SEC Comment Letter for Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326) (CCEC) — Nov 14, 2011
Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326)
Date: Nov. 14, 2011 · CIK: 0001392326 · Accession: 0000000000-11-065856
AI Filing Summary & Sentiment
File numbers found in text: 333-177491
Letter
November 14, 2011 Via Email
Ioannis E. Lazaridis Chief Executive Officer Capital GP L.L.C. 3 Iassonos Street Piraeus, 18537 Greece Re: Capital Product Partners L.P. Registration Statement on Form F-3 Filed October 25, 2011 File No. 333-177491 Dear Mr. Lazaridis:
We have limited our review of your registra tion statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. General
1. Please revise to name the subsidiary guarant ors as co-registrants and include signature pages for each of the co-registran ts in your next amendment.
2. Please revise the prospectus to includ e a description of the guarantees. Exhibit 5.1
3. We note that the opinion is limited to the laws of the Marshall Islands. To the extent that any subsidiary guarantor is organized or in corporated in a jurisdiction other than the Marshall Islands, please have c ounsel revise its opinion to also cover the laws of the jurisdiction in which the subsidiary guar antor is organized or incorporated or, alternatively, obtain separate opinions.
Ioannis E. Lazaridis Capital GP L.L.C. November 14, 2011 Page 2 4. In this regard, an opinion that a guaran tee is a binding obliga tion of the guarantor necessarily encompasses the opinion that the guarantor is validly existing, has the power to create the obligation, and has taken the re quired steps to author ize entering into the obligation. Please have counsel revise the carryover paragr aph at the top of page two accordingly. Refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings , for guidance.
5. Refer to assumption (ii) in the second to last paragraph on page 2. It appears this assumption is inappropriate to make in a qua lified opinion at this time. Please have counsel revise accordingly.
Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551-3642 with any questions you may have. Sincerely,
/s/ Loan Lauren P. Nguyen
Loan Lauren P. Nguyen S p e c i a l C o u n s e l cc: Jay Clayton, Esq. Sullivan & Cromwell LLP
Show Raw Text
November 14, 2011
Via Email
Ioannis E. Lazaridis Chief Executive Officer Capital GP L.L.C. 3 Iassonos Street Piraeus, 18537 Greece
Re: Capital Product Partners L.P.
Registration Statement on Form F-3 Filed October 25, 2011
File No. 333-177491
Dear Mr. Lazaridis:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. Please revise to name the subsidiary guarant ors as co-registrants and include signature
pages for each of the co-registran ts in your next amendment.
2. Please revise the prospectus to includ e a description of the guarantees.
Exhibit 5.1
3. We note that the opinion is limited to the laws of the Marshall Islands. To the extent that
any subsidiary guarantor is organized or in corporated in a jurisdiction other than the
Marshall Islands, please have c ounsel revise its opinion to also cover the laws of the
jurisdiction in which the subsidiary guar antor is organized or incorporated or,
alternatively, obtain separate opinions.
Ioannis E. Lazaridis
Capital GP L.L.C. November 14, 2011 Page 2
4. In this regard, an opinion that a guaran tee is a binding obliga tion of the guarantor
necessarily encompasses the opinion that the guarantor is validly existing, has the power
to create the obligation, and has taken the re quired steps to author ize entering into the
obligation. Please have counsel revise the carryover paragr aph at the top of page two
accordingly. Refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings , for guidance.
5. Refer to assumption (ii) in the second to last paragraph on page 2. It appears this
assumption is inappropriate to make in a qua lified opinion at this time. Please have
counsel revise accordingly.
Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551-3642 with any
questions you may have.
Sincerely,
/s/ Loan Lauren P. Nguyen
Loan Lauren P. Nguyen S p e c i a l C o u n s e l
cc: Jay Clayton, Esq.
Sullivan & Cromwell LLP