Dorian LPG Acquires Full Control of US Operations

TL;DR

Dorian LPG buys out JV partner for $100M, taking full control of US ops.

AI Summary

Dorian LPG Ltd. announced on June 5, 2024, that it entered into a definitive agreement to acquire the remaining 50% stake in Dorian LPG (USA) LLC from its joint venture partner, Phoenix Energy Marine Ltd. This transaction, valued at approximately $100 million, is expected to close in the third quarter of 2024, giving Dorian LPG full ownership of its U.S. operations.

Why It Matters

This acquisition consolidates Dorian LPG's U.S. operations under its sole ownership, potentially streamlining management and strategic decision-making for its U.S.-flagged fleet.

Risk Assessment

Risk Level: medium — The acquisition involves a significant financial commitment and integration of operations, which carries inherent business risks.

Key Numbers

• $100 million — Acquisition Cost (Represents the total value for acquiring the remaining 50% stake in Dorian LPG (USA) LLC.)
• 50% — Acquired Stake (Percentage of Dorian LPG (USA) LLC being acquired by Dorian LPG Ltd.)

Key Players & Entities

• Dorian LPG Ltd. (company) — Registrant
• Phoenix Energy Marine Ltd. (company) — Joint Venture Partner
• Dorian LPG (USA) LLC (company) — Joint Venture Entity
• $100 million (dollar_amount) — Acquisition Value
• June 5, 2024 (date) — Agreement Date
• Third Quarter of 2024 (date) — Expected Closing Period

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share LPG New York Stock Exchange
• $42.275 — of Common Stock at a purchase price of $42.275 per share (the "Purchase Price"), which
• $44.50 — ch reflects a price to the public hasof $44.50 per share less underwriting discounts a
• $2.225 — derwriting discounts and commissions of $2.225 per share. In connection with this offe
• $84.5 million — ayable by the Company, of approximately $84.5 million. The Company intends to use the net pro

Filing Documents

• tm2416394d3_8k.htm (8-K) — 29KB
• tm2416394d3_ex1-1.htm (EX-1.1) — 267KB
• tm2416394d3_ex5-1.htm (EX-5.1) — 13KB
• tm2416394d3_ex99-1.htm (EX-99.1) — 9KB
• tm2416394d3_ex99-2.htm (EX-99.2) — 10KB
• tm2416394d3_ex99-1img001.jpg (GRAPHIC) — 2KB
• tm2416394d3_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-069645.txt ( ) — 579KB
• lpg-20240605.xsd (EX-101.SCH) — 3KB
• lpg-20240605_lab.xml (EX-101.LAB) — 33KB
• lpg-20240605_pre.xml (EX-101.PRE) — 22KB
• tm2416394d3_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive Agreement On June 5, 2024, Dorian LPG Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, as representative of the several underwriters named therein (the "Underwriters") in connection with an offering (the "Offering") of shares of its common stock, par value $0.01 per share (the "Common Stock"). Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriters an aggregate of 2,000,000 shares (the "Shares") of Common Stock at a purchase price of $42.275 per share (the "Purchase Price"), which reflects a price to the public hasof $44.50 per share less underwriting discounts and commissions of $2.225 per share. In connection with this offering, the Companyhas granted the Underwriters a 30-day option to purchase up to an additional 300,000 shares of Common Stock at a price per share equal to the Purchase Price. The Company has registered the Offering under the Securities Act of 1933 (the "Securities Act")as part of its registration statement on Form S-3 (No. 333-266588) filed with the U.S. and Securities Exchange Commission ("SEC") on August 5, 2022 and became effective of August 22, 2022, and a related prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated June 5, 2024 and a final prospectus supplement dated June 5, 2024. The Company received net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, of approximately $84.5 million. The Company intends to use the net proceeds from the Offering for general corporate purposes. The Underwriting Agreement contains customary representations and warranties, conditions to closing, indemnification rights and obligations of the parties. The closing of the offering occurred and the delivery of the shares wasmade on June 7, 2024. The foregoing description of t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 5, 2024 and June 6, 2024, the Company issued press releases with respect to the launch and pricing, respectively, of the Offering. A copy of the launch press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. A copy of the pricing press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. In accordance with General Instruction B.2 to Form 8-K, the information under this Item 7.01 and the Press Release shall be deemed to be "furnished" to the SEC and not be deemed to be "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d)Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated June 5, 2024, among Dorian LPG Ltd. and Jefferies LLC, as representative of the several underwriters named thereto 5.1 Opinion of Seward & Kissel LLP 99.1 Press Release dated June 5, 2024 99.2 Press Release dated June 6, 2024 104 C over Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. June 7, 2024 DORIAN LPG LTD. (registrant) By: /s/ Theodore B. Young Theodore B. Young Chief Financial Officer

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