SEC Comment Letter for Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326) (CCEC) — Mar 23, 2007
Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326)
Date: March 23, 2007 · CIK: 0001392326 · Accession: 0000000000-07-014998
AI Filing Summary & Sentiment
File numbers found in text: 333-141422
Referenced dates: March 15, 2007
Letter
March 23, 2007 Mr. Evangelos M. Marinakis c/o CT Corporation System 111 Eighth Avenue, 13th Floor New York, New York 10011
Re: Capital Product Partners L.P. Registration Statement on Form F-1 Filed March 19, 2006 File No. 333-141422
Dear Mr. Marinakis:
We have reviewed your responses to the comments in our letter dated March 15, 2007 and have the following additional comments. Please not e that all page refere nces below correspond to the marked version of your filing provided by counsel.
General
1. We reissue comment 1 of our letter dated Ma rch 15, 2007. Please iden tify Capital Maritime as an underwriter on the cover of the pros pectus and in the Underwriting section. Disclosure indicating that Capital Maritime “may be deemed to be” an underwriter is not sufficient.
Underwriting
NASD Regulations, page 190
2. We note that 10% or more of the net pro ceeds of the offering may be paid to members or affiliates of members of NASD. If this is a result of Capital Maritime using offering proceeds to pay down loans from certain of th e underwriters or their affiliates, please revise the Use of Proceeds section in both the summary section and on page 46 to explain this and to name the affiliates to whom the proceeds will be paid. Make corresponding changes to this section, as well. If this section was revised for some other reason, please advise.
Exhibit 8.1—Tax Opinion
3. While we note your response to comment 3 of our letter dated March 15, 2007, it does not appear that you made corresponding changes to your tax opinion. Revise accordingly or advise.
Mr. Evangelos M. Marinakis Capital Product Partners L.P. March 23, 2007 Page 2
**********
Closing
As appropriate, please amend the registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested supplemental information. Detailed cover letters greatly fa cilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 a nd 461 regarding requesting acceleration of a registration statement. Please allow adequate ti me after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Direct any questions on the financial statements and related disclosure to Beverly Singleton at (202) 551-3328, or Joseph Foti, at (202) 551-3816. Direct any other ques tions to H. Yuna Peng at (202) 551-3391, or in her absence to Sara Kalin at (202) 551-3454.
Sincerely,
S a r a K a l i n
B r a n c h C h i e f
Show Raw Text
March 23, 2007
Mr. Evangelos M. Marinakis
c/o CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Re: Capital Product Partners L.P.
Registration Statement on Form F-1
Filed March 19, 2006
File No. 333-141422
Dear Mr. Marinakis:
We have reviewed your responses to the comments in our letter dated March 15, 2007 and
have the following additional comments. Please not e that all page refere nces below correspond to
the marked version of your filing provided by counsel.
General
1. We reissue comment 1 of our letter dated Ma rch 15, 2007. Please iden tify Capital Maritime
as an underwriter on the cover of the pros pectus and in the Underwriting section.
Disclosure indicating that Capital Maritime “may be deemed to be” an underwriter is not
sufficient.
Underwriting
NASD Regulations, page 190
2. We note that 10% or more of the net pro ceeds of the offering may be paid to members
or affiliates of members of NASD. If this is a result of Capital Maritime using offering
proceeds to pay down loans from certain of th e underwriters or their affiliates, please
revise the Use of Proceeds section in both the summary section and on page 46 to
explain this and to name the affiliates to whom the proceeds will be paid. Make
corresponding changes to this section, as well. If this section was revised for some other reason, please advise.
Exhibit 8.1—Tax Opinion
3. While we note your response to comment 3 of our letter dated March 15, 2007, it does
not appear that you made corresponding changes to your tax opinion. Revise accordingly or advise.
Mr. Evangelos M. Marinakis
Capital Product Partners L.P.
March 23, 2007
Page 2
**********
Closing
As appropriate, please amend the registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested supplemental information. Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your amendment and
responses to our comments.
We direct your attention to Rules 460 a nd 461 regarding requesting acceleration of a
registration statement. Please allow adequate ti me after the filing of any amendment for further
review before submitting a request for acceleration. Please provide this request at least two
business days in advance of the requested effective date.
Direct any questions on the financial statements and related disclosure to Beverly Singleton
at (202) 551-3328, or Joseph Foti, at (202) 551-3816. Direct any other ques tions to H. Yuna Peng
at (202) 551-3391, or in her absence to Sara Kalin at (202) 551-3454.
Sincerely,
S a r a K a l i n
B r a n c h C h i e f
cc: Via Facsimile
Gregory M. Shaw, Esq.
011 44 207 860 1150