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Basis of Presentation and General Information
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and General Information

1. Basis of Presentation and General Information

 

Capital Clean Energy Carriers Corp. (the “Company or CCEC”) is an international owner of ocean-going vessels, with a focus on the energy transition. As of December 31, 2024, Company’s in-the-water fleet included 17 high specification vessels, including 12 latest generation Liquified Natural Gas Carriers (“LNG/Cs”) and five legacy Neo-Panamax container vessels two of which we have agreed to sell by the first quarter of 2025 (Note 3). In addition, our under-construction fleet includes six additional latest generation LNG/Cs, six dual-fuel Medium Gas Carriers (“MGCs”) and four Handy Liquified CO2 Multi-Gas Carriers (“LCO2 – HMGC”), to be delivered between the first quarter of 2026 and the third quarter of 2027. The Company’s vessels operate under medium to long-term time and bareboat charters.

 

The Company was originally formed on January 16, 2007, as a Marshall Islands limited partnership with the name Capital Product Partners L.P. (the “Partnership” or “CPP”). On August 26, 2024, (the “Effective Date”), the Partnership converted from a Marshall Islands limited partnership to a Marshall Islands corporation and changed its name to Capital Clean Energy Carriers Corp. (the “Conversion”). The Conversion and the name change were approved by the majority of the Partnership’s unitholders, the conflicts committee of the Partnership’s board of directors, the Partnership’s full board of directors and the Partnership’s general partner, Capital GP L.L.C. (the “CGP”). As a result of the Conversion the following changes to the capital structure and corporate governance, among others, occurred:

(i) each common unit of the Partnership outstanding immediately prior to the Effective Date was converted into one common share of CCEC with par value of $0.01 per share (the “common shares”);

(ii) the 348,570 general partner units and the general partner’s incentive distribution rights, in each case, outstanding immediately prior to the Effective Date were converted into an aggregate of 3,500,000 common shares;

(iii) CGP gave up its existing management and consent rights with respect to CPP, including its right to appoint three directors to CPP’s board of directors and its veto rights over, among other things, approval of mergers, consolidations and other significant corporate transactions and amendments to CPP’s governing documents;

(iv) following the Conversion, the board of directors consist of eight directors, a majority of which are “independent” in accordance with Nasdaq rules; and

(v) until Capital Maritime & Trading Corp. (“CMTC”) and its affiliates cease to own at least 25% of the outstanding common shares, CMTC and its affiliates will have the right to nominate three out of the eight directors to the board. If the holdings of CMTC and its affiliates fall below 25% but remain above 15% of the outstanding common shares, CMTC and its affiliates thereafter will have the right to nominate two out of eight directors to the board. If the holdings of CMTC and its affiliates fall below 15% but remain above 5% of the outstanding common shares, CMTC and its affiliates thereafter will have the right to nominate one out of eight directors to the board. If the holdings of CMTC and its affiliates fall below 5%, CMTC thereafter will no longer have any rights to nominate directors to the board. The remaining members of the board of directors will be nominated by CCEC’s nominating committee and all directors will be elected by majority vote of the holders of common shares (including CMTC and its affiliates), other than in a contested election, in which the election of directors will be by a plurality vote.

 

The Conversion is deemed a continuation of the existence of the Partnership in the form of a Marshall Islands corporation, with the existence of the Company deemed to have commenced on the date the Partnership commenced its existence. Following the Conversion the Company’s common shares are trading on the Nasdaq Global Select Market under the name “Capital Clean Energy Carriers Corp.” with the ticker symbol CCEC.

 

Except where the context otherwise requires, references herein to CCEC or the Company for periods prior to the Conversion are to CPP, and references to common shares for periods prior to the Conversion are to common units of CPP. The financial impact of the Conversion reflected in the audited consolidated financial statements contained herein consisted of (i) reclassifications from partnership equity accounts to equity accounts reflective of a corporation and (ii) the recognition of a deemed dividend relating to the conversion of 348,570 general partner units and the general partner’s incentive distribution rights into 3,500,000 common shares (Note 14).

 

On November 13, 2023, the Company announced its intention to shift its business focus towards LNG and energy transition shipping and gradually divest from its non-core container vessels. Since December 2023, we have completed or entered into memoranda of agreement for the sale of 12 container vessels as set forth in the following table:

 

 

                 
Name of Vessel   Type   TEU   Memorandum of Agreement Date   Delivery/Expected Delivery
M/V Akadimos   Neo Panamax Container Vessel   9,288   January 31, 2024   March 8, 2024
M/V Long Beach Express   Panamax Container Vessel   5,089   December 15, 2023   February 26, 2024
M/V Seattle Express   Panamax Container Vessel   5,089   February 14, 2024   April 26, 2024
M/V Fos Express   Panamax Container Vessel   5,089   February 14, 2024   May 3, 2024
M/V Athenian   Neo Panamax Container Vessel   9,954   March 1, 2024   April 22, 2024
M/V Athos   Neo Panamax Container Vessel   9,954   March 1, 2024   April 22, 2024
M/V Aristomenis   Neo Panamax Container Vessel   9,954   March 1, 2024   May 3, 2024
M/V Hyundai Premium   Neo Panamax Container Vessel   5,023   September 12, 2024   November 22, 2024
M/V Hyundai Paramount   Neo Panamax Container Vessel   5,023   September 12, 2024   December 20, 2024
M/V Hyundai Prestige   Neo Panamax Container Vessel   5,023   September 12, 2024   December 5, 2024
M/V Hyundai Privilege   Neo Panamax Container Vessel   5,023   September 12, 2024   January 10, 2025
M/V Hyundai Platinum   Neo Panamax Container Vessel   5,023   September 12, 2024   March 10, 2025

 

 

We determined that the assets and liabilities, results of operations and cash flows of these 12 container vessels met the criteria to be reported in discontinued operations. Please also refer to Note 3 Discontinued Operations.

 

 

 

1. Basis of Presentation and General Information - Continued

 

As of December 31, 2024, the consolidated financial statements include Capital Clean Energy Carriers Corp. and the following wholly owned significant subsidiaries which were all incorporated or formed under the laws of the Marshall Islands, Liberia or Cyprus.

Subsidiary Date of Incorporation Name of Vessel Owned by Subsidiary Deadweight (“DWT”) Date acquired by the Company / Estimated delivery date Date acquired by CMTC or CGC Operating Corp. (“CGC”)
Capital Product Operating LLC 01/16/2007
CPLP Shipping Holdings PLC 08/14/2021
CPLP Gas Operating Corp. 08/24/2021
Patroklos Marine Corp. 06/17/2008 M/V Cape Agamemnon (2) 179,221 06/09/2011 01/25/2011
Agamemnon Container Carrier Corp. 04/19/2012 M/V Agamemnon (3) 108,892 12/22/2012 06/28/2012
Archimidis Container Carrier Corp. 04/19/2012 M/V Archimidis (3) 108,892 12/22/2012 06/22/2012
Anax Container Carrier S.A. 04/08/2011 M/V Hyundai Prestige(1) 63,010 09/11/2013 02/19/2013
Hercules Container Carrier S.A. 04/08/2011 M/V Hyundai Premium(1) 63,010 03/20/2013 03/11/2013
Iason Container Carrier S.A. 04/08/2011 M/V Hyundai Paramount(1) 63,010 03/27/2013 03/27/2013
Thiseas Container Carrier S.A. 04/08/2011 M/V Hyundai Privilege(4) 63,010 09/11/2013 05/31/2013
Cronus Container Carrier S.A. 07/19/2011 M/V Hyundai Platinum(4) 63,010 09/11/2013 06/14/2013
Dias Container Carrier S.A. 05/16/2013 M/V Akadimos(1) 115,534 06/10/2015 06/10/2015
Deka Container Carrier S.A. 03/28/2017 M/V Athenian(1) 118,834 01/22/2020 04/28/2017
Jupiter Container Carrier S.A. 03/28/2017 M/V Athos(1) 118,888 01/23/2020 05/19/2017
Nikitis Container Carrier S.A. 03/28/2017 M/V Aristomenis(1) 118,712 01/23/2020 06/27/2017
Neos Container Carriers Corp. 09/04/2020 M/V Long Beach Express(1) 68,618 02/25/2021 01/07/2021
Maistros Container Carriers Corp. 09/04/2020 M/V Seattle Express(1) 68,411 02/25/2021 01/07/2021
Filos Container Carriers Corp. 09/04/2020 M/V Fos Express(1) 68,579 02/25/2021 01/07/2021
Panormos Container Carrier S.A. 12/17/2020 M/V Manzanillo Express 142,411 10/12/2022 10/12/2022
Ektoras Container Carrier S.A. 12/17/2020 M/V Itajai Express 142,411 01/10/2023 01/10/2023
Monos Container Carrier S.A. 02/05/2021 M/V Buenaventura Express 142,411 06/20/2023 06/20/2023
Assos Gas Carrier Corp. 07/16/2018 LNG/C Aristos I 81,978 09/03/2021 11/12/2020
Dias Gas Carrier Corp. 07/16/2018 LNG/C Aristarchos 81,956 09/03/2021 06/15/2021
Atrotos Gas Carrier Corp. 07/16/2018 LNG/C Aristidis I 81,898 12/16/2021 01/04/2021
Poseidon Gas Carrier Corp. 07/16/2018 LNG/C Attalos 81,850 11/18/2021 08/13/2021
Maximus Gas Carrier Corp. 04/10/2019 LNG/C Asklipios 81,882 11/18/2021 09/29/2021
Kronos Gas Carrier Corp. 02/04/2019 LNG/C Adamastos 82,095 11/29/2021 08/23/2021
Hermes Gas Carrier Corp. 07/05/2019 LNG/C Asterix I 81,932 02/17/2023 02/17/2023
Omega Gas Carriers Corp. 06/18/2021 LNG/C Amore Mio I 82,076 12/21/2023 10/31/2023
Beta Gas Carriers Corp. 06/18/2021 LNG/C Axios II 82,271 01/02/2024 01/02/2024
Romanos Gas Carrier Corp. 11/01/2021 LNG/C Assos 82,306 05/31/2024 05/31/2024
Leon Gas Carrier Corp. 11/01/2021 LNG/C Apostolos 82,068 06/05/2024 06/05/2024
Taurus Gas Carrier Corp. 11/01/2021 LNG/C Aktoras 82,194 06/28/2024 06/28/2024
Aqua Gas Carrier Corp. 01/17/2023 LNG/C Alcaios I (Hull – 8202) (5) 09/2026 (6)
Mare Gas Carrier Corp. 01/17/2023 LNG/C Antaios I (Hull – 8203) (5) 11/2026 (6)
Polis Gas Carrier Corp. 03/27/2023 LNG/C Athlos (Hull – 8206) (5) 02/2027 (6)
Elpis Gas Carrier Corp. 03/27/2023 LNG/C Archon (Hull – 8207) (5) 03/2027 (6)
Áison Gas Carriers Corp. 03/28/2024 MG/C Agenor (Hull - 8427) (5) 05/2027 (6)
Alvis Gas Carriers Corp. 03/28/2024 MG/C Aridaios (Hull - 8425) (5) 09/2026 (6)
Daidalos Carriers Corp. 06/21/2023 LCO2 - HMG/C Amadeus (Hull - 8399) (5) 04/2026 (6)
Iason Gas Carriers Corp. 03/07/2024 MG/C Andrianos (Hull - S1111) (5) 03/2027 (6)
Ifaistos Carriers Corp. 01/29/2024 LCO2 - HMG/C Alkimos (Hull - 8404) (5) 09/2026 (6)
Ikaros Carriers Corp. 06/21/2023 LCO2 - HMG/C Active (Hull - 8398) (5) 01/2026 (6)
Leandros Carriers Corp. 01/29/2024 LCO2 - HMG/C Athenian (Hull - 8405) (5) 11/2026 (6)
Menelaos Gas Carriers Corp. 03/07/2024 MG/C Anios (Hull - S1112) (5) 07/2027 (6)
Omiros Gas Carriers Corp. 03/28/2024 MG/C Aratos (Hull - 8426) (5) 02/2027 (6)
Venus Gas Carriers Corp. 03/28/2024 MG/C Aristogenis (Hull - 8424) (5) 06/2026 (6)

 

 

 

 

 

(1) Vessels were disposed in 2024

 

(2) Vessel was disposed in 2023

 

(3) Vessels were disposed in 2022
(4) Vessels agreed to be disposed in 2025
(5) Vessels are under construction
(6) Estimated delivery dates for newbuild vessels as of December 31, 2024