Sec Form 13D Filing - Capital Maritime & Trading Corp. filing for CAPITAL CLEAN ENERGY CARRIERS (CCEC) - 2024-08-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO § 240.13D-1(A) AND

AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 29)

Capital Product Partners L.P.

(Name of Issuer)

Common units, representing limited partner interests

(Title of Class of Securities)

Y11082206

(CUSIP Number)

Gerasimos (Jerry) Kalogiratos

Capital Maritime & Trading Corp.

3 Iassonos Street

Piraeus, 18537, Greece

Tel: +30 210 458-4950

with a copy to:

Richard A. Pollack

Sullivan & Cromwell LLP

1 New Fetter Lane

London, EC4A 1AN

Tel: +44-20-7959-8900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 1, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

This Amendment No. 29 amends and supplements the disclosures in Items 2 and 4, 5 and 6 of the Schedule 13D (the “Schedule 13D”) filed with the SEC on April 4, 2008, as amended by amendments thereto filed on December 29, 2023, December 26, 2023, November 13, 2023, October 6, 2023, September 29, 2023, June 21, 2023, May 26, 2023, October 17, 2022, August 8, 2022, April 4, 2022, December 21, 2021, December 7, 2021, October 18, 2021, September 22, 2020, September 10, 2020, May 1, 2019, December 14, 2018, December 3, 2018, April 23, 2015, September 29, 2014, March 29, 2013, June 13, 2012, May 31, 2012, October 26, 2011, October 5, 2011, May 9, 2011, February 26, 2009, and April 30, 2008, relating to the Common Units of the Issuer, a limited partnership organized under the laws of the Republic of the Marshall Islands. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

This Schedule 13D is jointly filed by Capital Maritime & Trading Corp. (“Capital Maritime”), Evangelos M. Marinakis and Miltiadis E. Marinakis (collectively, the “Reporting Persons”).

The principal business office and address of each Reporting Person is c/o Capital Maritime, 3 Iassonos Street Piraeus, 18537, Greece.

Mr. Evangelos M. Marinakis is the chairman and a director of Capital Maritime.

Mr. Miltiadis E. Marinakis is the son of Mr. Evangelos M. Marinakis. Although not engaged in day-to-day management, Mr. Miltiadis E. Marinakis holds and oversees certain shipping interests on behalf of the Marinakis family.

Capital Maritime is a corporation incorporated in the Marshall Islands. The principal business of Capital Maritime consists of shipping and transportation services.

Capital Gas is a corporation incorporated in the Marshall Islands. The principal business of Capital Gas consists of shipping and transportation services.

The name, position, address and citizenship of the directors and executive officers of Capital Maritime are set forth on Schedule A attached hereto, and are incorporated herein by reference.

During the past five years, none of the Reporting Persons, and to the best of their knowledge, none of the Reporting Persons’ directors or executive officers (as applicable) (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to include the following:

On August 1, 2024, the Board of Directors of the Issuer (the “Board”), the conflicts committee of the Board (the “Conflicts Committee”), a majority of the limited partners of the Issuer and the general partner of the Issuer, Capital GP L.L.C., an affiliate of the Reporting Persons (the “General Partner” or “CGP LLC”) approved the entry by the Issuer into a Plan of Conversion pursuant to which, among other things, (i) the Issuer shall be converted from a Marshall Islands limited partnership to a Marshall Islands corporation to be named “Capital Clean Energy Carriers Corp.” (the “Corporation”) pursuant to and in accordance with the Marshall Islands Limited Partnership Act (the “Partnership Act”) and the Marshall Islands Business Corporations Act (the “MIBCA”), (ii) each of the outstanding Common Units of the Issuer shall be converted into one common share, with par value $0.01 per share, of the Corporation (“Common Shares”) and (iii) the 348,570 outstanding General Partner units and all outstanding incentive distribution rights of the Issuer shall be converted into 3,500,000 Common Shares (collectively, the “Conversion”). Immediately following the Conversion, the Reporting Persons, together with CGP LLC are expected to beneficially own 59.0% of the outstanding Common Shares of the Corporation (based on 58,387,313 Common Shares expected to be outstanding immediately following the Conversion and excluding 2,122,352 Common Shares expected to be held in treasury).

In accordance with the Plan of Conversion, the Issuer will file a Certificate of Conversion (the “Certificate of Conversion”) and Articles of Incorporation of the Corporation (the “Articles of Incorporation”), in substantially the forms attached to the Plan of Conversion, with the Registrar of Corporations of the Republic of the Marshall Islands pursuant to Sections 5 and 132 of the MIBCA and Section 27 of the Partnership Act. The Certificate of Conversion and the Articles of Incorporation are expected to be filed with the Registrar of Corporations of the Republic of the Marshall Islands on August 26, 2024 (the “Effective Date”). On the Effective Date, the Issuer will adopt the Bylaws of the Corporation (the “Bylaws”), in substantially the form attached to the Plan of Conversion.

In connection with the Conversion, on the Effective Date the Corporation will enter into a Shareholders’ Agreement with Capital Maritime, Capital Gas and CGP LLC, setting forth certain governance matters with respect to the Corporation and a Registration Rights Agreement with Capital Maritime, Capital Gas, CGP LLC, Paparebecorp Limited, a Cyprus limited liability company (“Paparebecorp”) and Ascetico Limited, a Cyprus limited liability company (together with Paparebecorp and their Affiliates, the “Yoda Parties”), setting forth certain registration rights with respect to the Corporation (the “Registration Rights Agreement”). The Corporation will also enter into an Executive Services Agreement with CGP LLC, pursuant to which CGP LLC and its affiliates will provide certain executive, investor relations and corporate support services to the Corporation (the “Executive Services Agreement”).

Further details on the Conversion, the Shareholders’ Agreement, the Registration Rights Agreement and the Executive Services Agreement are set out below.

The Conversion and Articles of Incorporation

On the Effective Date, the Issuer shall be converted to the Corporation and, for all purposes of the laws of the Republic of the Marshall Islands and otherwise, the Conversion shall be deemed a continuation of the existence of the Issuer in the form of a Marshall Islands corporation. The Second Amended and Restated Agreement of Limited Partnership of the Issuer (the “Partnership Agreement”) and the Certificate of Limited Partnership of the Issuer shall terminate and no longer govern the affairs of the Issuer, but instead the affairs of the Corporation shall be governed by the MIBCA, the Articles of Incorporation and the Bylaws. As a result, the General Partner will give up its existing management and consent rights with respect to the Issuer pursuant to the Partnership Agreement, including its right to appoint three directors to the Board and its veto rights over, among other things, approval of mergers, consolidations and other significant corporate transactions and amendments to the Issuer’s governing documents.

Pursuant to the Articles of Incorporation and the Bylaws, the Corporation’s board of directors will consist of eight directors, a majority of which will be “independent” in accordance with Nasdaq rules. All directors will be elected by majority vote of the holders of Common Shares (including Capital Maritime and its affiliates), other than in a contested election, in which the election of directors will be by a plurality vote. Immediately following the Effective Date, the following will be appointed to serve as an initial director of the Corporation until the first annual meeting of shareholders of the Corporation and until their successor is elected and qualified, or until such director’s earlier death, resignation, disqualification or removal: Keith Forman, Gerasimos (Jerry) Kalogiratos, Gurpal Grewal, Atsunori Kozuki, Rory Hussey, Abel Rasterhoff, Eleni Tsoukala and Dimitris P. Christacopoulos. The Board will form an audit committee, a compensation committee, a conflicts committee, an Environmental, Social and Governance (ESG) Committee and a nominating committee (the “Nominating Committee”).

The Articles of Incorporation will include an interested shareholder provision, pursuant to which the Corporation shall not engage in any business combination with any “interested shareholder” for a period of three years following the time that such shareholder became an “interested shareholder” unless (i) prior to such time, the Corporation’s board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an “interested shareholder”, (ii) upon consummation of the transaction which resulted in the shareholder becoming an “interested shareholder”, the shareholder owned at least 85% of the voting stock of the Corporation outstanding at the time the transaction commenced, or (iii) at or subsequent to such time the business combination is approved by the Corporation’s board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-²⁄₃% of the outstanding voting stock which are not owned by the “interested shareholder”, its affiliates or its associates. For purposes of this provision of the Articles of Incorporation, the term “interested shareholder” will mean any person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person is an interested shareholder, and the affiliates and associates of such person; provided, however, that the term “interested shareholder” shall not include (A) any person, and its affiliates and associates, that together with its affiliates and associates (excluding the Corporation or any subsidiary of the Corporation) owned shares in excess of the 15% limitation as of the effective date of the Conversion for so long as such person, together with its affiliates and associates continues to own 15% or more of the outstanding voting stock of the Corporation; or (B) any person whose ownership of shares in excess of the 15% limitation is the result of action taken solely by the Corporation; provided that such person specified in clause (B) shall be an interested shareholder if thereafter such person acquires additional voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. The restrictions contained in this provision of the Articles of Incorporation shall not apply if a shareholder becomes an “interested shareholder” inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the shareholder ceases to be an “interested shareholder”; and (ii) would not, at any time within the three-year period immediately prior to a business combination between the Corporation and such shareholder, have been an “interested shareholder” but for the inadvertent acquisition of ownership.

Shareholders’ Agreement

The Shareholders’ Agreement sets forth certain governance rights and other matters with respect to the Corporation. Pursuant to the Shareholders’ Agreement, until Capital Maritime and its affiliates cease to own at least 25% of the outstanding Common Shares, Capital Maritime and its affiliates will have the right to nominate three out of the eight directors to the Corporation’s board of directors. If the holdings of Capital Maritime and its affiliates fall below 25% but remain above 15% of the outstanding Common Shares, Capital Maritime and its affiliates thereafter will have the right to nominate two out of eight directors. If the holdings of Capital Maritime and its affiliates fall below 15% but remain above 5% of the outstanding Common Shares, Capital Maritime and its affiliates thereafter will have the right to nominate one out of eight directors. If the holdings of Capital Maritime and its affiliates fall below 5%, Capital Maritime thereafter will no longer have any rights to nominate directors to the Corporation’s board of directors. The remaining members of the Board will be nominated by the Nominating Committee. Initially, Capital Maritime and its affiliates will have the right to nominate three directors to the Corporation’s board of directors, who will be Gerasimos (Jerry) Kalogiratos, Gurpal Grewal and Atsunori Kozuki. For so long as Capital Maritime and its affiliates have the right to nominate at least one director pursuant to the Shareholders’ Agreement, the Corporation shall include, and shall cause the Nominating Committee to include, any such nominee designated by Capital Maritime and its affiliates in the slate of nominees recommended by the Nominating Committee to holders of Common Shares for election to the Corporation’s board of directors.In addition, for so long as Capital Maritime and its affiliates have the right to nominate at least one director pursuant to the Shareholders’ Agreement, Capital Maritime and its affiliates shall not designate individuals for nomination to the Corporation’s board of directors (nor participate in nominating, nor encourage any other person to recommend or propose for nomination, any individuals to the Corporation’s board of directors) other than pursuant to its nomination rights under the Shareholders’ Agreement or otherwise with the approval of the Nominating Committee.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, if Capital Maritime, Capital Gas, CGP LLC and/or the Yoda Parties desire to sell Common Shares and Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) or another exemption from registration is not available to enable such person to dispose of the number of securities it desires to sell at the time it desires to do so without registration under the Securities Act (such securities, the “Registrable Securities”), then, at the request of Capital Maritime, the Corporation shall file a “Shelf Registration Statement” pursuant to and as defined in the Registration Rights Agreement, with the U.S. Securities and Exchange Commission as promptly as practicable after receiving such request, and will use its reasonable best efforts to cause it to become effective and remain continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities until such time as there are no Registrable Securities remaining, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statement. Any holder of Registrable Securities (a “Holder”) may request that it be included in such Shelf Registration Statement as a selling securityholder with respect to any Registrable Securities then held by it, subject to the provisions of the Registration Rights Agreement. At any time during which a Shelf Registration Statement is not in effect and the Corporation is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder may request to sell all or part of its Registrable Securities pursuant to a registration statement separate from a Shelf Registration Statement.

Capital Maritime, Capital Gas and CGP LLC, together with any direct or indirect transferee, shall be entitled to demand up to four underwritten offerings pursuant to the Registration Rights Agreement and the Yoda Parties shall be entitled to demand one underwritten registration.

If the Corporation at any time proposes to file a registration statement under the Securities Act for an offering of securities for cash (other than an offering relating solely to an employee benefit plan), the Corporation will use all reasonable best efforts to include such number or amount of Registrable Securities held by any Holder in such registration statement as the Holder shall request, subject to customary cut back provisions.

If the Conflicts Committee determines in good faith that the requested registration would be materially detrimental to the Corporation because such registration would (x) materially interfere in a way materially adverse to the Corporation with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Issuer, (y) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential or (z) render the Corporation unable to comply with requirements under applicable securities laws, then the Corporation shall have the right to postpone such requested registration for a period of not more than 90 days, such right not to be utilized more than twice in any 12-month period.

All costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Corporation without reimbursement by the Holder. The Corporation also agreed to indemnify each Holder, its officers, directors and each person who controls the Holder for any claims based upon, arising out of or resulting from any untrue statement or alleged untrue statement of any material fact in connection with any registration pursuant to the Registration Rights Agreement.

Executive Services Agreement

The Executive Services Agreement will replace the existing executive services agreement, dated October 1, 2022, between the Issuer and the General Partner, which will be terminated on the Effective Date. Pursuant to the Executive Services Agreement, CGP LLC and its affiliates will provide certain executive, investor relations and corporate support services to the Corporation. In consideration for CGP LLC and its affiliates providing the such services, the Corporation shall pay to CGP LLC a fixed amount of US$3,500,000.00 per annum. During the term of the Executive Services Agreement, the officers and consultants appointed by CGP LLC and its affiliates will be eligible to participate in all benefit programs as are from time to time made generally available to senior executives by the Corporation. In addition, if any officer and consultant appointed by CGP LLC or its affiliates resigns under the relevant provisions of their employment and consultancy agreement with CGP LLC or its affiliates due to a “Change of Control” as defined in the Executive Services Agreement, the Corporation will pay any compensation provided in such employment and consultancy agreement. The Corporation has also agreed to indemnify CGP LLC, its affiliates and its or their employees, shareholders, directors, consultants and agents against all actions, proceedings, claims, demands or liabilities which may be brought against them due to the Executive Services Agreement other than those which may be caused by or due to the fraud, gross negligence or willful misconduct of CGP LLC, its affiliates or its or their employees, shareholders, directors, consultants and agents.

The descriptions of the Plan of Conversion, Certificate of Conversion, Shareholders’ Agreement, the Registration Rights Agreement and the Executive Services Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Plan of Conversion, Shareholders’ Agreement, the Registration Rights Agreement and the Executive Services Agreement, the full text of which are filed as Exhibits I, II, III, IV and V hereto, respectively.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) and (b) of Item 5 are hereby deleted and replaced in their entirety by the following:

The Marinakis family, including Mr. Miltiadis E. Marinakis, may be deemed to beneficially own, in aggregate, 1,153,846 Common Units, representing 2.1% of the outstanding Common Units, through Mr. Miltiadis E. Marinakis’ beneficial ownership of 100% of Capital Gas.

Furthermore, the General Partner owns 348,570 general partner units, representing a 0.6% partnership interest in the Issuer (calculated based on an aggregate of 55,235,883 outstanding units of the Issuer (excluding 2,122,352 treasury units and including the general partner units). Disclosure contained in Item 4 is incorporated herein by reference.

Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Capital Maritime) or the persons set forth on Schedule A is the beneficial owner of the Common Units referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented to include the following:

Disclosure contained in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 2, 2024

SCHEDULE A

Directors and Executive Officers of Capital Maritime: