SHARE PURCHASE AGREEMENT Dated June 22, 2015 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LPShare Purchase Agreement • June 22nd, 2015 • GasLog Partners LP • Water transportation • New York
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of June 22, 2015, is made by and among GASLOG LTD. (the “Sponsor”), a Bermuda exempted company, GASLOG CARRIERS LTD. (the “Seller”), a Bermuda exempted company and a wholly owned subsidiary of the Sponsor (and together with the Sponsor, and their affiliates other than the Buyer Entities, the “Seller Entities”) and GASLOG PARTNERS LP (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONShare Purchase Agreement • June 22nd, 2015 • GasLog Partners LP • Water transportation
On June 22, 2015, GasLog Partners LP (“we”, “our”, “us”, “GasLog Partners” or the “Partnership”) entered into a share purchase agreement to purchase from GasLog Carriers Ltd., a direct subsidiary of GasLog Ltd. (“GasLog”), 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that own the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally, respectively, for an aggregate purchase price of $483,000,000. As consideration for this acquisition, the Partnership will pay GasLog $157,500,000, representing the difference between the $483,000,000 aggregate purchase price and the $325,500,000 of outstanding indebtedness of the acquired entities before taking into account any net working capital adjustment under the share purchase agreement in order to maintain the agreed working capital position in the acquired entities of $3,000,000 at the time of acquisition. We refer to this transaction as the “Pending Vess
