Hoegh LNG Partners LP (Form: SC 13E3, Received: 07/08/2022 17:39:47)

Exhibit (a)(1)

TO THE COMMON UNITHOLDERS OF Höegh lng PARTNERS LP
MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Dear Common Unitholder of Höegh LNG Partners LP:

We cordially invite you to attend a special meeting (the “Special Meeting”) of common unitholders (the “Common Unitholders”) of Höegh LNG Partners LP, a Marshall Islands limited partnership (“MLP” or the “Company”), at on , 2022 at (local time).

On May 25, 2022, MLP, Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of MLP (the “General Partner”), Höegh LNG Holdings Ltd., a Bermuda exempted company (“Parent”), and Hoegh LNG Merger Sub LLC, a Marshall Islands limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into MLP, with MLP surviving as a Marshall Islands limited partnership (such entity, the “Surviving Entity”) and as a direct subsidiary of Parent (the “Merger”).

Upon completion of the Merger, each common unit representing a limited partner interest in MLP (the “Common Units”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than those Common Units held by Parent (the “Sponsor Units”), will be converted into the right to receive $9.25 per Common Unit in cash (the “merger consideration”), which will be paid without interest and reduced by any applicable tax withholding. The General Partner’s general partner interest in MLP and each of MLP’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”) will remain outstanding upon completion of the Merger, and no consideration will be delivered in respect thereof. The General Partner will remain the sole general partner of MLP. The Sponsor Units will remain outstanding after the Merger. MLP’s outstanding incentive distribution rights (the “Incentive Distribution Rights”) issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist, and no consideration will be delivered in exchange for such cancellation.

The conflicts committee (the “Conflicts Committee”) of the board of directors of MLP (the “MLP Board”), consisting of three directors who meet the requirements for membership on the Conflicts Committee set forth in the Second Amended and Restated Agreement of Limited Partnership of MLP (the “Partnership Agreement”), has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and Common Unitholders other than Parent and its affiliates (the “Unaffiliated Unitholders”), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval (as defined in the Partnership Agreement)), (iii) recommended to the MLP Board that the MLP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended to the MLP Board that the MLP Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

Your vote is very important regardless of the number of Common Units you own. The Merger cannot be completed unless holders of at least a majority of the outstanding Common Units, subject to a cutback for unitholders beneficially owning more than 4.9% of the outstanding Common Units to the extent described in the proxy statement (the “Cutback”), including those held by Parent, approve the Merger Agreement and transactions contemplated thereby, including the Merger. Common Units held by Parent are not subject to the Cutback. Accordingly, the Common Unitholders will be asked to consider and vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (collectively, the “Merger Proposal”), and the Common Unitholders will be asked to consider and vote on a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and transactions contemplated thereby, including the Merger, at the time of the Special Meeting (the “Adjournment Proposal”). Pursuant to the Voting and Support Agreement, dated as of May 25, 2022 (the “Support Agreement”), by and between Parent and MLP, a copy of which is attached as Annex D to this proxy statement, Parent has agreed to appear at the Special Meeting and vote in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, and against any competing proposals. Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022).

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The MLP Board, acting upon the recommendation of the Conflicts Committee, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders. The MLP Board has also called this Special Meeting. Accordingly, the MLP Board recommends that the Common Unitholders vote “FOR” the Merger Proposal and that the Common Unitholders vote “FOR” the Adjournment Proposal.

Whether or not you plan to attend the Special Meeting, please take the time to vote by completing and returning the enclosed proxy card to MLP by mail or, if the option is available to you, by granting your proxy electronically over the Internet or by telephone. If your Common Units are held in “street name,” you must follow the instructions provided by your broker in order to vote your Common Units. The failure to instruct your bank, brokerage firm or other nominee to vote your Common Units “FOR” approval of the Merger Proposal will have the same effect as voting “against” approval of the Merger Proposal.

More information about MLP and the Merger is contained in the accompanying proxy statement. We encourage you to read carefully the accompanying proxy statement (and the documents incorporated by reference into the accompanying proxy statement) before voting.

If you have any questions or need assistance voting your Common Units, please contact D.F. King & Co., Inc., our proxy solicitor, by calling toll-free at (800) 431-9633.

Thank you in advance for your cooperation and continued support.

By Order of the Board of Directors of Höegh LNG Partners LP

Sincerely,

Håvard Furu
Chief Executive Officer and Chief Financial Officer of Höegh LNG Partners LP

The accompanying proxy statement is dated , 2022, and is first being mailed to Common Unitholders on or about , 2022.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits of fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

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Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda

NOTICE OF SPECIAL MEETING OF COMMON UNITHOLDERS
TO BE HELD ON , 2022

Notice is hereby given that Höegh LNG Partners LP will hold a special meeting of its common unitholders (the “Common Unitholders”) at , on 2022, beginning at (local time) (the “Special Meeting”), for the purpose of considering and voting on the following matters:

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Merger Proposal: To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of May 25, 2022 (the “Merger Agreement”), by and among Höegh LNG Partners LP (“MLP”), Höegh LNG GP LLC, the general partner of MLP (the “General Partner”), Höegh LNG Holdings Ltd. (“Parent”), and Hoegh LNG Merger Sub LLC, a direct wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to the proxy statement accompanying this notice, as such agreement may be amended from time to time, and the transactions contemplated thereby, including the merger of Merger Sub with and into MLP, with MLP surviving as a Marshall Islands limited partnership and as a direct subsidiary of Parent (the “Merger”); and

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Adjournment Proposal: To consider and vote on a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, at the time of the Special Meeting.

These items of business are more fully described in the accompanying proxy statement.

The conflicts committee (the “Conflicts Committee”) of the board of directors of MLP (the “MLP Board”), consisting of three directors who meet the requirements for membership on the Conflicts Committee set forth in the Second Amended and Restated Agreement of Limited Partnership of MLP (the “Partnership Agreement”), has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and Common Unitholders other than Parent and its affiliates (the “Unaffiliated Unitholders”), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval (as defined in the Partnership Agreement), (iii) recommended to the MLP Board that the MLP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended to the MLP Board that the MLP Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

Only Common Unitholders of record as of the close of business on , 2022 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of Common Unitholders entitled to vote at the Special Meeting will be available in MLP’s offices located at Canon’s Court, 22 Victoria Street, Hamilton, HM 12 Bermuda during regular business hours for a period of ten days before the Special Meeting, and at the place of the Special Meeting during the meeting.

The Merger cannot be completed unless holders of at least a majority of the outstanding Common Units (subject to the Cutback (as defined below)), including those held by Parent, approve the Merger Agreement and transactions contemplated thereby, including the Merger. Accordingly, the Common Unitholders will be asked to consider and vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (collectively, the “Merger Proposal”), and the Common Unitholders will be asked to consider and vote on a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and transactions contemplated thereby, including the Merger, at the time of the Special Meeting (the “Adjournment Proposal”). Pursuant to the Voting and Support Agreement, dated as of May 25, 2022 (the “Support Agreement”), by and between Parent and MLP, a copy of which is attached as Annex D to the proxy statement accompanying this notice, Parent has agreed to appear at the Special Meeting and vote in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, and against any

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competing proposals. Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022).

The MLP Board, acting upon the recommendation of the Conflicts Committee, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders. Accordingly, the MLP Board recommends that the Common Unitholders vote “FOR” the Merger Proposal and that the Common Unitholders vote “FOR” the Adjournment Proposal.

Your vote is very important. Your failure to vote your Common Units will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

You can cause your Common Units to be voted by completing and returning a proxy card. Most Common Unitholders can also submit a proxy over the Internet or by telephone. If Internet and telephone proxy submission are available to you, you can find voting instructions in the materials accompanying the proxy statement. You can revoke a proxy at any time prior to its exercise at the Special Meeting by following the instructions in the enclosed proxy statement. The MLP Board has called the Special Meeting.

By Order of the Board of Directors of Höegh LNG Partners LP,

Sincerely,

Håvard Furu
Chief Executive Officer and Chief Financial Officer of Höegh LNG Partners LP

, 2022
Hamilton, Bermuda

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YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Special Meeting. If your Common Units are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished to you by such record holder.

We urge you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes carefully and in their entirety. If you have any questions concerning the Merger Proposal, the Adjournment Proposal, the Special Meeting or the accompanying proxy statement or would like additional copies of the accompanying proxy statement or need help voting your Common Units, please contact MLP’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005

Banks and Brokerage Firms, please call: (212) 269-5550
Common Unitholders, please call toll free: (800) 431-9633

E-mail: hoegh@dfking.com

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates by reference important business and financial information about MLP from other documents that are not included in or delivered with the proxy statement. For a more detailed discussion of the information about MLP incorporated by reference into the proxy statement, see “Where You Can Find More Information.” This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement by requesting them in writing or by telephone from MLP at the following address and telephone number:

Höegh LNG Partners LP
Canon’s Court
22 Victoria Street
Hamilton, HM 12 Bermuda
Phone: +1 441 298 3300

To obtain timely delivery of these documents, you must request them no later than five business days before the date of the Special Meeting. This means that Common Unitholders requesting documents must do so by , 2022 in order to receive them before the Special Meeting.

ABOUT THIS DOCUMENT

This document constitutes a notice of meeting and a proxy statement with respect to the Special Meeting of Common Unitholders, during which Common Unitholders will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

You should rely only on the information contained in or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated , 2022. The information contained in this proxy statement is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement to the Common Unitholders nor the payment of the merger consideration pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement does not constitute the solicitation of a proxy in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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SUMMARY TERM SHEET

The following summary highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, Höegh LNG Partners LP (“MLP”) encourages you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information.”

Parties to the Merger

Höegh LNG Holdings Ltd.
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

Höegh LNG Holdings Ltd. (“Parent”) is a fully integrated liquefied natural gas (“LNG”) infrastructure company offering LNG transportation services, LNG regasification, terminal solutions and in-house ship management services. Parent is incorporated in Bermuda and Parent and its affiliates have an established presence in Norway, Singapore, UK, USA, Indonesia, Lithuania, Egypt, Colombia, Philippines and China.

Parent holds 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022) and is also the owner of the General Partner (as defined below) and the incentive distribution rights in MLP (the “Incentive Distribution Rights”).

Höegh LNG GP LLC
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

Höegh LNG GP LLC (the “General Partner”) is the general partner of MLP and holds the non-economic general partner interest in MLP. The General Partner is wholly owned by Parent. Under the Second Amended and Restated Agreement of Limited Partnership of MLP (the “Partnership Agreement”), the General Partner has irrevocably delegated to the board of directors of MLP (the “MLP Board”) the power to oversee and direct the operations of, manage and determine the strategies and policies of MLP.

Hoegh LNG Merger Sub LLC
c/o Höegh LNG Holdings Ltd.
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

Hoegh LNG Merger Sub LLC, a Marshall Islands limited liability company (“Merger Sub”), is a direct wholly owned subsidiary of Parent formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into MLP, with MLP surviving the Merger as a direct subsidiary of Parent.

Höegh LNG Partners LP
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

MLP is a publicly traded limited partnership formed initially by Parent to own, operate and acquire floating storage and regasification units (“FSRUs”), LNG carriers and other LNG infrastructure assets

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under long-term charters, which MLP defines as charters of five or more years. MLP’s Common Units are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HMLP.”

The Merger

MLP and Parent have agreed to merge under the terms of the Merger Agreement that is described in this proxy statement. Under the terms of the Merger Agreement, Merger Sub, a direct wholly owned subsidiary of Parent, will merge with and into MLP, with MLP surviving as a Marshall Islands limited partnership and as a direct subsidiary of Parent (such entity, the “Surviving Entity”). The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement because it is the legal document that governs the terms and conditions of the Merger.

Merger Consideration

Treatment of General Partner Interest

The general partner interest in MLP outstanding immediately prior to the Effective Time will remain outstanding, and the General Partner will continue as the sole general partner of MLP and the sole owner of the general partner interest in MLP. No party will deliver any merger consideration in respect of the general partner interest.

Treatment of Incentive Distribution Rights

The Incentive Distribution Rights that are owned immediately prior to the Effective Time by Parent will automatically be cancelled at the Effective Time and will cease to exist, and no consideration will be delivered in exchange for such cancellation.

Treatment of Preferred Units

Each of MLP’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”) will remain outstanding upon completion of the Merger, and no party will deliver any merger consideration in respect of any Preferred Unit.

Effects of the Merger

If the Merger is completed, (1) MLP will be a direct subsidiary of Parent, (2) Unaffiliated Unitholders will no longer have an equity interest in MLP, (3) the Common Units will no longer be listed on the NYSE and (4) MLP will commence the suspension and termination of the registration of the Common Units with the U.S. Securities and Exchange Commission (the “SEC”).

The MLP Special Meeting

Special Meeting. The Special Meeting will be held at , on , 2022, at (local time). At the Special Meeting, Common Unitholders will be asked to vote on the following proposals:

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Merger Proposal: To approve the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, as such agreement may be amended from time to time, and the transactions contemplated thereby, including the Merger (the “Merger Proposal”); and

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Adjournment Proposal: To approve the adjournment of the Special Meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, at the time of the Special Meeting (the “Adjournment Proposal”).

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Who Can Vote at the Special Meeting. Only Common Unitholders of record at the close of business on , 2022 will be entitled to receive notice of the Special Meeting and to vote on the Adjournment Proposal at the Special Meeting. Only Common Unitholders of record at the close of business on , 2022 will be entitled to vote on the Merger Proposal. As of the close of business on the record date of , 2022, there were Common Units held by Common Unitholders entitled to vote on the Merger Proposal and the Adjournment Proposal. Each Common Unitholder, including Parent, is entitled to one vote for each Common Unit owned as of the record date subject to the limitation set forth in the following paragraph.

The Partnership Agreement restricts Common Unitholders’ voting rights (such restriction, the “Cutback”) by providing that if any person or group beneficially owns more than 4.9% of the outstanding Common Units, any such Common Units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Common Unitholders (unless otherwise required by law), calculating required votes (except for purposes of nominating a person for election to the MLP Board), determining the presence of a quorum or for other similar purposes. The voting power of any such Common Unitholders in excess of 4.9% will effectively be redistributed pro rata among the other Common Unitholders holding less than 4.9% of the voting power of all Common Units. Both (a) Parent, the General Partner and their respective affiliates and (b) persons who acquired more than 4.9% of the Common Units with the prior approval of the MLP Board will not be subject to the Cutback. Other than Parent and its affiliates, MLP does not know of any person or group that beneficially owns more than 4.9% of the outstanding Common Units.

Required Vote. Subject to the Cutback, the affirmative vote of holders of at least a majority of the outstanding Common Units, including those held by Parent, is required to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (“Unitholder Approval”). As of the record date, there were Common Units outstanding, of which 15,257,498 Common Units were owned by Parent (representing 45.7% of the Common Units issued and outstanding as of such date).

Subject to the Cutback, the affirmative vote of holders of at least a majority of the outstanding Common Units entitled to vote and present in person or by proxy at the Special Meeting, including those held by Parent, is required to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the Special Meeting.

Abstentions will have the same effect as votes “AGAINST” approval of the Merger Proposal and if you fail to cast your vote in person or by proxy or fail to give voting instructions to your broker, bank or other nominee and are otherwise represented in person or by proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Pursuant to the Voting and Support Agreement, dated as of May 25, 2022 (the “Support Agreement”), by and between Parent and MLP, a copy of which is attached as Annex D to this proxy statement, Parent has agreed to appear at the Special Meeting and vote in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, and against any competing proposals. Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022).

The Conflicts Committee and MLP Board’s Approval of the Merger

In connection with the Merger, the MLP Board established a conflicts committee consisting of three directors who meet the requirements for membership on the conflicts committee set forth in the Partnership Agreement (the “Conflicts Committee”) to (1) review and evaluate the terms and conditions of the proposed transaction and related agreements on behalf of MLP and the Unaffiliated Unitholders, (2) negotiate, or delegate to any person or persons the authority to negotiate, the terms and conditions of the proposed transaction and related agreements with the General Partner and its affiliates (including Parent) and their representatives, (3) approve, or determine not to approve, the proposed transaction and related agreements, any such approval to constitute Special Approval pursuant to Section 7.16(a) of the Partnership Agreement, (4) recommend to the MLP Board that the proposed transaction and related agreements be approved or not approved, any such recommendation to approve the proposed transaction and related agreements to

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constitute Special Approval pursuant to Section 7.16(a) of the Partnership Agreement, or determine not to make any recommendation regarding the proposed transaction to the MLP Board, and (5) determine whether the proposed transaction and related agreements were in the best interests of MLP, including the Unaffiliated Unitholders.

The Conflicts Committee along with its financial and legal advisors conducted a review and evaluation of the proposed Merger. In the course of reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the Conflicts Committee and the MLP Board considered a number of factors in their respective deliberations. For a more complete discussion of these items, see “The Merger — Recommendation of the Conflicts Committee and the MLP Board; Reasons for Recommending Approval of the Merger Proposal.”

The Conflicts Committee and MLP Board Recommendations and Reasons for the Merger

The Conflicts Committee (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval as defined in the Partnership Agreement), (iii) recommended to the MLP Board that the MLP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended to the MLP Board that the MLP Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

The MLP Board recommends that Common Unitholders vote “FOR” the approval of the Merger Agreement and that Common Unitholders vote “FOR” the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement at the time of the Special Meeting.

In the course of reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the Conflicts Committee and the MLP Board considered a number of factors in their respective deliberations. For a more complete discussion of these factors, see “The Merger — Recommendation of the Conflicts Committee and the MLP Board; Reasons for Recommending Approval of the Merger Proposal.”

Opinion of the Financial Advisor to the Conflicts Committee

Pursuant to an engagement letter dated as of December 22, 2021, the Conflicts Committee engaged Evercore Group L.L.C. (“Evercore”) to act as its financial advisor in connection with the Merger. As part of this engagement, the Conflicts Committee requested that Evercore evaluate whether the merger consideration to be received by holders of the Common Units other than Parent, the General Partner and Merger Sub (collectively, the “Sponsor Entities”) and their affiliates in the Merger is fair, from a financial point of view, to MLP and to such holders.

At a meeting of the Conflicts Committee held on May 24, 2022, Evercore rendered to the Conflicts Committee its oral opinion, subsequently confirmed by delivery of a written opinion dated May 24, 2022, that, as of May 24, 2022 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration to be received by the holders of the Common Units other than the Sponsor Entities and their affiliates in the Merger was fair, from a financial point of view, to MLP and to such holders.

The full text of the written opinion of Evercore, dated as of May 24, 2022, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated by reference in its entirety into this proxy statement. You are urged to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of Common Units should vote or act in respect of the Merger.

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Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to MLP, nor does it address the underlying business decision of MLP to engage in the Merger.

For further information, see the section of this proxy statement entitled “— Opinion of the Financial Advisor to the Conflicts Committee” beginning on page 45 and the full text of the written opinion of Evercore attached as Annex B to this proxy statement.

Interests of the Directors and Executive Officers of MLP in the Merger

Some of the directors and executive officers of MLP have financial interests in the Merger that may be different from, or in addition to, those of the Common Unitholders generally. The MLP Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and making its recommendation that the Common Unitholders approve the Merger Agreement and the transactions contemplated thereby, including the Merger. These interests include the following:

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Parent has established a program in order to facilitate the grant of phantom units (each representing a hypothetical Common Unit) to certain employees of affiliates of Parent. As of the date hereof, Parent has granted, for no consideration, an aggregate of 14,004 phantom units from Parent to certain employees of its affiliates pursuant to its phantom unit award program. It is anticipated that any outstanding phantom units will be deemed vested immediately prior to the Effective Time. Holders of such phantom units will be entitled to receive a lump-sum cash payment from Parent in full satisfaction thereof following the closing of the Merger. Håvard Furu, the Chief Executive Officer and Chief Financial Officer of MLP holds 2,971 phantom units pursuant to Parent’s program.

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In connection with the signing of the Merger Agreement, the $20,000 monthly cash retainer which had been paid to each member of the Conflicts Committee (or $25,000 in the case of the Chairman of the Conflicts Committee) since December 3, 2021 was reduced to $7,500 per month (or $10,000 in the case of the Chairman of the Conflicts Committee), which monthly retainer will cease upon the closing of the Merger. In connection with any litigation involvement relating to, or arising out of, the Merger, each member of the Conflicts Committee (including the Chairman of the Conflicts Committee) will receive (i) $1,000 per hour for time actually spent in connection with litigation-related matters, if any and (ii) to the extent travel is needed, a fee of $2,500 per travel day and reimbursement of travel costs.

MLP’s directors and executive officers are also entitled to continued indemnification and directors’ and officers’ liability insurance coverage under the Merger Agreement. For a further discussion of the interests of directors and executive officers in the Merger, see “Special Factors — Interests of the Directors and Executive Officers of MLP in the Merger.”

Conditions to Consummation of the Merger

Parent and MLP currently expect to complete the Merger in the second half of 2022, subject to receipt of required Unitholder Approval and any applicable regulatory approvals and clearances and to the satisfaction or waiver of the other conditions to the transactions contemplated by the Merger Agreement described below.

As more fully described in this proxy statement, Parent, MLP, the General Partner and Merger Sub may not complete the Merger unless each of the following conditions is satisfied or waived, if waiver is permitted by applicable law:

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the Merger Agreement and the transactions contemplated thereby, including the Merger, must have received Unitholder Approval;

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the filing or obtaining, or the occurrence of, any necessary authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations or terminations of waiting periods required from, any governmental authority (all such permits, approvals, filings and consents and the expiration or termination of all such waiting periods being referred to as the “Required Regulatory Approvals”), and all such Required Regulatory Approvals will be in full force and effect as of the date of closing; and

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no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority will be in effect enjoining, restraining, preventing or prohibiting the consummation of the transactions contemplated by the Merger Agreement or making the consummation of such transactions illegal.

The obligations of Parent, the General Partner and Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

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(i) the representations and warranties of MLP in Section 3.3(a) and Section 3.3(c) of the Merger Agreement will be true and correct, both when made and at and as of the date of the closing of the Merger; (ii) the representations and warranties contained in Section 3.2(a) of the Merger Agreement shall be true and correct in all respects, other than immaterial misstatements or omissions, both when made and at and as of the closing of the Merger, except to the extent expressly made as of an earlier date, in which case as of such date; and (iii) all other representations and warranties of MLP in the Merger Agreement shall be true and correct, both when made and at and as of the date of the closing of the Merger, except to the extent expressly made as of an earlier date, in which case as of such date, except where the failure of such representations and warranties to be so true and correct, (without giving effect to any limitation as to material adverse effect or materiality contained in any individual representation or warranty), does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on MLP;

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MLP will have performed, in all material respects, all obligations required to be performed by it under the Merger Agreement;

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Parent will have received an officer’s certificate executed by an executive officer of MLP certifying that the two preceding conditions have been satisfied; and

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no material adverse effect having occurred since the date of the Merger Agreement.

The obligations of MLP to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

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(i) the representations and warranties of Parent, the General Partner and Merger Sub in Section 4.2(a) of the Merger Agreement will be true and correct, both when made and at and as of the date of the closing of the Merger and (ii) all other representations and warranties of Parent, the General Partner and Merger Sub in the Merger Agreement shall be true and correct, both when made and at and as of the date of the closing of the Merger, except to the extent expressly made as of an earlier date, in which case as of such date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality set forth in any individual such representation or warranty), does not, and would not reasonably be expected to, individually or in the aggregate, prevent or materially impede, interfere with or hinder the consummation of the transactions contemplated by the Merger Agreement, including the Merger;

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Parent, the General Partner and Merger Sub will have performed, in all material respects, all obligations required to be performed by them under the Merger Agreement; and

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MLP will have received an officer’s certificate executed by an executive officer of Parent certifying that the two preceding conditions have been satisfied.

Regulatory Approvals Required for the Merger

Consummation of the Merger is not subject to the expiration or termination of a waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and is not expected to be subject to any other Required Regulatory Approvals.

No Solicitation by MLP of Alternative Proposals

Pursuant to the Merger Agreement, MLP has agreed that it will not, and will cause its subsidiaries and will use its reasonable best efforts to cause its directors, officers, employees, investment bankers, financial

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advisors, attorneys, accountants, agents and other representatives not to, directly or indirectly, solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute or could reasonably be expected to lead to any inquiry, proposal or offer from any person or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Parent, its subsidiaries, and their affiliates, relating to (other than the transactions contemplated in the Merger Agreement and other than in the ordinary course of business) any:

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direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of MLP and its subsidiaries;

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direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of any class of equity securities of MLP;

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tender offer or exchange offer that if consummated would result in any person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning any class of equity securities of MLP; or

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merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving MLP or any of its subsidiaries.

Change in the MLP Board Recommendation

The Merger Agreement provides that MLP and its subsidiaries will not, and they will use commercially reasonable efforts to cause their respective representatives not to, directly or indirectly, withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the recommendation of the MLP Board that the Common Unitholders approve the Merger Agreement or fail to include such recommendation of the MLP Board in this proxy statement.

MLP’s taking or failing to take, as applicable, any of the actions described above is referred to as an “adverse recommendation change.”

Subject to the satisfaction of specified conditions in the Merger Agreement described under “Proposal 1: The Merger Agreement — Change in the MLP Board Recommendation,” the Conflicts Committee may, on behalf of the MLP Board, at any time prior to Unitholder Approval, effect an adverse recommendation change.

Termination of the Merger Agreement

Parent or MLP may terminate the Merger Agreement at any time prior to the Effective Time:

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by mutual written consent duly authorized by each of the Parent Board and the Conflicts Committee, respectively;

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by either Parent or, following authorization by the Conflicts Committee, MLP:

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if the Merger has not occurred on or before November 23, 2022 (the “Outside Date”); provided, that the right to terminate the Merger Agreement if the Merger has not occurred on or before the Outside Date will not be available to a party (i) if the inability to satisfy the conditions to closing was due to the failure of such party or its affiliates to perform any of its obligations under the Merger Agreement or (ii) if the other party has filed (and is then pursuing) an action seeking specific performance to enforce the obligations under the Merger Agreement;

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if any governmental authority has issued a final and nonappealable law, injunction, judgment or ruling that enjoins, restrains, prevents or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement or makes the transactions contemplated by the Merger Agreement illegal; provided, however, that the right to terminate for this reason will not be available to a party if such final law, injunction, judgment or rule was due to the failure of such party to perform any of its obligations under the Merger Agreement; or

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if the Special Meeting shall have concluded and the Unitholder Approval shall not have been obtained; provided, however, that the right to terminate is not available to a party if such failure to obtain the Unitholder Approval was due to the action or failure to act of such party and such action or failure to act constitutes a breach by such party of the Merger Agreement.

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by Parent:

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if an adverse recommendation change by the Conflicts Committee on behalf of the MLP Board shall have occurred; or

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if there is a breach or failure to perform by MLP of any of its representations, warranties, covenants or agreements in the Merger Agreement such that certain closing conditions would not be satisfied and are incapable of being cured, or are not cured by MLP within 30 days following receipt of written notice from Parent of such breach or failure, subject to certain exceptions discussed in “Proposal No. 1. The Merger Agreement — Termination of the Merger Agreement”; provided, however, that Parent shall not have the right to terminate if Parent, the General Partner or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement; or

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by MLP if there is a breach or failure to perform by Parent, the General Partner or Merger Sub of any of their representations, warranties, covenants or agreements such that certain closing conditions would not be satisfied and are incapable of being cured, or are not cured by Parent, the General Partner or Merger Sub within 30 days following receipt of written notice from MLP of such breach or failure, subject to certain exceptions discussed in “Proposal No. 1. The Merger Agreement — Termination of the Merger Agreement”; provided, however, that MLP shall not have the right to terminate if MLP is then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement and without such termination first being authorized by the Conflicts Committee.

Fee and Expense Reimbursement

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses. Expenses relating to the preparation, printing, filing and mailing of this proxy statement and the solicitation of the Unitholder Approval will be paid 50% by Parent and 50% by MLP.

The Support Agreement

On May 25, 2022, MLP entered into the Support Agreement with Parent. Under the Support Agreement, Parent has agreed to appear at the Special Meeting and vote in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, and against any competing proposals, subject to certain qualifications as further described in “The Support Agreement.” Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of the record date for the Special Meeting).

The Support Agreement is attached to this proxy statement as Annex D and is incorporated herein by reference. For more information, see “The Support Agreement.”

Material U.S. Federal Income Tax Consequences

The exchange of Common Units for merger consideration pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Therefore, a U.S. Holder (as defined below) generally will recognize capital gain or loss equal to the difference, if any, between (i) the merger consideration received by such U.S. Holder and (ii) such U.S. Holder’s adjusted tax basis in its Common Units.

See “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the material U.S. federal income tax consequences of the Merger. Determining the actual U.S. federal income tax consequences of the Merger to you will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the U.S. federal income tax consequences of the Merger to you.

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Material Republic of the Marshall Islands Tax Consequences

The following discussion is applicable only to persons who are not citizens of, and do not reside in, maintain offices in or carry on business or conduct transactions or operations in the Republic of the Marshall Islands.

Because we and our subsidiaries do not, and we will not nor will our subsidiaries, maintain offices or carry on business or conduct transactions or operations in the Republic of the Marshall Islands, and because all documentation related to this offering has been and will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law unitholders that are not citizens of, and do not reside in, maintain offices in or carry on business or conduct transactions or operations in the Republic of the Marshall Islands, will not be subject to Marshall Islands stamp, capital gains or other taxes on the disposition of our Common Units pursuant to the Merger.

It is the responsibility of each Common Unitholder to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of the disposition of our Common Units pursuant to the Merger. Accordingly, each Common Unitholder is urged to consult its tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each Common Unitholder to file any Marshall Islands tax returns that may be required of such Common Unitholder.

Material Norway Tax Consequences

The following is a discussion of the material Norwegian tax consequences that may be relevant to unitholders who are persons not resident in Norway for taxation purposes, which we refer to as “Non-Norwegian Holders.”

There should be no Norwegian taxation, nor filing obligations, triggered at the hand of any Non-Norwegian Holders.

Material Bermuda Tax Considerations

Bermuda at present imposes no taxes by withholding or otherwise on Common Unitholders on income or capital gains on the disposition of our Common Units pursuant to the Merger nor any taxes on the members in the nature of estate duty, inheritance or capital transfer tax other than members ordinarily resident in Bermuda, if any.

Parent, the General Partner and MLP have each received from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (as amended by the Exempted Undertakings Tax Protection Amendment Act 2011) assurance that, in the event of there being enacted in Bermuda any legislation imposing any such taxes, such taxes shall not until March 31, 2035 be applicable to Parent, the General Partner and MLP.

No Appraisal Rights

Appraisal rights are not available in connection with the Merger under the laws of the Republic of the Marshall Islands or under the Partnership Agreement.

Accounting Treatment of the Merger

Parent prepares its consolidated financial statements under International Financial Reporting Standards (“IFRS”) as adopted by the European Union and MLP is a de-facto controlled subsidiary. As a result, the merger will be accounted for as an acquisition of minority interest in the consolidated financial statements of Parent with a corresponding transfer from non-controlling interest to controlling interest.

Delisting and Deregistration of Common Units

The Common Units are currently listed on the NYSE under the ticker symbol “HMLP.” If the Merger is completed, the Common Units will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

General Questions and Answers

Set forth below are questions that you, as a Common Unitholder of MLP, may have regarding the Merger, the Adjournment Proposal and the Special Meeting, and brief answers to those questions. You are urged to read carefully this proxy statement and the other documents referred to in this proxy statement in their entirety, including the Merger Agreement, which is attached as Annex A to this proxy statement, and the documents incorporated by reference into this proxy statement, because this section may not provide all of the information that is important to you with respect to the Merger and the Special Meeting. You may obtain a list of the documents incorporated by reference into this proxy statement in the section titled “Where You Can Find More Information.”

Why am I receiving this proxy statement?

MLP, General Partner, Parent and Merger Sub have agreed to a merger, pursuant to which Merger Sub will merge with and into MLP. MLP will survive as a Marshall Islands limited partnership and as a direct subsidiary of Parent, but MLP’s Common Units will cease to be publicly traded. In order to complete the Merger, the holders of a majority of the Common Units, including those held by Parent, must vote to approve the Merger Agreement. MLP is holding a special meeting of its Common Unitholders to obtain the Unitholder Approval.

In the Merger, each Common Unit held by Unaffiliated Unitholders will be converted into the right to receive $9.25 per Common Unit in cash, which will be paid without interest and reduced by any applicable tax withholding. This document is being delivered to you as a proxy statement by which the MLP Board is soliciting proxies from you to vote on the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, at the Special Meeting or at any adjournment or postponement of the Special Meeting.

What will happen in the Merger?

In the Merger, Merger Sub will merge with and into MLP. MLP will survive as a direct subsidiary of Parent, but MLP’s Common Units will cease to be publicly traded. The Common Units will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

What will I receive in the Merger for my Common Units?

If the Merger is completed, each Common Unit held by Unaffiliated Unitholders will be converted into the right to receive $9.25 per Common Unit in cash, which will be paid without interest and reduced by any applicable tax withholding. Preferred Units will not be cancelled, will not be converted into the merger consideration and will remain outstanding as Preferred Units following the Effective Time.

How will I receive the merger consideration to which I am entitled?

Promptly after the Effective Time, the paying agent will mail or provide to each holder of record of Common Units certain transmittal materials and instructions for use in effecting the surrender of Common Units to the paying agent.

What happens if the Merger is not completed?

If the Merger Agreement is not approved by the Common Unitholders or if the Merger is not completed for any other reason, Unaffiliated Unitholders will not receive any form of consideration for their Common Units in connection with the Merger. Instead, MLP will remain a publicly traded limited partnership and the Common Units will continue to be listed and traded on the NYSE.

Will MLP continue to pay quarterly distributions for completed calendar quarters prior to the completion of the Merger?

Yes. Under the Merger Agreement, if permitted by applicable law, MLP will declare and pay regular quarterly cash distributions to Common Unitholders (including the Unaffiliated Unitholders) and

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holders of the Preferred Units for each completed calendar quarter ending prior to the Closing Date in an amount not less than $0.01 per Common Unit and $0.546875 per Preferred Unit, respectively, per calendar quarter.

What am I being asked to vote on?

Common Unitholders are being asked to vote on the following proposals:

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Adjournment Proposal: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, at the time of the Special Meeting.

The Unitholder Approval is a condition to the obligations of MLP and Parent to complete the Merger. The approval of the Adjournment Proposal is not a condition to the obligations of MLP or Parent to complete the Merger.

Does the MLP Board recommend that Common Unitholders approve the Merger Agreement and the transactions contemplated thereby, including the Merger?

Yes. The MLP Board, acting upon the recommendation of the Conflicts Committee, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders. Accordingly, the MLP Board recommends that the Common Unitholders vote “FOR” the Merger Proposal and that the Common Unitholders vote “FOR” the Adjournment Proposal.

See “The Merger — Recommendation of the Conflicts Committee and the MLP Board; Reasons for Recommending Approval of the Merger Proposal.” In considering the recommendation of the MLP Board with respect to the Merger Agreement and the transactions contemplated thereby, including the Merger, you should be aware that directors and executive officers of MLP have interests in the Merger that may be different from, or in addition to, your interests as a Common Unitholder of MLP. You should consider these interests in voting on this proposal. These different interests are described under “Special Factors — Interests of the Directors and Executive Officers of MLP in the Merger.”

What Common Unitholder vote is required for the approval of each proposal?

The following are the vote requirements for the MLP proposals:

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Merger Proposal. Subject to the Cutback, the affirmative vote of holders of at least a majority of the outstanding Common Units, including those held by Parent (such approval, “Unitholder Approval”). Abstentions, broker non-votes (if any) and unvoted Common Units will have the same effect as votes “AGAINST” the proposal.

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Adjournment Proposal. Subject to the Cutback, the affirmative vote of holders of at least a majority of the outstanding Common Units entitled to vote and present in person or by proxy at the Special Meeting, including those held by Parent. Abstentions and broker non-votes (if any) will have the same effect as votes “AGAINST” the proposal.

The Partnership Agreement restricts Common Unitholders’ voting rights by providing that if any person or group beneficially owns more than 4.9% of the outstanding Common Units, any such Common Units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Common Unitholders (unless otherwise required by law), calculating required votes (except for purposes of nominating a

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person for election to the MLP Board), determining the presence of a quorum or for other similar purposes. We refer to this restriction as the “Cutback.” The voting power of any such Common Unitholders in excess of 4.9% will effectively be redistributed pro rata among the other Common Unitholders holding less than 4.9% of the voting power of all Common Units. Both (a) Parent, the General Partner and their respective affiliates and (b) persons who acquired more than 4.9% of the Common Units with the prior approval of the MLP Board will not be subject to the Cutback. Other than Parent and its affiliates, MLP does not know of any person or group that beneficially owns more than 4.9% of the outstanding Common Units.

Will Parent vote its Common Units at the Special Meeting?

Yes. Pursuant to the Support Agreement, Parent has agreed to appear at the Special Meeting and vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any competing proposals. Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022).

What constitutes a quorum for the Special Meeting?

At least a majority of the outstanding Common Units, including those held by Parent, must be represented in person or by proxy at the Special Meeting in order to constitute a quorum. Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022).

When is this proxy statement being mailed?

This proxy statement and the proxy card are first being sent to Common Unitholders on or about , 2022. Only one proxy statement will be delivered to multiple Common Unitholders sharing an address, unless MLP has received contrary instructions from one or more of the Common Unitholders.

Who will solicit and pay the cost of soliciting proxies?

MLP has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the Special Meeting. D.F. King will be paid approximately $12,500, by MLP for these and other advisory services in connection with the Special Meeting. In addition, MLP has agreed to reimburse D.F. King for certain fees and expenses and will also indemnify D.F. King, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses.

Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of Common Units, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses.

When and where is the Special Meeting?

The Special Meeting will be held at , on , 2022, at (local time).

How do I vote my Common Units at the Special Meeting?

There are four ways you may cast your vote. You may vote:

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In Person. If you are a Common Unitholder of record, you may vote in person at the Special Meeting. Common Units held by a broker, bank or other nominee may be voted in person by you only if you obtain a legal proxy from the record holder (which is your broker, bank or other nominee) giving you the right to vote Common Units;

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Via the Internet. You may submit your proxy or voting instructions electronically via the Internet by accessing the Internet address provided on each proxy card (if you are a Common Unitholder of record) or vote instruction card (if your Common Units are held by a broker, bank or other nominee);

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By Telephone. You may submit your proxy or voting instructions by using the toll-free telephone number listed on the enclosed proxy card (if you are a Common Unitholder of record) or vote instruction card (if your Common Units are held by a broker, bank or other nominee); or

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By Mail. You may submit your proxy or voting instructions by filling out, signing and dating the enclosed proxy card (if you are a Common Unitholder of record) or vote instruction card (if your Common Units are held by a broker, bank or other nominee) and returning it by mail in the prepaid envelope provided.

Even if you plan to attend the Special Meeting in person, you are encouraged to submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the Special Meeting.

If your Common Units are held by a broker, bank or other nominee, also known as holding units in “street name,” you should receive instructions from the broker, bank or other nominee that you must follow in order to have your Common Units voted. Please review such instructions to determine whether you will be able to submit voting instructions via the Internet or by telephone. The deadline for submitting your proxy by telephone or electronically through the Internet is 11:59 p.m. Eastern Time on , 2022 (the “telephone/internet deadline”). The failure to instruct your bank, brokerage firm or other nominee to vote your Common Units “FOR” approval of the Merger Proposal will have the same effect as voting “AGAINST” approval of the Merger Proposal.

Where can I find the voting results of the Special Meeting?

The preliminary voting results are expected to be announced at the Special Meeting. In addition, promptly following the conclusion of the Special Meeting, MLP intends to furnish the final voting results with the SEC on a Current Report on Form 6-K.

If my Common Units are held in “street name” by my broker, will my broker automatically vote my Common Units for me?

No. If your Common Units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote your Common Units by following the instructions that the broker or other nominee provides to you with these materials. Most brokers offer the ability for Common Unitholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you do not provide voting instructions to your broker, your Common Units will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is referred to in this proxy statement and in general as a broker non-vote. In these cases, the broker can register your Common Units as being present at the Special Meeting for purposes of determining a quorum, but will not be able to vote on those matters for which specific authorization is required. Under the current rules of the NYSE, brokers do not have discretionary authority to vote on any of the proposals, including the Merger Proposal. A broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal.

How will my Common Units be represented at the Special Meeting?

If you submit your proxy by telephone, the Internet website or by signing and returning your proxy card, the officers named in your proxy card will vote your Common Units in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your Common Units, your proxy will be voted as the MLP Board recommends, which is:

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Merger Proposal: “FOR” the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger; and

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Adjournment Proposal: “FOR” the approval of the adjournment of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement at the time of the Special Meeting, but if you indicate that you wish to vote against the Merger Proposal, your Common Units will only be voted in favor of the Adjournment Proposal if you indicate that you wish to vote in favor of that proposal.

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Who may attend the Special Meeting?

Common Unitholders (or their authorized representatives) and MLP’s invited guests may attend the Special Meeting. All attendees at the Special Meeting should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance.

Is my vote important?

Yes, your vote is very important. If you do not submit a proxy or vote in person at the Special Meeting, it will be more difficult for MLP to obtain the necessary quorum to hold the Special Meeting. In addition, an abstention or your failure to submit a proxy or to vote in person will have the same effect as a vote “AGAINST” the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. If you hold your Common Units through a broker or other nominee, your broker or other nominee will not be able to cast a vote on such approval without instructions from you. The MLP Board recommends that Common Unitholders vote “FOR” the Merger Proposal.

Can I revoke my proxy or change my voting instructions?

Yes. If you are a Common Unitholder of record, you may revoke your proxy or change your voting instructions at any time before the telephone/internet deadline or before the polls close at the Special Meeting by:

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sending a written notice, no later than the telephone/internet deadline, to Höegh LNG Partners LP, Canon’s Court, 22 Victoria Street, Hamilton, HM 12 Bermuda, Attention: Corporate Secretary, that bears a date later than the date of this proxy and is received prior to the Special Meeting and states that you revoke your proxy;

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submitting a valid, later-dated proxy by mail, telephone or Internet that is received prior to the Special Meeting; or

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attending the Special Meeting and voting by ballot in person (your attendance at the Special Meeting will not, by itself, revoke any proxy that you have previously given).

If you hold your Common Units through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order to revoke your proxy or change your voting instructions.

What happens if I sell my Common Units after the record date but before the Special Meeting?

The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your Common Units after the record date but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting. However, you will not have the right to receive the merger consideration to be received by MLP’s Common Unitholders in the Merger. In order to receive the merger consideration, you must hold your Common Units up to the completion of the Merger.

What does it mean if I receive more than one proxy card or vote instruction card?

Your receipt of more than one proxy card or vote instruction card may mean that you have multiple accounts with MLP’s transfer agent or with a brokerage firm, bank or other nominee. If submitting your proxy or voting instructions by mail, please sign and return all proxy cards or vote instruction cards to ensure that all of your Common Units are voted. Each proxy card or vote instruction card represents a distinct number of Common Units, and it is the only means by which those particular Common Units may be voted by proxy.

Am I entitled to appraisal rights if I vote against the approval of the Merger Agreement?

No. Appraisal rights are not available in connection with the Merger under the laws of the Republic of the Marshall Islands or under the Partnership Agreement.

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Is completion of the Merger subject to any conditions?

Yes. In addition to the receipt of Unitholder Approval, completion of the Merger requires the receipt of any required governmental clearances and the satisfaction or, to the extent permitted by applicable law, waiver of the other conditions specified in the Merger Agreement.

When do you expect to complete the Merger?

MLP and Parent are working towards completing the Merger promptly. MLP and Parent currently expect to complete the Merger in the second half of 2022, subject to receipt of Unitholder Approval, regulatory approvals and clearances and other usual and customary closing conditions. However, no assurance can be given as to when, or if, the Merger will occur.

What are the expected U.S. federal income tax consequences to a Common Unitholder as a result of the Merger?

What are the material Republic of the Marshall Islands tax consequences of the Merger to the Common Unitholders?

Because we and our subsidiaries do not, and we and our subsidiaries will not, maintain offices or carry on business or conduct transactions or operations in the Republic of the Marshall Islands, and because all documentation related to this offering has been and will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law Common Unitholders that are not citizens of, and do not reside in, maintain offices in or carry on business or conduct transactions or operations in the Republic of the Marshall Islands, will not be subject to Marshall Islands stamp, capital gains or other taxes on the disposition of our Common Units pursuant to the Merger.

What are the material Norway tax consequences of the Merger to the Common Unitholders?

There should be no Norwegian taxation, nor filing obligations, triggered at the hand of any Non-Norwegian Holders. See “Material Non-United States Tax Considerations — Norway Tax Considerations.”

What are the material Bermuda tax consequences of the Merger to the Common Unitholders?

Parent, the General Partner and MLP have each received from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (as amended by the Exempted Undertakings

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Tax Protection Amendment Act 2011) assurance that, in the event of there being enacted in Bermuda any legislation imposing any such taxes, such taxes shall not until March 31, 2035 be applicable to Parent, the General Partner and MLP.

What do I need to do now?

Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. Then, please vote your Common Units in accordance with the instructions described above.

If you hold Common Units through a broker or other nominee, please instruct your broker or nominee to vote your Common Units by following the instructions that the broker or nominee provides to you with these materials.

Should I send in my evidence of ownership now?

No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your Common Units for the merger consideration. If your Common Units are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” units in exchange for the merger consideration.

Who should I call with questions?

Common Unitholders should call D.F. King, MLP’s proxy solicitor, with any questions about the Merger or the Special Meeting, or to obtain additional copies of this proxy statement, proxy cards or voting instruction forms. The proxy solicitor’s contact information can be found on page 28 of this proxy statement.

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RISK FACTORS

In addition to the other information included in this proxy statement, including the matters addressed under the caption titled “Cautionary Statement Regarding Forward-Looking Statements,” you should consider carefully the following risk factors in determining how to vote at the Special Meeting. The following is not intended to be an exhaustive list of the risks related to the Merger and you should read and consider the risk factors described under Part 1, Item 3.D, “Key Information — Risk Factors” of MLP’s Annual Report on Form 20-F filed with the SEC for the fiscal year ended December 31, 2021 (the “2021 Form 20-F”), and incorporated by reference into this proxy statement.

The Merger may not be completed, due to the failure of the parties to achieve the closing conditions or otherwise; such a failure could negatively impact our Common Unit prices, business, financial condition, results of operations, cash flows or prospects.

•

the Merger Agreement and the transactions contemplated thereby, including the Merger, must have received Unitholder Approval;

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the filing or obtaining, or the occurrence of, any Required Regulatory Approvals, and all such Required Regulatory Approvals will be in full force and effect as of the date of closing; and

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No assurance can be given that each of the conditions will be satisfied. In addition, the Merger Agreement may be terminated under the circumstances described in the section entitled “Proposal No. 1 — The Merger Agreement — Termination of the Merger Agreement.” If the conditions are not satisfied or waived in a timely manner and the Merger is delayed, payment of the merger consideration will also be delayed.

If the Merger is not completed (including in the case the Merger Agreement is terminated), our ongoing business may be adversely affected. Under such a scenario, MLP’s directors, officers and the employees of its affiliates will have expended extensive time and effort and will have experienced significant distractions from their work, and we will have incurred significant transaction costs, during the pendency of a failed transaction. In addition, our continuing business relationships with business partners and the market’s perceptions of our prospects, could be adversely affected, which could have a material adverse impact on the trading price of the Common Units.

We could also be subject to litigation related to any failure to complete the Merger. If these risks materialize, our financial condition, results of operations, cash flows or prospects could be materially adversely affected.

Some of our directors and officers have interests that may differ from the interests of our Common Unitholders, and such directors may have conflicts of interest in recommending to our Common Unitholders to approve the Merger Proposal and the Adjournment Proposal.

Certain of our officers and directors may have interests in the Merger that are different from, or are in addition to, those of our Common Unitholders, which interests are described in the section entitled “Special Factors — Interests of the Directors and Executive Officers of MLP in the Merger.” These interests include, among other things:

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of such phantom units will be entitled to receive a lump-sum cash payment from Parent in full satisfaction thereof following the closing of the Merger. Håvard Furu, the Chief Executive Officer and Chief Financial Officer of MLP holds 2,971 phantom units pursuant to Parent’s program.

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All of the directors of the MLP Board and executive officers of MLP will receive continued indemnification and insurance coverage for their actions as directors and executive officers after the Effective Time of the Merger.

Furthermore, some of MLP’s officers and directors are also directors or officers of Parent and its affiliates. Parent and its affiliates own a significant interest in us and have conflicts of interest and limited fiduciary and contractual duties, which may permit them to favor their own interests to the detriment of our Common Unitholders. These interests could cause members of the MLP Board to have a conflict of interest in recommending approval of the Merger Proposal and the Adjournment Proposal.

The fact that there is a merger pending could materially harm our business, results of operations and cash flows.

While the Merger is pending, we are subject to a number of risks that may harm our business, results of operations and cash flows, including:

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the diversion of management and employee attention from implementing our strategies;

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the fact that we have and will continue to incur expenses related to the Merger prior to its closing; and

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our potential inability to respond effectively to competitive pressures, industry developments and future opportunities.

The restrictions on our ability to solicit or engage in negotiations with respect to other potential acquisition proposals may discourage other potential transactions that may be favorable to our Common Unitholders.

Until the Merger is completed or the Merger Agreement is terminated, with limited exceptions, the Merger Agreement prohibits us from soliciting, encouraging or engaging in negotiations with respect to acquisition proposals or other business combinations. These provisions could discourage other companies from proposing alternative transactions that may be more favorable to our Common Unitholders than the Merger.

If the Merger is not consummated by November 23, 2022, either Parent or, following authorization by the Conflicts Committee, we may, under certain circumstances that may be beyond our control, choose not to proceed with the Merger.

The Merger is subject to the satisfaction or waiver of certain closing conditions described in the section entitled “Proposal No. 1 — The Merger Agreement — Conditions to Consummation of the Merger” and set forth in the Merger Agreement. The fulfillment of certain of these conditions is beyond our control, such as the receipt of our Common Unitholders’ approval of the Merger. If the Merger has not been completed by November 23, 2022, either Parent or, following authorization by the Conflicts Committee, we may generally terminate the Merger Agreement, notwithstanding the prior receipt of the approval of the Merger by our Common Unitholders, except that such right to terminate the Merger Agreement will not be available to a party (i) if the inability to satisfy the conditions to closing was due to the failure of such party or its affiliates

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to perform any of its obligations under the Merger Agreement or (ii) if the other party has filed (and is then pursuing) an action seeking specific performance to enforce the obligations under the Merger Agreement.

Financial projections regarding MLP may not prove accurate.

MLP’s management prepared certain non-public unaudited financial projections that were made available to the Conflicts Committee and Parent in connection with their respective evaluations of the Merger and were provided to Evercore for its use and reliance in connection with its financial analyses and opinion. These financial projections include assumptions about MLP, including with regards to future operating cash flows, expenditures and income. These financial projections were not prepared with a view toward public disclosure, nor were the projections prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants or the Financial Accounting Standards Board for preparation and presentation of prospective financial and operating information. The financial projections should not be regarded as an indication that MLP considered or considers the projections to be a reliable or accurate prediction of future performance. The financial projections are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. The failure of MLP to achieve projected results, including projected cash flows, could have a material adverse effect on MLP and its financial position.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referred to or incorporated by reference into this proxy statement includes certain forward-looking statements concerning future events and our operations, performance and financial condition.

Statements included in or incorporated by reference into this proxy statement that are not historical facts, including statements about the beliefs and expectations of the MLP Board or the management of MLP, are forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “future,” “project,” “will be,” “will continue,” “will likely result,” “plan,” “intend” or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. All forward-looking statements speak only as of the date of this proxy statement or the date of such other filing, as the case may be. Forward-looking statements in this proxy statement are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. MLP’s business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond MLP’s control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the Merger Agreement; the inability to complete the Merger due to the failure to obtain Unitholder Approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; risks related to disruption of management’s attention from MLP’s ongoing business operations due to the Merger; the impact of the announcement of the proposed Merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed Merger, including operating costs, customer loss or business disruption being greater than expected; the effects of outbreaks of pandemic or contagious diseases, including the length and severity of the recent worldwide outbreak of COVID-19, including its impact on MLP’s business liquidity, cash flows and operations, as well as the operations of its customers, suppliers and lenders; market conditions and trends for FSRUs and LNG carriers, including hire rates, vessel valuations, technological advancements, market preferences and factors affecting supply and demand of LNG, LNG carriers, and FSRUs; our distribution policy and ability to make cash distributions on our units or any changes in the quarterly distributions on our Common Units; restrictions in our debt agreements and pursuant to local laws on our joint ventures’ and our subsidiaries’ ability to make distributions; the ability of Parent to meet its financial obligations to us pursuant to the Suspension and Make-Whole Agreements, the Suspended Gallant Charter (each, as defined in the 2021 Form 20-F), any funding requests under the $85 million revolving credit facility and its guarantee and indemnification obligations; the change in the ability of Parent to compete with us as a result of its completion of the Amalgamation (as defined in the 2021 Form 20-F); our ability to compete successfully for future chartering and newbuilding opportunities; demand in the FSRU sector or the LNG shipping sector, including demand for our vessels; our ability to purchase additional vessels from Parent in the future; our ability to integrate and realize the anticipated benefits from acquisitions; our anticipated growth strategies, including the acquisition of vessels; our anticipated receipt of dividends and repayment of indebtedness from subsidiaries and joint ventures; effects of volatility in global prices for crude oil and natural gas; the effect of the worldwide economic environment; turmoil in the global financial markets; fluctuations in currencies and interest rates; general market conditions, including fluctuations in hire rates and vessel values; changes in our operating expenses, including drydocking, on-water class surveys, insurance costs and bunker costs; our ability to comply with financing agreements and the expected effect of restrictions and covenants in such agreements; the financial condition, liquidity and creditworthiness of our existing or future customers and their ability to satisfy their obligations under our contracts; our ability to replace existing borrowings, make additional borrowings and to access public equity and debt capital markets; planned capital expenditures and availability of capital resources to fund capital expenditures; the exercise of purchase options by our customers; our ability to perform under our contracts and maintain long-term relationships with our customers; our ability to leverage Parent’s

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relationships and reputation in the shipping industry; our continued ability to enter into long-term, fixed-rate charters and the hire rate thereof; the operating performance of our vessels and any related claims by TotalEnergies SE, PGN LNG or other customers; our ability to maximize the use of our vessels, including the redeployment or disposition of vessels no longer under long-term charters; the results of the arbitration with the charterer of the PGN FSRU Lampung; timely acceptance of our vessels by their charterers; termination dates and extensions of charters; the impact of the Russian invasion of Ukraine; our ability to successfully remediate the material weakness in our internal control over financial reporting and our disclosure controls and procedures referred to in the 2021 Form 20-F; the cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business; economic substance laws and regulations adopted or considered by various jurisdictions of formation or incorporation of us and certain of our subsidiaries; availability and cost of skilled labor, vessel crews and management, including possible disruptions, including but not limited to the supply chain of spare parts and service engineers, caused by the COVID-19 outbreak; the number of offhire days and drydocking requirements, including our ability to complete scheduled drydocking on time and within budget; our general and administrative expenses as a publicly traded limited partnership and our fees and expenses payable under our ship management agreements, the technical information and services agreement and the administrative services agreement; the anticipated taxation of MLP, its subsidiaries and affiliates and distributions to its unitholders; estimated future maintenance and replacement capital expenditures; our ability to hire or retain key employees; customers’ increasing emphasis on environmental and safety concerns; potential liability from any pending or future litigation, including litigation relating to the Merger; risks inherent in the operation of our vessels including potential disruption due to accidents, political events, piracy or acts by terrorists; future sales of our Common Units, Preferred Units or other securities in the public market; our business strategy and other plans and objectives for future operations; and our ability to maintain effective internal control over financial reporting and effective disclosure controls and procedures.

MLP cautions that the foregoing list of factors is not exhaustive. Other unknown or unpredictable factors could also have material adverse effects on MLP’s performance or achievements prior to the Merger. MLP also cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. MLP undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for MLP to predict all of these factors. Further, MLP cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. MLP makes no prediction or statement about the performance of its Common Units.

Discussions of other important factors and assumptions can be found in the section of this proxy statement entitled “Risk Factors” and in MLP’s Annual Report on Form 20-F filed with the SEC for the fiscal year ended December 31, 2021, and MLP’s other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this proxy statement are expressly qualified in their entirety by such cautionary statements.

PARTIES TO THE MERGER

Höegh LNG Holdings Ltd.
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

Parent is a fully integrated LNG infrastructure company offering LNG transportation services, LNG regasification, terminal solutions and in-house ship management services. Parent is incorporated in Bermuda and Parent and its affiliates have an established presence in Norway, Singapore, UK, USA, Indonesia, Lithuania, Egypt, Colombia, Philippines and China.

Parent holds 15,257,498 Common Units of MLP and is also the owner of Höegh LNG GP LLC, the General Partner, and holds all of the Incentive Distribution Rights.

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Höegh LNG GP LLC
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

Höegh LNG GP LLC is the General Partner of MLP and holds the non-economic general partner interest in MLP. The General Partner is wholly owned by Parent. Under the Partnership Agreement, the General Partner has irrevocably delegated to the MLP Board the power to oversee and direct the operations of, manage and determine the strategies and policies of MLP. Following the Merger, the General Partner will remain the sole general partner of MLP.

Hoegh LNG Merger Sub LLC
c/o Höegh LNG Holdings Ltd.
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

Merger Sub is a direct wholly owned subsidiary of Parent formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into MLP, with MLP surviving the Merger as a direct subsidiary of Parent.

Höegh LNG Partners LP
Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
Phone: +1 441 298 3300

MLP is a publicly traded limited partnership formed initially by Parent to own, operate and acquire FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters, which MLP defines as charters of five or more years. MLP’s Common Units are listed on the NYSE under the ticker symbol “HMLP.” Upon completion of the Merger, each Common Unit outstanding immediately prior to the Effective Time of the Merger, other than those Common Units held by Parent, will be converted into the right to receive $9.25 per Common Unit in cash, which will be paid without interest and reduced by any applicable tax withholding. The General Partner will remain the sole general partner of MLP. The Sponsor Units will remain outstanding after the Merger. The Incentive Distribution Rights issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist, and no consideration will be delivered in exchange for such cancellation.

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THE MLP SPECIAL MEETING OF COMMON UNITHOLDERS

MLP is providing this proxy statement to its Common Unitholders in connection with the solicitation of proxies to be voted at the Special Meeting of Common Unitholders that MLP has called for, among other things, the purpose of holding a vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and at any adjournment or postponement thereof. This proxy statement is first being mailed to Common Unitholders on or about , 2022 and provides Common Unitholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting of Common Unitholders.

Date, Time and Place of the Special Meeting

The Special Meeting is scheduled to be held at , on , 2022, at (local time).

Matters to be Considered at the Special Meeting

At the Special Meeting, Common Unitholders will be asked to consider and vote on the following proposals:

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Merger Proposal. To approve the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, as such agreement may be amended from time to time, and the transactions contemplated thereby, including the Merger; and

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Adjournment Proposal. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, at the time of the Special Meeting.

Recommendation of the MLP Board

The MLP Board, acting upon the recommendation of the Conflicts Committee, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders. The MLP Board recommends that the Common Unitholders vote “FOR” the Merger Proposal and that Common Unitholders vote “FOR” the Adjournment Proposal.

In considering the recommendation of the MLP Board with respect to the Merger Agreement and the transactions contemplated thereby, including the Merger, you should be aware that some of MLP’s directors and executive officers may have interests that are different from, or in addition to, the interests of Common Unitholders more generally. See “Special Factors — Interests of the Directors and Executive Officers of MLP in the Merger.”

Who Can Vote at the Special Meeting

The record date for the Special Meeting is , 2022. Only Common Unitholders of record at the close of business on the record date will be entitled to receive notice of and to vote at the Special Meeting or any adjournment or postponement of the meeting.

As of the close of business on the record date of , 2022, there were Common Units outstanding and entitled to vote as a class at the Special Meeting. Subject to the Cutback, each holder of Common Units entitled to vote at the Special Meeting may cast one vote for each Common Unit that such holder owned on the close of business on the record date.

A complete list of Common Unitholders entitled to vote at the Special Meeting will be available for inspection at the principal place of business of MLP during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting.

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Quorum

A quorum of Common Unitholders represented in person or by proxy at the Special Meeting is required to vote on approval of the Merger Agreement at the Special Meeting, but not to vote on approval of any adjournment of the meeting. At least a majority of the outstanding Common Units (subject to the Cutback), including those held by Parent, must be represented in person or by proxy at the meeting in order to constitute a quorum. Common Units held by Parent are not subject to the Cutback. Any abstentions and broker non-votes will be considered to be present at the meeting for purposes of determining whether a quorum is present at the Special Meeting.

Vote Required for Approval

Subject to the Cutback, the affirmative vote of holders of at least a majority of the outstanding Common Units, including those held by Parent (“Unitholder Approval”), is required to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. As of , 2022, there were Common Units outstanding. Common Units held by Parent are not subject to the Cutback. Abstentions, broker non-votes (if any) and unvoted Common Units will have the same effect as votes “AGAINST” the Merger Proposal.

Pursuant to the Support Agreement, Parent has agreed to appear at the Special Meeting and vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any competing proposals. Parent owns 15,257,498 Common Units (representing 45.7% of the Common Units issued and outstanding as of , 2022).

Voting of Common Units by Holders of Record

If you are entitled to vote at the Special Meeting and hold your Common Units in your own name, you can submit a proxy or vote in person by completing a ballot at the Special Meeting. However, MLP encourages you to submit a proxy before the Special Meeting even if you plan to attend the Special Meeting in order to ensure that your Common Units are voted. A proxy is a legal designation of another person to vote your Common Units on your behalf. If you hold units in your own name, you may submit a proxy for your Common Units by:

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calling the toll-free number specified on the enclosed proxy card and follow the instructions when prompted;

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accessing the Internet website specified on the enclosed proxy card and follow the instructions provided to you; or

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filling out, signing and dating the enclosed proxy card and mailing it in the prepaid envelope included with these proxy materials.

When a Common Unitholder submits a proxy by telephone or through the Internet, such proxy is recorded immediately. MLP encourages its Common Unitholders to submit their proxies using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

All Common Units represented by each properly executed and valid proxy received before the Special Meeting will be voted in accordance with the instructions given on the proxy. If a Common Unitholder executes a proxy card without giving instructions, the Common Units represented by that proxy card will be voted as the MLP Board recommends. The MLP Board recommends that Common Unitholders vote “FOR” the Merger Proposal and that Common Unitholders vote “FOR” the Adjournment Proposal.

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However, if you indicate that you wish to vote against the Merger Proposal, your Common Units will only be voted in favor of the Adjournment Proposal if you indicate that you wish to vote in favor of that proposal.

Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m. (local time), on , 2022.

Voting of Common Units Held in Street Name

If your Common Units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote your Common Units by following the instructions that the broker or other nominee provides to you with these proxy materials. Most brokers offer the ability for unitholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you do not provide voting instructions to your broker, your Common Units will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is referred to in this proxy statement and in general as a broker non-vote. In these cases, the broker or other nominee can register your Common Units as being present at the Special Meeting for purposes of determining a quorum, but will not be able to vote your Common Units on those matters for which specific authorization is required. Under the current rules of the NYSE, brokers do not have discretionary authority to vote on any of the proposals, including the Merger Proposal. A broker non-vote of a Common Unit will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal.

If you hold Common Units through a broker or other nominee and wish to vote your Common Units in person at the Special Meeting, you must obtain a proxy from your broker or other nominee and present it to the inspector of election with your ballot when you vote at the Special Meeting.

Revocability of Proxies; Changing Your Voting Instructions

You may revoke your proxy and/or change your voting instructions at any time before your proxy is voted at the Special Meeting. If you are a Common Unitholder of record, you can do this by:

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sending a written notice, no later than the telephone/internet deadline, to Höegh LNG Partners LP, Canon’s Court, 22 Victoria Street, Hamilton, HM 12 Bermuda, Attention: Corporate Secretary, that bears a date later than the date of this proxy statement and is received prior to the Special Meeting and states that you revoke your proxy;

•

submitting a valid, later-dated proxy by mail, telephone or Internet that is received prior to the Special Meeting; or

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attending the Special Meeting and voting by ballot in person (your attendance at the Special Meeting will not, by itself, revoke any proxy that you have previously given).

Solicitation of Proxies

This proxy statement is furnished in connection with the solicitation of proxies by the MLP Board to be voted at the Special Meeting. Under the Merger Agreement, Parent and MLP agreed to each pay one-half of the expenses incurred in connection with the filing, printing and mailing of this proxy statement and the solicitation of Unitholder Approval. MLP has engaged D.F. King to assist in the solicitation of proxies for the Special Meeting. D.F. King will be paid approximately $12,500, by MLP for these and other advisory services in connection with the Special Meeting. In addition, MLP has agreed to reimburse D.F. King for certain fees and expenses and will also indemnify D.F. King, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. In addition, MLP may reimburse brokerage firms and other persons representing beneficial owners of Common Units for their reasonable expenses in forwarding solicitation materials to such beneficial owners. Proxies may also

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be solicited by certain of MLP’s directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

A letter of transmittal and instructions for the surrender of Common Units will be mailed to holders of such Common Units shortly after the completion of the Merger.

No Other Business

Under the Partnership Agreement, the business to be conducted at the Special Meeting will be limited to the purposes stated in the notice to Common Unitholders provided with this proxy statement.

Adjournments

Adjournments may be made for the purpose of, among other things, soliciting additional proxies. To approve an adjournment, holders of at least a majority of the outstanding Common Units entitled to vote and present in person or by proxy at the Special Meeting, including those held by Parent, must vote in favor of the proposal. MLP is not required to notify holders of Common Units of any adjournment of 45 days or less if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At any adjourned meeting, MLP may transact any business that it might have transacted at the original Special Meeting, provided that a quorum is present at such adjourned meeting. Proxies submitted by holders of Common Units for use at the original Special Meeting will be used at any adjournment or postponement of the meeting. References to the Special Meeting in this proxy statement are to such Special Meeting as adjourned or postponed.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact D.F. King toll-free at (800) 431-9633 (banks and brokers call collect at (212) 269-5550).

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SPECIAL FACTORS

This section of the proxy statement describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated herein by reference, including the full text of the Merger Agreement, for a more complete understanding of the Merger. A copy of the Merger Agreement is attached as Annex A hereto. In addition, important business and financial information about MLP is included in or incorporated into this proxy statement by reference. See “Where You Can Find More Information.”

Effect of the Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the laws of the Republic of the Marshall Islands, the Merger Agreement provides for the merger of MLP with Merger Sub. MLP, which is sometimes referred to following the Merger as the Surviving Entity, will survive the Merger, and the separate limited liability company existence of Merger Sub will cease. As a result of the Merger, MLP will survive as a direct subsidiary of Parent. After the completion of the Merger, the certificate of limited partnership of MLP in effect immediately prior to the Effective Time will be the certificate of limited partnership of the Surviving Entity, until amended in accordance with its terms and applicable law,and the Partnership Agreement in effect immediately prior to the Effective Time will be the agreement of limited partnership of the Surviving Entity, until amended in accordance with its terms and applicable law.

The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time and not held by Parent will be converted into the right to receive $9.25 per Common Unit in cash, which will be paid without interest and reduced by any applicable tax withholding. The Incentive Distribution Rights issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist, and no consideration will be delivered in exchange for such cancellation.

As of the Effective Time, (i) the general partner interest in MLP outstanding immediately prior to the Effective Time shall remain outstanding in the Surviving Entity and the General Partner shall continue as the sole general partner of the Surviving Entity and the sole record and beneficial owner of the general partner interest in the Surviving Entity, (ii) the Incentive Distribution Rights that are owned immediately prior to the Effective Time by Parent will automatically be cancelled at the Effective Time and will cease to exist, and no consideration will be delivered in exchange for such cancellation, and (iii) each of the Preferred Units will remain outstanding upon completion of the Merger, and no party will deliver any merger consideration in respect of any Preferred Unit. See the section entitled “Proposal No. 1. The Merger Agreement” for further information.

MLP’s Preferred Units will remain outstanding upon completion of the Merger, and merger consideration will not be delivered in respect of any Preferred Unit.

Background of the Merger

Parent, MLP and their respective boards of directors and management teams regularly review operational and strategic opportunities to maximize value for their investors. In connection with these reviews, Parent, MLP and their respective boards of directors and management teams from time to time evaluate potential transactions that would further their respective strategic objectives.

On August 7, 2014, MLP completed its initial public offering (“IPO”). Prior to the closing of the IPO, Parent contributed certain of its assets to MLP. In connection with the IPO and pursuant to the First Amended and Restated Agreement of Limited Partnership of MLP, dated August 12, 2014, MLP redeemed Parent’s initial limited partner interest and issued to Parent (A) 2,116,060 Common Units, representing an 8.0% limited partner interest in MLP (after giving effect to the IPO) and (B) 13,156,060 Subordinated Units (the “Subordinated Units”), representing a 50.0% limited partner interest in MLP (after giving effect to the IPO). On August 12, 2014, MLP sold 11,040,000 Common Units (including 1,440,000 Common Units sold pursuant to the exercise in full by the underwriters of their option to purchase additional Common Units) in the IPO. MLP also issued 100% of the incentive distribution rights to Parent.

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On October 23, 2014, MLP announced a pro rata distribution of $0.1834 per Common Unit for the period from August 12, 2014 to September 30, 2014, equivalent to a quarterly pro rata distribution of $0.3375 per Common Unit.

On February 13, 2015, MLP paid a pro rata distribution of $0.3375 per Common Unit with respect to the fourth quarter of 2014. On three different occasions between the closing of the IPO and the first quarter of 2019, MLP increased its quarterly distributions to common unitholders, from $0.3375 for the quarter ended December 31, 2014 (the first full quarter after the IPO) to $0.44 for the quarter ended March 31, 2018.

From time to time after the IPO, Parent granted, for no consideration, an aggregate of 14,622 Common Units to certain employees of its affiliates pursuant to a phantom unit award program.

In October 2015, MLP purchased 100% of the shares of Höegh FSRU III, the entity that indirectly owned the FSRU Höegh Gallant, from Parent in a “drop-down” transaction.

In December 2016, MLP issued and sold 6,588,389 Common Units in an underwritten public offering for net proceeds of $111.5 million primarily to fund the purchase price of the acquisition of a 51% ownership interest in the entities that owned the FSRU Höegh Grace from Parent in a drop-down transaction. Following the offering, Parent owned 46.4% of the limited partner interests of MLP.

On October 5, 2017, MLP issued 4,600,000 Series A Preferred Units (the “Series A Preferred Units”) for proceeds, net of underwriting discounts and expenses, of $110.9 million. MLP used a portion of the net proceeds to repay certain outstanding indebtedness and to fund the purchase price of the acquisition of the remaining 49% ownership interest in the entities that owned the FSRU Höegh Grace from Parent in a drop-down transaction.

On August 16, 2019, pursuant to the terms of the Partnership Agreement, all 13,156,060 Subordinated Units owned by Parent converted into Common Units on a one-for-one basis for no additional consideration, and Parent became the beneficial owner of 13,156,060 additional Common Units.

On February 27, 2020, MLP exercised its right pursuant to an option agreement to cause Parent or its subsidiary to charter the FSRU Höegh Gallant from the expiration of its then current charter until July 2025.

Parent was incorporated in 2006 and completed its initial public offering in 2011 on the Oslo Stock Exchange. In early 2020, Leif Höegh & Co. Ltd. (“LHC”), the largest shareholder of Parent at the time, engaged Credit Suisse International (“Credit Suisse”) and Kirkland & Ellis LLP (“Kirkland”), among other things, to advise LHC in its evaluation of strategic options for the structure of Parent’s business. On March 8, 2021, Parent announced a recommended offer by a 50/50 joint venture (the “joint venture”) between LHC and funds managed by Morgan Stanley Infrastructure Partners (“MSIP”) to acquire the 50.4% of the outstanding shares of Parent not then owned by LHC or its affiliates (the “Parent Amalgamation”). Morgan Stanley Infrastructure Inc., as advisor to MSIP, had engaged Morgan Stanley & Co. LLC (“Morgan Stanley”) as its financial advisor in connection with the Parent Amalgamation. The joint venture anticipated that the Parent Amalgamation would leave Parent better positioned under long-term private ownership to address challenges attributable to Parent’s capital structure and manage its business to the benefit of all stakeholders, including creditors, customers and employees. The joint venture also announced its intention to undertake a comprehensive review of the company’s operational and financial strategy after the Parent Amalgamation. On March 30, 2021, the Parent Amalgamation was approved by the shareholders of Parent at a special general meeting. The Parent Amalgamation closed on May 4, 2021, after which Parent became a wholly owned subsidiary of the joint venture. Parent’s shares were delisted from the Oslo Stock Exchange on May 27, 2021. Also in May 2021, the engagement letters with Credit Suisse and Morgan Stanley were supplemented such that they provided for the engagement of Credit Suisse and Morgan Stanley as financial advisors to the joint venture in connection with a potential transaction involving MLP.

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In connection with the comprehensive review of Parent’s operational and financial strategy, the Parent Board considered a variety of risks and challenges facing MLP and the master limited partnership sector, including:

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the negative sector backdrop and investor sentiment towards the master limited partnership structure, which have led to narrowed access to capital due to investor outflows and limited capital markets activity over several years;

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shipping master limited partnerships face challenges associated with performance, scale, limited public float and trading liquidity;

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MLP’s management forecasts projected declining EBITDA;

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MLP had no drop-down transaction since 2017 and there were none anticipated; and

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the landscape for master limited partnerships had changed considerably since MLP completed its IPO on August 7, 2014 as evidenced by the relatively few capital markets transactions completed by sector participants in recent years and the fact that the Alerian MLP Index, a leading gauge of energy master limited partnerships, declined by 65% between the IPO and the last trading day before the Parent Amalgamation was announced on March 8, 2021.

Following the joint venture’s comprehensive review of Parent’s business, Parent determined that Parent would not extend its revolving credit line of $85 million with MLP when it matures on January 1, 2023, and that Parent would have very limited capacity to extend any additional advances to MLP beyond what was currently drawn under the facility. Parent was facing a decline in FSRU rates and five unchartered FSRUs at the time. In addition, ongoing uncertainty regarding the COVID pandemic and significant margin calls on Parent had weakened Parent’s financial position. Parent notified MLP of its determination not to extend the revolving credit line and of the limited capacity to extend additional advances under the facility. Parent also allowed some provisions of the omnibus agreement between Parent and the MLP (the “omnibus agreement”) to terminate in accordance with the omnibus agreement’s terms following the Parent Amalgamation, including (i) the prohibition on Parent from acquiring, owning, operating or chartering any LNG carrier or FSRU that has commenced operating under a charter for a remaining period, not including options, of five or more years, together with the related charter and any ancillary installations or equipment also covered by that charter (a “Five-Year Vessel”), (ii) the prohibition on MLP from acquiring, owning, operating or chartering any vessels that are not Five-Year Vessels, and (iii) the rights of first offer associated with those rights.

On July 27, 2021, the MLP Board announced a reduction in the quarterly cash distribution on the Common Units from $0.44 per Common Unit to $0.01 per Common Unit to conserve its internally generated cash flows, commencing with the distribution for the second quarter of 2021 and continuing in the third and fourth quarters of 2021 and the first quarter of 2022. The MLP Board cited multiple factors for its decision to reduce the distribution, including:

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The ongoing refinancing of the PGN FSRU Lampung credit facility, which had been scheduled to close by the end of the second quarter of 2021, had not yet completed due to the failure by the charterer of the PGN FSRU Lampung to consent to and countersign certain customary documents related to the new credit facility. By letter dated July 13, 2021, the charterer raised certain issues in relation to the operations of the vessel and its charter and by further letter dated July 27, 2021, stated that it would commence arbitration to declare the charter null and void, and/or to terminate the charter, and/or seek damages. These circumstances put a significant portion of MLP’s revenue at risk and left MLP exposed to having to arrange alternative refinancing, or rearrange the existing refinancing, in the short term in advance of the debt facility’s maturity on September 29, 2021, which was originally expected to occur in October 2021.

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MLP had received notice from Parent that the revolving credit line of $85 million with MLP will not be extended when it matures on January 1, 2023 and that Parent would have very limited capacity to extend any additional advances to MLP beyond what was currently drawn under the facility.

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MLP’s liquidity and financial flexibility would be reduced by the foregoing and other recent changes.

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MLP’s Common Unit price declined from a closing price of $17.87 per Common Unit on July 27, 2021 to a closing price of $6.30 per Common Unit on July 28, 2021 following the announcement of MLP’s reduction in the quarterly cash distribution on the Common Units.

On November 5, 2021, representatives of Parent and the joint venture spoke by telephone with representatives from Credit Suisse, Morgan Stanley and Kirkland to discuss matters relating to the business of MLP, including potential impacts to Parent and MLP of nonpayment by the charterer of the PGN FSRU Lampung under its charter and the possibility that MLP may require additional capital in the future in order to refinance existing indebtedness and maintain sufficient operating capital. Representatives of Parent and the joint venture discussed the willingness of Parent to fund additional capital into MLP in the event that MLP was unable to raise future third party capital on acceptable terms. Representatives of Parent and the joint venture noted that Parent’s willingness and ability to fund additional capital to MLP would need to be determined as such needs arose, taking into consideration its obligations in respect of its core businesses and its own capital requirements at such time. Over the course of discussions, the representatives of Parent and the joint venture explored the possibility of Parent purchasing all Common Units held by Unaffiliated Unitholders. The representatives of Parent and the joint venture discussed, among other things, the advisors’ availability to work on such a transaction, potential roles and responsibilities of the parties to such a transaction, an indicative work plan and timeline for a potential transaction, a high-level overview of precedent transactions, diligence considerations and other issues.

During the month of November 2021, representatives of Parent and the joint venture reviewed with representatives of Credit Suisse, Morgan Stanley and Kirkland a variety of considerations relating to the structure, timing, financial parameters and legal documentation for a potential take private of MLP.

On November 23, 2021, Ms. Martine Vice Holter and Messrs. Carlo Ravizza and Alberto Donzelli, members of the Parent Board, informed Parent’s management, including Messrs. Thor Jørgen Guttormsen (interim President and Chief Executive Officer of Parent) and Håvard Furu (Chief Financial Officer of Parent), and Ms. Camilla Nyhus-Møller (Chief Legal and Compliance Officer of Höegh LNG AS, a wholly owned subsidiary of Parent), of the likelihood that Parent would make a proposal to the MLP Board to take MLP private.

On November 30, 2021, the Parent Board, including representatives of the joint venture, spoke by telephone with representatives of Credit Suisse, Morgan Stanley, Kirkland and management to discuss, among other things, timing and process considerations for a potential proposal to take MLP private.

On December 3, 2021, the Parent Board, including representatives of the joint venture, spoke by telephone with representatives of Credit Suisse, Morgan Stanley and Kirkland to discuss a potential proposal for Parent to purchase all Common Units held by Unaffiliated Unitholders and reflected on various considerations affecting MLP, including that MLP’s liquidity and financial flexibility remained constrained, MLP’s Common Units were trading below $4.00 per Common Unit for the first time and there had been no resolution to the ongoing dispute with the charterer of the PGN FSRU Lampung, which put a significant portion of MLP’s revenue at risk. On the same day, the Parent Board authorized the directors and officers of Parent to submit to the MLP Board a non-binding offer of $4.25 in cash per Common Unit for all Common Units held by Unaffiliated Unitholders, representing an 8.1% premium to the closing price of the Common Units on December 3, 2021. The Parent Board also authorized Ms. Holter to speak with the Conflicts Committee on behalf of Parent and to negotiate aspects of the proposed transaction on behalf of Parent.

On December 4, 2021, Ms. Holter contacted Robert Shaw, an independent director of MLP who serves as the Chairman of the Conflicts Committee. Ms. Holter informed Mr. Shaw that the Parent Board had authorized a proposal to acquire all Common Units held by Unaffiliated Unitholders and that a letter outlining the proposal would follow shortly. Mr. Shaw subsequently notified the remaining members of the Conflicts Committee.

Also on December 4, 2021, and as discussed between Ms. Holter and Mr. Shaw, the MLP Board received a letter from Parent (the “December 4 Proposal”) pursuant to which Parent proposed to acquire through a wholly owned subsidiary of Parent all Common Units held by Unaffiliated Unitholders for $4.25 per Common Unit. The December 4 Proposal also stated that Parent was only interested in acquiring all of the outstanding Common Units of MLP and not in selling its equity interests in MLP or pursuing other

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strategic alternatives involving MLP. In the letter, Parent noted that MLP’s Common Units represented an illiquid security and that, given the trading levels of the Common Units, the resulting increased cost of capital, liquidity challenges associated with MLP’s relatively small public float and other factors, Parent did not intend to execute any further dropdowns to MLP of additional vessels or equity interests in entities that own vessels.

On December 4, 2021, the MLP Board held a meeting to discuss the proposed transaction and adopted resolutions authorizing the Conflicts Committee to (1) review and evaluate the terms and conditions of the proposed transaction and related agreements on behalf of MLP and the Unaffiliated Unitholders, (2) negotiate, or delegate to any person or persons the authority to negotiate, the terms and conditions of the proposed transaction and related agreements with the General Partner and its affiliates (including Parent) and their representatives, (3) approve, or determine not to approve, the proposed transaction and related agreements, any such approval to constitute Special Approval pursuant to Section 7.16(a) of the Partnership Agreement, (4) recommend to the MLP Board that the proposed transaction and related agreements be approved or not approved, any such recommendation to approve the proposed transaction and related agreements to constitute Special Approval pursuant to Section 7.16(a) of the Partnership Agreement, or determine not to make any recommendation regarding the proposed transaction to the MLP Board, and (5) determine whether the proposed transaction and related agreements were in the best interests of MLP, including the Unaffiliated Unitholders.

On December 5, 2021, the Conflicts Committee members had a preliminary discussion regarding the process to evaluate the proposed transaction. Thereafter, the Chairman of the Conflicts Committee contacted representatives of Richards, Layton & Finger, P.A. (“RLF”), which had acted as counsel to the Conflicts Committee in connection with a prior transaction. On December 6, 2021, the Conflicts Committee met with representatives of RLF to discuss RLF’s potential engagement as legal counsel to the Conflicts Committee in connection with the evaluation of the potential transaction. Based on the Conflicts Committee’s prior experience with RLF and RLF’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees generally, the Conflicts Committee determined that RLF had the requisite expertise to provide high quality advice to the Conflicts Committee and engaged RLF as legal counsel. An engagement letter detailing the terms of RLF’s engagement was subsequently executed.

Also, on December 6, 2021, each of MLP and Parent issued a press release and made a filing with the SEC announcing the delivery and receipt of the December 4 Proposal.

During the month of December 2021, the Conflicts Committee had a series of organizational meetings with RLF to discuss, among other things, the scope of authority delegated to the Conflicts Committee by the MLP Board, the independence of the members of the Conflicts Committee with respect to the proposed transaction, the role of the Conflicts Committee in connection with the proposed transaction and the process for evaluating the proposed transaction, the statement by Parent in the December 4 Proposal that it is interested only in acquiring Common Units and is not interested in selling any of its equity interests in MLP or pursuing other strategic alternatives involving MLP, the statement by Parent in the December 4 Proposal that the proposed transaction would be subject to approval by holders of a majority of the outstanding Common Units, the process for choosing a financial advisor to the Conflicts Committee and the compensation requested by potential financial advisors for their advice to the Conflicts Committee. During that time period, the Conflicts Committee also met with potential financial advisors, including Evercore Group L.L.C. (“Evercore”). Evercore had previously acted as financial advisor to the Conflicts Committee in connection with a prior transaction. Following such meetings and based on the Conflicts Committee’s prior experience with Evercore and Evercore’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees, the Conflicts Committee determined that Evercore had the requisite expertise to provide high quality advice to the Conflicts Committee and the Conflicts Committee determined to engage Evercore as its financial advisor. The terms of Evercore’s engagement were subsequently confirmed by a letter agreed to and accepted by MLP and the Conflicts Committee.

On December 27, 2021, the Conflicts Committee met with representatives of Evercore and RLF. The Conflicts Committee and its advisors reviewed the December 4 Proposal and reflected upon recent events affecting MLP, including that the MLP Board announced on July 27, 2021 that MLP was reducing its

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quarterly cash distribution, that MLP was engaged in a dispute with the charterer of the PGN FSRU Lampung, that MLP had received notice from Parent that the revolving credit line of $85 million with MLP will not be extended when it matures on January 1, 2023 and that Parent would have very limited capacity to extend any additional advances to MLP beyond what was currently drawn under the facility, the recent trading price of Common Units and the timing of Parent’s offer. The Conflicts Committee discussed the diligence process with its advisors, reviewed and provided feedback on a preliminary diligence request list and provided direction to its advisors on issues to consider in connection with the proposed transaction.

On January 21, 2022, the Conflicts Committee met with representatives of Evercore and RLF to receive an update on the status of Evercore’s financial analysis of the proposed transaction and to review initial diligence information provided by management of MLP in response to the Conflicts Committee’s diligence requests, including a financial forecast for MLP provided by management of MLP and a summary of potential outcomes of the arbitration related to the PGN FSRU Lampung.

On January 24, 2022, the Conflicts Committee held a meeting with representatives of Evercore, RLF, Parent, Kirkland, Morgan Stanley and Credit Suisse to discuss the December 4 Proposal. Representatives of Parent presented the December 4 Proposal and explained Parent’s rationale for the December 4 Proposal. Representatives of Parent highlighted that Parent was interested only in acquiring Common Units and was not interested in selling any of its equity interests in MLP or pursuing other strategic alternatives involving MLP.

On January 28, 2022, the Conflicts Committee met with a representative of Evercore and representatives of RLF. Representatives of RLF made a presentation to the Conflicts Committee regarding the duties and responsibilities of the Conflicts Committee in connection with the proposed transaction.

On February 7, 2022, the Conflicts Committee met with representatives of Evercore and RLF to review Evercore’s preliminary financial analysis of the December 4 Proposal. Following a review of Evercore’s preliminary financial analysis, the Conflicts Committee determined to reject the December 4 Proposal and not make a counteroffer of a specific dollar amount per Common Unit at that time but to remain available to discuss taking MLP private if appropriate value is offered to the Unaffiliated Unitholders. The Conflicts Committee directed Evercore to prepare materials to be delivered to Parent summarizing the Conflicts Committee’s response to the December 4 Proposal.

On February 11, 2022, the Conflicts Committee met with representatives of Evercore and RLF to review materials to be delivered to Parent summarizing the Conflicts Committee’s response to the December 4 Proposal. The Conflicts Committee provided feedback on the materials and directed Evercore to provide the materials to representatives of Parent and to discuss such materials with representatives of Parent.

On February 14, 2022, representatives of Evercore, on behalf of the Conflicts Committee, spoke by phone with representatives of Credit Suisse and Morgan Stanley. The representatives of Evercore indicated that the Conflicts Committee would not support the December 4 Proposal at $4.25 per Common Unit but remained available to discuss the transaction at an appropriate value. Evercore provided to Credit Suisse and Morgan Stanley the materials that Evercore had prepared summarizing the Conflicts Committee’s response to the December 4 Proposal.

On February 15, 2022, representatives of Parent and the joint venture spoke by telephone with representatives of Credit Suisse, Morgan Stanley and Kirkland to discuss the response from the Conflicts Committee and the materials shared by Evercore.

On February 15, 2022, the Conflicts Committee met with representatives of Evercore and RLF to receive a summary of the conversation between Evercore, Credit Suisse and Morgan Stanley regarding the Conflicts Committee’s response to the December 4 Proposal.

On February 22, 2022, Ms. Holter contacted Evercore to confirm Parent’s receipt of the Conflicts Committee’s response to the December 4 Proposal.

On March 1, 2022, Ms. Holter contacted Mr. Shaw and a representative of Evercore and requested a meeting involving representatives of Parent and its advisors and the Conflicts Committee and its advisors to discuss the Conflict’s Committee’s response to the December 4 Proposal.

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Following the request on March 1, 2022 from Ms. Holter for a meeting with the Conflicts Committee and its advisors, the Conflicts Committee held a series of discussions regarding the objectives and agenda for a meeting with Parent and its advisors and representatives of Evercore conveyed the Conflicts Committee’s expectations for the meeting to representatives of Credit Suisse and Morgan Stanley.

On March 7, 2022, representatives from Credit Suisse, Morgan Stanley and Evercore spoke by phone to exchange views regarding assumptions related to the Conflicts Committee’s response to the December 4 Proposal.

On March 9, 2022, representatives of Parent and the joint venture, together with representatives from Kirkland, Credit Suisse and Morgan Stanley, met with the Conflicts Committee and representatives of Evercore and RLF to discuss the response from the Conflicts Committee and Parent’s views on the financial projections provided by management of MLP. Following that meeting, the Conflicts Committee met with representatives of Evercore and RLF to discuss the information conveyed by Parent and its advisors. The Conflicts Committee discussed the potential benefits of engaging an industry advisor to provide a perspective to the Conflicts Committee on the outlook for FSRUs considering the threat to the energy security of various countries caused by the Russian invasion of Ukraine, potential re-contracting opportunities for MLP and on the prospects for MLP fleet to compete for those opportunities.

On March 21, 2022, the Conflicts Committee met with representatives of Evercore and RLF to discuss feedback from investors of MLP to the proposed transaction and public disclosures by MLP with respect to the proposed transaction. During the meeting, there was discussion regarding the status of the negotiations among the Conflicts Committee and Parent. After discussion, the Conflicts Committee authorized Mr. Shaw to contact a representative of Parent to discuss the status of negotiations for the proposed transaction, including whether Parent would be making an updated offer.

Following the Conflicts Committee meeting on March 21, 2022, Mr. Shaw contacted Ms. Holter to discuss the status of the negotiations for the proposed transaction and Ms. Holter explained to Mr. Shaw that Parent was in the process of preparing a further explanation regarding its views on the proposed transaction that it would be sending to the Conflicts Committee.

On March 24, 2022, Parent provided a response to the Conflicts Committee, including information provided by Credit Suisse and Morgan Stanley at the direction of Parent and the joint venture in response to Evercore’s materials, to support its December 4 Proposal and highlighted areas of disagreement between methodologies used by Parent and the Conflicts Committee to determine the value of the Common Units subject to the December 4 Proposal.

On March 29, 2022, the Conflicts Committee met with representatives of Evercore and RLF. Representatives of Evercore provided a review of recent development in the FSRU market and stock market performance of the Common Units and shares of certain peer companies since Russia launched an invasion of Ukraine. The Conflicts Committee and its advisors also discussed the status of negotiations for the proposed transaction, including various considerations reflected in information provided by Credit Suisse and Morgan Stanley on March 24, 2022. The Conflicts Committee considered further responding to the December 4 Proposal and engaging Poten & Partners, Inc. (“Poten”) as an industry advisor. The Conflicts Committee reaffirmed its determination to reject the December 4 Proposal and to not make a counteroffer of a specific dollar amount per Common Unit. The Conflicts Committee directed the Evercore representatives to contact representatives of Parent to convey the Conflicts Committee’s affirmation of its view on the December 4 Proposal. The Conflicts Committee also directed Evercore to contact Poten to discuss a potential engagement of Poten as an advisor to the Conflicts Committee.

On March 30, 2022, representatives of Evercore contacted representatives of Morgan Stanley and Credit Suisse and explained that the Conflicts Committee was affirming its rejection of the December 4 Proposal, that the Conflicts Committee was open to alternative proposals from Parent and that the parties may want to consider terminating negotiations if Parent did not make an updated offer.

On March 31, 2022, the Conflicts Committee met with representatives of Evercore and RLF. Representatives of Evercore reported on the conversation with representatives of Morgan Stanley and Credit Suisse on March 30, 2022. The Conflicts Committee and its advisors discussed engaging Poten as an industry advisor to the Conflicts Committee and the Conflicts Committee directed Evercore to contact

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Poten to discuss its engagement and to discuss Poten providing a general market update to the Conflicts Committee. Following the meeting, at the direction of the Conflicts Committee, representatives of Evercore contacted representatives of Poten.

On April 1, 2022, MLP management provided updated financial projections for MLP to the MLP Board with multiple scenarios.

On April 4, 2022, the Conflicts Committee met with representatives of Evercore, RLF and Poten. During the meeting, Poten representatives provided their general views on MLP’s industry and MLP’s assets in light of recent events, including the Russian-Ukraine conflict.

On April 6, 2022, the Conflicts Committee met with representatives of Parent to discuss the proposed transaction. The Conflicts Committee affirmed its rejection of the December 4 Proposal and that it was open to alternative proposals from Parent.

On April 12, 2022, Parent delivered a revised proposal (the “April 12 Proposal”) to the Conflicts Committee reflecting a per Common Unit price of $8.00 for each Common Unit held by Unaffiliated Unitholders. The April 12 Proposal highlighted a number of changes in the market and MLP’s business since the December 4 Proposal, including war in Ukraine, volatility in prices and near-term increased day-rates for uncontracted vessels that meet specifications, increased cost inflation (resulting in higher operating expense), rising interest rates and updated management projections.

Later on April 12, 2022, the Conflicts Committee met with a representative of Evercore and representatives of RLF. The Conflicts Committee and its advisors discussed, among other things, initial reactions to the April 12 Proposal, the process for engaging Poten as an advisor to the Conflicts Committee to provide, among other things, a perspective to the Conflicts Committee on potential re-contracting opportunities for MLP and on the prospects for the MLP fleet to compete for those opportunities, and the updated financial projections for MLP prepared by management. The Conflicts Committee affirmed that Poten should be engaged in connection with the Conflicts Committee’s review of the proposed transaction and determined to request a meeting with MLP management to review the updated MLP financial projections.

On April 12, 2022, following the Conflicts Committee meeting, Credit Suisse and Morgan Stanley, at the direction of Parent and the joint venture, provided additional information regarding the April 12 Proposal.

On April 13, 2022, the Conflicts Committee met with representatives of Evercore and a representative of RLF. During the meeting, the Conflicts Committee reviewed various considerations reflected in the information provided by Credit Suisse and Morgan Stanley regarding the April 12 Proposal. Representatives of Evercore presented information regarding the recent initial public offering by Excelerate Energy and Evercore’s preliminary financial analysis of the April 12 Proposal. The Conflicts Committee determined to finalize its engagement with Poten. The terms of an engagement with Poten were subsequently confirmed by written agreement.

On April 14, 2022, the Conflicts Committee met with representatives of Evercore, RLF and management of MLP to discuss the revised MLP financial projections prepared by management of MLP and the changes thereto relative to the initial MLP financial projections prepared by management of MLP. Management representatives also provided their perspectives on potential re-contracting opportunities for MLP and on the prospects for the MLP fleet to compete for those opportunities.

On April 15, 2022, Ms. Holter and Mr. Shaw discussed the timing of a potential response from the Conflicts Committee to the April 12 Proposal. Ms. Holter informed Mr. Shaw that Parent did not have much room to negotiate higher than its April 12 Proposal and re-affirmed that Parent was not interested in pursuing strategic alternatives involving MLP other than the proposed transaction.

On April 18, 2022, the Conflicts Committee met with representatives of Evercore and a representative of RLF. Mr. Shaw reported on his conversation with Ms. Holter on April 15, 2022.

On April 21, 2022, MLP management provided to the MLP Board a summary of the market development following increasing interest for FSRUs from European countries, advising that several European countries are looking for FSRUs with high regasification send-out capacity, and that northern

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European countries would also want FSRUs that are capable of operating in closed loop mode in the winter season. As MLP’s assets are all employed on long-term contracts, MLP would not be able to offer any FSRUs to European countries. Management also advised that to the extent the PGN FSRU Lampung would become available for redeployment, it would likely need significant upgrade and modification to be redeployed in that region being the asset in MLP’s fleet with the lowest regasification send-out capacity and being incapable of operating in closed loop mode during the winter.

On April 22, 2022, Kirkland delivered an initial draft of the Merger Agreement to RLF. The initial draft of the Merger Agreement, among other things: (1) provided that MLP and its representatives, including the Conflicts Committee, could not solicit competing proposals for alternative transactions; (2) provided for a number of representations and warranties to be made by MLP regarding operational aspects of MLP’s business; (3) conditioned the consummation of the Merger on the receipt of Unitholder Approval; (4) allowed the Conflicts Committee to make an adverse recommendation change only in response to certain intervening events; (5) required MLP to submit the Merger Agreement to a vote at a special meeting even if the Conflicts Committee made an adverse recommendation change; and (6) included a termination fee to be paid by MLP to Parent under certain circumstances.

On May 2, 2022, the Conflicts Committee met with representatives of Evercore, RLF and Poten. Representatives of Poten presented a draft FSRU market assessment, a FSRU charter market and technical evaluation and an assessment of liquidity projections for MLP under various scenarios. On May 6, 2022, Poten finalized its reports for the Conflicts Committee. Following the meeting and the finalization of Poten’s report, over the course of the following weeks, the Conflicts Committee, Poten and Evercore continued to have discussions and Poten further refined its views and its advice to the Conflicts Committee.

On May 9, 2022, the MLP Board received an unsolicited letter from New Fortress Energy (“NFE”) which included a non-binding proposal to purchase all outstanding Common Units for $12.00 per Common Unit (the “Unsolicited Proposal”). The Unsolicited Proposal was contingent upon the restructuring or termination of the existing management and administrative service agreements between Parent and MLP, as well as the completion of satisfactory due diligence, negotiation of definitive agreements and a period of exclusivity.

During the week of May 9, 2022, the Conflicts Committee, the MLP Board and representatives of Parent discussed the Unsolicited Proposal. Representatives of Parent orally reaffirmed that Parent is not interested in selling any of its equity interests in MLP and did not support MLP engaging with NFE on the Unsolicited Proposal. Representatives of Parent requested a response from the Conflicts Committee to Parent’s April 12 Proposal on value and terms of the proposed Merger Agreement.

On May 10, 2022, the Conflicts Committee met with representatives of Evercore and RLF to discuss the Unsolicited Proposal. The Conflicts Committee discussed, among other things, the terms of the Unsolicited Proposal, the impact of the Unsolicited Proposal on the April 12 Proposal and the terms of the Partnership Agreement that required Parent’s consent in order for MLP to accept the Unsolicited Proposal, including as a result of Parent’s ownership of approximately 45% of the Common Units.

On May 16, 2022, the Conflicts Committee met with representatives of Evercore and RLF. Representatives of RLF presented materials regarding the terms of the proposed Merger Agreement including, among other things (i) the lack of a majority of the Unaffiliated Unitholders voting condition, (ii) the requirement that the MLP Board recommend that the holders of Common Units approve the Merger, the circumstances under which such recommendation could be changed and the potential effects that a change in recommendation may have under the proposed Merger Agreement, and (iii) the circumstances constituting a “Material Adverse Effect” under the Merger Agreement. Representatives of Evercore presented Evercore’s preliminary financial analysis of the April 12 Proposal. The Conflicts Committee determined that, subject to further confirmation that Parent was not considering the Unsolicited Proposal, the Conflicts Committee would respond to the April 12 Proposal with a counteroffer that the Unaffiliated Unitholders receive $11.00 per Common Unit and that the Merger be conditioned upon receiving the approval of a majority of the Common Units held by Unaffiliated Unitholders (the “May 16 Response”).

Later on May 16, 2022, Mr. Shaw contacted Ms. Holter and requested formal feedback from Parent on the Unsolicited Proposal before the Conflicts Committee would share a counteroffer to Parent’s April 12 Proposal.

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On May 17, 2022, the Conflicts Committee met with representatives of Evercore and RLF to review potential changes to the draft merger agreement and to discuss the process for responding to the April 12 Proposal, including the request for formal feedback from Parent on the Unsolicited Proposal.

Later on May 17, 2022, Ms. Holter informed Mr. Shaw, in writing, that Parent was not interested in selling any of its equity interests in MLP and did not support MLP engaging with NFE on the Unsolicited Proposal. Following such communication, Mr. Shaw informed Ms. Holter of the May 16 Response. RLF then sent a revised draft of the Merger Agreement to Kirkland. This draft of the Merger Agreement, among other things: (1) deleted a number of representations and warranties to be made by MLP; (2) conditioned the consummation of the Merger on the receipt of approval by holders of a majority of the Common Units held by Unaffiliated Unitholders (a “Majority of the Unaffiliated Unitholders Condition”) rather than holders of a majority of all outstanding Common Units, including those held by Parent; (3) allowed the Conflicts Committee to make an adverse recommendation change, but removed the requirement that such adverse recommendation change be in response to intervening events; (4) deleted the requirement for MLP to submit the Merger Agreement to a vote at a special meeting even if the Conflicts Committee made an adverse recommendation change; (5) removed the termination fee to be paid by MLP to Parent; (6) required Parent to enter into a voting and support agreement in connection with the entry into the Merger Agreement; and (7) narrowed the definition of a material adverse effect that could give rise to a right of Parent to fail to close the proposed transaction.

On May 18, 2022, Parent rejected the May 16 Proposal and Ms. Holter contacted Mr. Shaw and informed him that Parent planned to withdraw its proposal. Mr. Shaw asked Ms. Holter to provide the parties more time to discuss Parent’s April 12 Proposal prior to withdrawing the April 12 Proposal.

On May 19, 2022, Ms. Holter discussed further with Mr. Shaw Parent’s intention to withdraw its April 12 Proposal.

On May 20, 2022, Mr. Shaw, Ms. Holter and advisors to the Conflicts Committee and Parent exchanged emails and phone calls regarding the potential withdrawal of the April 12 Proposal, and Parent agreed to give the Conflicts Committee and its advisors approximately 48 hours to further consider the April 12 Proposal before withdrawing the proposal. During the discussions, representatives of Parent indicated that Parent would not accept a proposal that included a Majority of the Unaffiliated Unitholders Condition or a proposal where the consideration was a dollar amount per Common Unit that did not start with an eight.

Later on May 20, 2022, the Conflicts Committee met with representatives of Evercore and RLF. During the meeting, there was discussion regarding, among other things, the status of negotiations with Parent, views on the outlook for MLP in the event the Merger was not consummated and potential counteroffers to the April 12 Proposal.

On May 21, 2022, the Conflicts Committee met with representatives of Evercore and RLF. During the meeting, the Evercore representatives presented Evercore’s preliminary financial analysis of the Common Units and explained updates that had been made since Evercore’s prior presentation. The Conflicts Committee considered Evercore’s presentation and determined to propose that the Unaffiliated Unitholders receive $9.50 in cash per Common Unit with no Majority of the Unaffiliated Unitholders Condition (the “May 21 Committee Proposal”). The Conflicts Committee directed the Evercore representatives to present the May 21 Committee Proposal to the financial advisors to Parent.

Later on May 21, 2022, representatives of Evercore communicated the May 21 Committee Proposal to representatives of Credit Suisse and Morgan Stanley. Parent responded with a “best-and-final” offer of $9.25 per Common Unit, including a majority of all outstanding Common Units voting standard (the “May 21 Parent Proposal”).

Later on May 21, 2022, the Conflicts Committee met with representatives of Evercore and RLF. The Conflicts Committee determined that, subject to the satisfactory negotiation of the Merger documents, that it would be in the best interests of MLP and the Unaffiliated Unitholders to accept the May 21 Parent Proposal.

On May 22, 2022, Kirkland sent a revised draft of the Merger Agreement and a draft of the Support Agreement to RLF, pursuant to which Parent agreed, among other things, to vote all of its Common Units

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in favor of the Merger Agreement at the Special Meeting. The draft Merger Agreement (1) conditioned the consummation of the Merger on the receipt of Unitholder Approval in accordance with the May 21 Parent Proposal; (2) required MLP to submit the Merger Agreement to a vote at a special meeting even if the Conflicts Committee made an adverse recommendation change; (3) allowed the Conflicts Committee to make an adverse recommendation change only in response to certain intervening events; and (4) made an additional change to the “Material Adverse Effect” definition.

On May 23, 2022, management of Parent caused Merger Sub to be formed under the laws of the Marshall Islands, with Parent as the sole member.

Also on May 23, 2022, the Conflicts Committee met with representatives of Evercore and RLF to discuss the Merger Agreement and the Support Agreement. The RLF representatives explained the Merger Agreement changes and the Support Agreement. The Conflicts Committee determined to accept that the Merger Agreement be submitted to a vote at a special meeting even if the Conflicts Committee made an adverse recommendation change but to reject the provisions limiting the Conflicts Committee’s ability to make an adverse recommendation change in response to an intervening event and to reject the expanded definition of “Material Adverse Effect.”

Later on May 23, 2022, representatives of RLF and Kirkland met telephonically to discuss the Merger Agreement, including the definition of “Material Adverse Effect” and the other matters discussed at the Conflicts Committee’s meeting earlier that day. Kirkland subsequently sent a further revised draft of the Merger Agreement to RLF. Kirkland’s revised draft of the Merger Agreement delivered to RLF (1) removed the requirement that the Conflicts Committee make an adverse recommendation change only in response to an intervening event; and (2) made additional changes to the “Material Adverse Effect” definition.

On May 23, 2022 and May 24, 2022, the Conflicts Committee held a series of meetings with representatives of Evercore and RLF to discuss the potential situations that could give rise to a Material Adverse Effect under the Merger Agreement.

On May 24, 2022, based on discussions among representatives of Parent and the Conflicts Committee and their respective legal advisors, Kirkland sent an updated draft of the Merger Agreement to RLF, which further revised the wording of the “Material Adverse Effect” definition. The Conflicts Committee accepted the change and the proposed execution version of the Merger Agreement.

Later on May 24, 2022, the Conflicts Committee met with representatives of Evercore and RLF. Representatives of Evercore presented Evercore’s financial analysis with respect to the Common Units and representatives of RLF presented an overview and update with respect to the terms of the Merger Agreement and the Support Agreement. Following the Evercore and RLF presentations, representatives of Evercore then rendered to the Conflicts Committee Evercore’s oral opinion, subsequently confirmed by delivery of a written opinion dated May 24, 2022, that, as of May 24, 2022 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration to be received by the holders of the Common Units other than the Sponsor Entities and their affiliates in the Merger was fair, from a financial point of view, to MLP and to such holders. Also, at this meeting, the Conflicts Committee (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval (as defined in the Partnership Agreement)), (iii) recommended to the MLP Board that the MLP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended to the MLP Board that the MLP Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

Following the Conflicts Committee meeting on May 24, 2022, the MLP Board met with representatives of Baker Botts L.L.P. (“Baker Botts”), RLF and Evercore in attendance. Mr. Shaw reported to the MLP Board on the process undertaken by the Conflicts Committee to evaluate the proposed transaction and reported that the Conflicts Committee had adopted resolutions approving the proposed transaction. The MLP Board then, acting upon the recommendation of the Conflicts Committee, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the

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best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

On May 25, 2022, the Parent Board, by unanimous vote, (i) determined that the Transaction Documents (as defined below) and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Transaction Documents, were in the best interests of Parent, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Transaction Documents, and (iii) passed resolutions approving and adopting the Transaction Documents and the transactions contemplated thereby, including the Merger.

Also on May 25, 2022, Parent, in its capacity as the sole member of the General Partner and Merger Sub, by separate written consents, determined that the Transaction Documents and the transactions contemplated thereby, including the Merger, were in the best interests of the General Partner and Merger Sub and declared it advisable to enter into the Transaction Documents and approved the adoption of the Transaction Documents, the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.

Also on May 25, 2022, the General Partner Board, by written consent, (i) determined that the Transaction Documents and the transactions contemplated thereby, including the Merger, were in the best interests of the General Partner and declared it advisable to consent to and enter into the Transaction Documents and (ii) consented to and approved the Transaction Documents and the transactions contemplated thereby, including the Merger.

On the morning of May 25, 2022, the Merger Agreement was executed by the parties pursuant to which Parent would acquire, for cash, through a wholly owned subsidiary of Parent, all Common Units held by Unaffiliated Unitholders for $9.25 per Common Unit. The revised price represented an increase of $5 when compared to the offer of $4.25 per publicly held Common Unit made by Parent on December 4, 2021. After execution, each of Parent and MLP issued a press release announcing entry into the Merger Agreement.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by a majority of the members of the Conflicts Committee constitutes Special Approval. Under Section 7.16(a) of the Partnership Agreement, whenever a potential conflict of interest exists or arises, such as consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, any resolution or course of action in respect of such conflict of interest will be permitted and deemed approved by all of the partners of MLP, and will not constitute a breach of the Partnership Agreement or any other agreement contemplated by the Partnership Agreement or the organizational documents of any of MLP’s subsidiaries or of any duty stated or implied by law or equity, if the resolution or course of action is approved by Special Approval.

Under Section 7.16(b) of the Partnership Agreement, whenever the General Partner makes a determination or takes or declines to take any other action, or any affiliate of the General Partner causes the General Partner to do so, in its capacity as the general partner of MLP as opposed to its individual capacity, then unless another express standard is provided for in the Partnership Agreement, the General Partner, or such affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards imposed by the Partnership Agreement or any other agreement contemplated by the Partnership Agreement or the organizational documents of any of MLP’s subsidiaries or under applicable law.

Whenever the MLP Board makes a determination or takes or declines to take any other action under the Partnership Agreement, then, unless another express standard is provided for in the Partnership Agreement, the MLP Board shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards imposed by the Partnership Agreement

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or under applicable Marshall Islands law. In order for a determination or other action to be in “good faith” for purposes of the Partnership Agreement, the MLP Board, in making such determination or taking or declining to take such other action, must believe that the determination or other action is in the best interests of MLP, unless the context otherwise requires.

Under Section 7.17(b) of the Partnership Agreement, the MLP Board may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by the MLP Board, and any act taken or omitted to be taken in reliance upon the advice or opinion of such persons as to matters that the MLP Board reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted to be done in good faith and in accordance with such advice or opinion.

Recommendation of the Conflicts Committee and the MLP Board; Reasons for Recommending Approval of the Merger Proposal

The Conflicts Committee

The Conflicts Committee consists of three directors who meet the requirements for membership on the Conflicts Committee set forth in the Partnership Agreement: Robert Shaw, David Spivak and Kathleen McAllister. The Conflicts Committee retained RLF as its legal counsel, Evercore as its financial advisor and Poten & Partners, Inc. (“Poten”) to provide consulting services on the market outlook for LNG carriers and FSRUs and for the vessels in MLP’s fleet. The Conflicts Committee oversaw the performance of due diligence by its advisors, conducted a review and evaluation of Parent’s proposal and conducted negotiations with Parent and its representatives with respect to the Merger Agreement and the Support Agreement and the transactions contemplated thereby.

The Conflicts Committee considered the benefits of the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, as well as the associated risks, and on May 24, 2022, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders; (2) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; (3) recommended to the MLP Board that the MLP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger; and (4) recommended that the MLP Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

Reasons for the Conflicts Committee’s Recommendation

The Conflicts Committee consulted with its advisors and considered many factors in making its determination and approval and the related recommendations to the MLP Board. The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approval and the related recommendations to the MLP Board:

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The merger consideration of $9.25 per Common Unit is an all-cash amount, which the Conflicts Committee believed provided greater value to the Unaffiliated Unitholders than the long-term value of MLP as a publicly traded partnership, after taking into account the risks and challenges facing MLP’s current business and financial prospects.

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The Conflicts Committee’s belief that $9.25 per Common Unit was the highest price per Common Unit that Parent would be willing to pay at the time of the Conflicts Committee’s determination and grant of “Special Approval.”

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The financial analysis and oral opinion of Evercore, subsequently confirmed by delivery of a written opinion dated May 24, 2022, that, as of May 24, 2022 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration to be received by the holders of the Common Units other than the Sponsor Entities and their affiliates in the Merger was fair, from a financial point of view, to MLP and to such holders, as more fully described below in the section entitled “— Opinion of the Financial Advisor to the Conflicts Committee” beginning on page 45.

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The current and historical trading prices of the Common Units, including that the consideration of $9.25 to be paid for each Common Unit constitutes:

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a 35.0% premium to the price per Common Unit on May 24, 2022 (the last trading day prior to the approval of the Merger Agreement);

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a 39.2% premium to the volume-weighted average price (“VWAP”) of the Common Units for the 30-day period ending on May 24, 2022 (the last trading day prior to the approval of the Merger Agreement); and

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a 135.4% premium to the price per Common Unit on December 3, 2021 (the last trading day prior to Parent’s public announcement of its proposal of the buy-in offer).

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The Conflicts Committee’s belief that the merger consideration would provide certainty, immediate liquidity and greater assured value for the Unaffiliated Unitholders than the long-term value of MLP on a status quo basis.

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The challenges to MLP’s ability to acquire additional projects resulting from the fact that certain first offer rights in the omnibus agreement between MLP and Parent were terminated as a result of Parent’s amalgamation transaction with MSIP, as a result of which Parent is now expressly permitted to compete with MLP. As provided in its proposal letter dated December 3, 2021, Parent has stated that it does not intend to execute any further dropdowns to MLP of additional vessels or equity interests in entities that own vessels.

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The reduction in MLP’s financial flexibility resulting from (i) the fact that MLP has received notice from Parent in July 2021 that the revolving credit line established at the time of MLP’s initial public offering will not be extended when it matures on January 1, 2023, (ii) the need to repay outstanding balances on the credit line by January 1, 2023, (iii) challenges to MLP in securing a reasonably priced replacement credit line from third parties, and (iv) a high cost of capital, with a particularly high cost of equity capital.

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The analysis of Poten provided to the Conflicts Committee regarding the FSRU market, the technical specifications and competitiveness of MLP’s current fleet, and its independent views on forecasted re-chartering rates for MLP’s vessels, taking into account MLP’s vessel specifications and capabilities, and costs for potential upgrades to MLP’s vessels.

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The risks to MLP’s future cash flows resulting from the notice of arbitration from the charterer of the PGN FSRU Lampung seeking to declare the lease and maintenance agreement related to the PGN FSRU Lampung null and void, and/or terminate such agreement, and/or seek damages recognizing that (i) the PGN FSRU Lampung charter accounts for approximately 31% of MLP revenues and 37% of EBITDA, (ii) the pendency of the arbitration proceedings presents a potential disruption to MLP’s overall business, (iii) the arbitration proceedings are not expected to be resolved in the near-term, and (iv) even in the event that the outcome of the arbitration is favorable to MLP, concessions may need to be made with the charterer of the PGN FSRU Lampung.

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If the current charter of the PGN FSRU Lampung is declared null and void or terminated, or such charterer were to default in payment of hire, MLP may face challenges and direct and indirect costs redeploying the vessel as a result of certain technical limitations of the vessel.

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The Merger is not subject to a financing commitment.

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The Merger is not subject to additional due diligence.

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The terms of the Merger Agreement, principally:

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Parent’s representation that it has sufficient funds to pay the merger consideration and all other cash amounts payable pursuant to the Merger Agreement;

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The limited representations and warranties provided by MLP with respect to its business and assets;

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Provisions permitting the Conflicts Committee to make an adverse recommendation change if the Conflicts Committee determines in good faith (after consultation with its outside legal counsel)

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that a failure to effect an adverse recommendation change would be adverse to the interests of the Unaffiliated Unitholders or would otherwise be a breach of the Conflicts Committee’s duties under the Partnership Agreement and applicable law;

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Provisions restricting the removal of the members of the Conflicts Committee between signing of the Merger Agreement and closing of the Merger; and

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Provisions requiring the consent of the Conflicts Committee to amendments to the Merger Agreement.

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The fact that Parent, which owns approximately 45.7% of the Common Units, is in support of the Merger and has entered into a support agreement pursuant to which it has agreed to, among other things, vote the Common Units owned by it in favor of the transactions contemplated by the Merger Agreement, including the Merger.

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The terms and conditions of the Merger were determined through arm’s-length negotiations between the Conflicts Committee and Parent and their respective representatives and advisors.

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The Conflicts Committee’s engagement of financial and legal advisors with knowledge and experience with respect to public merger and acquisition transactions, master limited partnerships, MLP’s industry generally, and MLP particularly, as well as substantial experience advising master limited partnerships and other companies with respect to transactions similar to the Merger.

In addition, the Conflicts Committee considered the following factors to be potentially negative or unfavorable in arriving at its determination and approval and the related recommendations to the MLP Board:

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The Conflicts Committee was not authorized to and consequently did not conduct an auction process or other solicitation of interest from third parties for the acquisition of MLP. Further, Parent owns approximately 45.7% of MLP’s outstanding Common Units and the general partner interest in MLP and informed MLP that it is interested only in acquiring Common Units of MLP and is not interested in selling any of its equity interests in MLP or pursuing other strategic alternatives involving MLP. Consequently, it was not possible for the Conflicts Committee to conduct a process to solicit interest in the acquisition of assets or control of MLP.

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The proposal letter to MLP from NFE offering $12.00 per Common Unit for 100% of MLP’s outstanding Common Units (including the Common Units not held by Parent and its affiliates) (the “NFE proposal”) indicating that a third party might be willing to pay more than the $9.25 per Common Unit that Parent agreed to pay for each Common Unit held by Unaffiliated Unitholders, recognizing that (i) Parent had indicated throughout the process that it was only interested in acquiring Common Units and was not interested in selling any of its equity interests in MLP or pursuing other strategic alternatives involving MLP, (ii) the MLP Board requested that Parent report on its willingness to consider the NFE proposal and Parent responded by reiterating that it is not a seller of any of its equity interests in MLP and does not support MLP engaging with NFE with respect to the NFE proposal, (iii) the Partnership Agreement contemplates that Parent may refuse to consider such proposal free of any fiduciary duty to MLP, (iv) the NFE proposal was subject to due diligence to provide a final and binding proposal, and (v) the proposal was subject to termination of existing management and administrative services agreements between MLP and Parent.

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The risks associated with the potential that an MLP Material Adverse Effect could occur between the signing of the Merger Agreement and the closing of the Merger.

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The fact that, following the Merger, MLP’s existing Unaffiliated Unitholders will not participate in MLP’s potential future earnings or growth.

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The Common Units have, in the past, traded at levels that exceed the merger consideration of $9.25 per Common Unit that each Unaffiliated Unitholder will be entitled to receive in the Merger.

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The Merger is not subject to the approval by a majority of MLP’s outstanding Common Units held by Unaffiliated Unitholders, as a result, the requisite vote to approve the Merger will be obtained if only a majority of the outstanding Common Units, including the outstanding Common Units owned by Parent and its affiliates, vote in favor of the Merger.

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The Merger is expected to be taxable to Unaffiliated Unitholders.

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While the Conflicts Committee expects that the Merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied, and thus it is possible that the Merger may not be completed in a timely manner or at all. If the Merger is not completed, it could result in a disruption to the business of MLP and a decline in the trading price of the Common Units.

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Certain terms of the Merger Agreement, principally:

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Provisions requiring MLP to submit the Merger Agreement to a vote of the Common Unitholders (even if the Conflicts Committee has made an adverse recommendation change), unless the Merger Agreement has been validly terminated;

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The restrictions on MLP’s ability to solicit or respond to competing proposals; and

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The Common Unitholders are not entitled to dissenters’ or appraisal rights with respect to the Merger under the Partnership Agreement or the laws of the Republic of the Marshall Islands.

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The risk that litigation may occur in connection with the Merger and any such litigation may result in significant costs and a diversion of management’s focus.

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The members of MLP’s management and the directors of MLP may have interests in the Merger that are different from, or in addition to, the interests of the Unaffiliated Unitholders.

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the Merger outweighed the negative factors it considered.

The MLP Board

The MLP Board consists of seven members, three of whom were appointed by the General Partner. John V. Veech, Timothy Faries and Kathleen McAllister were appointed by the General Partner and serve for terms as determined by the General Partner. On June 9, 2022, Tonesan Amissah resigned from the MLP Board and Timothy Faries was appointed by the General Partner to replace Ms. Amissah. Carlo Ravizza, Alberto Donzelli, David Spivak and Robert Shaw are divided into four classes serving staggered terms. Mr. Donzelli is designated as our Class I elected director and will serve until our annual meeting of unitholders in 2023. Mr. Shaw is designated as our Class II elected director and will serve until our annual meeting of unitholders in 2024. Mr. Spivak is designated as our Class III elected director and will serve until our annual meeting of unitholders in 2025. Mr. Ravizza is designated as our Class IV elected director and will serve until our annual meeting of unitholders in 2026.

Some of the directors may have different interests in the Merger than the Unaffiliated Unitholders. For a complete discussion of these and other interest of the members of the MLP Board in the Merger, see “— Interests of the Directors and Executive Officers of MLP in the Merger.” Because of such possible and actual conflicts of interests, in resolutions approved by the MLP Board on December 6, 2021, the MLP Board authorized, empowered and directed the Conflicts Committee to (1) review and evaluate the terms and conditions of the proposed transaction and related agreements on behalf of MLP and the Unaffiliated Unitholders, (2) negotiate, or delegate to any person or persons the authority to negotiate, the terms and conditions of the proposed transaction and related agreements with the General Partner and its affiliates (including Parent) and their representatives, (3) approve, or determine not to approve, the proposed transaction and related agreements, any such approval to constitute Special Approval pursuant to Section 7.16(a) of the Partnership Agreement, (4) recommend to the MLP Board that the proposed transaction and related agreements be approved or not approved, any such recommendation to approve the proposed transaction and related agreements to constitute Special Approval pursuant to Section 7.16(a) of the Partnership Agreement,

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or determine not to make any recommendation regarding the proposed transaction to the MLP Board, and (5) determine whether the proposed transaction and related agreements were in the best interests of MLP, including the Unaffiliated Unitholders.

On May 24, 2022, the Conflicts Committee (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval as defined in the Partnership Agreement), (iii) recommended to the MLP Board that the MLP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended to the MLP Board that the MLP Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

On May 24, 2022, the MLP Board, acting upon the recommendation of the Conflicts Committee, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders. The MLP Board recommends that the Common Unitholders vote in favor of the Merger Proposal.

In determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interest of MLP and the Unaffiliated Unitholders,and recommending that Common Unitholders vote in favor of the Merger Proposal, the MLP Board considered a number of factors, including the following material factors:

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the recommendation of the Conflicts Committee; and

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the factors considered by the Conflicts Committee, including the material factors considered by the Conflicts Committee described under “— The Conflicts Committee” above.

In doing so, the MLP Board expressly adopted the analysis of the Conflicts Committee, which is discussed above.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the MLP Board in considering the Merger. In view of the various factors and information considered, the MLP Board did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the MLP Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was determinative of its ultimate determination, and individual members of the MLP Board may have given different weights to different factors. The MLP Board made its recommendation based on the totality of information presented to, and the investigation conducted by, the MLP Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The MLP Board recommends that the Common Unitholders vote “FOR” the approval of the Merger Agreement and that Common Unitholders vote “FOR” the adjournment of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement at the time of the Special Meeting.

Opinion of the Financial Advisor to the Conflicts Committee

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the Common Units other than the Sponsor Entities and their affiliates in the Merger was fair, from a financial point of view, to MLP and to such holders.

The full text of the written opinion of Evercore, dated as of May 24, 2022, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated by reference in its entirety into this proxy statement. You are urged to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of Common Units should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to MLP, nor does it address the underlying business decision of MLP to engage in the Merger.

In connection with rendering its opinion Evercore, among other things:

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reviewed certain publicly available business and financial information relating to MLP that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

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reviewed certain internal projected financial data relating to MLP, reflecting seven management cases (referred to in this section as the “Management Cases”), in each case prepared and furnished to Evercore by management of MLP as approved for Evercore’s use by the Conflicts Committee (referred to in this section as the “Forecasts”);

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reviewed certain third-party charter free vessel appraisals of the vessels of MLP furnished to Evercore by management of MLP as approved for Evercore’s use by the Conflicts Committee (referred to in this section as the “Appraisals”);

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reviewed certain reports prepared for the Conflicts Committee by Poten & Partners, Inc.;

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discussed with the Conflicts Committee and management of MLP their assessment of the past and current operations of MLP, the current financial condition and prospects of MLP, and the Forecasts under each of the Management Cases;

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reviewed the reported prices and the historical trading activity of the Common Units;

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compared the financial performance of MLP and its stock market trading multiples with those of certain other publicly traded master limited partnerships and other companies that Evercore deemed relevant;

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compared the financial performance of MLP and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

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reviewed the financial terms and conditions of a draft, dated May 24, 2022, of the Merger Agreement; and

•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of MLP that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed, with the consent of the Conflicts Committee, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of MLP as to the future financial performance of MLP under each of the Management Cases, as applicable, and that each of the Management Cases reflects the good faith judgment of management as to a reasonably likely alternative with respect to the matters reflected therein. Evercore expressed no

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view as to the Forecasts or the Appraisals, or the assumptions on which they were based, as applicable, including the assumptions reflected in the Management Cases. Evercore relied, at the direction of the Conflicts Committee, without independent verification, upon the assessments of the management of MLP as to the future operational performance of MLP, including but not limited to, charter revenues, commissions, operating expenses, administrative expenses and other fees and expenses.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on MLP or the consummation of the Merger or reduce the contemplated benefits to the holders of Common Units of the Merger. The credit, financial and stock markets have been experiencing unusual volatility and Evercore expressed no opinion or view as to any potential effects of such volatility on MLP, Parent or the Merger.

Evercore did not conduct a physical inspection of the properties, facilities or vessels of MLP and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of MLP, nor was Evercore furnished with any such valuations or appraisals (other than the Appraisals), nor did Evercore evaluate the solvency or fair value of MLP or any of its vessels under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated by Evercore on the date of its opinion. Subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to MLP and to the holders of the Common Units (other than the Sponsor Entities and their affiliates), from a financial point of view, of the merger consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of MLP, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of MLP, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to MLP, nor did it address the underlying business decision of MLP to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of Common Units or any business combination or other extraordinary transaction involving MLP. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of Common Units should vote or act in respect of the Merger. Evercore does not express any opinion as to the prices at which Common Units would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on MLP or the Merger or as to the impact of the Merger on the solvency or viability of MLP or the ability of MLP to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by MLP and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Conflicts Committee on May 24, 2022 in connection with rendering its opinion to the Conflicts Committee. Each

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analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 24, 2022, and is not necessarily indicative of current market conditions.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand-alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analysis

Charter Free Net Asset Value

Evercore reviewed and compared the merger consideration of $9.25 per Common Unit to an estimate of MLP’s net asset value (referred to in this section as “NAV”) determined by using the average value per vessel reflected in the Appraisals. After adjusting the appraisal values for two non-wholly owned vessels to reflect MLP’s 50% ownership in each such vessel, Evercore’s calculation resulted in an average appraisal value for the entire fleet of approximately $1,068 million. After adjusting for debt, cash, net working capital, in each case as of March 31, 2022, as provided by MLP’s management, and the market value of MLP’s preferred equity as of May 23, 2022, Evercore calculated an estimated NAV for MLP of $386.5 million. Based on the foregoing and the number of outstanding Common Units as of May 23, 2022, as provided by MLP management, and after applying a 5% premium and discount to the average appraisal value, Evercore’s calculation resulted in a range of implied NAV per Common Unit of $9.98 to $13.18.

Discounted Cash Flow Analysis — Useful Life Methodology

Evercore performed a series of discounted cash flow analyses to calculate ranges of implied present values for the Common Units based on the Forecasts under each of the Management Cases. Evercore estimated the present value of the unlevered free cash flows that MLP’s vessels were forecasted to generate over their estimated 35-year useful lives, based on the Forecasts and other information provided by MLP management, and utilizing certain assumptions provided by MLP management under each of the Management Cases. For each discounted cash flow analysis performed under each of the Management Cases, the unlevered free cash flows were then discounted to present value as of March 31, 2022, using a range of discount rates of 8.0% to 9.0%, based on MLP’s weighted average cost of capital, as estimated by Evercore based on the capital asset pricing model, to derive a range of implied enterprise values for MLP. Based on these ranges of implied enterprise values, after adjusting for debt and cash as of March 31, 2022 and the market value of MLP’s preferred equity as of May 23, 2022, and dividing the result by the outstanding number of Common Units of MLP as of May 23, 2022, as provided by MLP management, the discounted cash flow analyses utilizing the useful life methodology resulted in a range of implied equity values per Common Unit of $3.49 to $9.98, based on the high and low midpoints of the implied equity value ranges estimated under each of the Management Cases, as compared to the merger consideration of $9.25 per Common Unit.

Peer Group Trading Analysis

Evercore reviewed and compared certain financial information of MLP to corresponding financial multiples and ratios for the following master limited partnerships and LNG shipping companies (referred to in this section as the “Selected Peers”):

•

Flex LNG Ltd.

•

KNOT Offshore Partners LP

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•

Capital Product Partners L.P.

•

GasLog Partners LP

•

Dynagas LNG Partners LP

•

Excelerate Energy, Inc.

Although none of the Selected Peers is directly comparable to MLP, Evercore selected these partnerships and companies because they are publicly-traded master limited partnerships and LNG shipping companies that Evercore, in its professional judgment and experience, considered generally relevant to MLP for purposes of its financial analyses.

For each of the Selected Peers, Evercore calculated the following trading multiples:

•

Enterprise value (defined as equity market capitalization plus total debt plus non-controlling interests, less cash and cash equivalents) as a multiple of estimated calendar year 2022 EBITDA (referred to in this section as “Enterprise Value / 2022 EBITDA”);

•

Enterprise value as a multiple of estimated calendar year 2023 EBITDA (referred to in this section as “Enterprise Value / 2023 EBITDA”); and

•

Price per share as a multiple of estimated net asset value (referred to in this section as “Price / NAV”).

The results of these calculations are as follows:

Multiple

Mean

Median

Enterprise Value / 2022 EBITDA

8.5x

8.4x

Enterprise Value / 2023 EBITDA

8.0x

7.9x

Price / NAV

0.85x

N/A

Based on the multiples it derived for the Selected Peers and based on its professional judgment and experience, Evercore applied an Enterprise Value / 2022 EBITDA multiple reference range of 7.0x to 9.0x to MLP’s estimated EBITDA in fiscal year 2022, and an Enterprise Value / 2023 EBITDA multiple reference range of 6.5x to 8.5x to MLP’s estimated EBITDA in fiscal year 2023, in each case, based on the Forecasts, to derive ranges of implied enterprise values of MLP. Based on these ranges of implied enterprise values, after adjusting for debt, accumulated profits of joint ventures, and cash as of March 31, 2022, as provided by MLP management, and the market value of MLP’s preferred equity as of May 23, 2022, and based on the outstanding number of Common Units as of May 23, 2022, as provided by MLP management, Evercore derived an implied equity value range per Common Unit of $8.69 to $15.15 based on 2022 EBITDA and an implied equity value range per Common Unit of $7.03 to $13.47 based on 2023 EBITDA, in each case, as compared to the merger consideration of $9.25 per Common Unit.

Based on the multiples it derived for the Selected Peers and based on its professional judgment and experience, Evercore applied a Price / NAV multiple reference range of 0.70x to 1.05x to MLP’s implied NAV per Common Unit, which Evercore calculated as described above under the heading “— Charter Free Net Asset Value”. Evercore’s analysis indicated a range of implied equity values per Common Unit of $8.11 to $12.16, as compared to the merger consideration of $9.25 per Common Unit.

In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC, equity research analyst estimates, and broker NAV estimates from third-party research reports. In evaluating the Selected Peers, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the Selected Peers and other matters, as well as differences in the Selected Peers’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the Selected Peers and the multiples derived from the Selected Peers. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Peers.

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Selected Transaction Analysis

Evercore reviewed publicly available information related to selected precedent acquisition transactions involving LNG shipping companies.

For each selected transaction, Evercore calculated the implied enterprise value (based on transaction consideration) as a multiple of EBITDA for the target company for the twelve month period prior to the announcement of the applicable transaction (referred to in this section as “LTM EBITDA”) based on information obtained from publicly available company filings, press releases, investor presentations, Wall Street research, CapitalIQ and FactSet consensus estimates. The selected transactions reviewed by Evercore and the implied enterprise value to EBITDA multiples calculated by Evercore with respect to those target companies were:

Date Announced	Target	Acquiror	EV/LTM EBITDA
1/13/2021	Golar LNG Partners, LP	New Fortress Energy Inc.	6.3x
2/2/2021	GasLog Ltd.	BlackRock	10.6x
10/4/2021	Teekay LNG Partners L.P.	Stonepeak Limestone Holdings LP	8.6x

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore derived implied enterprise values for MLP by applying a selected reference range of EV/LTM EBITDA multiples of 7.0x to 10.5x and applied this range of multiples to MLP’s EBITDA for the twelve-month period ended December 31, 2021 as provided by MLP management. Based on this range of implied enterprise values, after adjusting for debt, accumulated profits of joint ventures, and cash as of March 31, 2022, as provided by MLP management, and the market value of MLP’s preferred equity as of May 23, 2022, and based on the outstanding number Common Units as of May 23, 2022, as provided by MLP management, Evercore derived a range of implied equity values per Common Unit of $7.05 to $17.54, as compared to the merger consideration of $9.25 per Common Unit.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to MLP and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to MLP for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Other Factors

The analysis and data described below were presented to the Conflicts Committee for informational and reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Evercore’s fairness opinion.

Last 52-Week Trading Range

Evercore reviewed historical trading prices of the Common Units during the 52-week period ended May 23, 2022, noting that the low and high closing prices during such period ranged from $3.77 to $18.17 per Common Unit, respectively, and $3.77 to $8.17 during the period from July 27, 2021 (the date on which MLP announced a reduction in the quarterly cash distribution per Common Unit from $0.44 to $0.01) through May 23, 2022, in each case, as compared to the merger consideration of $9.25 per Common Unit.

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Premiums Paid Analysis

Using publicly available information, Evercore reviewed, and calculated the premiums paid in certain selected transactions in the LNG shipping industry, as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day, one week and one month prior to announcement of each transaction. Based on the results of this analysis and its professional judgment and experience, Evercore applied the 25th and 75th percentile premiums paid in such transactions to the closing price per unit of Common Units of $3.93 as of December 3, 2021, the last trading day prior to the public announcement of Parent’s initial offer to acquire all of the Common Units held by the Unaffiliated Unitholders. This this analysis indicated a range of implied equity values per Common Unit of $4.68 to $6.10, as compared to the merger consideration of $9.25 per Common Unit.

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the Common Units prepared and published by equity research analysts that were publicly available as of May 23, 2022. These price targets reflect analysts’ estimates of the future public market trading price of the Common Units at the time the price target was published. As of May 23, 2022, the range of selected equity research analyst price targets per unit of Common Units was $5.00 to $9.50, as compared to the merger consideration of $9.25 per Common Unit. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Common Units and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of MLP and future general industry and market conditions.

	Exhibit No.			Description
	(a)(1)			Proxy Statement of Höegh LNG Partners LP (the “Proxy Statement”).
	(a)(2)			Form of Proxy Card (incorporated herein by reference to the Proxy Statement).
	(a)(3)			Letter to the Common Unitholders of Höegh LNG Partners LP (incorporated herein by reference to the Proxy Statement).
	(a)(4)			Notice of Special Meeting of Common Unitholders (incorporated herein by reference to the Proxy Statement).
	(a)(5)			Press Release of Höegh LNG Partners LP, dated May 25, 2022 (incorporated herein by reference to Exhibit 99.1 to MLP’s Current Report on Form 6-K, furnished May 25, 2022).
	(b)			None.
	(c)(1)			Opinion of Evercore Group L.L.C. (incorporated herein by reference to Annex B of the Proxy Statement).
	(c)(2)*			Discussion materials prepared by Evercore Group L.L.C., dated January 21, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(3)*			Discussion materials prepared by Evercore Group L.L.C., dated February 7, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(4)*			Discussion materials prepared by Evercore Group L.L.C., dated April 13, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(5)*			Discussion materials prepared by Evercore Group L.L.C., dated May 16, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(6)*			Discussion materials prepared by Evercore Group L.L.C., dated May 21, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(7)*			Discussion materials prepared by Evercore Group L.L.C., presented on May 24, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(8)			FSRU charter market and technical evaluation prepared by Poten & Partners, dated 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(9)*			PGN FSRU Lampung — liquidity projections prepared by Poten & Partners, dated May 6, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(10)			FSRU technical evaluation prepared by Poten & Partners, dated May 6, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(c)(11)*			FSRU market assessment prepared by Poten & Partners, dated May 6, 2022, for the Conflicts Committee of the Board of Directors of Höegh LNG Partners LP.
	(d)(1)			Agreement and Plan of Merger, dated May 25, 2022, Höegh LNG Holdings Ltd., Höegh LNG Partners LP, Höegh LNG GP LLC and Hoegh LNG Merger Sub LLC. (incorporated herein by reference to Annex A of the Proxy Statement).
	(d)(2)			Second Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP, dated as of October 5, 2017 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 6-K, filed by Höegh LNG Partners LP on October 5, 2017).
	(d)(3)			Voting and Support Agreement, dated as of May 25, 2022, by and between Höegh LNG Holdings Ltd. and Höegh LNG Partners LP (incorporated herein by reference to Annex D of the Proxy Statement).
	(f)			None.
	(g)			None.
	107			Filing Fee Table.

	Page
Regulatory Matters		68
Termination of the Merger Agreement		68
Fees and Expenses		69
Conduct of Business Pending the Consummation of the Merger		69
Indemnification; Directors’ and Officers’ Insurance		69
Amendment and Waiver		70
Remedies, Specific Performances		71
Representations and Warranties		71
Distributions for Periods Prior to the Merger		72
Additional Agreements		72
THE SUPPORT AGREEMENT		73
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MLP		74
COMMON UNIT MARKET PRICE AND DISTRIBUTION INFORMATION		76
UNIT OWNERSHIP		77
CERTAIN PURCHASES AND SALES OF COMMON UNITS		79
COMMON UNITHOLDER PROPOSALS		79
DELISTING AND DEREGISTRATION		79
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		80
U.S. Holders		81
Non-U.S. Holders		83
Backup Withholding and Information Reporting		83
MATERIAL NON-UNITED STATES TAX CONSIDERATIONS		84
Marshall Islands Tax Considerations		84
Norway Tax Consequences		84
Bermuda Tax Considerations		84
INFORMATION CONCERNING PARENT, THE GENERAL PARTNER AND MERGER SUB		85
INFORMATION CONCERNING MLP		86
PROPOSAL NO. 2. POSSIBLE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES, IF NECESSARY OR APPROPRIATE		87
WHERE YOU CAN FIND MORE INFORMATION		88
ANNEX A: AGREEMENT & PLAN OF MERGER		A-1
ANNEX B: OPINION OF EVERCORE GROUP L.L.C.		B-1
ANNEX C: FORM OF PROXY CARD		C-1
ANNEX D: VOTING AND SUPPORT AGREEMENT		D-1

In US$ millions	2022E		2023E		2024E		2025E		2026E		2027E		2028E
Revenues		147		142		143		136		126		103		107
Operating and administrative expenses		(40)		(37)		(39)		(39)		(40)		(40)		(41)
EBITDA (excl share of result of JVs)		107		104		103		97		85		63		66

In US$ millions	2022E		2023E		2024E		2025E		2026E		2027E		2028E
Change in Cash		(19)		1		3		36		43		19		23
Ending Cash Balance		23		25		28		63		106		125		148
RCF Available Drawings		9		39		63		63		—		—		—

In US$ millions	2022E		2023E		2024E			2025E		2026E		2027E		2028E
Revenues		146		138		$	137		132		122		99		103
Operating and administrative expenses		(40)		(37)			(40)		(39)		(40)		(40)		(41)
EBITDA (excl share of result of JVs)		107		101			97		93		82		59		62