GasLog Partners LP (GLOP) 2015年年度報告「NYSE」.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM20-F(Mark One)?REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR(g)OF THE SECURITIES EXCHANGE ACT OF 1934?ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCALYEAR ENDED DECEMBER 31,2

2、015?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934?SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934GasLog Partners LP(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name

3、 into English)Republic of the Marshall Islands(Jurisdiction of incorporation or organization)c/o GasLog Monaco S.A.M.Gildo Pastor Center7 Rue du GabianMC 98000,Monaco(Address of principal executive offices)Nicola Lloyd,General Counselc/o GasLog Monaco S.A.M.Gildo Pastor Center7 Rue du GabianMC 98000

4、,MonacoTelephone:+377 97 97 51 15 Facsimile:+377 97 97 51 24(Name,Telephone,Facsimile number and Address of Registrant contact person)SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:Title of Each ClassName of Each Exchange on Which RegisteredCommon Units representing li

5、mited partner interestsNew York Stock ExchangeSECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:NoneSECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)OFTHE ACT:NoneIndicate the number of outstanding shares of each of the issuers classes of capital or common stock

6、as of theclose of the period covered by the annual report.As of December 31,2015,there were 21,822,358 Partnership common units outstanding.Indicate by check mark if the Company is a well-known seasoned issuer,as defined in Rule 405 of theSecurities Act.Yes?No?If this report is an annual or transiti

7、on report,indicate by check mark if the Company is not required to filereports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes?No?Indicate by check mark whether the Company(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of

8、1934 during the preceding 12 months(or for such shorter period that the registrantwas required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes?No?Indicate by check mark whether the Company has submitted electronically and posted on its corporate Webs

9、ite,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Company wasrequired to submit and post such files).Yes?No?Indicate by check mark whether the Co

10、mpany is a large accelerated filer,an accelerated filer,or a non-accelerated filer.See definition of“accelerated filer and large accelerated filer”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer?Accelerated filer?Non-accelerated filer?Indicate by check mark which basis of accou

11、nting the Company has used to prepare the financial statementsincluded in this filing.U.S.GAAP?International Financial Reporting Standards as issuedby the International Accounting Standards Board?Other?If“Other”has been checked in response to the previous question,indicate by check mark which financ

12、ialstatement item the Company has elected to follow.Item 17?Item 18?If this is an annual report,indicate by check mark whether the Company is a shell company(as defined inRule 12b-2 of the Exchange Act).Yes?No?TABLE OF CONTENTSPageABOUT THIS REPORTiiFORWARD-LOOKING STATEMENTSiiPART I1ITEM 1.IDENTITY

13、 OF DIRECTORS,SENIOR MANAGEMENT ANDADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE PARTNERSHIP43ITEM 4.A.UNRESOLVED STAFF COMMENTS62ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS62ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES86ITEM 7.M

14、AJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS93ITEM 8.FINANCIAL INFORMATION104ITEM 9.THE OFFER AND LISTING107ITEM 10.ADDITIONAL INFORMATION107ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK115ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITYSECURITIES117PART II118ITEM 13.DEFAUL

15、TS,DIVIDEND ARREARAGES AND DELINQUENCIES118ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF PROCEEDS118ITEM 15.CONTROLS AND PROCEDURES118ITEM 16.RESERVED120ITEM 16.A.AUDIT COMMITTEE FINANCIAL EXPERT120ITEM 16.B.CODE OF ETHICS120ITEM 16.C.PRINCIPAL ACCOUNTANT FEES AND SERVIC

16、ES120ITEM 16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDITCOMMITTEES121ITEM 16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER ANDAFFILIATED PURCHASERS121ITEM 16.F.CHANGE IN PARTNERSHIPS CERTIFYING ACCOUNTANT121ITEM 16.G.CORPORATE GOVERNANCE121ITEM 16.H.MINE SAFETY DISCLOSURE122PART III123ITEM 17

17、.FINANCIAL STATEMENTS123ITEM 18.FINANCIAL STATEMENTS123ITEM 19.EXHIBITS123INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTSF-1iABOUT THIS REPORTIn this annual report,unless otherwise indicated:“GasLog Partners”,the“Partnership”,“we”,“our”,“us”or similar terms refer to GasLogPartners LP or any

18、one or more of its subsidiaries,or to all such entities unless the contextotherwise indicates;“GasLog”,depending on the context,refers to GasLog Ltd.and to any one or more of itsdirect and indirect subsidiaries,other than GasLog Partners;“our general partner”refers to GasLog Partners GP LLC,the gene

19、ral partner of GasLogPartners and a wholly owned subsidiary of GasLog;“GasLog LNG Services”refers to GasLog LNG Services Ltd.a wholly owned subsidiary ofGasLog;“GasLog Carriers”refers to GasLog Carriers Ltd.;“GasLog Partners Holdings”refers to GasLog Partners Holdings LLC;“Ceres Shipping”refers to C

20、eres Shipping Ltd.;“BG Group”refers to BG Group plc;“MSL”refers to Methane Services Limited,asubsidiary of BG Group,the acquisition of which by Royal Dutch Shell plc was approved inshareholder meetings held on January 27 and 28,2016;“Samsung”refers to Samsung HeavyIndustries Co.Ltd.;“Hyundai”refers

21、to Hyundai Heavy Industries Co.,Ltd.;and“Shell”refers to Royal Dutch Shell plc,or,in each case,any one or more of their subsidiaries or tosuch entities collectively;“LNG”refers to liquefied natural gas;“dollars”and“$”refer to,and amounts are presented in,U.S.dollars;and“cbm”refers to cubic meters.FO

22、RWARD-LOOKING STATEMENTSAll statements in this annual report that are not statements of historical fact are“forward-looking statements”within the meaning of the U.S.Private Securities Litigation Reform Act of 1995.Forward-looking statements include statements that address activities,events or develo

23、pments thatthe Partnership expects,projects,believes or anticipates will or may occur in the future,particularlyin relation to our operations,cash flows,financial position,liquidity and cash available for dividendsor distributions,plans,strategies,business prospects and changes and trends in our bus

24、iness and themarkets in which we operate.In some cases,predictive,future-tense or forward-looking words suchas“believe”,“intend”,“anticipate”,“estimate”,“project”,“forecast”,“plan”,“potential”,“may”,“should”,“could”and“expect”and similar expressions are intended to identify forward-lookingstatements

25、,but are not the exclusive means of identifying such statements.In addition,we and ourrepresentatives may from time to time make other oral or written statements which are forward-looking statements,including in our periodic reports that we file with the Securities and ExchangeCommission,or the“SEC”

26、,other information sent to our security holders,and other writtenmaterials.We caution that these forward-looking statements represent our estimates and assumptionsonly as of the date of this annual report or the date on which such oral or written statements aremade,as applicable,about factors that a

27、re beyond our ability to control or predict,and are notintended to give any assurance as to future results.Any of these factors or a combination of thesefactors could materially affect future results of operations and the ultimate accuracy of theforward-looking statements.Accordingly,you should not

28、unduly rely on any forward-lookingstatements.Factors that might cause future results and outcomes to differ include,but are not limited to,the following:general LNG shipping market conditions and trends,including spot and long-term charterrates,ship values,factors affecting supply and demand of LNG

29、and LNG shipping,technological advancements and opportunities for the profitable operations of LNG carriers;ii our ability to leverage GasLogs relationships and reputation in the shipping industry;our ability to enter into time charters with new and existing customers;changes in the ownership of our

30、 charterers;our customers performance of their obligations under our time charters and other contracts;our future operating performance,financial condition,liquidity and cash available fordividends and distributions;our ability to purchase vessels from GasLog in the future;our ability to obtain fina

31、ncing to fund capital expenditures,acquisitions and other corporateactivities,funding by banks of their financial commitments,funding by GasLog of the SponsorCredit Facility(as defined below)and our ability to meet our restrictive covenants and otherobligations under our credit facilities;future,pen

32、ding or recent acquisitions of ships or other assets,business strategy,areas ofpossible expansion and expected capital spending or operating expenses;our expectations about the time that it may take to construct and deliver newbuildings andthe useful lives of our ships;number of off-hire days,drydoc

33、king requirements and insurance costs;fluctuations in currencies and interest rates;our ability to maintain long-term relationships with major energy companies;our ability to maximize the use of our ships,including the re-employment or disposal of shipsno longer under time charter commitments,includ

34、ing the risk that our vessels may no longerhave the latest technology at such time;environmental and regulatory conditions,including changes in laws and regulations or actionstaken by regulatory authorities;the expected cost of,and our ability to comply with,governmental regulations and maritimeself

35、-regulatory organization standards,requirements imposed by classification societies,andstandards imposed by our charterers applicable to our business;risks inherent in ship operation,including the discharge of pollutants;GasLogs ability to retain key employees and provide services to us,and the avai

36、lability ofskilled labor,ship crews and management;potential disruption of shipping routes due to accidents,political events,piracy or acts byterrorists;potential liability from future litigation;our business strategy and other plans and objectives for future operations;any malfunction or disruption

37、 of information technology systems and networks that ouroperations rely on or any impact of a possible cybersecurity breach;and other factors discussed in“Item 3.Key InformationD.Risk Factors”of this annual report.We undertake no obligation to update or revise any forward-looking statements containe

38、d inthis annual report,whether as a result of new information,future events,a change in our views orexpectations or otherwise.New factors emerge from time to time,and it is not possible for us topredict all of these factors.Further,we cannot assess the impact of each such factor on our businessor th

39、e extent to which any factor,or combination of factors,may cause actual results to bematerially different from those contained in any forward-looking statement.iiiPART IITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot applica

40、ble.ITEM 3.KEY INFORMATIONA.Selected Financial DataThis information should be read together with,and is qualified in its entirety by,our combinedand consolidated financial statements and the notes thereto included in“Item 18.FinancialStatements”.You should also read“Item 5.Operating and Financial Re

41、view and Prospects”.Certain numerical figures included in the below tables have been rounded.Discrepancies intables between totals and the sums of the amounts listed may occur due to such rounding.A.1.IFRS Common Control Reported ResultsThe following table presents,in each case for the periods and a

42、s of the dates indicated,selectedhistorical financial and operating data.The selected historical financial data as of December 31,2014and 2015 and for each of the years in the three year period ended December 31,2015 has beenderived from our audited combined and consolidated financial statements inc

43、luded in“Item 18.Financial Statements”.The historical financial data as of December 31,2013 and 2012 and for theyear ended December 31,2012 is a summary of and is derived from our audited combined andconsolidated financial statements which are not included in this report.The financial statements hav

44、ebeen prepared in accordance with International Financial Reporting Standards,or“IFRS”,as issuedby the International Accounting Standards Board,or the“IASB”.Prior to the closing of our initial public offering,or“IPO”,we did not own any vessels.Thefollowing presentation assumes that our business was

45、operated as a separate entity prior to itsinception.For the periods prior to the closing of the IPO,our financial position,results ofoperations and cash flows reflected in our financial statements include all expenses allocable to ourbusiness,but may not be indicative of those that would have been i

46、ncurred had we operated as aseparate public entity for all years presented or of future results.The annual combined andconsolidated financial statements and our historical financial and operating data under“IFRSCommon Control Reported Results”include the accounts of the Partnership and its subsidiar

47、iesassuming that they are consolidated from the date of their incorporation by GasLog,as they wereunder the common control of GasLog.The transfer of the three initial vessels from GasLog to thePartnership at the time of the IPO,the transfer of two vessels from GasLog to the Partnership inSeptember 2

48、014 and the transfer of three vessels from GasLog to the Partnership in July 2015 wereeach accounted for as a reorganization of entities under common control under IFRS.12012201320142015Year Ended December 31,(in thousands of U.S.dollars)STATEMENT OF PROFIT OR LOSSRevenues.$64,143$158,170$199,689Ves

49、sel operating costs.(12,311)(30,752)(42,788)Voyage expenses and commissions.(786)(2,028)(2,442)Depreciation.(12,238)(33,931)(44,253)General and administrative expenses.(30)(1,525)(6,382)(10,986)(Loss)/profit from operations.(30)37,28385,07799,220Financial costs.(1)(12,133)(33,393)(27,202)Financial i

50、ncome.110324026(Loss)/gain on interest rate swaps.(940)1,036(8,078)Total other expenses,net.(831)(11,065)(41,431)(27,176)(Loss)/profit for the year.$(861)$26,218$43,646$72,044(Loss)/profit attributable to GasLogsoperations(1).$(861)$26,218$29,102$7,004Partnerships profit(1).$14,544$65,040EARNINGS PE

51、R UNIT ATTRIBUTABLETO THE PARTNERSHIP(2)Common units.$0.75$2.38Subordinated units.$0.56$1.85General partner units.$0.66$2.282012201320142015As of December 31,(in thousands of U.S.dollars)STATEMENT OF FINANCIAL POSITIONDATACash and cash equivalents.$2$14,404$47,242$60,402Short-term investments.21,700

52、Vessels.562,5311,311,8571,274,734Vessels under construction.118,482Total assets.128,765581,7701,388,1641,347,170Borrowingscurrent portion.22,07521,000325,768Borrowingsnon-current portion.363,917775,537415,723Total equity.106,629156,169554,304578,177NUMBER OF UNITS OUTSTANDINGGeneral Partner units.49

53、2,750645,811Common units.14,322,35821,822,358Subordinated units.9,822,3589,822,3582012201320142015Year Ended December 31,(in thousands of U.S.dollars)CASH FLOW DATANet cash(used in)/provided by operatingactivities.$(110)$32,159$109,598$113,230Net cash provided by/(used in)investingactivities.110(454

54、,263)(807,766)14,592Net cash provided by/(used in)financingactivities.436,506731,005(114,662)22012201320142015Year Ended December 31,FLEET DATA*Number of LNG carriers at end of period.388Average number of LNG carriers during period2.36.18Average age of LNG carriers(years).0.765.76.7Total calendar da

55、ys of fleet for the period.8332,2302,920Total operating days of fleet for the period(3).8332,2222,855*The Fleet Data above is calculated consistent with our IFRS Common Control Reported Results.2012201320142015Year Ended December 31,(in thousands of U.S.dollars)OTHER FINANCIAL DATAEBITDA(4).$(30)$49

56、,521$119,008$143,473Adjusted EBITDA(4).(42)49,559118,875143,523Capital expenditures:Payment for vessels and vessel additions.452,792787,6017,142Distributable cash flow(4).N/AN/A27,11872,310Cash distributions declared.N/A9,80021,219(5)51,192(6)Cash distributions paid.N/A23,169(5)59,042(6)A.2.Partners

57、hip Performance ResultsThe financial and operating data below exclude amounts related to vessels currently owned bythe Partnership for the periods prior to their respective transfer to GasLog Partners from GasLog,as the Partnership was not entitled to the cash or results generated in the periods pri

58、or to suchtransfers.The Partnership Performance Results are non-GAAP financial measures that thePartnership believes provide meaningful supplemental information to both management and investorsregarding the financial and operating performance of the Partnership because such presentation isconsistent

59、 with the calculation of the quarterly distribution and the earnings per unit,which similarlyexclude the results of vessels prior to their transfer to the Partnership.2012201320142015Year Ended December 31,(in thousands of U.S.dollars)PARTNERSHIP PERFORMANCESTATEMENT OF PROFIT OR LOSSRevenues(4).$65

60、,931$168,927Vessel operating costs(4).(12,226)(33,656)Voyage expenses and commissions(4).(817)(2,102)Depreciation(4).(13,352)(35,981)General and administrative expenses(4).(4,591)(10,383)Profit from operations(4).34,94586,805Financial costs(4).(15,206)(21,789)Financial income(4).2324Loss on interest

61、 rate swaps(4).(5,218)Total other expenses,net(4).(20,401)(21,765)Partnerships profit(1)(4).$14,544$65,04032012201320142015Year Ended December 31,PARTNERSHIP PERFORMANCE FLEETDATA*Number of LNG carriers at end of period.58Average number of LNG carriers during period2.46.5Average age of LNG carriers(

62、years).4.56.7Total calendar days of fleet for the period.8852,377Total operating days of fleet for the period(3).8852,377*The Partnership Performance Fleet Data above is calculated consistent with our Partnership Performance Results.2012201320142015Year Ended December 31,(in thousands of U.S.dollars

63、)OTHER PARTNERSHIP PERFORMANCEFINANCIAL DATAEBITDA(4).$48,297$122,786Adjusted EBITDA(4).48,156122,842Distributable cash flow(4).27,11872,310Cash distributions declared.13,369(7)51,192(8)Cash distributions paid.13,369(7)51,192(8)(1)See Note 19 to our audited combined and consolidated financial statem

64、ents included elsewhere in this annual report.(2)As disclosed in Note 1 to our audited combined and consolidated financial statements,on May 12,2014,the Partnershipcompleted its IPO and issued 9,822,358 common units,9,822,358 subordinated units and 400,913 general partner units.OnSeptember 29,2014,t

65、he Partnership completed a follow-on public offering of 4,500,000 common units.In connection withthe offering,the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its2.0%general partner interest.On June 26,2015,the Partnership completed a follow-on

66、 public offering of 7,500,000common units.In connection with this offering,the Partnership issued 153,061 general partner units to its general partnerin order for GasLog to retain its 2.0%general partner interest.Earnings per unit is presented for the periods in which theunits were outstanding.(3)Th

67、e operating days for our fleet are the total number of days in a given period that the vessels were in our possession lessthe total number of days off-hire not recoverable from the insurers.We define days off-hire as days lost to,among otherthings,operational deficiencies,drydocking for repairs,main

68、tenance or inspection,equipment breakdowns,special surveysand vessel upgrades,delays due to accidents,crew strikes,certain vessel detentions or similar problems,our failure tomaintain the vessel in compliance with its specifications and contractual standards or to provide the required crew,orperiods

69、 of commercial waiting time during which we do not earn charter hire.(4)Non-GAAP Financial MeasuresPartnership Performance Results.As described above,our IFRS Common Control Reported Results are derived from thecombined and consolidated financial statements of the Partnership.Our Partnership Perform

70、ance Results presented below are non-GAAP measures and exclude amounts related to GAS-three Ltd.,GAS-four Ltd.and GAS-five Ltd.(the owners of the GasLog Shanghai,the GasLog Santiago and the GasLogSydney,respectively)for the period prior to the closing of the IPO,GAS-sixteen Ltd.and GAS-seventeen Ltd

71、.(theowners of the Methane Rita Andrea and the Methane Jane Elizabeth,respectively)for the period prior to their transfer tothe Partnership on September 29,2014 and the amounts related to GAS-nineteen Ltd.,GAS-twenty Ltd.and GAS-twentyone Ltd.(the owners of the Methane Alison Victoria,the Methane Sh

72、irley Elisabeth and the Methane Heather Sally,respectively)for the period prior to their transfer to the Partnership on July 1,2015.While such amounts are reflected inthe Partnerships reported financial statements because the transfers to the Partnership were accounted for as areorganization of enti

73、ties under common control under IFRS,(i)GAS-three Ltd.,GAS-four Ltd.and GAS-five Ltd.werenot owned by the Partnership prior to the closing of the IPO,(ii)GAS-sixteen Ltd.and GAS-seventeen Ltd.were notowned by the Partnership prior to their transfer to the Partnership in September 2014 and(iii)GAS-ni

74、neteen Ltd.,GAS-twenty Ltd.and GAS-twenty one Ltd.were not owned by the Partnership prior to their transfer to the Partnership in July2015,and accordingly the Partnership was not entitled to the cash or results generated in the period prior to suchtransfers.The Partnership Performance Results are no

75、n-GAAP financial measures.GasLog Partners believes that these financialmeasures provide meaningful supplemental information to both management and investors regarding the financial andoperating performance of the Partnership because such presentation is consistent with the calculation of the quarter

76、lydistribution and the earnings per unit,which similarly exclude the results of vessels prior to their transfer to thePartnership.These non-GAAP financial measures should not be viewed in isolation or as substitutes to the equivalent4GAAP measures presented in accordance with IFRS,but should be used

77、 in conjunction with the most directly comparableIFRS Common Control Reported Results.For the years ended December 31,2012 and 2013,prior to the Partnerships incorporation,no results were attributable tothe Partnership.Reconciliation of Partnership Performance Results to IFRS Common Control Reported

78、 Results in our FinancialStatements:Resultsattributableto GasLogPartnershipPerformanceResultsIFRSCommonControlReportedResultsResultsattributableto GasLogPartnershipPerformanceResultsIFRSCommonControlReportedResultsYear Ended December 31,2014Year Ended December 31,2015(in thousands of U.S.dollars)STA

79、TEMENT OF PROFIT OR LOSSRevenues.$92,239$65,931$158,170$30,762$168,927$199,689Vessel operating costs.(18,526)(12,226)(30,752)(9,132)(33,656)(42,788)Voyage expenses and commissions.(1,211)(817)(2,028)(340)(2,102)(2,442)Depreciation.(20,579)(13,352)(33,931)(8,272)(35,981)(44,253)General and administra

80、tive expenses.(1,791)(4,591)(6,382)(603)(10,383)(10,986)Profit from operations.50,13234,94585,07712,41586,80599,220Financial costs.(18,187)(15,206)(33,393)(5,413)(21,789)(27,202)Financial income.17234022426Loss on interest rate swaps.(2,860)(5,218)(8,078)Total other expense.(21,030)(20,401)(41,431)(

81、5,411)(21,765)(27,176)Profit for the year.$29,102$14,544$43,646$7,004$65,040$72,044EBITDA and Adjusted EBITDA.We define EBITDA as earnings before interest income and expense,gain/loss on interestrate swaps,taxes,depreciation and amortization.Adjusted EBITDA is defined as EBITDA before foreign exchan

82、ge gains/losses.EBITDA and Adjusted EBITDA which are non-GAAP financial measures,are used as supplemental financialmeasures by management and external users of financial statements,such as our investors,to assess our operatingperformance.The Partnership believes that these non-GAAP financial measure

83、s assist our management and investors byincreasing the comparability of our performance from period to period.The Partnership believes that including EBITDAand Adjusted EBITDA assist our management and investors in(i)understanding and analyzing the results of our operatingand business performance,(i

84、i)selecting between investing in us and other investment alternatives and(iii)monitoring ourongoing financial and operational strength in assessing whether to continue to hold our common units.This increasedcomparability is achieved by excluding the potentially disparate effects between periods of,i

85、n the case of EBITDA andAdjusted EBITDA,interest,gains/losses on interest rate swaps,taxes,depreciation and amortization,and in the case ofAdjusted EBITDA,foreign exchange gains/losses,which items are affected by various and possibly changing financingmethods,capital structure and historical cost ba

86、sis and which items may significantly affect results of operations betweenperiods.EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered alternatives to,or assubstitutes for,or superior to profit/(loss),profit/(loss)from operations,earnings per unit or any other

87、 measure of operatingperformance presented in accordance with IFRS.Some of these limitations include the fact that they do not reflect(i)ourcash expenditures or future requirements for capital expenditures or contractual commitments,(ii)changes in,or cashrequirements for our working capital needs an

88、d(iii)the significant interest expense,or the cash requirements necessary toservice interest or principal payments,on our debt.Although depreciation and amortization are non-cash charges,the assetsbeing depreciated and amortized will often have to be replaced in the future,and EBITDA and Adjusted EB

89、ITDA do notreflect any cash requirements for such replacements.EBITDA and Adjusted EBITDA exclude some,but not all,items that affect profit/(loss)and these measures may varyamong other companies.Therefore,EBITDA and Adjusted EBITDA as presented below may not be comparable tosimilarly titled measures

90、 of other companies.The following tables reconcile EBITDA and Adjusted EBITDA to profit/(loss),the most directly comparable IFRS financial measure,for the periods presented.EBITDA and Adjusted EBITDA are presented on the basis of IFRS Common Control Reported Results and PartnershipPerformance Result

91、s.Partnership Performance Results are non-GAAP measures.The difference between IFRS CommonControl Reported Results and Partnership Performance Results are results attributable to GasLog as set out in thereconciliation above.5Reconciliation of EBITDA and Adjusted EBITDA to Profit:20122013201420152012

92、201320142015IFRS Common Control Reported ResultsYear ended December 31,Partnership Performance ResultsYear ended December 31,(in thousands of U.S.dollars)(Loss)/Profit for the year.$(861)$26,218$43,646$72,044$14,544$65,040Financial income.(110)(32)(40)(26)(23)(24)Financial costs.112,13333,39327,2021

93、5,20621,789Loss/(gain)on interest rate swaps.940(1,036)8,0785,218Depreciation.12,23833,93144,25313,35235,981EBITDA.(30)49,521119,008143,47348,297122,786Foreign exchange(gains)/losses.(12)38(133)50(141)56Adjusted EBITDA.$(42)$49,559$118,875$143,523$48,156$122,842Distributable cash flow.Distributable

94、cash flow means Adjusted EBITDA(Partnership Performance Results),afterconsidering cash interest expense for the period,including realized loss on interest rate swaps and excluding amortization ofloan fees,estimated drydocking and replacement capital reserves established by the Partnership.Estimated

95、drydocking andreplacement capital reserves represent capital expenditures required to renew and maintain over the long-term the operatingcapacity of,or the revenue generated by our capital assets.Distributable cash flow,which is a non-GAAP financialmeasure,is a quantitative standard used by investor

96、s in publicly-traded partnerships to assess their ability to make quarterlycash distributions.Our calculation of Distributable cash flow may not be comparable to that reported by other companies.Distributable cash flow has limitations as an analytical tool and should not be considered as an alternat

97、ive to,or substitutefor,or superior to profit/(loss),profit/(loss)from operations,earnings per units or any other measure of operatingperformance presented in accordance with IFRS.The table below reconciles Distributable cash flow and Cash distributions declared to Adjusted EBITDA(PartnershipPerform

98、ance Results).Reconciliation of Distributable Cash Flow to Profit:20142015PartnershipPerformance ResultsYear endedDecember 31,(in thousands ofU.S.dollars)Adjusted EBITDA(Partnership Performance Results)*.$48,156$122,842Cash interest expense including realized loss on swaps and excluding amortization

99、 of loan fees.(9,912)(19,484)Drydocking capital reserve.(2,621)(8,338)Replacement capital reserve.(8,505)(22,710)Distributable cash flow.27,11872,310Other reserves*.(3,032)(16,123)Cash distributions*.$24,086$56,187*See table above for reconciliation of Adjusted EBITDA(Partnership Performance Results

100、)to Profit for the year.*Refers to reserves(other than the drydocking and replacement capital reserves)which have been established for theproper conduct of the business of the Partnership and its subsidiaries(including reserves for future capitalexpenditures and for anticipated future credit needs o

101、f the Partnership and its subsidiaries).*Refers to cash distributions made since the Partnerships IPO.It excludes payments of dividends due to GasLogbefore vessels drop-down to the Partnership.(5)Does not reflect a distribution of$10.72 million declared in January 2015 in respect of the fourth quart

102、er of 2014.Cashdistribution paid includes$9.80 million dividend due to GasLog which was declared in 2013 and excludes$7.85 milliondividend due to GasLog which was declared in 2014,in both cases prior to the contribution of the relevant vessels to thePartnership.(6)Does not reflect a distribution of$

103、15.71 million declared in January 2016 in respect of the fourth quarter of 2015.Cashdistribution paid includes$7.85 million dividend due to GasLog which was declared in 2014 prior to the contribution of therelevant vessels to the Partnership.(7)Does not reflect a distribution of$10.72 million declar

104、ed in January 2015 and paid in February 2015,in respect of thefourth quarter of 2014.(8)Does not reflect a distribution of$15.71 million declared in January 2016 and paid in February 2016,in respect of thefourth quarter of 2015.6B.Capitalization and IndebtednessThe following table sets forth our cap

105、italization as of December 31,2015:This information should be read in conjunction with“Item 5.Operating and Financial Reviewand Prospects”,and our combined and consolidated financial statements and the notes theretoincluded in“Item 18.Financial Statements”.As ofDecember 31,2015(in thousandsof U.S.do

106、llars)Debt:(1)Borrowingscurrent portion.$325,768Borrowingsnon-current portion.415,723Total debt.741,491Partners Equity:Common unitholders:21,822,358 units issued and outstanding.507,433Subordinated unitholders:9,822,358 units issued and outstanding.59,786General partner:645,811 units issued and outs

107、tanding.8,842Incentive distribution rights.2,116Total Partners Equity.578,177Total capitalization.$1,319,668(1)All of our bank debt has been incurred by our vessel owning subsidiaries.Our indebtedness,other than our SponsorCredit Facility,is secured by mortgages on our owned ships and is guaranteed

108、by the Partnership and an intermediateholding company for the Partnership.The$15.0 million outstanding under the Sponsor Credit Facility provided by GasLogis also included in the non-current debt.See“Item 5.Operating and Financial Review and ProspectsB.Liquidity andCapital ResourcesCredit Facilities

109、”for more information about our credit facilities.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk FactorsRisks Inherent in Our BusinessWe may not have sufficient cash from operations following the establishment of cash reserves andpayment of fees and expenses to enable us to pay the

110、 minimum quarterly distribution on ourcommon units,subordinated units and general partner units.We may not have sufficient cash from operations to pay the minimum quarterly distribution of$0.375 per unit on our common units,subordinated units and general partner units.The amount ofcash we can distri

111、bute on our units principally depends upon the amount of cash we generate fromour operations,which may fluctuate from quarter to quarter based on the risks described in thissection,including,among other things:the rates we obtain from our charters;the continued availability of natural gas production

112、,liquefaction and regasification facilities;the price and demand for natural gas and oil;the level of our operating costs,such as the cost of crews,vessel maintenance and insurance;the number of off-hire days for our fleet and the timing of,and number of days required for,drydocking of vessels;the s

113、upply of LNG carriers;prevailing global and regional economic and political conditions;changes in local income tax rates;7 currency exchange rate fluctuations;and the effect of governmental regulations and maritime self-regulatory organization standards onthe conduct of our business.In addition,the

114、actual amount of cash available for distribution will depend on other factors,including:the level of capital expenditures we make,including for maintaining or replacing vessels andcomplying with regulations;our debt service requirements,including fluctuations in interest rates,and restrictions ondis

115、tributions contained in our debt instruments;the level of debt we will incur to fund future acquisitions,including if we exercise our optionsto purchase any additional vessels from GasLog;fluctuations in our working capital needs;our ability to make,and the level of,working capital borrowings;and th

116、e amount of any cash reserves,including reserves for future maintenance and replacementcapital expenditures,working capital and other matters,established by our board of directors,which cash reserves are not subject to any specified maximum dollar amount.The amount of cash we generate from our opera

117、tions may differ materially from our profit orloss for a specified period,which will be affected by non-cash items.As a result of this and theother factors mentioned above,we may make cash distributions during periods in which we recordlosses and may not make cash distributions during periods when w

118、e record a profit.Our ability to grow and to meet our financial needs may be adversely affected by our cashdistribution policy.Our cash distribution policy,which is consistent with our partnership agreement,requires us todistribute all of our available cash(as defined in our partnership agreement)ea

119、ch quarter.Accordingly,our growth may not be as fast as that of businesses that reinvest their available cash toexpand ongoing operations.In determining the amount of cash available for distribution,our board of directors approvesthe amount of cash reserves to set aside,including reserves for future

120、 maintenance and replacementcapital expenditures,working capital and other matters.We also rely upon external financingsources,including commercial borrowings,to fund our capital expenditures.Accordingly,to theextent we do not have sufficient cash reserves or are unable to obtain financing,our cashd

121、istribution policy may significantly impair our ability to meet our financial needs or to grow.We must make substantial capital expenditures to maintain and expand our fleet,which will reducecash available for distribution.In addition,each quarter we are required to deduct estimatedmaintenance and r

122、eplacement capital expenditures from operating surplus,which may result in lesscash available to unitholders than if actual maintenance and replacement capital expenditures werededucted.We must make substantial capital expenditures to maintain and replace,over the long-term,theoperating capacity of

123、our fleet.Maintenance and replacement capital expenditures from operatingsurplus totaled$31.05 million for the year ended December 31,2015.We estimate that futuremaintenance and replacement capital expenditures will average approximately$38.74 million per fullyear,including potential costs related t

124、o replacing current vessels at the end of their useful lives.Maintenance and replacement capital expenditures include capital expenditures associated with(i)the removal of a vessel from the water for inspection,maintenance and/or repair of submergedparts(or drydocking)and(ii)modifying an existing ve

125、ssel or acquiring a new vessel,to the extentthese expenditures are incurred to maintain or replace the operating capacity of our fleet.These8expenditures could vary significantly from quarter to quarter and could increase as a result ofchanges in:the cost of labor and materials;customer requirements

126、;the size of our fleet;the cost of replacement vessels;length of charters;governmental regulations and maritime self-regulatory organization standards relating tosafety,security or the environment;competitive standards;and the age of our ships.Significant capital expenditures,including to maintain a

127、nd replace,over the long-term,theoperating capacity of our fleet,may reduce or eliminate the amount of cash available for distributionto our unitholders.Our partnership agreement requires our board of directors to deduct estimated,rather than actual,maintenance and replacement capital expenditures f

128、rom operating surplus eachquarter in an effort to reduce fluctuations in operating surplus(as defined in our partnershipagreement).The amount of estimated maintenance and replacement capital expenditures deductedfrom operating surplus is subject to review and change by our conflicts committee at lea

129、st once ayear.In years when estimated maintenance and replacement capital expenditures are higher thanactual maintenance and replacement capital expenditures,the amount of cash available fordistribution to unitholders will be lower than if actual maintenance and replacement capitalexpenditures were

130、deducted from operating surplus.If our board of directors underestimates theappropriate level of estimated maintenance and replacement capital expenditures,we may have lesscash available for distribution in future periods when actual capital expenditures exceed our previousestimates.If capital expen

131、ditures are financed through cash from operations or by issuing debt or equitysecurities,our ability to make cash distributions may be diminished,our financial leverage couldincrease or our unitholders may be diluted.Use of cash from operations to expand or maintain our fleet will reduce cash availa

132、ble fordistribution to unitholders.Our ability to obtain bank financing or to access the capital markets forfuture offerings may be limited by our financial condition at the time of any such financing oroffering,as well as by adverse market conditions resulting from,among other things,generaleconomi

133、c conditions and contingencies and uncertainties that are beyond our control.Our failure toobtain the funds for future capital expenditures could have a material adverse effect on our business,financial condition,results of operations and ability to make cash distributions to our unitholders.Even if

134、 we are successful in obtaining necessary funds,the terms of such financings could limit ourability to pay cash distributions to unitholders.In addition,incurring additional debt maysignificantly increase our interest expense and financial leverage,and issuing additional equitysecurities may result

135、in significant unitholder dilution and would increase the aggregate amount ofcash required to maintain our current level of quarterly distributions to unitholders,both of whichcould have a material adverse effect on our ability to make cash distributions.Any limitation in the availability or operati

136、on of our ships could have a material adverse effect onour business,financial condition,results of operations and cash flows,which effect would beamplified by the small size of our fleet.Our fleet consists of eight LNG carriers that are in operation.If any of our ships is unable togenerate revenues

137、for any significant period of time for any reason,including unexpected periods ofoff-hire or early charter termination(which could result from damage to our ships),our business,financial condition,results of operations and cash flows,including cash available for distribution tounitholders,could be m

138、aterially and adversely affected.The impact of any limitation in the9operation of our ships or any early charter termination would be amplified during the period priorto acquisition of additional vessels,as a substantial portion of our cash flows and income isdependent on the revenues earned by the

139、chartering of our eight LNG carriers in operation.Inaddition,the costs of ship repairs are unpredictable and can be substantial.In the event of repaircosts that are not covered by our insurance policies,we may have to pay for such repair costs,whichwould decrease our earnings and cash flows.Any char

140、ter termination could have a material adverse effect on our business,financial condition,results of operations and cash flows.Our charterer has the right to terminate a ships time charter in certain circumstances,such as:loss of the ship or damage to it beyond repair;if the ship is off-hire for any

141、reason other than scheduled drydocking for a period exceeding90 consecutive days,or for more than 90 days in any one-year period;defaults by us in our obligations under the charter;or the outbreak of war or hostilities involving two or more major nations,such as the UnitedStates or the Peoples Repub

142、lic of China,that would materially and adversely affect thetrading of the ship for a period of at least 30 days.A termination right under one ships time charter would not automatically give the charterer theright to terminate its other charter contracts with us.However,a charter termination couldmat

143、erially affect our relationship with the customer and our reputation in the LNG shippingindustry,and in some circumstances the event giving rise to the termination right could potentiallyimpact multiple charters.Accordingly,the existence of any right of termination could have amaterial adverse effec

144、t on our business,financial condition,results of operations and cash flows,including cash available for distribution to unitholders.If we lose a charter,we may be unable to obtain a new time charter on terms as favorable tous or with a charterer of comparable standing,particularly if we are seeking

145、new time charters at atime when charter rates in the LNG industry are depressed.Consequently,we may have anincreased exposure to the volatile spot market,which is highly competitive and subject to significantprice fluctuations.In the event that we are unable to re-deploy a ship for which a charter h

146、as beenterminated,we will not receive any revenues from that ship,and we may be required to payexpenses necessary to maintain the ship in proper operating condition.Due to our lack of diversification,adverse developments in the LNG transportation industry couldadversely affect our business,particula

147、rly if such developments occur at a time when we are seekinga new charter.We rely exclusively on the cash flow generated from charters for our LNG vessels.Due to ourlack of diversification,an adverse development in the LNG transportation industry could have asignificantly greater impact on our busin

148、ess,particularly if such developments occur at a time whenour ships are not under charter or nearing the end of their charters,than if we maintained morediverse assets or lines of businesses.We currently derive all of our revenues from a single customer and will continue to depend on onecustomer for

149、 nearly all of our revenues after our expected acquisition of additional vessels fromGasLog.This customer was recently acquired by another energy company which could impact ourability to maintain our relationship with this customer.The loss of this customer would result in asignificant loss of reven

150、ues and could have a material adverse effect on our business,financialcondition,results of operations and cash flows.We currently derive all of our revenues from one customer,MSL,a subsidiary of BG Group.Following the expected acquisition of additional vessels from GasLog,MSL will continue to be ake

151、y customer,as at least seven of the vessels over which we have options to acquire from GasLog,will be chartered to MSL.In addition,two of the vessels that we will have options to acquire from10GasLog have been or will be chartered to a subsidiary of Shell.Shells acquisition of BG Group isexpected to

152、 become effective on February 15,2016.Although MSLs contractual obligations underthe charter agreements are not impacted by the acquisition,we cannot provide assurance that weand GasLog will be able to maintain our business relationship with BG Group following itsintegration into Shell.In addition,t

153、he combination of BG Group and Shell could increase our futurecustomer concentration because all of the vessels we have the right to acquire from GasLog arechartered to subsidiaries of BG Group or Shell.Furthermore,we could lose our customer or thebenefits of our time charter arrangements for many d

154、ifferent reasons,including if the customer isunable or unwilling to make charter hire or other payments to us because of a deterioration in itsfinancial condition,disagreements with us or otherwise.If our customer terminates its charters,chooses not to re-charter our ships after the initial charter

155、terms or is unable to perform under itscharters and we are not able to find replacement charters on similar terms,we will suffer a loss ofrevenues that could have a material adverse effect on our business,financial condition,results ofoperations and cash flows,including cash available for distributi

156、on to unitholders.We are subject to certain risks with respect to our relationship with GasLog,and failure of GasLogto comply with certain of its financial covenants under its debt instruments could,among otherthings,limit or prevent us from acquiring future vessels from GasLog,which could have a ma

157、terialadverse effect on our business,financial condition,results of operations and cash flows.Certain of GasLogs existing debt instruments impose operating and financial restrictions onGasLog,including financial maintenance covenants.GasLogs ability to meet certain operating andfinancial restriction

158、s in its existing debt instruments is dependent in part on the charter rates whichit obtains for its vessels.The current charter rates available for spot/short-term charters of LNGcarriers are at historically low levels.Despite this environment,GasLog continues to concludespot/short term charters fo

159、r LNG carriers.Additionally,during the course of 2015 GasLog hasentered into a number of long-term charters at attractive rates and continues to actively seekcharters on its open vessels in the long-term charter market.GasLog is also active in the LNGshipping spot market through its participation in

160、 The Cool Pool Limited with Golar LNG Ltd.andDynagas Ltd.However,if GasLog should fail to enter into additional short-term or long-termcharters or should fail to successfully take other steps which would reduce debt service requirementsand/or improve EBITDA,it may be required to seek a waiver under

161、its bank credit facilities.GasLog continuously monitors and manages its covenant compliance.Under GasLogs creditfacilities,as is typical with secured credit facilities generally,a default by the borrower permits thelenders to exercise remedies as secured creditors which,if such a default was to occu

162、r,could includeforeclosing on GasLog vessels.Our future growth,which is expected to be based on the acquisitionof vessels from GasLog,would also be adversely affected by such a default event if it was to occur.We are also dependent on GasLog for the provision of administrative,commercial and shipman

163、agement services.Additionally,any default by GasLog under its corporate guarantee would result in a defaultunder the loan facility related to the Methane Alison Victoria,the Methane Shirley Elisabeth and theMethane Heather Sally.Our future performance and ability to secure future time charters depen

164、ds on continued growth inLNG production and demand for LNG and LNG shipping.Our future performance,including our ability to profitably expand our fleet,will depend oncontinued growth in LNG production and the demand for LNG and LNG shipping.A completeLNG project includes production,liquefaction,stor

165、age,regasification and distribution facilities,inaddition to the marine transportation of LNG.Increased infrastructure investment has led to anexpansion of LNG production capacity in recent years,but material delays in the construction ofnew liquefaction facilities could constrain the amount of LNG

166、available for shipping,reducing shiputilization.The rate of growth of the LNG industry has fluctuated due to several factors,includingthe global economic crisis and continued economic uncertainty,fluctuations in global commodityprices,including natural gas,oil and coal as well as other sources of en

167、ergy.Continued growth in11LNG production and demand for LNG and LNG shipping could be negatively affected by a numberof factors,including:continued low prices for crude oil and petroleum products;increases in interest rates or other events that may affect the availability of sufficientfinancing for

168、LNG projects on commercially reasonable terms;increases in the cost of natural gas derived from LNG relative to the cost of natural gasgenerally;increases in the production levels of low-cost natural gas in domestic natural gas consumingmarkets,which could further depress prices for natural gas in t

169、hose markets and make LNGuneconomical;increases in the production of natural gas in areas linked by pipelines to consuming areas,theextension of existing,or the development of new pipeline systems in markets we may serve,or the conversion of existing non-natural gas pipelines to natural gas pipeline

170、s in thosemarkets;decreases in the consumption of natural gas due to increases in its price,decreases in theprice of alternative energy sources or other factors making consumption of natural gas lessattractive;any significant explosion,spill or other incident involving an LNG facility or carrier;inf

171、rastructure constraints such as delays in the construction of liquefaction facilities,theinability of project owners or operators to obtain governmental approvals to construct oroperate LNG facilities,as well as community or political action group resistance to new LNGinfrastructure due to concerns

172、about the environment,safety and terrorism;labor or political unrest or military conflicts affecting existing or proposed areas of LNGproduction or regasification;decreases in the price of LNG,which might decrease the expected returns relating toinvestments in LNG projects;new taxes or regulations a

173、ffecting LNG production or liquefaction that make LNG productionless attractive;or negative global or regional economic or political conditions,particularly in LNG consumingregions,which could reduce energy consumption or its growth.In 2015,global crude oil prices were very volatile and fell signifi

174、cantly.Such decline in oil pricessince 2014 has depressed natural gas prices and led to a narrowing of the gap in pricing in differentgeographic regions,which has adversely affected the length of voyages in the spot LNG shippingmarket and the spot rates and medium term charter rates for charters whi

175、ch commence in the nearfuture.A continued decline in oil prices could adversely affect both the competitiveness of gas as afuel for power generation and the market price of gas,to the extent that gas prices arebenchmarked to the price of crude oil.Some production companies have announced delays orca

176、ncellations of certain previously announced LNG projects,which,unless offset by new projectscoming on stream,could adversely affect demand for LNG charters over the next few years,whilethe amount of tonnage available for charter is expected to increase.All of our ships are currently operating under

177、multi-year contracts,the first of which expires in2018 unless the charterer exercises its extension option.Unless LNG charter market conditions improve,we may have difficulty in securing renewed or new charters at attractive rates and durations on ourships when such multi-year charters expire.Such a

178、 failure could adversely affect our future liquidity,results of operations and cash flows,including cash available for distribution to unitholders,as well asour ability to meet certain of our debt covenants.A sustained decline in charter rates could alsoadversely affect the market value of our ships

179、,on which certain of the ratios and financial covenants weare required to comply with are based.See“Risks Inherent in Our BusinessShip values mayfluctuate substantially,which could result in an impairment charge,could impact our compliance12with the covenants in our loan agreements and,if the values

180、 are lower at a time when we areattempting to dispose of ships,could cause us to incur a loss.”A continuation of the recent significant declines in natural gas and oil prices may adversely affectour growth prospects and results of operations.Natural gas prices are volatile and are affected by numero

181、us factors beyond our control,including but not limited to the following:price and availability of crude oil and petroleum products;worldwide demand for natural gas;the cost of exploration,development,production,transportation and distribution of naturalgas;expectations regarding future energy price

182、s for both natural gas and other sources of energy;the level of worldwide LNG production and exports;government laws and regulations,including but not limited to environmental protection lawsand regulations;local and international political,economic and weather conditions;political and military conf

183、licts;and the availability and cost of alternative energy sources,including alternate sources of naturalgas in gas importing and consuming countries.Natural gas prices have historically varied substantially between regions.This price disparitybetween producing and consuming regions supports demand f

184、or LNG shipping and any convergenceof natural gas prices would adversely affect demand for LNG shipping.In 2015,global crude oilprices were very volatile and fell significantly.Such decline in oil prices since 2014 has depressednatural gas prices and led to a narrowing of the gap in pricing in diffe

185、rent geographic regions.Given the significant global natural gas and crude oil price decline as referenced above,although our vessels are currently all under multi-year committed charters,a continuation of lowernatural gas or oil prices or a further decline in natural gas or oil prices may adversely

186、 affect ourfuture business,results of operations and financial condition and our ability to make cashdistributions,as a result of,among other things:a reduction in exploration for or development of new natural gas reserves or projects,or thedelay or cancelation of existing projects as energy compani

187、es lower their capital expendituresbudgets,which may reduce our growth opportunities;low oil prices negatively affecting both the competitiveness of natural gas as a fuel for powergeneration and the market price of natural gas,to the extent that natural gas prices arebenchmarked to the price of crud

188、e oil;lower demand for vessels of the types we own and operate,which may reduce availablecharter rates and revenue to us upon redeployment of our vessels following expiration ortermination of existing contracts or upon the initial chartering of vessels;customers potentially seeking to renegotiate or

189、 terminate existing vessel contracts,or failing toextend or renew contracts upon expiration;the inability or refusal of customers to make charter payments to us due to financialconstraints or otherwise;or declines in vessel values,which may result in losses to us upon vessel sales or impairmentcharg

190、es against our earnings.We may have difficulty further expanding our fleet in the future.We may expand our fleet beyond the vessels we may acquire from GasLog.Our future growthwill depend on numerous factors,some of which are beyond our control,including our ability to:13 obtain consents from lender

191、s and charterers with respect to the vessels that we may acquirefrom GasLog;identify attractive ship acquisition opportunities and consummate such acquisitions;obtain newbuilding contracts at acceptable prices;obtain required equity and debt financing on acceptable terms;secure charter arrangements

192、on terms acceptable to our lenders;expand our relationships with existing customers and establish new customer relationships;recruit and retain additional suitably qualified and experienced seafarers and shore-basedemployees through GasLog pursuant to the services agreements we have entered into wit

193、hGasLog;continue to meet technical and safety performance standards;manage joint ventures;and manage the expansion of our operations to integrate the new ships into our fleet.We may not be successful in executing any future growth plans,and we cannot give anyassurances that we will not incur signifi

194、cant expenses and losses in connection with such growthefforts.We may have difficulty obtaining consents that are necessary to acquire vessels with an existingcharter or a financing agreement.Under the omnibus agreement entered into with GasLog in connection with the IPO,we havecertain options and o

195、ther rights to acquire vessels with existing charters from GasLog.The omnibusagreement provides that our ability to consummate the acquisition of any such vessels from GasLogwill be subject to obtaining all relevant consents including governmental authorities and othernon-affiliated third parties to

196、 those agreements.In particular,with respect to GasLogs existingvessels,we would need the consent of the existing charterers and lenders.While GasLog will beobligated to use reasonable efforts to obtain any such consents,we cannot assure you that in anyparticular case the necessary consent will be o

197、btained from the required parties including thegovernmental authorities and charterer,lender or other entity.Our future growth depends on our ability to expand relationships with existing customers,establishrelationships with new customers and obtain new time charter contracts,for which we will face

198、substantial competition from established companies with significant resources and potential newentrants.One of our principal objectives is to enter into additional long-term,fixed-rate charters.Theprocess of obtaining charters for LNG carriers is highly competitive and generally involves anintensive

199、 screening procedure and competitive bids,which often extends for several months.Webelieve LNG carrier time charters are awarded based upon a variety of factors relating to the shipand the ship operator,including:size,age,technical specifications and condition of the ship;efficiency of ship operatio

200、n;LNG shipping experience and quality of ship operations;shipping industry relationships and reputation for customer service;technical ability and reputation for operation of highly specialized ships;quality and experience of officers and crew;safety record;the ability to finance ships at competitiv

201、e rates and financial stability generally;relationships with shipyards and the ability to get suitable berths;14 construction management experience,including the ability to obtain on-time delivery of newships according to customer specifications;and competitiveness of the bid in terms of overall pri

202、ce.We expect substantial competition for providing marine transportation services for potentialLNG projects from a number of experienced companies,including other independent ship owners aswell as state-sponsored entities and major energy companies that own and operate LNG carriers andmay compete wi

203、th independent owners by using their fleets to carry LNG for third parties.Some ofthese competitors have significantly greater financial resources and larger fleets than we or GasLoghave.A number of marine transportation companiesincluding companies with strong reputationsand extensive resources and

204、 experiencehave entered the LNG transportation market in recentyears,and there are other ship owners and managers who may also attempt to participate in theLNG market in the future.This increased competition may cause greater price competition for timecharters.As a result of these factors,we may be

205、unable to expand our relationships with existingcustomers or to obtain new customers on a profitable basis,if at all,which could have a materialadverse effect on our business,financial condition,results of operations and cash flows,includingcash available for distribution to unitholders.Hire rates f

206、or LNG carriers may fluctuate substantially and are currently below historical averagerates.If rates are lower when we are seeking a new charter,our revenues and cash flows may decline.Our ability from time to time to charter or re-charter any ship at attractive rates will dependon,among other thing

207、s,the prevailing economic conditions in the LNG industry.Hire rates forLNG carriers may fluctuate over time as a result of changes in the supply-demand balance relatingto current and future ship capacity.This supply-demand relationship largely depends on a number offactors outside our control.The LN

208、G charter market is connected to world natural gas prices andenergy markets,which we cannot predict.A substantial or extended decline in demand for naturalgas or LNG could adversely affect our ability to charter or re-charter our ships at acceptable ratesor to acquire and profitably operate new ship

209、s.Hire rates for newbuildings are correlated with theprice of newbuildings.Hire rates at a time when we may be seeking new charters may be lowerthan the hire rates at which our ships are currently chartered.If hire rates are lower when we areseeking a new charter,or at the time option extensions are

210、 due to be declared,our revenues andcash flows,including cash available for distribution to unitholders,may decline,as we may only beable to enter into new charters at reduced or unprofitable rates or may not be able to re-charter ourship,or we may have to secure a charter in the spot market,where h

211、ire rates are more volatile.Prolonged periods of low charter hire rates or low ship utilization could also have a material adverseeffect on the value of our assets.Ship values may fluctuate substantially,which could result in an impairment charge,could impactour compliance with the covenants in our

212、loan agreements and,if the values are lower at a timewhen we are attempting to dispose of ships,could cause us to incur a loss.Values for ships can fluctuate substantially over time due to a number of different factors,including:prevailing economic conditions in the natural gas and energy markets;a

213、substantial or extended decline in demand for LNG;the level of worldwide LNG production and exports;changes in the supply-demand balance of the global LNG carrier fleet;changes in prevailing charter hire rates;the physical condition of the ship;the size,age and technical specifications of the ship;d

214、emand for LNG carriers;and15 the cost of retrofitting or modifying existing ships,as a result of technological advances inship design or equipment,changes in applicable environmental or other regulations orstandards,customer requirements or otherwise.If the market value of our ships declines,we may

215、be required to record an impairment chargein our financial statements,which could adversely affect our results of operations.See“Item 5.Operating and Financial Review and ProspectsB.Liquidity and Capital RecoursesCriticalAccounting PoliciesImpairment of Vessels”.Deterioration in market value of our

216、ships may triggera breach of some of the covenants contained in our credit facilities.If we do breach such covenantsand we are unable to remedy the relevant breach,our lenders could accelerate our indebtedness andseek to foreclose on the ships in our fleet securing those credit facilities.In additio

217、n,if a chartercontract expires or is terminated by the customer,we may be unable to re-deploy the affected shipsat attractive rates and,rather than continue to incur costs to maintain and finance them,we mayseek to dispose of them.Any foreclosure on our ships,or any disposal by us of a ship at a tim

218、ewhen ship prices have fallen,could result in a loss and could materially and adversely affect ourbusiness,financial condition,results of operations and cash flows,including cash available fordistribution to unitholders.Our ability to obtain additional debt financing for future acquisitions of ships

219、 or to refinance ourexisting debt may depend on the creditworthiness of our charterers and the terms of our futurecharters.Our ability to borrow against the ships in our existing fleet and any ships we may acquire in thefuture largely depends on the value of the ships,which in turn depends in part o

220、n charter hire ratesand the ability of our charterers to comply with the terms of their charters.The actual or perceivedcredit quality of our charterers,and any defaults by them,may materially affect our ability to obtainthe additional capital resources that we will require to purchase additional sh

221、ips and to refinance ourexisting debt as balloon payments come due,or may significantly increase our costs of obtainingsuch capital.Our inability to obtain additional financing or committing to financing on unattractiveterms could have a material adverse effect on our business,financial condition,re

222、sults of operationsand cash flows,including cash available for distributions to our unitholders.Our future capital needs are uncertain and we may need to raise additional funds in the future.We believe that our existing cash and cash equivalents will be sufficient to meet our anticipatedcash require

223、ments for at least the next 12 months.However,we may need to raise additional capitalto maintain,replace and expand the operating capacity of our fleet and fund our operations.Amongother things,we hold options to acquire nine LNG carriers from GasLog.We do not currently havefinancing sources in plac

224、e to fund the acquisition of any additional vessels.Our future fundingrequirements will depend on many factors,including the cost and timing of vessel acquisitions,andthe cost of retrofitting or modifying existing ships as a result of technological advances in ship designor equipment,changes in appl

225、icable environmental or other regulations or standards,customerrequirements or otherwise.We cannot assure you that we will be able to obtain additional funds on acceptable terms,or atall.If we raise additional funds by issuing equity or equity-linked securities,our unitholders mayexperience dilution

226、 or reduced distributions per unit.Debt financing,if available,may involvecovenants restricting our operations or our ability to incur additional debt or pay distributions.Anydebt or additional equity financing that we raise may contain terms that are not favorable to us orour unitholders.If we are

227、unable to raise adequate funds,we may have to liquidate some or all ofour assets,or delay,reduce the scope of or eliminate some or all of our fleet expansion plans.Anyof these factors could have a material adverse effect on our business,financial condition,results ofoperations and cash flows,includi

228、ng cash available for distributions to our unitholders.16Fluctuations in exchange rates and interest rates could result in financial losses for us.Fluctuations in currency exchange rates and interest rates may have a material impact on ourfinancial performance.We receive virtually all of our revenue

229、s in dollars,while some of ouroperating expenses,including employee costs and certain crew costs,are denominated in euros.As aresult,we are exposed to foreign exchange risk.Although we monitor exchange rate fluctuations ona continuous basis,we do not currently hedge movements in currency exchange ra

230、tes.As a result,there is a risk that currency fluctuations will have a negative effect on our cash flows and results ofoperations.In addition,we may be exposed to a market risk relating to fluctuations in interest rates to theextent our credit facilities bear interest costs at a floating rate based

231、on a prevailing market interestrate.Significant increases in the interest rates could adversely affect our cash flows,results ofoperations and ability to service our debt.Although we use interest rate swaps from time to time toreduce our exposure to interest rate risk,we hedge only a portion of our

232、outstanding indebtedness.There is no assurance that any derivative contracts we enter into in the future will provide adequateprotection against adverse changes in interest rates or that our bank counterparties will be able toperform their obligations.The derivative contracts we may enter into in th

233、e future to hedge our exposure to fluctuations ininterest rates could result in reductions in our partners equity as well as charges against our profit.We enter into interest rate swaps from time to time for purposes of managing our exposure tofluctuations in interest rates applicable to floating ra

234、te indebtedness.As of December 31,2015,wehad no interest rate swaps in place.We terminated three interest rate swaps on November 12,2014in connection with our entering into the$450 million credit facility,or our“Partnership Facility”,under the Facility Agreement dated November 12,2014 among GAS-thre

235、e Ltd.,GAS-four Ltd.,GAS-five Ltd.,GAS-sixteen Ltd.and GAS-seventeen Ltd.as borrowers,and the financialinstitutions party thereto,and the related Deed between GasLog Partners and Citibank,N.A.,London Branch,dated November 12,2014.None of the terminated interest rate swaps weredesignated as a cash fl

236、ow hedging instrument.The changes in the fair value of the terminated swapswere recognized in our statement of profit or loss.Changes in the fair value of any future derivativecontracts that will not qualify for treatment as cash flow hedges for financial reporting purposeswould affect,among other t

237、hings,our profit and earnings per unit and would affect compliance withthe market value adjusted net worth covenants in our credit facilities.For future interest rate swapsthat are designated as cash flow hedging instruments,the changes in the fair value of the contractswill be recognized in our sta

238、tement of other comprehensive income as cash flow hedge gains orlosses for the period,and could affect compliance with the market value adjusted net worthcovenants in our credit facilities.While we will monitor the credit risks associated with our bank counterparties,there can be noassurance that th

239、ese counterparties will be able to meet their commitments under any derivativecontract.The potential for bank counterparties to default on their obligations under any derivativecontracts may be highest when we are most exposed to the fluctuations in interest rates suchcontracts are designed to hedge

240、,and several or all of such bank counterparties may simultaneouslybe unable to perform their obligations due to the same events or occurrences in global financialmarkets.There is no assurance that our future derivative contracts will provide adequate protectionagainst adverse changes in interest rat

241、es or that our bank counterparties will be able to performtheir obligations.In addition,as a result of the implementation of new regulation of the swapsmarkets in the United States,the European Union and elsewhere over the next few years,the costand availability of interest rate and currency hedges

242、may increase or suitable hedges may not beavailable.17Our earnings and business are subject to the credit risk associated with our contractualcounterparties.We will enter into,among other things,time charters and other contracts with our customers,shipbuilding contracts and refund guarantees relatin

243、g to newbuildings,credit facilities andcommitment letters with banks,insurance contracts and interest rate swaps.Such agreements subjectus to counterparty credit risk.For example,all of our vessels are chartered to,and we received allof our total revenues for the year ended December 31,2015 from,MSL

244、,a subsidiary of BG Group.The ability and willingness of each of our counterparties to perform its obligations under acontract with us will depend upon a number of factors that are beyond our control and may include,among other things,general economic conditions,the condition of the natural gas and

245、LNG marketsand charter hire rates.Should a counterparty fail to honor its obligations under agreements with us,we could sustain significant losses which in turn could have a material adverse effect on ourbusiness,financial condition,results of operations and cash flows,including cash available fordi

246、stribution to unitholders.Our debt levels may limit our flexibility in obtaining additional financing,pursuing other businessopportunities and paying distributions to unitholders.Our level of debt could have important consequences to us,including the following:our ability to obtain additional financ

247、ing,if necessary,for working capital,capitalexpenditures,ship acquisitions or other purposes may be impaired or such financing may notbe available on favorable terms;we will need a substantial portion of our cash flow to make principal and interest paymentson our debt,reducing the funds that would o

248、therwise be available for operations,futurebusiness opportunities and distributions to unitholders;our debt level may make us more vulnerable than our competitors with less debt tocompetitive pressures or a downturn in our industry or the economy generally;our debt level may limit our flexibility in

249、 responding to changing business and economicconditions;and if we are unable to satisfy the restrictions included in any of our financing agreements or areotherwise in default under any of those agreements,as a result of our debt levels orotherwise,we will not be able to make cash distributions to y

250、ou,notwithstanding our statedcash distribution policy.Our ability to service our debt depends upon,among other things,our future financial andoperating performance,which will be affected by prevailing economic conditions and financial,business,regulatory and other factors,some of which are beyond ou

251、r control.As of December 31,2015,we had an aggregate of$748.0 million of indebtedness outstanding under our credit facilitiesand the revolving credit facility with GasLog entered into upon consummation of the IPO,or the“Sponsor Credit Facility”,of which$328.0 million is repayable within one year.See

252、“Item 5.Operating and Financial Review and ProspectsB.Liquidity and Capital Resources”.The amountrepayable within one year includes$305.50 million which is the current portion of one credit facilitythat we are in discussions to refinance with one or more term loans.We have entered into anunderwritte

253、n agreement with certain financial institutions to refinance our current debt.Syndicationis complete and we are proceeding with documentation.We expect to execute definitivedocumentation well in advance of the maturity of all associated existing indebtedness.If our operating results are not sufficie

254、nt to service our current or future indebtedness,we willbe forced to take actions such as reducing distributions,reducing or delaying our business activities,acquisitions,investments or capital expenditures,selling assets,restructuring or refinancing our debt,or seeking additional equity capital or

255、bankruptcy protection.We may not be able to effect any ofthese remedies on satisfactory terms,or at all.18Financing agreements containing operating and financial restrictions may restrict our business andfinancing activities.A failure by us to meet our obligations under our financing agreements woul

256、dresult in an event of default under such credit facilities which could lead to foreclosure on ourships.The operating and financial restrictions and covenants in our credit facilities and any futurefinancing agreements could adversely affect our ability to finance future operations or capital needso

257、r to engage,expand or pursue our business activities.For example,the financing agreements mayrestrict the ability of us and our subsidiaries to:incur or guarantee indebtedness;change ownership or structure,including mergers,consolidations,liquidations and dissolutions;make dividends or distributions

258、;make certain negative pledges and grant certain liens;sell,transfer,assign or convey assets;make certain investments;and enter into a new line of business.In addition,such financing agreements may require us to comply with certain financial ratiosand tests,including,among others,maintaining a minim

259、um liquidity,maintaining positive workingcapital,ensuring that EBITDA exceeds interest payable,any amounts payable for interest rate swapand debt installments calculated on a four quarter rolling average basis,maintaining a minimumcollateral value,and maintaining a minimum book equity ratio.Our abil

260、ity to comply with therestrictions and covenants,including financial ratios and tests,contained in such financingagreements is dependent on future performance and may be affected by events beyond our control,including prevailing economic,financial and industry conditions.If market or other economicc

261、onditions deteriorate,our ability to comply with these covenants may be impaired.If we are unable to comply with the restrictions and covenants in the agreements governing ourindebtedness or in current or future debt financing agreements,there could be a default under theterms of those agreements.If

262、 a default occurs under these agreements,lenders could terminate theircommitments to lend and/or accelerate the outstanding loans and declare all amounts borrowed dueand payable.We have pledged our vessels as security for our outstanding indebtedness.If ourlenders were to foreclose on our vessels in

263、 the event of a default,this may adversely affect ourability to finance future operations or capital needs or to engage,expand or pursue our businessactivities.If any of these events occur,we cannot guarantee that our assets will be sufficient torepay in full all of our outstanding indebtedness,and

264、we may be unable to find alternative financing.Even if we could obtain alternative financing,that financing might not be on terms that arefavorable or acceptable.Any of these events would adversely affect our ability to make distributionsto our unitholders and cause a decline in the market price of

265、our common units.See“Item 5.Operating and Financial Review and ProspectsB.Liquidity and Capital ResourcesCreditFacilities”.Restrictions in our debt agreements may prevent us or our subsidiaries from paying distributions.The payment of principal and interest on our debt reduces cash available for dis

266、tribution to usand on our units.In addition,our credit facilities prohibit the payment of distributions upon theoccurrence of the following events,among others:failure to pay any principal,interest,fees,expenses or other amounts when due;breach or lapse of any insurance with respect to vessels secur

267、ing the facilities;breach of certain financial covenants;failure to observe any other agreement,security instrument,obligation or covenant beyondspecified cure periods in certain cases;default under other indebtedness;19 bankruptcy or insolvency events;failure of any representation or warranty to be

268、 correct;a change of ownership of the borrowers or GasLog Partners Holdings;and a material adverse effect.Furthermore,we expect that our future financing agreements will contain similar provisions.Formore information regarding these financing agreements,see“Item 5.Operating and FinancialReview and P

269、rospectsB.Liquidity and Capital ResourcesCredit Facilities”.We are a holding company and we depend on the ability of our subsidiaries to distribute funds tous in order to satisfy our financial obligations and to make distributions to unitholders.We are a holding company.Our subsidiaries conduct all

270、of our operations and own all of ouroperating assets,including our ships.We have no significant assets other than the equity interests inour subsidiaries.As a result,our ability to pay our obligations and to make distributions tounitholders depends entirely on our subsidiaries and their ability to d

271、istribute funds to us.Theability of a subsidiary to make these distributions could be affected by a claim or other action by athird party,including a creditor,or by the law of its jurisdiction of incorporation which regulates thepayment of distributions.If we are unable to obtain funds from our subs

272、idiaries,our board ofdirectors may exercise its discretion not to make distributions to unitholders.The failure to consummate or integrate acquisitions in a timely and cost-effective manner couldhave an adverse effect on our financial condition and results of operations.Acquisitions that expand our

273、fleet are an important component of our strategy.Under theomnibus agreement,we currently have the option to purchase from GasLog:(i)the Solaris and HullNos.2072,2073,2102 and 2103 within 36 months after GasLog notifies our board of directors oftheir acceptance by their charterers,(ii)the GasLog Seat

274、tle and the Methane Lydon Volney within36 months after the closing of our IPO on May 12,2014 and(iii)the Methane Becki Anne and theMethane Julia Louise within 36 months after the completion of their acquisition by GasLog onMarch 31,2015.In each case,our option to purchase is at fair market value as

275、determined pursuantto the omnibus agreement.In addition,on April 21,2015,GasLog signed an agreement with MSL for its newbuildings HullNos.2130,2800 and 2131 to be chartered to MSL upon deliveries in 2018 and 2019 respectively,foraverage initial terms of approximately 9.5 years.Within 30 days of the

276、commencement of eachcharter,GasLog will be required to offer us an opportunity to purchase each vessel at fair marketvalue as determined pursuant to the omnibus agreement.We will not be obligated to purchase any of these vessels at the applicable determined price,and,accordingly,we may not complete

277、the purchase of any of such vessels.Furthermore,even if weare able to agree on a price with GasLog,there are no assurances that we will be able to obtainadequate financing on terms that are acceptable to us.In light of recent instability in the marketprice of our common units and broader master limi

278、ted partnership(“MLP”)market volatility,it maybe more difficult for us to complete an accretive acquisition.We believe that other acquisition opportunities may arise from time to time,and any suchacquisition could be significant.Any acquisition of a vessel or business may not be profitable at orafte

279、r the time of acquisition and may not generate cash flow sufficient to justify the investment.Inaddition,our acquisition growth strategy exposes us to risks that may harm our business,financialcondition,results of operations and ability to make cash distributions to our unitholders,includingrisks th

280、at we may:fail to realize anticipated benefits,such as new customer relationships,cost-savings or cashflow enhancements;be unable to attract,hire,train or retain qualified shore and seafaring personnel to manageand operate our growing business and fleet;20 decrease our liquidity by using a significa

281、nt portion of available cash or borrowing capacity tofinance acquisitions;significantly increase our interest expense or financial leverage if we incur additional debt tofinance acquisitions;incur or assume unanticipated liabilities,losses or costs associated with the business or vesselsacquired;or

282、incur other significant charges,such as impairment of goodwill or other intangible assets,assetdevaluation or restructuring charges.In addition,unlike newbuildings,existing vessels typically do not carry warranties as to theircondition.While we generally inspect existing vessels prior to purchase,su

283、ch an inspection wouldnormally not provide us with as much knowledge of a vessels condition as we would possess if ithad been built for us and operated by us during its life.Repairs and maintenance costs for existingvessels are difficult to predict and may be substantially higher than for vessels we

284、 have operatedsince they were built.These costs could decrease our cash flow and reduce our liquidity.Certain acquisition and investment opportunities may not result in the consummation of atransaction.In addition,we may not be able to obtain acceptable terms for the required financingfor any such a

285、cquisition or investment that arises.We cannot predict the effect,if any,that anyannouncement or consummation of an acquisition would have on the trading price of our commonunits.Our future acquisitions could present a number of risks,including the risk of incorrectassumptions regarding the future r

286、esults of acquired vessels or businesses or expected cost reductionsor other synergies expected to be realized as a result of acquiring vessels or businesses,the risk offailing to successfully and timely integrate the operations or management of any acquired vessels orbusinesses and the risk of dive

287、rting managements attention from existing operations or otherpriorities.We may also be subject to additional costs related to compliance with variousinternational laws in connection with such acquisition.If we fail to consummate and integrate ouracquisitions in a timely and cost-effective manner,our

288、 business,financial condition,results ofoperations and cash available for distribution could be adversely affected.We may experience operational problems with vessels that reduce revenue and increase costs.LNG carriers are complex and their operations are technically challenging.Marinetransportation

289、 operations are subject to mechanical risks and problems.Operational problems maylead to loss of revenue or higher than anticipated operating expenses or require additional capitalexpenditures.Any of these results could harm our business,financial condition,results of operationsand ability to make c

290、ash distributions to our unitholders.We depend on GasLog and certain of its subsidiaries to assist us in operating and expanding ourbusinesses and competing in our markets.We and our operating subsidiaries have entered into various service agreements with GasLogand its subsidiaries,including GasLog

291、LNG Services,pursuant to which GasLog and its subsidiarieswill provide to us certain administrative,financial and other services,and provide to our operatingsubsidiaries substantially all of their crew,technical management services(including vesselmaintenance,periodic drydocking,cleaning and paintin

292、g,performing work required by regulationsand human resources and financial services)and other advisory and commercial managementservices,including the sourcing of new contracts and renewals of existing contracts.Our operationalsuccess and ability to execute our growth strategy depend significantly u

293、pon the satisfactoryperformance of these services by GasLog and its subsidiaries.Our business will be harmed if suchsubsidiaries fail to perform these services satisfactorily or if they stop providing these services to usor our operating subsidiaries.Our ability to compete for new charters and expan

294、d our customer relationships depends largelyon our ability to leverage our relationship with GasLog and its reputation and relationships in theshipping industry.If GasLog suffers material damage to its reputation or relationships,it may harmthe ability of us or our subsidiaries to:21 renew existing

295、charters upon their expiration;obtain new charters;successfully interact with shipyards;obtain financing on commercially acceptable terms;maintain access to capital under the Sponsor Credit Facility;or maintain satisfactory relationships with suppliers and other third parties.If our ability to do an

296、y of the things described above is impaired,it could have a materialadverse effect on our business,financial condition,results of operations and ability to make cashdistributions to our unitholders.The required drydocking of our ships could be more expensive and time consuming than weanticipate,whic

297、h could adversely affect our results of operations and cash flows.Drydockings of our ships require significant capital expenditures and result in loss of revenuewhile our ships are off-hire.Any significant increase in either the number of off-hire days due tosuch drydockings or in the costs of any r

298、epairs carried out during the drydockings could have amaterial adverse effect on our profitability and our cash flows.We may not be able to accuratelypredict the time required to drydock any of our ships or any unanticipated problems that may arise.If more than one of our ships is required to be out

299、 of service at the same time,or if a ship isdrydocked longer than expected or if the cost of repairs during the drydocking is greater thanbudgeted,our results of operations and our cash flows,including cash available for distribution tounitholders,could be adversely affected.During the year ended De

300、cember 31,2015,the drydockingsof the Methane Alison Victoria,the Methane Shirley Elisabeth and the Methane Heather Sally werecompleted.The drydockings of the remainder of our vessels are expected to be carried out in 2016(2 vessels)and 2018(3 vessels),respectively.Delays in deliveries of GasLogs new

301、building vessels could adversely affect our business.We may expand our fleet by acquiring newly built vessels from GasLog pursuant to theomnibus agreement.The delivery of any newbuildings could be delayed,which would adverselyaffect our future growth,which is expected to be partly based on the acqui

302、sition of vessels fromGasLog.The completion and delivery of newbuildings could be delayed because of:quality or engineering problems;changes in governmental regulations or maritime self-regulatory organization standards;work stoppages or other labor disturbances at the shipyard;bankruptcy or other f

303、inancial crisis of the shipbuilder;a backlog of orders at the shipyard;political or economic disturbances;weather interference or a catastrophic event,such as a major earthquake or fire;requests for changes to the original vessel specifications;shortages of or delays in the receipt of necessary cons

304、truction materials,such as steel;the inability to finance the construction or conversion of the vessels;or the inability to obtain requisite permits or approvals.22An oversupply of LNG carriers may lead to a reduction in the charter hire rates we are able toobtain when seeking charters in the future

305、 which could adversely affect our results of operationsand cash flows.Driven in part by an increase in LNG production capacity,the market supply of LNG carriershas been increasing as a result of the construction of new ships.The development of liquefactionprojects in the United States and the antici

306、pated exports beginning in early 2016 has drivensignificant ordering activity.As of December 31,2015,the LNG carrier order book totaled145 vessels,and the delivered fleet stood at 427 vessels.We believe that this and any futureexpansion of the global LNG carrier fleet may have a negative impact on c

307、harter hire rates,shiputilization and ship values,which impact could be amplified if the expansion of LNG productioncapacity does not keep pace with fleet growth.If charter hire rates are lower when we are seeking new time charters,our revenues and cashflows,including cash available for distribution

308、 to unitholders,may decline.If an active short-term or spot LNG carrier charter market continues to develop,our revenues andcash flows may become more volatile and may decline following expiration or early termination ofour current charter arrangements.Most shipping requirements for new LNG projects

309、 continue to be provided on a multi-yearbasis,though the level of spot voyages and short-term time charters of less than 12 months induration has grown in the past few years.If an active short-term or spot charter market continues todevelop,we may enter into short-term time charters upon expiration

310、or early termination of ourcurrent charters,for any ships for which we have not secured charters,or for any ships we acquirefrom GasLog.As a result,our revenues and cash flows may become more volatile.In addition,anactive short-term or spot charter market may require us to enter into charters based

311、on changingmarket prices,as opposed to contracts based on fixed rates,which could result in a decrease in ourrevenues and cash flows,including cash available for distribution to unitholders,if we enter intocharters during periods when the market price for shipping LNG is depressed.Further technologi

312、cal advancements and other innovations affecting LNG carriers could reduce thecharter hire rates we are able to obtain when seeking new employment,and this could adverselyimpact the value of our assets.The charter rates,asset value and operational life of an LNG carrier are determined by anumber of

313、factors,including the ships efficiency,operational flexibility and physical life.Efficiencyincludes speed and fuel economy.Flexibility includes the ability to enter harbors,utilize relateddocking facilities and pass through canals and straits.Physical life is related to the original designand constr

314、uction,the ongoing maintenance and the impact of operational stresses on the asset.Shipand engine designs are continually evolving.At such time as newer designs are developed andaccepted in the market,these newer vessels may be found to be more efficient or more flexible orhave longer physical lives

315、 than ours.Competition from these more technologically advanced LNGcarriers and the older technology of our steam-powered(“Steam”)vessels(whose charters expire in2019 and 2020 unless the charterer exercises its extension option),as well as any vessels with oldertechnology which we acquire,could adve

316、rsely affect our ability to charter or re-charter our ships andthe charter hire rates we will be able to secure when we seek to charter or re-charter our ships,andcould also reduce the resale value of our ships.This could adversely affect our revenues and cashflows,including cash available for distr

317、ibution to unitholders.Risks associated with operating ocean-going ships could affect our business and reputation.The operation of ocean-going ships carries inherent risks.These risks include the possibility of:marine disaster;piracy;environmental accidents;23 adverse weather conditions;grounding,fi

318、re,explosions and collisions;cargo and property loss or damage;business interruptions caused by mechanical failure,human error,war,terrorism,disease andquarantine,or political action in various countries;and work stoppages or other labor problems with crew members serving on our ships.An accident in

319、volving any of our owned ships could result in any of the following:death or injury to persons,loss of property or environmental damage;delays in the delivery of cargo;loss of revenues from termination of charter contracts;governmental fines,penalties or restrictions on conducting business;litigatio

320、n with our employees,customers or third parties;higher insurance rates;and damage to our reputation and customer relationships generally.Any of these results could have a material adverse effect on our business,financial condition,results of operations and cash flows,including cash available for dis

321、tribution to unitholders.Changes in global and regional economic conditions could adversely impact our business,financialcondition,results of operations and cash flows.Weak global or regional economic conditions may negatively impact our business,financialcondition,results of operations and cash flo

322、ws in ways that we cannot predict.Our ability to expandour fleet will be dependent on our ability to obtain financing to fund the acquisition of additionalships.In addition,uncertainty about current and future global economic conditions may cause ourcustomers to defer projects in response to tighter

323、 credit,decreased capital availability and decliningcustomer confidence,which may negatively impact the demand for our ships and services and couldalso result in defaults under our current charters.Global financial markets and economic conditionshave been volatile in recent years and remain subject

324、to significant vulnerabilities.In particular,despite recent measures taken by the European Union,concerns persist regarding the debt burdenof certain Eurozone countries,including Greece,and their ability to meet future financial obligationsand the overall stability of the euro.Furthermore,a tighteni

325、ng of the credit markets may furthernegatively impact our operations by affecting the solvency of our suppliers or customers,whichcould lead to disruptions in delivery of supplies such as equipment for conversions,cost increases forsupplies,accelerated payments to suppliers,customer bad debts or red

326、uced revenues.Similarly,suchmarket conditions could affect lenders participating in our financing agreements,making themunable to fulfill their commitments and obligations to us.Any reductions in activity owing to suchconditions or failure by our customers,suppliers or lenders to meet their contract

327、ual obligations tous could adversely affect our business,financial position,results of operations and ability to makecash distributions to our unitholders.GasLog LNG Services,our vessels management company,and a substantial number of its staffare located in Greece.The current economic instability in

328、 Greece could disrupt our operations andhave an adverse effect on our business.We have sought to minimize this risk and preserveoperational stability by carefully developing staff deployment plans,an information technologyrecovery site,an alternative ship to shore communications plan and funding mec

329、hanisms.While webelieve these plans,combined with the international nature of our operations,will mitigate theimpact of any disruption of operations in Greece,we cannot assure you that these plans will beeffective in all circumstances.24Disruptions in world financial markets could limit our ability

330、to obtain future debt financing orrefinance existing debt.Global financial markets and economic conditions have been disrupted and volatile in recentyears.Credit markets as well as the debt and equity capital markets were exceedingly distressed andat certain times in recent years it was difficult to

331、 obtain financing and the cost of any availablefinancing increased significantly.If global financial markets and economic conditions significantlydeteriorate in the future,we may experience difficulties obtaining financing commitments,includingcommitments to refinance our existing debt as substantia

332、l balloon payments come due under ourcredit facilities,in the future if lenders are unwilling to extend financing to us or unable to meettheir funding obligations due to their own liquidity,capital or solvency issues.As a result,financingmay not be available on acceptable terms or at all.If financin

333、g is not available when needed,or isavailable only on unfavorable terms,we may be unable to meet our future obligations as they comedue.Our failure to obtain the funds for these capital expenditures could have a material adverseeffect on our business,financial condition,results of operations and cash flows,including cashavailable for distribution to unitholders.In the absence of available financin