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1
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NAMES
OF REPORTING PERSONS:
Capital
Maritime & Trading Corp.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) o
(b) o
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
The
Republic of The Marshall Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
2,007,847 Common
Units*
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8
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SHARED
VOTING POWER:
-0-
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9
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SOLE
DISPOSITIVE POWER:
2,007,847 Common
Units*
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10
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SHARED
DISPOSITIVE POWER:
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,007,847
Common Units*
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
12.9%*
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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Item 1.
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Security
and Issuer
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Item 2.
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Identity
and Background
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Item 3.
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Source
and Amount of Funds or Other
Consideration
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Item 4.
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Purpose
of Transaction
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•
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The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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•
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
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•
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A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
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•
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Any
change in the present board of directors or management of the General
Partner of the Issuer, including any plans or proposals to change the
number or term of officers or to fill any existing vacancies on the
management;
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•
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Any
material change in the present capitalization or dividend policy of the
Issuer;
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•
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Any
other material change in the Issuer’s business or partnership
structure;
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•
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Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
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•
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Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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•
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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•
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Any
action similar to any of those enumerated
above.
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•
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Certain
acquisitions, borrowings and capital expenditures by the Issuer, its
subsidiaries or the General
Partner;
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•
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Issuances
of equity interests in the Issuer or its subsidiaries;
and
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•
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Certain
dispositions of equity interests in, or assets of, the Issuer, the General
Partner or the Issuer’s
subsidiaries.
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Item 5.
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Interest
in Securities of the Issuer
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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•
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The
Reporting Person agreed, and undertook to cause its controlled affiliates
(other than the Issuer, the Issuer’s subsidiaries, OLLC and the General
Partner) to agree, among other things, not to acquire, own or operate
medium range tankers (i.e., any product
tanker with a carrying capacity of 30,000-55,000 DWT) under charter for
two or more years other than pursuant to certain exceptions enumerated in
the Omnibus Agreement. The Issuer agreed, and undertook to
cause its subsidiaries to agree to only acquire, own, operate or charter
medium range tankers of two or more years unless certain exceptions
enumerated in the Omnibus Agreement
apply.
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•
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The
Reporting person granted, and undertook to cause its controlled affiliates
(other than the Issuer, the Issuer’s subsidiaries, OLLC and the General
Partner) to grant to the Issuer a right of first offer on any proposed
sale, transfer or other disposition of any medium range tankers under
charter for two or more years it might own, and the Issuer agreed, and
undertook to cause its subsidiaries to agree, to grant a similar right of
first offer on any proposed sale, transfer or other disposition of any of
its medium range tankers and related charters or any non-medium range
tankers and related charters owned or acquired by
it.
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•
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The
Reporting Person undertook to indemnify the Issuer for a period of five
years against certain environmental losses to the extent arising prior to
the closing of the Offering and relating to the assets contributed to the
Issuer, OLLC and any person controlled by them prior to or on the closing
of the Offering. There is an aggregate cap of US$ 5 million on
the indemnity coverage provided by the Reporting Person for such
environmental losses. Also, there is a deductible of US$
500,000 from such indemnity coverage of the Reporting
Person.
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•
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Also,
the Reporting Person agreed to indemnify the Issuer, OLLC and any person
controlled by them for losses arising
from:
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•
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Certain
defects in title to the assets contributed to the Issuer, OLLC and any
person controlled by them and any failure to obtain, prior to the closing
of the Offering, certain consents and permits necessary to own and operate
such assets, if such losses arise within three years after the closing of
the Offering; and
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•
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Certain
income tax liabilities attributable to the operation of the assets
contributed to the Issuer, OLLC and any person controlled by them prior to
closing of the Offering.
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•
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First,
98% to the holders of Common Units and 2% to the General Partner, until
each Common Unit has received a minimum quarterly distribution of $0.3750
plus any arrearages from prior
quarters;
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•
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Second,
98% to the holders of subordinated units and 2% to the General Partner,
until each subordinated unit has received a minimum quarterly distribution
of $0.3750; and
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•
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Third,
98% to all unitholders, pro rata, and 2% to the General Partner, until
each unit has received a distribution of
$0.4313.
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•
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distributions
of available cash from Operating Surplus (as defined in the Partnership
Agreement) on each of the outstanding Common Units and subordinated units
equals or exceeds the minimum quarterly distribution for
each
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of
the three consecutive, non-overlapping four-quarter periods immediately
preceding that date;
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•
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the
Adjusted Operating Surplus (as defined in the Partnership Agreement)
generated during each of the three consecutive, non-overlapping
four-quarter periods immediately preceding that date equals or exceeds the
sum of the minimum quarterly distributions on all of the outstanding
Common Units and subordinated units during those periods on a fully
diluted basis and the related distribution on the 2% General Partner
interest during those periods; and
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•
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there
are no arrearages in payment of the minimum quarterly distribution on the
Common Units.
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•
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distributions
of available cash from Operating Surplus on each of the outstanding Common
Units, subordinated units and General Partner Units equals or exceeds
$2.25 (150.0% of the annualized minimum quarterly distribution) for the
four-quarter period immediately preceding the date of determination;
and
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•
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the
Adjusted Operating Surplus generated during the four-quarter period
immediately preceding the date of determination equals or exceeds the sum
of a distribution of $2.25 per unit (150.0% of the annualized minimum
quarterly distribution) on all of the outstanding Common Units,
subordinated units and General Partner Units on a fully diluted basis;
and
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•
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there
are not arrearages in payment of the minimum quarterly distribution on the
Common Units.
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Item 7.
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Material
to Be Filed as Exhibits
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CAPITAL
MARITIME & TRADING CORP.
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/s/
Ioannis E. Lazaridis
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Name:
Ioannis E. Lazaridis
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Title:
Chief Financial Officer
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Name
and Position
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Principal
Occupation or Employment
and
Principal Business Address
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Citizenship
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Gregory
J. Timagenis
Chairman,
Director
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Gr.
J. Timagenis Law Office
57
Notara Street (8th floor)
Piraeus,
18535, Greece
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Greece
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Evangelos
M. Marinakis
Director,
President and Chief Executive Officer
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Capital
Maritime & Trading Corp.
3
Iassonos Street
Piraeus,
18537, Greece
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Greece
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Ioannis
E. Lazaridis
Director
and Chief Financial Officer
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Capital
Maritime & Trading Corp.
3
Iassonos Street
Piraeus,
18537, Greece
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Greece
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John
C. Palios
Director
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Gr.
J. Timagenis Law Office
57
Notara Street (8th floor)
Piraeus,
18535, Greece
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Greece
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Pierre
De Demandolx Dedons
Director
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DPH
Conseils
3
Square Lamartine
75116
Paris, France
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France
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John
Xylas
Director
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Ariston
Navigation Corp.
57
Akti Miaouli
Piraeus,
18536, Greece
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Greece
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