e425
Filing under Rule 425 under the U.S. Securities Act of 1933
Filing by: CAPITAL PRODUCT PARTNERS L.P. (SEC No. 001-33373)
Subject Company; CRUDE CARRIERS CORP. (SEC File No. 001-34651)
Corporate Participants
Ioannis Lazaridis
Capital product Partners CEO & CFO
Conference Call Participants
Ken Hoexter Bank of America
Justin Yagerman Deutsche Bank
Michael Webber Wells Fargo
Michael Pak Clarkson Capital Markets
Presentation
Operator
Thank you for standing by and welcome to the Capital Product Partners Second Quarter 2011 Financial
Results conference call. We have with us Mr Ioannis Lazaridis, Chief Executive Officer and Chief
Financial Officer of the company. At this time all participants are in a listen-only mode. There
will be a presentation followed by a question and answer session at which time if you wish to ask a
question you will need to press *1 on your telephone. I must advise you this conference is being
recorded today, Friday 29th July 2011. The statements in todays conference call that
are not historical facts, including our expectations regarding developments in the markets, our
expected charter coverage ratio for 2011 and expectations regarding our quarterly distribution may
be forward looking statements as such as defined in Section 21 E of the Securities Exchange Act of
1934 as amended. These forward looking statements involve risks and uncertainties that could cause
the stated or forecasted results to be materially different from those anticipated. Unless
required by law we expressly disclaim any obligation to update or revise any of these forward
looking statements, whether because of future events, new information, a change in our views or
expectations to conform to actual results or otherwise. We assume no responsibility for the
accuracy and completeness of the forward looking statements. We make no
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prediction or statement about the performance of our common units. I would now like to hand over
to your speaker today, Mr Lazaridis. Please go ahead sir.
Ioannis Lazaridis Capital Product Partners
Thank you, Jenny, and thank you all for joining us today. As a reminder we will be referring to
the supporting slides available on our website as we go through todays presentation. Starting
with slide one I am going to make some comparisons on todays call between the second quarter of
2011 and the second quarter of 2010 as this is the most meaningful analogy in our business. The
partnerships net income for the second quarter of 2011 was $15.1 million compared with 5.2 million
in the second quarter of last year.
The partnerships reported net income for the quarter includes a 16.5 million gain from bargain
purchase related to the purchase value of the motor vessel Cape Agamemnon as the fair value of the
vessel and the time charter exceeded the purchase consideration. In additional we incurred $2.7
million in general and administrative expenses related to the definitive merger agreement with
Crude Carriers Corp announced on May 5th 2011 and the proxy statement on Form F-4 filed
with Securities and Exchange Commission and the completion of the acquisition of the Cape
Agamemnon. Roughly the partnerships net income for the quarter reflects the scheduled dry docking
of the motor tanker Amore Mio II and associated off hire.
July 22nd our board of directors declared a cash distribution of $0.2325 for the second
quarter of 2011 in line with the annual distribution guidance of $0.93 per unit. At current levels
our annualised yield stands at close to 11.7%. We believe that the current distribution guidance
of $0.93 remains at the sustainable level. During the second quarter of 2011 we entered into two
very important transactions, namely the definitive agreement to merge with Crude Carriers in a unit
for share transaction announced on May 5th and which we expect to complete during the
third quarter of 2011 and a drop down of the dry cargo vessel Cape Agamemnon from our sponsor
Capital Maritime including a ten year highly attractive time charter.
In addition we extended the employment of motor tankers Agisilaos and Arionas to Capital Maritime
for 12 months from their respective delivery. For the charter of Agisilaos, the 12 month extension
is fixed at a gross daily charter rate of $13,500 or $13,331 net. And the charter is subject to a
profit sharing arrangement which allows each party to share at 50/50 additional revenues earned for
breaching the institute warranty limits. The earliest expected redelivery is June 2012. The
vessel during the last four months was time chartered at $13,000 gross day and before that it was
on a 12 month charter at $12,000 gross both with Capital Maritime. For the
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charter of M/T Arionas, the 12 month extension is fixed at a gross daily charter rate of $13,800 or
$13,628 net and the charter is subject to the same profit sharing arrangement as Agisilaos. The
earliest expected redelivery is September 2012. The vessel is currently chartered at $12,000 gross
with Capital Maritime. The improved rates that Capital Maritime is paying for the two vessels
demonstrates our confidence to the improving fundamentals of the product tanker market.
Turning to slide two, total revenues for the quarter were approximately $27.9 million down from
31.8 million in the second quarter of 2010 as a result of the lower charter rates at which we have
chartered a number of the partnerships vessels whose original charter expired during the previous
quarters and the off hire of the Amore Mio II during its scheduled dry docking. Total vessel
expenses and G&A costs for the period were $21.1 million which is $2.5 million more than a year ago
and includes 2.7 million in G&A expenses related to the definitive merger agreement with Crude
Carriers and a proxy statement of Form F-4 filed with the SEC and the completion of the acquisition
of the Cape. Please note that we include in the G&A costs of the second quarter of 2011 a noncash
charge of $0.6 million accounting for the Omnibus incentive compensation plan for the period. The
net interest expensive of the finance costs for the second quarter 2011 amounted to $8.1 million
compared to $8 million for the second quarter of 2010.
Moving on to slide three, you can see the details of our operating surplus calculations that
determine the distributions to our unit holders compared to the previous quarter. Operating
surplus is a non GAAP financial measure which is defined fully in our press release. Adding
certain noncash items back to net income, we have generated approximately 5.7 million in cash from
operations during the second quarter of 2011. The partnerships operating surplus for the quarter
reflects the significant general and administrative expensive as mentioned above. The reduction of
the recommended reserves is also the result of the timing of the acquisition of Cape Agamemnon and
the issuance of 7.1 million units to Capital Maritime on June 10th 2011 as part payment
for that acquisition as well as the off hire of the Amore Mio. Without these one off items unit
coverage would have stood at 1.1 times for the quarter.
After setting aside $3 million for replacement capital expenditures we will pay 10.7 million to our
unit holders for this quarter or $0.2325 per unit. The cash distribution for the second quarter is
payable on August 15th to unit holders of record on August 4th. On slide
four you can see the details of our balance sheet. As of June 30th 2011 the
partnerships long term debt increased by $25 million which was used as part payment for the
acquisition of Cape Agamemnon to $499 million compared to long term debt of $474 million as of
December 31. The $25 million was provided from a new facility by Crédit Agricole and Empoiriki
Bank and is non amortising until
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March 2013 and is priced at LIBOR +3.25%. It has the same covenant as our existing crediting
facilities. The partners capital stood at 307.6 million which is 67.8 million higher compared to
the partners capital as of December 31, following the issuance of 7.1 million units for the
acquisition of the Cape Agamemnon. The total number of partnership common and GP units at the end
of the second quarter amounted to 45,820,594 units. Of which the common units are calculated to
44,904,183.
Turning to slide five; we have completed on June 10th 2011 the acquisition of the dry
cargo vessel Cape Agamemnon from Capital Maritime for a total consideration of 98.5 million. The
2010 South Korean built Cape Size is on a ten year time charter to Cosco Bulk at a gross rate of
$53,100 per day for the first five years and $33,100 per day for the last five years. The earliest
charter expiry is in June 2020. As previously announced as part of the consideration for the
acquisition of the Cape the partnership issued 7.1 million CPLP common and GP units to Capital
Maritime based on $10.35 per unit and paid $25 million in cash funded from the new credit facility.
The purchase value of Cape Agamemnon of 83.5 million using our financial statement is calculated
based on the issuance of the common units at their closing price on June 9th or $8.20
per unit. As a result of this transaction Capital Maritime increased its holding to approximately
42% of the total units.
On slide six I would like to remind you that the partnership announced on May5th 2011 a definitive
agreement to merge with Crude Carriers in a unit for share transaction. The exchange ratio was set
at 1.560 CPLP common units for its Crude Carrier share. CPLP will be the surviving entity in the
merger and will continue to be structured as a Master Limited Partnership but will remain a
corporation for US tax purposes and unit holders will continue to receive Form 1099. The
partnership expects that the merger will be completed during the third quarter of 2011 subject to
the Crude Carriers stockholder approval. The proxy statement on Form F-4 was filed with the SEC
in June.
Turning to slide seven, there you will find out revised fleet list. After the acquisition of the
Cape Agamemnon the partnership fleet average remaining charter duration is approximately 5.8 years
with an average fleet age of 4.3 years. The young age and high specifications of our fleet as well
as the qualifications of our manager have distinct competitive advantages for the partnership,
especially in todays markets with the increased focus on safety, security and efficiency. On
slide eight you can see that our fleet continues to enjoy high charter coverage for the medium
term. The partnerships fleet charter coverage for the remainder of 2011, taking into account the
new employment of the Arionas and the Agisilaos is 90% and 61% for 2012 and thus allowing us to
capitalise on a further market recovery.
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Turning to slide nine, overall in the second quarter 2011 the product tanker spot market saw an
improvement when compared to the first quarter as well as the second quarter of 2010 as refinery
outages in the US and the arbitrage opening up in the transatlantic market early in the quarter
resulted in increased activity and eventually drove spot charter rates to a 13 month high. As US
refiners returned gradually from maintenance later in the quarter and with high gasoline
inventories, the transatlantic arbitrage closed and as a result product tanker rates softened from
June onwards. The period charter market remained robust with increased activity for both shorter
and longer term employment as more period fixtures took place in the first half of 2011 than in the
whole of 2010.
A number of recent model product tanker sales reaffirmed an increase in asset prices when compared
to the same period last year, reflecting owners expectations for an improving market rate
environment. The product tanker order book continued to experience substantial slippage as less
than 50% of the expected MR in Handy Size tanker new buildings have been delivered on schedule in
the first half of 2011. As a result the current product tanker order book is considered amongst
the most attractive in the shipping industry. According to the IEA global refinery throughputs are
said to increase by 2.3 million barrels per day to 75.9 million in the third quarter on lower
maintenance and as refiners strive to meet seasonally higher demand.
The sharp rise follows an exceptionally weak second quarter of 2011 when runs were curtailed by
extensive turnarounds, Libyan crude and refinery outages, earthquake damage in Japan and poor
margins. The crude tanker spot market remained close to historical lows for the for the second
quarter as increased oil import demand east of Suez was met with over supply of tonnage, higher
banking prices and lacklustre US crude oil imports. Activity in the crude tanker period market
remained limited to the poor performance of the spot market. On a positive note, order book
slippage remains at high levels as approximately 35% of the expected VLCC and Suezmax new buildings
have not been delivered in the first half of 2011.
I would like to conclude by saying that we are pleased to have entered into two very important
transactions during the course of the second quarter of 2011. The definitive merger agreement with
Crude Carriers and the acquisition of the Cape Agamemnon, whose full impact on the partnerships
results is expected from the fourth quarter onwards. We believe that our current annual
distribution guidance of $0.93 remains sustainable and our future distribution growth will be
enhanced through the combination of these two transactions along with the market recovery that we
expect in the crude tanker market medium term. We are also pleased to see a continuous improvement
in product tanker earnings compared to the more subdued level experienced in 2009 and 2010. The
continued slippage observed in product tanker deliveries
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combined with the recovery in demand for oil products bodes well for the prospects of the product
tanker market in the medium to long run. Given the companys modern, high specification product
tanker fleet, our ability to conduct spot and period business with most oil majors and traders and
the partnerships track record of performance, we expect to be in a favourable position to
capitalise on these developments. And with that, I would like to open the call to any questions
you may have.
Questions and Answers
Ken Hoexter Bank of America
Can you just talk about what happened in the spot market rate from May to I guess the end of July
here on this chart. What has caused that extreme pull back has there been that much capacity added
that you have seen the shift on the spot side?
Ioannis Lazaridis Capital Product Partners
I think there are three reasons, as I mentioned earlier the refinery utilisation in the US in Q2,
earlier in Q2 because of maintenance was quite low and as the refineries returned from maintenance
alongside with the fact that you had high gasoline inventories that closed the transatlantic
arbitrage that was a big factor back in April and early May that drove the market up. At the same
time you had in the western hemisphere less volume whereas in the eastern hemisphere you had strong
volumes. Those are the main reasons why the market has softened. We continued to see in July this
softness because of the imports in the US are quite soft at this point, but on the other hand at
the same time in the period market, the period market remained robust. We have seen many
transactions, we have seen more fixtures in the first half of 2011 compared to the full year 2010
and I think one important point that I would like to mention for the product tanker market forward
which I believe it will affect favourably both the spot and the period market is that if you look
at the projections of the analysts regarding product tanker demand that is expected to be close to
4% for 2011. If you look at available data regarding what is the deliveries to date of product
tanker vessels, the fleet has increased only by 2% and if you look at the slippage in terms of new
building deliveries that is close to 55%. And I think that bodes well for the supply/demand
balance. But of course the factor that I mentioned to you regarding the refineries in the US today
and the US situation is leading to a market softness.
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Ken Hoexter Bank of America
You know we have two different Cape Size owners in the past couple of weeks have major issues with
Cosco in terms of non payment or requests for renegotiation, any concern over the Agamemnon now
that you are chartering it with Cosco at a hefty price?
Ioannis Lazaridis Capital Product Partners
If you look at Cosco and if you look at Cape Agamemnon, not only with Capital Products but also
when it was with Capital Maritime, up to the quarter end we havent had any issues. We have seen
full performance and Cosco has been performing according to the charter.
Ken Hoexter Bank of America
Has there been any request for renegotiation from them?
Ioannis Lazaridis Capital Product Partners
No we havent seen anything formally from them, no.
Ken Hoexter Bank of America
Informally?
Ioannis Lazaridis Capital Product Partners
No, we havent seen.
Ken Hoexter Bank of America
You now have I believe five of the 22 vessels chartered to Capital Maritime. Is thatam I looking
at that the right way?
Ioannis Lazaridis Capital Product Partners
That is right. I mean Capital Maritime I think supports us in many different ways, showing its
confidence in the market. First it just got 7.1 million more units in the partnership and the
price was 10.35 that these units were issued. It renewed the charters with Agisilaos and Arionas,
with
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both charters being at significantly higher levels compared to the previous ones and I think that
if you look at the performance of Capital Maritime, it has been very, very strong. So we have the
other 17 with reputable charterers and will continue to look for opportunities elsewhere as well.
Ken Hoexter Bank of America
Right, that is actually my concern. That is what I want to dig into. So Capital Maritime not
being a public company, you know as you mentioned they have chartered at significantly higher rates
and what we would view as higher rates than market. How do we get confidence in their ability to
continue to pay at these well above market rates for the length of these contracts?
Ioannis Lazaridis Capital Product Partners
I slightly disagree with you, Ken, on one thing. What I said is that Capital Maritime paid much
higher rates compared to the previous ones as I mentioned to you, the vessels were fixed initially
at $12,000 and now as the market has gone up, the market is close to 20% up compared to two years
ago and 15% up compared to a year ago. The $13,500 rate for Agisilaos is close to the market. It
is not very dissimilar to the market, however, the market has moved on, so that is what I meant by
significantly better rates. So compared to what we had with Capital Maritime, as the market moved
Capital Maritime had to move as well.
Ken Hoexter Bank of America
Okay. Any more specificity as to the timing on the closing of the Crude Carriers merger and when
do you expect those vessels to be trading in the CPLP fleet?
Ioannis Lazaridis Capital Product Partners
We have filed the proxy statement in June. We have received comments which were answered within a
week and that was back ten days ago. We expect the second round of comments any day and I believe
that subject to what these comments are we will be able to start the clock ticking quite soon and
have our special meeting sometime in early September if possible. And then after that I dontas
I understand it doesnt take too long to complete the merger. So I am quite confident that within
the third quarter and that means September really that we will be able to conclude the merge but
that is subject of course to the SEC comments that we are in the process of receiving.
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Justin Yagerman Deutsche Bank
Its Josh on for Justin. I guess just quickly following up on the Crude acquisition. Can you
provide any kind of updated timeline on when you think you will start placing these crude ships on
charters? Or what maybe kind of maybe targeted charter durations would be?
Ioannis Lazaridis Capital Product Partners
The statement that we made back at the time of the merger announcement still holds. Which means
that we will tend to gradually reduce the crude spot exposure and we intend within six to 18 months
from the merger to move all the vesselsall five vessels of Crude into the period market. As you
know the period market currently is historically quite low, there have been very, very few fixtures
of late and what we said in our previous communications to investors is that our intention today is
subject to market opportunities arising and subject to the rate we get to fix them for the longer
rather than the shorter term as the three year rate is much higher than the one year rate. So we
already have started very actively discussing opportunities and I believe that as soon as we
consume the merge we will accelerate the discussions.
Justin Yagerman Deutsche Bank
Thanks and just following on that illiquidity or relative illiquidity in the tanker time charter
market, should we expect Capital Maritime to step up and take some of these vessels increasing
their exposure?
Ioannis Lazaridis Capital Product Partners
I dont think so at this point and the illiquidity in the period market for crude vessels is very
much because owners at this point are reluctant to fix and also some charterers see where the spot
market is, they also prefer to fix at the very low spot market rates. But honestly looking at
where the spot markets are at this point, I dont think that this situation is sustainable longer
term and you have already started seeing at least in the new building front certain delays in
deliveries. You have seen an increasea significant increase compared to this time last year in
the deliveries of crude vessels, the slippage is 35%. And I am almost certain that this is going
to continue or even increase as long as the market rates remain here with all the positive impact
that that will have longer term on the rates. We have seen that in the past in the MR, when the
MRs were weak deliveries came down and that helped the market come closer to balance.
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Justin Yagerman Deutsche Bank
Understood and just I guess one final question before I turn it over, you know when it comes to the
combined Capital Product and Crude company, how do you think about your debt structure? You have
amortisation ramping up in the coming years, but now you have some more low leverage collateral, so
would you consider readjusting terms or maybe going out to banks?
Ioannis Lazaridis Capital Product Partners
Having the result of the Crude merger and the acquisition of the Cape is twofold. First we prove
significantly our asset cover ratios, we improve significantly our EBITDA cover ratios. We never
had issues with the banks. I think that the improved security will allow us to discuss both with
banks and bond investors in the future and that is our intention when the time is right.
Michael Webber Wells Fargo
I just wanted to touch on the merger one more time and maybe specifically around the timing and
with regards to Crude Carriers that term out option on that facility I believe is somewhere in the
middle of August and if the vote is now going to be in September, can you give us a little colour
on how the mechanics of that will actually work? Will that debt actually then get termed out of
the Crude Carriers level and then just get prepaid once the acquisition goes through or does
ithow should we think about that?
Ioannis Lazaridis Capital Product Partners
The amortisation of the Crude debt is in September. It is not in August, so subject to the timing
of the merger, either we will repay everything or we will ask the bank to wait for a few days until
the merger is done and we will use our existing facilities which are non amortising and we will
repay the outstanding indebtedness to Nordea.
Michael Webber Wells Fargo
Okay. Do you anticipate any particular costs associated say if that vote comes after the term out
date associated with getting that flexibility, or do you think they would be willing just to kind
of let it roll?
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Ioannis Lazaridis Capital Product Partners
To be honest, as I said, it is subject to the SEC comments, so it is difficult to second guess what
the exact day will be, but we are only talking a week or two, that is how I see it today. But we
will approach it closer to the time.
Michael Webber Wells Fargo
Okay, makes sense. You mentioned chartering eventually as we getas we move through the merger
process. Can you talk a little bit about the availability of profit shares right now on those
assets? I know the charter market is not particularly liquid, but you know I would assume the idea
would be to get a little bit of upside associated with those vessels and not necessarily lock them
all up on a strictly flat rate. Can you give a little colour there?
Ioannis Lazaridis Capital Product Partners
At this point the market has been very thin in terms of new period fixtures for crude vessels, I
mentioned earlier in another question that our intention today is to fix for longer periods rather
than shorter periods as the longer rate is better than the shorter rate. And I think that at this
point as we have developed certain discussions we are moving in the right direction but discussions
are slow given the environment, but our intention also is because the rate environment is low,
historically very low, to have a profit sharing element but that is a matter of agreeing with
charterers and as I said as soon as we consume the merger then we will be in a better position to
accelerate these discussions.
Michael Webber Wells Fargo
Fair enough. When you look at your MR fleet and kind of the core CPLP fleet and kind the
incremental 2012 exposure you have, how does the incremental market exposure you have right now to
the VLCC impact your thoughts on chartering there and is there any inclination to maybe get a bit
longer with one or two of those assets despite the fact that you know you think rates going to
improve just to kind of balance out some of the incremental exposure you have currently with the
Vs ?
Ioannis Lazaridis Capital Product Partners
If I understood your question, to be honest, if I look at the MR market, 90% of the days is fixed
for this year and 60% of the days are fixed for next year. The market is up close to 20% on period
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rates in the past two years. The fundamentals are strong, if anything the market is under supplied
rather than over supplied, so I think that we are happy with our charter expiry and we believe next
year the rates will be higher compared with this year, so like we did before we will be able to fix
at better rates. When it comes to the Vs, we see them separately. When we did the merger
economics, weeffectively the $0.93 that we pay today was sustainable even at historically low
period rates, so even if period rates today we think are far too low for owners, the numbers work.
So subject to what the opportunities are out there, we intend gradually to move all the vessels
towards period.
Michael Webber Wells Fargo
Right. I guess to kind of simplify my question, you look at them separately in terms of the V
fleet versus the MR fleets? You are not going to look to balance one against the other if you had
more market exposure in one?
Ioannis Lazaridis Capital Product Partners
As I said, when we did the economics for the distribution we looked at them together, because of
obvious reasons. But because the economics do work with period rates even at low levels vis-à-vis
historic standards, that is why we do not feel that we are in a particular hurry especially in this
market to fix at this point. As soon as the merger is consumed and given the discussion we have
today, gradually we will move those into period as the opportunities arise.
Michael Pak Clarkson Capital Markets
Just a couple of questions here, the two chemical tanker vessels, could you give us an idea of the
rate realisations you guys got on those?
Ioannis Lazaridis Capital Product Partners
We have two small 1,200 tonners, the one is in the short term time charter earning around 12,000
but this is a very short term, we are talking a few more weeks and the other vessel has been
earning around 8, $9,000, fully utilised. These are rates based on total days.
Michael Pak Clarkson Capital Markets
Okay, great. And then on the dry docked vessel, how many days was that off hire?
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Ioannis Lazaridis Capital Product Partners
Because of the voyagethis was close to 40 days off hirebecause of the voyage to the dock. That
is to say the Amore Mio is probablyor was probably the dry dock that was going to affect us most
because it is the only big vessel in our fleet. All the other vessels are much smaller. Also it
was the oldest vessel in our fleet and it was in its second special survey. So that was, if I may
say in inverted commas, the worst dry dock. Now that is over the next one is in two and a half,
three years, so as I said the operating surplus excluding the timing of the issuance of the units
for the Cape, excluding the merger cost and excluding this dry dock, was 1.1 the coverage ratio,
i.e. we made more than we had to pay for the dividend.
Michael Pak Clarkson Capital Markets
Okay, perfect. So no anticipated off hire in the second half of this year?
Ioannis Lazaridis Capital Product Partners
Well we do have two dry docks; we have one dry dock Arionas, which is going on currently and we
have one more anticipated for later in the quarter or in the fourth quarter subject to the voyages
of that vessel. That is the Agisilaos, but both will be much smaller and much less costly compared
to Amore Mio.
Michael Pak Clarkson Capital Markets
So I guess average maybe you know 20 days for each vessel perhaps?
Ioannis Lazaridis Capital Product Partners
We will have to see, probably for Arionas you are about right. For Agisilaos it depends on the
positioning of the vessel as well.
Operator
As there are no further questions, we now pass the floor back for closing comments.
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Ioannis Lazaridis Capital Product Partners
Thank you, Jenny, and thank you everybody for finding the time today. Please feel free to contact
me in case you need any further clarification directly. Thank you very much.
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Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. The proposed merger transaction between
Capital Product Partners L.P. (CPLP) and Crude Carriers Corp. (Crude) will be submitted to the
shareholders of Crude for their consideration. CPLP may file with the U.S. Securities and Exchange
Commission (SEC) a registration statement on Form F-4 that will contain a prospectus of CPLP and
other documents. If the Form F-4 is filed and declared effective, the prospectus contained in the
Form F-4 is expected to be mailed to U.S. shareholders of Crude prior to the shareholders meeting
at which the proposed business combination will be voted upon. The Form F-4, if filed, and
prospectus, as they may be amended from time to time, will contain important information about CPLP
and Crude, the business combination and related matters including the terms and conditions of the
transaction. INVESTORS AND SECURITY HOLDERS OF EACH OF CPLP AND CRUDE ARE URGED TO READ THE FORM
F-4, THE PROSPECTUS AND THE OTHER DOCUMENTS, AS THEY MAY BE AMENDED FROM TIME TO TIME, THAT HAVE
BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders will be able to obtain free copies of the prospectus and other documents containing
important information about CPLP and Crude, once such documents are filed with the SEC, through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by
CPLP will be available free of charge on CPLPs website at www.capitalpplp.com under the tab
Investor Relations or by contacting CPLPs Investor Relations Department at +30 210 4584 950.