UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2017
Commission File Number 001-35866
KNOT Offshore Partners LP
(Translation of registrants name into English)
2 Queens Cross,
Aberdeen, Aberdeenshire
United Kingdom
AB15 4YB
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).
Yes ☐ No ☒
ITEM 1 INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 16, 2017, KNOT Offshore Partners LP (the Partnership) entered into the Second Amendment to the Series A Preferred Unit Purchase Agreement with the purchasers named therein, pursuant to which the Partnership agreed (i) to issue and sell in a second private placement (the Second Private Placement) 1,666,667 additional Series A Preferred Units (the Additional Series A Preferred Units) at a price of $24.00 per unit and (ii) to make certain amendments to the terms of the Series A Preferred Units, including the 2,083,333 Series A Preferred Units issued on February 2, 2017. In connection with the closing of the Second Private Placement, on June 30, 2017 (the Second Private Placement Closing Date), the Partnership issued the Additional Series A Preferred Units to the purchasers thereof. After deducting estimated fees and expenses, the net proceeds of the sale were approximately $38.8 million. The Partnership expects to use the net proceeds for general partnership purposes, which may include acquisitions, capital expenditures or the repayment of indebtedness.
On the Second Private Placement Closing Date, the Partnership amended and restated its partnership agreement and executed the Third Amended and Restated Agreement of Limited Partnership of the Partnership (the Third Amended and Restated Partnership Agreement), which sets forth the rights, preferences, privileges and other terms relating to the Series A Preferred Units, including the amendments thereto in connection with the Second Private Placement. A copy of the Third Amended and Restated Partnership Agreement is filed as Exhibit 3.2 to the Partnerships Form 8-A/A filed June 30, 2017 and is incorporated into this report by reference.
On the Second Private Placement Closing Date, the Partnership entered into a joinder agreement (the Joinder Agreement) to join the purchasers of the Additional Series A Preferred Units to the existing Registration Rights Agreement, dated February 2, 2017. A copy of the Joinder Agreement is filed as Exhibit 4.1 hereto and is incorporated into this report by reference.
ITEM 2 EXHIBITS
The following exhibits are filed as a part of this report:
Exhibit
|
Exhibit Description |
|
4.1 | Joinder Agreement, dated June 30, 2017, among KNOT Offshore Partners LP, OMP AY Preferred Limited, Pierfront Capital Mezzanine Fund Pte. Ltd. and Tortoise Direct Opportunities Fund, LP |
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT: REGISTRATION STATEMENT ON FORM F-3 (NO. 333-195976) ORIGINALLY FILED WITH THE SEC ON MAY 15, 2014 AND REGISTRATION STATEMENT ON FORM F-3 (NO. 333-218254) ORIGINALLY FILED WITH THE SEC ON MAY 26, 2017
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KNOT OFFSHORE PARTNERS LP | ||||||
Date: June 30, 2017 | ||||||
By: |
/s/ John Costain |
|||||
Name: | John Costain | |||||
Title: | Chief Executive Officer and Chief Financial Officer |
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Exhibit 4.1
JOINDER AGREEMENT
This Joinder Agreement (the RRA Joinder Agreement ) is executed by the undersigned pursuant to the Registration Rights Agreement, dated as of February 2, 2017 (the Agreement ) among KNOT Offshore Partners LP (the Partnership ) and the purchaser party thereto, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement. By the execution of this Joinder Agreement, the undersigned agree as follows:
i) Each of the undersigned hereby joins in, and agrees to be bound by and subject to, the Agreement, with the same force and effect as if each of the undersigned were originally a Purchaser party thereto.
ii) Any notice required or permitted by the Agreement shall be given to the undersigned at their respective addresses listed below.
iii) The Partnership hereby acknowledges and agrees that the undersigned shall be deemed Purchasers under the Agreement and that each such Purchaser shall be entitled to all of the rights and benefits, and subject to all of the obligations, of a Purchaser under the Agreement from and after the date of this RRA Joinder Agreement as if the undersigned were parties thereto as of the effective date of the Agreement.
[Remainder of Page Left Intentionally Blank]
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EXECUTED AND DATED as of this 30th day of June, 2017.
KNOT OFFSHORE PARTNERS LP | ||
By: |
/s/ John Costain |
|
Name: | John Costain | |
Title: | Chief Executive Officer and Chief Financial Officer |
PIERFRONT CAPITAL MEZZANINE FUND PTE. LTD. (UEN 201541517M) | ||
By: |
/s/ Clive Rowland Kerner |
|
Name: | Clive Rowland Kerner | |
Title: | Director | |
Notice Address: 12 Marina Boulevard #17-03 Marina Bay Financial Centre Singapore 018982 Attn: Stephane Delatte E-mail: Stephane.Delatte@pierfront.sg |
TORTOISE DIRECT OPPORTUNITIES FUND, LP | ||||
By: |
TORTOISE DIRECT OPPORTUNITIES GP LLC, as its general partner, |
|||
By: |
/s/ Kyle Krueger |
|||
Name: |
Kyle Krueger |
|||
Title: |
Director |
Notice Address: 11550 Ash Street, Suite 300, Leawood, KS 66211 Attn: Stephen Pang E-mail: spang@tortoiseadvisors.com |
Signature Page to RRA Joinder Agreement