e425
Filing
under Rule 425 under the U.S. Securities Act of 1933
Filing by: CAPITAL PRODUCT PARTNERS L.P. (SEC No. 001-33373)
Subject Company: CRUDE CARRIERS CORP. (SEC File No. 001-34651)
CAPITAL PRODUCT PARTNERS L.P. ANNOUNCES SECOND QUARTER 2011 FINANCIAL RESULTS
ATHENS, Greece, July 29, 2011 Capital Product Partners L.P. (the Partnership) (NASDAQ: CPLP),
an international owner of modern double-hull tankers, today released its financial results for the
second quarter ended June 30, 2011.
The Partnerships net income for the quarter ended June 30, 2011 was $15.1 million, or $0.38 per
limited partnership unit, which is $0.32 higher than the $0.06 per unit from the previous quarter
ended March 31, 2011, and $0.22 higher than the $0.16 per unit from the second quarter of 2010. The
Partnerships reported net income for the quarter includes a $16.5 million gain from bargain
purchase related to the purchase value of the M/V Cape Agamemnon (Cape Agamemnon) as the fair
value of the vessel and the time charter exceeded the purchase consideration. In addition, we
incurred $2.7 million in general and administrative expenses related to the definitive merger
agreement with Crude Carriers Corp. (Crude Carriers) announced on May 5, 2011, the proxy
statement on Form F-4 filed with the Securities and Exchange Commission and the completion of the
acquisition Cape Agamemnon.
Operating surplus for the quarter ended June 30, 2011 was $5.7 million, which is $3.4 million lower
than the $9.1 million from the first quarter of 2011 and $4.5 million lower than the $10.2 million
from the second quarter of 2010. The Partnerships operating surplus for the quarter reflects the
significant general and administrative expenses incurred in relation to the merger with Crude
Carriers and the completion of the acquisition of Cape Agamemnon. The reduction on the recommended
reserves is also the result of the timing of the acquisition of Cape Agamemnon and the issuance of
7.1 million units to Capital Maritime & Trading Corp. (Capital Maritime) on June 10, 2011 as part
payment for that acquisition. Operating surplus is a non-GAAP financial measure used by certain
investors to measure the financial performance of the Partnership and other master limited
partnerships. (Please see Appendix A for a reconciliation of this non-GAAP measure to net income.)
Revenues for the second quarter of 2011 were $27.9 million, compared to $31.8 million in the second
quarter of 2010. The Partnerships revenues reflect the lower charter rates at which it
re-chartered a number of its vessels whose original charters expired during the previous quarters
and the off hire of the M/T Amore Mio II for the duration of its scheduled special survey and
dry-docking.
Total operating expenses for the second quarter of 2011 were $21.1 million, compared to $18.6
million in the second quarter of 2010. The operating expenses for the second quarter of 2011
included $7.9 million in fees for the commercial and technical management of the fleet paid to a
subsidiary of Capital Maritime, $8.2 million in depreciation and $3.9 million in general and
administrative expenses, of which $0.6 million was a non-cash charge related to the Omnibus
Incentive Compensation Plan. As discussed above, in the general and administrative expenses we
include $2.7 million related to the definitive merger agreement with Crude Carriers, the proxy
statement on Form F-4 filed with the Securities and Exchange Commission and the completion of the
acquisition Cape Agamemnon.
Net interest expense and finance cost for the second quarter of 2011 amounted to $8.1 million
compared to $8.0 million for the second quarter of 2010.
As of June 30, 2011 the Partnerships long-term debt increased by $25.0 million, which was used as
part payment for the acquisition of the Cape Agamemnon, to $499.0 million compared to long- term
debt of $474.0 million as of December 31, 2010. The Partners capital stood at $307.6 million,
which is $67.8 million higher compared to the Partners capital as of December 31, 2010, following
the issuance of 7.1 million units to Capital Maritime for the acquisition of the above mentioned
vessel.
Fleet Developments
The charter of M/T Agisilaos (2006 Built, Hyundai Mipo 36,760 DWT, Ice Class 1A) with Capital
Maritime was extended for an additional period of twelve months (+/-30 days). The twelve month
extension is fixed at a gross daily charter rate of $13,500 ($13,331 net) and the charter is
subject to a profit sharing arrangement which allows each party to share, at a 50/50 percentage,
additional revenues earned for breaching the Institute Warranty Limits. The earliest expected
redelivery is June 2012.
The charter of M/T Arionas (2006 Built, Hyundai Mipo 36,725 DWT, Ice Class 1A) with Capital
Maritime was extended for an additional period of twelve months (+/-30 days). The twelve month
extension is fixed at a gross daily charter rate of $13,800 ($13,628 net) and the charter is
subject to a profit sharing arrangement which allows each party to share, at a 50/50 percentage,
additional revenues earned for breaching the Institute Warranty Limits. The earliest expected
redelivery is September 2012.
Market Commentary
Overall, in the second quarter 2011 the product tanker spot market saw a marked improvement, when
compared to the second quarter of 2010, due to increased demand in the transatlantic and Caribbean
markets and tighter vessel supply, which drove spot charter rates to a 30-month high.
The period charter market remained robust with increased activity for both shorter and longer term
employment.
A number of recent modern product tanker sales reaffirmed an increase in asset prices, when
compared to the same period last year, reflecting owners expectations for an improving market rate
environment.
The product tanker order book continued to experience substantial slippage into 2011, as less than
50% of the expected Medium Range (MR) and handy size tanker new buildings have been delivered on
schedule. As a result, the current product tanker order book is considered amongst the most
attractive in the shipping industry.
The crude tanker market remained soft compared to the same quarter last year, due to increased
tonnage availability in most trading areas and high refinery outages throughout the second quarter
of 2011.
Quarterly Cash Distribution
On July 22, 2011, the Board of Directors of the Partnership declared a cash distribution of $0.2325
per unit for the second quarter of 2011, in line with managements annual guidance. The second
quarter 2011 distribution will be paid on August 15, 2011 to unit holders of record on August 4,
2011.
M/V Cape Agamemnon Acquisition
On June 10, 2011, the Partnership completed the acquisition of the dry cargo vessel M/V
Cape Agamemnon (179,221 dwt, built 2010, Sungdong Shipbuilding & Marine Engineering Co., Ltd.,
South Korea) from Capital Maritime, including a 10-year highly attractive time charter.
As previously announced, as part of the consideration for the acquisition of the M/V Cape
Agamemnon, the Partnership issued 7,100,000 CPLP common and GP units to Capital Maritime based on a
$10.35 price per unit and paid $25.0 million in cash funded from a new credit facility provided by
Credit Agricole Emporiki Bank. The new facility is non-amortizing until March 2013 and is priced at
LIBOR plus 3.25%.
The purchase value of Cape Agamemnon of $83.5 used in our financial statements is calculated based
on the issuance of the common units at their closing price of June 9th, 2011 i.e. $8.20
per unit.
Merger Agreement Update
As announced on May 5, 2011, the Partnership entered into a definitive agreement to merge with
Crude Carriers in a unit for share transaction. The exchange ratio was set at 1.56 CPLP common
units for each Crude Carriers share. CPLP will be the surviving entity in the merger and will
continue to be structured as a master limited partnership but will remain a corporation for US tax
purposes and unit holders will continue to receive a 1099 form. The Partnership expects that the
merger will be completed during the third quarter of 2011.
Management Commentary
Mr. Ioannis Lazaridis, Chief Executive and Chief Financial Officer of the Partnerships General
Partner commented: We are pleased to have entered into two very important transactions during the
course of the second quarter of 2011, the definitive merger agreement with Crude Carriers and the
acquisition of the Cape Agamemnon, whose full impact on the Partnerships results is expected from
the fourth quarter onwards. We believe that our future distribution growth will be enhanced through
the combination of these two transactions. We are also pleased to see a continuous improvement in
product tanker earnings compared to the more subdued levels experienced in 2009 and 2010. The
continued slippage observed in product tanker deliveries combined with the recovery in demand for
oil products, bodes well for the prospects of the product tanker market in the medium to long run.
Given the companys modern, high specification product tanker fleet, our ability to conduct spot
and period business with most oil majors and traders and the Partnerships track record of
performance, we expect to be in a favorable position to capitalize on these developments.
Conference Call and Webcast
Today, July 29, 2011 at 10:00 a.m. Eastern Daylight Time (U.S.), the Partnership will host an
interactive conference call.
Conference Call details:
Participants should dial into the call 10 minutes before the scheduled time using the following
numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or + (44) 1452 542 301
(Standard International Dial-in). Please quote Capital Product Partners.
A replay of the conference call will be available until August 5, 2011. The United States replay
number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay number is
(+44) 1452 550 000 and the access code required for the replay is: 69648481#.
Slides and audio webcast:
The slide presentation accompanying the conference call will be available on the Partnerships
website at www.capitalpplp.com. An audio webcast of the call will also be accessible on the
website. The relevant links will be found in the Investor Relations section of the website.
Forward-Looking Statements:
The statements in this press release that are not historical facts, including our expectations
regarding the completion of the merger with Crude Carriers, developments in the markets, our
expectations regarding the results of the merger and the acquisition of the Cape Agamemnon, the
employment of our vessels and their charters and expectations regarding our quarterly distribution
may be forward-looking statements (as such term is defined in Section 21E of the Securities
Exchange Act of 1934, as amended). These forward-looking statements involve risks and uncertainties
that could cause the stated or forecasted results to be materially different from those
anticipated. Unless required by law, we expressly disclaim any obligation to update or revise any
of these forward-looking statements, whether because of future events, new information, a change in
our views or expectations, to conform them to actual results or otherwise. We assume no
responsibility for the accuracy and completeness of the forward-looking statements. We make no
prediction or statement about the performance of our common units.
About Capital Product Partners L.P.
Capital Product Partners L.P. (NASDAQ: CPLP), a Marshall Islands master limited partnership, is an
international owner of modern double-hull tankers. The Partnership owns 22 vessels, including 18
modern MR tankers, two small product tankers, one suezmax crude oil tanker, and one capesize bulk
carrier. Most of its vessels are under medium- to long-term charters to BP Shipping Limited,
Overseas Shipholding Group, Petrobras, Arrendadora Ocean Mexicana, S.A. de C.V., Cosco Bulk Carrier
Co. Ltd and Capital Maritime & Trading Corp.
For more information about the Partnership, please visit our website: www.capitalpplp.com.
CPLP-F
Contact Details:
|
|
|
Capital GP L.L.C.
|
|
Investor Relations / Media |
|
|
|
Ioannis Lazaridis, CEO and CFO
|
|
Matthew Abenante |
|
|
|
+30 (210) 4584 950
|
|
Capital Link, Inc. (New York) |
|
|
|
E-mail: i.lazaridis@capitalpplp.com
|
|
Tel. +1-212-661-7566 |
|
|
|
|
|
E-mail: cplp@capitallink.com |
Capital Maritime & Trading Corp.
Jerry Kalogiratos, Finance Director
+30 (210) 4584 950
j.kalogiratos@capitalpplp.com
Capital Product Partners L.P.
Unaudited Condensed Consolidated Statements of Income
(In thousands of United States Dollars, except number of units and earnings per unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three-month period |
|
|
For the six-month period |
|
|
|
ended June 30, |
|
|
ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
Revenues |
|
$ |
22,484 |
|
|
$ |
29,495 |
|
|
$ |
43,909 |
|
|
$ |
61,828 |
|
Revenues related party |
|
|
5,368 |
|
|
|
2,259 |
|
|
|
11,597 |
|
|
|
3,411 |
|
Total Revenues |
|
|
27,852 |
|
|
|
31,754 |
|
|
|
55,506 |
|
|
|
65,239 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
|
1,041 |
|
|
|
2,411 |
|
|
|
1,776 |
|
|
|
4,204 |
|
Vessel operating expenses related party |
|
|
7,854 |
|
|
|
7,254 |
|
|
|
14,903 |
|
|
|
14,426 |
|
Vessel operating expenses |
|
|
79 |
|
|
|
552 |
|
|
|
79 |
|
|
|
1,034 |
|
General and administrative expenses |
|
|
3,903 |
|
|
|
632 |
|
|
|
5,195 |
|
|
|
1,262 |
|
Depreciation |
|
|
8,233 |
|
|
|
7,720 |
|
|
|
16,350 |
|
|
|
15,431 |
|
|
Operating income |
|
|
6,742 |
|
|
|
13,185 |
|
|
|
17,203 |
|
|
|
28,882 |
|
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and finance cost |
|
|
(8,244 |
) |
|
|
(8,265 |
) |
|
|
(16,469 |
) |
|
|
(16,523 |
) |
Gain from bargain purchase |
|
|
16,526 |
|
|
|
|
|
|
|
16,526 |
|
|
|
|
|
Interest and other income |
|
|
123 |
|
|
|
217 |
|
|
|
281 |
|
|
|
559 |
|
|
Total other income / (expense), net |
|
|
8,405 |
|
|
|
(8,048 |
) |
|
|
338 |
|
|
|
(15,964 |
) |
|
Net income |
|
|
15,147 |
|
|
|
5,137 |
|
|
|
17,541 |
|
|
|
12,918 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss/(income) attributable to CMTC
operations |
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
(983 |
) |
|
Partnerships net income |
|
$ |
15,147 |
|
|
$ |
5,160 |
|
|
$ |
17,541 |
|
|
$ |
11,935 |
|
|
General Partners interest in
Partnerships net income |
|
$ |
303 |
|
|
$ |
103 |
|
|
$ |
351 |
|
|
$ |
239 |
|
Limited Partners interest in
Partnerships net income |
|
$ |
14,844 |
|
|
$ |
5,057 |
|
|
$ |
17,190 |
|
|
$ |
11,696 |
|
Net income per: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units (basic and
diluted) |
|
|
0.38 |
|
|
|
0.16 |
|
|
|
0.44 |
|
|
|
0.41 |
|
Weighted-average units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units (basic and
diluted) 3 |
|
|
8,756,675 |
|
|
|
31,098,729 |
|
|
|
37,958,265 |
|
|
|
29,104,705 |
|
Capital Product Partners L.P.
Unaudited Condensed Consolidated Balance Sheets
(In thousands of United States Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
As of June |
|
|
December |
|
|
|
30, 2011 |
|
|
31, 2010 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
37,868 |
|
|
$ |
32,471 |
|
Trade accounts receivable |
|
|
2,380 |
|
|
|
2,305 |
|
Due from related parties |
|
|
3 |
|
|
|
2 |
|
Prepayments and other assets |
|
|
458 |
|
|
|
278 |
|
Inventory |
|
|
272 |
|
|
|
83 |
|
|
Total current assets |
|
|
40,981 |
|
|
|
35,139 |
|
|
Fixed assets |
|
|
|
|
|
|
|
|
Vessels, net |
|
|
743,008 |
|
|
|
707,339 |
|
|
Total fixed assets |
|
|
743,008 |
|
|
|
707,339 |
|
|
Other non-current assets |
|
|
|
|
|
|
|
|
Above market acquired charters |
|
|
55,075 |
|
|
|
8,062 |
|
Deferred charges, net |
|
|
2,435 |
|
|
|
2,462 |
|
Restricted cash |
|
|
5,500 |
|
|
|
5,250 |
|
|
Total non-current assets |
|
|
806,018 |
|
|
|
723,113 |
|
|
Total assets |
|
$ |
846,999 |
|
|
$ |
758,252 |
|
|
Liabilities and partners capital |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
|
|
|
$ |
|
|
Trade accounts payable |
|
|
2,215 |
|
|
|
526 |
|
Due to related parties |
|
|
5,782 |
|
|
|
4,544 |
|
Accrued liabilities |
|
|
1,110 |
|
|
|
898 |
|
Deferred revenue |
|
|
4,106 |
|
|
|
3,207 |
|
|
Total current liabilities |
|
|
13,213 |
|
|
|
9,175 |
|
|
Long-term liabilities |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
499,000 |
|
|
|
474,000 |
|
Deferred revenue |
|
|
3,301 |
|
|
|
2,812 |
|
Derivative instruments |
|
|
23,877 |
|
|
|
32,505 |
|
|
Total long-term liabilities |
|
|
526,178 |
|
|
|
509,317 |
|
|
Total liabilities |
|
|
539,391 |
|
|
|
518,492 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Partners capital |
|
|
307,608 |
|
|
|
239,760 |
|
|
Total liabilities and partners capital |
|
$ |
846,999 |
|
|
$ |
758,252 |
|
|
Capital Product Partners L.P.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands of United States Dollars)
|
|
|
|
|
|
|
|
|
|
|
For the six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,541 |
|
|
$ |
12,918 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Vessel depreciation |
|
|
16,350 |
|
|
|
15,431 |
|
Gain from bargain purchase |
|
|
(16,526 |
) |
|
|
|
|
Amortization of deferred charges |
|
|
302 |
|
|
|
280 |
|
Amortization of above market acquired time and bare-boat charter |
|
|
1,538 |
|
|
|
|
|
Equity compensation expense |
|
|
1,159 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
(75 |
) |
|
|
(2,775 |
) |
Due from related parties |
|
|
(1 |
) |
|
|
8 |
|
Prepayments and other assets |
|
|
(180 |
) |
|
|
131 |
|
Inventory |
|
|
(189 |
) |
|
|
(115 |
) |
Trade accounts payable |
|
|
1,689 |
|
|
|
288 |
|
Due to related parties |
|
|
1,048 |
|
|
|
858 |
|
Accrued liabilities |
|
|
22 |
|
|
|
(683 |
) |
Deferred revenue |
|
|
1,388 |
|
|
|
(235 |
) |
|
Net cash provided by operating activities |
|
|
24,066 |
|
|
|
26,106 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Vessel acquisitions |
|
|
(26,634 |
) |
|
|
(64,561 |
) |
Purchase of short-term investments |
|
|
|
|
|
|
(77,229 |
) |
Maturity of short-term investments |
|
|
|
|
|
|
91,519 |
|
Increase in restricted cash |
|
|
(250 |
) |
|
|
(500 |
) |
Reclassification of short term investment to restricted cash |
|
|
|
|
|
|
500 |
|
|
Net cash (used in) investing activities |
|
|
(26,884 |
) |
|
|
(50,271 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
25,000 |
|
|
|
|
|
Proceeds from issuance of Partnership units |
|
|
|
|
|
|
54,075 |
|
Expenses paid for issuance of Partnership units |
|
|
|
|
|
|
(320 |
) |
Payments of related party debt/financing |
|
|
|
|
|
|
(1,556 |
) |
Proceeds from issuance of general partner units |
|
|
1,470 |
|
|
|
|
|
Loan issuance costs |
|
|
(250 |
) |
|
|
|
|
Excess of purchase price over book value of vessels acquired from entity under common control |
|
|
|
|
|
|
(10,449 |
) |
Distributions paid |
|
|
(18,005 |
) |
|
|
(17,523 |
) |
|
Net cash provided by financing activities |
|
|
8,215 |
|
|
|
24,227 |
|
|
Net increase in cash and cash equivalents |
|
|
5,397 |
|
|
|
62 |
|
Cash and cash equivalents at beginning of period |
|
|
32,471 |
|
|
|
3,552 |
|
|
Cash and cash equivalents at end of period |
|
$ |
37,868 |
|
|
$ |
3,614 |
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
15,804 |
|
|
$ |
15,905 |
|
Non-cash activities |
|
|
|
|
|
|
|
|
Units issued to acquire the vessel owning company of the M/V Cape Agamemnon |
|
|
57,056 |
|
|
|
|
|
Acquisition of above market time charter |
|
|
48,551 |
|
|
|
|
|
Capital expenditures included in liabilities |
|
|
529 |
|
|
|
|
|
Unpaid loan issuance costs |
|
|
26 |
|
|
|
|
|
Reduction in deferred offering expenses |
|
|
|
|
|
|
55 |
|
Net liabilities assumed by CMTC upon vessel contribution to the Partnership |
|
|
|
|
|
|
31,844 |
|
Appendix A Reconciliation of Non-GAAP Financial Measure
(In thousands of U.S. dollars)
Description of Non-GAAP Financial Measure Operating Surplus
Operating Surplus represents net income adjusted for non cash items such as depreciation and
amortization expense, unearned revenue and unrealized gain and losses. Replacement capital
expenditures represent those capital expenditures required to maintain over the long term the
operating capacity of, or the revenue generated by, the Partnerships capital assets. Operating
Surplus is a quantitative standard used in the publicly-traded partnership investment community to
assist in evaluating a partnerships ability to make quarterly cash distributions. Operating
Surplus is not required by accounting principles generally accepted in the United States and should
not be considered as an alternative to net income or any other indicator of the Partnerships
performance required by accounting principles generally accepted in the United States. The tables
below reconcile Operating Surplus to net income for the three-month period ended June 30, 2011.
|
|
|
|
|
|
|
For the three-month |
|
Reconciliation of Non-GAAP Financial Measure - |
|
period ended |
|
Operating Surplus |
|
June 30, 2011 |
|
Net income |
|
$ |
15,147 |
|
Adjustments to reconcile net income to net
cash provided by operating activities |
|
|
|
|
Depreciation and amortization |
|
|
8,947 |
|
Deferred revenue |
|
|
1,223 |
|
Gain on bargain purchase |
|
|
(16,526 |
) |
|
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
|
8,791 |
|
|
Replacement Capital Expenditures |
|
|
(3,042 |
) |
|
OPERATING SURPLUS |
|
|
5,749 |
|
|
Reduction on recommended reserves |
|
|
4,904 |
|
|
AVAILABLE CASH |
|
$ |
10,653 |
|
|
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. The proposed merger transaction
between Capital Product Partners L.P. (CPLP) and Crude Carriers Corp. (Crude) will be
submitted to the shareholders of Crude for their consideration. CPLP may file with the U.S.
Securities and Exchange Commission (SEC) a registration statement on Form F-4 that will
contain a prospectus of CPLP and other documents. If the Form F-4 is filed and declared
effective, the prospectus contained in the Form F-4 is expected to be mailed to U.S. shareholders
of Crude prior to the shareholders meeting at which the proposed business combination will be
voted upon. The Form F-4, if filed, and prospectus, as they may be amended from time to time,
will contain important information about CPLP and Crude, the business combination and related
matters including the terms and conditions of the transaction. INVESTORS AND SECURITY
HOLDERS OF EACH OF CPLP AND CRUDE ARE URGED TO READ THE FORM F-
4, THE PROSPECTUS AND THE OTHER DOCUMENTS, AS THEY MAY BE
AMENDED FROM TIME TO TIME, THAT HAVE BEEN OR MAY BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to
obtain free copies of the prospectus and other documents containing important information about
CPLP and Crude, once such documents are filed with the SEC, through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CPLP will be
available free of charge on CPLPs website at www.capitalpplp.com under the tab Investor
Relations or by contacting CPLPs Investor Relations Department at +30 210 4584 950.