Capital Clean Energy Carriers Corp. · NASDAQ:CCEC
Capital Clean Energy Carriers — Capital Product Partners — Merger or Acquisition (November 2018)
26 slides from Capital Clean Energy Carriers's merger presentation, Nov 28, 2018
Slide 1: Investor Presentation
Investor Presentation Spin-off and Merger of CPLP’s Tanker Business with Diamond S Shipping and Repositioning of Existing CPLP November 28, 2018 www.capitalpplp.com
Slide 2: Forward Looking Statements
Forward Looking Statements Forward-Looking Statements The statements in this presentation that are not historical facts, including, among other things, the expected financial performance of the combined company and any remaining business of CPLP and the consummation of the transactions described her
Slide 3: Presenters
Presenters Jerry Kalogiratos 2015 – Present - CEO and Director of Capital Product Partners L.P. 2005 – 2015 - COO of Capital Product Partners L.P., CFO of Crude Carriers Corp., and Finance Director of Capital Maritime & Trading Corp. Craig Stevenson 2007 – Present - CEO, President, and Director of D
Slide 4: Transaction Overview
PRODUCT PARTNERS L. P. Transaction Overview
Slide 5: Transaction Description
Transaction Description 1 CPLP’s tanker fleet to be spun-off and merged with DSS Holdings’ business in a share- for-share transaction to form one of the largest publicly traded tanker companies (“Diamond S Shipping Inc.” or “DSSI”) DSSI will have a large and modern tanker fleet of 681 vessels an
Slide 6: Unlocking Value Through This Transformative Transaction
Unlocking Value Through This Transformative Transaction We expect the transaction will unlock value as the sum-of-the-parts is anticipated to be in excess of the current CPLP implied equity valuation 33% Owned by CPLP 100% Owned by CPLP Unitholders Unitholders 33% of $691 million PF NAV1 + $0.045 pe
Slide 7: Transaction Rationale
Transaction Rationale 1 CPLP’s modern containership assets and multi-year time charters are highly suitable for the MLP model 2 CPLP retains the ability to grow with a broad set of strategic opportunities based on a visible pipeline of dropdowns 3 CPLP unitholders will receive an implied premium
Slide 8: New CPLP Overview
PRODUCT PARTNERS L. P. New CPLP Overview
Slide 9: New CPLP Investment Highlights
New CPLP Investment Highlights Maritime MLP with modern fleet of 11 vessels: 10 containerships and 1 drybulk capesize Strong Charter Coverage: All vessels employed under period contracts with remaining charter duration of 5.3 years and with 95% charter coverage for 2019 and 75% for 2020 High Qua
Slide 10: Strong Charter Coverage
Strong Charter Coverage Strong charter coverage on CPLP assets 10 containerships and 1 drybulk vessel with 5.3 years remaining on charter on average 95% and 75% charter coverage for 2019 and 2020, respectively Charter Profile Expiry of Current Charters Rates Vessel Type Nov-18 Nov-19 Nov-20 No
Slide 11: Conservative Capital Structure Supports Future Growth
Conservative Capital Structure Supports Future Growth Transaction Sources & Uses ($mm) Sources Debt Breakdown CPLP's Former Tanker Fleet financing $309 ING 2015 Credit Facility $31 New CPLP financing 290 Aristaios Facility 27 9/30/18 New CPLP Cash Balance 47 2017 Credit Facility 406 Total Sources $6
Slide 12: New CPLP Compares Favorably to its Peers
New CPLP Compares Favorably to its Peers LTM 9/30/18 DCF Coverage Net Debt / LTM 9/30/18 EBITDA(1) 1.50x 8.0x 1.42x 7.2x 1.40x 7.0x 6.4x 6.1x 6.2x 1.30x 6.0x 1.30x 5.1x 5.0x 1.20x 1.16x 4.0x 1.10x 1.08x 3.1x 3.0x 1.00x 2.0x 0.90x 1.0x NA NA 0.80x 0.0x CPLP KNOP HMLP GLOP CMRE SSW CPLP HMLP KNOP SSW
Slide 13: Dropdown Opportunities from Sponsor
Dropdown Opportunities from Sponsor Sponsor has variety of vessels that are suitable to be dropped down to New CPLP Vessels where CPLP has current right of first offer 4 ECO Chem/Product tanker vessels (built 2016/2017) with 3 having dropdown debt facility in place. Other potential dropdowns
Slide 14: Diamond S Shipping Inc. Overview
Diamond S Shipping Inc. Overview
Slide 15: Introduction to DSSI
Introduction to DSSI DSSI 68 Vessels 1 12 Crude Tankers 7.8 4 Crude Tankers Average Age 31 Product Tankers 21 Product Tankers 1 2 3 4 5 Balanced Low Cash Focus on Significant Crude and Experienced Breakevens Return of Scale Drives Product Fleet Management and Strong Capital and Operating Positioned
Slide 16: DSSI will Benefit from Significant Scale
DSSI will Benefit from Significant Scale DSSI will be one of the largest publicly traded shipping companies by overall NAV1, and expected to be the 3rd largest public owner of MR and Product Tanker vessels $2.0 $1.3 $0.8 $0.7 $0.7 $0.6 $0.5 $0.4 $0.3 $0.2 $0.2 $0.2 EURN STNG² INSW DHT DSSI³ FRO DSS
Slide 17: Mixed Fleet Balances Consistent Cash Flow with Exposure to Product Tanker Market Upside
Mixed Fleet Balances Consistent Cash Flow with Exposure to Product Tanker Market Upside Combination Creates One of the Largest Publicly Traded MR Owners and Operators DSSI will be one of the largest publicly traded shipping companies in NAV and the number of vessels owned DSSI will have a balanc
Slide 18: Crude Fleet Upside
Crude Fleet Upside With a large spot-focused crude fleet, and crude dayrates beginning a rapid upswing, DSSI is well-positioned to profit from the upward crude dayrate momentum UPWARD MOMENTUM IN THE CRUDE SPOT MARKET IN Q4 2018 +227% in 3 m onths $40,497 $29,678 $16,171 Sep-18 Oct-18 Nov-18 Upward
Slide 19: Product Fleet Upside
Product Fleet Upside Product tankers, and particularly MRs, positioned to benefit from underlying macroeconomic factors and the IMO regulatory changes in 2020 AGE DISTRIBUTION OF PRODUCT FLEET (MILLION DWT) WHERE WE ARE IN THE FREIGHT RATE CYCLE The MR sector is ideally positioned to 60 34% maintain
Slide 20: A Leader in Operating Leverage and Liquidity
A Leader in Operating Leverage and Liquidity ESTIMATED BREAKEVEN RATES PRO FORMA LIQUIDITY AND DEBT MATURITY LOW BREAKEVENS ¹ TOTAL LIQUIDITY 2 DEBT MATURITY SCHEDULE 3 Debt Service Total: $90mm G&A 2019 Total: $17,900 Opex Undrawn LOC 2020 $35mm Total: $12,800 2021 $548 $9,300 $5,100 2022 $1,000 $9
Slide 21: Highly Experienced Leadership
Highly Experienced Leadership Management, led by Craig Stevenson, Jr., and the Board are highly experienced across shipping, M&A, and all have prior Board experience World-Class Management Team Led by Craig Stevenson, Jr., CEO Craig Stevenson, Jr., CEO and Director of DSSI, has over 40 years of ex
Slide 22: Appendix
PRODUCT PARTNERS L. P. Appendix
Slide 23: Common Unit Distribution Outlook
Common Unit Distribution Outlook Post transaction quarterly distribution of New CPLP expected to be $0.045 per unit 1 9/30/18 LTM PF Operating Surplus calculation ($mm, except per unit figures) Net Income $25.1 Adjustments to reconcile net income to net cash provided by operating activities Deprec
Slide 24: DSSI Fleet List
DSSI Fleet List DSS CPLP’s Former Tanker Fleet Age Age # Vessel Name Built (Years) DWT # Vessel Name Built (Years) DWT Product Tankers Product Tankers 1 High Jupiter 2008 10.3 51,603 1 Atlantas II 2006 12.5 36,713 2 Adriatic Wave 2009 9.3 51,549 2 Aktoras 2006 12.3 37,582 3 High Mars 2008 10.3 51,54
Slide 25: Securities Disclaimer
Securities Disclaimer This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities in any jurisdicti
Slide 26: Capital Product Partners L.P.
Capital Product Partners L.P.
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