SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment
No. 2)
RULE 13 E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
GasLog Partners LP
(Name of the Issuer)
GasLog Ltd.
GasLog Partners GP LLC
Saturn Merger Sub LLC
GasLog Partners LP
(Names of Person(s) Filing Statement)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
Y2687W108
(CUSIP Number of Class of Securities)
Alexandros Laios, General Counsel
c/o GasLog LNG Services Ltd.
69 Akti Miaouli
18537 Piraeus
Greece
+30 210 459 1000
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement):
With copies to
|
D. Scott Bennett
Andrew C. Elken
Jin-Kyu Baek
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
(212) 474-1000 |
Kenneth Jackman
Srinivas M. Raju
Richards, Layton & Finger, P.A.
One Rodney Square, 920 King Street
Wilmington, DE 19801
(302) 651-7700 |
This statement is filed in connection with (check the appropriate box):
| a. | ¨ |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934. |
| b. | ¨ |
The filing of a registration statement under the Securities Act of 1933. |
Check the
following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the
following box if the filing is a final amendment reporting the results of the transaction: ¨
INTRODUCTION
This
Amendment No. 2 to the Transaction Statement on Schedule 13E-3 (as amended, this “Transaction Statement”), together with
the exhibits hereto, is being filed with the Securities and Exchange Commission pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13e-3 thereunder, by: (a) GasLog Partners LP, a
Marshall Islands limited partnership (the “Partnership”) and the issuer of the common units representing limited partner
interests in the Partnership (the “Common Units”) that are subject to the Rule 13e-3 transaction, (b) GasLog
Ltd., a Bermuda exempted company (“Parent”), (c) GasLog Partners GP LLC, a Marshall Islands limited liability company
and the general partner of the Partnership (the “General Partner”), and (d) Saturn Merger Sub LLC, a Marshall Islands
limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”). Collectively, the persons filing
this Transaction Statement are referred to as the “filing persons”.
This Transaction Statement relates to the Agreement
and Plan of Merger, dated April 6, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among
the Partnership, the General Partner, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Partnership (the
“Merger”), with the Partnership surviving the Merger as a Marshall Islands limited partnership and as a direct subsidiary
of Parent.
Upon completion of the Merger, each Common Unit
issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than those Common
Units held by Parent or its affiliates (the “Sponsor Units”), will be converted into the right to receive $5.37 per Common
Unit in cash (the “Merger Consideration”), without interest and reduced by any applicable tax withholding. In addition, as
soon as reasonably practicable following the affirmative vote of the holders of at least a majority of the outstanding Common Units, including
those held by Parent, in favor of the approval of the Merger Agreement, pursuant to the terms of the Merger Agreement, the board of directors
of the Partnership (the “Partnership Board”) will declare a special distribution of $3.28 per Common Unit (with a corresponding
amount distributed in respect of each General Partner Unit (as defined in the Partnership Agreement (as defined below))) (the “Special
Distribution” and, together with the Merger Consideration, the “Consideration”) with a record date on a business day
prior to the anticipated closing date of the Merger and a payment date occurring on or prior to the closing date of the Merger, which
dates will be reasonably agreed between the Partnership and Parent. Accordingly, holders of Common Units (other than the Sponsor Units)
will, assuming that such holders hold Common Units both on the record date of the Special Distribution and at the Effective Time, receive
overall consideration of $8.65 per Common Unit. The Sponsor Units and the General Partner Units will remain outstanding after the Merger,
and the General Partner will remain the sole general partner of the Partnership. Each of the Partnership’s Class B Units (as
defined in the Proxy Statement (as defined below)) issued and outstanding immediately prior to the Effective Time, all of which are held
by Parent, will be canceled and cease to exist, and no consideration will be delivered in respect thereof. Each of the issued and outstanding
Partnership’s Series A Preference Units, Series B Preference Units and Series C Preference Units (in each case as
defined in the Partnership Agreement (as defined below)) which entitle the holder thereof to a preference with respect to distributions,
or as to the distribution of assets upon any liquidation event, over Common Units (collectively, the “Preference Units”) will
remain outstanding upon completion of the Merger and continue to trade on the New York Stock Exchange immediately following completion
of the Merger, and no consideration will be delivered in respect thereof.
The
conflicts committee (the “Conflicts Committee”) of the Partnership Board, comprised solely of two independent directors who
meet the requirements for membership on the Conflicts Committee set forth in the Seventh Amended and Restated Agreement of Limited Partnership
of the Partnership (the “Partnership Agreement”) and advised by its own independent legal and financial advisors, has unanimously
(a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the
best interests of the Partnership and the common unitholders (the “Common Unitholders”) other than Parent and its affiliates
(the “Unaffiliated Unitholders”), (b) approved the Merger Agreement and the transactions contemplated thereby, including
the Merger (the foregoing constituting Special Approval (as defined in the Partnership Agreement)), and (c) recommended to the Partnership
Board that the Partnership Board (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger,
and (ii) recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common
Unitholders.
In determining whether to make its recommendation,
the Conflicts Committee considered, among other things, the opinion of Evercore Group L.L.C. (“Evercore”), the financial advisor
to the Conflicts Committee, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations,
qualifications and conditions described in Evercore’s written opinion, the Consideration to be received by the Unaffiliated Unitholders
in the Merger is fair, from a financial point of view, to the Partnership and to the Unaffiliated Unitholders.
On April 6, 2023, the Partnership Board, acting
upon the recommendation of the Conflicts Committee, unanimously (a) determined that the Merger Agreement and the transactions contemplated
thereby, including the Merger, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved
the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and
the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders and (d) resolved to
recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.
In
connection with the Merger, the board of directors of Parent (the “Parent Board”) (a) reviewed and evaluated the
Merger and the Merger Agreement, the Voting and Support Agreement, dated as of April 6, 2023 (the “Support Agreement”),
by and between Parent and the Partnership, the debt commitment letter, dated as of April 6, 2023, by and between Parent and DNB (UK)
Ltd. (the “Debt Commitment Letter”), and various other agreements (collectively, the “Transaction Documents”)
for the purpose of determining whether the Merger is in the best interests of Parent and (b) determined whether or not to approve
the Merger and the Transaction Documents. The Parent Board along with its advisors conducted a review and evaluation of the proposed Merger.
The Parent Board, by unanimous vote at a meeting
held on April 6, 2023, (a) determined that the Transaction Documents and the transactions contemplated thereby, including the
Merger, on the terms and conditions set forth in the Transaction Documents, were in the best interests of Parent, (b) approved the
Transaction Documents and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the
Transaction Documents, and (c) passed resolutions approving and adopting the Transaction Documents and the transactions contemplated
thereby, including the Merger.
Parent, in its capacity as the sole member of Merger
Sub, by written consent dated as of April 6, 2023, (a) determined that the Merger Agreement and the transactions contemplated
thereby, including the Merger, were in the best interests of Merger Sub, (b) declared it advisable to enter into the Merger Agreement
and consummate the Merger and the other transactions contemplated thereby and (c) approved the adoption of the Transaction Documents,
the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.
Parent, in its capacity as the sole member of the
General Partner, by written consent dated as of April 6, 2023, (a) consented to and approved the terms and conditions of the
Merger Agreement, the execution and delivery thereof and the performance by the Partnership of its obligations thereunder, the consummation
of the transactions contemplated thereby, including the Merger, and all other actions or matters necessary or appropriate to give effect
to the foregoing, (b) approved the execution and delivery by the Partnership of the Support Agreement and (c) approved the adoption,
execution, delivery and performance of the Transaction Documents.
The Partnership will make available to its Common
Unitholders a proxy statement (the “Proxy Statement”, a copy of which is attached as Exhibit (a)(1) to this Transaction
Statement), relating to the special meeting of the Common Unitholders, at which the Common Unitholders will consider and vote upon, among
another proposals, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy
of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.
Pursuant to General Instruction F to Schedule
13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated by reference in its entirety
herein, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy
Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given
to them in the Proxy Statement.
While each of the filing persons acknowledges that
the Merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement
shall not be construed as an admission by any filing person, or by any affiliate of a filing person, that the Partnership is “controlled”
by any of the filing persons and/or their respective affiliates.
All information concerning the Partnership contained
in, or incorporated by reference into, this Transaction Statement was supplied by the Partnership. Similarly, all information concerning
each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.
ITEM 1. SUMMARY TERM SHEET
Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
ITEM 2. SUBJECT COMPANY INFORMATION
Regulation M-A Item 1002
(a) Name
and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Parties to the Merger”
(b) Securities.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Summary Term Sheet”
“The
Partnership Special Meeting of Common Unitholders – Who Can Vote at the Special Meeting”
(c) Trading
Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Common Unit Market Price and Distribution Information”
(d) Dividends.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Common Unit Market Price and Distribution Information”
(e) Prior
Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Common Unit Market Price and Distribution Information”
(f) Prior
Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Parties to the Merger”
“Certain Purchases and Sales of Common Units”
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Regulation M-A Item 1003
(a)-(c) Name
and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Parties to the Merger”
“Information Concerning Parent, the General Partner and Merger
Sub”
“Information Concerning the Partnership”
ITEM 4. TERMS OF THE TRANSACTION
Regulation M-A Item 1004
(a) Material
Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“The Partnership Special Meeting of Common Unitholders”
“Special Factors”
“Proposal No. 1. The Merger Agreement”
“Material
U.S. Federal Income Tax Consequences of the Merger”
“Material Non-United States Tax Considerations”
Annex A: The Merger Agreement
(c) Different
Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Who Can Vote at the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Quorum”
“The Partnership Special Meeting of Common Unitholders –
Vote Required for Approval”
“Special Factors – Effect of the Merger”
“Special Factors – Interests of the Directors and Executive
Officers of the Partnership in the Merger”
“Special Factors – Provisions for Unaffiliated Unitholders”
“Proposal No. 1. The Merger Agreement”
“Unit Ownership”
“Proposal No. 2. Possible Adjournment to Solicit
Additional Proxies, If Necessary or Appropriate”
Annex A: The Merger Agreement
(d) Appraisal
Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“Special Factors – No Appraisal Rights”
(e) Provisions
for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
“Special Factors – Provisions for Unaffiliated Unitholders”
(f) Eligibility
for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Regulation M-A Item 1005
(a) Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Interests of the Directors and Executive
Officers of the Partnership in the Merger”
“Information Concerning Parent, the General Partner and Merger
Sub”
“Information Concerning the Partnership”
“Where You Can Find More Information”
(b)-(c) Significant
Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Effect of the Merger”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of the Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Proposal No. 1. The Merger Agreement”
“Information Concerning Parent, the General Partner and Merger
Sub”
“Information Concerning the Partnership”
Annex A: The Merger Agreement
(e) Agreements
Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Vote Required for Approval”
“Special Factors – Effect of the Merger”
“Special Factors – Background of the Merger”
“Special Factors – Interests of the Directors and Executive
Officers of the Partnership in the Merger”
“Special Factors – Delisting and Deregistration of Common
Units”
“Proposal No. 1. The Merger Agreement”
“The Support Agreement”
“Unit Ownership”
“Information Concerning Parent, the General Partner and Merger
Sub”
“Information Concerning the Partnership”
Annex A: The Merger Agreement
Annex B: The Support Agreement
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Regulation M-A Item 1006
(b) Use
of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“Special Factors – Effect of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of the Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Primary Benefits and Detriments of
the Merger”
“Special Factors – Ownership of Partnership After the
Merger”
“Special Factors – Delisting and Deregistration of Common
Units”
“Proposal No. 1. The Merger Agreement”
“Delisting and Deregistration”
Annex A: The Merger Agreement
(c)(1)-(8)
Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“Special Factors – Effect of the Merger”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of the Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Primary Benefits and Detriments of
the Merger”
“Special Factors – Delisting and Deregistration of Common
Units”
“Proposal No. 1. The Merger Agreement”
“Delisting and Deregistration”
Annex A: The Merger Agreement
Annex B: The Support Agreement
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS IN A GOING-PRIVATE
TRANSACTION
Regulation M-A Item 1013
(a) Purposes.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Effect of the Merger”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Primary Benefits and Detriments of
the Merger”
(b) Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Opinion of Financial Advisor of the
Conflicts Committee”
(c) Reasons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Effect of the Merger”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Primary Benefits and Detriments of
the Merger”
“Special Factors – Opinion of Financial Advisor of the
Conflicts Committee”
(d) Effects.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“Special Factors – Effect of the Merger”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Primary Benefits and Detriments of
the Merger”
“Special Factors – Delisting and Deregistration of Common
Units”
“Proposal No. 1. The Merger Agreement”
“Delisting and Deregistration”
“Material U.S. Federal Income Tax Consequences of the Merger”
“Material Non-United States Tax Considerations”
Annex A: The Merger Agreement
ITEM 8. FAIRNESS OF THE GOING-PRIVATE TRANSACTION
Regulation M-A Item 1014
(a)-(b) Fairness;
Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“Special Factors – Opinion of Financial Advisor of the
Conflicts Committee”
“Special Factors – Vessel Appraisals”
Annex C: Opinion of Evercore
(c) Approval
of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Who Can Vote at the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Quorum”
“The Partnership Special Meeting of Common Unitholders –
Vote Required for Approval”
“Proposal No. 1. The Merger Agreement”
Annex A: The Merger Agreement
(d) Unaffiliated
Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Opinion of Financial Advisor of the
Conflicts Committee”
Annex C: Opinion of Evercore
(e) Approval
of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
(f) Other
Offers. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Proposal No. 1. The Merger Agreement”
“Information Concerning the Partnership”
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Regulation M-A Item 1015
(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of
the Report, Opinion or Appraisal. The (i) discussion materials prepared by Evercore and provided to the Conflicts Committee on February
3, 2023, February 9, 2023, February 27, 2023, March 3, 2023, March 13, 2023, March 14, 2023, March 19, 2023, March 30, 2023, April 1,
2023, and April 6, 2023, are set forth as Exhibits (c)(2)-(c)(11) hereto, respectively, and (ii) the Appraisals prepared by the Appraisers
are set forth as Exhibits (c)(12)-(c)(15) hereto, and, in the case of both (i) and (ii), are incorporated herein by reference. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Opinion of Financial Advisor to the
Conflicts Committee”
“Special Factors – Vessel Appraisals”
“Special Factors – Fees and Expenses”
“Where You Can Find More Information”
Annex C: Opinion of Evercore
(c) Availability
of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Where You Can Find More Information”
The reports, opinions or appraisals referenced in this Item 9 are filed
herewith and will be made available for inspection and copying at the principal executive offices of Partnership during its regular business
hours by any interested Common Unitholder or representative who has been so designated in writing.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Regulation M-A Item 1007
(a)-(b) Source
of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“Special Factors – Financing of the Merger”
“Special Factors – Fees and Expenses”
“Proposal No.1. The Merger Agreement”
(c) Expenses.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Fees and Expenses”
“Proposal No.1. The Merger Agreement – Fees and Expenses”
(d) Borrowed
Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Financing of the Merger”
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Regulation M-A Item 1008
(a)-(b) Securities
Ownership; Securities Transactions. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Parties to the Merger”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Unit Ownership”
“Certain Purchases and Sales of Common Units”
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Regulation M-A Item 1012
(d)-(e) Intent
to Tender or Vote in a Going-Private Transaction; Recommendation of Others. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Vote Required for Approval”
“The Partnership Special Meeting of Common Unitholders –
Recommendation of the Partnership Board”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Special Factors – Parent Board Approval of the Merger”
“Special Factors – Position of Parent, the General Partner,
Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger”
“Special Factors – Purpose of Parent and Reasons for
the Merger”
“The Support Agreement”
Annex B: The Support Agreement
ITEM 13. FINANCIAL STATEMENTS
Regulation M-A Item 1010
(a) Financial
Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Selected Historical Consolidated Financial Data of the
Partnership”
“Where You Can Find More Information”
The
Partnership’s Annual Report on Form 20-F for the year ended December 31, 2022, and the unaudited condensed consolidated
financial statements for the quarter ended March 31, 2023, included in the Partnership’s Form 6-K are incorporated herein
by reference.
(b) Pro
Forma Information. Not applicable. Paragraph (c)(6) of Item 1010 of Regulation M-A requires the presentation of such pro
forma data only if material. Since the Special Distribution will be paid before the Merger and the Merger Consideration will be paid solely
in cash, and, as a result, Common Unitholders will have no continuing interest in Partnership after the Merger, such pro forma data is
not material to Common Unitholders and, as such, has not been presented.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Regulation M-A Item 1009
(a)-(b) Solicitations
or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger, the Special Distribution
and the Special Meeting”
“The Partnership Special Meeting of Common Unitholders –
Recommendation of the Partnership Board”
“The Partnership Special Meeting of Common Unitholders –
Solicitation of Proxies”
“Special Factors – Background of the Merger”
“Special Factors – Recommendation of the Conflicts Committee
and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors – Opinion of Financial Advisor of the
Conflicts Committee”
“Special Factors – Interests of the Directors and Executive
Officers of Partnership in the Merger”
“Special Factors – Fees and Expenses”
ITEM 15. ADDITIONAL INFORMATION
Regulation M-A Item 1011
(b) Golden
Parachute Compensation. Not applicable.
(c) Other
Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein
by reference.
ITEM 16. EXHIBITS
Regulation M-A Item 1016
| Exhibit No. |
|
Description |
| (a)(1) |
|
Proxy Statement
of the Partnership. |
| (a)(2) |
|
Form of Proxy Card (incorporated
herein by reference to Annex D of the Proxy Statement). |
| (a)(3) |
|
Letter to the
Common Unitholders of the Partnership (incorporated herein by reference to the Proxy Statement). |
| (a)(4) |
|
Notice
of Special Meeting of Common Unitholders (incorporated herein by reference to the Proxy Statement). |
| (a)(5)* |
|
Press
Release of the Partnership, dated April 6, 2023 (incorporated herein by reference to Exhibit 99.1 to Partnership’s
Current Report on Form 6-K, furnished April 6, 2023). |
| (b)(1)* |
|
Debt Commitment Letter, dated April 6, 2023, between Parent and DNB (UK)
Ltd. |
| (c)(1) |
|
Opinion
of Evercore, dated April, 6 2023 (incorporated herein by reference to Annex C of the Proxy Statement). |
| (c)(2)* |
|
Discussion materials prepared by Evercore, dated February 3, 2023, for
the Conflicts Committee of the Partnership Board. |
| (c)(3)* |
|
Discussion materials prepared by Evercore, dated February 9, 2023, for
the Conflicts Committee of the Partnership Board. |
| (c)(4)* |
|
Discussion materials prepared by Evercore, dated February 27, 2023, for
the Conflicts Committee of the Partnership Board. |
| (c)(5)* |
|
Discussion materials prepared by Evercore, dated March 3, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(6)* |
|
Discussion materials prepared by Evercore, dated March 13, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(7)* |
|
Discussion materials prepared by Evercore, dated March 14, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(8)* |
|
Discussion materials prepared by Evercore, dated March 19, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(9)* |
|
Discussion materials prepared by Evercore, dated March 30, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(10)* |
|
Discussion materials prepared by Evercore, dated April 1, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(11)* |
|
Discussion materials prepared by Evercore, dated April 6, 2023, for the
Conflicts Committee of the Partnership Board. |
| (c)(12)** |
|
Certificates
of Valuation prepared by Fearnleys, dated December 21, 2022. |
| (c)(13)** |
|
Certificates
of Valuation prepared by Braemar, dated December 20, 2022. |
| (c)(14)** |
|
Certificates
of Valuation prepared by Fearnleys, dated February 28, 2023. |
| (c)(15)** |
|
Certificates
of Valuation prepared by Braemar, dated February 28, 2023. |
| (d)(1) |
|
Agreement
and Plan of Merger, dated April 6, 2023, by and among the Partnership, the General Partner, Parent and Merger Sub (incorporated
herein by reference to Annex A of the Proxy Statement). |
* Previously filed on
May 5, 2023 as an exhibit to the Schedule 13E-3.
** Previously filed on May 25, 2023
as an exhibit to Amendment No. 1 to the Schedule 13E-3.
SIGNATURES
After due inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated as of June 5, 2023
| | GASLOG PARTNERS LP |
| | | |
| By: |
/s/ Paolo Enoizi |
| |
Name: | Paolo Enoizi |
| |
Title: | Director & CEO |
| | GASLOG LTD. |
| | | |
| By: |
/s/ Paolo Enoizi |
| |
Name: | Paolo Enoizi |
| |
Title: | CEO |
| | GASLOG PARTNERS GP LLC |
| | | |
| By: |
/s/ Paolo Enoizi |
| |
Name: | Paolo Enoizi |
| |
Title: | CEO of GasLog Ltd., the sole member of Gaslog Partners GP LLC |
| | SATURN MERGER SUB LLC |
| | | |
| By: |
/s/ Paolo Enoizi |
| |
Name: | Paolo Enoizi |
| |
Title: | CEO |
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