Yoda PLC Takes Significant Stake in Capital Product Partners L.P.

TL;DR

**Yoda PLC just bought a big chunk of Capital Product Partners, watch for potential shake-ups!**

AI Summary

Yoda PLC, a Cyprus-based entity, filed an SC 13D on January 3, 2024, disclosing its acquisition of common units in Capital Product Partners L.P. The filing was triggered by an event on December 27, 2023, indicating a significant ownership stake has been taken. This matters to investors because a new substantial shareholder, Yoda PLC, now has a voice in the company's future, potentially influencing strategic decisions or even leading to further acquisitions or divestitures.

Why It Matters

A new major shareholder, Yoda PLC, could influence Capital Product Partners L.P.'s strategic direction, potentially impacting its operations, dividend policy, or future M&A activities.

Risk Assessment

Risk Level: medium — The entry of a new significant shareholder introduces uncertainty regarding future corporate actions, which could be positive or negative for existing investors.

Analyst Insight

A smart investor would monitor future filings from Yoda PLC and Capital Product Partners L.P. for any indications of Yoda PLC's intentions, such as proposals for corporate changes or further share acquisitions/dispositions, and assess the potential impact on the company's valuation and strategic direction.

Key Players & Entities

• Yoda PLC (company) — the entity filing the SC 13D, acquiring shares
• Capital Product Partners L.P. (company) — the subject company whose securities were acquired
• Alon Bar (person) — authorized to receive notices for Yoda PLC
• December 27, 2023 (date) — date of the event requiring the filing
• January 3, 2024 (date) — date the SC 13D was filed

Forward-Looking Statements

• Yoda PLC may seek board representation or influence strategic decisions at Capital Product Partners L.P. (Yoda PLC) — medium confidence, target: Within 6-12 months
• Capital Product Partners L.P. stock price could see increased volatility due to the new significant shareholder. (Capital Product Partners L.P.) — medium confidence, target: Near-term (1-3 months)

FAQ

Key Financial Figures

• $160,000,000 — its for the aggregate purchase price of $160,000,000. The source of funds used for this tran
• $1,745,048.53 — tion for an aggregate purchase price of $1,745,048.53. The source of funds used for this tran

Filing Documents

• sc13d.htm (SC 13D) — 72KB
• exa.htm (EX-99.A) — 69KB
• exb.htm (EX-99.B) — 6KB
• 0001341004-24-000004.txt ( ) — 148KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the common units, representing limited partner interests (the "Common Units") of Capital Product Partners L.P. (the "Issuer"), a limited partnership organized under the laws of the Republic of the Marshall Islands, with principal executive offices at 3 Iassonos Street, Piraeus, 18537, Greece.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by Yoda PLC (the "Company") and Ioannis Papalekas (each a "Reporting Person" and collectively, the "Reporting Persons"). Ioannis Papalekas is the controlling shareholder of the Company and as such may be deemed to beneficially own the Common Units acquired by the Company, including such Common Units acquired pursuant to that certain unit purchase agreement (the "Unit Purchase Agreement") entered on December 27, 2023, between the Company and Capital Maritime & Trading Corp. ("Capital Maritime"), a corporation organized under the laws of the Republic of the Marshall Islands. A copy of the Unit Purchase Agreement is attached as Exhibit A hereto. The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a "group" under Section 13(d)(3) of the Securities Exchange Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit B hereto. (b) The principal business office and address of the Company is 48 Themistokli Dervi Avenue, Athienitis Centennial Building, 7th Floor, Suite 703, 1066 Nicosia, Cyprus. The Company's executive officers and directors, and their respective business addresses, are set forth in Annex A attached hereto. The principal address of Ioannis Papalekas is 10 Aphrodite Street, Flat 301, P.C. 1060, Nicosia, Cyprus. (c) The Company is a public limited liability company incorporated in Cyprus and listed on the Cyprus Stock Exchange. The principal business of the Company consists of the holding of investments and the provision of financing. The Company invests in a diversified portfolio in terms of geography, strategy and lifecycle. This includes, but is not limited to, investments in the areas of real estate, hospitality, technology, shipping and healthcare. The position

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On December 27, 2023, the Company acquired 10,000,000 Common Units for the aggregate purchase price of $160,000,000. The source of funds used for this transaction was working capital of the Company. From December 28, 2023 through January 2, 2024, the Company, through its wholly-owned subsidiary, Paparebecorp Limited, acquired 123,996 Common Units in an open-market transaction for an aggregate purchase price of $1,745,048.53. The source of funds used for this transaction was working capital of the Company. The information set forth in Item 4 and 6 of this Schedule 13D is hereby incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Reporting Persons acquired the Common Units of the Issuer for investment purposes as they believed that such Common Units represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, directly or through wholly owned subsidiaries, to acquire additional Common Units, dispose of some or all of the Common Units that it may own from time to time, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a)-(b) For information regarding beneficial ownership, see the information presented on the cover page of this Schedule 13D. Such information is based on 55,039,143 Common Units of the Issuer outstanding as of December 21, 2023, based on information publicly filed by the Issuer. The Common Units reported herein are directly held by the Company. Ioannis Papalekas, the controlling shareholder of the Company, may deemed to beneficially own the Common Units directly held by the Company. Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the Company) or the persons set forth on Annex A is the beneficial owner of the Common Units referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to their knowledge, any of the persons listed in Annex A hereto, has effected any transaction in Common Units during the past 60 days. (d) Except as set forth in this Schedule 13D, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated by reference in its entirety. Pursuant to the Unit Purchase Agreement, Capital Maritime assigned to the Company the registration rights provided for in Section 7.19 of the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated February 22, 2010 (as amended from time to time, the "Partnership Agreement") with respect to the 10,000,000 Common Units sold to the Company (the "Purchased Units"); provided that the Company shall be entitled only to one registration pursuant to Section 7.19(a) of the Partnership Agreement. In addition to such single registration pursuant to Section 7.19(a) of the Partnership Agreement, if Capital Maritime requests the Issuer to file a "Shelf Registration Statement" pursuant to and as defined in Section 3.2 of the Umbrella Agreement, dated November 13, 2023, by and among the Issuer, Capital Maritime and Capital GP L.L.C. (the "Umbrella Agreement"), the Company may request that it be included in such Shelf Registration Statement as a selling securityholder with respect to any of the Purchased Units then held by it, certificate (the "Certificate") pursuant to which it agreed to be bound and subject to the terms set forth in Section 7.19 of the Partnership Agreement. The Company also agreed that until the date that is six months from the date of the Certificate, it shall not offer, sell, pledge, deliver of otherwise transfer any Common Units except (a) pursuant to a registration statement that has become effective under the Securities Act of 1933, as amended (the "Securiti

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit A Unit Purchase Agreement, dated as of December 27, 2023, by and among the Capital Maritime and the Company. Exhibit B Agreement Regarding the Joint Filing of Schedule 13D, dated as of January 3, 2024, by and among the Reporting Persons. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 3, 2024 YODA PLC By: /s/ Alon Bar Name: Alon Bar Title: Chief Executive Officer IOANNIS PAPALEKAS /s/ Ioannis Papalekas Annex A The following table lists the directors and executive officers of Yoda PLC. Name Principal Occupation or Employment Principal Business Address Citizenship Alon Bar Director, Chief Executive Officer of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Israel Achilleas Dorotheou Director, Head of Hospitality and Development of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Cyprus Marios Alexandrou Director, Head of Operations and Compliance of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Cyprus Stavros Ioannou Director, Chief Financial Officer of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Cyprus

View Full Filing

View this SC 13D filing on SEC EDGAR