GasLog and GasLog Partners, each an international owner and operator of liquefied natural gas carriers, announced that they have entered into a definitive merger agreement pursuant to which GasLog will acquire all of the outstanding common units of the Partnership not beneficially owned by GasLog.
GasLog will acquire the outstanding common units of the Partnership not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash, consisting in part of a special distribution by the Partnership of $3.28 per common unit in cash that will be distributed to the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to be paid by GasLog as merger consideration at the closing of the Transaction. The overall consideration of $8.65 per common unit represents a 24% premium to the closing price of the Partnership’s common units on January 24, 2023, the last trading day prior to the public disclosure of GasLog’s initial offer, and a 31% premium to the volume weighted average price of the Partnership’s common units over the 30 calendar days prior to January 24, 2023.
The conflicts committee (the “Conflicts Committee”) of the Board of Directors of the Partnership (the “Partnership Board”), comprised solely of independent directors advised by its own independent legal and financial advisors, unanimously recommended that the Partnership Board approve the merger agreement and determined that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting upon the recommendation of the Conflicts Committee, the Partnership Board unanimously approved the merger agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.
The Transaction is expected to close by the end of the third quarter of 2023, subject to approval of the Transaction by holders of a majority of the common units of the Partnership and the satisfaction of certain customary closing conditions. GasLog owns 30.2% of the common units of the Partnership and has entered into a support agreement with the Partnership committing to vote its common units in favor of the merger.
The preference units of the Partnership will remain outstanding and continue to trade on the New York Stock Exchange immediately following the completion of the Transaction.
Evercore is acting as financial advisor to the Conflicts Committee and Richard, Layton & Finger, P.A. is acting as legal counsel to the Conflicts Committee. DNB Markets Inc. is acting as financial advisor to GasLog.
Cravath, Swaine & Moore LLP and Cozen O’Connor (Marshall Islands) are acting as legal counsel to GasLog.
