Business Context and Reporting Period
This Form 6-K filing by Gaslog Partners LP (the "Partnership") covers the month of April 2023, with the report dated April 7, 2023. The filing primarily announces a definitive merger agreement entered into on April 6, 2023, between the Partnership, its General Partner, GasLog Ltd. ("GasLog"), and a wholly-owned subsidiary of GasLog.
Key Financial Metrics and Transaction Terms
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. Instead, it details the financial terms of the proposed Merger:
- Merger Consideration: Unaffiliated Common Unitholders will receive $5.37 per unit in cash upon completion of the Merger.
- Special Distribution: A special distribution of $3.28 per Common Unit will be declared prior to the closing date.
- Total Consideration: Assuming holders retain units through the record date and effective time, the total consideration is $8.65 per Common Unit.
- Sponsor Units: Units held by GasLog and its affiliates will remain outstanding post-merger but will receive the Special Distribution.
Material Changes
The primary material change is the execution of the Merger Agreement, which will result in the Partnership becoming a direct subsidiary of GasLog. Upon completion, the Partnership's Common Units will be delisted from the New York Stock Exchange. The Board of Directors and the Conflicts Committee have unanimously approved the agreement and determined it is fair to unaffiliated unitholders.
Guidance, Outlook, and Risks
Outlook and Process: The Partnership will hold a special meeting of Common Unitholders to vote on the Merger. GasLog has entered into a Support Agreement to vote its units in favor of the transaction. The transaction is expected to close by the "Outside Date" of October 6, 2023, unless terminated earlier.
Conditions to Closing: Completion is subject to unitholder approval, absence of legal prohibitions, accuracy of representations, compliance with covenants, and the declaration and payment of the Special Distribution.
Risks and Termination Rights: The agreement includes termination rights for both parties if the Merger is not consummated by the Outside Date, if legal restraints prevent the transaction, if unitholder approval is not obtained, or if material breaches of representations or warranties occur and are not cured within 30 days.
Investor Verification Checklist
- Verify the total consideration of $8.65 per unit ($5.37 merger cash + $3.28 special distribution) and the specific record dates for the Special Distribution.
- Confirm the date and proxy details for the Special Meeting of Common Unitholders required to approve the Merger.
- Review the full text of the Merger Agreement (Exhibit 2.1) and Support Agreement (Exhibit 10.1) for specific termination conditions and covenants.
- Monitor for any Adverse Recommendation Change by the Conflicts Committee that could trigger termination rights for GasLog.
- Confirm the anticipated delisting of Common Units from the New York Stock Exchange following the Merger.