As filed with the Securities and Exchange Commission on July 14, 2023.
Registration No. 333-249399
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GasLog Partners LP
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
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Republic of the Marshall Islands
(State or other Jurisdiction of Incorporation or Organization)
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98-1160877
(I.R.S. Employer Identification No.)
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GasLog Partners LP
c/o GasLog LNG Services Ltd
69 Akti Miaouli
18537 Piraeus Greece
+30 210 459 1000
(Address and telephone number of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address and telephone number of agent for service)
With copies to:
D. Scott Bennett, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
Approximate Date of Commencement of Proposed Sale of the Securities to the Public: Not Applicable
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
†The term “new or revised financial accounting standard” refers to any updated issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form F-3 (Registration No. 333-249399) filed by GasLog Partners LP (the “Registrant”) with
the Securities and Exchange Commission on October 9, 2020 (the “Registration Statement”) registering up to an aggregate public offering price of $400,000,000 of any combination of the securities of the Registrant described in the prospectus contained
in the Registration Statement. The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the offering and remove from registration the securities that have not been sold pursuant to the prospectus
contained in the Registration Statement.
On April 6, 2023, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GasLog Partners GP LLC, the general partner of the
Registrant, GasLog Ltd. (“GasLog”), and Saturn Merger Sub LLC, a wholly owned subsidiary of GasLog (“Merger Sub”). On July 13, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into the Registrant, with the Registrant surviving as a
direct subsidiary of GasLog (the “Merger”).
In connection with the Merger, the offerings of securities pursuant to the Registration Statement have been terminated. In accordance with an undertaking in the
Registration Statement to remove from registration by means of a post-effective amendment any of the securities which had been registered under the Registration Statement but remain unsold at the termination of the offering, the Registrant hereby
removes from registration any and all securities of the Registrant which have been registered for issuance under the Registration Statement but remain unsold. The Registration Statement is hereby amended to reflect the termination of the offering and
the removal from registration of any and all securities of the Registrant which have been registered for issuance under the Registration Statement but remain unsold as of the date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July
14, 2023.
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GASLOG PARTNERS LP
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by
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/s/ Paolo Enoizi
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Name:
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Paolo Enoizi
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Title:
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Chief Executive Officer
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