United States securities and exchange commission logo
May 15, 2023
Scott Bennett
Partner
Cravath, Swaine & Moore LLP
825 8th Avenue
New York, NY 10019
Re: GasLog Partners LP
Schedule 13E-3
filed May 5, 2023
File No. 005-88154
Dear Scott Bennett:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms in the letter have the same meaning as in your proxy
statement.
Schedule 13E-3 filed May 5, 2023
General, page 1
1. Fill in the blanks
throughout the proxy statement. Information that is subject to change,
such as the percentage
of shares owned by the rolling shareholders, may be bracketed to
indicate that it is
preliminary.
Summary Term Sheet, page 1
2. We note your disclosure
that persons who acquired Common Units with the prior
approval of the
Partnership Board are not subject to the Cutback and that Cobas Asset
Management SGIIC SA (
Cobas ) beneficially owns more than 4.9% of the Common
Units. Disclose whether
Cobas is subject to the Cutback.
Recommendation of the Conflicts Committee and the Partnership Board;
Reasons for
Recommending Approval of the Merger Proposal, page 58
Scott Bennett
FirstName LastNameScott Bennett
Cravath, Swaine & Moore LLP
Comapany
May NameCravath, Swaine & Moore LLP
15, 2023
May 15,
Page 2 2023 Page 2
FirstName LastName
3. We note the disclosure that Evercore s opinion should not be
construed as creating any
fiduciary duty on Evercore s part to any party Please delete
this language in the proxy
statement. Alternatively, please explain any potential sources of
fiduciary duty and the
parties to whom such duties may be owed, such that such disclaimers of
fiduciary duty
would be appropriate.
Opinion of the Financial Advisor to the Conflicts Committee, page 64
4. We note that Evercore was provided with appraisals of the
Partnership's charter-free
vessels prepared by certain third parties and that Evercore used these
appraisals in
conducting its fairness analyses. It appears that these appraisals are
"reports, opinions or
appraisals" encompassed within the meaning of Item 9 of Schedule 13E-3
and Item 1015
of Regulation M-A. Please provide the disclosure about the appraisals
and the party that
prepared them required by Item 1015, and file the appraisals as
exhibits to the Schedule
13E-3.
5. Refer to the following statement on page 67 of the disclosure
document: "The following
summary, however, does not purport to be a complete description of the
analyses
performed by Evercore." While a summary is necessarily an abbreviated
version, please
revise to avoid implying it is not "complete." Pursuant to Item
1015(b)(6), the summary
must describe the material analyses and conclusions of the financial
advisor in
considerable detail. Please revise. Please make similar changes to the
following
statement on page 73: "The foregoing summary of certain material
financial analyses
does not purport to be a complete description of the analyses or data
presented by
Evercore."
6. Refer to the following statement at the top of page 74: "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." Please
delete the reference to
"solely" in the preceding sentence.
Position of Parent, the General Partner, Merger Sub, the Conflicts Committee
and the Partnership
Board as to the Fairness of the Merger, page 80
7. We note your disclosure that "Parent, acting on its own behalf and on
behalf of Merger
Sub ... expressly adopts as its own" the "analysis, discussion and
resulting conclusions" of
the Conflicts Committee and the Partnership Board in determining that
"the Merger is
substantively and procedurally fair to the Unaffiliated Unitholders."
If Parent seeks to
rely on the Evercore analyses and presentations to support its finding
of fairness to
Unaffiliated Unitholders, please revise to specifically adopt those
analyses and
conclusions, or expand to describe how Parent itself considered them.
Purpose of Parent and Reasons for the Merger, page 81
Scott Bennett
Cravath, Swaine & Moore LLP
May 15, 2023
Page 3
8. We note your disclosure that Parent and the Parent Board have
undertaken to pursue the
Merger at this time for the reasons described above, i.e., for the
same reasons that they
are pursuing the Merger more generally. Please state with specificity
why Parent and the
Parent Board determined to pursue the Merger now as opposed to at any
other time. See
Item 1013(c) of Regulation M-A.
9. We note your disclosure that the Merger would put Parent in
position to potentially
achieve additional synergies in the event that the Preference Units
(which will continue to
trade on the NYSE immediately following completion of the Merger) are
delisted in the
future. Provide the information required by Item 1006(c) of
Regulation M-A, including
whether Parent is considering delisting the Preference Units from the
NYSE subsequent to
the going private transaction.
Financing of the Merger, page 84
10. Disclose any alternative financing arrangements or alternative
financing plans in the event
the plans with DNB fall through. If no such arrangements exist, please
revise to so state.
Refer to Item 1007(b) of Regulation M-A.
Unit Ownership, page 108
11. Please state the aggregate number and percentage of subject securities
that are beneficially
owned by each person specified in Instruction C to Schedule 13E-3 for
each filing person
of the Schedule 13E-3, such as Anthony Papadimitriou. See Item 1008(a)
of Regulation
M-A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263 or Blake
Grady at (202)
551-8573.
FirstName LastNameScott Bennett Sincerely,
Comapany NameCravath, Swaine & Moore LLP
Division of
Corporation Finance
May 15, 2023 Page 3 Office of
Mergers & Acquisitions
FirstName LastName