0000902664-16-004956.txt : 20160121 0000902664-16-004956.hdr.sgml : 20160121 20160121151114 ACCESSION NUMBER: 0000902664-16-004956 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160121 DATE AS OF CHANGE: 20160121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hoegh LNG Partners LP CENTRAL INDEX KEY: 0001603016 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88293 FILM NUMBER: 161353348 BUSINESS ADDRESS: STREET 1: SUITE 616, 48 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-295-6815 MAIL ADDRESS: STREET 1: SUITE 616, 48 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 11 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oceanic Investment Management LTD CENTRAL INDEX KEY: 0001438258 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ST GEORGES COURT STREET 2: UPPER CHURCH STREET CITY: DOUGLAS STATE: Y8 ZIP: IM1 1EE BUSINESS PHONE: 44-1624-643155 MAIL ADDRESS: STREET 1: ST GEORGES COURT STREET 2: UPPER CHURCH STREET CITY: DOUGLAS STATE: Y8 ZIP: IM1 1EE SC 13G/A 1 p16-0203sc13ga.htm OCEANIC INVESTMENT MANAGEMENT LTD

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Höegh LNG Partners LP

(Name of Issuer)
 

Common Units, $20.00 per common unit

(Title of Class of Securities)
 

Y3262R100

(CUSIP Number)
 

January 20, 2016

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 14 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. Y3262R10013G/APage 2 of 14 pages
 

 

1

NAME OF REPORTING PERSON

Oceanic Hedge Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

607,863

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

607,863

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

607,863

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.620%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. Y3262R10013G/APage 3 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Oceanic Opportunities Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,339,992

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,339,992

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,339,992

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.185%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. Y3262R10013G/APage 4 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Oceanic CL Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

48,892

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

48,892

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

48,892

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.372%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. Y3262R10013G/APage 5 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Oceanic Investment Management Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Isle of Man

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,996,747

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,996,747

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,996,747

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.177%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. Y3262R10013G/APage 6 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Tufton Oceanic (Isle of Man) Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Isle of Man

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,996,747

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,996,747

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,996,747

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.177%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. Y3262R10013G/APage 7 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Oceanic Opportunities GP Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,339,992

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,339,992

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,339,992

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.185%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. Y3262R10013G/APage 8 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Oceanic CL GP Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

48,892

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

48,892

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

48,892

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.372%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. Y3262R10013G/APage 9 of 14 pages
 

 

 

1

NAME OF REPORTING PERSON

Cato Brahde

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Norway

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,996,747

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,996,747

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,996,747

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.177%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. Y3262R10013G/APage 10 of 14 pages
 

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Höegh LNG Partners LP (the "Partnership").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Partnership's principal executive office is located at 2 Reid Street, Hamilton, HM 11, Bermuda.

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:
   
  (i) Oceanic Hedge Fund, a Cayman Islands Open Ended Investment Company ("Oceanic"), with respect to the Common Units (as defined in Item 2(d) below) directly owned by it;
   
  (ii) Oceanic Opportunities Master Fund, L.P., a Delaware limited partnership (the "Master Fund", and together with Oceanic, the "Funds"), with respect to the Common Units directly owned by it;
   
  (iii) Oceanic CL Fund LP, a Cayman Islands Exempted Limited Partnership ("CL Fund"), with respect to the Common Units directly owned by it;
   
  (iv) Oceanic Investment Management Limited, an Isle of Man Company (the "Manager"), with respect to the Common Units directly owned by the Funds;
   
  (v) Tufton Oceanic (Isle of Man) Limited, an Isle of Man Company ("TOL (Isle of Man)"), with respect to the Common Units directly owned by the Funds; and
   
  (vi) Oceanic Opportunities GP Limited, a Cayman Islands exempted company (the "Master Fund GP"), with respect to the Common Units directly owned by the Master Fund;
   
  (vii) Oceanic CL GP Limited, a Cayman Islands exempted company (the "CL Fund GP"), with respect to the Common Units directly owned by the CL Fund; and
   
  (viii) Cato Brahde ("Mr. Brahde"), who serves as the fund manager to the Funds and the managing director of TOL (Isle of Man), with respect to the Common Units directly owned by the Funds.
   
  Oceanic, the Master Fund, the CL Fund, the Manager, TOL (Isle of Man), the Master Fund GP, the CL Fund GP and Mr. Brahde are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Units reported herein.

 

 

CUSIP No. Y3262R10013G/APage 11 of 14 pages
 

  

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons except Oceanic is St. George's Court, 2nd Floor, Upper Church Street Limited, Douglas, Isle of Man IM1 1EE.  The address of the business office of Oceanic is c/o HSBC Securities Services (Isle of Man) Limited, 12/13 Hill Street, Douglas, Isle of Man IM1 1EF.

 

Item 2(c). CITIZENSHIP
   
  Oceanic, the CL Fund, the Master Fund GP, and the CL Fund GP are organized under the laws of the Cayman Islands.  The Master Fund is organized under the laws of the State of Delaware.  The Manager and TOL (Isle of Man) are organized under the laws of the Isle of Man.  Mr. Brahde is a citizen of Norway.  

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Units, $20.00 per common unit (the "Common Units").

 

Item 2(e). CUSIP NUMBER
   
  Y3262R100

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

CUSIP No. Y3262R10013G/APage 12 of 14 pages
 

 

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
   
  The percentages used in this Schedule 13G are calculated based upon the 13,156,060 common units outstanding as reported on the Partnership’s most recently filed Form 20-F/A, for the fiscal year ended December 31, 2014.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  See Item 2 and Exhibit 1.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. Y3262R10013G/APage 13 of 14 pages
 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: January 21, 2016

 

     
     
/s/ Cato Brahde    
Cato Brahde, (1) individually; (2) as managing director of (a) Tufton Oceanic (Isle of Man) Limited, and (b) Oceanic Investment Management Limited; and (3) as manager of Oceanic Hedge Fund    
     
     
Oceanic Opportunities GP Limited    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory    
     
     
Oceanic Opportunities Master Fund, L.P.    
By:  Oceanic Opportunities GP Limited, its General Partner    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory    

 

 

CUSIP No. Y3262R10013G/APage 14 of 14 pages
 

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: January 21, 2016

 

     
     
/s/ Cato Brahde    
Cato Brahde, (1) individually; (2) as managing director of (a) Tufton Oceanic (Isle of Man) Limited, and (b) Oceanic Investment Management Limited; and (3) as manager of Oceanic Hedge Fund    
     
     
Oceanic Opportunities GP Limited    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory    
     
     
Oceanic Opportunities Master Fund, L.P.    
By:  Oceanic Opportunities GP Limited, its General Partner    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory