Owners' Capital/Partners' Equity | 6. Owners’ Capital/Partners’ Equity As of January 1,2017, the capital of each of the subsidiaries consisted of 12,000 authorized common shares with a par value of $1 per share, all of which have been issued and are outstanding, resulting in a total share capital of $72. Each share was entitled to one vote. Capital contributions represent capital contributed by the owner of each subsidiary in excess of par value to fund working capital and shipyard installments and capital contributed through contributed services. The reconciliation of owners’ capital is as follows: Total Share Contributed Retained Owners’ capital surplus earnings capital Balance as of January 1, 2017 72 291,354 33,133 324,559 Capital contributions — 12,000 — 12,000 Profit and total comprehensive income attributable to GasLog’s operations (Note 20) — — 53,981 53,981 Net contribution to the Partnership (36) (137,817) (36,532) (174,385) Balance as of December 31, 2017 36 165,537 50,582 216,155 Profit and total comprehensive income attributable to GasLog's operations (Note 20) — — 25,449 25,449 Net contribution to the Partnership (24) (124,949) (43,497) (168,470) Balance as of December 31, 2018 12 40,588 32,534 73,134 IFRS 16 adjustment (Note 2) — — 15 15 Balance as of January 1, 2019 12 40,588 32,549 73,149 Profit and total comprehensive income attributable to GasLog’s operations (Note 20) — — 2,650 2,650 Net contribution to the Partnership (12) (40,588) (35,199) (75,799) Balance as of December 31, 2019 — — — — On January 27, 2017, GasLog Partners completed an equity offering of 3,750,000 common units at a public offering price of $20.50 per unit. In addition, the option to purchase additional units was partially exercised by the underwriter on February 24, 2017, resulting in 120,000 additional units being sold at the same price. The aggregate net proceeds from this offering, including the partial exercise by the underwriter of the option to purchase additional units, after deducting underwriting discounts and other offering expenses, were $78,197. In connection with the offering, the Partnership also issued 78,980 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $1,619. On May 15, 2017, GasLog Partners completed a public offering of 5,750,000 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), including 750,000 units issued upon the exercise in full by the underwriters of their option to purchase additional Series A Preference Units, liquidation preference $25.00 per unit, at a price to the public of $25.00 per preference unit. The net proceeds from the offering, after deducting underwriting discounts, commissions and other offering expenses, were $138,804. The Series A Preference Units are listed on the New York Stock Exchange under the symbol “GLOP PR A”. On May 16, 2017, GasLog Partners commenced an “at-the-market” common equity offering programme (“ATM Programme”) under which the Partnership may, from time to time, raise equity through the issuance and sale of new common units having an aggregate offering price of up to $100,000 in accordance with the terms of an equity distribution agreement, entered into on the same date. Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC have agreed to act as sales agents. On November 3, 2017, the Partnership entered into the Amended and Restated Equity Distribution Agreement to increase the size of the ATM Programme to $144,040 and include UBS Securities LLC as a sales agent. From establishment of the ATM Programme through December 31, 2017, GasLog Partners had issued and received payment for 2,737,405 common units at a weighted average price of $22.97 per common unit for total net proceeds, after deducting fees and other expenses, of $61,224. In connection with the issuance of common units under the ATM Programme during this period, the Partnership also issued 55,866 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $1,283. Additionally, on May 16, 2017, the subordination period expired and consequently all 9,822,358 subordinated units held by GasLog converted into common units on a one-for-one basis and now participate pro rata with all other outstanding common units in distributions of available cash. On January 17, 2018, GasLog Partners completed a public offering of 4,600,000 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”), including 600,000 units issued upon the exercise in full by the underwriters of their option to purchase additional Series B Preference Units, liquidation preference $25.00 per unit, at a price to the public of $25.00 per preference unit. The net proceeds from the offering, after deducting underwriting discounts, commissions and other offering expenses, were $111,194. The Series B Preference Units are listed on the New York Stock Exchange under the symbol “GLOP PR B”. On April 3, 2018, GasLog Partners issued 33,998 common units in connection with the vesting of 16,999 Restricted Common Units (“RCUs”) and 16,999 Performance Common Units (“PCUs”) under its 2015 Long-Term Incentive Plan (the “2015 Plan”) at a price of $23.55 per unit. Subsequently, on April 26, 2018, in connection with the acquisition of GAS-fourteen Ltd., the entity that owns and charters the GasLog Gibraltar , GasLog Partners issued 1,858,975 common units to GasLog at a price of $24.21 per unit. In connection with these common equity issuances and in order for GasLog to retain its 2.0% general partner interest, GasLog Partners also issued 38,632 general partner units to GasLog, for net proceeds of $935. On November 15, 2018, GasLog Partners completed a public offering of 4,000,000 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series C Preference Units”, and together with the Series A Preference Units and Series B Preference Units, the “Preference Units”), liquidation preference $25.00 per unit, at a price to the public of $25.00 per preference unit. The net proceeds from the offering, after deducting underwriting discounts, commissions and other offering expenses, were $96,307. The Series C Preference Units are listed on the New York Stock Exchange under the symbol “GLOP PR C”. Under the Partnership’s ATM Programme, in the year ended December 31, 2018, GasLog Partners issued and received payment for 2,553,899 common units at a weighted average price of $23.72 per common unit for total net proceeds, after deducting fees and other expenses, of $60,013. In connection with the issuance of common units under the ATM Programme during this year, the Partnership also issued 52,121 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $1,236. On January 29, 2019, the board of directors of GasLog Partners authorized a unit repurchase programme of up to $25,000 covering the period January 31, 2019 to December 31, 2021. Under the terms of the repurchase programme, GasLog Partners may repurchase common units from time to time, at its discretion, on the open market or in privately negotiated transactions. During the year ended December 31, 2019, GasLog Partners repurchased and cancelled 1,171,572 common units at a weighted average price of $19.52 per common unit, for a total cost of $22,890 including commissions. On February 26, 2019, the Partnership entered into a Third Amended and Restated Equity Distribution Agreement to further increase the size of the ATM Programme from $144,040 to $250,000. As of December 31, 2019, the unutilized portion of the ATM Programme is $126,556. On April 1, 2019, GasLog Partners issued 49,850 common units in connection with the vesting of 24,925 Restricted Common Units (“RCUs”) and 24,925 Performance Common Units (“PCUs”) under its 2015 Long-Term Incentive Plan (the “2015 Plan”). On June 24, 2019, the Partnership Agreement was amended to eliminate the IDRs, effective as of June 30, 2019, in exchange for the issuance by the Partnership to GasLog of 2,532,911 common units and 2,490,000 Class B units (of which 415,000 are Class B-1 units, 415,000 are Class B-2 units, 415,000 are Class B-3 units, 415,000 are Class B-4 units, 415,000 are Class B-5 units and 415,000 are Class B-6 units), issued on June 30, 2019. With respect to the aforementioned transactions during the year, the Partnership also issued 93,804 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $1,996. As of December 31, 2019, the Partnership’s capital consisted of 46,860,182 outstanding common units , 1,021,336 outstanding general partner units, 2,490,000 Class B units and 14,350,000 Preference Units. Cash distributions The Partnership’s cash distributions for the years ended December 31, 2017, 2018 and 2019 are presented in the following table: Type of Distribution Payment Amount Declaration date units per unit date paid January 26, 2017 Common $ 0.49 February 10, 2017 19,549 April 26, 2017 Common $ 0.50 May 12, 2017 20,121 July 26, 2017 Common $ 0.51 August 11, 2017 21,001 July 26, 2017 Preference (Series A) $ 0.71875 September 15, 2017 4,132 October 25, 2017 Common $ 0.5175 November 10, 2017 22,377 November 16, 2017 Preference (Series A) $ 0.5390625 December 15, 2017 3,100 Total $ 90,280 January 30, 2018 Common $ 0.5235 February 14, 2018 22,845 February 8, 2018 Preference (Series A) $ 0.5390625 March 15, 2018 3,100 February 8, 2018 Preference (Series B) $ 0.33028 March 15, 2018 1,519 April 26, 2018 Common $ 0.53 May 11, 2018 24,272 May 11, 2018 Preference (Series A) $ 0.5390625 June 15, 2018 3,100 May 11, 2018 Preference (Series B) $ 0.5125 June 15, 2018 2,357 July 25, 2018 Common $ 0.53 August 10, 2018 24,272 July 25, 2018 Preference (Series A) $ 0.5390625 September 17, 2018 3,100 July 25, 2018 Preference (Series B) $ 0.5125 September 17, 2018 2,357 October 24, 2018 Common $ 0.53 November 9, 2018 25,716 November 15, 2018 Preference (Series A) $ 0.5390625 December 17, 2018 3,100 November 15, 2018 Preference (Series B) $ 0.5125 December 17, 2018 2,356 Total $ 118,094 January 29, 2019 Common $ 0.55 February 13, 2019 26,929 February 22, 2019 Preference (Series A) $ 0.5390625 March 15, 2019 3,100 February 22, 2019 Preference (Series B) $ 0.5125 March 15, 2019 2,357 February 22, 2019 Preference (Series C) $ 0.7083 March 15, 2019 2,833 April 24, 2019 Common $ 0.55 May 10, 2019 26,911 May 10, 2019 Preference (Series A) $ 0.5390625 June 17, 2019 3,100 May 10, 2019 Preference (Series B) $ 0.5125 June 17, 2019 2,357 May 10, 2019 Preference (Series C) $ 0.53125 June 17, 2019 2,125 July 24, 2019 Common $ 0.55 August 9, 2019 26,640 July 24, 2019 Preference (Series A) $ 0.5390625 September 16, 2019 3,100 July 24, 2019 Preference (Series B) $ 0.5125 September 16, 2019 2,357 July 24, 2019 Preference (Series C) $ 0.53125 September 16, 2019 2,125 October 29, 2019 Common $ 0.55 November 13, 2019 26,437 November 14, 2019 Preference (Series A) $ 0.5390625 December 16, 2019 3,100 November 14, 2019 Preference (Series B) $ 0.5125 December 16, 2019 2,357 November 14, 2019 Preference (Series C) $ 0.53125 December 16, 2019 2,125 Total $ 137,953 Voting Rights The following is a summary of the unitholder vote required for the approval of the matters specified below. Matters that require the approval of a “unit majority” require the approval of a majority of the outstanding common units voting as a single class. In voting their common units the general partner and its affiliates will have no fiduciary duty or obligation whatsoever to the Partnership or the limited partners, including any duty to act in good faith or in the best interests of the Partnership or the limited partners. Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve the Partnership’s ability to claim an exemption 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 or series of units then outstanding, any units beneficially 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 limited partners, calculating required votes (except for purposes of nominating a person for election to the board of directors), determining the presence of a quorum or for other similar purposes under the Partnership Agreement, unless otherwise required by law. Effectively, this means that the voting rights of any such unitholders in excess of 4.9% will 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. The general partner, its affiliates and persons who acquired common units with the prior approval of the 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. This loss of voting rights does not apply to the preference units. The Partnership holds a meeting of the limited partners every year to elect one or more members of the board of directors and to vote on any other matters that are properly brought before the meeting. The general partner retains the right to appoint four of the directors. Preference unitholders generally have no voting rights. However, the consent of at least two thirds of the outstanding preference units, voting as a single class, is required prior to any amendment to the Partnership Agreement that would have a material adverse effect on the existing terms of the preference units, the issuance of securities that rank pari passu to the preference units if distributions are in arrears, or the issuance of securities that rank senior to the preference units. In addition, preference unitholders become entitled to elect one director to the Partnership’s board of directors if and whenever distributions payable are in arrears for six or more quarterly periods, whether or not consecutive. In such a case, the general partner will also be entitled to appoint one additional director to the board of directors. General Partner Interest The Partnership Agreement provides that the general partner initially will be entitled to 2.0% of all distributions that the Partnership makes prior to its liquidation. The general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 2.0% general partner interest if the Partnership issues additional units. The general partner’s 2.0% interest, and the percentage of the Partnership’s cash distributions to which it is entitled, will be proportionately reduced if the Partnership issues additional units in the future and the general partner does not contribute a proportionate amount of capital to the Partnership in order to maintain its 2.0% general partner interest. The general partner will be entitled to make a capital contribution in order to maintain its 2.0% general partner interest in the form of the contribution to the Partnership of common units based on the current market value of the contributed common units. Incentive Distribution Rights IDRs represented the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the payment of preference unit distributions and after the minimum quarterly distribution and the target distribution levels had been achieved. Since completion of the IPO, GasLog had held 100% of the IDRs. The IDRs may be transferred separately from any other interests, subject to restrictions in the Partnership Agreement. Except for transfers of incentive distribution rights to an affiliate or another entity as part of a merger or consolidation with or into, or sale of substantially all of the assets to, such entity, the approval of a majority of the Partnership’s common units (excluding common units held by the general partner and its affiliates), voting separately as a class, is generally required for a transfer of the IDRs to a third party prior to March 31, 2019. Any transfer by GasLog of the IDRs would not change the percentage allocations of quarterly distributions with respect to such right. On November 27, 2018, the Partnership Agreement was amended to allow for the substitution of the then existing IDRs with a new class of IDRs (the “New IDRs”, together with the Old IDRs, the “IDRs”) with revised rights to distributions. Pursuant to this amendment, the 48.0% tier of distributions to the New IDRs holders was removed, while the definition of available cash from operating surplus for distribution to the New IDRs holders was revised to exclude any available cash from operating surplus generated from third-party (i.e., non-GasLog) acquisitions, as defined in the agreement. In exchange for the waiving of the aforementioned rights, the Partnership paid $25,000 to GasLog, the holder of the IDRs, sourced from available cash. The following table illustrates the percentage allocation of the additional available cash from operating surplus after the payment of preference unit distributions, in respect to such rights, until November 27, 2018: Marginal Percentage Interest in Distributions Total Quarterly Distribution General Holders of Old IDRs Target Amount Unitholders Partner IDRs Minimum Quarterly Distribution $ 0.375 98.0 % 2.0 % 0 % First Target Distribution $ 0.375 up to $ 0.43125 98.0 % 2.0 % 0 % Second Target Distribution $ 0.43125 up to $ 0.46875 85.0 % 2.0 % 13.0 % Third Target Distribution $ 0.46875 up to $ 0.5625 75.0 % 2.0 % 23.0 % Thereafter Above $ 0.5625 50.0 % 2.0 % 48.0 % Effective November 27, 2018 (and until the IDR elimination, described above), the percentage allocation of the additional available cash from operating surplus after the payment of preference unit distributions and excluding available cash from operating surplus derived from non-GasLog acquisitions, was amended, in respect to such rights, as follows: Marginal Percentage Interest in Distributions Total Quarterly Distribution General Holders of New IDRs Target Amount Unitholders Partner IDRs Minimum Quarterly Distribution $ 0.375 98.0 % 2.0 % 0 % First Target Distribution $ 0.375 up to $ 0.43125 98.0 % 2.0 % 0 % Second Target Distribution $ 0.43125 up to $ 0.46875 85.0 % 2.0 % 13.0 % Thereafter Above $ 0.46875 75.0 % 2.0 % 23.0 % Following the IDR elimination, 98% of the available cash is distributed to the common unitholders and 2% is distributed to the general partner. The updated earnings allocation applies to the Partnership’s earnings for the three months ended June 30, 2019 and onwards (Note 20). Subordinated Units Since the IPO and until May 16, 2017, GasLog held all of the Partnership’s subordinated units. The principal difference between the common units and subordinated units was that in any quarter during the subordination period the subordinated units were entitled to receive the minimum quarterly distribution of $0.375 per unit only after the common units had received the minimum quarterly distribution and arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units did not accrue arrearages. In accordance with the terms of the Partnership Agreement, the subordination period generally would end if the Partnership had earned and paid at least $0.375 on each outstanding common and subordinated unit and the corresponding distribution on the general partner’s 2.0% interest for any three consecutive four-quarter periods ending on or after March 31, 2017. On May 16, 2017, the subordination period expired and consequently all 9,822,358 subordinated units held by GasLog converted into common units on a one-for-one basis and now participate pro rata with all other outstanding common units in distributions of available cash. Class B units The Class B units have all of the rights and obligations attached to the common units, except for voting rights and participation in distributions until such time as GasLog exercises its right to convert the Class B units to common units. The Class B units will become eligible for conversion on a one-for-one basis into common units at GasLog’s option on July 1, 2020, July 1, 2021, July 1, 2022, July 1, 2023, July 1, 2024 and July 1, 2025 for the Class B-1 units, Class B-2 units, Class B-3 units, Class B-4 units, Class B-5 units and Class B-6 units, respectively. Preference Units From and including the original issue date to, but excluding, June 15, 2027, distributions on the Series A Preference Units will accrue at 8.625% per annum per $25.00 of liquidation preference per unit. From and including June 15, 2027, the distribution rate will be a floating rate equal to the three-month London Interbank Offered Rate (“LIBOR”)* plus a spread of 6.31% per annum per $25.00 of liquidation preference per unit of Series A Preference Units. From and including the original issue date to, but excluding, March 15, 2023, distributions on the Series B Preference Units will accrue at 8.200% per annum per $25.00 of liquidation preference per unit. From and including March 15, 2023, the distribution rate will be a floating rate equal to three-month LIBOR* plus a spread of 5.839% per annum per $25.00 of liquidation preference per unit of Series A Preference Units. From and including the original issue date to, but excluding, March 15, 2024, the distribution rate for the Series C Preference Units will accrue at 8.500% per annum per $25.00 of liquidation preference per unit. From and including March 15, 2024, the distribution rate will be a floating rate equal to the three-month LIBOR* plus a spread of 5.317% per annum per $25.00 of liquidation preference per unit of Series C Preference Units. The initial distribution on the Series C Preference Units is payable on March 15, 2019. The Preference Units issued are not convertible into common units and have been accounted for as equity instruments based on certain characteristics such as the absolute discretion held by our board of directors over distributions, which can be deferred and accumulated, as well as the redemption rights held only by the Partnership. The Series A, Series B and Series C Preference Units have preference upon liquidation and the holders would receive $25.00 per unit plus any accumulated and unpaid distributions. * Upon discontinuance of the LIBOR base rate, the appointed calculation agent will use a substitute or successor base rate that it has determined in its discretion, after consultation with the Partnership, and which is most comparable to the LIBOR base rate . |