Registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934


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TABLE OF CONTENTS

GASLOG PARTNERS LP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 20-F

 

 

 

(Mark One)

 

 


o


 


REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


ý


 


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017


o


 


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o


 


SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



 

GasLog Partners LP
(Exact name of Registrant as specified in its charter)


Not Applicable
(Translation of Registrant's name into English)


Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)


c/o GasLog Monaco S.A.M.

Gildo Pastor Center

7 Rue du Gabian

MC 98000, Monaco
(Address of principal executive offices)


Nicola Lloyd, General Counsel

c/o GasLog Monaco S.A.M.

Gildo Pastor Center

7 Rue du Gabian

MC 98000, Monaco

Telephone: +377 97 97 51 15 Facsimile: +377 97 97 51 24
(Name, Telephone, Facsimile number and Address of Registrant contact person)

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

 

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Units representing limited partner interests

 

New York Stock Exchange

Series A Preference Units

 

New York Stock Exchange

Series B Preference Units

 

New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT:None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2017, there were 41,002,121 Partnership common units and 5,750,000 Series A Preference Units outstanding.
Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o    No ý
If this report is an annual or transition report, indicate by check mark if the Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o    No ý
Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o
Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files).
Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

Large accelerated filer o

 

Accelerated filer ý

 

Non-accelerated filer o

 

Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the Company has used to prepare the financial statements included in this filing.

 

 

 

 

 

U.S. GAAP o

 

International Financial Reporting Standards as issued

by the International Accounting Standards Board  ý

 

Other o

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Company has elected to follow.
Item 17 o    Item 18 o
If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No ý
   


Table of Contents

TABLE OF CONTENTS




 

 

 

 

 

 

 

 


 

 


 

Page

 

ABOUT THIS REPORT

 

 

ii

 

FORWARD-LOOKING STATEMENTS

 

 

iii

 

PART I

 

 

1

 

ITEM 1.

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

 

1

 

ITEM 2.

 

OFFER STATISTICS AND EXPECTED TIMETABLE

 

 

1

 

ITEM 3.

 

KEY INFORMATION

 

 

1

 

ITEM 4.

 

INFORMATION ON THE PARTNERSHIP

 

 

47

 

ITEM 4.A.

 

UNRESOLVED STAFF COMMENTS

 

 

67

 

ITEM 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

 

68

 

ITEM 6.

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

 

98

 

ITEM 7.

 

MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS

 

 

106

 

ITEM 8.

 

FINANCIAL INFORMATION

 

 

120

 

ITEM 9.

 

THE OFFER AND LISTING

 

 

124

 

ITEM 10.

 

ADDITIONAL INFORMATION

 

 

125

 

ITEM 11.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

135

 

ITEM 12.

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

 

135

 

PART II

 

 

136

 

ITEM 13.

 

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

 

136

 

ITEM 14.

 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

 

136

 

ITEM 15.

 

CONTROLS AND PROCEDURES

 

 

136

 

ITEM 16.

 

[RESERVED]

 

 

137

 

ITEM 16.A.

 

AUDIT COMMITTEE FINANCIAL EXPERT

 

 

137

 

ITEM 16.B.

 

CODE OF ETHICS

 

 

138

 

ITEM 16.C.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

138

 

ITEM 16.D.

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

 

139

 

ITEM 16.E.

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

 

139

 

ITEM 16.F.

 

CHANGE IN PARTNERSHIP'S CERTIFYING ACCOUNTANT

 

 

139

 

ITEM 16.G.

 

CORPORATE GOVERNANCE

 

 

139

 

ITEM 16.H.

 

MINE SAFETY DISCLOSURE

 

 

140

 

PART III

 

 

141

 

ITEM 17.

 

FINANCIAL STATEMENTS

 

 

141

 

ITEM 18.

 

FINANCIAL STATEMENTS

 

 

141

 

ITEM 19.

 

EXHIBITS

 

 

141

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

F-1

 

i


Table of Contents

ABOUT THIS REPORT
        In this annual report, unless otherwise indicated:


"GasLog Partners", the "Partnership", "we", "our", "us" or similar terms refer to GasLog Partners LP or any one or more of its subsidiaries, or to all such entities unless the context otherwise indicates;



"GasLog", depending on the context, refers to GasLog Ltd. and to any one or more of its direct and indirect subsidiaries, other than GasLog Partners;



"our general partner" refers to GasLog Partners GP LLC, the general partner of GasLog Partners and a wholly owned subsidiary of GasLog;



"GasLog LNG Services" refers to GasLog LNG Services Ltd., a wholly owned subsidiary of GasLog;



"GasLog Carriers" refers to GasLog Carriers Ltd., a wholly owned subsidiary of GasLog;



"GasLog Partners Holdings" refers to GasLog Partners Holdings LLC, a wholly owned subsidiary of GasLog;



"Shell" refers to Royal Dutch Shell plc or any one or more of its subsidiaries;



"MSL" refers to Methane Services Limited, a subsidiary of Shell;



"Samsung" refers to Samsung Heavy Industries Co. Ltd. or any one or more of its subsidiaries;



"Hyundai" refers to Hyundai Heavy Industries Co., Ltd. or any one or more of its subsidiaries;



"Total" refers to Total Gas & Power Chartering Limited, a wholly owned subsidiary of Total S.A.;



"Centrica" refers to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc;



"Lepta Shipping" refers to Lepta Shipping Co., Ltd., a subsidiary of Mitsui & Co., Ltd.;



"ATM Programme" refers to our at-the-market common equity offering programme which commenced in May 2017;



"Preference A Units" refers to our 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units;



"Preference B Units" refers to our 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units;



"Preference Units" refers to our Preference A Units and our Preference B Units;



"LNG" refers to liquefied natural gas;



"NYSE" refers to the New York Stock Exchange;



"SEC" refers to the U.S. Securities and Exchange Commission;



"IPO" refers to the initial public offering of GasLog Partners on May 12, 2014;



"IFRS" refers to International Financial Reporting Standards;



"IASB" refers to International Accounting Standards Board;



"dollars" and "$" refer to, and amounts are presented in, U.S. dollars;



"TFDE" refers to tri-fuel diesel electric;



"Steam" refers to steam-powered;



"cbm" refers to cubic meters; and



"mtpa" refers to million tonnes per annum.
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FORWARD-LOOKING STATEMENTS
        All statements in this annual report that are not statements of historical fact are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 dividends or distributions, plans, strategies, business prospects 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" and "expect" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the SEC, other information sent to our security holders, and other written materials. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this annual report or the date on which such oral or written statements are made, as applicable, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.
        Factors that might cause future results and outcomes to differ include, but are not limited to, the following:


general LNG shipping market conditions and trends, including spot and long-term charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, technological advancements and opportunities for the profitable operations of LNG carriers;



fluctuations in charter hire rates and vessel values;



changes in our operating expenses, including crew wages, maintenance, dry-docking and insurance costs and bunker prices;



number of off-hire days and dry-docking requirements including our ability to complete scheduled dry-dockings on time and within budget;



planned capital expenditures and availability of capital resources to fund capital expenditures;



our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charter commitments, including the risk that certain of our vessels may no longer have the latest technology at such time which may impact the rate at which we can charter such vessels;



our ability to secure new multi-year charters, at economically attractive rates;



fluctuations in prices for crude oil, petroleum products and natural gas;



our ability to expand our fleet by acquiring vessels through our drop-down pipeline with GasLog;



our ability to leverage GasLog's relationships and reputation in the shipping industry;



the ability of GasLog to maintain long-term relationships with major energy companies;



changes in the ownership of our charterers;



our customers' performance of their obligations under our time charters and other contracts;
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our future operating performance, financial condition, liquidity and cash available for distributions;



our ability to acquire assets in the future, including vessels from GasLog;



our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, funding by GasLog of the Sponsor Credit Facility (as defined below) and our ability to meet our restrictive covenants and other obligations under our credit facilities;



future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending;



the expected cost of and our ability to comply with environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business;



risks inherent in ship operation, including the discharge of pollutants;



GasLog's relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and the availability of skilled labor, ship crews and management;



potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;



potential liability from future litigation;



our business strategy and other plans and objectives for future operations;



any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; and



other factors discussed in "Item 3. Key Information—D. Risk Factors" of this annual report.
        We undertake no obligation to update or revise any forward-looking statements contained in this annual report, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different to those contained in any forward-looking statement.
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