News Release

News Release Crude Carriers Corp May 5, 2011

Athens, Greece – May 5, 2011 – Crude Carriers Corp. (“Crude Carriers” or the “Company”)
announced today that it entered into a definitive agreement to merge with Capital Product
Partners L.P. (“CPLP”). Under the terms of the merger agreement, CPLP would acquire Crude
Carriers in a unit-for-share transaction with Crude Carriers shareholders receiving 1.56 CPLP
common units for each Crude Carriers share. Based on a CPLP unit closing price of $11.27 on
May 4, 2011, and the 1.56 exchange ratio, the transaction is valued at $17.58 per Crude Carriers
share, which is a substantial premium of 35.3% to the Crude Carriers closing share price of
$12.99 on May 4, 2011. Based on vessel appraisals received by the Company from independent
shipbrokers as of March 31, 2011, the $17.58 per share transaction value paid to Crude Carriers
shareholders is in excess of the Company’s per share Net Asset Value (“NAV”) calculated at the
midpoint of those appraisals. The merger was negotiated by certain of the members of the
Company’s Independent Directors’ Committee, which negotiated the terms of the merger
agreement, approved the transaction and recommended it to the Company’s Board of Directors,
which in turn unanimously approved the transaction.
CPLP will be the surviving entity in the merger and will continue to be structured as a master
limited partnership with its common units trading on the Nasdaq Global Market. CPLP currently
pays a distribution of $0.2325 per common unit per quarter, or $0.93 per common unit on an
annualized basis. Importantly, CPLP will remain a corporation for U.S. tax purposes and,
accordingly, holders of CPLP common units will continue to receive Form 1099 information.
The consummation of the merger is subject to approval by the holders of a majority of the voting
power of Crude Carriers Common Stock voting together as a single class; by the sole holder of
the Company’s Class B Stock, voting as a separate class; and by a majority of shares of Crude
Carriers Common Stock held by unaffiliated shareholders who are not affiliates of either Crude
Carriers or CPLP, voting separately. Evangelos M. Marinakis, Chairman of the Board and CEO,
Ioannis E. Lazaridis, President, Gerasimos G. Kalogiratos, CFO, and Crude Carriers Investments
Corp., holder of all of the Company’s Class B Stock, have entered into a support agreement
pursuant to which they have agreed to vote their shares in favor of the transaction. The
consummation of the merger is also subject to other customary closing conditions.
Unitholders in the merged entity will benefit from the combined strengths and successful track
records of the two entities creating a leader in the product and crude tanker sectors. CPLP
operates a large, diversified, ultra-modern high specification tanker fleet, which, following the
merger, is expected to be the eighth-largest U.S. listed tanker shipping company by dwt and to
have the youngest fleet among U.S. listed tanker companies, with a weighted average age (by
dwt) of 3.2 years as of May 5, 2011. Following a separate acquisition by CPLP of the dry cargo
M/V Cape Agamemnon, the pro forma combined fleet will comprise two VLCCs, four
Suezmaxes, 18 MR Product tankers, two smaller product tankers and one Capesize dry cargo
vessel. Unitholders in the merged entity will benefit from a more stable revenue stream as 19 out
of CPLP’s 21 vessels are currently on medium to longer term time charters. The combined fleet
will be commercially and technically managed by Capital Maritime & Trading Corp., CPLP’s
sponsor (“Capital Maritime”), and will benefit from the extensive network of relationships of
Capital Maritime with oil majors and major traders, its established safety and technical track
record in both the product and crude tanker space, as well as from its cost efficient, high quality
technical management.
“We are very pleased that the boards of these two companies have approved this combination,
which has received the support of its founding shareholder, Crude Carriers Investment Corp., and
the senior management of the Company,” commented Mr. Evangelos Marinakis, Chairman and
CEO of Crude Carriers. “We believe that the agreed unit per share exchange ratio is attractive for
our shareholders as it translates to a premium of 35.3% based on the latest Crude Carriers share
price and is at a premium to its NAV based on the latest closing unit price of CPLP. The
shareholders of Crude Carriers should receive attractive distributions based on the $0.93 per
common unit annual distribution guidance of CPLP, which translates to $1.45 per Crude Carriers
share under the agreed exchange ratio. The merger will result in Crude Carriers’ shareholders
becoming part of one of the larger U.S. listed tanker companies, with a pro forma market
capitalization of approximately $800 million and a pro forma public float in excess of $500
million. The combined fleet will be diversified in both the product and crude tanker space, while
retaining the benefits of a close relationship with Capital Maritime. As a result, the new
unitholders of CPLP can expect strong growth prospects.”
Conference Call and Webcast
Today, May 5th 2011, at 10:00 a.m. Eastern Daylight Time (U.S.), the Company will host an
interactive conference call jointly with Capital Product Partners L.P.
Participants should dial into the call 10 minutes before the scheduled time using the following
numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or +(44) 1452 542
301 (from outside the US). Please quote “Capital Product Partners.”
A replay of the conference call will be available until May 12, 2011. The United States replay
number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay
number is (+44) 1452 550 000 and the access code required for the replay is: 69648481#
There will also be a simultaneous live webcast over the Internet, through the Capital Product
Partners website, www.capitalpplp.com. Participants in the live webcast should register on the
website approximately 10 minutes prior to the start of the webcast.
Pro Forma Combined Fleet
Vessel Name DWT Charterer
Year/Place
Built
Type of Vessel
Alexander the
Great
297,958
Shell International
Trading & Shipping
Co. Ltd.
2010, Japan
VLCC
Achilleas 297,863
Shell International
Trading & Shipping
Co. Ltd.
2010, Japan
Miltiadis M II 162,397 Spot 2006, S. Korea
Ice Class 1A Crude
Oil / Products
Suezmax
Amore Mio II 159,982
Capital Maritime &
Trading Corp.
2001, S. Korea
Crude Oil
Suezmax
Amoureux 150,393
Shell International
Trading & Shipping
Co. Ltd.
2008, Japan
Aias 150,096
Shell International
Trading & Shipping
Co. Ltd.
2008, Japan
Ayrton II 51,260 BP Shipping Limited 2009, S. Korea
IMO II/III
Chem./Prod.
Alexandros II 51,258
Overseas Shipholding
Group Inc.
2008, S. Korea
Agamemnon II 51,238 BP Shipping Limited 2008, S. Korea
Aristotelis II 51,226
Overseas Shipholding
Group Inc.
2008, S. Korea
Aris II 51,218
Overseas Shipholding
Group Inc.
2008, S. Korea
Axios 47,872 Petroleo Brasileiro S.A. 2007, S. Korea
Ice Class 1A IMO
II/III Chemical/
Product
Assos 47,872
Arrendadora Ocean
Mexicana, S.A. de C.V.
2006, S. Korea
Avax 47,834 BP Shipping Limited 2007, S. Korea
Atrotos 47,786
Arrendadora Ocean
Mexicana, S.A. de C.V.
2007, S. Korea
Anemos I 47,782 Petroleo Brasileiro S.A. 2007, S. Korea
Apostolos 47,782 BP Shipping Limited 2007, S. Korea
Akeraios 47,781 BP Shipping Limited 2007, S. Korea
Atlantas 36,760 BP Shipping Limited 2006, S. Korea
Agisilaos 36,760
Capital Maritime &
Trading Corp.
2006, S. Korea
Aktoras 36,759 BP Shipping Limited 2006, S. Korea
Aiolos 36,725 BP Shipping Limited 2007, S. Korea
Arionas 36,725
Capital Maritime &
Trading Corp.
2006, S. Korea
Alkiviadis 36,721
Capital Maritime &
Trading Corp.
2006, S. Korea
Attikos 12,000 Spot 2005, PRC
Chem./Prod.
Aristofanis 12,000 Spot 2005, PRC
Cape
Agamemnon
179,221
Cosco Bulk Carrier Co.
Ltd
2010, S. Korea
Capesize Dry
Cargo
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. The proposed merger transaction between
Crude Carriers and CPLP will be submitted to the shareholders of Crude Carriers for their
consideration. CPLP will file with the Securities and Exchange Commission (“SEC”) a
registration statement on Form F-4 that will include a proxy statement of Crude Carriers that also
constitutes a prospectus of CPLP. Crude Carriers and CPLP also plan to file other documents
with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS
OF CRUDE CARRIERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders
will be able to obtain free copies of the proxy statement/prospectus and other documents
containing important information about Crude Carriers, once such documents are filed with the
SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Crude Carriers will be available free of charge on Crude
Carriers’ website at www.crudecarrierscorp.com under the tab “Investor Relations” or by
contacting Crude Carriers’ Investor Relations Department at (212) 661-7566.
Crude Carriers and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Crude Carriers in connection
with the proposed transaction. Information about the directors and executive officers of Crude
Carriers is set forth in its Annual Report on Form 20-F, which was filed with the SEC on April
18, 2011. This document can be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
The Independent Directors’ Committee has retained Jefferies & Company, Inc. as its financial
advisor and Jones Day as it legal counsel. Evercore Partners acted as the financial advisor to
CPLP and Akin Gump Strauss Hauer & Feld LLP served as its legal advisor. Sullivan &
Cromwell LLP has served as legal counsel to Capital Maritime in the transaction.
Cautionary Statement Regarding Forward-Looking Statements:
This communication contains “forward-looking statements” within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect Crude Carriers’ current beliefs, expectations or intentions regarding
future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”
“continue,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, statements with respect to our
expectations with respect to the synergies, costs and other anticipated financial impacts of the
proposed transaction; future financial and operating results of the combined company; the
combined company’s plans, objectives, expectations, growth prospects and intentions with
respect to future operations and services; expected distributions; approval of the proposed
transaction by Crude Carriers’ shareholders and obtaining any necessary consents; the
satisfaction of the closing conditions to the proposed transaction; and the timing of the
completion of the proposed transaction. Included among the important factors that, in our view,
could cause actual results to differ materially from the forward looking statements contained in
this press release are the following: (i) conditions in global capital and financial markets;
(ii) conditions affecting the spot market for crude and the other products transported by Crude
Carriers and CPLP and the markets generally for crude and these other products; and (iii) other
factors listed from time to time under “Risk Factors” and other sections of our public filings with
the SEC including, without limitation, Crude Carriers’ Annual Report on Form 20-F. We make
no prediction or statement about the performance of shares.
All forward-looking statements involve significant risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements, many of which are
generally outside the control of Crude Carriers and are difficult to predict. Examples of such
risks and uncertainties include, but are not limited to, (i) the possibility that the proposed
transaction is delayed or does not close, including due to the failure to receive required
stockholder approvals, the taking of governmental action (including the passage of legislation) to
block the transaction, or the failure of other closing conditions, and (ii) the possibility that the
expected synergies will not be realized, or will not be realized within the expected time period,
because of, among other things, the leverage of the combined company, the ability to obtain
financing and to refinance the combined company’s debt, the impact of labor relations, global
economic conditions, fluctuations in exchange rates, competitive actions taken by other shipping
companies, terrorist attacks, natural disasters, actions taken or conditions imposed by
governments or other regulatory matters, excessive taxation, and the availability and cost of
insurance.
Crude Carriers cautions that the foregoing list of factors is not exclusive. Additional information
concerning these and other risk factors is contained in Crude Carriers’ most recently filed Annual
Report on Form 20-F, recent Reports of Foreign Private Issuer on Form 6-K, and other SEC
filings. All subsequent written and oral forward-looking statements concerning Crude Carriers,
the proposed transaction or other matters and attributable to Crude Carriers or any person acting
on their behalf are expressly qualified in their entirety by the cautionary statements above. Crude
Carriers does not undertake any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after the date hereof.
About Crude Carriers Corp.
Crude Carriers Corp. (NYSE: CRU) is a Marshall Islands corporation focusing on the maritime
transportation of crude oil cargoes. The company owns a modern, high specification fleet of
crude oil tankers, which currently comprises two VLCC (Very Large Crude Carrier) and three
Suezmax tankers. The Company’s fleet is employed in the crude oil spot tanker market. Crude
Carriers Corp.’s common shares trade on The New York Stock Exchange under the symbol
“CRU”.
For more information about the Company, please visit our website: www.crudecarrierscorp.com
For further information please contact:
Company contacts:
Ioannis Lazaridis, President
+30 (210) 4584 950
i.lazaridis@crudecarrierscorp.com
Jerry Kalogiratos, Chief Financial Officer
+30 (210) 4584 950
j.kalogiratos@crudecarrierscorp.com
Investor Relations / Media:
Nicolas Bornozis, President
Matthew Abenante
Capital Link, Inc.
230 Park Avenue – Suite 1536
New York, NY 10160, USA
Tel: (212) 661-7566
Fax: (212) 661-7526
E-mail: crudecarriers@capitallink.com
www.capitallink.com