UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(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
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Capital Product Partners L.P.
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(Name of Issuer)
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Common units, representing limited partner interests
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(Title of Class of Securities)
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Y11082206
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(CUSIP Number)
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Alon Bar
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Yoda PLC
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48 Themistokli
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Dervi Athienitis Centennial Building
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7th Floor, Office 703 P.C.
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Nicosia 1066
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Cyprus
+357 22 570 380
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December 27, 2023
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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. ☐
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons
Yoda PLC
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2
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Check the Appropriate Box if a Member of a Group
(A) ☐ (B) ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
WC
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Cyprus
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
None
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8
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Shared Voting Power
10,123,996 Common Units(1)
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9
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Sole Dispositive Power
None
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10
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Shared Dispositive Power
10,123,996 Common Units(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,123,996 Common Units(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
18.4%(2)
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14
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Type of Reporting Person (See Instructions)
CO
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_____________________________________________
Notes:
| (1) |
“Common Units” refers to the common units issued by Capital Product Partners L.P. (the “Issuer”) representing limited partnership interests of the Issuer. By virtue of his
relationship to Yoda PLC, Ioannis Papalekas may be deemed to beneficially own the Common Units acquired by Yoda PLC.
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| (2) |
The percentages reported in this Schedule 13D are calculated using a denominator of 55,039,143 Common Units outstanding (excluding 870,522 treasury units and 348,570 general
partner units), based on information publicly filed by the Issuer.
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1
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Names of Reporting Persons
Ioannis Papalekas
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2
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Check the Appropriate Box if a Member of a Group
(A) ☐ (B) ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Greece
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
None
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8
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Shared Voting Power
10,123,996 Common Units(1)
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9
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Sole Dispositive Power
None
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10
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Shared Dispositive Power
10,123,996 Common Units(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,123,996 Common Units(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
18.4%(2)
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14
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Type of Reporting Person (See Instructions)
IN
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_____________________________________________
Notes:
(1) Represents the number of Common Units that may be deemed to be
beneficially owned by Ioannis Papalekas.
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The percentages reported in this Schedule 13D are calculated using a denominator of 55,039,143 Common Units outstanding (excluding 870,522 treasury units and 348,570 general
partner units), based on information publicly filed by the Issuer.
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Item 1. Security and Issuer
This Schedule 13D relates to the common units, representing limited partner interests (the “Common Units”) of Capital Product Partners L.P. (the “Issuer”), a limited
partnership organized under the laws of the Republic of the Marshall Islands, with principal executive offices at 3 Iassonos Street, Piraeus, 18537, Greece.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Yoda PLC (the “Company”) and Ioannis Papalekas (each a “Reporting Person” and collectively, the “Reporting Persons”). Ioannis
Papalekas is the controlling shareholder of the Company and as such may be deemed to beneficially own the Common Units acquired by the Company, including such Common Units acquired pursuant to that certain unit purchase agreement (the “Unit Purchase
Agreement”) entered on December 27, 2023, between the Company and Capital Maritime & Trading Corp. (“Capital Maritime”), a corporation organized under the laws of the Republic of the Marshall Islands. A copy of the Unit Purchase Agreement is
attached as Exhibit A hereto.
The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Securities Exchange Act. However,
neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit B
hereto.
(b) The principal business office and address of the Company is 48 Themistokli Dervi Avenue, Athienitis Centennial Building, 7th Floor, Suite 703, 1066 Nicosia,
Cyprus. The Company’s executive officers and directors, and their respective business addresses, are set forth in Annex A attached hereto.
The principal address of Ioannis Papalekas is 10 Aphrodite Street, Flat 301, P.C. 1060, Nicosia, Cyprus.
(c) The Company is a public limited liability company incorporated in Cyprus and listed on the Cyprus Stock Exchange. The principal business of the Company consists
of the holding of investments and the provision of financing. The Company invests in a diversified portfolio in terms of geography, strategy and lifecycle. This includes, but is not limited to, investments in the areas of real estate, hospitality,
technology, shipping and healthcare. The position of the directors and executive officers of the Company are set forth on Annex A attached hereto, and are incorporated herein by reference.
Ioannis Papalekas is a businessman who, among others, founded Globalworth Real Estate Investments Limited, a leading real estate company in the CEE region traded on
the London Stock Exchange. Mr. Papalekas has also been active in the shipping and technology businesses over the years, successfully co-investing alongside very experienced and successful operators and entrepreneurs. As of the date of this Schedule
13D, Ioannis Papalekas is the only individual with ultimate beneficial ownership in the Company of more than 51% directly or indirectly, as described in Item 2 of this Schedule 13D. By virtue of the relationship between the Company and Ioannis
Papalekas described in Item 2, Ioannis Papalekas may be deemed to beneficially own the Common Units acquired by the Company.
(d) During the last five years, neither the Reporting Persons nor any of those individuals identified on Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Persons nor any of those individuals identified on Annex A has been 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 violations with respect to such laws.
(f) The citizenship or place of organization for the Reporting Persons is set forth in Row 6 of the cover pages hereto. The citizenship of each of the individuals
referred to on Annex A is set forth on Annex A.
Item 3. Source and Amount of Funds or Other Consideration
On December 27, 2023, the Company acquired 10,000,000 Common Units for the aggregate purchase price of $160,000,000. The source of funds used for this transaction
was working capital of the Company.
From December 28, 2023 through January 2, 2024, the Company, through its
wholly-owned subsidiary, Paparebecorp Limited, acquired 123,996 Common Units in an open-market transaction for an aggregate purchase price of $1,745,048.53. The source of funds used for this transaction was working capital of the Company.
The information set forth in Item 4 and 6 of this Schedule 13D is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
The information set forth in Item 3 is hereby incorporated by reference in its entirety.
The Reporting Persons acquired the Common Units of the Issuer for investment purposes as they believed that such Common Units represented an attractive investment
opportunity.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial
condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time,
directly or through wholly owned subsidiaries, to acquire additional Common Units, dispose of some or all of the Common Units that it may own from time to time, in each case in open market or private transactions, block sales or otherwise, and review
or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.
Item 5. Interest in Securities of the Issuer.
(a)-(b) For information regarding
beneficial ownership, see the information presented on the cover page of this Schedule 13D. Such information is based on 55,039,143 Common Units of the Issuer outstanding as of December 21, 2023, based on information publicly filed by the Issuer.
The Common Units reported herein are directly held by the Company. Ioannis Papalekas, the controlling shareholder of the Company, may deemed to beneficially own the Common Units directly held by the Company.
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 the Company) or the persons set forth on Annex 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.
(c) Except as set forth in
this Schedule 13D, neither the Reporting Persons nor, to their knowledge, any of the persons listed in Annex A hereto, has effected any transaction in Common Units during the past 60 days.
(d) Except as set forth in
this Schedule 13D, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated by reference in its entirety.
Pursuant to the Unit Purchase Agreement, Capital Maritime assigned to the Company the registration rights provided for in Section 7.19 of the Second
Amended and Restated Agreement of Limited Partnership of the Issuer, dated February 22, 2010 (as amended from time to time, the “Partnership Agreement”) with respect to the 10,000,000 Common Units sold to the Company (the “Purchased Units”);
provided that the Company shall be entitled only to one registration pursuant to Section 7.19(a) of the Partnership Agreement. In addition to such single registration pursuant to Section 7.19(a) of the Partnership Agreement, if Capital Maritime
requests the Issuer to file a “Shelf Registration Statement” pursuant to and as defined in Section 3.2 of the Umbrella Agreement, dated November 13, 2023, by and among the
Issuer, Capital Maritime and Capital GP L.L.C. (the “Umbrella Agreement”), the Company may request that it be included in such Shelf Registration Statement as a selling securityholder with respect to any of the Purchased Units then held by it,
subject to the provisions of said Section 3.2 of the Umbrella Agreement and Section 7.19 of the Partnership Agreement. In connection with this provision of the Unit Purchase Agreement, on December 27, 2023, the Company provided to the Issuer a
certificate (the “Certificate”) pursuant to which it agreed to be bound and subject to the terms set forth in Section 7.19 of the Partnership Agreement. The Company also agreed that until the date that is six months from the date of the
Certificate, it shall not offer, sell, pledge, deliver of otherwise transfer any Common Units except (a) pursuant to a registration statement that has become effective under the Securities Act of 1933, as amended (the “Securities Act”), (b)
pursuant to offers and sales to non U.S. Persons that occur outside the United States within the meaning of Regulation S, or (c) pursuant to an exemption from registration provided by Rule 144A under the Securities Act, or any other available
exemption from the registration requirements of the Securities Act that
would result in the Common Units being so offered, sold, pledged, delivered or transferred becoming “restricted securities” within the meaning of Rule 144 under the Securities Act. The
Unit Purchase Agreement, which includes the form of Certificate, is filed as Exhibit A hereto.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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Exhibit A
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Unit Purchase Agreement, dated as of December 27, 2023, by and among the Capital Maritime and the Company.
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Exhibit B
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Agreement Regarding the Joint Filing of Schedule 13D, dated as of January 3, 2024, by and among the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: January 3, 2024
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YODA PLC
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By:
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/s/ Alon Bar
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Name:
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Alon Bar
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Title:
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Chief Executive Officer
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IOANNIS PAPALEKAS
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/s/ Ioannis Papalekas
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Annex A
The following table lists the directors and executive officers of Yoda PLC.
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Name
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Principal Occupation or Employment
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Principal Business Address
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Citizenship
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Alon Bar
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Director, Chief Executive Officer of Yoda PLC
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48 Themistokli
Dervi Athienitis Centennial Building
7th Floor, Office 703 P.C.
Nicosia 1066, Cyprus
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Israel
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Achilleas Dorotheou
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Director, Head of Hospitality and Development of Yoda PLC
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48 Themistokli
Dervi Athienitis Centennial Building
7th Floor, Office 703 P.C.
Nicosia 1066, Cyprus
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Cyprus
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Marios Alexandrou
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Director, Head of Operations and Compliance of Yoda PLC
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48 Themistokli
Dervi Athienitis Centennial Building
7th Floor, Office 703 P.C.
Nicosia 1066, Cyprus
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Cyprus
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Stavros Ioannou
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Director, Chief Financial Officer of Yoda PLC
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48 Themistokli
Dervi Athienitis Centennial Building
7th Floor, Office 703 P.C.
Nicosia 1066, Cyprus
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Cyprus
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Exhibit A
UNIT PURCHASE AGREEMENT
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2023, is made and entered into between
Capital Maritime & Trading Corp. (“Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and Yoda PLC (“Buyer”), a public limited company organized under the laws Cyprus.
RECITALS
WHEREAS, Seller is the owner of common units (the “Common Units”)
representing limited partnership interests in Capital Product Partners L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”);
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, 10,000,000 Common Units owned by Seller (the “Purchased Units”) upon the terms and conditions set forth in this Agreement;
WHEREAS, Seller and Buyer are executing and delivering this Agreement in reliance
upon Regulation S under the Securities Act of 1933, as amended (the “Securities Act”); and
WHEREAS, Seller and Buyer desire to make certain representations, warranties,
covenants and agreements in connection with this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:
ARTICLE I
SALE AND PURCHASE
Section 1.1 Purchase of Units; Purchase Price.
(a) On
and subject to the terms and conditions of this Agreement, Buyer agrees to purchase and accept from Seller, and Seller agrees to sell to Buyer, the Purchased Units, at the aggregate purchase price of $160,000,000 (the “Purchase Price”) (such
transaction, the “Transaction”).
Section 1.2 Closing Date; Closing.
(a) The
closing of the Transaction (the “Closing”) shall occur substantially concurrently with the execution of this Agreement. At the Closing, the Purchased Units shall be delivered by or on behalf of Seller to Buyer in registered form, against
payment by Buyer of the Purchase Price in immediately available funds by wire transfer to the account specified in the instructions provided by Seller to Buyer on the date hereof.
(b) At
the Closing, Seller shall provide to the transfer agent for the Common Units, with a copy to Buyer, a duly executed stock power or other appropriate instrument of sale, assignment and transfer with respect to the transfer of the Purchased Units to
Buyer.
(c) At
the Closing, Buyer shall provide Seller and the Partnership with an executed letter in the form of Annex A hereto.
(d) All
transactions at the Closing will be deemed to have taken place simultaneously, and no transaction will be deemed to have been completed, and no document will be deemed to have been delivered, until all such transactions have been completed and all
such documents have been delivered.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to
Buyer as of the date hereof as follows:
Section 2.1 Existence. Seller has been duly organized and is validly existing and in good standing under the laws of the Republic of the Marshall Islands. Prior to the date hereof, Buyer
has been provided with complete and correct copies of Seller’s articles of association, bylaws, or other equivalent organizational documents, and each so delivered is in full force and effect.
Section 2.2 Authority and Capacity; No Conflicts. Seller has all requisite power, authority and capacity to enter into and perform its obligations under this Agreement and all action
required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the Transaction has been duly and validly taken. The consummation of the Transaction will not (i) violate any law
applicable to Seller, (ii) result in a breach of or default under Seller’s organizational documents or (iii) result in a breach of or default under any agreement to which Seller is a party or by which Seller is bound, except, in the case of
clauses (i) and (iii) above, for any such violation or breach, that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transaction. No authorization by the
shareholders of Seller is required to consummate the Transaction.
Section 2.3 Binding Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of Seller and, when executed and delivered by Buyer, will constitute a valid
and binding agreement of Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium and similar laws relating to or affecting creditors’
rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).
Section 2.4 Title. Seller has good and valid title to the Purchased Units, free and clear of all liens, encumbrances, equities or claims (other than any transfer restrictions imposed by
the Securities Act), and upon delivery the Purchased Units pursuant hereto, good and valid title to the Purchased Units, will pass to Buyer.
Section 2.5 No Approvals or Consents. No notices, reports or other filings are required to be made by Seller, nor are any consents, registrations, approvals, permits or authorizations
required to be obtained by Seller from, any third party or any legislative, executive, judicial, or administrative body, including any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality, of the government
of the United States or of any foreign country, any state or any political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise) in connection with the execution, delivery and performance of this
Agreement, except those that (a) have been obtained or made or (b) the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the
Transaction.
Section 2.6 Non-Reliance. Seller acknowledges that Buyer is entering into this Agreement with it in reliance on the acknowledgments, agreements, representations and warranties set forth in
this Article II.
Section 2.7 Solvency. Seller is not entering into this Agreement or the Transaction with the intent to hinder, delay or defraud either present or future creditors.
Section 2.8 Compliance. Neither Seller nor any of its controlling or controlled affiliates is the target of any sanctions administered or enforced by the U.S. government (including,
without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United
Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority with jurisdiction over such person.
Section 2.9 No Brokers or Finders. Neither Seller nor any of its affiliates, or any of their respective directors or employees (including any officers), as applicable, has employed any
investment banker, broker or finder or incurred or will incur any liability for any brokerage payments, investment banking fees, commissions, finders’ fees or other similar payments in connection with the Transaction for which Buyer would be
liable.
Section 2.10 Affiliate Status. Seller is an “Affiliate” (as such term is defined in the (Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the
“Partnership Agreement”)) of Capital GP L.L.C. (the “General Partner”).
Section 2.11 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article II, neither Seller nor any other person makes (and
Seller, on behalf of itself, its subsidiaries and its affiliates hereby disclaims) any other express or implied representation or warranty with respect to Seller or any of its subsidiaries or its affiliates (including any implied warranties that
may otherwise be applicable because of the provisions of the Uniform Commercial Code, as from time to time amended and in effect, in any jurisdiction (the “Uniform Commercial Code”) or any other applicable law, including the warranties of
merchantability and fitness for a particular purpose).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
To induce Seller to enter into and perform its obligations under this Agreement, Buyer hereby represents and warrants to
Seller as of the date hereof as follows:
Section 3.1 Existence. Buyer has been duly organized and is validly existing and in good standing under the laws of Cyprus. Prior to the date hereof, Seller has been provided with
complete and correct copies of Buyer’s articles of association, bylaws or other equivalent organizational documents, and each so delivered is in full force and effect.
Section 3.2 Authority and Capacity; No Conflicts. Buyer has all requisite power, authority and capacity to enter into and perform its obligations under this Agreement and all action
required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the Transaction has been duly and validly taken. The consummation of the Transaction will not (i) violate any law
applicable to Buyer, (ii) result in a breach of or default under Buyer’s organizational documents or (iii) result in a breach of or default under any agreement to which Buyer is a party or by which Buyer is bound, except, in the case of clauses (i)
and (iii) above, for any such violation or breach, that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transaction. No authorization by the shareholders
of Buyer is required to consummate the Transaction.
Section 3.3 Binding Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of Buyer and, when executed and delivered by Seller, will constitute a valid
and binding agreement of Buyer, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Section 3.4 No Approvals or Consents. No notices, reports or other filings are required to be made by Buyer, nor are any consents, registrations, approvals, permits or authorizations
required to be obtained by Buyer from, any third party or any legislative, executive, judicial, or administrative body, including any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality, of the government
of the United States or of any foreign country, any state or any political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise) in connection with the execution, delivery and performance of this
Agreement, except those that (a) have been obtained or made or (b) the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the
Transaction.
Section 3.5 Non-Reliance. Buyer (a) acknowledges and understands that as an affiliate of the Partnership, Seller may be in possession of and may not have disclosed to Buyer material
non-public information regarding the Partnership and its affiliates that may impact the value of the Purchased Units and/or may be material to a reasonable investor when making investment or disposition decisions, including the decision to enter
into this Agreement, (b) is not relying on Seller for any legal, tax, investment, accounting or regulatory advice, (c) has consulted with its own advisors concerning such matters, (d) has conducted to its satisfaction an independent investigation
and verification of the financial condition, results of operations, assets, liabilities,
properties and operations of the Partnership, (e) in determining to proceed with the Transaction, has relied solely on the results of such
independent investigation and verification and on the representations and warranties of Seller in Article II, and (f) acknowledges that Seller is entering into this Agreement with it in reliance on the acknowledgments, agreements, representations and
warranties set forth in this Article III.
Section 3.6 Unregistered Units. Buyer is not a “U.S. person” as defined in Regulation S and is not purchasing the Purchased Units for the account or benefit of any person located in the
United States or who is a “U.S. person”. Buyer (a) understands and agrees that the Purchased Units are being transferred to Buyer pursuant to an exemption from registration provided by Regulation S, (b) is purchasing the Purchased Units in an
“offshore transaction”, as defined in Regulation S, (c) is not purchasing the Purchased Units as a result of, and has not initiated the process in relation to the purchase of the Purchased Units as a result of, nor considered any purchase of Common
Units as a result of any “directed selling efforts” as defined in Regulation S in the United States, and (d) agrees that all offers and sales of the Purchased Units by it shall be made only in accordance with applicable provisions of Regulation S,
pursuant to registration of the Purchase Units under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. Buyer is authorized to consummate the Transaction in compliance with all
applicable laws and regulations of Cyprus.
Section 3.7 Investment Intent. Buyer is acquiring the Purchased Units solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution thereof.
Section 3.8 Available Funds. Buyer has cash on hand or existing credit facilities of immediately available funds sufficient to enable it to consummate the Transaction pursuant to the terms
hereof. The funds used by Buyer to consummate the Transaction were legally derived.
Section 3.9 Solvency.
(a) Buyer
is not entering into this Agreement or the Transaction with the intent to hinder, delay or defraud either present or future creditors.
(b) After
giving effect to the Transaction, Buyer (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to
pay its probable liability on its existing debts as they mature or become due), (ii) will have adequate capital and liquidity with which to engage in its businesses and (iii) will not have incurred and does not plan to incur debts beyond its
ability to pay as they mature or become due.
Section 3.10 Compliance. Neither Buyer nor any of its controlling or controlled affiliates is the target of any sanctions administered or enforced by the U.S. government (including,
without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United
Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority with jurisdiction over such person.
Section 3.11 No Brokers or Finders. Neither Buyer nor any of its affiliates, or any of their respective directors or employees (including any officers), as applicable, has employed any
broker, finder or investment bank or has incurred or will incur any obligation or liability for any brokerage fees, commissions or finders fees in connection with the Transaction for which Seller would be liable.
Section 3.12 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III, neither Buyer nor any other person makes (and
Buyer, on behalf of itself, its subsidiaries and its affiliates hereby disclaims) any other express or implied representation or warranty with respect to Buyer or any of its subsidiaries or its affiliates (including any implied warranties that may
otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable law, including the warranties of merchantability and fitness for a particular purpose).
ARTICLE IV
MISCELLANEOUS
Section 4.1 Registration Rights. Upon the closing, Seller assigns to Buyer, the registration rights provided for in Section 7.19 of the Partnership Agreement with respect to the Purchased
Units; provided that Buyer shall be entitled only to one registration pursuant to Section 7.19(a) of the Partnership Agreement. In addition to such single registration pursuant to Section 7.19(a) of the Partnership Agreement, if Seller requests
the Partnership to file a “Shelf Registration Statement” pursuant to and as defined in Section 3.2 of the Umbrella Agreement, dated November 13, 2023 (the “Umbrella Agreement”), among Seller, the Partnership and the General Partner, Buyer
may request that Buyer be included in such Shelf Registration Statement as a selling securityholder with respect to any of the Purchased Units then held by it, subject to the provisions of said Section 3.2 of the Umbrella Agreement and Section 7.19
of the Partnership Agreement.
Section 4.2 Further Assurances. Each of the parties hereto shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or
shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the Transaction.
Section 4.3 Notices.
(a) All
notices and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly or made on the date of delivery to the recipient thereof if received prior to 5:00 p.m. in the
place of delivery and such day is a Business Day (or otherwise on the next succeeding Business Day) if (a) served by personal delivery or by an internationally recognized overnight courier to the person for whom it is intended, (b) delivered by
registered or certified mail, return receipt requested, or (c) sent by email, as provided in this Section 4.3; provided that the email is confirmed orally or in writing by the recipient thereof (excluding out-of-office replies or
other automatically generated responses) or is followed up within one Business Day after email by dispatch pursuant to one of the other methods described herein:
(i) if to Buyer, to:
c/o Capital Ship Management Corp.
3 Iassonos Street
Piraeus, Greece
Facsimile: +30 210 428 4285
Attn: Gerasimos Kalogiratos
E-mail: j.kalogiratos @capitalmaritime.com
with a copy to:
Sullivan & Cromwell LLP
1 New Fetter Lane
London, EC4A 1AN
United Kingdom
Attn: Richard A. Pollack
E-mail: pollackr@sullcrom.com
(ii) if to Seller, to:
Yoda PLC
48 Themistokli Dervi
Athienitis Centennial Building
7th Floor, office 703
P.C. 1066, Nicosia, Cyprus
Attn: Alon Bar
E-mail: alon.bar@yoda.com.cy
with a copy to:
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
22 Bishopsgate
London, EC2N 4BQ
United Kingdom
Attn: Danny Tricot
E-mail: danny.tricot@skadden.com
or to such other person or addressees as may be designated in writing by the party to receive such notice as provided above; provided,
however, that copies shall be provided to outside counsel for convenience only, such copies shall not, in and of themselves, constitute notice and the failure to provide any such copy shall not alter the effectiveness of any notice or other
communication otherwise duly made or given.
(b) For
the purposes of this Section 4.3, “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York, Cyprus or Greece are authorized or required by law to remain closed; provided,
however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of such commercial banks are generally open for use
by customers on such day.
Section 4.4 Amendments and Waivers. Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is duly executed and delivered by Seller and Buyer.
Any provision of this Agreement may be waived by the party entitled to the benefit thereof, but only by a writing signed by such party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
Section 4.5 Fees and Expenses. Each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Transaction.
Section 4.6 Successors and Assigns; No Third Party Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and to no other person, provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. Each party to this
Agreement acknowledges and agrees that this Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other
person.
Section 4.7 Governing Law; Waiver of Jury Trial. This Agreement, and all actions or proceedings (whether in contract, tort or statute) that may be based upon, arise out of or relate to
this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an
inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the laws of the State of New York, including its statutes of limitations, without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction (whether of the State of New York or any other jurisdiction would be required thereby. Each party to this Agreement agrees that it shall bring any action or proceeding in respect of
any claim arising out of or related to this Agreement exclusively in the courts of the State of New York and the Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and solely in
connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any
objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party to this Agreement and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given
in accordance with Section 4.3. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 4.8 Entire Agreement. This Agreement (including any schedules hereto) constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and
supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto and/or their affiliates with respect to the subject matter hereof.
Section 4.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority of competent jurisdiction to be invalid, void or unenforceable, or the
application of such provision, covenant or restriction to any person or any circumstance, is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, (a) a suitable and equitable provision shall be
substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision, covenant or
restriction to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision,
in any other jurisdiction and the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 4.10 Interpretation. The parties hereto drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party
by virtue of the authorship of any provision of this Agreement.
Section 4.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
the same instrument. Counterparts may be signed by any electronic signature and be delivered via electronic mail (including pdf) or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
[Signature Page Follows]
IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.
CAPITAL MARITIME & TRADING CORP.
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By:
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/s/ Gerasimos Kalogiratos
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Name:
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Gerasimos Kalogiratos
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Title:
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Director/Chief Executive Officer, President, Chief Financial Officer, Secretary
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YODA PLC
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By:
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/s/ Alon Bar
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Name:
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Alon Bar
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Title:
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CEO
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ANNEX A
FORM OF CERTIFICATION AND UNDERTAKING TO THE PARTNERSHIP AND SELLER
December 27, 2023
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, Greece
Capital Maritime & Trading Corp.
3 Iassonos Street
Piraeus, Greece
RE: Purchase of 10,000,000 Common Units by Yoda PLC
Reference is made to: (i) the Second Amended and Restated Agreement of Limited Partnership, dated February 22, 2010, as amended (the “Partnership Agreement”),
of Capital Product Partners L.P. (the “Partnership”) and (ii) the Umbrella Agreement, dated November 13, 2023 (the “Umbrella Agreement”), among the Partnership, Capital Maritime & Trading Corp. (“Capital Maritime”) and
Capital GP L.L.C.
On December 27, 2023, the undersigned, Yoda PLC, a public limited company organized under the laws of Cyprus (“Yoda”), purchased 10,000,000 common units (the
“Purchased Units”) representing limited partnership interests in the Partnership (the “Common Units”) from Capital Maritime. In connection with such purchase, Yoda hereby certifies, undertakes, represents and warrants to the Partnership
and Capital Maritime as follows:
(1) Yoda is not engaged in the business of distributing
securities.
(2) In anticipation of or in connection with the purchase of the
Purchased Units from Capital Maritime, Yoda had not (a) sold Common Units directly or indirectly or (b) caused (or taken action that would reasonably be expected to cause) another party to engage in any such direct or indirect sale.
(3) Until the date that is six months from the date hereof, Yoda
shall not offer, sell, pledge, deliver or otherwise transfer any Common Units except (a) pursuant to a registration statement that has become effective under the Securities Act of 1933, as amended (the “Securities Act”), (b) pursuant to
offers and sales to non U.S. Persons that occur outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”), or (c) pursuant to an exemption from registration provided by Rule 144A under the
Securities Act, or any other available exemption from the registration requirements of the Securities Act that would result in the Common Units being so offered, sold, pledged, delivered or transferred becoming “restricted securities” within the
meaning of Rule 144 under the Securities Act.
(4) Yoda hereby agrees to be bound and subject to the terms set
forth in Section 7.19 of the Partnership Agreement with respect to the Purchased Units, and agrees that it may not request more than one registration pursuant to Section 7.19(a) of the Partnership Agreement. Yoda’s notice information is as follows:
Yoda PLC
48 Themistokli Dervi
Athienitis Centennial Building
7th Floor, office 703
P.C. 1066, Nicosia, Cyprus
Attn: Alon Bar
E-mail: alon.bar@yoda.com.cy
(5) Yoda is not a U.S. person, as defined in Regulation S and
purchased the Purchased Units in an “offshore transaction” as defined in Regulation S.
[Signature Page Follows]
IN WITNESS WHEREOF, this certificate has been signed by as of the date first above written.
YODA PLC