Exhibit (a)(1)

TO THE COMMON UNITHOLDERS OF GASLOG PARTNERS LP MERGER

PROPOSAL – YOUR VOTE IS VERY IMPORTANT

Dear Common Unitholder of GasLog Partners LP:

We cordially invite you to attend a special meeting (the “Special Meeting”) of common unitholders (the “Common Unitholders”) of GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”), on                     , 2023, at                      (Eastern Time).

Attendance at the Special Meeting will be limited to virtual attendance and the proceedings of the Special Meeting are scheduled to be held exclusively online via live webcast. The Special Meeting can only be accessed by visiting www.virtualshareholdermeeting.com/GLOP2023SM, where you will be able to attend the Special Meeting, vote and submit questions online during the Special Meeting. Please note that you will not be able to attend the Special Meeting in person.

On April 6, 2023, the Partnership, GasLog Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), GasLog Ltd., a Bermuda exempted company (“Parent”), and Saturn 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”), a copy of which is attached as Annex A to this proxy statement, pursuant to which Merger Sub will merge with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a Marshall Islands limited partnership and as a direct subsidiary of Parent.

In connection with the transactions contemplated by the Merger Agreement, holders of each common unit representing a limited partner interest in the Partnership (each, a “Common Unit”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than those Common Units held by Parent or its affiliates (the “Sponsor Units”) will, assuming that such holders hold Common Units both on the record date of the Special Distribution (as defined below) and at the Effective Time, receive overall consideration of $8.65 per Common Unit, consisting of the Special Distribution and the Merger Consideration (as defined below). Upon completion of the Merger, each Common Unit issued and outstanding immediately prior to the Effective Time, other than the Sponsor Units, will be converted into the right to receive $5.37 per Common Unit in cash (the “Merger Consideration”), without interest and reduced by any applicable tax withholding. In addition, as soon as reasonably practicable following the affirmative vote of the holders of at least a majority of the outstanding Common Units, including those held by Parent, in favor of the approval of the Merger Agreement, pursuant to the terms of the Merger Agreement, the board of directors of the Partnership (the “Partnership Board”) will declare a special distribution of $3.28 per Common Unit (with a corresponding amount distributed in respect of each General Partner Unit (as defined in the Partnership Agreement (as defined below))) (the “Special Distribution”) with a record date on a business day prior to the anticipated closing date of the Merger and a payment date occurring on or prior to the closing date of the Merger, which dates will be reasonably agreed between the Partnership and Parent. The Sponsor Units and the General Partner Units will remain outstanding after the Merger, and the General Partner will remain the sole general partner of the Partnership. Each of the Partnership’s Class B Units (as defined in the Partnership Agreement) issued and outstanding immediately prior to the Effective Time, all of which are held by Parent, will be canceled and cease to exist, and no consideration will be delivered in respect thereof. Each of the issued and outstanding Partnership’s Series A Preference Units, Series B Preference Units and Series C Preference Units (in each case as defined in the Partnership Agreement) which entitle the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any liquidation event, over Common Units (collectively, the “Preference Units”) will remain outstanding upon completion of the Merger and continue to trade on the New York Stock Exchange immediately following completion of the Merger, and no consideration will be delivered in respect thereof.

The conflicts committee (the “Conflicts Committee”) of the Partnership Board, comprised solely of two independent directors who meet the requirements for membership on the Conflicts Committee set forth in the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) and advised by its own independent legal and financial advisors, has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and Common Unitholders other than Parent and its affiliates (the “Unaffiliated Unitholders”), (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval as defined in the Partnership Agreement), and (c) recommended to the Partnership Board that the Partnership Board (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to 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 issued and outstanding Common Units, subject to a cutback for certain 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 and its affiliates 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 April 6, 2023 (the “Support Agreement”), by and between Parent and the Partnership, a copy of which is attached as Annex B to this proxy statement, Parent has agreed to appear at the Special Meeting and vote all of its Common Units in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, and against any competing proposals. As of                     , 2023, Parent owns 15,621,602 Common Units (representing 30.2% of the Common Units issued and outstanding as of                     , 2023). The holders of Preference Units do not have the right to vote at the Special Meeting in their capacities as holders of Preference Units.

The Partnership Board, acting upon the recommendation of the Conflicts Committee, has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders and (d) resolved to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders. The Partnership Board has also called this Special Meeting.

Accordingly, the Partnership 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 cause your Common Units to be voted by completing and returning the enclosed proxy card to the Partnership 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 cause your Common Units to be voted. The failure to instruct your bank, brokerage firm or other nominee to cause your Common Units to be voted “FOR” approval of the Merger Proposal or the Adjournment Proposal will have the same effect as voting “AGAINST” approval of the Merger Proposal or, so long as a quorum is present, the Adjournment Proposal, as applicable.

More information about the Partnership 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 submitting a proxy card.

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 (866) 342-4883.

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated                     , 2023, and is first being mailed to Common Unitholders on or about                     , 2023.

The Partnership is a “Foreign Private Issuer” within the meaning of Rule 3B-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as a result, the Partnership is not required to comply with U.S. proxy requirements.

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.

GasLog Partners LP
c/o GasLog LNG Services Ltd.
69 Akti Miaouli 18537
Piraeus, Greece

NOTICE OF SPECIAL MEETING OF COMMON UNITHOLDERS
TO BE HELD ON                     , 2023

Notice is hereby given that GasLog Partners LP (the “Partnership”) will hold a special meeting of its common unitholders (the “Common Unitholders”) on                      2023, beginning at                      (Eastern Time) (the “Special Meeting”), for the purpose of considering and voting on the following matters:

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

The Special Meeting will be held exclusively online via live webcast, which can be accessed by visiting www.virtualshareholdermeeting.com/GLOP2023SM (the “virtual meeting website”), where you will be able to attend the Special Meeting, vote and submit questions online during the Special Meeting.

The conflicts committee (the “Conflicts Committee”) of the board of directors of the Partnership (the “Partnership Board”), comprised solely of two independent directors who meet the requirements for membership on the Conflicts Committee set forth in the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) and advised by its own independent legal and financial advisors, has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and Common Unitholders other than Parent and its affiliates (the “Unaffiliated Unitholders”), (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval as defined in the Partnership Agreement), and (c) recommended to the Partnership Board that the Partnership Board (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.

Only Common Unitholders of record as of the close of business on                     , 2023, 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 the Partnership’s offices located at c/o GasLog LNG Services Ltd., 69 Akti Miaouli 18537, Piraeus, Greece, during regular business hours for a period of ten days before the Special Meeting.

The Merger cannot be completed unless holders of at least a majority of the issued and outstanding common units representing limited partner interests in the Partnership (the “Common Units”) (subject to a cutback for certain unitholders beneficially owning more than 4.9% of the outstanding Common Units to the extent described in the proxy statement), including those held by Parent or its affiliates (the “Sponsor Units”), 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 April 6, 2023 (the “Support Agreement”), by and between Parent and the Partnership, a copy of which is attached as Annex B to the proxy statement accompanying this notice, Parent has agreed to appear at the Special Meeting and vote all of its Common Units in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, and against any competing proposals. As of                     , 2023, Parent owns 15,621,602 Common Units (representing 30.2% of the Common Units issued and outstanding as of                     , 2023).

The Partnership Board, acting upon the recommendation of the Conflicts Committee, has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders and (d) resolved to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders. Accordingly, the Partnership 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 and, so long as a quorum is present, “AGAINST” the approval of the Adjournment 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 Partnership Board has called the Special Meeting.

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING VIA THE VIRTUAL MEETING WEBSITE, 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 voting instructions 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 the Partnership’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: (866) 342-4883

E-mail: GLOG@dfking.com

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates by reference important business and financial information about the Partnership from other documents that are not included in or delivered with the proxy statement. For a more detailed discussion of the information about the Partnership 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 the Partnership at the following address and telephone number:

GasLog Partners LP
c/o GasLog LNG Services Ltd.
69 Akti Miaouli 18537
Piraeus, Greece
Phone: +30 210 459 1000

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                     , 2023, 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                     , 2023. 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 or the Special Distribution 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.

TABLE OF CONTENTS

Page

ANNEXES:

Annex A – The Merger Agreement

Annex B – The Support Agreement

Annex C – Opinion of Evercore

Annex D – Form of Proxy Card

QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL
DISTRIBUTION AND THE SPECIAL MEETING

General Questions and Answers

Set forth below are questions that you, as a Common Unitholder of the Partnership, may have regarding the Merger, the Special Distribution, 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”.

In connection with the transactions contemplated by the Merger Agreement, holders of each Common Unit issued and outstanding immediately prior to the Effective Time, other than the Sponsor Units, will, assuming that such holders hold Common Units both on the record date of the Special Distribution (as defined below) and at the Effective Time, receive overall consideration of $8.65 per Common Unit, consisting of the Special Distribution and the Merger Consideration (as defined below). Upon completion of the Merger, each Common Unit issued and outstanding immediately prior to the Effective Time, other than the Sponsor Units, will be converted into the right to receive $5.37 per Common Unit in cash (the “Merger Consideration”), without interest and reduced by any applicable tax withholding. In addition, as soon as reasonably practicable following the Unitholder Approval, pursuant to the terms of the Merger Agreement, the Partnership Board will declare a special distribution of $3.28 per Common Unit (with a corresponding amount distributed in respect of each General Partner Unit) (the “Special Distribution”) with a record date on a business day prior to the anticipated closing date of the Merger and a payment date occurring on or prior to the closing date of the Merger, which dates will be reasonably agreed between the Partnership and Parent. This document is being delivered to you as a proxy statement by which the Partnership 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.

In addition, as soon as reasonably practicable following receipt of the Unitholder Approval (and in any event no less than two business days prior to the closing date of the Merger) the Partnership Board will declare the Special Distribution with a record date on a business day prior to the anticipated closing date of the Merger and a payment date occurring on or prior to the closing date of the Merger, which dates will be reasonably agreed between the Partnership and Parent.

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

See “The Merger – Recommendation of the Conflicts Committee and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”. In considering the recommendation of the Partnership 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 the Partnership have interests in the Merger that may be different from, or in addition to, your interests as a Common Unitholder of the Partnership. 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 the Partnership in the Merger”.

The Partnership Agreement restricts Common Unitholders’ voting rights pursuant to the Cutback, by providing that if any person or group beneficially owns more than 4.9% of the issued and 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, calculating required votes (except for purposes of nominating a person for election to the Partnership Board), determining the presence of a quorum or for other similar purposes under the Partnership Agreement (unless otherwise required by law). Both (a) the General Partner and its affiliates, including Parent, and (b) persons who own Common Units with the prior approval of the Partnership Board will not be subject to the Cutback, except with respect to voting their Common Units in the election of elected directors. Other than Parent and the General Partner’s other affiliates and Cobas Asset Management SGIIC SA, the Partnership does not know of any person or group that beneficially owns more than 4.9% of the issued and outstanding Common Units.

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.

Even if you plan to attend the Special Meeting via the virtual meeting website, 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                     , 2023 (the “telephone/internet deadline”) or, in the event of an adjournment of the Special Meeting, such later date and time as may be determined by the Partnership Board. The failure to instruct your bank, brokerage firm or other nominee to vote your Common Units “FOR” approval of the Merger Proposal or “FOR” approval of the Adjournment Proposal will have the same effect as voting “AGAINST” approval of the Merger Proposal and, so long as a quorum is present, “AGAINST” approval of the Adjournment Proposal, as applicable.

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.

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.

However, if you did not hold Common Units on the record date for the Special Distribution, you will not be entitled to receive the Special Distribution, regardless of whether or not you held such Common Units on the payment date of the Special Distribution.

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.

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 and receipt of the Special Distribution. 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.

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.

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 the Partnership’s Annual Report on Form 20-F filed with the SEC for the fiscal year ended December 31, 2022 (the “2022 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 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”, including, among others, that:

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 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, the Partnership’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 directors and officers 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 Partnership in the Merger”. These interests include, among other things:

Furthermore, some of Partnership’s directors and officers 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 Partnership 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:

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 October 6, 2023, 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 October 6, 2023 (the “Outside Date”), 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 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 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 the Partnership may not prove accurate.

The Partnership’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 the Partnership, 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 or IFRS, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants, the Financial Accounting Standards Board or the International Accounting Standards Board for preparation and presentation of prospective financial and operating information. The financial projections should not be regarded as an indication that the Partnership considered or considers the projections to be a reliable or accurate prediction of future performance. The financial projections are subject to significant economic, competitive, regulatory, industry, macroeconomic, geopolitical and other uncertainties and may not be achieved in full, at all or within projected timeframes. The failure of the Partnership to achieve projected results, including projected cash flows, could have a material adverse effect on the Partnership and its financial position.

Common Unitholders must hold Common Units both on the record date of the Special Distribution and at the Effective Time to receive the full amount of the Consideration.

As soon as reasonably practicable following the Unitholder Approval, pursuant to the terms of the Merger Agreement, the Partnership Board will declare the Special Distribution with a record date on a business day prior to the anticipated closing date of the Merger, which date will be reasonably agreed between the Partnership and Parent. In order to receive the Special Distribution with respect to a Common Unit, the holder must hold such Common Unit on the record date of the Special Distribution. In addition, in order to receive the Merger Consideration with respect to a Common Unit, a Common Unitholder must hold the applicable Common Unit at the completion of the Merger. Accordingly, in order for a Common Unitholder to receive the full amount of the Consideration with respect to a Common Unit, it must hold such Common Unit both on the record date of the Special Distribution and at the Effective Time.

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.

All 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 Partnership Board or the management of Partnership, are “forward-looking statements”. Forward-looking statements include statements that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for distributions and the impact of changes to cash distributions on the Partnership’s business and growth prospects, plans, strategies, and changes and trends in our business and the markets in which we operate. In some cases, predictive, future-tense or forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “target” and “expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. 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. The Partnership’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 the Partnership’s control. These factors include, but are not limited to, the following:

The Partnership cautions that the foregoing list of factors is not exhaustive. Other unknown or unpredictable factors could also have material adverse effects on the Partnership’s performance or achievements prior to the Merger. The Partnership 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. New factors emerge from time to time, and it is not possible for the Partnership to predict all of these factors. Further, the Partnership 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. The Partnership 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 the 2022 Form 20-F, and the Partnership’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

GasLog Ltd.
c/o GasLog LNG Services Ltd.
69 Akti Miaouli 18537
Piraeus, Greece
Phone: +30 210 459 1000

Parent is an international owner, operator and manager of LNG carriers providing support to international energy companies as part of their LNG logistics chain. Parent’s consolidated fleet consists of 38 LNG carriers (33 on the water, four under construction and one vessel undergoing conversion into an FSRU). Of these vessels, 18 are owned by Parent, six have been sold and leased back by Parent under long-term bareboat charters and of the remaining 14 LNG carriers, eleven are owned by the Partnership, and three have been sold and leased back by the Partnership.

As of                     , 2023, Parent holds 15,621,602 Common Units (representing 30.2% of the Common Units issued and outstanding as of                     , 2023) and 1,245,000 Class B Units and is also the owner of the General Partner (as defined below). In the event that the Effective Time does not occur prior to July 1, 2023, the 415,000 Class B-4 Units that are issued and outstanding will become eligible for conversion on a one-for-one basis into 415,000 Common Units at Parent’s option on July 1, 2023.

GasLog Partners GP LLC
c/o GasLog LNG Services Ltd.
69 Akti Miaouli 18537
Piraeus, Greece
Phone: +30 210 459 1000

The General Partner is the general partner of the Partnership and holds the General Partner Units. The General Partner is wholly owned by Parent. Under the Partnership Agreement, the General Partner has irrevocably delegated to the Partnership Board all management powers over the business and affairs of the Partnership that it possesses or may possess under applicable law, including the authority to oversee and direct the operation, management and policies of the Partnership on an exclusive basis. Following the Merger, the General Partner will remain the sole general partner of the Partnership.

Saturn Merger Sub LLC
c/o GasLog LNG Services Ltd.
69 Akti Miaouli 18537
Piraeus, Greece
Phone: +30 210 459 1000

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

GasLog Partners LP
c/o GasLog LNG Services Ltd.
69 Akti Miaouli 18537
Piraeus, Greece
Phone: +30 210 459 1000

The Partnership is an owner, operator and acquirer of LNG carriers. The Partnership’s fleet consists of eleven wholly owned LNG carriers as well as three vessels on bareboat charters, with an average carrying capacity of approximately 159,000 cbm. The Partnership is a publicly traded master limited partnership (NYSE: GLOP) but has elected to be treated as a C-corporation for U.S. income tax purposes and therefore its investors receive an Internal Revenue Service Form 1099 with respect to any distributions declared and received.

The General Partner will remain the sole general partner of the Partnership. The Sponsor Units will remain outstanding after the Merger. The Class B Units issued and outstanding immediately prior to the Effective Time automatically will cease to exist, and no consideration will be delivered in respect thereof.

THE PARTNERSHIP SPECIAL MEETING OF COMMON UNITHOLDERS

The Partnership is providing this proxy statement to its Common Unitholders in connection with the solicitation of proxies to be voted at the Special Meeting that the Partnership 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                     , 2023, 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.

Date, Time and Place of the Special Meeting

The Special Meeting is scheduled to be held on                     , 2023, at                      (Eastern Time). Attendance at the Special Meeting will be permitted only online via live webcast. The Special Meeting can be accessed by visiting the virtual meeting website where you will be able to attend the Special Meeting, vote and submit questions online during the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. Please have your 16-digit control number to join the Special Meeting. Instructions on how to attend and participate online are also posted online at the virtual meeting website.

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:

Recommendation of the Partnership Board

The Partnership Board, acting upon the recommendation of the Conflicts Committee, has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders and (d) resolved to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders. The Partnership 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 Partnership Board with respect to the Merger Agreement and the transactions contemplated thereby, including the Merger, you should be aware that some of the Partnership’s directors and 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 the Partnership in the Merger”.

Who Can Vote at the Special Meeting

The record date for the Special Meeting is                     , 2023. 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                     , 2023, there were                      Common Units issued and outstanding and entitled to vote 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 applicable 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 the Partnership during regular business hours for a period of no less than ten days before the Special Meeting.

Quorum

A quorum of Common Unitholders represented by attendance via the virtual meeting website 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 issued and outstanding Common Units (subject to the Cutback), including those held by Parent, must be represented by attendance via the virtual meeting website 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 issued and 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                     , 2023, 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.

Subject to the Cutback, the affirmative vote of holders of at least a majority of the issued and outstanding Common Units entitled to vote and present via the virtual meeting website 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. So long as a quorum is present, abstentions and broker non-votes (if any) will have the same effect as votes “AGAINST” the Adjournment Proposal.

Pursuant to the Support Agreement, Parent has agreed to appear at the Special Meeting and vote all of its Common Units in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any competing proposals. As of                     , 2023, Parent owns 15,621,602 Common Units (representing 30.2% of the Common Units issued and outstanding as of                     , 2023). The holders of Preference Units do not have the right to vote at the Special Meeting in their capacities as holders of Preference Units.

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 via the virtual meeting website by completing a ballot at the Special Meeting. However, the Partnership 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:

When a Common Unitholder submits a proxy by telephone or through the Internet, such proxy is recorded immediately. The Partnership 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 Partnership Board recommends. The Partnership Board recommends that Common Unitholders vote “FOR” the Merger Proposal and that Common Unitholders vote “FOR” the Adjournment Proposal.

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 Special Meeting via the virtual meeting website. Proxies must be received by 11:59 p.m. (Eastern Time), on                     , 2023 or, in the event of an adjournment of the Special Meeting, such later date and time as may be determined by the Partnership Board.

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 at the Special Meeting by attending via the virtual meeting website, 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:

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.

Solicitation of Proxies

This proxy statement is furnished in connection with the solicitation of proxies by the Partnership Board to be voted at the Special Meeting. Under the Merger Agreement, Parent and the Partnership 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. The Partnership has engaged D.F. King to assist in the solicitation of proxies for the Special Meeting. D.F. King will be paid approximately $15,000 by the Partnership for these and other advisory services in connection with the Special Meeting. In addition, the Partnership has agreed to reimburse D.F. King for certain additional fees and expenses, as mutually agreed to in writing, and will also indemnify D.F. King, its affiliates and its and their respective directors, officers, employees, agents and other representatives and controlling persons against certain claims, liabilities, losses, damages and expenses. Proxies may also be solicited by certain of the Partnership’s directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

After the Merger is completed, each record holder of Common Units immediately prior to the Effective Time will be sent (a) a notice of the effectiveness of the Merger and (b) cash in an amount equal to, subject to applicable withholding taxes, (i) the number of Common Units held by such holder of record immediately prior to the Effective Time multiplied by (ii) the Merger Consideration to which such holder is entitled under the Merger Agreement, and such Common Units will forthwith be canceled.

No Other Business

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, if a quorum is present, holders of at least a majority of the issued and outstanding Common Units, including those held by Parent, must vote in favor of the proposal. If a quorum is not present, the meeting may be adjourned from time to time by the affirmative vote of at least a majority of the outstanding Common Units entitled to vote at such meeting (including those held by Parent) and present via the virtual meeting website or by proxy. The Partnership is not required to notify holders of Common Units of any adjournment and a new record date need not be fixed if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 45 days. At any adjourned meeting, the Partnership 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 (866) 342-4883 (banks and brokers call collect at (212) 269-5550).

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 the Partnership 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 the Partnership with Merger Sub. The Partnership, 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, the Partnership will survive as a direct subsidiary of Parent. After the completion of the Merger, the certificate of limited partnership of the Partnership 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 immediately prior to the Effective Time, other than the Sponsor Units, will be converted into the right to receive the Merger Consideration, without interest and reduced by any applicable tax withholding. In addition, as soon as reasonably practicable following the Unitholder Approval, pursuant to the terms of the Merger Agreement, the Partnership Board will declare the Special Distribution with a record date on a business day prior to the anticipated closing date of the Merger and a payment date occurring on or prior to the closing date of the Merger, which dates will be reasonably agreed between the Partnership and Parent. Accordingly, holders of Common Units (other than the Sponsor Units) will, assuming that such holders hold Common Units both on the record date of the Special Distribution and at the Effective Time, receive overall consideration of $8.65 per Common Unit. The Sponsor Units and the General Partner Units will remain outstanding after the Merger, and the General Partner will remain the sole general partner of the Partnership. The Class B Units issued and outstanding immediately prior to the Effective Time, all of which are held by Parent, will automatically be cancelled at the Effective Time and will cease to exist, and no consideration will be delivered in respect thereof. Each of the issued and outstanding Preference Units will remain outstanding immediately upon completion of the Merger and continue to trade on the NYSE immediately following completion of the Merger, and no consideration will be delivered in respect thereof. See the section entitled “Proposal No. 1. – The Merger Agreement” for further information.

The Partnership’s Net Book Value and Net Earnings Attributable to Common Unitholders

The table below sets out each of Parent’s and the General Partner’s interests in the Partnership’s net book value and net earnings attributable to Common Unitholders before and after the proposed Merger, based on the historical net book value of the Partnership as of December 31, 2022, the net loss attributable to the owners of the Partnership for the year ended December 31, 2022 and 51,796,759 Common Units outstanding as of May 4, 2023.

Merger Sub is not reflected on the table below because it does not own any Common Units, it will not own any Common Units before the Effective Time and, at the Effective Time, the limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist.

(1) Based on $668,953,000 total Common Unitholder equity in the Partnership as of December 31, 2022.

(2) Based on $90,630,000 of profit and total comprehensive income of the Partnership attributable to the Common Unitholders for the year ended December 31, 2022.

(3) The General Partner, while not an owner of Common Units, does own all the issued and outstanding General Partner Units which represent a 2.0% interest in the Partnership.

Background of the Merger

As of                       , 2023, Parent owns 15,621,602 Common Units (representing 30.2% of the Common Units issued and outstanding as of                    , 2023) and 1,245,000 Class B Units and is also the owner of the General Partner. In the event that the Effective Time does not occur prior to July 1, 2023, the 415,000 Class B-4 Units that are issued and outstanding will become eligible for conversion on a one-for-one basis into 415,000 Common Units at Parent’s option on July 1, 2023.

Parent, the Partnership 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, the Partnership and their respective boards of directors and management teams from time to time evaluate potential transactions that would further their respective strategic objectives.

The Partnership was formed by Parent in January 2014 to acquire, own and operate LNG carriers engaged in LNG transportation. Prior to its initial public offering (the “IPO”), Parent owned 100% of the ownership interests of the Partnership. On May 12, 2014, the Partnership completed the IPO, pursuant to which it issued and sold 9,660,000 Common Units, which were substantially all of the Common Units held by Parent prior to the IPO. Concurrently with the IPO, the Partnership acquired from Parent a 100% ownership interest in certain subsidiaries of Parent that owned certain LNG carriers in exchange for: (a) 162,358 Common Units and 9,822,358 subordinated units (which subsequently converted into Common Units on a one-to-one basis on May 16, 2017) issued to Parent, representing a 49.8% ownership interest, (b) all of the incentive distribution rights (“IDRs”) issued by the Partnership in connection with the IPO, which entitled Parent to increasing percentages of cash that the Partnership distributed in excess of $0.43125 per unit per quarter, (c) 400,913 General Partner Units issued to the General Partner and (d) $65.70 million of cash consideration paid directly to Parent from the IPO proceeds.

In addition, on May 12, 2014, the Partnership entered into an omnibus agreement with Parent, the General Partner and certain of the Partnership’s other subsidiaries. The omnibus agreement governs (among other things) (i) when and the extent to which the Partnership and Parent may compete against each other, (ii) the time and the value at which the Partnership may exercise its right to purchase certain offered vessels by Parent, (iii) certain rights of first offer granted to Parent to purchase any of its vessels on charter for less than five full years from the Partnership and vice versa and (iv) certain indemnity obligations owed by Parent to the Partnership.

The Partnership and/or its subsidiaries have also entered into certain other agreements with Parent and/or its subsidiaries, including:

Since the Partnership’s IPO, the Partnership has completed follow-on equity offerings as set forth below, the proceeds of which have been used for general corporate purposes, including partially funding the acquisition of certain subsidiaries of Parent that owned the vessels listed below.

Pursuant to an exchange agreement dated as of November 27, 2018, Parent and the Partnership modified the capital structure of the Partnership with respect to the IDRs. Under the exchange agreement, Parent contributed all of the existing IDRs to the Partnership in exchange for (i) the issuance by the Partnership to Parent of 100% of a new class of IDRs and (ii) the payment by the Partnership to Parent of $25.0 million. The new IDRs reduced the quarterly distributions in respect of the IDRs above $0.5625 per unit from 48% to 23% and waived IDR payments resulting from any vessel or other energy infrastructure asset acquired by the Partnership from a party not affiliated with Parent.

In 2019, Parent and the Partnership agreed to further modify the capital structure of the Partnership with respect to the IDRs. On June 24, 2019, the Partnership entered into an exchange agreement, effective as of June 30, 2019, pursuant to which Parent contributed all of its IDRs to the Partnership in exchange for the issuance by the Partnership to Parent of (i) 2,532,911 Common Units (equivalent to approximately 5.41% of the outstanding Common Units as of December 31, 2019) and (ii) 2,490,000 Class B Units.

On January 24, 2023, Parent delivered an unsolicited, non-binding proposal (the “Initial Offer”) to the Partnership Board setting forth certain terms of the proposed transaction, pursuant to which Parent would acquire all of the outstanding Common Units held by the Unaffiliated Unitholders. The Initial Offer contemplated that each Common Unit would receive overall value of $7.70 per Common Unit in cash, consisting in part of a special distribution by the Partnership of $2.33 per Common Unit in cash to be distributed to the Common Unitholders prior to the closing of the proposed transaction and the remaining $5.37 to be paid by Parent as merger consideration at the closing of the proposed transaction. The Initial Offer indicated Parent was not interested in selling any of its equity interests in the Partnership or pursuing other strategic alternatives involving the Partnership.

On January 25, 2023, the Partnership Board held a meeting to discuss the proposed transaction and delegated to the Conflicts Committee, comprised solely of two independent directors who meet the requirements for membership on the Conflicts Committee set forth in the Partnership Agreement and to be advised by its own independent legal and financial advisors, the full power and authority of the Partnership Board, to the fullest extent permitted by the Partnership Agreement, to (a) propose, review, evaluate and negotiate the proposed transaction on behalf of the Partnership and the Unaffiliated Unitholders and (b) make any recommendations to the Partnership Board and to the holders of Common Units regarding the proposed transaction as the Conflicts Committee determined in its sole discretion to be advisable or to reject in its sole discretion the proposed transaction or any alternate proposals and to terminate discussions with Parent. On January 25, 2023, the Partnership issued a press release disclosing the Initial Offer and the delegation to the Conflicts Committee. On January 25, 2023, Parent filed an amendment to its Schedule 13D, which included a copy of the Initial Offer as an exhibit.

In late January and early February 2023, the Conflicts Committee had a series of preliminary meetings to interview potential independent financial advisors and legal counsel and to discuss the role of the Conflicts Committee in connection with the proposed transaction, the process for evaluating the proposed transaction or any alternate proposals and the Initial Offer and the independence of the members of the Conflicts Committee. The Conflicts Committee interviewed potential independent legal advisors, including Richards, Layton & Finger, P.A. (“RLF”), and determined, based on RLF’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships (including those similar to the proposed transaction) and representations of conflicts committees generally, that RLF had the requisite expertise and was well qualified to advise the Conflicts Committee. RLF was then engaged by the Conflicts Committee as legal counsel in connection with the proposed transaction. The Conflicts Committee also interviewed potential independent financial advisors, including Evercore. Based on Evercore’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships (including those similar to the proposed transaction) and representations of conflicts committees generally, the Conflicts Committee determined that Evercore had the requisite expertise and was well qualified to advise the Conflicts Committee. The Conflicts Committee then determined to engage Evercore as its financial advisor. The terms of the Conflicts Committee’s engagement with Evercore were subsequently confirmed by a letter, dated February 23, 2023, and agreed to and accepted by the Partnership and the Conflicts Committee. During these preliminary meetings, representatives of RLF explained the duties and responsibilities of the Conflicts Committee in connection with the proposed transaction to the Conflicts Committee.

On February 9, 2023, the Conflicts Committee met with representatives of Evercore and RLF. The Conflicts Committee and its advisors reviewed a preliminary financial due diligence request list prepared by Evercore and the process for evaluating the proposed transaction and the Initial Offer from a financial point of view. Following such meeting, the Conflicts Committee, the Evercore representatives and the RLF representatives met with representatives of management of the Partnership and Parent and discussed the financial due diligence process.

On February 14, 2023, the Conflicts Committee met with representatives of Evercore, representatives of RLF, management of the Partnership and Parent, a representative of the Board of the Partnership and of Parent and representatives of Cravath, Swaine & Moore LLP (“Cravath”), legal counsel to Parent. During the meeting, management representatives presented information on the global market for liquified natural gas and its impact on the recent performance of the Partnership and a business overview of the Partnership and its assets. Management representatives, in their capacity as representatives of Parent, also presented the Initial Offer and described the rationale for the proposed transaction and the Initial Offer.

Later on February 14, 2023, an initial draft of the Merger Agreement prepared by representatives of Cravath was provided to RLF. On February 15, 2023, representatives of Cravath provided RLF with an initial draft of the Support Agreement.

On February 21, 2023, representatives from Evercore and management of the Partnership held a meeting for Evercore to conduct diligence on the Forecasts (as defined below), the business and operations of the Partnership and the outlook for the LNG and LNG shipping sectors.

On February 27, 2023, the Conflicts Committee met with representatives of Evercore and RLF. During the meeting, representatives of Evercore presented their preliminary financial analysis with respect to the proposed transaction. During its presentation, Evercore, among other things, reviewed the terms of the Initial Offer, the capital structure of the Partnership, historical trading prices of the Common Units and Evercore’s diligence with management of the Partnership and Parent, including the Forecasts and management’s responses to Evercore’s diligence questions. Evercore then presented its preliminary valuation of the Common Units, and the Conflicts Committee directed Evercore on additional areas for refinement of its analysis.

On February 28, 2023, the Chairman of the Conflicts Committee met with Evercore to discuss protocol and process for potential negotiations with Parent.

On March 3, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, representatives of Evercore presented updates to Evercore’s preliminary financial analysis of the proposed transaction, and the Conflicts Committee and its advisors discussed potential responses to the Initial Offer. Following discussion, the Conflicts Committee directed Evercore to contact Parent and propose that the Unaffiliated Unitholders receive overall value of $10.00 per Common Unit in the proposed transaction and that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders (the “March 3 Counterproposal”).

On March 4, 2023, representatives of Evercore communicated the March 3 Counterproposal to a representative of Parent.

On March 9, 2023, representatives of Evercore (at the direction of the Conflicts Committee) met with representatives of Parent to discuss assumptions underlying each of Evercore’s and Parent’s preliminary financial analysis of the proposed transaction.

Later on March 9, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. Representatives of RLF described to the Conflicts Committee the material terms of the initial draft of the Merger Agreement and the Support Agreement provided by Cravath and potential revisions thereto. Following discussion, the Conflicts Committee determined not to provide comments to the initial draft of the Merger Agreement or the Support Agreement at that time. Evercore representatives reported to the Conflicts Committee and RLF on their meeting with representatives of Parent regarding the assumptions underlying each of Evercore’s and Parent’s preliminary financial analysis of the proposed transaction, and further reported on their ongoing diligence with respect to the proposed transaction.

On March 10, 2023, a representative of Parent contacted Evercore and rejected the March 3 Counterproposal, proposing instead that the Unaffiliated Unitholders receive overall value of $8.02 per Common Unit in the proposed transaction (the “March 10 Counterproposal”). As part of the March 10 Counterproposal, Parent also rejected the Conflicts Committee’s proposal that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders.

On March 13, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, representatives of Evercore presented the March 10 Counterproposal and Evercore’s revised financial analysis of the proposed transaction and the March 10 Counterproposal. The Conflicts Committee determined not to make a counteroffer of a specific dollar amount per Common Unit following that meeting and instead directed Evercore to refine its analysis.

On March 14, 2023, representatives from Evercore and management of the Partnership held a diligence discussion with respect to the operations of Partnership and the Forecasts. Noting that, consistent with management and market practice, the five-year Forecasts prepared by management extended to 2027, Evercore requested that management of the Partnership provide additional longer-term forecasts and assumptions, including charter rates and capital expenditures, among others, to allow Evercore to perform an end of “Useful Life” discounted cash flow analysis for the Partnership. Management of the Partnership indicated that, given the uncertainty regarding environmental regulations and their potential effect on the overall life cycle, charter rates and required capital expenditures (including required capital expenditures resulting from changes in regulations) to operate the fleet beyond 2027, such assumptions that may be required for Evercore to perform an end of “Useful Life” discounted cash flow analysis would involve considerable uncertainty. Specifically, management of the Partnership indicated that environmental regulations expected to become effective beginning in 2024 would likely impact several aspects of the operations and revenue generation of the Partnership’s fleet. In particular, such regulations may impact the effective life cycle of certain vessels depending on type of propulsion technology, the fleet’s charter rates due to increased competition with more modern and environmentally-friendly vessels, as well as the delivery of newbuilding vessels by the time such regulations are enforced. Partnership management also indicated that such regulations would also likely require significant capital expenditures with respect to the operation of certain existing vessels in order to meet emission regulation thresholds, especially in connection with operations beyond 2027. Based on the inability to generate reliable longer-term forecasts and assumptions due to such regulatory and commercial uncertainty, Evercore determined a “Useful Life” discounted analysis for the Partnership would not be a reliable analysis.

Later on March 14, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. Evercore presented additional financial analysis to the Conflicts Committee regarding the proposed transaction and the March 10 Counterproposal. The Conflicts Committee and its advisors then discussed the March 10 Counterproposal and potential responses thereto. The Conflicts Committee discussed a summary of feedback relating to the proposed transaction provided to management by certain Unaffiliated Unitholders who had contacted Parent and the Partnership following the announcement of the Initial Offer. Following the discussion, the Conflicts Committee determined to propose that the Unaffiliated Unitholders receive overall value of $9.85 per Common Unit in the proposed transaction and that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders (the “March 14 Counterproposal”). The Conflicts Committee instructed Evercore to deliver the March 14 Counterproposal to Parent along with materials summarizing the Conflicts Committee’s perspectives.

On March 15, 2023, a representative of Evercore communicated the March 14 Counterproposal to a representative of Parent along with materials summarizing the Conflicts Committee’s perspectives.

On March 17, 2023, a representative of Parent contacted Evercore and rejected the March 14 Counterproposal, proposing instead that the Unaffiliated Unitholders receive overall value of $8.10 per Common Unit in the proposed transaction (the “March 17 Counterproposal”). As part of the March 17 Counterproposal, Parent also rejected the Conflicts Committee’s proposal that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders.

On March 19, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, representatives of Evercore summarized the March 17 Counterproposal. The Evercore representatives then presented their updated financial analysis of the proposed transaction and the March 17 Counterproposal. The Conflicts Committee and its advisors discussed the duties and responsibilities of the Conflicts Committee, including in relation to Parent’s ownership interest in the Partnership. Following discussion of potential counteroffers to the March 17 Counterproposal, the Conflicts Committee directed Evercore to contact Parent and propose that the Unaffiliated Unitholders receive overall value of $9.10 per Common Unit in the proposed transaction and that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders (the “March 19 Counterproposal”).

Following the meeting on March 19, 2023, a representative of Evercore communicated the March 19 Counterproposal to a representative of Parent.

On March 29, 2023, a representative of Parent rejected the March 19 Counterproposal, proposing instead that the Unaffiliated Unitholders receive overall value of $8.38 per Common Unit in the proposed transaction (the “March 29 Counterproposal”). As part of the March 29 Counterproposal, Parent also rejected the Conflicts Committee’s proposal that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders. In addition, the representatives of Parent indicated that the March 29 Counterproposal would expire on March 31, 2023.

On March 30, 2023, a representative of Parent contacted the Chairman of the Conflicts Committee, summarized the March 29 Counterproposal and reiterated that the March 29 Counterproposal would expire on March 31, 2023.

Later on March 30, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, representatives of Evercore summarized the March 29 Counterproposal to the Conflicts Committee. The representatives of Evercore presented their updated financial analysis of the proposed transaction and the March 29 Counterproposal. Following discussion of potential counteroffers to the March 29 Counterproposal, the Conflicts Committee directed Evercore to contact Parent and propose that the Unaffiliated Unitholders receive overall value of $9.00 per Common Unit in the proposed transaction (the “March 30 Counterproposal”). The Conflicts Committee further directed Evercore to inform Parent that the March 30 Counterproposal was not conditioned upon the proposed transaction receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders but that the Conflicts Committee would seek to condition the proposed transaction upon receiving approval of a majority of the Common Units held by the Unaffiliated Unitholders for any amount below the March 30 Counterproposal.

Following the meeting on March 30, 2023, representatives of Evercore communicated to Parent the March 30 Counterproposal and the Conflicts Committee’s position that the Conflicts Committee would again seek to condition the proposed transaction upon receiving approval of a majority of the Common Units held by the Unaffiliated Unitholders if the overall value received by the Unaffiliated Unitholders was below the amount of the March 30 Counterproposal.

On March 31, 2023, a representative of Parent contacted Evercore and rejected the March 30 Counterproposal, proposing instead that the Unaffiliated Unitholders receive overall value of $8.52 per Common Unit in the proposed transaction (the “March 31 Counterproposal”). The representative of Parent informed Evercore that the March 31 Counterproposal was Parent’s best and final offer, that Parent was prepared to make a public filing with the SEC on April 3, 2023, disclosing the price of the March 31 Counterproposal and that the proposed transaction would not be consummated if the Conflicts Committee did not accept the March 31 Counterproposal. The March 31 Counterproposal did not require that the proposed transaction be conditioned upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders.

On April 1, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, representatives of Evercore summarized the March 31 Counterproposal, including Parent’s statement that the March 31 Counterproposal was Parent’s best and final offer, that Parent was prepared to make a public filing with the SEC on April 3, 2023, disclosing the price of the March 31 Counterproposal and that the proposed transaction would not be consummated if the Conflicts Committee did not accept the March 31 Counterproposal. The representatives of Evercore presented their financial analysis of the proposed transaction and the March 31 Counterproposal. Following discussion of potential counteroffers to the March 31 Counterproposal, the Conflicts Committee determined that the Chairman of the Conflicts Committee would contact a representative of Parent and propose that the Unaffiliated Unitholders receive overall value of $8.75 per Common Unit in the proposed transaction (the “April 1 Counterproposal”). The Conflicts Committee discussed whether the April 1 Counterproposal would condition the proposed transaction upon receiving the approval of holders of a majority of the Common Units held by the Unaffiliated Unitholders and determined it would not. The Conflicts Committee also instructed RLF to finalize comments to the draft Merger Agreement and draft Support Agreement consistent with the Conflicts Committee’s discussion during the meeting on March 9, 2023 (except that the condition of receiving the approval of holding a majority of the Common Units held by Unaffiliated Unitholders would be eliminated), and to send the comments to Cravath.

Following the meeting on April 1, 2023, the Chairman of the Conflicts Committee communicated the April 1 Counterproposal to a representative of Parent.

On April 2, 2023, the Chairman of the Conflicts Committee and representatives of Evercore received phone calls from representatives of Parent, during which representatives of Parent communicated that the Conflicts Committee should reexamine the Conflicts Committee’s April 1 Counterproposal and reconsider Parent’s March 31 Counterproposal.

Later on April 2, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During that meeting, the Chairman of the Conflicts Committee and the Evercore representatives summarized their discussions with representatives of Parent. The Conflicts Committee and its advisors discussed the status of the negotiation of the proposed transaction and determined not to adjust the April 1 Counterproposal. The Conflicts Committee determined that the Chairman of the Conflicts Committee should reiterate the April 1 Counterproposal to Parent and clarify that the Conflicts Committee is waiting for a response from Parent. Following the meeting, the Chairman of the Conflicts Committee reiterated the April 1 Counterproposal to a representative of Parent and explained that the Conflicts Committee was waiting for a response from Parent.

On April 3, 2023, RLF, at the direction of the Conflicts Committee, sent comments to the draft Merger Agreement and draft Support Agreement to Cravath. The revisions to such documents included (a) the addition of an ability for the Conflicts Committee to make an adverse recommendation change in the event that the Conflicts Committee determines that the failure to do so would be adverse to the interests of the Unaffiliated Unitholders, (b) the addition of a covenant restricting Parent from acquiring additional Common Units during the period between signing and closing of the proposed transaction, (c) a provision requiring Parent to share fifty percent of the expenses arising out of the preparation of the proxy statement and the solicitation of approval of the proposed transaction by Common Unitholders, (d) a change to the closing conditions such that the payment of the special distribution is a mutual closing condition rather than a Parent closing condition, (e) the addition of an obligation for the Partnership to continue paying regular quarterly cash distributions consistent with past practices during the period between signing and closing of the proposed transaction, and (f) the addition of an obligation for the Partnership to maintain directors’ and officers’ liability insurance policies following the closing of the proposed transaction.

Later on April 3, 2023, a representative of Parent contacted the Chairman of the Conflicts Committee and proposed that the Unaffiliated Unitholders receive overall value of $8.65 per Common Unit in the proposed transaction, consisting in part of a special distribution by the Partnership of $3.28 per Common Unit in cash to be distributed to the Common Unitholders prior to the closing of the proposed transaction and the remaining $5.37 to be paid by Parent as merger consideration at the closing of the proposed transaction (the “April 3 Counterproposal”).

On April 3, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, the Chairman of the Conflicts Committee summarized the April 3 Counterproposal. The Conflicts Committee and its advisors discussed the April 3 Counterproposal and Evercore’s financial analysis of the proposed transaction and the April 3 Counterproposal. Following discussion, the Conflicts Committee authorized the Chairman of the Conflicts Committee to contact Parent to inform it that the Conflicts Committee would accept the April 3 Counterproposal, subject to negotiation of terms of the definitive Merger Agreement.

On April 4, 2023, representatives of Cravath, on behalf of Parent, sent revised drafts of the Merger Agreement and Support Agreement to RLF. The revised draft Merger Agreement, among other things, removed the provision allowing the Conflicts Committee to make an adverse recommendation change in the event that the Conflicts Committee determines that the failure to do so would be adverse to the interests of the Unaffiliated Unitholders and removed the provision obligating the Partnership to maintain directors’ and officers’ liability insurance policies following the closing of the proposed transaction.

Over the period of April 4, 2023, through April 6, 2023, representatives of Cravath, at the direction of Parent, and RLF, at the direction of the Conflicts Committee, exchanged additional comments to the draft Merger Agreement. As part of these exchanges, the Merger Agreement retained a provision allowing the Conflicts Committee to make an adverse recommendation change in the event that the Conflicts Committee determines that the failure to do so would be adverse to the interests of the Unaffiliated Unitholders and a provision obligating the Partnership to maintain directors’ and officers’ liability insurance policies for a period of time following the closing of the proposed transaction, and the parties agreed to a mutual expense reimbursement provision in the event that the Merger Agreement is terminated under certain circumstances.

On April 6, 2023, the Conflicts Committee held a meeting with representatives of Evercore and RLF. During the meeting, the Conflicts Committee and its advisors discussed the proposed transaction, including the terms and conditions of the Merger Agreement, and RLF presented to the Conflicts Committee an overview and update with respect to the terms of the Merger Agreement. Also at this meeting, Evercore reviewed its updated financial analysis of the proposed transaction with the Conflicts Committee and, at the request of the Conflicts Committee, rendered an oral opinion to the Conflicts Committee, which was subsequently confirmed by delivery of a written opinion dated April 6, 2023, to the effect that, as of the date of such opinion and subject to the factors, procedures, assumptions, qualifications and limitations set forth therein, the Consideration to be received by the Unaffiliated Unitholders in the Merger is fair, from a financial point of view, to the Partnership and the Unaffiliated Unitholders. At this meeting, the Conflicts Committee unanimously (a) determined that the proposed transaction, on the terms and conditions set forth in the Merger Agreement, is in the best interests of the Partnership and the Unaffiliated Unitholders and the Consideration to be received by the Unaffiliated Unitholders is fair to the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement, with such approval constituting Special Approval for all purposes under the Partnership Agreement, including Section 7.17(a) thereof, and (c) recommended to the Partnership Board that the Partnership Board (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.

Further, on April 6, 2023, in a meeting of the Partnership Board, the Chairman of the Conflicts Committee provided the Partnership Board with a report on the process conducted by the Conflicts Committee in its evaluation of the proposed transaction, including (a) the hiring of Evercore, as financial advisor, and RLF, as legal advisor, (b) the Conflicts Committee’s consideration of the merits of the proposed transaction over the course of a number of meetings, including meetings with its financial and legal advisors, (c) the Conflicts Committee’s negotiation of the terms of the Merger Agreement, including the consideration to be received by the Unaffiliated Unitholders in the Merger, (d) the receipt of the oral opinion of Evercore, as described above, and (e) the determinations, approvals and recommendations of the Conflicts Committee with respect to the Merger Agreement and the Merger, as described above. Following the Chairman of the Conflicts Committee’s report, the Partnership Board, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the transactions contemplated by the Merger Agreement, 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) resolved to recommend the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.

Subsequently on April 6, 2023, (a) the Partnership, the General Partner, Parent and Merger Sub executed and delivered the Merger Agreement and (b) Parent and the Partnership executed and delivered the Support Agreement.

Later on April 6, 2023, Parent and the Partnership issued a joint press release announcing the execution of 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 as defined in the Partnership Agreement. Under Section 7.17(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 the General Partner and all of the limited partners of the Partnership, and will not constitute a breach of the Partnership Agreement, any other agreement contemplated by thereby, any organizational documents of any subsidiary of the Partnership or any duty stated or implied by law or equity, if the resolution or course of action is approved by Special Approval.

Under Section 7.17(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 the Partnership 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, any other agreement contemplated by thereby, any organizational documents of any subsidiary of the Partnership or under Marshall Islands law or any other law, rule or regulation or at equity.

Whenever the Partnership Board makes a determination or takes or declines to take any other action under the Partnership Agreement or any other agreement contemplated thereby or otherwise, then, unless another express standard is provided for in the Partnership Agreement, the Partnership 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, any other agreement contemplated thereby, any organizational documents of any subsidiary of the Partnership or under Marshall Islands law or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of the Partnership Agreement, the person or persons making such determination or taking or declining to take such other action must reasonably believe that the determination or other action is in the best interests of the Partnership, unless the context otherwise requires.

Under Section 7.18(b) of the Partnership Agreement, the General Partner and the Partnership Board may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by either of them, and any act taken or omitted to be taken in reliance upon the advice or opinion of such persons as to matters that the General Partner or the Partnership Board reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

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

The Conflicts Committee

The Partnership Board directed the Conflicts Committee, comprised solely of two independent directors, Mr. Fisher and Ms. Holth, who meet the requirements for membership on the Conflicts Committee set forth in the Partnership Agreement, to (a) propose, review, evaluate and negotiate the proposed transactions on behalf of the Partnership and the Common Unitholders and (b) make any recommendations to the Partnership Board and to the holders of Common Units regarding the proposed transactions as the Conflicts Committee determines in its sole discretion to be advisable or to reject in its sole discretion the proposed transactions and to terminate discussions with Parent. The Conflicts Committee retained RLF as its independent legal counsel, and Evercore as its independent financial advisor. The Conflicts Committee oversaw the performance of financial, legal and other due diligence by its advisors, conducted an extensive review and evaluation of the proposed transactions and conducted negotiations with Parent and its representatives with respect to the Merger Agreement and the Support Agreement and the transactions contemplated thereby.

On April 6, 2023, 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 unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and (c) recommended to the Partnership Board that the Partnership Board (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.

Reasons for the Conflicts Committee’s Recommendation

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 Partnership Board:

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 Partnership Board:

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 Partnership Board

The Partnership Board consists of five members of the Partnership—Curtis V. Anastasio, Paolo Enoizi, Julian Metherell, Roly Fisher and Kristin H. Holth. Curtis V. Anastasio is the Chairman of the Board, and Paolo Enoizi is also the Chief Executive Officer.

Some of the directors may have different interests in the Merger than the Unaffiliated Unitholders. For a complete discussion of these and other interests of the members of the Partnership Board in the Merger, see “– Interests of the Directors and Executive Officers of the Partnership in the Merger”. Following receipt of Parent’s initial offer to acquire all of the Common Units not already owned by Parent, the Partnership Board directed the Conflicts Committee of the Partnership Board (the “Conflicts Committee”), comprised solely of two independent directors who meet the requirements for membership on the Conflicts Committee set forth in the Partnership Agreement and advised by its own independent legal and financial advisors, to (a) propose, review, evaluate and negotiate the proposed transactions on behalf of the Partnership and the Common Unitholders and (b) make any recommendations to the Partnership Board and to the holders of Common Units regarding the proposed transactions as the Conflicts Committee determines in its sole discretion to be advisable or to reject in its sole discretion the proposed transactions and to terminate discussions with Parent.

On April 6, 2023, the Conflicts Committee unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and (c) recommended to the Partnership Board that the Partnership Board (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.

On April 6, 2023, the Partnership Board, acting upon the recommendation of the Conflicts Committee, unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders and (d) resolved to recommend the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Common Unitholders.

The Partnership 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 the Partnership and the Common Unitholders, and recommending that Common Unitholders vote in favor of the Merger Proposal, the Partnership Board considered a number of factors, including the following material factors:

In doing so, the Partnership 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 Partnership Board in considering the Merger. In view of the various factors and information considered, the Partnership 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 Partnership 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 Partnership Board may have given different weights to different factors. The Partnership Board made its recommendation based on the totality of information presented to, and the investigation conducted by, the Partnership 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 Partnership 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

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the proposed Merger. On April 6, 2023, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of April 6, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Consideration to be received by the Unaffiliated Unitholders in the Merger is fair, from a financial point of view, to the Partnership and the Unaffiliated Unitholders. Evercore subsequently confirmed its oral opinion in a written opinion on the same date.

The full text of the written opinion of Evercore, dated as of April 6, 2023, 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 hereto as Annex C to this proxy statement. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Consideration, from a financial point of view, to the Partnership and the Unaffiliated Unitholders, and did not address any other aspects or implications of the Merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any Common Unitholder should act or vote in respect of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C to this proxy statement.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

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 has not assumed responsibility or liability for any independent verification of such information), and Evercore further relied upon the assurances of the management of the Partnership that they are 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 the Partnership as to the future financial performance of the Partnership and the other matters covered thereby. Evercore expressed no view as to the Forecasts or the Appraisals, or the assumptions on which they are based, as applicable. Evercore relied, at the direction of the Conflicts Committee, without independent verification, upon the assessments of the management of the Partnership as to the future operational performance of the Partnership, including but not limited to, charter revenues, commissions, operating expenses, administrative expenses, other fees and expenses, and capital expenditures.

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 the Partnership or the consummation of the Merger or reduce the contemplated benefits to the Unaffiliated Unitholders of the Merger.

Evercore did not conduct a physical inspection of the properties, facilities or vessels of the Partnership and has not made or assumed 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 the Partnership, nor has Evercore been furnished with any such valuations or appraisals (other than the Appraisals), nor did Evercore evaluate the solvency or fair value of the Partnership or any of its vessels under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of April 6, 2023 and financial, economic, market and other conditions as they existed on April 6, 2023 and as could be evaluated as of April 6, 2023. It is understood that subsequent developments may affect Evercore’s opinion and that 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 the Partnership and to the Unaffiliated Unitholders, from a financial point of view, of the Consideration. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Partnership, 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 the Partnership, or any class of such persons, whether relative to the Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, the cancellation of any other class of equity, 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 does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Partnership, nor does it address the underlying business decision of the Partnership 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 the Common Units or any business combination or other extraordinary transaction involving the Partnership. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee, the Partnership Board 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 did not express any opinion as to the prices at which Common Units will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Partnership or the Merger or as to the impact of the Merger on the solvency or viability of the Partnership or the ability of the Partnership to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Partnership and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on April 6, 2023, in connection with rendering Evercore’s opinion to the Conflicts Committee. Each 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 April 5, 2023, and is not necessarily indicative of current or future market conditions.

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

Summary of Evercore’s Financial Analysis

Assumptions with Respect to the Partnership

Evercore performed a series of financial analyses to derive indicative valuation ranges for the Common Units. Financial data for the Partnership utilized in the financial analyses described below were based upon, among other things, the Forecasts. A summary of the Forecasts is available in “Unaudited Management Forecasts of the Partnership” below. The Forecasts were not adjusted by Evercore.

Charter Adjusted Appraisal Net Asset Value

Evercore reviewed and compared the Consideration of $8.65 per Common Unit, consisting of the Special Distribution and the Merger Consideration, to an estimate of the Partnership’s net asset value (referred to in this section as “NAV”) determined by using the average value per vessel reflected in the Appraisals. After performing an adjustment for prevailing market rates and adding the net present value of operating cash flows for two sale leaseback vessels, Evercore calculated a gross asset value for the entire fleet of approximately $1,732 million. After adjusting for debt, cash, net working capital and liquidation value of the Partnership’s preference units as of December 31, 2022, Evercore calculated an estimated NAV for the Partnership of $627 million. Based on the foregoing and dividing by the number of outstanding Common Units on a fully converted basis, as provided by Partnership management, and after applying a 10% premium and discount to the average appraisal value, Evercore’s calculation resulted in a range of implied NAV per Common Unit of $8.18 to $14.91.

Evercore observed a limited number of recent asset transactions for LNG vessels similar to those of the Partnership, which, based on its professional judgment and experience, may make the Appraisals a less reliable indication of value relative to other shipping sectors that have a greater number of asset transactions.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis to calculate a range of implied value for the Common Units by estimating the present value of the unlevered free cash flows that the Partnership was forecasted to generate during the years 2023 to 2027 based on the Forecasts. Evercore calculated the per unit value range for the Common Units by utilizing a range of discount rates based on the Partnership’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical capital asset pricing model (“CAPM”) as well as a terminal value based on a range of estimated EBITDA multiples.

For the Partnership’s discounted cash flow analysis, Evercore calculated the terminal value for the Partnership by applying a range of estimated EBITDA exit multiples of 4.0x to 6.0x to 2027E EBITDA. The unlevered free cash flows and the terminal value were then discounted to present value as of January 1, 2023 using a range of discount rates of 8.75% to 9.75% based on the Partnership’s WACC, as estimated by Evercore based on the CAPM and the Partnership’s LNG shipping peers to derive a range of implied enterprise values for the Partnership. Evercore adjusted such enterprise values for the liquidation value of the Partnership’s preference units, debt and cash as of December 31, 2022 to derive a range of implied equity values for the Partnership. Evercore then divided the resulting range of implied equity values by the number of units outstanding on a fully converted basis. The discounted cash flow analysis resulted in a range of implied equity values per Common Unit of $6.63 to $13.23.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of the Partnership by reviewing and comparing the market values and trading multiples of the following five publicly traded corporations and partnerships that Evercore deemed to have certain characteristics similar to those of the Partnership, including master limited partnerships and LNG shipping companies (referred to in this section as the “Selected Peers”):

LNG Shipping MLPs/Companies:

Although none of the Selected Peers is directly comparable to the Partnership, Evercore selected these partnerships and companies because they are publicly traded master limited partnerships or LNG shipping companies that Evercore, in its professional judgment and experience, considered generally relevant to the Partnership for purposes of its financial analyses. While Evercore considered Flex LNG Ltd. and Excelerate Energy, Inc., it relied more heavily on the other aforementioned master limited partnerships and LNG shipping companies due to their relatively greater similarities to the Partnership.

For each of the selected peers, Evercore calculated the following trading multiples:

The result of these calculations are as follows.

Evercore noted that the Partnership’s Enterprise Value / 2023 EBITDA multiple and Enterprise Value / 2024 EBITDA multiple was 5.0x and 6.2x, respectively, based on Wall Street consensus estimates and 4.9x and 5.3x, respectively, based on the Forecasts as of January 24, 2023, the trading day prior to Parent’s public offer to acquire all outstanding Common Units not already owned by Parent and its affiliates. Based on the multiples it derived for the Selected Peers and based on its professional judgement and experience, Evercore applied an Enterprise Value / 2023 EBITDA multiple reference range of 5.0x to 6.0x to the Partnership’s estimated EBITDA in calendar year 2023, and an Enterprise Value / 2024 EBITDA multiple reference range of 5.5x to 6.5x to the Partnership’s estimated EBITDA in calendar year 2024, based on the Forecasts. Based on these ranges of implied enterprise values, after adjusting for preferred equity, debt and cash as of December 31, 2022, and dividing by the number of Common Units outstanding, Evercore determined a range of implied equity values per Common Unit of (i) $7.28 to $12.61 based on 2023 EBITDA and (ii) $7.87 to $12.82 based on 2024 EBITDA.

Evercore noted that the Partnership’s Price / NAV multiple was 0.60x based on estimated net asset value as calculated by Evercore based on the Appraisals and 0.77x based on Wall Street consensus estimated net asset value as of January 24, 2023, the trading day prior to Parent’s public offer to acquire all outstanding Common Units not already owned by Parent and its affiliates. 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 0.55x to 0.80x to the Partnership’s implied NAV per Common Unit, which Evercore calculated as described above under the heading “— Charter Adjusted Appraisal Net Asset Value”. Evercore’s analysis indicated a range of implied equity values per Common Unit of $6.35 to $9.24.

Precedent M&A Transaction Analysis

Evercore performed precedent M&A transaction analyses to derive an indicative valuation range for the Common Units of the Partnership.

a.      LNG Shipping and FSRU Transactions

Evercore reviewed transactions involving LNG shipping corporations and partnerships announced since March 2018 and selected four transactions as the basis for its analysis, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Merger or to the Partnership, respectively:

Evercore noted that the mean of the implied Price / NAV multiples for the selected LNG shipping and FSRU transactions was equal to 0.92x.

b.      Other Shipping Transactions

Evercore reviewed transactions involving other shipping corporations and partnerships announced since March 2018 and selected four transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of the Partnership as the basis for its analysis, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Merger or to the Partnership, respectively:

Evercore noted that the mean of the implied Price / NAV multiples for the selected Other Shipping transactions taken together with LNG shipping and FSRU transactions was equal to 0.91x.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Price / NAV of 0.70x to 1.05x and applied the range to the Partnership’s implied NAV per Common Unit, which Evercore calculated as described above under the heading “— Charter Adjusted Appraisal Net Asset Value”. Evercore’s analysis indicated a range of implied equity values per Common Unit of $8.08 to $12.12.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on April 6, 2023, the date on which Evercore delivered its opinion, as described above, Evercore made other written and oral presentations to the Conflicts Committee on February 3, February 9, February 27, March 3, March 13, March 14, March 19, March 30, April 1 and April 3, 2023, which are referred to as the preliminary Evercore presentations. Copies of the preliminary Evercore presentations provided to the Conflicts Committee by Evercore have been attached as exhibits to the Schedule 13E-3 related to the Merger. These written presentations and the written opinion will be available for any interested unitholder of the Partnership or representative who has been so designated in writing to inspect and copy at the Partnership’s executive offices during regular business hours.

None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Consideration.

The February 3, 2023 materials included a review of Parent’s proposal, an overview of the LNG shipping market and a summary of key considerations for the Conflicts Committee.

The February 9, 2023 materials included a preliminary diligence request list and a proposed timeline for the Conflicts Committee.

The February 27, 2023 materials included a summary of Parent’s proposal, an overview of the Partnership’s current market situation, a review of the Forecasts and a preliminary valuation of the Common Units.

The March 3, 2023 materials included a summary of Parent’s proposal, an overview of the Partnership’s current market situation, a review of the Forecasts, a preliminary valuation of the Common Units and considerations regarding a counterproposal by the Conflicts Committee.

The March 13, 2023 materials included a summary of Parent’s counterproposal and an overview of the Partnership’s current market situation.

The March 14, 2023 materials included a review of supporting analyses to accompany the Conflicts Committee’s counterproposal to Parent.

The March 19, 2023 materials included a summary of Parent’s counterproposal and an overview of counterproposal negotiation strategies.

The March 30, 2023 materials included a summary of Parent’s counterproposal and a preliminary valuation of the Common Units.

The April 1, 2023 materials included a summary of Parent’s counterproposal, an overview of the Partnership’s current market situation, a review of the Forecasts and a preliminary valuation of the Common Units.

The April 3, 2023 oral presentation included a summary of Parent’s final proposal, an overview of the Partnership’s current market situation, a review of Forecasts and a preliminary valuation of the Common Units.

Each of the analyses performed in these preliminary Evercore presentations was subject to further revision and subject to the final analyses presented to the Conflicts Committee on April 6, 2023, by Evercore. Each of these analyses was necessarily based on financial, economic, market and other conditions as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the April 6, 2023 presentation.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Merger, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Consideration. No company or partnership used in the above analyses as a comparison is directly comparable to the Partnership and no precedent transaction used is directly comparable to the Merger. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations, master limited partnerships or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Partnership and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Consideration to be received by the Unaffiliated Unitholders in the Merger is fair, from a financial point of view, to the Partnership and the Unaffiliated Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Merger Agreement and the related terms and conditions of the transaction were determined through negotiations between the Conflicts Committee and Parent. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Consideration.

Under the terms of Evercore’s engagement letter with the Partnership and the Conflicts Committee, the Partnership has agreed to pay Evercore a fee of $1,250,000 upon rendering its opinion and a closing fee of $550,000 upon the closing of the Merger. Evercore also received a fee of $500,000 upon execution of its engagement letter with the Partnership and the Conflicts Committee. In addition, the Partnership has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. Evercore’s engagement letter with the Partnership and the Conflicts Committee includes a consent for use of Evercore’s opinion in the Partnership’s SEC filings related to the proposed Merger, including this proxy statement.

During the two-year period prior to the date hereof, Evercore and its affiliates were not engaged to provide financial advisory or other services to the Partnership, and Evercore did not receive any compensation from the Partnership during such period. Since January 31, 2020, Evercore and its affiliates earned investment banking advisory fees of between $1 million and $5 million, and capital markets fees and commissions of less than $1 million, from Parent. During that same time period, Evercore earned investment banking advisory fees of between $5 million and $10 million from BlackRock, Inc. and its affiliates, none of which fees are related to transactions with or involving the Partnership. Evercore may provide financial advisory or other services to the Partnership and the Sponsor Entities and their respective affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Partnership, the Sponsor Entities, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of the Partnership or the Sponsor Entities.

Unaudited Management Forecasts of the Partnership

The Partnership does not make public long-term projections as to its future earnings or other results due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates. However, the Partnership is including the following summary of certain non-public unaudited financial projections prepared by the Partnership’s management (“Forecasts”) in this proxy statement solely because such information was made available to the Conflicts Committee and Parent in connection with its evaluation of the Merger and was provided to Evercore for its use and reliance in connection with its financial analyses and opinion. The inclusion of the Forecasts should not be regarded as an indication that any of the Partnership, the General Partner, the Partnership Board, Parent or any of their respective officers, directors, affiliates, advisors or other representatives considered, or now considers, any of the Forecasts to be necessarily predictive of actual future results. The Forecasts are not included in this proxy statement to influence any of the Common Unitholders to make any investment decision with respect to the Merger or for any other purpose.

The Forecasts were prepared by, and are the sole responsibility of, the management of the Partnership, solely for internal use and are subjective in many respects. As a result, there can be no assurance that the prospective results will necessarily be realized or that actual results will not be significantly higher or lower than estimated. The Partnership’s management believes that the assumptions used as a basis for the Forecasts were reasonable at the time they were made given the information available to the Partnership’s management at that time. However, the Forecasts are not a guarantee of future performance. The future financial results of the Partnership may materially differ from those expressed in the Forecasts due to factors that are beyond the management of the Partnership’s ability to control or predict.

Although the Forecasts are presented with numerical specificity, they are forward-looking statements that involve inherent risks and uncertainties and reflect numerous estimates and assumptions, all of which are difficult to predict and many of which are beyond the control of the Partnership. Further, since the Forecasts cover multiple years, such information by its nature becomes less predictive with each successive year. The estimates and assumptions underlying the Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information”. The Common Unitholders are urged to review the Partnership’s SEC filings for a description of additional risk factors with respect to its business.

Certain of the financial information contained in the Forecasts, including EBITDA, are non-IFRS and non-GAAP financial measures. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. The Partnership’s management provided these financial measures because they are commonly used by external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, to assess our operating performance as compared to other publicly traded partnerships in our industry, and because the Partnership’s management believes that these financial measures could be useful in evaluating the Partnership’s business, potential operating performance and cash flow. Non-IFRS and non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS or GAAP, as applicable, and non-IFRS and non-GAAP financial measures as used by the Partnership may not be comparable to similarly titled amounts used by other companies.

The Forecasts do not give effect to the Merger or the other transactions contemplated by the Merger Agreement and were not prepared with a view toward public disclosure, nor were the Forecasts prepared with a view toward compliance with IFRS or 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. In addition, the Forecasts require significant estimates and assumptions that make the information included therein inherently less comparable to the similarly titled IFRS measures in the historical IFRS financial statements of the Partnership. Neither the Partnership’s independent registered public accounting firm, nor any other independent accountants have compiled, examined or performed any procedures with respect to the Forecasts, and accordingly they have not expressed any opinion or any other form of assurance on such information. The reports of the independent registered public accounting firm of the Partnership in the 2022 Form 20-F relate to the Partnership’s historical financial information. The reports do not extend to the Forecasts and should not be read to do so. Furthermore, the Forecasts do not take into account any circumstances or events occurring after the date such information was prepared.

The following tables set forth a summary of certain non-public unaudited Forecasts prepared by management of the Partnership with respect to the Partnership for the years ending December 31, 2023, 2024, 2025, 2026 and 2027. In developing the financial projections for the years 2023 through 2027, the Partnership made numerous material assumptions with respect to its business for the periods covered by the projections including, but not limited to, the following:

Readers of this proxy statement are cautioned not to place undue reliance on the Forecasts set forth above. No representation or warranty is made by the Partnership or any other person to any Partnership unitholder regarding the ultimate performance of the Partnership compared to the information included in the above Forecasts. The inclusion of the Forecasts in this proxy statement should not be regarded as an indication that such prospective financial and operating information will necessarily be predictive of future events, and such information should not be relied on as such.

THE FORECASTS INCLUDED IN THIS PROXY STATEMENT WERE MADE AVAILABLE TO THE CONFLICTS COMMITTEE AND PARENT IN CONNECTION WITH ITS EVALUATION OF THE MERGER AND WERE PROVIDED TO EVERCORE FOR ITS USE AND RELIANCE IN CONNECTION WITH ITS FINANCIAL ANALYSES AND OPINION. THE PARTNERSHIP DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE MANAGEMENT FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH MANAGEMENT FORECASTS ARE NOT REALIZED, EXCEPT AS MAY BE REQUIRED BY LAW.

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

In considering the recommendation of the Partnership Board that Common Unitholders vote “FOR” the Merger Proposal, Common Unitholders should be aware that some of Partnership’s directors and officers have financial interests in the Merger that may be different from, or in addition to, those of Unaffiliated Unitholders generally. Each of the Partnership Board and the Conflicts Committee were 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.

Furthermore, some of Partnership’s directors and officers 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 Partnership Board to have a conflict of interest in recommending approval of the Merger Proposal and the Adjournment Proposal.

Long-Term Incentive Plan and Treatment of Partnership Restricted Units

In January 2015, the Partnership Board adopted the GasLog Partners LP 2015 Long-Term Incentive Plan (the “LTIP”) for its employees, officers, consultants and directors who perform services for Partnership and its subsidiaries. The LTIP provides for the grant of options to purchase common units, common unit appreciation rights, restricted common units, phantom performance common units, cash incentive awards and other equity-based or equity-related awards and substitute awards (collectively, “awards”). These awards are intended to align the interests of employees, officers, consultants and directors with those of our unitholders and to give such individuals the opportunity to share in our long-term performance. As of the date hereof, only Partnership Restricted Units are outstanding under the LTIP.

Each Partnership Restricted Unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time, will automatically be cancelled at the Effective Time and converted into the right to receive a cash payment equal to the sum of (a) the product of (i) the number of Common Units subject to such award as of immediately prior to the Effective Time and (ii) the Merger Consideration and (b) the amount of accrued but unpaid distributions, including the Special Distribution, with respect to such award as of immediately prior to the Effective Time, and for purposes of the foregoing, with performance goals deemed achieved based on actual achievement of any performance goals as of immediately prior to the Effective Time.

Conflicts Committee Fees Relating to the Merger

In consideration of the expected time and effort that would be required of the members of the Conflicts Committee in evaluating the Merger, including negotiating the terms and conditions of the Merger Agreement, the Partnership Board determined that each member of the Conflicts Committee would receive as compensation an amount in cash of $50,000. In connection with any litigation involvement relating to, or arising out of, the Merger, each member of the Conflicts Committee will receive $1,000 per hour for time actually spent in connection with litigation-related matters, if any and, to the extent travel is needed, a fee of $2,500 per travel day and reimbursement of travel costs. The foregoing compensation was approved by the Partnership Board and was not, and is not, contingent upon the approval of the Merger Proposal or completion of the Mergers or any other transaction involving the Partnership or Parent.

Indemnification; Directors’ and Officers’ Insurance

Members of Partnership’s Board and Partnership’s officers will receive continued indemnification and insurance coverage for a period of time following the Effective Time for actions taken in their capacity as directors and officers.

Parent Board Approval of the Merger

The board of directors of Parent (the “Parent Board”) reviewed with management and its advisors the terms and provisions of the Merger Agreement, the Support Agreement, the Debt Commitment Letter and various other agreements (collectively, the “Transaction Documents”).

In connection with the Merger, the Parent Board (a) reviewed and evaluated the Merger and the Transaction Documents for the purpose of determining whether the Merger is in the best interests of Parent, and (b) determined whether or not to approve the Merger and the Transaction Documents. The Parent Board along with its advisors conducted a review and evaluation of the proposed Merger.

The Parent Board, by unanimous vote at a meeting held on April 6, 2023, (a) determined that the Transaction Documents 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, (b) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Transaction Documents, and (c) passed resolutions approving and adopting the Transaction Documents and the transactions contemplated thereby, including the Merger.

Parent, in its capacity as the sole member of Merger Sub, by written consent dated as of April 6, 2023, (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of Merger Sub, (b) declared it advisable to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated thereby and (c) approved the adoption of the Transaction Documents, the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.

Parent, in its capacity as the sole member of the General Partner, by written consent dated as of April 6, 2023, (a) consented to and approved the terms and conditions of the Merger Agreement, the execution and delivery thereof and the performance by the Partnership of its obligations thereunder, the consummation of the transactions contemplated thereby, including the Merger, and all other actions or matters necessary or appropriate to give effect to the foregoing, (b) approved the execution and delivery by the Partnership of the Support Agreement and (c) approved the adoption, execution, delivery and performance of the Transaction Documents.

Position of Parent, the General Partner, Merger Sub, the Conflicts Committee and the Partnership Board as to the Fairness of the Merger

Under the rules governing “going private” transactions, each of Parent, the Partnership, the General Partner and Merger Sub is deemed to be engaged in a “going private” transaction and is required to express its belief as to the fairness of the Merger to the Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act. Parent, the General Partner and Merger Sub are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Partnership Board authorized, empowered and directed the Conflicts Committee to (a) propose, review, evaluate and negotiate the proposed transactions on behalf of the Partnership and the Common Unitholders and (b) make any recommendations to the Partnership Board and to the holders of Common Units regarding the proposed transactions as the Conflicts Committee determines in its sole discretion to be advisable or to reject in its sole discretion the proposed transactions and to terminate discussions with Parent. Although the Partnership Board recommends that the Common Unitholders vote to approve the Merger Agreement, the views of Parent and the General Partner as to the fairness of the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 was filed with the SEC) should not be construed as a recommendation to any Unaffiliated Unitholder as to how such Unaffiliated Unitholder should vote on the proposal to approve the Merger Agreement.

Parent did not undertake an independent evaluation of the fairness of the Merger to the Common Unitholders or engage a financial advisor for such purpose. However, based on the procedural safeguards implemented during the negotiation of the Merger Agreement, which include (a) the requirement that the Merger Agreement and the Merger receive Unitholder Approval; (b) the review of the Conflicts Committee, to which the Partnership Board delegated the full power and authority of the Partnership Board, to the fullest extent permitted by the Partnership Agreement, to (i) propose, review, evaluate and negotiate the proposed transactions on behalf of the Partnership and the Common Unitholders and (ii) make any recommendations to the Partnership Board and to the holders of Common Units regarding the proposed transactions as the Conflicts Committee determines in its sole discretion to be advisable or to reject in its sole discretion the proposed transactions and to terminate discussions with Parent; and (c) the other factors considered by, and the analysis, discussion and resulting conclusions of, the Conflicts Committee and the Partnership Board described in the section entitled “The Merger – Recommendation of the Conflicts Committee and the Partnership Board; Reasons for Recommending Approval of the Merger Proposal”, which analysis, discussion and resulting conclusions Parent expressly adopts as its own, Parent, acting on its own behalf and on behalf of Merger Sub, the General Partner, the Conflicts Committee and the Partnership Board all believe that the Merger is substantively and procedurally fair to the Unaffiliated Unitholders.

The foregoing discussion of the information and factors considered and given weight by Parent, acting on its own behalf and on behalf of Merger Sub, the General Partner, the Conflicts Committee and the Partnership Board, is not intended to be exhaustive, but includes the factors considered by Parent, the General Partner, the Conflicts Committee and the Partnership Board that each believes to be material to the fairness determination regarding the fairness of the Merger for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. Parent, the General Partner, the Conflicts Committee and the Partnership Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, Parent (acting on its own behalf and on behalf of Merger Sub), the General Partner, the Conflicts Committee and the Partnership Board each made their respective fairness determinations after considering all of the factors as a whole.

Purpose of Parent and Reasons for the Merger

Reasons of Parent for the Merger include, but are not limited to, the following:

Parent and the Parent Board have undertaken to pursue the Merger at this time for the reasons described above.

Parent believes that structuring the transaction as a merger is preferable to other transaction structures because (1) it will enable Parent to acquire all of the issued and outstanding Common Units at the same time and (2) it represents an opportunity for the Unaffiliated Unitholders to receive a premium for their Common Units (taking into account the Special Distribution and the Merger Consideration, in the aggregate). Further, Parent believes that structuring the transaction as a merger provides a prompt and orderly transfer of ownership of the Partnership in a single step, without the necessity of financing separate purchases of the Common Units in a tender offer and implementing a second-step merger to acquire any Common Units not tendered into any such tender offer, and without incurring any additional transaction costs associated with such activities.

The foregoing discussion of the information and factors considered by the Parent Board is not intended to be exhaustive, but includes the material factors considered by the Parent Board in considering whether to pursue and approve the Merger. In view of the variety of factors considered in connection with its evaluation of the Merger, the Parent Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Parent Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Parent Board based its decision on the totality of the information presented.

Portions of this explanation of the reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements”.

Primary Benefits and Detriments of the Merger

Benefits and Detriments to Common Unitholders

The primary benefits of the Merger to Common Unitholders include the following:

The primary detriments of the Merger to Common Unitholders that will not have a continuing interest in the Partnership following the Merger include the following:

Benefits and Detriments to the Partnership and Parent

The primary benefits of the Merger to the Partnership and Parent include the following:

The primary detriments of the Merger to the Partnership and Parent include the following:

Ownership of the Partnership After the Merger

After the Merger, the Partnership will survive as a direct subsidiary of Parent.

Regulatory Approvals and Clearances Required for the Merger

Consummation of the Merger is not subject to the expiration or termination of the waiting period under the HSR Act and is not expected to be subject to any other regulatory approvals.

Financing of the Merger

There is no financing condition to the Merger. The Merger Consideration will be financed by means of a senior bridge term loan facility, proceeds of the Special Distribution to be received by Parent and its affiliates, each as described below and available cash on hand.

Bridge Facility

Concurrently with the execution of the Merger Agreement, Parent entered into the Debt Commitment Letter, pursuant to which DNB agreed to underwrite a senior bridge term loan facility in an aggregate amount up to the lower of $75,000,000 and 85% of the Merger Consideration (the “Bridge Facility”). Pursuant to the Debt Commitment Letter, Parent and DNB have agreed to negotiate and execute a long-form bridge facility agreement (the “Bridge Facility Agreement”) as soon as is reasonably practicable and in any event prior to October 6, 2023, such that the Bridge Facility is available to Merger Sub on the closing date of the Merger, subject only to the satisfaction of certain limited conditions. All obligations of Merger Sub (in its capacity as the borrower, the “Borrower”) under the Bridge Facility Agreement will be guaranteed by Parent.

Funding under the Bridge Facility is subject to the satisfaction of a number of customary conditions including, among others, and in each case, subject to certain exceptions: (a) the absence of a “material adverse effect” (to be defined in the Bridge Facility Agreement) with respect to Parent and the absence of a Partnership Material Adverse Effect (as defined in the Merger Agreement), (b) the accuracy of certain representations and warranties to be made by Parent and Merger Sub in the Bridge Facility Agreement, (c) the execution and delivery of the Bridge Facility Agreement and all related loan documentation, (d) the delivery of officers’ certificates, legal opinions and other customary closing documentation, (e) the payment of any fees and expenses due under the Bridge Facility Agreement, (f) evidence that the Merger has been, or substantially concurrently with funding will be, consummated, (g) evidence of a minimum of pro-forma consolidated cash on the balance sheet of an aggregate equal to $75,000,000 plus the amounts drawn under the Bridge Facility after giving effect to the Merger, (h) the absence of any event of default under the Bridge Facility Agreement and (i) DNB being satisfied that the Merger and the related de-listing of the shares of the Partnership do not constitute a termination event under any debt instrument of Parent or any of its subsidiaries.

The Bridge Facility will be available for drawing until March 6, 2024. The Bridge Facility will mature upon the earlier (the “Maturity Date”) of (i) April 6, 2024 and (ii) the date that is eight months following the date the Bridge Facility is drawn (the “Utilization Date”). On the date that is three months following the Utilization Date, an amount equal to the aggregate principal amount of the Bridge Facility then outstanding in excess of $70,000,000 shall be repaid, with the balance to be repaid on the Maturity Date.

Interest will be payable at a rate equal to the aggregate of (A) Term SOFR (to be defined in the Bridge Facility Agreement) for the applicable interest period plus (B) 4%, increasing 0.50% each quarter (commencing the second quarter following the Utilization Date) (clause (B), the “Margin”). A commitment fee will be payable on any undrawn amount at a rate equal to 20% of the Margin, commencing one month after the Utilization Date, increasing to 30% after three months and to 40% after four months.

Mandatory prepayments of the Bridge Facility will be required from sale or insurance proceeds with respect to vessels owned by Parent’s subsidiaries and from the proceeds of debt or equity capital market transactions of Parent or Merger Sub.

The Bridge Facility Agreement will contain customary representations and warranties, covenants and events of default substantially consistent with Parent’s existing $1,053,000,000 facility dated December 12, 2019 (the “Existing Facility”), including the financial covenants in the Existing Facility. If funded, the Bridge Facility may be accelerated and become due and payable upon an event of default. Events of default in the Bridge Facility Agreement will include among others, and in each case, subject to certain exceptions (1) non-payment, (2) covenant breaches, (3) misrepresentation, (4) cross-default, (5) insolvency related events, (6) cessation of business, (7) unlawfulness and (8) material adverse effect.

Special Distribution

Parent and its affiliates, as holders of the Sponsor Units, will receive payment of the Special Distribution on or prior to the closing date of the Merger. The proceeds of the Special Distribution to be received by Parent and its affiliates, along with the proceeds of the Bridge Facility and available cash on hand, will provide Parent with sufficient funds to pay the Merger Consideration and all of the fees and expenses of Parent and Merger Sub required to be paid on the closing date.

Fees and Expenses

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 the Partnership. Total fees and expenses incurred or to be incurred by the Partnership, Parent, Merger Sub and the General Partner in connection with the Merger are estimated at this time to be as follows:

Accounting Treatment of the Merger

Parent prepares its consolidated financial statements under IFRS as issued by the IASB and the Partnership is a de-facto controlled subsidiary. As a result, the Merger will be accounted for as an acquisition of non-controlling interest in the consolidated financial statements of Parent with a corresponding transfer from non-controlling interest to controlling interest.

Certain Legal Matters

General

In the Merger Agreement, the parties have agreed to cooperate with each other to make all necessary filings with governmental authorities and to obtain all governmental approvals and consents necessary to consummate the Merger, subject to certain exceptions and limitations.

Certain Litigation

Currently, the Partnership is not aware of any pending litigation related to the Merger.

Provisions for Unaffiliated Unitholders

No provision has been made to grant Unaffiliated Unitholders access to the partnership files of the Partnership, the General Partner, Parent or Merger Sub or to obtain counsel or appraisal services at the expense of the foregoing parties.

Delisting and Deregistration of Common Units

If the Merger is completed, the Surviving Entity will use its reasonable best efforts to cause the Common Units to be delisted from the NYSE and deregistered under the Exchange Act as soon as reasonably practicable following the Effective Time.

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.

PROPOSAL NO. 1.
THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and incorporated by reference herein. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. Parent and the Partnership encourage you to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger as it is the legal document governing the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Parent, the Partnership or any of their respective subsidiaries or affiliates contained in this proxy statement or the Partnership’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Parent, the Partnership or their respective subsidiaries or affiliates contained in the Merger Agreement and described in this summary. The representations, warranties and covenants made in the Merger Agreement by Parent, the Partnership and their respective subsidiaries were qualified and subject to important limitations agreed to by Parent, the Partnership and their respective subsidiaries in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to unitholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the Merger Agreement or otherwise publicly disclosed. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone.

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 the Partnership with Merger Sub. The Partnership, 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. After the completion of the Merger, the certificate of limited partnership of the Partnership 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.

Effective Time; Closing

The Effective Time will be at such time that a certificate of merger effecting the Merger is duly filed with the Registrar of Corporations of the Republic of the Marshall Islands by the Partnership, executed in accordance with, and in such form as required by, the relevant provisions of the Marshall Islands Limited Partnership Act, as amended, and the Marshall Islands Limited Liability Company Act of 1996, as amended, or at such later date as may be agreed by Parent and the Partnership in writing and specified in the certificate of merger.

Unless the parties agree otherwise, the closing of the Merger will occur as promptly as practicable after the satisfaction or waiver of the conditions to the Merger provided in the Merger Agreement (other than conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions), or at such other date or time as Parent and the Partnership agree. For further discussion of the conditions to the Merger, see “Proposal No. 1 – The Merger Agreement – Conditions to Consummation of the Merger”.

Parent and the Partnership currently expect to complete the Merger by the end of the third quarter of 2023, subject to receipt of required Unitholder Approval and to the satisfaction or waiver of certain closing conditions to the transactions contemplated by the Merger Agreement described below.

Conditions to Consummation of the Merger

Parent, the Partnership, 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:

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:

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

For purposes of the Merger Agreement, the term “material adverse effect” means, when used with respect to the Partnership, any fact, circumstance, effect, change, event or development that, individually or in the aggregate, with all other facts, circumstances, effects, changes, events or developments (a) would prevent or materially delay, interfere with, hinder or impair the consummation by the Partnership of any of the transactions contemplated by the Merger Agreement, including the Merger or (b) has had or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Partnership and its subsidiaries, taken as a whole; provided, however, that, in the case of clause (b), no fact, circumstance, effect, change, event or development resulting from or arising out of any of the following, individually or in the aggregate, will constitute or be taken into account in determining whether a material adverse effect has occurred, is continuing or would reasonably be expected to occur: (i) any change or condition affecting any industry in which the Partnership or any of its subsidiaries operates; (ii) any economic, legislative or political condition or any securities, credit, financial or other capital markets condition, in each case in the United States, in any foreign jurisdiction or in any specific geographical area, including changes in interest or exchange rates, monetary policy or inflation; (iii) any failure in and of itself by the Partnership or any of its subsidiaries to meet any internal or public projection, budget, forecast, estimate or prediction in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the underlying facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has or will be, a material adverse effect); (iv) the announcement or the pendency of the Merger (other than for purposes of the representations and warranties contained in Section 3.3(b) and Section 6.2(a) of the Merger Agreement to the extent related to such representations and warranties), including any unitholder litigation arising out of or related to the Merger Agreement; (v) any change in and of itself in the market price, credit rating or trading volume of Common Units on NYSE or any change affecting the ratings or the ratings outlook for the Partnership or any of its subsidiaries (it being understood that the underlying facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has or will be, a material adverse effect); (vi) any change in applicable law, regulation or IFRS (or authoritative interpretation thereof); (vii) social unrest, riots, protests, geopolitical conditions, the outbreak or escalation of hostilities, any act of war, cyberattack, sabotage or terrorism, or any escalation or worsening of any such act of war, cyberattack, sabotage or terrorism threatened or underway as of the date of the Merger Agreement (except that any damage or destruction of any vessels owned (in whole or in part) or chartered by the Partnership or its subsidiaries may be deemed to constitute, or be taken into account in determining whether there has or will be, a material adverse effect to the extent that losses resulting therefrom are not covered by insurance); (viii) the occurrence or worsening of any pandemic, epidemic, public health emergency or disease outbreak (including COVID-19) or (ix) any hurricane, strong winds, ice event, fire, tornado, tsunami, flood, earthquake or other natural or manmade disaster or severe weather-related event, circumstance or development (except that any damage or destruction of any vessels owned (in whole or in part) or chartered by the Partnership or its subsidiaries may be deemed to constitute, or be taken into account in determining whether there has or will be, a material adverse effect to the extent that losses resulting therefrom are not covered by insurance); provided, however, that any fact, circumstance, effect, change, event or development set forth in clauses (i), (ii), (vi), (vii), (viii) and (ix) above may be taken into account in determining whether a material adverse effect has occurred to the extent such fact, circumstance, effect, change, event or development has a disproportionate adverse effect on the Partnership and its subsidiaries, taken as a whole, as compared to other companies operating in the industries in which the Partnership and its subsidiaries operate.

Common Unitholder Approval

The Partnership has agreed to hold a special meeting of its Common Unitholders as soon as is practicable after the date of the Merger Agreement for the purpose of voting on the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. The Merger Agreement requires the Partnership to submit the Merger Agreement to a vote of the Common Unitholders. In addition, the Partnership has agreed to use commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Partnership Board has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and authorized that the Merger Agreement be submitted to the Common Unitholders for their consideration.

No Solicitation by the Partnership of Alternative Proposals

Pursuant to the Merger Agreement, the Partnership has agreed that it will not, and will cause its subsidiaries and will use its commercially reasonable efforts to cause its officers, directors, equityholders, employees, agents, financial advisors, investment bankers, attorneys, accountants, consultants and other advisors and representatives not to, directly or indirectly, solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing non-public 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 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:

Change in the Partnership Board Recommendation

The Merger Agreement provides that the Partnership will not, and will cause its subsidiaries and use its commercially reasonable efforts to cause its officers, directors, equityholders, employees, agents, financial advisors, investment bankers, attorneys, accountants, consultants and other advisors and 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 Partnership Board that the Common Unitholders approve the Merger Agreement or fail to include such recommendation of the Partnership Board in this proxy statement.

The Partnership’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 conditions described below, the Conflicts Committee may, on behalf of the Partnership Board, at any time prior to Unitholder Approval, effect an Adverse Recommendation Change if the following conditions are met:

Consideration

The Merger Agreement provides that, in connection with the transactions contemplated by the Merger Agreement, holders of each Common Unit issued and outstanding immediately prior to the Effective Time, other than the Sponsor Units, will, assuming that such holders hold Common Units both on the record date of the Special Distribution (as defined below) and at the Effective Time, receive overall consideration of $8.65 per Common Unit, consisting of the Special Distribution and the Merger Consideration (as defined below). Upon completion of the Merger, each Common Unit issued and outstanding immediately prior to the Effective Time, other than the Sponsor Units, will be converted into the right to receive $5.37 per Common Unit in cash (the “Merger Consideration”), without interest and reduced by any applicable tax withholding. In addition, as soon as reasonably practicable following the Unitholder Approval, pursuant to the terms of the Merger Agreement, the Partnership Board will declare a special distribution of $3.28 per Common Unit (with a corresponding amount distributed in respect of each General Partner Unit) (the “Special Distribution”) with a record date on a business day prior to the anticipated closing date of the Merger and a payment date occurring on or prior to the closing date of the Merger, which dates will be reasonably agreed between the Partnership and Parent. The Sponsor Units will not be cancelled, will not be converted into the right to receive the Merger Consideration and will remain outstanding as Common Units following the Effective Time.

Before the closing date, Parent will appoint a paying agent reasonably acceptable to the Partnership to act as agent for the payment and delivery of the Merger Consideration. As soon as reasonably practicable after the Effective Time, but in no event more than three business days following the Effective Time, the paying agent will send, to each record holder of Common Units a notice of the effectiveness of the Merger and cash in an amount equal to the number of Common Units held by such record holder immediately prior to the Effective Time multiplied by the Merger Consideration to which such holder is entitled under the Merger Agreement, and such Common Units will forthwith be cancelled.

At or prior to the closing, Parent will deposit or cause to be deposited with the paying agent an amount of cash sufficient to pay the aggregate Merger Consideration, such cash deposited with the paying agent and any amounts earned via the investment of such amounts referred to as the “Exchange Fund”. The paying agent will deliver the Merger Consideration contemplated to be paid pursuant to the Merger Agreement out of the Exchange Fund.

Treatment of General Partner Units

As a result of the Merger, the General Partner Units issued and outstanding immediately prior to the Effective Time will remain outstanding and the General Partner will continue as the sole general partner of the Partnership and the sole record owner (and Parent will continue as the sole beneficial owner) of the General Partner Units.

Treatment of Preference Units

Each of the Preference Units will remain outstanding upon completion of the Merger and continue to trade on the NYSE immediately following completion of the Merger, and no party will deliver any merger consideration in respect of any Preference Unit.

Treatment of Partnership Awards

Each Partnership Restricted Unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time, will automatically be cancelled at the Effective Time and converted into the right to receive a cash payment equal to the sum of (a) the product of (i) the number of Common Units subject to such award as of immediately prior to the Effective Time and (ii) the Merger Consideration and (b) the amount of accrued but unpaid distributions, including the Special Distribution, with respect to such award as of immediately prior to the Effective Time, and for purposes of the foregoing, with performance goals deemed achieved based on actual achievement of any performance goals as of immediately prior to the Effective Time.

Adjustments to Prevent Dilution

If the number of issued and outstanding Common Units change into a different number of Common Units or a different class by reason of the occurrence or record date of any unit distribution, subdivision, reclassification, recapitalization, split, combination, exchange of units or similar transaction between the date of the Merger Agreement and the Effective Time, the Merger Consideration will be appropriately adjusted to reflect such unit distribution, subdivision, reclassification, recapitalization, split, combination, exchange of units or similar transaction.

Withholding

Parent, its subsidiaries and the paying agent will be entitled to deduct and withhold from the consideration otherwise payable to a holder of Common Units such amounts as are required to be deducted and withheld with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of applicable U.S. federal, state, local or foreign tax law. To the extent that amounts are so withheld and timely paid over to the appropriate tax authority in accordance with applicable law, such withheld amounts will be treated as having been paid to the former holder of Common Units in respect of whom such withholding was made. Parent and its subsidiaries, the paying agent and the Partnership will reasonably cooperate in order to reduce or eliminate any amounts that would otherwise be required to be deducted or withheld from payments made pursuant to the Merger Agreement under applicable tax law.

Conflicts Committee

Prior to the Effective Time, neither the General Partner nor Parent nor their representatives will, without the consent of the Conflicts Committee, cause or take any action that would cause the elimination of the Conflicts Committee, or revoke or diminish the authority of the Conflicts Committee or remove or cause the removal of any director of the Partnership Board that is a member of the Conflicts Committee either as a member of the Partnership Board or the Conflicts Committee, without the affirmative vote of the Conflicts Committee, except to fill vacancies caused by the death, incapacity or resignation of any director in accordance with the Partnership Agreement.

Regulatory Matters

Each of the Partnership, the General Partner, Parent and Merger Sub have agreed to cooperate with the other parties and use (including to cause their respective subsidiaries to use) commercially reasonable efforts to promptly (a) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to closing of the Merger applicable to such party to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated in the Merger Agreement, including the Merger, (b) obtain all consents, waivers, approvals, clearances, orders, licenses, permits, orders, non-objections, non-actions, expirations of waiting periods or authorizations (each, a “Consent”) (including any Consents required under applicable antitrust laws) from any governmental authority or third party necessary, proper, or advisable to consummate the transactions contemplated in the Merger Agreement, including the Merger, (c) to take all steps that are necessary, proper or advisable to avoid any proceeding by any governmental authorities with respect to the Merger Agreement or the transactions contemplated therein, including the Merger and (d) defend or contest in good faith any proceeding by any third party, whether judicial or administrative, challenging the Merger Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated therein. Parent and the Partnership have also agreed to each use its commercially reasonable efforts to (i) take all action necessary to ensure that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation is or becomes applicable to any of the transactions contemplated in the Merger Agreement, including the Merger, and refrain from taking any actions that would cause the applicability of such laws and (ii) if the restrictions of any such laws become applicable to any of the transactions contemplated in the Merger Agreement, including the Merger, take all action necessary to ensure that such transactions, including the Merger, may be consummated as promptly as practicable on the terms contemplated in the Merger Agreement and otherwise lawfully minimize the effect of such law on such transactions.

Termination of the Merger Agreement

Parent or the Partnership may terminate the Merger Agreement at any time prior to the Effective Time, by mutual written consent duly authorized by each of the Parent Board and the Conflicts Committee, respectively.

In addition, either Parent or, following authorization by the Conflicts Committee, the Partnership may terminate the Merger Agreement at any time prior to the Effective Time:

In addition, Parent may terminate the Merger Agreement at any time prior to the Effective Time:

In addition, the Partnership may terminate the Merger Agreement at any time prior to the Effective Time if Parent, the General Partner or Merger Sub breached any of its representations or warranties or failed to perform any of its obligations or agreements in the Merger Agreement such that such breach or failure to perform (a) would (if it occurred or was continuing as of the closing date) give rise to a failure by Parent, the General Partner or Merger Sub to adhere to their representations and warranties, or a failure by Parent, the General Partner or Merger Sub to perform in all material respects all obligations required to be performed by them under the Merger Agreement, and (b) is not reasonably capable of being cured prior to the Outside Date, or is not cured by Parent, the General Partner or Merger Sub, as applicable, within 30 days following receipt of written notice from the Partnership of such breach or failure stating the Partnership’s intention to terminate the Merger Agreement (such termination, a “Parent Breach Termination”); provided that the Partnership will not have the right to terminate (i) if the Partnership is then in material breach of any of its representations, warranties, obligations or agreements contained in the Merger Agreement and (ii) without such termination first being authorized by the Conflicts Committee.

Fees and Expenses

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 the Partnership.

In the event the Merger Agreement is terminated (a)(i) by either Parent or, following authorization by the Conflicts Committee, the Partnership pursuant to an Outside Date Termination or an Unitholder Approval Failure Termination at a time when the Merger Agreement is terminable by Parent pursuant to an Adverse Recommendation Change Termination or (ii) by Parent pursuant to an Adverse Recommendation Change Termination or Partnership Breach Termination, the Partnership will pay Parent its reasonable and documented out-of-pocket costs and expenses (including outside attorney’s fees and disbursements) incurred in connection with the Merger Agreement, the Support Agreement and the Debt Commitment Letter and the transactions contemplated thereby or (b) by the Partnership pursuant to a Parent Breach Termination, Parent shall pay the Partnership its reasonable and documented out-of-pocket costs and expenses (including outside attorney’s fees and disbursements) incurred in connection with the Merger Agreement, the Support Agreement and the Debt Commitment Letter and the transactions contemplated thereby; provided that in no event shall the Partnership or Parent, as applicable, be required to provide such reimbursement in an aggregate amount in excess of $5,000,000. For more information, see “Proposal No. 1 – The Merger Agreement – Termination of the Merger Agreement”.

Conduct of Business Pending the Consummation of the Merger

Under the Merger Agreement, the Partnership has undertaken certain covenants that place restrictions on it and its subsidiaries from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time. In general, the Partnership has agreed to, and to cause each of its subsidiaries to, (a) conduct its business in the ordinary course of business consistent with past practice and (b) to the extent consistent with clause (a), use commercially reasonable efforts to maintain and preserve intact its business organization, existing relations with key customers, suppliers and other persons with whom the Partnership and its subsidiaries have significant business relationships and the goodwill and reputation of the Partnership’s and its subsidiaries’ respective businesses.

Notwithstanding anything to the contrary, the Partnership and its subsidiaries may take actions as may be reasonably necessary with respect to (a) any operational or maritime emergencies, equipment failures or an immediate and material threat to the health or safety of natural persons, property, vessels owned (in whole or in part) or chartered by the Partnership or its subsidiaries or the environment and (b) the actual or anticipated effects of COVID 19 or any COVID-19 Measures (as defined in the Merger Agreement); provided that, in each case, the Partnership will promptly notify Parent of any such situation to the extent it involves any immediate and material threat to the health or safety of natural persons, property, vessels owned (in whole or in part) or chartered by the Partnership or its subsidiaries or the environment and any actions taken in response thereto.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides, from and after the Effective Time, to the fullest extent that the Partnership or any applicable subsidiary thereof would be permitted to indemnify past and present directors or officers of the Partnership or any of its subsidiaries, Parent will (or will cause the Surviving Entity to) (a) indemnify and hold harmless against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any proceeding based on or arising out of (i) the fact that such indemnified person was a director or officer of the Partnership or any of its subsidiaries or (ii) acts or omissions by such indemnified person in such person’s capacity as a director or officer of the Partnership or any of its subsidiaries or taken at the request of the Partnership or any of its subsidiaries (in each case, at or prior to the Effective Time), and provide advancement promptly, and in any event within 10 days after any written request, of expenses to, all indemnified persons to the fullest extent permitted under applicable law and (b) honor the provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses contained in the Partnership Agreement and organizational documents of any applicable subsidiary of the Partnership immediately prior to the Effective Time and ensure that the organizational documents of the Surviving Entity and its subsidiaries will, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Partnership and its subsidiaries than are presently set forth in the Partnership Agreement and such other organizational documents. Any such right of indemnification described above will not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of the indemnified person described above.

The Surviving Entity will maintain in effect for three years from the Effective Time (the “Initial Coverage Period”) the Partnership’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to the past and present directors and officers of the Partnership or any of its subsidiaries; provided that with the written consent of the Partnership obtained prior to the Effective Time, the Surviving Entity may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the past and present directors and officers of the Partnership or any of its subsidiaries; provided, however, that in no event will the Surviving Entity be required to expend more than an amount per year equal to 200% of current annual premiums paid by the Partnership for such insurance (the “Maximum Amount”). If the Surviving Entity would be required to expend more than the Maximum Amount, then the Surviving Entity will obtain the maximum amount of such insurance as is available for the Maximum Amount. The Partnership may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by any past and present directors and officers of the Partnership or any of its subsidiaries in their capacity as such; provided that the cost of the tail policy will be borne by the Surviving Entity and in no event will the cost of such tail policy exceed the Maximum Amount.

In addition, the Surviving Entity will maintain in effect for three years following the Initial Coverage Period directors’ and officers’ liability insurance policies, covering acts or omissions occurring at or prior to the Effective Time with respect to the past and present directors and officers of the Partnership or any of its subsidiaries, with reputable carriers and with coverage containing terms and conditions that are no less favorable to the past and present directors and officers of the Partnership and its subsidiaries than the directors’ and officers’ liability insurance policies then-maintained for the directors and officers of Parent (and in any event, providing no less than $40,000,000 of coverage).

Amendment and Waiver

At any time prior to the Effective Time and subject to compliance with applicable law, whether before or after Unitholder Approval, the parties may, by written agreement, amend the Merger Agreement; provided, however, that:

Unless otherwise expressly set forth in the Merger Agreement, whenever a determination, decision, approval or consent of the Partnership is required pursuant to the Merger Agreement, such determination, decision, approval or consent must be authorized by the Conflicts Committee.

At any time prior to the Effective Time, any party to the Merger Agreement may, subject to applicable law:

Notwithstanding the foregoing, (a) the Partnership may not make or authorize any such waiver or extension without the prior approval of the Conflicts Committee and (b) following receipt of the Unitholder Approval, no waiver or extension will be made which by applicable law would require further approval by Common Unitholders without such approval having first been obtained.

Remedies; Specific Performance

Notwithstanding any termination of the Merger Agreement, the Merger Agreement provides that nothing in the Merger Agreement will relieve any party from any liability for any failure to consummate the transactions when required pursuant to the Merger Agreement or any party from liability for fraud or a willful breach of any covenant or agreement contained in the Merger Agreement. The Merger Agreement also provides that the parties are entitled to obtain an injunction to prevent breaches of the Merger Agreement and to specifically enforce the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties made by the Partnership, the General Partner, Parent and Merger Sub. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement and:

The representations and warranties made by the Partnership and its subsidiaries to Parent, the General Partner and Merger Sub relate to, among other things:

The representations and warranties made by Parent, the General Partner and Merger Sub to the Partnership and its subsidiaries relate to, among other things:

Distributions for Periods Prior to the Merger

Under the Merger Agreement, if permitted by applicable law, the Partnership will declare and pay regular quarterly cash distributions to Common Unitholders (including the Unaffiliated Unitholders) and holders of the Preference Units for each completed calendar quarter ending prior to the closing date, consistent with past practice, in an amount not to be less than $0.01 per Common Unit in each case consistent with customary declaration, record and payment dates and, with respect to Preference Units, in accordance with their terms.

Additional Agreements

The Merger Agreement also contains covenants relating to cooperation in the preparation of this proxy statement and additional agreements relating to, among other things, access to information, notice of specified matters, public announcements and the Special Distribution.

THE SUPPORT AGREEMENT

The following describes the material provisions of the Support Agreement, a copy of which is attached as Annex B to this proxy statement and incorporated by reference herein. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Support Agreement. This summary does not purport to be complete and may not contain all of the information about the Support Agreement that is important to you. Parent and the Partnership encourage you to read carefully the Support Agreement in its entirety before making any decisions regarding the Merger.

On April 6, 2023, the Partnership entered into the Support Agreement with Parent. Under the Support Agreement, Parent has agreed to appear at the Special Meeting and vote all of its Common Units in favor of the Merger Agreement and transactions contemplated thereby, including the Merger, subject to the qualifications set forth below. As of                     , 2023, Parent owns 15,621,602 Common Units (representing 30.2% of the Common Units issued and outstanding as of the record date for the Special Meeting) (the “Subject Common Units”).

Support Covenants

Parent has agreed that, prior to the earliest of (x) Unitholder Approval being obtained, (y) the termination of the Merger Agreement or (z) the termination of the Support Agreement by the written consent of the parties thereto and the Conflicts Committee (such earliest date, the “Termination Date”), at any meeting of Common Unitholders (whether annual or special and whether or not an adjourned or postponed meeting), however called, Parent will appear at such meeting or otherwise cause the Subject Common Units to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Subject Common Units:

Further, Parent has agreed that from the date of the Support Agreement until the Termination Date it will (a) not transfer any Subject Common Units, (b) not deposit any Subject Common Units into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Common Units or grant any proxy (except as otherwise provided in the Support Agreement) or power of attorney with respect thereto, and (c) except as otherwise permitted therein, not purchase or otherwise acquire any additional Common Units other than the Subject Common Units of which it is the beneficial owner as of the date of the Support Agreement.

Termination

The Support Agreement terminates on the Termination Date.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF THE PARTNERSHIP

The SEC allows the Partnership to “incorporate by reference” information into this proxy statement. This means that the Partnership can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement and the information that the Partnership later files with the SEC may update and supersede the information incorporated by reference. The audited consolidated financial statements of the Partnership for the two years ended December 31, 2022 and 2021, are incorporated herein by reference to the Partnership’s 2022 Form 20-F, originally filed on March 6, 2023 (see page F-1 of the 2022 Form 20-F and the following pages), and the interim unaudited condensed consolidated financial statements of the Partnership included in Exhibit 99.3 of the Report on Form 6-K as furnished to the SEC on April 27, 2023, are incorporated herein by reference into this proxy statement.

The following tables present selected consolidated financial and operating information for the Partnership. The Partnership’s summary of consolidated statements of financial position presented below as of December 31, 2022 and 2021, and Partnership’s summary of consolidated statements of profit or loss and total comprehensive income or loss presented below for the years ended December 31, 2022 and 2021, have been derived from the Partnership’s audited consolidated financial statements, which are included in the Partnership’s 2022 Form 20-F (see page F-1 and the following pages). The Partnership’s summary of consolidated statements of financial position presented below as of March 31, 2023, and the Partnership’s summary of consolidated statements of profit or loss and total comprehensive income or loss presented below for the three-month periods ended March 31, 2022 and 2023, have been derived from the interim unaudited condensed consolidated financial statements of the Partnership included in Exhibit 99.3 of the Partnership’s Report on Form 6-K furnished to the SEC on April 27, 2023. You should read the following data in conjunction with the consolidated financial statements and the related notes thereto set forth in the Partnership’s 2022 Form 20-F, originally filed on March 6, 2023, and in conjunction with the financial results from the quarter ended March 31, 2023, included in the Partnership’s Form 6-K furnished to the SEC on April 27, 2023, each of which is incorporated by reference into this proxy statement. See “Where You Can Find More Information”.

The Partnership’s historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial and operating information below should be read in conjunction with, and is qualified in its entirety by reference to, the Partnership’s audited consolidated financial statements and the related notes and other financial information, which are also incorporated into this proxy statement by reference. See “Where You Can Find More Information”.

Book Value per Common Unit

As of March 31, 2023, the book value per Common Unit was $13.50. Book value per Common Unit is computed by dividing total Common Unitholder equity of $697.620 million as of March 31, 2023 by the total Common Units issued and outstanding on that date of 51,687,865 Common Units.

COMMON UNIT MARKET PRICE AND DISTRIBUTION INFORMATION

Common Units trade on the NYSE under the symbol “GLOP”. On January 24, 2023, the last trading day prior to the public announcement of Parent’s initial offer, the reported closing price of Common Units on the NYSE was $6.98 per Common Unit. On April 6, 2023, the last trading day prior to the public announcement of the execution of the Merger Agreement, the reported closing price of Common Units on the NYSE was $8.30 per Common Unit. On                     , 2023, the most recent practicable date before the printing of this proxy statement, high and low reported sales prices of Common Units were $           and $               , respectively, and there were approximately                      Common Unitholders, including beneficial owners of Common Units held in “street name”.

The following table shows the high and low closing prices per Common Unit as well as the cash distribution paid per Common Unit, as reported by the NYSE, for the periods indicated.

Distribution Policy

Other than those cash distributions disclosed above, the Partnership has not declared or paid any cash distributions with respect to Common Units from the quarter ended March 31, 2021 to date.

Under the terms of the Merger Agreement, the Partnership will declare and pay regular quarterly cash distributions to the holders of each of the Common Units and the Preference Units, respectively, consistent with past practice; provided that in no event will the regular quarterly cash distributions declared or paid by the Partnership to the holders of Common Units exceed $0.01 per Common Unit and Preference Units will be paid in accordance with their terms.

Prior Public Offerings

Except as set forth below, the Partnership has made no underwritten public offerings of Common Units for cash during the past three years.

Under the Partnership’s “at-the-market” common equity offering program established in 2017, in the year ended December 31, 2021, the Partnership issued and received payment for 3,195,401 Common Units at a weighted average price of $3.19 per Common Unit for total net proceeds, after deducting fees and other expenses, of $9.6 million.

UNIT OWNERSHIP

The Partnership’s voting securities consist of the Common Units. The Preference Units generally have no voting rights except (a) with respect to amendments to the Partnership Agreement that would have a material adverse effect on the existing terms of the Preference Units, (b) with respect to electing a member of the Board of Directors in the event six quarterly distributions with respect to the applicable series of Preference Units are in arrears or (c) in the event the Partnership proposes to issue Parity Securities (as defined in the Partnership Agreement), if the cumulative dividends payable on issued and outstanding Preference Units are in arrears, or Senior Securities (as defined in the Partnership Agreement). Class B Units and General Partner Units generally do not have any voting rights and are not entitled to vote on or approve the Merger Proposal or the Adjournment Proposal. The Class B Units will become eligible for conversion on a one-for-one basis into Common Units at Parent’s option on July 1, 2023, July 1, 2024, and July 1, 2025, for the 415,000 Class B-4 Units, 415,000 Class B-5 Units and the 415,000 Class B-6 units, respectively. In the event that the Effective Time does not occur prior to July 1, 2023, the 415,000 Class B-4 Units that are issued and outstanding will become eligible for conversion on a one-for-one basis into 415,000 Common Units at Parent’s option on July 1, 2023.

The Common Unit ownership amounts below contain certain information about Common Unitholders whom the Partnership believes are the “beneficial” owners of more than five percent (5%) of the issued and outstanding Common Units. Except as described below, the Partnership knows of no person that beneficially owns more than five percent (5%) of the issued and outstanding Common Units, based solely on filings made with the SEC.

The percentage of beneficial ownership is calculated on the basis of 51,796,759 Common Units issued and outstanding as of May 4, 2023. The amounts and percentage of Common Units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The SEC has defined the “beneficial owner” of a security to include any person who, directly or indirectly, has or shares voting power and/or investment power over such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable.

The percentages reflect beneficial ownership as of May 4, 2023, as determined in accordance with Rule 13d-3 under the Exchange Act. The address for each director and executive officer of the Partnership and for each executive officer and member of the Parent Board is c/o GasLog LNG Services Ltd., 69 Akti Miaouli 18537, Piraeus, Greece, except as otherwise noted.

The following table sets forth the beneficial ownership of all Common Units as of May 4, 2023, by each of the Partnership’s officers and directors and, based solely on filings made with the SEC, by each person known by the Partnership to beneficially own more than 5.0% of Common Units. The number of Common Units beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose.