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GasLog Partners LP – ‘F-1/A’ on 9/18/14

On:  Thursday, 9/18/14, at 5:23pm ET   ·   Accession #:  930413-14-4057   ·   File #:  333-198133

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/18/14  GasLog Partners LP                F-1/A                  3:3.5M                                   Command Financial

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Pre-Effective Amendment to Registration Statement   HTML   2.12M 
                          of a Foreign Private Issuer                            
 2: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
 3: EX-23.4     Consent of Experts or Counsel                       HTML      9K 

As filed with the Securities and Exchange Commission on September 18, 2014

Registration No. 333-198133

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT No. 1
TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco, + 377 97 97 51 15
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9338
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 2014

PRELIMINARY PROSPECTUS

GasLog Partners LP

4,500,000 Common Units
Representing Limited Partner Interests
$   per common unit

We are selling 4,500,000 of our common units. We have granted the underwriters an option to purchase up to 675,000 additional common units.

Our common units are traded on the New York Stock Exchange under the symbol “GLOP”. The last reported sales price of our common units on September 17, 2014 was $32.29.

Although we are organized as a partnership, we have elected to be treated as a corporation solely for U.S. federal income tax purposes.

We may request that the underwriters reserve up to 5% of the common units offered hereby for officers, directors and employees and related persons, as described herein. The number of common units available for sale to the general public would be reduced to the extent of these sales.

We are an “emerging growth company”, and we are eligible for reduced reporting requirements. See “Summary—Implications of Being an Emerging Growth Company”.

Investing in our common units involves risks. See “Risk Factors” beginning on page 24.

These risks include the following:

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the common units to purchasers on or about  , 2014 through the book-entry facilities of The Depository Trust Company.

 , 2014

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus.

TABLE OF CONTENTS

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SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical financial statements of GasLog Partners LP and the notes to those financial statements. The information presented in this prospectus assumes, unless otherwise noted, that the underwriters do not exercise their option to purchase additional common units. You should read “Risk Factors” for more information about important risks that you should consider carefully before buying our common units.

References in this prospectus to “GasLog Partners”, “we”, “our”, “us” and “the Partnership” or similar terms when used for periods prior to the completion of the initial public offering of GasLog Partners LP on May 12, 2014, or “IPO”, refer to GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd., which were contributed by GasLog Ltd. to the Partnership at the IPO. When used for periods after the completion of the IPO, those terms refer to GasLog Partners LP or any one or more of its subsidiaries, or to all such entities unless the context otherwise indicates. Please read “—Summary Financial and Operating Data” beginning on page 20 for an overview of our operating results and financial position.

References in this prospectus to “our general partner” refer to GasLog Partners GP LLC, the general partner of GasLog Partners. References in this prospectus to “GasLog LNG Services” refer to GasLog LNG Services Ltd., a wholly owned subsidiary of GasLog Ltd. References in this prospectus to “GasLog” refer, depending on the context, to GasLog Ltd. and to any one or more of its direct and indirect subsidiaries, other than us. References in this prospectus to “GasLog Carriers” refer to GasLog Carriers Ltd. References in this prospectus to “Ceres Shipping” refer to Ceres Shipping Ltd. References in this prospectus to “BG Group” refer to BG Group plc; references to “Samsung” refer to Samsung Heavy Industries Co. Ltd.; references to “Hyundai” refer to Hyundai Heavy Industries Co., Ltd.; and references to “Shell” refer to Royal Dutch Shell plc, or, in each case, any one or more of their subsidiaries or to such entities collectively.

Unless otherwise indicated, all references to “dollars” and “$” in this prospectus refer to, and amounts are presented in, U.S. dollars. References to “cbm” refer to cubic meters. References to “TFDE” refer to tri-fuel diesel electric propulsion technology.

GasLog Partners LP

We are a growth-oriented limited partnership focused on owning, operating and acquiring liquefied natural gas, or “LNG”, carriers engaged in LNG transportation under long-term charters, which we define as charters of five full years or more. Our initial fleet of three LNG carriers, which have charter terms expiring in 2018 and 2019, were contributed to us by GasLog, which controls us through its ownership of our general partner.

Our initial fleet consists of three LNG carriers, built in 2013, with modern tri-fuel diesel electric propulsion technology that operate under long-term charters with subsidiaries of BG Group. We also have options and other rights under which we may acquire additional LNG carriers from GasLog, as described below. We believe that such options and rights provide us with significant built-in growth opportunities. We may also acquire vessels from shipyards or other owners. We intend to operate our vessels under long-term charters with predictable cash flows and to grow our position in the LNG market through further acquisitions of LNG carriers from GasLog and third parties. We believe we can grow our distributions per unit organically by providing reliable customer service to our charterers and leveraging GasLog’s relationships, expertise and reputation. We intend to make further acquisitions of LNG carriers from GasLog, including the Pending Vessel Acquisition, and third parties to grow our fleet. However, we cannot assure you that we will make any particular acquisition or that as a consequence we will successfully grow our per unit distributions. Among other things, our ability to acquire additional LNG carriers will be dependent upon our ability to raise additional equity and debt financing.

GasLog is, we believe, a leading independent international owner, operator and manager of LNG carriers and provides support to international energy companies as part of their LNG logistics

chain. GasLog was founded and is effectively controlled by its chairman, Peter G. Livanos, whose family’s shipping activities commenced more than 100 years ago. On April 4, 2012, GasLog completed its initial public offering, and its common shares began trading on the New York Stock Exchange on March 30, 2012, under the symbol “GLOG”. At the time of its initial public offering, GasLog’s owned fleet consisted of ten LNG carriers, including eight newbuildings on order. Since its initial public offering, GasLog has increased by approximately 126% the total carrying capacity of vessels in its fleet, which includes vessels on the water and newbuildings on order. This increase includes: two LNG newbuilding orders announced in February 2013, two LNG newbuilding orders announced in August 2013, two LNG newbuilding orders and two exercised options for newbuilding orders announced in June 2014, all of which are expected to be delivered through the second half of 2017; the acquisition of one 2010 built LNG carrier announced in September 2013; and six secondhand steam-powered ships that were acquired from BG Group in April and June 2014. Each of the four newbuildings announced in 2013 is under a long-term charter, which will commence upon delivery. Since January 1, 2013, GasLog has taken delivery of five LNG carriers. As of September 1, 2014, GasLog has a fully owned 22 ship fleet, including 12 ships on the water and 10 LNG carriers on order from Samsung and Hyundai, as well as a 51.8% ownership in the Partnership (before giving effect to this offering).

Initial Fleet

Our initial fleet consists of:

Pending Vessel Acquisition

On August 14, 2014, we entered into a Share Purchase Agreement to purchase from GasLog Carriers, a direct subsidiary of GasLog, 100% of the ownership interests in GAS-sixteen Ltd. and GAS-seventeen Ltd., the entities that own the Methane Rita Andrea and the Methane Jane Elizabeth, respectively, for an aggregate purchase price of $328.0 million, which will be funded with a combination of new or existing debt (as discussed below) and proceeds raised in this offering. GasLog purchased the Methane Rita Andrea and the Methane Jane Elizabeth from BG Group in April 2014. In connection with the transaction, the Partnership will acquire GAS-sixteen Ltd. and GAS-seventeen Ltd. with $2.0 million of positive net working capital existing at the time of closing. GasLog supervised the construction of each ship and has provided technical management for the ships since delivery. We refer to this transaction as the “Pending Vessel Acquisition”.

The entities being purchased pursuant to the Pending Vessel Acquisition currently have $217.0 million of outstanding indebtedness in respect of the two vessels to be acquired. In connection with the Pending Vessel Acquisition, we expect to pay $111.0 million of the net proceeds (after deducting underwriting discounts and estimated expenses and including amounts payable by the general partner to retain its 2.0% interest in us) of this offering—the difference between the $328.0 million aggregate purchase price of the Pending Vessel Acquisition and the $217.0 million of outstanding indebtedness under the Citibank Facility that we expect to assume—to GasLog Carriers, a direct subsidiary of GasLog. We expect to use approximately $30.68 million (based on the closing price of

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our common units on the NYSE on September 17, 2014) of the remaining net proceeds of this offering (or $52.05 million if the underwriters’ option to acquire additional common units is exercised in full) to repay indebtedness outstanding under the Citibank Facility. In addition, shortly following the closing of the Pending Vessel Acquisition, we expect to refinance all our outstanding indebtedness and the indebtedness of the entities being acquired pursuant to the Pending Vessel Acquisition with borrowing under the New Credit Facility  (as defined below). See “—Recent Developments”.

The following table provides information about the ships to be purchased under the Pending Vessel Acquisition:

The Pending Vessel Acquisition and the purchase price were approved by our board of directors and the conflicts committee of our board of directors, or the “conflicts committee”. The conflicts committee retained an independent financial advisor to assist it in evaluating the Pending Vessel Acquisition. In determining that the Pending Vessel Acquisition is fair and reasonable to us, the conflicts committee obtained the views of its financial advisor as to the fairness of the purchase price.

We have agreed to the Pending Vessel Acquisition for the following reasons:

We estimate that the vessels being acquired will generate $47.7 million of incremental contracted revenue over their initial charter terms and add over $34.5 million per annum to our EBITDA⁽¹⁾. However, we may not realize that level of revenue or EBITDA from the acquisition of these vessels.

If the Pending Vessel Acquisition is consummated, our management intends to recommend to our board of directors an increase in our quarterly cash distribution of between $0.05625 and $0.06250 (between $0.225 and $0.250 per unit on an annualized basis), which would become effective for our distribution with respect to the quarter ending December 31, 2014. Any such increase would be conditioned upon, among other things, the closing of the Pending Vessel Acquisition, the approval of such increase by our board of directors and the absence of any material adverse developments or potentially attractive opportunities that would make such an increase inadvisable.

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We consider the above assumptions to be reasonable as of the date of this prospectus, but if these assumptions prove to be incorrect, actual EBITDA for 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. 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.

We intend to use the proceeds of this offering, and the related capital contribution to us by our general partner, to partially fund the purchase price for the Pending Vessel Acquisition and to prepay or refinance related indebtedness.

We expect the Pending Vessel Acquisition to close following the closing of this offering, subject to the Partnership obtaining the funds necessary to pay the purchase price and the satisfaction of certain other closing conditions. The Pending Vessel Acquisition may not close as anticipated or it may close with adjusted terms. See “Risk Factors—Risks Inherent in Our Business—The Pending Vessel Acquisition may not close as anticipated or it may close with adjusted terms”. This offering is not conditioned on the closing of the Pending Vessel Acquisition. If the Pending Vessel Acquisition does not close, we will use the net proceeds from this offering and the related capital contribution to us by our general partner for general partnership purposes.

The Pending Vessel Acquisition will be accounted for as a reorganization of companies under common control. Beginning with the first quarter following the completion of the Pending Vessel Acquisition, the Partnership’s historical results will be retroactively restated to reflect the historical results of the Methane Rita Andrea and Methane Jane Elizabeth during the periods they were owned by GasLog.

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Recent Developments

GasLog Partners LP

On August 1, 2014, we announced a partial cash distribution for the second quarter of 2014 of $4.13 million, or $0.20604 per unit, pro-rated from the IPO closing date through June 30, 2014, which was paid to all unitholders of record as of August 11, 2014. This distribution corresponds to a quarterly distribution of $0.375 per unit, or $1.50 per unit per year.

On August 5, 2014, we entered into a commitment letter and a coordination letter with Citibank for a credit facility for up to $450 million, or the “New Credit Facility”, to refinance the existing debt facilities for our initial fleet, as well as the debt facilities for the vessels to be acquired pursuant to the Pending Vessel Acquisition. The refinanced debt is expected to have a tenor of five years and an amortization profile of 20 years, which we believe will increase our financial flexibility. The New Credit Facility will be secured by a first priority mortgage on each of our existing vessels and, when delivered, the vessels to be acquired pursuant to the Pending Vessel Acquisition, a specific assignment of each of the existing charters and a first assignment of earnings and insurances in relation to the vessels. The New Credit Facility will bear interest at LIBOR plus a margin and will be payable in 20 equal quarterly payments of $5.625 million each and a balloon payment of $337.5 million together with the final quarterly payment. We expect that the New Credit Facility will have financial and restrictive covenants that are consistent with our existing debt. The closing of the New Credit Facility is subject to conditions precedent, including the negotiation and execution of final documentation and final lender approvals. We expect the New Credit Facility to be entered into and funded shortly following the closing of the Pending Vessel Acquisition. In addition, at the closing of the Pending Vessel Acquisition, we expect to use a portion of the proceeds from this offering to prepay amounts related to the Methane Rita Andrea and Methane Jane Elizabeth currently outstanding under the Facility Agreement between GAS-sixteen Ltd., GAS-seventeen Ltd. and GAS-eighteen Ltd. as borrowers, Citibank, N.A., London Branch, or “Citibank”, as mandated lead arranger, the financial institutions listed in Schedule 1 thereto as lenders, Citibank as bookrunner, Citibank International Plc as agent of the other finance parties and Citibank as security agent and trustee, or the “Citibank Facility”, which such borrowers entered into to finance the purchase of the Methane Rita Andrea and the Methane Jane Elizabeth (as well as the Methane Lydon Volney, which is not being acquired in the Pending Vessel Acquisition). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.

If the New Credit Facility described above is not entered into and funded at or prior to the closing of the Pending Vessel Acquisition, (1) the Citibank Facility will remain in place and (2) as required by the Citibank Facility, we and GasLog Partners Holdings LLC, our wholly owned subsidiary, will enter into a guarantee agreement with Citibank pursuant to which we and GasLog Partners Holdings LLC will guarantee the obligations of the borrowers under the Citibank Facility (including GAS-eighteen Ltd., an entity that will not be acquired from GasLog under the Pending Vessel Acquisition), or the “Guarantee”. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”. The funding of the New Credit Facility is not a condition to the completion of this offering or the Pending Vessel Acquisition.

GasLog Ltd.

In May 2014, subsidiaries of GasLog entered into shipbuilding contracts with Samsung for the construction of two LNG carriers (174,000 cbm each). The vessels are expected to be delivered in the first and second half of 2017, respectively.

In June 2014, subsidiaries of GasLog entered into shipbuilding contracts with Hyundai for the construction of two LNG carriers (174,000 cbm each). The vessels are expected to be delivered in the second half of 2017.

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On June 30, 2014, GasLog took delivery of the Solaris, a 155,000 cbm LNG carrier constructed by Samsung that commenced her seven year charter party agreement with Shell.

Option Vessels

We have the option to purchase the following 12 LNG carriers from GasLog, including the two vessels to be acquired pursuant to the Pending Vessel Acquisition, within 36 months after each such vessel’s acceptance by its charterer (or, in the case of the GasLog Seattle and the six vessels recently acquired from BG Group, including the two vessels subject to the Pending Vessel Acquisition, 36 months after the closing of the IPO), in each case at fair market value as determined pursuant to the omnibus agreement.

Our ability to purchase these optional vessels, should we exercise our right to purchase such vessels, is dependent on our ability to obtain financing to fund all or a portion of the acquisition costs of these vessels and may be dependent on the consent of existing lenders to GasLog with respect to these optional vessels. See “Risk Factors—Risks Inherent in Our Business—We may have difficulty obtaining consents that are necessary to acquire vessels with an existing charter or financing agreement”. As of the date of this prospectus, we have not secured any financing in connection with the 12 optional vessels (other than those to be acquired pursuant to the Pending Vessel Acquisition). In connection with the Pending Vessel Acquisition, we will enter into the New Credit Facility or the Guarantee. See “—Recent Developments”.

GasLog also has the following 10 additional carriers in its fleet, which it will be required to offer to us for purchase at fair market value as determined pursuant to the omnibus agreement if charters are secured with committed terms of five full years or more:

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In addition to the LNG carriers described in the preceding paragraphs, we intend to leverage our relationship with GasLog to make accretive acquisitions of LNG carriers with long-term charters from GasLog and third parties to increase our distributions per unit. Pursuant to the omnibus agreement, GasLog will be required to offer to us for purchase any other LNG carriers with cargo capacities greater than 75,000 cbm engaged in oceangoing LNG transportation that GasLog owns or acquires if charters are secured with committed terms of five full years or more. Except as discussed elsewhere in this prospectus, this right will continue throughout the entire term of the omnibus agreement. In addition to GasLog’s committed order book, GasLog currently holds fixed price options from Samsung on two additional 174,000 cbm newbuildings with delivery dates in 2017 and early 2018. If GasLog exercises these options, Samsung has agreed to grant GasLog two additional options. GasLog also holds fixed price options from Hyundai on four additional 174,000 cbm newbuildings with delivery dates in late 2017 and during 2018. In addition, we will have a right of first offer with regard to any proposed sale, transfer or other disposition of any LNG carriers with cargo capacities greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter of five full years or more that GasLog owns, as discussed elsewhere in this prospectus. Our ability to acquire additional LNG carriers from GasLog is subject to obtaining any applicable consents of governmental authorities and other non-affiliated third parties, including the relevant lenders and charterers. Under the omnibus agreement, GasLog will be obligated to use reasonable efforts to obtain any such consents. Our ability to exercise any right to acquire additional LNG carriers will also be subject to our ability to obtain additional equity and debt financing. We cannot assure you that in any particular case the necessary consent will be obtained. See “Certain Relationships and Related Party Transactions—Omnibus Agreement”.

Our Relationship with GasLog Ltd.

We believe that one of our principal strengths is our relationship with GasLog. We believe our relationship with GasLog gives us access to GasLog’s relationships with leading energy companies, shipbuilders, financing sources and suppliers and to its technical, commercial and managerial expertise, which we believe will allow us to compete more effectively when seeking additional

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customers. As of September 1, 2014, GasLog has a fully owned 22 ship fleet, including 12 ships on the water and 10 LNG carriers on order from Samsung and Hyundai, as well as a 51.8% ownership in the Partnership (before giving effect to this offering). Since its initial public offering in April 2012, GasLog has increased by approximately 126% the total carrying capacity of vessels in its fleet, which includes vessels on the water and newbuildings on order. In addition, GasLog, through its wholly owned subsidiary GasLog LNG Services, provides ship management services to the LNG carriers in our initial fleet and, subject to any alternative arrangements with the applicable charterer, additional ships we may acquire from GasLog. GasLog will also provide certain administrative and commercial management services to the Partnership.

GasLog was incorporated in 2003 and is effectively controlled by its chairman, Peter G. Livanos, who beneficially owns approximately 39.0% of GasLog’s common shares. Mr. Livanos’ family’s shipping activities commenced more than 100 years ago. On April 4, 2012, GasLog completed its initial public offering and its common shares began trading on the New York Stock Exchange on March 30, 2012, under the symbol “GLOG”. GasLog completed a $199 million follow-on public offering and concurrent private placement on January 22, 2014, to fund a portion of the cost of the acquisition of the three vessels recently purchased from BG Group, and on April 16, 2014, GasLog completed a $110 million follow-on public offering to fund a portion of the cost of the acquisition of the three vessels under contract to be purchased from BG Group.

Upon completion of this offering, GasLog will own our 2.0% general partner interest, all of our incentive distribution rights, 162,358 common units and all of our subordinated units. Our general partner, by virtue of its general partner interest, controls the appointment of three of our five directors (subject to its right to transfer the power to elect one director to the common unitholders so that they will thereafter elect a majority of our directors). GasLog intends to utilize us as its primary growth vehicle to pursue the acquisition of LNG carriers that are expected to generate long-term, stable cash flows.

Business Opportunities

With the global demand for natural gas increasing and LNG’s share of the international natural gas trade expanding within the sector, we believe that this is a favorable time to continue to grow the Partnership through the addition of modern vessels. While LNG trade is cyclical and there is no guarantee that we will be able to take advantage of opportunities to grow, we believe the following attributes of the LNG industry create an attractive environment in which to expand our business:

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Competitive Strengths

We believe that our future business prospects are well supported by the following factors:

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We can provide no assurance, however, that we will be able to utilize our strengths described above. For further discussion of the risks that we face, see “Risk Factors”.

Business Strategies

Our primary business objective is to grow our business profitably and increase quarterly distributions per unit over time by executing the following strategies:

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We can provide no assurance, however, that we will be able to implement our business strategies described above. For further discussion of the risks that we face, see “Risk Factors”.

Risk Factors

An investment in our common units involves risks associated with our business, our partnership structure and the tax characteristics of our common units. Please read carefully the risks described under “Risk Factors” beginning on page 24 of this prospectus.

These risks include, among others, the following:

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This is not a comprehensive list of risks to which we are subject, and you should carefully consider all the information in this prospectus prior to investing in our common units.

Implications of Being an Emerging Growth Company

We had less than $1.0 billion in revenue during our last fiscal year, we have not issued more than $1.0 billion in non-convertible debt and we are not a large accelerated filer, which means that we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the “JOBS Act”. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our IPO or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company as of the earliest to occur of: (i) the last day of the fiscal year during which we had $1 billion or more in annual gross revenues; (ii) the date of our issuance, in a three-year period, of more than $1 billion in non-convertible debt; or (iii) the date on which we are deemed to be a “large accelerated filer” as defined for purposes of the Securities Exchange Act of 1934, or the “Exchange Act”, which will occur if the market value of our common units held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide unitholders may be different than information provided by other public companies.

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Organizational and Ownership Structure

At the closing of this offering, we will receive $2.97 million from our general partner for 91,837 general partner units (based on the closing price of our common units on the NYSE on September 17, 2014) to allow it to maintain its 2.0% general partner interest in us (or $3.41 million for 105,612 general partner units if the underwriters exercise in full their option to purchase additional common units). The sale of general partner units is not part of this offering. The following table and diagram depict our simplified organizational and ownership structure after giving effect to the offering, the sale of general partner units and the Pending Vessel Acquisition, assuming no exercise of the underwriters’ option to purchase additional common units:

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Our Management

In accordance with our partnership agreement, our general partner has delegated to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis. Certain of our directors and officers also currently serve as directors and officers of GasLog or its affiliates. For more information about these individuals, see “Management—Directors and Executive Officers”.

Pursuant to the administrative services agreement, we will pay a fixed fee to GasLog for the reasonable costs and expenses incurred in connection with providing administrative services to us. For the three vessels in our initial fleet, we expect that we will pay approximately $1.8 million under the administrative services agreement for the twelve months ending September 30, 2015. For the vessels to be acquired pursuant to the Pending Vessel Acquisition, we expect that we will pay approximately $1.2 million under the administrative services agreement for the twelve months ending September 30, 2015. For a more detailed description of this arrangement, see “Certain Relationships and Related Party Transactions—Administrative Services Agreement”.

Our operating subsidiaries are party to commercial management agreements, which were amended in connection with the IPO, pursuant to which we will reimburse GasLog for the reasonable costs and expenses incurred in connection with providing commercial management services to us. For the three vessels in our initial fleet, we expect that we will pay approximately $1.1 million in total under the amended commercial management agreements for the twelve months ending September 30, 2015. For a more detailed description of this arrangement, see “Certain Relationships and Related Party Transactions—Commercial Management Agreements”. The entities being acquired in connection with the Pending Vessel Acquisition are also party to similar commercial management agreements which are being amended in connection with this offering, and we expect that we will pay GasLog approximately $0.7 million in total under the amended commercial management agreements for the twelve months ending September 30, 2015.

In addition, our operating subsidiaries are party to ship management agreements with GasLog LNG Services, which were amended in connection with the IPO, that govern the crew and technical management of the vessels in our fleet. For the three vessels in our initial fleet, we expect that our operating subsidiaries will pay GasLog LNG Services approximately $1.7 million in total under the amended ship management agreements for the twelve months ending September 30, 2015. For a more detailed description of this arrangement, see “Certain Relationships and Related Party Transactions—Ship Management Agreements”. The entities being acquired in connection with the Pending Vessel Acquisition are also party to similar ship management agreements which are being amended in connection with this offering, and we expect that our operating subsidiaries will pay GasLog LNG Services approximately $1.1 million in total under the amended ship management agreements for the twelve months ending September 30, 2015.

Principal Executive Offices and Internet Address; SEC Filing Requirements

Our registered and principal executive offices are located at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco, and our phone number is + 377 97 97 51 15. We expect to make our periodic reports and other information filed with or furnished to the United States Securities and Exchange Commission, or the “SEC”, available, free of charge, through our website at www.gaslogmlp.com as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. See “Where You Can Find More Information” for an explanation of our reporting requirements as a foreign private issuer.

Summary of Conflicts of Interest and Fiduciary Duties

Our general partner and our directors have a legal duty to manage us in a manner beneficial to our unitholders, subject to the limitations described under “Conflicts of Interest and Fiduciary Duties”. This legal duty is commonly referred to as a “fiduciary duty”. Our directors also have fiduciary duties to manage us in a manner beneficial to us, our general partner and our limited

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partners. Our executive officers are employed by GasLog or its applicable affiliate and have fiduciary duties to that entity and not to us. As a result of these relationships, conflicts of interest may arise between us and our unaffiliated limited partners on the one hand, and GasLog and its affiliates, including our general partner, on the other hand. The resolution of these conflicts may not be in the best interest of us or our unitholders. In particular:

For a more detailed description of our management structure, see “Management—Directors and Executive Officers” and “Certain Relationships and Related Party Transactions”.

Our general partner, which is wholly owned by GasLog, has the right to appoint three of five, or a majority of our directors. Our board of directors has a conflicts committee composed of directors who meet both New York Stock Exchange, or “NYSE”, and SEC independence

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requirements and are not any of the following: (a) officers or employees of our general partner, (b) officers, directors or employees of any affiliate of our general partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the general partner, its affiliates or the Partnership and its subsidiaries (other than (x) common units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of the Partnership or its subsidiaries). Our board of directors may, but is not obligated to, seek approval of the conflicts committee for resolutions of conflicts of interest that may arise as a result of the relationships between GasLog and its affiliates, on the one hand, and us and our unaffiliated limited partners, on the other. There can be no assurance that a conflict of interest will be resolved in favor of the Partnership.

Our partnership agreement contains provisions that reduce the standards to which our general partner and our directors would otherwise be held under Marshall Islands law. For example, our partnership agreement limits the liability and reduces the fiduciary duties of our general partner and our directors to our unitholders. Our partnership agreement also restricts the remedies available to our unitholders. By purchasing a common unit, you are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner, its affiliates or our directors, all as set forth in our partnership agreement. See “Conflicts of Interest and Fiduciary Duties” for a description of the fiduciary duties that would otherwise be imposed on our general partner, its affiliates and our directors under Marshall Islands law, the material modifications of those duties contained in our partnership agreement and certain legal rights and remedies available to our unitholders under Marshall Islands law.

For a more detailed description of the conflicts of interest and fiduciary duties of our general partner and its affiliates, see “Conflicts of Interest and Fiduciary Duties”. For a description of our other relationships with our affiliates, see “Certain Relationships and Related Party Transactions”.

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The Offering

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Summary Financial and Operating Data

The following table presents, in each case for the periods and as of the dates indicated, summary historical financial and operating data. Our historical combined and consolidated financial statements were prepared on the basis that the acquisition of our initial fleet constituted a reorganization of companies under common control. The summary historical financial data as of and for the years ended December 31, 2012 and 2013 has been derived from the audited combined and consolidated financial statements of GasLog Partners LP, and the summary historical financial data as of June 30, 2014 and for the six month periods ended June 30, 2013 and 2014 has been derived from the interim unaudited condensed combined and consolidated financial statements of GasLog Partners LP. The financial statements have been prepared in accordance with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or the “IASB”, which are included elsewhere in this prospectus.

The Pending Vessel Acquisition will be accounted for as a reorganization of companies under common control. Beginning with the first quarter following the completion of the Pending Vessel Acquisition, the Partnership’s historical results will be retroactively restated to reflect the historical results of the Methane Rita Andrea and Methane Jane Elizabeth during the periods they were owned by GasLog.

The following financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the historical combined and consolidated financial statements of GasLog Partners LP, the interim unaudited condensed combined and consolidated financial statements, and the notes thereto included elsewhere in this prospectus.

The results of operations reflect operations of the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney, which commenced operations under their respective charters from January 2013, March 2013 and May 2013, respectively.

Our results of operations, cash flows and financial conditions could differ from those that would have resulted if we operated autonomously or as an entity independent of GasLog in the periods prior to our IPO for which historical financial data is presented below, and such data may not be indicative of our future operating results or financial performance.

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