CPLP Files Form 10 for Athena SpinCo

Dear Capital Product Partners L.P. unitholders:
We are pleased to inform you that, on            , 2019, the board of directors of Capital Product Partners L.P. (“CPLP”) declared the distribution of all 12,725,000 outstanding common shares of Athena SpinCo Inc. (“Athena SpinCo”), a wholly owned subsidiary of CPLP, to holders of CPLP common units and CPLP general partner units on a pro rata basis as of the record date of            , 2019.
Athena SpinCo, which is anticipated to be renamed Diamond S Shipping Inc. prior to the distribution (“Diamond S”), will consist of CPLP’s crude and product tanker business and immediately after the distribution, will combine with the businesses and operations of DSS Holdings L.P. (“DSS LP”), one of the largest owners and operators of modern crude and product tankers in the world, pursuant to a Transaction Agreement, dated as of November 27, 2018 (the “Transaction Agreement”).
Upon completion of the transactions, CPLP unitholders are expected to own approximately 33% of the outstanding shares of common stock of Diamond S (the “Diamond S common stock”) and former DSS LP limited partners are expected to own approximately 67% of the Diamond S common stock (all ownership percentages described in this letter are subject to closing adjustments). The Diamond S common stock is expected to be listed on    under the ticker symbol “    .”
These transactions mark a strategic step aimed at unlocking value for CPLP unitholders by combining CPLP’s tanker business with a major pure play crude and product tanker company at a premium for CPLP unitholders. CPLP intends to continue as a master limited partnership with a modern fleet comprising ten container vessels and one dry bulk vessel employed under medium- to long-term charters and expects to generate more stable cash flows after the transactions. . CPLP expects to be well-positioned going forward to engage in asset acquisitions across different shipping segments with the aim of growing its per unit distributable cash flow.
In light of the proposed continued management by CPLP’s manager of the tankers that CPLP will contribute to the combined company following completion of the transactions, the board of directors of CPLP delegated to a special committee comprised solely of independent board members the full power and responsibility to, among other things, evaluate, oversee the negotiations of and determine whether to approve the transactions described herein. The special committee, after consultation with its independent legal and financial advisors, has unanimously recommended the approval of the transactions to the CPLP board of directors. Furthermore, the transactions were approved by the conflicts committee of the board of directors of CPLP. Following the determinations of the special committee and the conflicts committee, the CPLP board of directors unanimously approved the transactions.

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