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CUSIP No. Y11082206 | | Page 5 of 10 |
This Amendment No. 29 amends and supplements the disclosures in Items 2 and 4, 5 and 6 of the Schedule 13D (the “Schedule 13D”) filed with the SEC on April 4, 2008, as amended by amendments thereto filed on December 29, 2023, December 26, 2023, November 13, 2023, October 6, 2023, September 29, 2023, June 21, 2023, May 26, 2023, October 17, 2022, August 8, 2022, April 4, 2022, December 21, 2021, December 7, 2021, October 18, 2021, September 22, 2020, September 10, 2020, May 1, 2019, December 14, 2018, December 3, 2018, April 23, 2015, September 29, 2014, March 29, 2013, June 13, 2012, May 31, 2012, October 26, 2011, October 5, 2011, May 9, 2011, February 26, 2009, and April 30, 2008, relating to the Common Units of the Issuer, a limited partnership organized under the laws of the Republic of the Marshall Islands. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.
Item 2. Identity and Background.
This Schedule 13D is jointly filed by Capital Maritime & Trading Corp. (“Capital Maritime”), Evangelos M. Marinakis and Miltiadis E. Marinakis (collectively, the “Reporting Persons”).
The principal business office and address of each Reporting Person is c/o Capital Maritime, 3 Iassonos Street Piraeus, 18537, Greece.
Mr. Evangelos M. Marinakis is the chairman and a director of Capital Maritime.
Mr. Miltiadis E. Marinakis is the son of Mr. Evangelos M. Marinakis. Although not engaged in day-to-day management, Mr. Miltiadis E. Marinakis holds and oversees certain shipping interests on behalf of the Marinakis family.
Capital Maritime is a corporation incorporated in the Marshall Islands. The principal business of Capital Maritime consists of shipping and transportation services.
Capital Gas is a corporation incorporated in the Marshall Islands. The principal business of Capital Gas consists of shipping and transportation services.
The name, position, address and citizenship of the directors and executive officers of Capital Maritime are set forth on Schedule A attached hereto, and are incorporated herein by reference.
During the past five years, none of the Reporting Persons, and to the best of their knowledge, none of the Reporting Persons’ directors or executive officers (as applicable) (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented to include the following:
On August 1, 2024, the Board of Directors of the Issuer (the “Board”), the conflicts committee of the Board (the “Conflicts Committee”), a majority of the limited partners of the Issuer and the general partner of the Issuer, Capital GP L.L.C., an affiliate of the Reporting Persons (the “General Partner” or “CGP LLC”) approved the entry by the Issuer into a Plan of Conversion pursuant to which, among other things, (i) the Issuer shall be converted from a Marshall Islands limited partnership to a Marshall Islands corporation to be named “Capital Clean Energy Carriers Corp.” (the “Corporation”) pursuant to and in accordance with the Marshall Islands Limited Partnership Act (the “Partnership Act”) and the Marshall Islands Business Corporations Act (the “MIBCA”), (ii) each of the outstanding Common Units of the Issuer shall be converted into one common share, with par value $0.01 per share, of the Corporation (“Common Shares”) and (iii) the 348,570 outstanding General Partner units and all outstanding incentive distribution rights of the Issuer shall be converted into 3,500,000 Common Shares (collectively, the “Conversion”). Immediately following the Conversion, the Reporting Persons, together with CGP LLC are expected to beneficially own 59.0% of the outstanding Common Shares of the Corporation (based on 58,387,313 Common Shares expected to be outstanding immediately following the Conversion and excluding 2,122,352 Common Shares expected to be held in treasury).
In accordance with the Plan of Conversion, the Issuer will file a Certificate of Conversion (the “Certificate of Conversion”) and Articles of Incorporation of the Corporation (the “Articles of Incorporation”), in substantially the forms attached to the Plan of Conversion, with the Registrar of Corporations of the Republic of the Marshall Islands pursuant to Sections 5 and 132 of the MIBCA and Section 27 of the Partnership Act. The Certificate of Conversion and the Articles of Incorporation are expected to be filed with the Registrar of Corporations of the Republic of the Marshall Islands on August 26, 2024 (the “Effective Date”). On the Effective Date, the Issuer will adopt the Bylaws of the Corporation (the “Bylaws”), in substantially the form attached to the Plan of Conversion.
In connection with the Conversion, on the Effective Date the Corporation will enter into a Shareholders’ Agreement with Capital Maritime, Capital Gas and CGP LLC, setting forth certain governance matters with respect to the Corporation and a Registration Rights Agreement with Capital Maritime, Capital Gas, CGP LLC, Paparebecorp Limited, a Cyprus limited liability company (“Paparebecorp”) and Ascetico Limited, a Cyprus limited liability company (together with Paparebecorp and their Affiliates, the “Yoda Parties”), setting forth certain registration rights with respect to the Corporation (the “Registration Rights Agreement”). The Corporation will also enter into an Executive Services Agreement with CGP LLC, pursuant to which CGP LLC and its affiliates will provide certain executive, investor relations and corporate support services to the Corporation (the “Executive Services Agreement”).