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Costamare Partners LP – IPO: ‘F-1/A’ on 10/23/14

On:  Thursday, 10/23/14, at 4:51pm ET   ·   Accession #:  930413-14-4400   ·   File #:  333-199113

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

10/23/14  Costamare Partners LP             F-1/A                 11:5.4M                                   Command Financial

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Pre-Effective Amendment to Registration Statement   HTML   2.56M 
                          of a Foreign Private Issuer                            
 2: EX-5.1      Opinion re: Legality                                HTML     15K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML     13K 
 4: EX-8.2      Opinion re: Tax Matters                             HTML     13K 
 5: EX-10.2     Material Contract                                   HTML    165K 
 6: EX-10.5     Material Contract                                   HTML    176K 
 7: EX-10.6     Material Contract                                   HTML    168K 
 8: EX-10.7     Material Contract                                   HTML    172K 
 9: EX-10.8     Material Contract                                   HTML    169K 
10: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
11: EX-23.4     Consent of Experts or Counsel                       HTML     10K 

As filed with the Securities and Exchange Commission on October 23, 2014

Registration No. 333-199113

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

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

60 Zephyrou Street & Syngrou Avenue, 17564 Athens Greece, +30-210-949-0050
(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 OCTOBER 23, 2014

PRELIMINARY PROSPECTUS

Costamare Partners LP
Common Units
Representing Limited Partner Interests
$   per common unit

This is the initial public offering of our common units. We currently expect the initial public offering price to be between $   and $   per common unit.

We have granted the underwriters an option to purchase up to an additional   common units.

Members of the Konstantakopoulos family and certain funds managed by York Capital Management Global Advisors LLC, which is the joint venture partner of Costamare Inc., or “Costamare”, for the ownership of certain vessels, have indicated that they currently intend to purchase up to an aggregate of approximately $  million and $  million, respectively, of common units in the offering at the public offering price. This represents an aggregate of approximately  common units based on the midpoint of the price range set forth above. The number of common units available for sale to the general public will be reduced to the extent of these sales.

We intend to apply to list the common units on the New York Stock Exchange under the symbol “CMRP”.

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 31.

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. Unless we otherwise specify, all references to information and data in this prospectus about our business and fleet refer to our business and fleet to be contributed to the Partnership upon the closing of this offering. Prior to the closing of this offering, the Partnership will not own any vessels. You should read the entire prospectus carefully, including the historical financial statements of Costamare Partners LP Predecessor, which includes the subsidiaries of Costamare Inc. that own the vessels in our initial fleet, and the notes to those financial statements. The information presented in this prospectus assumes, unless otherwise noted, (1) an initial public offering price of $   per common unit (the midpoint of the price range set forth on the cover of this prospectus) and (2) 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. Unless otherwise indicated, all references to “dollars” and “$” in this prospectus are to, and amounts are presented in, U.S. dollars.

References in this prospectus to “Costamare Partners”, “we”, “our”, “us” and “the Partnership” or similar terms when used in a historical context refer to Capetanissa Maritime Corporation, Jodie Shipping Co., Kayley Shipping Co. and Raymond Shipping Co., the subsidiaries of Costamare Inc. that hold interests in the vessels in our initial fleet. When used in the present tense or prospectively, those terms refer to Costamare 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 26 for an overview of our predecessor’s operating results and financial position.

References in this prospectus to “our general partner” refer to Costamare Partners GP LLC, the general partner of Costamare Partners. References in this prospectus to “Costamare” refer, depending on the context, to Costamare Inc. and to any one or more of its direct and indirect subsidiaries, including Croy Holdings Inc., other than us. References in this prospectus to “Costamare Shipping” refer to Costamare Shipping Company S.A., an affiliate of Costamare controlled by Costamare’s chairman and chief executive officer. References in this prospectus to “Shanghai Costamare” refer to Shanghai Costamare Ship Management Co., Ltd., a Chinese corporation affiliated with Costamare Inc. References in this prospectus to “York” refer to York Capital Management Global Advisors LLC, Sparrow Holdings L.P., Bluebird Holdings L.P. and certain affiliated funds on whose behalf York Capital Management Global Advisors LLC has entered into the Framework Agreement (as defined herein) and the omnibus agreement (as discussed elsewhere in this prospectus), as the context may require. References in this prospectus to the “Framework Agreement” refer to the Framework Deed between Costamare Inc. and its wholly- owned subsidiary, Costamare Ventures Inc., on the one hand, and York and its affiliated fund, Sparrow Holdings, L.P., on the other, as amended from time to time, pursuant to which Costamare and York agreed to jointly invest in newbuild and secondhand container vessels through jointly held companies in which Costamare holds a 25% to 75% interest (any such entity, referred to as a “JV Entity”, and any such jointly owned or acquired vessel, referred to as a “JV vessel”). References in this prospectus to “V.Ships Greece” refer to V.Ships Greece Ltd. We use the term “twenty foot equivalent unit”, or “TEU”, the international standard measure of containers, in describing the capacity of our containerships.

Costamare Partners LP

We are a growth-oriented limited partnership formed to own, operate and acquire containerships under long-term, fixed-rate charters, which we define as charters of five full years or more. As of September 30, 2014, our initial fleet of four containerships had an average capacity of approximately 9,000 TEU and an average remaining charter term (weighted by TEU capacity) of approximately 6.4 years, with charter terms expiring between 2018 and 2023. These four vessels will be contributed to us by Costamare, one of the largest publicly listed containership owners by TEU capacity, which will control us through its ownership of our general partner. We believe that Costamare intends to utilize us as its primary growth vehicle to pursue the acquisition of containerships that are expected to generate long-term, predictable cash flows, although there is no

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guarantee that we will be able to take advantage of opportunities to grow or generate the desired cash flows, nor is there any guarantee that Costamare will utilize us in this manner.

We are an owner of containerships and we generate our revenues by chartering them to leading liner companies pursuant to long-term, fixed-rate charters. Under the terms of these charters, we provide crewing and technical management, while the charterer is generally responsible for securing cargos, fuel costs and voyage expenses. Our charters provide for a fixed hire rate over the life of the charter, regardless of the utilization of the vessel. We intend to focus primarily on large modern vessels because we believe that the economies of scale and fuel savings of newly designed vessels are most appealing to our customers, the major liner companies. We believe our focus on owning modern, high quality containerships, chartered under long-term contracts with staggered maturities, will provide stability and predictability to our revenues and cash flows and minimize re-chartering risk. In addition, we are focused on providing charters to a diversified group of leading liner companies, which we believe will minimize our counterparty risk. Though there is no guarantee that we will be able to take advantage of opportunities to grow or generate the desired cash flows, we believe that our strategy will ensure the long-term stability of our distributions.

Upon the closing of this offering, we will own four containerships, of which three were built in 2013 and one in 2006. These containerships operate under long-term charters with Mediterranean Shipping Company, S.A., or “MSC”, affiliates of the Evergreen Marine Corporation Taiwan Ltd., or “Evergreen”, and Cosco Container Lines Co., Ltd., or “COSCO”. We will also have options to acquire an additional ten identified vessels and certain other rights under which we may acquire additional containerships with long-term charters from Costamare and, with respect to the JV vessels, York as described below. We believe that such options and rights will provide us with significant built-in growth opportunities. We may also grow through further acquisitions of containerships, not only from Costamare and York, but also from liner companies, shipyards and other shipowners. We believe that executing our growth strategy, while providing reliable service to our customers, will enable us to grow our distributions per unit. However, we cannot assure you that we will make any particular acquisition or that as a consequence we will successfully grow the amount of our per unit distributions. Among other things, our ability to acquire additional containerships will be dependent upon our ability to raise additional equity and debt financing.

Initial Fleet

Upon the closing of this offering, our initial fleet will consist of the following four vessels. As of September 30, 2014, these four vessels had an average age (weighted by TEU capacity) of approximately 3.3 years and an average remaining charter term (weighted by TEU capacity) of approximately 6.4 years:

Option Vessels

We will have the option to purchase from Costamare the Valence (and shares in the vessel-owning entity) within 12 months following the closing of this offering at fair market value as

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determined in accordance with the omnibus agreement, provided that Costamare may, at its option, replace the Valence with any of the three vessels that are sister ships to the Valence with the same specifications, including TEU capacity, which vessels were delivered in 2013 and are chartered to the same charterer, Evergreen, subject to the same daily charter rate and charter length as those applicable to the Valence (each such sister ship is hereinafter referred to as the “substitute vessel”). In addition, Costamare and York have a 36-month period after each such vessel’s acceptance by its charterer, in which they may offer us the right to purchase nine additional JV vessels (and shares in the vessel-owning entities) that Costamare and York jointly own, in each case at fair market value as determined in accordance with the omnibus agreement. Within 30 days of receiving such notice, our general partner must make an election on whether to purchase the relevant vessel. If Costamare and York do not reach an agreement to offer us such right during the 36-month period, we will have the right to purchase such vessels at the end of such 36-month period, provided that, at the end of the 36-month period, the relevant vessel is subject to a charter with a remaining term of five full years or more.

As of the date of this prospectus, we have not secured any financing in connection with the ten option vessels. Our ability to purchase these ten option 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 and may be dependent on the consent of existing lenders to Costamare and, as applicable, York with respect to these option vessels, as we may seek to transfer existing financing arrangements, including any financing leases, in connection with an acquisition. There are no assurances that we will purchase any of the option vessels. See “Risk Factors—Risk Inherent in Our Business—We may have difficulty obtaining consents that are necessary to acquire vessels with an existing charter or financing agreement”.

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Non-Compete Vessels

In addition to the initial fleet and the option vessels described above, we intend to leverage our relationship with Costamare to make additional accretive acquisitions of containerships with long-term charters. Upon the earliest date on which the purchase options are no longer exercisable, either as a result of the expiration of the last of the option periods described above (which may be as late as 2019 based on the expected delivery schedule) or our having made elections with respect to such options (the “Non-Compete Commencement Date”), the following non-competition provisions of the omnibus agreement will become applicable to Costamare, the JV Entities, York and us. Following the Non-Compete Commencement Date, Costamare and, as applicable, York have agreed to offer us the right to purchase any other containerships (and shares in the vessel-owning entities), including the JV vessels, with the following characteristics:

We refer to any such vessel (and shares in the vessel-owning entities) as a “non-compete vessel”. Costamare and, with respect to any JV vessel, the JV Entities and York have agreed to offer us the right to purchase such non-compete vessel at fair market value as determined in accordance with the omnibus agreement.

In the case of any vessel that constitutes a non-compete vessel as of the Non-Compete Commencement Date, Costamare and, with respect to any JV vessels, the applicable JV Entity and York, have agreed to notify our general partner and offer us, within 36 months following the Non-Compete Commencement Date or, if later, the date of delivery to and acceptance by the charterer, the right to purchase such vessel.

For all vessels that become non-compete vessels after the Non-Compete Commencement Date, Costamare and, with respect to any JV vessels, the applicable JV Entity and York, have agreed to notify our general partner and offer us the right to purchase such non-compete vessels within (1) 36 months after the delivery to and acceptance by the charterer in the case of any newbuild non-compete vessels or (2) 24 months after the consummation of the acquisition or the commencement of operations or charter in the case of any secondhand non-compete vessels.

Costamare and, with respect to any JV vessel, the applicable JV Entity and York will be subject to the requirements described above to provide notice and offer for purchase any non-compete vessel (whether the relevant vessel constitutes a non-compete vessel as of the Non-Compete Commencement Date or becomes a non-compete vessel after the Non-Compete Commencement Date) only if, at the time of such notice and offer, the relevant vessel constitutes a non-compete vessel. If at the end of any such 36-month period or 24-month period, as applicable, the relevant vessel constitutes a non- compete vessel, and Costamare and York have not previously notified and offered us the right to purchase such vessel, we will have the right to do so at the end of such 36-month period or 24-month period, as applicable. Under these provisions, if a vessel ceases to be a non-compete vessel before they are offered to us, that vessel will cease to be subject to these non-competition provisions.

Except as discussed elsewhere in this prospectus, this right to purchase non-compete vessels pursuant to the omnibus agreement will run from the Non-Compete Commencement Date through the entire term of the omnibus agreement. In addition, starting from the closing of this offering, we will have a right of first offer with regard to any proposed sale, transfer or other disposition of any non-compete vessels that Costamare wholly or jointly with York owns, as discussed elsewhere in this prospectus.

Our ability to acquire additional containerships, including option vessels and non-compete vessels, from Costamare and, as applicable, a JV Entity and York is subject to obtaining any

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applicable consents of governmental authorities and other non-affiliated third parties, including the relevant lenders and charterers. Under the omnibus agreement, Costamare and, as applicable, a JV Entity and York will be obligated to use commercially reasonable efforts to obtain any such consents and to indemnify us if such consents are not obtained. The fair market value to be paid for such vessels and other terms of the purchase will be subject to approval by the conflicts committee of the board of directors of the general partner. Our ability to exercise any right to acquire additional containerships 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—Agreements Governing the Transactions—Omnibus Agreement”.

Costamare Inc.

As of September 30, 2014, Costamare had a fleet of 67 containerships with a total capacity of approximately 445,000 TEU, including nine newbuilds on order, making it one of the largest public containership companies in the world, based on total TEU capacity. Costamare is controlled by members of the Konstantakopoulos family, which has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership.

Costamare Inc. was incorporated in the Republic of The Marshall Islands on April 21, 2008, under the Marshall Islands Business Corporations Act, for the purpose of completing a reorganization of 53 ship-owning companies then owned by our general partner’s chief executive officer and other members of the Konstantakopoulos family under a single corporate holding company. Costamare initially owned and operated drybulk carrier vessels, but in 1984 became the first Greek-owned company to enter the containership market, and, since 1992, it has focused exclusively on containerships. In November 2010, Costamare completed an initial public offering of its common stock in the United States, and its common stock began trading on the New York Stock Exchange under the ticker symbol “CMRE”.

In May 2013, Costamare entered into the Framework Agreement with York, a New York-based investment management firm, to jointly invest in equity for the acquisition of newbuild and secondhand container vessels. The Framework Agreement, which was amended and restated on October 1, 2014, is expected to be each party’s exclusive joint venture for the acquisition of vessels in the containership industry during the commitment period ending May 15, 2020 (unless terminated earlier in certain circumstances). As of September 30, 2014, the joint venture had executed transactions with capital expenditure commitments of approximately $979.8 million. As of the same date, Costamare and York had made equity payments of $178.4 million, which would decrease to $102.1 million, based on debt financing arrangements that are subject to final documentation. As part of the Framework Agreement, Costamare holds a minority stake in the existing JV vessels and expects to hold a stake of 25% to 75% in future JV vessels. Nine of our option vessels are JV vessels.

Our Relationship with Costamare Inc.

We believe that one of our principal strengths is our relationship with Costamare and its affiliates. We believe our relationship with Costamare will give us access to its relationships with leading liner 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 customers and expanding our fleet. As of September 30, 2014, Costamare’s fleet consisted of (i) 58 vessels in the water, aggregating approximately 330,000 TEU and (ii) nine newbuild vessels aggregating in excess of 115,000 TEU that are scheduled to be delivered through third quarter 2016, based on the current shipyard schedule. As of September 30, 2014, 13 of Costamare’s containerships, including nine newbuilds, had been acquired pursuant to the Framework Agreement with York by vessel-owning joint venture entities in which Costamare holds a minority equity interest.

The vessels in our initial fleet will be managed by Costamare’s affiliated manager, Costamare Shipping, which is controlled by Costamare’s chairman and chief executive officer, unless Costamare

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Shipping decides to delegate certain of its management services to an affiliated manager (such as Shanghai Costamare), V.Ships Greece or, subject to our consent, other third party managers. Costamare Shipping will also provide certain administrative and commercial management services to the Partnership. Costamare Shipping is a global operator that has successfully managed Costamare’s growing and diverse fleet for the past 40 years. Costamare Shipping utilizes both affiliated and unaffiliated managers for the technical management of vessels, which provides scale and flexibility to its operations. We believe that Costamare Shipping provides superior management services based on its market-specific experience and relationships, and we expect to rely on substantially the same management platform to manage our growing fleet. On January 7, 2013, Costamare Shipping entered into a Co-operation Agreement, or the “Co-operation Agreement”, with V.Ships Greece, a member of V.Group, to establish a ship management cell that, subject to limited exceptions, serves as the exclusive third-party manager of Costamare Shipping.

Upon completion of this offering, Costamare will own our 2.0% general partner interest, all of our incentive distribution rights and a  % limited partner interest in us, which consists of  common units and all of our subordinated units. As a result, Costamare will hold a majority of our total equity interests. Our general partner will manage our operations and day-to-day activities and Costamare will appoint all of the directors of the board of our general partner.

Market Opportunities

We believe there are a number of market factors that create a favorable backdrop for a growth oriented containership company:

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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”.

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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 31 of this prospectus.

These risks include, among other things, the following:

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

Our Predecessor had less than $1.0 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups

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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, among others:

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering 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. We have elected to opt out of the extended transition period for complying with new or revised accounting standards applicable to public companies until such standards are also applicable to private companies, which election is irrevocable.

Formation Transactions

General

We were formed on July 30, 2014 as a Marshall Islands limited partnership. We intend to own, operate and acquire containerships under long-term charters with terms of five full years or more, although the vessels in our initial fleet will have charters with remaining terms ranging from 3.5 years to 8.4 years, as of September 30, 2014. Prior to the closing of this offering, our partnership will not own any vessels. At the closing of this offering, Costamare will contribute to us a 100% interest in entities which own a 100% interest in the Cosco Beijing, the MSC Athens, the MSC Athos and the Value. Prior to this offering, we have been a wholly-owned subsidiary of Costamare, and our vessels have operated as part of Costamare’s larger fleet.

At or prior to the closing of this offering, the following transactions will occur:

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In addition, at or prior to the closing of this offering:

For further details on our agreements with Costamare and its affiliates, including amounts involved, see “Certain Relationships and Related Party Transactions”.

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The consideration for the 100% interests in the entities which own a 100% interest in the Cosco Beijing, the MSC Athens, the MSC Athos and the Value that will be contributed to us will be determined based on fair values; however, since Costamare and the Partnership are entities under common control, the consideration will be accounted for at historical carrying values. The amount of cash consideration will be calculated after deducting from the net proceeds of this offering and the borrowings under our new credit facility the amount that will be used for the debt prepayment and the amount that will remain as cash for general corporate purposes for the Partnership. The non-cash consideration to Costamare will be equal to the fair value of the net assets as adjusted for the fair value of the vessels that will be contributed to the Partnership less the cash consideration. The difference between the fair value of consideration issued to Costamare and the net assets to be received will be accounted for as an equity transaction in the financial statements of the Partnership.

Holding Company Structure

We are a holding entity and will conduct our operations and business through subsidiaries, as is common with publicly traded limited partnerships, to maximize operational flexibility. We believe that conducting our operations through a publicly traded limited partnership will offer us the following advantages:

Simplified Organizational and Ownership Structure After this Offering

The following table and diagram depict our simplified organizational and ownership structure, after giving effect to the offering and related transactions described above, assuming no exercise of the underwriters’ option to purchase additional common units:

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Our Management

Our partnership agreement provides that our general partner, Costamare Partners GP LLC, a Marshall Islands limited liability company, will manage our operations and day-to-day activities. The executive officers and two of the directors of Costamare Partners GP LLC also serve as executive officers or directors of Costamare, and another director of Costamare Partners GP LLC also serves as a key employee of an affiliate of Costamare. For more information about these individuals, see “Management—Directors and Executive Officers”.

Our unitholders will not be entitled to elect our general partner or its directors. Our general partner will not receive a management fee in connection with its management of our business, but it will be entitled to be reimbursed for all direct and indirect expenses incurred on our behalf. Our general partner will also be entitled to distributions on its general partner interest. Please read “Certain Relationships and Related Party Transactions” and “Management”.

Pursuant to the partnership management agreement, we and our subsidiaries will pay a per vessel management fee to Costamare Shipping in connection with the provision of certain administrative, commercial and technical management services to us. With respect to the provision of technical management of our vessels, Costamare Shipping, either directly or by delegating to another manager, which may be directed to enter into a direct ship management agreement with the relevant containership-owning subsidiary, will provide technical, crewing and provisioning services to our containerships pursuant to separate ship management agreements. Such ship management services have been provided under existing ship management agreements between Costamare Shipping and each of Costamare’s subsidiaries that own the vessels in our initial fleet, which agreements will remain in place after this offering. In connection with the offering, we expect to enter into an addendum for each of the existing ship management agreements for our initial fleet such that our operating subsidiaries will continue to be party to such agreements pursuant to the partnership management agreement. For the four vessels in our initial fleet, we expect that we and our subsidiaries will pay approximately $1.8 million in total under the partnership management agreement and the related ship management agreements for the twelve months ending December 31, 2015. For a more detailed description of these arrangements, see “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Partnership Management Agreement” and “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Ship Management Agreements”.

Although we will initially be managed by our general partner, which will act through its board of directors and officers, all of whom will be appointed by Costamare, our general partner will have the option to cause us instead to be managed by our own board of directors and officers. In that connection, the exercise of such option by our general partner will cause the common unitholders to permanently have the right to elect a majority of our directors. This option is exercisable at the sole discretion of our general partner, which is a wholly-owned subsidiary of Costamare. Our general partner may decide to exercise this right in order to permit us to claim, or continue to claim, an exemption under Section 883 of the Internal Revenue Code of 1986, or the “Code”, from U.S. federal income tax on U.S. Source International Transportation Income. However, there is no assurance that our general partner will exercise this right, and in its sole discretion, our general partner may decide not to exercise this right even if, as a result of such non-exercise, we would become subject to U.S. federal income tax on U.S. Source International Transportation Income. For 2014, we expect to qualify for the exemption under Section 883 of the Code on the basis of Costamare’s qualification under that section and its ownership and control of us, but we cannot assure you that we will continue to do so in the future. Please read “Business—Taxation of the Partnership—United States” for a discussion of material U.S. federal income tax consequences of our activities and the definition of “U.S. Source International Transportation Income”.

In addition, if our general partner exercises its right to delegate management of the partnership to a board of directors of the partnership, then, thereafter, if a majority of our directors ceases to consist of directors that were (1) appointed by our general partner and (2) recommended for

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election by a majority of our appointed directors, the non-competition provisions of the omnibus agreement applicable to Costamare and York would terminate immediately.

Principal Executive Offices and Internet Address; SEC Filing Requirements

We maintain our principal executive offices at 60 Zephyrou Street & Syngrou Avenue, 17564 Athens, Greece. Our telephone number at that address is +30-210-949-0050. 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.costamarepartners.com, which will be operational after this offering, 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

Costamare Partners GP LLC, our general partner, has 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”. However, because Costamare Partners GP LLC is owned by Costamare, the officers and directors of Costamare Partners GP LLC also have fiduciary duties to manage the business of Costamare Partners GP LLC in a manner beneficial to Costamare. In addition, the directors of Costamare Partners GP LLC are employed by an affiliate of Costamare and also provide director, executive officer or key employee services to Costamare or its affiliates. The officers of Costamare Partners GP LLC are also employed by an affiliate of Costamare and provide officer services to Costamare. As a result of these relationships, conflicts of interest may arise between us and our unaffiliated limited partners on the one hand, and Costamare 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:

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For a more detailed description of the conflicts of interest and fiduciary duties of our general partner, see “Conflicts of Interest and Fiduciary Duties”.

The board of directors of our general partner will have a conflicts committee composed of two directors who meet both NYSE and SEC independence 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). The board of directors of our general partner 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 Costamare 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 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 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 or the directors, officers or affiliates of our general partner, 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 or the directors, officers or affiliates of our general partner 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, Operating and Pro Forma Data

The following table presents, in each case for the periods and as of the dates indicated, summary historical financial and operating data of Costamare Partners LP Predecessor, which includes the subsidiaries of Costamare that have interests in the vessels in our initial fleet. The acquisition by which we will acquire the vessels in our initial fleet will be accounted for as a reorganization of entities under common control. The summary historical financial data of Costamare Partners LP Predecessor as of and for the years ended December 31, 2012 and 2013 have been derived from the audited combined carve-out financial statements of Costamare Partners LP Predecessor. The summary historical financial data of Costamare Partners LP Predecessor as of September 30, 2014, and for the nine months ended September 30, 2013 and 2014 have been derived from the unaudited interim combined carve-out financial statements of Costamare Partners LP Predecessor. The summary pro forma balance sheet data of Costamare Partners LP as of September 30, 2014 have been derived from the unaudited pro forma combined balance sheet of Costamare Partners LP. The financial statements of Costamare Partners LP Predecessor and the Partnership have been prepared in accordance with U.S. generally accepted accounting principles, or “U.S. GAAP” or “GAAP”, and are included elsewhere in this prospectus. Results for the nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.

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 carve-out financial statements of Costamare Partners LP Predecessor and the notes thereto, the unaudited interim combined carve-out financial statements of Costamare Partners LP Predecessor and the notes thereto, the unaudited pro forma combined balance sheet and the notes thereto and our forecasted results of operations for the twelve months ending December 31, 2015, in each case included elsewhere in this prospectus.

The results of operations for the nine month periods ended September 30, 2013 and September 30, 2014, and the year ended December 31, 2013 reflect operations of the MSC Athens, the MSC Athos and the Value from March 2013, April 2013 and June 2013, respectively, when they commenced operations under their respective charters. The Cosco Beijing has been in operation under its charter from June 2006.

Our financial position, 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 Costamare in the periods for which historical financial data are presented below, and such data may not be indicative of our future operating results or financial performance.

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