcomes to differ
include, but are not limited to, the other risks and uncertainties
described in GasLog’s Annual Report on Form 20-F filed with the SEC
on March 3, 2023 and the Partnership’s Annual Report on Form 20-F
filed with the SEC on March 6, 2023, each available
at http://www.sec.gov. Accordingly, you should not unduly rely
on any forward-looking statements.
We undertake no obligation to update or revise any
forward-looking statements contained in this press release, whether
as a result of new information, future events, a change in our
views or expectations or otherwise, except as required by
applicable law. New factors emerge from time to time, and it is not
possible for us to predict all of these factors. Further, we cannot
assess the impact of each such factor on our business or the extent
to which any factor, or combination of factors, may cause actual
results to be materially different from those contained in any
forward-looking statement.
Contacts:
GasLog PartnersRobert BrinbergRose & CompanyPhone: +1
212-517-0810Email: gaslog@roseandco.com
GasLog Ltd.Achilleas TasioulasChief Financial
OfficerPhone: +30 210 2209842Email: ir@gaslogltd.com
About GasLog Partners
GasLog Partners is an owner, operator and acquirer of LNG
carriers. The Partnership’s fleet consists of eleven wholly-owned
LNG carriers as well as three vessels on bareboat charters, with an
average carrying capacity of approximately 159,000 cbm. GasLog
Partners is a publicly traded master limited partnership (NYSE:
GLOP) but has elected to be treated as a C corporation for U.S.
income tax purposes and therefore its investors receive an Internal
Revenue Service Form 1099 with respect to any distributions
declared and received. Visit GasLog Partners’ website
at http://www.gaslogmlp.com.
About GasLog
GasLog is an international owner, operator and manager of LNG
carriers providing support to international energy companies as
part of their LNG logistics chain. GasLog’s consolidated fleet
consists of 38 LNG carriers (33 on the water, four under
construction and one vessel undergoing conversion into a floating
storage and regasification unit, or “FSRU”). Of these vessels, 18
are owned by GasLog, six have been sold and leased back by GasLog
under long-term bareboat charters and of the remaining 14 LNG
carriers, eleven are owned by the Company’s subsidiary, GasLog
Partners LP, and three have been sold and leased back by GasLog
Partners LP.
This press release is not an offering of securities for sale
in any jurisdiction.
Certain participants in the Transaction will prepare and file
with the SEC a Schedule 13E-3 Transaction Statement, which will
contain important information on GasLog Partners, GasLog, the
Transaction and related matters, including the terms and conditions
of the Transaction. Unitholders of GasLog Partners are urged to
carefully read these documents, as they may be amended from time to
time, before making any decision with respect to the Transaction.
The Schedule 13E-3 and all other documents filed with the SEC in
connection with the Transaction will be available when filed, free
of charge, on the SEC’s website at www.sec.gov. In addition, these
documents will be made available, free of charge, to unitholders of
GasLog Partners who make a written request to the investor contact
above. This announcement is neither a solicitation of a proxy, an
offer to purchase nor a solicitation of an offer to sell any
securities and it is not a substitute for any filings that may be
made with the SEC should the Transaction proceed.
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