MONACO - March 23, 2017 - GasLog Partners LP (NYSE:GLOP) ("GasLog Partners" or the "Partnership") and GasLog Ltd.
(NYSE:GLOG) ("GasLog") announced today that they have entered into an agreement for the Partnership to purchase from GasLog 100% of
the shares in the entity that owns and charters GasLog Greece (the "Acquisition"). The aggregate purchase price for the
Acquisition will be $219 million, which includes $1 million for positive net working capital balances to be transferred with the
vessel. GasLog Partners expects to finance the acquisition with cash on hand, including proceeds from its recent equity offering,
and the assumption of $151 million of GasLog Greece's existing debt. The Acquisition is expected to close in the second
quarter of 2017 and is subject to satisfaction of certain customary closing conditions. The Board of Directors of GasLog, the Board
of Directors of GasLog Partners (the "Board"), and the Conflicts Committee of the Board have approved the Acquisition.
GasLog Greece is a 174,000 cubic meter tri-fuel diesel electric liquefied natural gas ("LNG") carrier built in 2016
and operated by GasLog since delivery. The vessel is currently on a long-term time charter with a wholly owned subsidiary of Royal
Dutch Shell plc ("Shell") through March 2026. Shell has the option to extend the charter for a further five years.
The Partnership believes the Acquisition will be immediately accretive to unitholder distributions and consistent with its
strategy to grow cash distributions through dropdown and third-party acquisitions. GasLog Partners estimates that, assuming full
utilization, GasLog Greece will add approximately $24 million to EBITDA(1) and $13 million to distributable cash
flow(1) in the first 12 months after closing. Accordingly, the Acquisition purchase price represents a multiple of
approximately 9.1x estimated EBITDA.
Upon closing, the Acquisition will be supportive of GasLog Partners' guidance to grow unitholder distributions at a 10% to 15%
compound annual rate since IPO. In conjunction with today's announcement, the Partnership affirms this growth guidance, which would
result in an annualized distribution of $2.09 per unit or higher by the fourth quarter of 2017.
Andy Orekar, Chief Executive Officer of GasLog Partners, stated, "I am very pleased to announce the Partnership's fourth
accretive dropdown transaction. Acquiring this strategically attractive vessel and its charter to Shell with nine years remaining
highlights GasLog Partners' differentiated business model, which provides cash flow stability with growth through acquisitions. The
Acquisition expands the Partnership's fleet to ten wholly owned LNG carriers, extends our average remaining charter duration and
significantly increases our EBITDA and distributable cash flow. After closing the Acquisition, GasLog Partners will have a dropdown
pipeline of twelve vessels, providing a visible path to future distribution increases."
Paul Wogan, Chief Executive Officer of GasLog, stated, "I am delighted that we continue to execute on our strategy of dropping
vessels into GasLog Partners and recycling the capital to GasLog. The proceeds from the sale, which values GasLog Greece at
a premium to book value, will strengthen our balance sheet and provide further funding for future profitable growth. We also
benefit from increases in GasLog Partners' distribution through our unit ownership and incentive distribution rights, which should
continue to enhance our cash flow, growth prospects and valuation. Based on the Partnership's growth guidance, GasLog's annualized
distributions received from GasLog Partners are expected to equal approximately $25 million or higher by the fourth quarter of
2017."
(1)EBITDA and distributable cash flow are non-GAAP financial measures. Please refer to Exhibit I for guidance on the
underlying assumptions used to derive EBITDA and distributable cash flow.
About GasLog Partners
GasLog Partners is a growth-oriented master limited partnership focused on owning, operating and acquiring LNG carriers under
multi-year charters. Upon closing of the Acquisition, GasLog Partners' fleet will consist of ten LNG carriers with an average
carrying capacity of approximately 152,000 cbm, each of which has a multi-year time charter. GasLog Partners' principal executive
offices are located at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. Visit GasLog Partners' website at http://www.gaslogmlp.com.
About GasLog
GasLog is an international owner, operator and manager of LNG carriers providing support to international energy companies as part
of their LNG logistics chain. GasLog's consolidated fleet consists of 27 LNG carriers (22 ships on the water and 5 on order).
GasLog also has an additional LNG carrier which was sold to a subsidiary of Mitsui Co. Ltd. and leased back under a long-term
bareboat charter. Upon closing of the Acquisition, GasLog's consolidated fleet will include ten LNG carriers in operation owned by
GasLog's subsidiary, GasLog Partners. GasLog's principal executive offices are at Gildo Pastor Center, 7 Rue du Gabian, MC 98000,
Monaco. Visit GasLog's website at http://www.gaslogltd.com.
Forward-Looking Statements
All statements in this press release 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 GasLog and GasLog Partners 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.
We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this press release,
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 and technological advancements;
- continued low prices for crude oil and petroleum products and volatility in gas prices;
- our ability to enter into time charters with new and existing customers;
- changes in the ownership of our charterers;
- our customers' performance of their obligations under our time charters;
- our future operating performance, financial condition, liquidity and cash available for dividends and distributions;
- our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks
of their financial commitments, and our ability to meet our restrictive covenants and other obligations under our credit
facilities;
- future, pending or recent acquisitions of or orders for ships or other assets, business strategy, areas of possible expansion
and expected capital spending or operating expenses;
- the time that it may take to construct and deliver newbuildings and the useful lives of our ships;
- number of off-hire days, drydocking requirements and insurance costs;
- fluctuations in currencies and interest rates;
- our ability to maintain long-term relationships with major energy companies;
- our ability to maximize the use of our ships, including the re-employment or disposal of ships not under time charter
commitments;
- environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory
authorities;
- the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization
standards, requirements imposed by classification societies and standards imposed by our charterers applicable to our
business;
- risks inherent in ship operation, including the discharge of pollutants;
- 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;
- 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 risks and uncertainties described in GasLog's Annual Report on Form 20-F filed with the SEC on March 1, 2017 and the
Partnership's Annual Report on Form 20-F filed with the SEC on February 13, 2017 and the Prospectus Supplement filed with the SEC
on January 25, 2017. Copies of both Annual reports, the Partnership's Prospectus Supplement, as well as subsequent filings are
available at http://www.sec.gov.
GasLog and GasLog Partners undertake no obligation to update or revise any forward-looking statements contained in this press
release, whether as a result of new information, future events, a change in our views or expectations or otherwise, except as
required by applicable law. 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 from those contained in any forward-looking statement.
The declaration and payment of distributions are at all times subject to the discretion of our board of directors and will
depend on, amongst other things, risks and uncertainties described above, restrictions in our credit facilities, the provisions of
Bermuda law and such other factors as our board of directors may deem relevant.
EXHIBIT I
Non-GAAP Financial Measures
EBITDA and distributable cash flow
EBITDA is defined as earnings before interest income and expense, taxes, depreciation and amortization. EBITDA, which is a
non-GAAP financial measure, is used as a supplemental financial measure by management and external users of financial statements,
such as investors, to assess our financial and operating performance. The Partnership believes that this non-GAAP financial measure
assists our management and investors by increasing the comparability of our performance from period to period. The Partnership
believes that including EBITDA assists our management and investors in (i) understanding and analyzing the results of our operating
and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing
financial and operational strength in assessing whether to continue to hold our common units. This increased comparability is
achieved by excluding the potentially disparate effects between periods of interest, taxes, depreciation and amortization, which
items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items
may significantly affect results of operations between periods.
EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or as a substitute for, or
superior to profit, profit from operations, earnings per unit or any other measure of financial performance presented in accordance
with IFRS. Some of these limitations include the fact that it does not reflect (i) our cash expenditures or future requirements for
capital expenditures or contractual commitments, (ii) changes in, or cash requirements for our working capital needs and (iii) the
significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. Although
depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in
the future, and EBITDA does not reflect any cash requirements for such replacements. It is not adjusted for all non-cash income or
expense items that are reflected in our statement of cash flows and other companies in our industry may calculate this measure
differently than we do, limiting its usefulness as a comparative measure.
Distributable cash flow with respect to any quarter means EBITDA after considering financial costs for the period, excluding
amortization of loan fees, estimated drydocking and replacement capital reserves established by the Partnership. Estimated
drydocking and replacement capital reserves represent capital expenditures required to renew and maintain over the long-term the
operating capacity of, or the revenue generated by our capital assets. Distributable cash flow is a quantitative standard used by
investors in publicly-traded partnerships to assess their ability to make quarterly cash distributions. Our calculation of
Distributable cash flow may not be comparable to that reported by other companies. Distributable cash flow is a non-GAAP financial
measure and should not be considered as an alternative to profit or any other indicator of the Partnership's performance calculated
in accordance with GAAP.
For the entities owning GasLog Greece, estimated EBITDA and distributable cash flow for the first 12 months of operation
following the completion of the Acquisition is based on the following assumptions:
- closing of the Acquisition in the second quarter of 2017 and timely receipt of charter hire specified in the charter
contracts;
- utilization of 363 days per year and no drydocking;
- vessel operating and supervision costs and charter commissions per current internal estimates; and
- general and administrative expenses based on management's current internal estimates.
GasLog and GasLog Partners consider the above assumptions to be reasonable as of the date of this press release, but if these
assumptions prove to be incorrect, actual EBITDA and distributable cash flow for the entities owning the vessels could differ
materially from our estimates. The prospective financial information was not prepared with a view toward public disclosure or with
a view toward complying with the guidelines established by the American Institute of Certified Public Accountants, but, in the
view of management, was prepared on a reasonable basis and reflects the best currently available estimates and judgments. However,
this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this
press release are cautioned not to place undue reliance on the prospective financial information. Neither our independent auditors
nor any other independent accountants have compiled, examined, or performed any procedures with respect to the prospective
financial information contained above, nor have they expressed any opinion or any other form of assurance on such information or
its achievability and assume no responsibility for, and disclaim any association with, such prospective financial information.
Contacts:
Alastair Maxwell
Chief Financial Officer
Phone: +44-203-388-3105
Jamie Buckland
Head of Investor Relations
Phone: +44-203-388-3116
Email: ir@gaslogltd.com
Samaan Aziz
Investor Relations Manager
Phone: +1-212-223-0643
Email: ir@gaslogmlp.com