UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT: JANUARY 30, 2009
COMMISSION
FILE NUMBER 001-33373
____________________
CAPITAL
PRODUCT PARTNERS L.P.
(Translation
of registrant’s name into English)
____________________
3
IASSONOS STREET
PIRAEUS,
18537 GREECE
(address
of principal executive offices)
____________________
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “yes”
is marked, indicate below this file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Item
1 – Information Contained in this Form 6-K Report
Attached
as Exhibit I is a press release of Capital Product Partners L.P., dated January
30, 2009.
This
report on Form 6-K is hereby incorporated by reference into the registrant's
registration statement, registration number 333-153274, dated October 1,
2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CAPITAL
PRODUCT PARTNERS
L.P.,
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By:
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Capital
GP L.L.C., its general partner
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/s/ Ioannis
E. Lazaridis
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Name: Ioannis
E. Lazaridis
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Title: Chief
Executive Officer and
Chief
Financial Officer of Capital GP L.L.C.
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Dated: January
30, 2009
Exhibit
I
CAPITAL
PRODUCT PARTNERS L.P. ANNOUNCES NON RECURRING EXCEPTIONAL CASH
DISTRIBUTION
Athens, Greece,
January 30, 2009 -- Capital Product Partners L.P. (Nasdaq:CPLP) today announced
that its board of directors has declared a non-recurring exceptional cash
distribution of $1.05 per unit.
The Partnership’s
Board of Directors declared an exceptional cash distribution of $1.05 per unit,
payable on February 13, 2009, to unitholders of record on February 10, 2009. The payment of
the higher than anticipated distribution was unanimously approved by Capital
Product Partners' Board of Directors. The Partnership will fund this exceptional
distribution from operating surplus and through a decrease in existing reserves.
During the last quarters, the Partnership has earned unexpectedly high levels of
profit sharing revenue as a result of the high utilization rates of its product
tanker fleet and the resilient market in the Suezmax segment.
This non recurring
exceptional distribution represents an increase from the previous cash
distribution of $0.41 per unit which was paid for the period from July 1, 2008
to September 31, 2008. The minimum quarterly distribution at the time of the IPO
was set at $0.375.
The Board of
Directors stated that this extraordinary distribution is an exceptional
non-recurring event and that it does not anticipate that dividends will continue
at this level in future periods. Based on current expectations and
subject to actual results, which may be substantially different, and to approval
of the Board of Directors, the Partnership anticipates that starting with the
first quarter of 2009 distributions will return to levels more consistent with
prior periods.
Ioannis Lazaridis,
Chief Executive Officer and Chief Financial Officer of Capital Product Partners'
general partner stated: "Our intention to maintain our quarterly distribution
policy following
this exceptional distribution demonstrates our belief
in the Partnership’s ability to generate stable cash flows and our commitment to
providing value to our unitholders".
The Board of
Directors unanimously determined that the payment of this exceptional
distribution is in the best interests of the Partnership. The Board
of Directors believes that it represents the best way to return value to its
unitholders and to use the extra cash the Partnership has accumulated to date.
The Partnership’s policy is to distribute to its unitholders all available cash
except for amounts established as reserves by its Board. The Board does not
believe that the unanticipated profit sharing revenue earned over the last quarters is necessary to
be retained as reserves or that currently existing reserves need to be
maintained at their present level for the proper conduct of the business of the
Partnership. In reaching these conclusions the Board of Directors
considered the adverse general economic conditions, the Partnership’s business
requirements, the risks relating to the Partnership’s business as well as
alternative uses available for the Partnership’s cash. In addition,
due to market conditions the Partnership does not currently anticipate any
purchases of vessels for which significant reserves would need to be established
or maintained at present.
The payment of this
exceptional distribution of $1.05 per unit for the fourth quarter of 2008 will
bring annual distributions to unitholders to $2.27 per unit, a level which under
the terms of our partnership agreement will result in the early termination of
the subordination period and the conversion of the subordinated units into
common units. Under the partnership agreement the subordination
period would have ended in 26 months, in March 2011, if the Partnership had
earned and paid at least $0.375 on each outstanding unit and corresponding
distribution on the general partners’ 2.0% for any three consecutive
four-quarter periods. Upon such conversion, Capital Maritime & Trading Corp.
(Capital Maritime) will own a 46.6% interest in the Partnership, including a 2%
interest through its ownership of the Partnership’s general
partner.
Currently, certain
actions, including the approval of any amendments to the terms of the
partnership agreement, require the approval of a majority of each of the common
and subordinated units, voting separately, or in certain cases a higher
percentage of common units. Following termination of the subordination period a
majority of common units (or in certain cases a higher percentage), of which
Capital Maritime will own 44.6%, will be required in order to amend the terms of
the Partnership Agreement or to reach certain decision or actions,
including:
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amendments to
the definition of available cash, operating surplus, adjusted operating
surplus;
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changes in
the cash distribution policy of the
Partnership;
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–
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elimination
of the obligation to pay the minimum quarterly
distribution;
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removal of
any appointed director for cause;
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transfer of
the general partner interest;
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transfer of
the incentive distribution rights;
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–
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the ability
of the board to sell, exchange or otherwise dispose of all or
substantially all of the assets of the
Partnership;
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resolution of
conflicts of interest;
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withdrawal of
the general partner;
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removal of
the general partner;
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dissolution
of the partnership;
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change to the
quorum requirements;
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approval of
merger or consolidation; and
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–
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any amendment
to the partnership agreement.
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The Partnership
anticipates that early termination of the subordination period and the increase
in Capital Maritime’s voting control will result in more flexibility for the
Partnership to meet changing market conditions in the future.
The payment of the
exceptional distribution will, in accordance with the terms of the partnership
agreement, also result in a distribution of $12.5 million with respect to
incentive distribution rights held by Capital GP L.L.C, the Partnership’s
general partner. Following discussions with the Board of
Directors, the general partner has agreed to defer receipt of a portion of the
incentive distribution payment and will receive the $12.5 million of incentive
payments in four equal quarterly installments, with the first installment being
paid this quarter. Payment of each deferred quarterly installment is
subject to the Partnership distributing at least the minimum quarterly
distribution and any arrearages of minimum quarterly distributions for the
relevant quarter. These payments will be made from the operating
surplus.
The Board of
Directors unanimously determined that taking into account the totality of
relationships between the parties involved, the payment of the exceptional
distribution is fair and reasonable to the Partnership giving consideration to
the fact that it would result in the early termination of the subordination
period, in conversion of Capital Maritime's subordinated units into common units
and in substantial voting control for Capital Maritime.
Additional details
will be provided in the Partnership’s fourth quarter financial results scheduled
to be released on January 30, 2009.
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. Capital Product Partners
L.P. owns 18 modern vessels, comprising 15 MR tankers, two small product tankers
and one Suezmax crude oil tanker. All 18 vessels are under medium to long-term
charters to BP Shipping Limited, Morgan Stanley Capital Group Inc., Overseas
Shipholding Group, Shell International Trading & Shipping Company Ltd., and
Trafigura Beheer B.V.
For more
information about the Partnership, please visit our website: www.capitalpplp.com.
The full text of our Partnership Agreement is attached to our Registration
Statement on Form F-1.
Forward-Looking
Statements
The statements in
this press release that are not historical facts, including statements relating
to the future levels of distributions to be paid by the Partnership, future
levels of profit-sharing revenues, future cash distribution policy, anticipated
required levels of reserves and anticipated purchases of vessels and possible
effects of the early termination of the subordination, 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.
CPLP-F
CONTACTS:
Capital GP L.L.C.
Ioannis
Lazaridis, CEO and CFO
+30
(210) 4584 950
i.lazaridis@capitalpplp.com
Capital
Maritime & Trading Corp.
Jerry
Kalogiratos
+30
(210) 4584 950
j.kalogiratos@capitalpplp.com