CPLP sets spin-off date of record

Mar 15 2019


The date of record for the spin-off of Capital Product Partners’ (CPLP) crude and product tanker business into a separate publicly listed company, Diamond S Shipping (DSSI), has been set for 19th March.

Promptly following the spin-off, DSSI will merge with businesses and operations of DSS Holdings (DSS) in a share-for-share transaction.

The spin-off will occur by way of distribution of all the 12,725,000 of the outstanding DSSI common shares to record holders of CPLP’s common units and general partner units.

The distribution of DSSI common shares is expected to occur on 27th March, 2019. Each CPLP unitholder will be entitled to receive one DSSI common share for every 10.19149 CPLP common units or 10.19149 CPLP general partner units held on19th March. 

Immediately following the spin-off, there will be a series of mergers as a result of which, pursuant to the definitive agreement that CPLP entered into with DSS, DSSI will acquire the business and operations of DSS. 

Following the spin-off and merger, DSSI will be an independent, publicly traded company listed on the New York Stock Exchange under the symbol ‘DSSI.’  CPLP common units will continue to trade on NASDAQ under the ticker symbol ‘CPLP.’

It is expected that for US federal income tax purposes, the distribution will be treated as a non-taxable return of capital to the extent of each CPLP common unitholder’s tax basis, and thereafter as capital gain.

The completion of the spin-off is still subject to certain conditions.

Evercore and Stifel are serving as financial advisors and Sullivan & Cromwell is serving as legal advisor to CPLP. DVB Capital Markets is serving as financial advisor and Fried, Frank, Harris, Shriver & Jacobson is serving as legal advisor to CPLP’s special committee. Moelis & Company is serving as financial advisor and Jones Day is serving as legal advisor to DSS. Clarksons Platou is serving as industry advisor in connection with the transaction.

 



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