The purpose of this Amendment No. 5 to the Schedule 13D filed by GasLog with the Securities and Exchange Commission (the “SEC”) on April 27, 2018, as amended by the Amendment No. 1 to Schedule 13D filed by GasLog with the SEC on November 27, 2018, the Amendment No. 2 to Schedule 13D filed by GasLog with the SEC on June 26, 2019, the Amendment No. 3 to Schedule 13D filed by GasLog with the SEC on January 25, 2023 and the Amendment No. 4 filed by GasLog with the SEC on April 7, 2023 (as amended, the “Amended Schedule 13D”), is to amend certain portions of the Amended Schedule 13D as described herein. Except as set forth below, all Items in the Amended Schedule 13D remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Amended Schedule 13D is hereby amended by adding the following paragraph:
The total consideration paid for the Common Units not already owned by GasLog in connection with the Merger was approximately $194.3 million. In addition, in connection with the transactions contemplated by the Merger Agreement, the Issuer paid to holders of Common Units (other than the Reporting Person) the Special Distribution in an aggregate amount of approximately $118.7 million. The consideration paid by the Reporting Person was funded through cash on hand, the proceeds from the Special Distribution received by the Reporting Person and the borrowing of a term loan which was subsequently repaid in full.
Item 4. Purpose of Transaction
Item 4 of the Amended Schedule 13D is hereby amended by adding the following paragraphs above the last paragraph in Item 4:
Merger Closing
On July 13, 2023, the Issuer completed the Merger, upon which the separate corporate existence of Merger Sub ceased, with the Issuer as the surviving company in the Merger. The Merger became effective at 6:30 a.m. Eastern Time on July 13, 2023 (the “Effective Time”) pursuant to the certificate of merger that was issued by the Registrar of Corporations of the Marshall Islands on such date.
At the Effective Time, each Common Unit that was issued and outstanding immediately prior to the Effective Time (other than Common Units that, as of immediately prior to the Effective Time, were held by the Reporting Person) was converted into the right to receive $5.37 in cash, without interest.
Promptly after completion of the Merger and related transactions, the Common Units of the Issuer were delisted from the New York Stock Exchange.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The information set forth on the cover pages to this Schedule 13D/A are incorporated by reference into this Item 5.
(c)
The information set forth in Item 4 is incorporated by reference into this Item 5.
On July 3, 2023, the Issuer issued to GasLog 415,000 Common Units in connection with GasLog’s election to convert its Class B-4 units issued upon the elimination of GasLog’s incentive distribution rights in June 2019.
Except as otherwise described herein, neither the Reporting Person nor, to the Reporting Person’s knowledge, the Covered Individuals, has effected any transactions in the Common Units during the past 60 days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information provided or incorporated by reference in Items 3 and 4 are hereby incorporated by reference herein.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
