EX-99.1 2 tv516294_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1 

 

Diamond S Shipping Inc. Company Introduction March 15, 2019

 

 

2 Disclaimer and Forward - Looking Statements While all reasonable care has been taken to ensure that the facts stated herein are accurate and that the opinions and information contained herein are fair and reasonable, this presentation is selective in nature. This presentation contains forward - looking statements , including statements relating to trends in the Company’s operations, financial results, business and products. Other statements in this presentation, including words such as ‘‘anticipate,’’ ‘‘may ,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘should,’’ ‘‘ estimate ,’’ ‘‘expect,” ‘‘intend,’’ ‘‘plan,’’ ‘‘predict,’’ ‘‘potential,’’ ‘‘forecasts,’’ ‘‘project,’’ and other similar expressions, also are forward - looking statements . Forward - looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such forward - looking statements are not guarantees of future performance and you should not place any undue reliance on such forward - looking statements. The following important factors, and those important factors described elsewhere in this presentation, could affect the Company’s actual results (and in some cases have affected the predecessor business’s actual results) and could cause such results to differ materially from estimates or expectations reflected in such forward - looking statements: the c yclicality of the tanker industry; changes in economic and competitive conditions affecting the Company’s business, including market fluctuations in charter rat es; partial dependence on spot market rates, including earnings from any spot market - related vessel; pools the Company may join; risks related to an oversupply of tanker vessels; changes in fu el prices; decreases in the market values of tanker vessels; risks related to the management of the Company’s growth strategy, counterparty risks and customer relations with key customers; app lic able laws, regulations and taxes as well as changes to such laws and governmental regulations or their application, and actions taken by regulatory authorities; government claims agains t t he Company and the effect thereof; the Company’s ability to meet obligations under time charter agreements; dependence on third - party managers and a limited number of customers; the Company’s l iquidity, level of indebtedness, operating expenses, capital expenditures and financing; the Company’s interest rate swap agreements and credit facilities; changing political and inter - gove rnmental conditions affecting the Company’s industry and business; risk of loss, including potential liability from future litigation and potential costs due to environmental damage, vessel collisions and business interruption; risks related to war, terrorism and piracy; risks related to the acquisition, modification and operation of vessels; future supply of, and demand for, refine d p roducts and crude oil, including relating to seasonality; risks related to the Company’s insurance, including adequacy of coverage and increased premium payments; risks related to tax rules applicable to the Company; conflicts of interest between the Company and Capital Ship Management Corp.; the ability of the Company to clear the oil majors’ risk assessment processes; future refined pro duct and crude oil prices and production; the carrying values of the Company’s vessels and the potential for any asset impairments; the Company’s ability to maximize the use of its vessels, incl udi ng the redeployment or disposition of vessels no longer under long - term time charter; the Company’s continued ability to enter into long - term, fixed - rate time charters with its charterers and to re - charter its vessels as their existing charters expire at attractive rates; unexpected costs, charges or expenses resulting from the proposed transaction; uncertainty of the expected financial p erf ormance of the Company following the proposed transaction; failure to realize the anticipated benefits of the proposed transaction, including as a result of integrating the businesses; fa ilure to maintain effective internal control over financial reporting; the ability of the Company to implement its business strategy and manage planned growth; substantial sales of the Company’s commo n s hares; the Company’s inability to meet financial projections ; risks related to Diamond S common stock, including low liquidity and high volatility; inability to retain and hire key personnel; r isk s related to being an independent public company and an emerging growth company, including with respect to accounting practices and policies; failure to comply with the Foreign Corr upt Practices Act; risks related to the Company’s corporate governance, including the difficulty of changing the composition of its board of directors; risks related to dividend payment s; the lack of shareholder rights due to the Company being incorporated in the Republic of the Marshall Islands; the risk that it may be difficult to serve process or enforce a U.S. judgment agains t t he Company; the risk that shareholder litigation in connection with the proposed transaction or other settlements or investigations may result in significant costs of defense, indemnification and l iab ility; and other factors discussed under “Risk Factors” in the Information Statement which forms a part of the Company’s registration statement on Form 10 filed with the Securities and Exc han ge Commission. Projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk. All forward - looking statements made by us in this presentation speak only as of the date of this presentation. New risks and uncertainties arise from time to time , and it is impossible for management to predict these events or how they may affect the Company. The Company has no duty to, and does not intend to, update or revise the forward - looking statements in this presentation after the date of this presentation, except as may be required by law . This document is not an offer to sell or solicitation of an offer to buy any securities. Any offers to sell or solicitations to buy securit y w ill be made by means of a prospectus approved for that purpose. Cautionary Note Regarding Forward - Looking Statements This presentation contains certain information on Diamond S Shipping Inc. (the "Company") and assumes the completion of the t ran sactions described in the Information Statement contained as Exhibit 99.1 to the Company's Current Report on Form 8 - K filed on March 14, 2019. The Company's Information Statement contains important information on the business, financial condition and operations of the Company. In this presentation, "management" refers to the executive officers described in the section enti tle d "Management" of the Information Statement.

 

 

3 Q&A Agenda Transaction Overview Investment Highlights Industry Trends Financial Overview

 

 

4 DSS LP + CPLP Tankers Merger Overview The combination provides shareholders with a large mixed fleet, low - leverage tanker company that is well - positioned to capitalize on and consolidate a highly fragmented tanker market » DSS LP’s business to be merged with CPLP’s spun - off tanker fleet in a share - for - share transaction to form one of the largest publicly traded tanker companies (“Diamond S Shipping Inc.” or “DSSI”) o Transaction creates strategic access to public markets with enhanced scale at a cyclically opportune time o Fleet / operations largely expected to be efficiently and quickly combined » $1.65 billion transaction is expected to create the third - largest publicly traded MR and product fleet in the world, and one of the world’s largest public mixed product and crude fleet operators » DSSI will have a large and modern tanker fleet of 68 vessels and a combined NAV of ~$ 700 million¹ as of March 2019, and will be well - positioned to benefit from an improving tanker environment and future industry consolidation » DSSI to list on New York Stock Exchange upon closing of the transaction (ticker: DSSI ) WINNING COMBINATION HIGHLY ATTRACTIVE VALUE PROPOSITION » Management is focused on maximizing value for all shareholders o Grow earnings to drive future stock price o Expand the business via accretive acquisition opportunities o Ultimately pay regular dividends with quarterly payment frequency » Management believes it is an attractive entry point for new investors; tankers turning towards recovery o Macro tailwinds exist both in terms of tightness in MR supply and rising dayrates for both Suezmax and MR segments » Proven management track record with OMI Corporation Note: 1. Based on VesselsValue.com

 

 

5 Transaction Structure » CPLP spins 25 vessel tanker fleet into C - Corp SpinCo; subsidiaries of DSS LP will merge with SpinCo, becoming subsidiaries of SpinCo; SpinCo will be a NYSE - listed C corporation trading under the name Diamond S Shipping Inc. o CPLP container and dry bulk vessels will remain in CPLP as a standalone entity » DSSI to be led by existing DSS LP management o CPLP’s affiliate, Capital Ship Management, will provide commercial and technical management for 25 ships (37% of the combined fleet) under arms - length agreements » Former DSS LP equityholders to own ~68% and CPLP unitholders to own ~32% of DSSI » Cash payment of $309 million to CPLP; DSSI to receive 25 ships, $10 million of cash, inventories and other working capital from CPLP » DSSI Board comprised of nominees of both DSS LP and CPLP o Three nominees from DSS LP, two from CPLP, the CEO and one joint nominee » Aligned incentives, with Management and Board committed to maintaining equity ownership in DSSI » Headquarters to be DSS LP’s Greenwich, CT location, with local offices in London, Piraeus and Singapore » Transaction is expected to close on 3/27 and begin trading on 3/28 Structured as a merger of subsidiaries of DSS LP with CPLP’s spun - off tanker fleet, the transaction will result in a well - capitalized, low - leverage mixed tanker operator, poised to benefit from shipping’s expected upcycle

 

 

6 DSSI Key Differentiators to Maximize Common Share Price » L ow cash break - evens » Low maintenance capital expenditures » No debt maturities until 2021 » Significantly attractive implied forward free cash flow “buy - in” multiple SIGNIFICANT CASH FLOW GENERATION CAPABILITY HIGHLY NIMBLE AND FINANCIALLY FLEXIBLE TO CHANGING MARKETS » Existing low cost structure » Low leverage o Strong covenant “ cushion” / Initial 6 month amortization holiday on new facility » Diversified fleet portfolio with time charter coverage » Strong existing liquidity position » Well - positioned to accretively pivot in changing conditions if warranted: o Reduce costs / Buy back shares / Opportunistically consider vessel sales » Thoughtful fleet modernization and scrubber strategy EXPERIENCED BOARD AND MANAGEMENT TEAM » Aligned in transparently maximizing shareholder value and responsibly deploying capital » Cognizant and responsive to shareholder capital preferences » Embrace a “culture of operational safety”

 

 

7 Q&A Agenda Transaction Overview Investment Highlights Industry Trends Financial Overview

 

 

8 Significant Scale Drives Operating Leverage and Consolidation Opportunities Diversified Crude and Product Fleet Enhances Growth Optionality Investment Highlights Low Cash Breakevens and Strong Financial Flexibility with Meaningful TC Coverage Experienced Management Team and Board DSS LP Capital Product Partners 12 Crude Tankers 31 Product Tankers 21 Product Tankers 4 Crude Tankers Combined 68 Vessels 8.8 Average Age 1 Focus on Return of Capital and Shareholder Returns 1 2 3 4 5 Note: 1. Weighted by DWT and ownership for the calendar year 2019

 

 

9 Significant Scale SHIPPING COMPANIES BY NAV 1 Note: $ in millions 1. Estimated using VesselsValue.com and most recent balance sheets; rounded to nearest hundreds digit DSSI will be one of the largest public shipping companies by overall NAV, and among the largest public owners of MR vessels » Transaction creates one of the world’s largest publicly traded mixed product and crude operators by NAV and vessel count (wit h 68 high - quality tankers and $1.65bn in assets) » Enhanced ability to leverage scale and fleet quality to increase utilization and maximize growth » DSSI positioned for accretive consolidation – Management sees ability to grow NAV and market cap aggressively and responsibly over the near to medium term 1 % Product - 100% - 33% - 76% 100% 16% - 45% 85% % Non - Product 100% - 100% 67% 100% 24% - 84% 100% 55% 15% $2,200 $1,500 $900 $800 $800 $700 $700 $500 $300 $300 $300 EURN STNG FRO INSW DHT DSSI TRMD TNK NAT TNP ASC

 

 

10 Mixed Fleet TANKER FLEET COMPOSITION BY COMPANY » DSSI will have a balanced crude and product tanker mix with scale, providing meaningful upside opportunity o Diversified fleet provides crude upside today and meaningful product potential in the future o MR vessels are widely expected to be the leaders in the coming upcycle o Crude tankers are expected to offer higher returns in absolute terms o Both crude and product expected to benefit from IMO 2020 tailwinds » Diversified fleet has wider selection of growth opportunities » Ability to roll - up and integrate a variety of fleet types » Crude and product lines are both experiencing increased demand as voyage lengths increase due to U.S. becoming a net exporter of crude (e.g., as U.S. increasingly exports crude to refineries in Asia), and as IMO 2020 drives demand for clean fuels (tankers consume ~5% of world’s refined fuel, driving demand for clean low - sulfur fuel which uses U.S. sweet crude as an input) 2 In addition to achieving significant scale, DSSI will have an attractively balanced crude and product fleet mix 59 54 52 13 6 22 50 19 16 9 5 26 16 30 47 34 12 23 45 2 1 17 13 27 3 4 109 73 71 68 64 57 51 36 27 26 23 STNG TRMD EURN DSSI TNP TNK FRO INSW DHT ASC NAT MR Fleet LR Fleet Aframax / Suezmax VLCC Fleet Other

 

 

11 Product Tankers Product Fleet Upside AGE DISTRIBUTION OF MR FLEET (MILLION DWT) WHERE WE BELIEVE WE ARE IN THE FREIGHT RATE CYCLE » Analysts expect robust growth in the product tanker sector, primarily driven by the following catalysts: o Strong oil consumption in near term translating into high product tanker demand growth o Orderbook is less than 10% of the fleet o IMO emission regulations set to take effect in January 2020 could drive up product tanker demand by potentially 10% » Within the product tanker segment , MRs currently have the most favorable supply dynamics o MRs are the only vessel type with favorable age profile (i.e., enough vessels aged 15+ years to maintain a favorable scrapping schedule and to absorb coming newbuilds and maintain supply/balance) Product tankers, and in particular MRs , are well - positioned to grow due to macroeconomic tailwinds including MR vessel supply, rising dayrates and IMO regulatory changes in 2020 Source: Clarkson Research Services; Danish Ship Finance There are enough 15yr+ old MRs expected to be scrapped with regularity to offset orderbook deliveries and maintain supply/demand balance 2 % of MR Fleet 25% 29% 31% 10% 6% 10% 25% 29% 31% 10% 6% 10% 0 5 10 15 20 25 0-4 5-9 10-14 15-19 20+ Orderbook

 

 

12 Crude Fleet Upside UPWARD MOMENTUM IN THE CRUDE SPOT MARKET IN Q4 2018 & Q1 2019 With a large spot - focused crude fleet, DSSI is well - positioned to profit from the current upward crude dayrate momentum Source: Clarksons, JP Morgan Upward Crude Dayrate Momentum Crude dayrates have risen rapidly, having increased over 52% in the last five months Large Fleet Results in High Operating Leverage DSSI will have 16 Suezmax/Aframax tankers, providing it with significant crude upside exposure Positioned to Capture Rising Rates, with Significant Spot Exposure Majority of DSSI’s crude vessels are currently on spot or other short - term contracts, positioning it to capitalize on rising rates 2 $13,500 $20,500 Sep-18 Feb-19 Suez Spot Rate

 

 

13 62% 70% DSSI Peer Average Cash $70 Undrawn LOC $25 A Leader in Operating Leverage and Liquidity ESTIMATED BREAKEVEN DAY RATES PRO FORMA LIQUIDITY AND DEBT MATURITY Note: 1. Average estimate in 2019. Includes daily operating expenses, general & administrative, and debt service 2. Based on forward LIBOR curve and mandatory repayments on existing debt 3. $ in millions; estimated approximate liquidity at close 4. $ in millions; maturity schedule does not assume any refinancing; assumes LOC paid at maturity; debt balance as of 12/31/2018; includes mandatory amortization 5. Based on VesselsValue.com as of 3/1/2019 ; DSSI is based on Net Debt at transaction close 6. Peer average estimated using VesselsValue.com and most recent peer balance sheets; peers include Euronav, Scorpio Tankers, N ord ic American Tankers, Ardmore, Teekay Tankers, Frontline, and DHT LOW BREAKEVENS ¹ Total: $95mm » Low cash breakevens – Forecasted market day rate improvements to translate directly into increased cash flow generation for shareholders » Strong liquidity position – DSSI will launch with significant liquidity at close and a favorable maturity profile (no debt maturity until 2021), as well as a favorable net debt - to - value metric » Ownership of 100% of fleet improves leverage relative to peers with sale - leasebacks » Focus on maximizing vessel utilization TOTAL LIQUIDITY ³ DEBT MATURITY SCHEDULE 4 GROSS DEBT TO FLEET VALUE 5 $110 $123 $536 $52 $140 $ - 2019 2020 2021 2022 2023 2024 3 Debt Service ² G&A Opex 6 7,600 6,900 1,000 1,000 9,400 5,100 Crude Product Total: $18,000 Total: $13,000 57% Net Debt to Fleet Value

 

 

14 Highly Experienced Board and Management Team Management, led by Craig Stevenson, Jr., and DSSI Directors are highly experienced across shipping and M&A with relevant Boar d experience, resulting in a strong public company Board 4 World - Class Management Team Led by Craig Stevenson, Jr., CEO Highly Experienced Board of Directors » Craig Stevenson, Jr., CEO and Director of DSSI, has over 40 years of experience in the shipping industry and previously served as the CEO and Chairman of OMI Corporation, a formerly NYSE - listed tanker company, from 1998 through 2007 » Nadim Z. Qureshi, Chairman of DSSI, Managing Partner at Invesco Private Capital, Inc., a private investing division of Invesco Ltd., oversees DSS LP and has significant experience in transformative M&A, investments and operations; previously served as Director of Nexeo Solutions, Inc. » Craig Stevenson, Jr ., CEO and Director of DSSI, has served as the Chairman of Intermarine Inc., one of the largest project carriers in the world, since 2008 and led successful sale of OMI Corporation to Teekay Shipping and Torm for $2.2 billion » Jerry Kalogiratos, CEO & Director of CPLP and Director of DSSI, has served as CFO & Director of NYSE - listed Crude Carriers Corp. and has led numerous shipping and capital markets transactions » Gerry Ventouris, Director of DSSI, is Capital Maritime & Trading Corp. CEO » Hal Malone, Director of DSSI, serves as the Head of Transportation at Invesco Private Capital, Inc., a private investing division of Invesco Ltd., previously spent over 18 years in investment banking, most recently as a managing director in the maritime group at Jefferies, and is a Director of Navigator Holdings Ltd. and Nautical Bulk Holdings, Ltd. » Kate Blankenship, Director of DSSI, has served as an Independent Director of Seadrill Ltd., Ship Finance International Ltd., Frontline Ltd., Avance Gas Holding Ltd., Archer Ltd., and Independent Tankers Corporation Ltd. » Bart Veldhuizen, Director of DSSI, is currently a Director of Eagle Bulk Shipping, and formerly served as a Director of Seadr ill Partners LLC and Golar LNG Partners LP

 

 

15 DSSI’s Roadmap to Driving Shareholder Returns Shareholder Return DIVERSE PORTFOLIO DISCIPLINED GROWTH HEALTHY BALANCE SHEET » Leverage ratio: sub 50% » Fund growth / dividend to investors using cash on hand » Traditional financing builds value annually as debt amortizes and allows for flexibility in growth SAFE, RELIABLE OPERATIONS » Continue to be industry leader in performance » Optimize maintenance throughout cycle » Monitor and deliver on customer expectations » Attractively balanced fleet mix maximizes growth optionality » Build market intelligence with in - house functions » Consolidate a highly fragmented shipping market » Established currency for acquisition » Acquisition Criteria: (1) Meaningfully Accretive (2) Cash Flow Positive (3) Maintain a Healthy Balance Sheet DSSI will seek to maximize value for all shareholders by growing earnings, acquiring accretive companies/fleets , and ultimately paying regular quarterly dividends, supported by the four core management tenants below DSSI is highly focused on creating shareholder value through accretive acquisitions, efficient operations, and shareholder - frien dly dividend policy 5

 

 

16 Q&A Agenda Transaction Overview Investment Highlights Industry Trends Financial Overview

 

 

17 FORWARD OIL PRICE SLIGHLTY BACKWARDATED LACKLUSTER VOLATILITY INCENTIVIZES LESS OIL MOVEMENT 32.1 32.3 32.3 32.6 32.8 32.4 32.3 31.6 30.8 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Front Month +6 Major Market Drivers OPEC REMAINS KEY FACTOR TO OIL TRADE 90 100 Q1 2017 Q4 2018 IEA est. OPEC est. mmbpd 50 54 58 62 66 2008 2010 2012 2014 2016 2018 59.5 days Source: IEA/OPEC; OPEX; ICE; OPEC 2019 Shape of Forward Curve in 2018: February 2018 February 2019 OPEC , 82% NON - OPEC , 18% Proven Reserves (2017) Covers 1/3 of World Oil Production Macro oil indicators suggest that shipping is poised for a near - term recovery OIL DEMAND EXPECTED TO HIT 100MMBPD THIS YEAR GLOBAL INVENTORIES SHOULD CONTINUE TO DECREASE OECD DAYS FORWARD DEMAND OF COMMERCIAL INVENTORY (CRUDE AND PRODUCTS)

 

 

18 6 19 6 19 6 8 0 1 13 22 0 10 20 30 40 50 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 $0 $10,000 $20,000 $30,000 $40,000 $50,000 Source: Clarkson Research 1. Excludes shuttle/US - flag tankers 2. Includes shuttle/US - flag tankers 3. $ in millions; CPI inflation adjusted 30 yr low 39.0 20 yr low 39.0 10 yr low 39.0 20 yr avg 65.0 5 yr avg 49.7 Current 50.0 20 40 60 80 100 120 1988 2019 Detailed Suezmax Stats SCRAPPING ACTIVITY IS FINALLY RESULTING IN HIGHER TCE RATES Scrapping # of vessels (RH) 1 Year TC Rate $/day (LH) PLENTY OF SCRAPPING CANDIDATES 1 ORDERBOOK AT COMFORTABLE LEVELS 2 PRICES ARE STILL RECOVERING 3 2 0 1 3 2 2 2 9 7 18 13 23 20 23 21 23 23 13 45 37 43 45 17 8 9 26 51 30 1991 1994 1997 2000 2003 2006 2009 2012 2015 2018 Fleet Size: 515 Fleet Age: 8.9 yrs 102 vessels over 15 yrs old 0% 10% 20% 30% 40% 50% 60% 70% 2009 2011 2013 2015 2017 2019 % of Suezmax Fleet 5YR old Suezmax Asset Prices Suezmax day rates are recovering as industry scrap rates and orderbook levels restore supply - demand balance, and buttress rates going forward

 

 

19 30 yr low 22.4 20 yr low 22.4 10 yr low 22.4 20 yr avg 36.6 5 yr avg 26.4 Current 28.0 0 20 40 60 80 1997 2019 Detailed MR Stats REFINING CAPACITY ADDITIONS MOSTLY BUILDING FOR EXPORT ( MMBPD ) SCRAPPING CANDIDATES = ORDERBOOK ORDERBOOK AT LOW LEVELS; FULLY ABSORBED 2014 - 2016 BOOM PRICES ARE FLAT 1 Source: OPEC; Clarkson Research 1. $ in millions 60 120 155 215 235 290 480 495 295 295 225 165 190 290 250 137 153 150 150 2001 2004 2007 2010 2013 2016 2019 7 4 11 3 2 8 24 16 21 24 15 14 35 54 86 79 80 101 130 134 92 56 46 74 78 97 82 51 36 pre-'91 1994 1998 2002 2006 2010 2014 2018 Fleet Size: 1,460 Fleet Age: 9.5 yrs 238 vessels over 15 yrs old MR orderbook 5YR old MR Asset Prices World capacity additions/product flows 2020 New refining capacity primarily built for export purposes increasing the need for product tankers. With a low orderbook and increased demand, product tankers are in position for recovery 0.4 0.1 0.2 0.3 1.3 1.6 (0.4) 1.8 0.9 (3.2) (4.3) 5.1 Americas Africa Europe Russia Middle East Asia Pacific Refinery capacity additions Refined product imports (exports), net

 

 

20 0 1 2 3 4 5 2005 2010 2015 2020 2025 IMO 2020 With its significant scale, DSSI has detailed plans to economically implement IMO 2020 compliant scrubbers on select key vess els Sulfur Content % Global cap ECA zone cap Global marine fuel required to reduce from 3.5% sulfur content to 0.5% by 2020 About 3 - 4 mmbpd of bunker fuel demand will be displaced into a distillate blend 1.0 1.7 0.3 0.5 0.5 Refinery Expansion Blending/ Processing Feedstock Change Non compliance Alternatives Scrubbers, LNG Source: Evercore The price difference between bunker fuels and the distillate blend could be very material Refinery changes Shipping changes Leading to investment in scrubber technology 0 1 2 3 4 5 6 7 100 200 300 400 500 MR: $2-3mm Per Install Suez: $3-4mm Per Install MGO - HSFO Differential Annual Fuel Savings ($mm) 58 86 153 213 237 263 253 271 316 319 335 408 607 581 0 100 200 300 400 500 600 700 10 20 30 40 50 60 70 80 90 100 110 120 130 140 Avg price differential b/t Gasoil/HSFO ($/ton) Dated Brent Price ($/bbl) Est. Annual $mm Cost Savings Current Source: SEB It is estimated that <3,000 out of ~70,000 vessels would install scrubbers Scrubbers allow for continued use of bunkers fuels Source: International Marine Organization (IMO) Source: Company Estimates

 

 

21 $17,650 $26,200 $28,950 FY2018 FY2019 FY2020 $11,500 $17,200 $19,250 FY2018 FY2019 FY2020 Market Update: Analyst Spot Rate Projections PRODUCT TANKER (MR ) CONSENSUS SPOT RATE FORECAST CRUDE TANKER ( SUEZMAX ) CONSENSUS SPOT RATE FORECAST Note: Average forecasts of Pareto, J.P. Morgan , Fearnleys, and Jefferies Consensus analyst forecasts suggest 29% CAGR in MR spot rate growth and 28% CAGR in Suezmax spot rate growth over the next two years

 

 

22 Q&A Agenda Transaction Overview Investment Highlights Industry Trends Financial Overview

 

 

23 Sources and Uses OVERVIEW » New term loan and revolver to pay CPLP $309 million to reduce CPLP’s indebtedness » CPLP contributes $10mm of cash plus working capital » Repay DSS LP revolver » DSSI pays fees for transaction expenses DSS LP will refinance its existing debt and credit facilities on 3 of its vessels, while financing the 25 new vessels from CPLP at sub - 65% LTV under favorable credit terms and provides a sufficient liquidity cushion for future growth Note: $ in millions SOURCES AND USES Sources Uses DSS LP Cash $83.1 Debt $309.0 CPLP Cash 10.0 DSS LP Revolver 20.3 Term Debt 300.0 Debt Fees 6.4 LOC Debt 35.0 Advisory Fees 22.4 Other Working Capital 1.2 Cash to Balance Sheet 71.1 Total sources $429.2 Total uses $429.2

 

 

24 DSSI Key Assumptions 2019 OTHER OPERATING ASSUMPTIONS per day, 2019E AVAILABILITY days, 2019E Available 5,410 Drydock 0 Std. OH 72 Scrubbers 150 CRUDE Available 17,389 Drydock 281 Std. OH 218 PRODUCTS CAPITAL PROGRAM $mm, 2019E $13.0mm $11.0mm $10.0mm Drydock BWTS Scrubber 7,600 6,900 1,000 1,000 9,400 5,100 $18,000 $13,000 Crude Products BREAK EVEN COMPONENTS Total BE Debt Service G&A Opex Note: Charts represent full year; transaction expected to close 3/27/2019 Time Charter 20% Time Charter 19% Time Charter 20% Spot Market 80% Spot Market 81% Spot Market 80% Q2 2019 Q3 2019 Q4 2019 FLEET EMPLOYMENT % of total operating days

 

 

25 Debt Facilities Name No. of Collateral Vessels 12/31/2018 OS Proforma Margin Quarterly Repayment Maturity Date 235mm Facility 8 $192.9mm 275 bps $4.3mm 2021 75mm Facility 2 61.9mm 220 bps 1.3mm 2023 66mm Facility 1 2 56.2mm 275 bps 1.1mm 2021 460mm Facility 28 315.4mm 280 bps 11.1mm 2021 360mm Facility 28 335.0mm 265 bps 13.0mm 2024 Deferred Fees (13.5mm) Total 68 $947.8mm $30.8mm Note: 1. This facility is part of a joint venture, of which DSSI owns 51%. The covenant structure is as follows: $5mm restricted cash pl us DD reserve, 140% min value/loan, 65% net debt to equity 2. Different for each facility: 235mm Facility: 135%, 75mm Facility: 130%, 460mm Facility: 135%, 360mm Facility: 135% » Six month holiday on amortization of $360mm facility » Approximately $95mm liquidity at close, including $70mm in cash and $25mm LOC ACCOMMODATING CAPITAL STRUCTURE COMMON COVENANT STRUCTURE Excludes $66mm Facility » Net debt to book value of equity: 65% » Current ratio: 1x » Minimum cash: $50mm » Min value/loan 2

 

 

26 2019 Guidance for Investors Line Item Amounts Operating Expense » $7,600/day Crude Fleet » $6,900/day Products Fleet Depreciation Expense » $100mm - $110mm Drydock Amortization » $3mm per quarter G&A Expenses » $1,000/day Estimated offhire time 1 » See slide 24 Management agreements with CSM » 1.25% commission on freight like brokers » Fees for technical management and other services are included in OPEX & G&A guidance above The objective of DSSI guidance is to assist in modeling the Company’s future performance including TCE rates and the impact of macroeconomic conditions Note: Represents a full year in 2019; there will be an impact on the accounting for the transaction, which is expected to close 3/27/2019 1. Offhire time relates to days when vessels are not available to earn revenue due to planned and unplanned repairs, scheduled drydockin g a nd scheduled time for installation of scrubbers On the basis of the above assumptions, every $1,000 increase in TCE day rates would translate into approximately $18.5mm increase in revenue

 

 

27 Unaudited Pro Forma Balance Sheet (12/31/18) Note: For more detail, see balance sheet in Form 10 filed by CPLP SpinCo DSS LP Pro Forma Adjustments DSSI ($ in thousands) Assets Current assets Cash and cash equivalents $2,586 $83,054 ($14,500) $71,140 Trade accounts receivable 13,181 42,637 (13,181) 42,637 Prepayment and other assets 1,882 3,731 (801) 4,812 Inventories 7,183 20,880 — 28,063 Total current assets $24,832 $150,302 ($28,482) $146,652 Noncurrent assets Vessels, net $643,682 $1,454,286 ($104,832) $1,993,136 Other property — 756 — 756 Deferred drydocking, net 2,219 33,287 (2,219) 33,287 Time charter asset 7,531 93 369 7,993 Other noncurrent assets 1,335 11,131 (300) 12,166 Total noncurrent assets $654,767 $1,499,553 ($106,982) $2,047,338 Total assets $679,599 $1,649,855 ($135,464) $2,193,990 Liabilities and Equity Current liabilities Current portion of long-term debt $3,146 $97,315 $9,531 $109,992 Trade accounts payable 11,458 8,782 (11,458) 8,782 Other current liabilities 9,601 20,787 (7,589) 22,799 Total current liabilities $24,205 $126,884 ($9,516) $141,573 Long-term liabilities Long-term debt $55,318 $542,225 $240,283 $837,826 Derivative liability — 900 — 900 Deferred revenue 2 — (2) 0 Total long-term liabilities $55,320 $543,125 $240,281 $838,726 Total equity $600,074 $979,846 ($366,229) $1,213,691 Total liabilities and equity $679,599 $1,649,855 ($135,464) $2,193,990

 

 

28 Forward Capex Forecasted Capex by Category Note: $ in millions Management plans to carefully manage its recurring capital expenditures as it updates and maintains its fleet $13 $6 $19 $23 $11 $3 $21 $12 $10 $2 2019 2020 2021 2022 Dry-dock BWTS Scrubbers Total = $34 Total = $11 Total = $40 Total = $35

 

 

29 DSSI’s Roadmap to Driving Shareholder Returns Shareholder Return DIVERSE PORTFOLIO DISCIPLINED GROWTH » Attractively balanced fleet mix maximizes growth optionality » Build market intelligence with in - house functions » Consolidate a highly fragmented shipping market » Established currency for acquisition » Acquisition Criteria: (1) Meaningfully Accretive (2) Cash Flow Positive (3) Maintain a Healthy Balance Sheet DSSI will seek to maximize value for all shareholders by growing earnings, acquiring accretive companies/fleets , and ultimately paying regular quarterly dividends, supported by the four core management tenants below DSSI is highly focused on creating shareholder value through accretive acquisitions, efficient operations and shareholder - friendly dividend policy HEALTHY BALANCE SHEET » Leverage ratio: sub 50% » Fund growth / dividend to investors using cash on hand » Traditional financing builds value annually as debt amortizes and allows for flexibility in growth SAFE, RELIABLE OPERATIONS » Continue to be industry leader in performance » Optimize maintenance throughout cycle » Monitor and deliver on customer expectations

 

 

30 Q&A

 

 

31 Appendix

 

 

32 Fleet List DSS LP Combined fleet of 68 vessels comprised primarily of 52 MRs CPLP Vessel Name Size (DWT) Built Suezmax (12) Brazos 158,537 2012 Colorado 158,615 2012 Frio 159,000 2012 Loire 157,463 2016 Namsen 157,542 2016 Pecos 158,465 2012 Red 159,068 2012 Rio Grande 159,056 2012 Sabine 158,493 2012 San Jacinto 158,658 2016 San Saba 159,018 2012 Trinity 158,734 2016 MR1 (6) Agisilaos 36,760 2006 Aktoras 36,759 2006 Aiolos 36,725 2007 Vessel Name Size (DWT) Built MR1 Alkiviadis 36,721 2006 Arionas 36,725 2006 Atlantas II 36,760 2006 MR2 (15) Active 50,136 2015 Akeraios 47,781 2007 Alexandros II 51,258 2008 Amadeus 50,108 2015 Amor 49,999 2015 Vessel Name Size (DWT) Built MR2 (31) Adriatic Wave 51,549 2009 Aegean Wave 51,510 2009 Alpine Madeleine 49,999 2008 Alpine Mathilde 49,999 2008 Alpine Maya 51,501 2010 Alpine Melina 51,483 2010 Alpine Mia 49,999 2008 Alpine Moment 49,999 2009 Alpine Mystery 49,999 2009 Atlantic Aquarius 49,999 2008 Atlantic Breeze 49,999 2007 Atlantic Frontier 49,999 2007 Atlantic Gemini 49,999 2008 Atlantic Grace 49,999 2008 Atlantic Leo 49,999 2008 Vessel Name Size (DWT) Built MR2 Anemos I 47,782 2007 Apostolos 47,782 2007 Assos 47,872 2006 Atrotos 47,786 2007 Avax 47,834 2007 Axios 47,872 2007 Ayrton II 51,260 2009 Aris II 51,218 2008 Aristotelis II 51,226 2008 Anikitos 50,082 2016 Vessel Name Size (DWT) Built Suezmax (3) Aias 150,393 2008 Amoureux 149,993 2008 Miltiadis M II 162,397 2006 Vessel Name Size (DWT) Built MR2 Atlantic Lily 49,999 2008 Atlantic Mirage 51,476 2009 Atlantic Muse 51,498 2009 Atlantic Olive 49,999 2008 Atlantic Pisces 49,999 2009 Atlantic Polaris 49,999 2009 Atlantic Rose 49,999 2008 Atlantic Star 49,999 2008 Atlantic Titan 49,999 2008 Citron 49,999 2007 Citrus 49,995 2008 High Jupiter 51,603 2008 High Mars 51,542 2008 High Mercury 51,501 2008 High Saturn 51,527 2008 Pacific Jewel 48,012 2009 Aframax (1) Aristaios 113,689 2017

 

 

33 Charter Detail Overview DSSI Note: 1 . Gross charter rates 2. Begin Q3 2019, pending delivery; 3 year TC Vessel Type DWT Charter Type Charter Expiry Charter Rate 1 Profit Share Aktoras MR1 36,759 TC Dec-19 $12,000 Agisilaos MR1 36,760 TC Mar-19 19,000 Akeraios MR2 47,781 TC Mar-19 17,750 Alexandros II MR2 51,258 TC Jul-20 14,700 Alkiviadis MR1 36,721 TC Mar-20 12,500 Amadeus MR2 50,108 TC Oct-19 14,750 Anikitos MR2 50,000 TC Jun-20 15,300 Aris II MR2 51,218 TC Sep-20 14,700 Aristaios Aframax 113,689 TC Nov-21 26,400 Aristotelis II MR2 51,226 TC Jul-20 14,700 Assos MR2 47,872 TC Aug-20 13,850 Atlantic Mirage MR2 51,476 TC Jul-19 16,350 ✓ Avax MR2 47,834 TC Jul-20 13,850 Axios MR2 47,872 TC Jun-20 13,850 Ayrton II MR2 51,260 TC Jul-20 14,700 Loire 2 Suezmax 157,463 TC 26,950 Namsen 2 Suezmax 157,543 TC 26,950 Pacific Jewel MR2 48,012 TC Jul-19 16,350 ✓

 

 

34 Pro Forma Ownership PRO FORMA OWNERSHIP DSS LP owners will control ~68% of combined DSSI Note: 1. Based on a blended ownership of product and crude divisions; weighted by respective NAV contributions DSS LP SHAREHOLDERS CPLP SHAREHOLDERS Standalone Pro Forma Holder Ownership % 1 Ownership % WL Ross 36% 24% First Reserve 30% 20% Carval 10% 7% CIC 10% 6% Siguler 7% 5% Fairfax 4% 3% PPM 3% 2% Management 1% 1% Morgan Creek 0% 0% Total 100% 68% Standalone Pro Forma Holder Ownership % Ownership % Capital Maritime & Its Affiliates 19% 6% He, Zhengxu 7% 2% Donald Smith & Co. 3% 1% JPMorgan Chase & Co 3% 1% Global X Management 2% 1% Goldman Sachs 1% 0% Mirae Asset Global 1% 0% Aristotle Capital 1% 0% Arrowstreet Capital 1% 0% Other CPLP Shareholders 60% 19% Total 100% 32% WL Ross 24% First Reserve 20% Carval 7% CIC 6% Capital Maritime & Its Affiliates 6% Siguler 5% Management 1% Other Shareholders 31%

 

 

35 Unaudited Pro Forma Statement of Operations Note: 1. Voyage expenses primarily consist of commissions, port expenses, canal dues and bunkers 2. Vessel operating expenses consist of management fees payable to the CPLP Managers pursuant to the terms of three separate man age ment agreements and actual operating expenses, such as crewing, repairs and maintenance, insurance, stores, spares, lubricants and other operating expenses incurred in respect of our vessels FY 2018 FY 2017 ($ in thousands) SpinCo DSS LP PF Adj. DSSI SpinCo DSS LP PF Adj. DSSI Revenues $148,318 $368,617 ($2,575) $514,360 $97,806 $302,943 ($2,603) $398,146 Revenues—related party 13,342 — — 13,342 34,676 — — 34,676 Total Revenues $161,660 $368,617 ($2,575) $527,702 $132,482 $302,943 ($2,603) $432,822 Expenses: Voyage expenses (1) $37,202 $182,509 — $219,711 $10,537 $89,912 — $100,449 Vessel operating expenses (2) 59,962 113,271 — 173,233 47,119 109,176 — 156,295 Vessel operating expenses—related party (2) 8,444 — — 8,444 7,192 — — 7,192 General and administrative expenses 3,832 16,184 — 20,016 3,979 16,142 — 20,121 Vessel depreciation and amortization 40,274 88,155 (9,916) 118,513 38,014 86,625 (9,762) 114,877 Loss on sale of vessels — 19,970 — 19,970 Total operating expenses $149,714 $420,089 ($9,916) $559,887 $106,841 $301,855 ($9,762) $398,934 Operating income $11,946 ($51,472) $7,341 ($32,185) $25,641 $1,088 $7,159 $33,888 Interest expense and finance costs ($2,578) ($36,679) ($13,971) ($53,228) ($583) ($33,754) ($10,820) ($45,157) Other income / (expense) 167 1,574 — 1,741 (321) 1,329 — 1,008 Net income (loss) $9,535 ($86,577) ($6,631) ($83,673) $24,737 ($31,337) ($3,661) ($10,261) Net income (loss) attributable to NCI — ($471) — ($471) — ($776) — ($776) Net income (loss) attributable to $9,535 ($86,106) ($6,631) ($83,202) $24,737 ($30,561) ($3,661) ($9,485)

 

 

36 Unaudited Pro Forma Balance Sheet (12/31/18) Note: For more detail, see balance sheet in Form 10 filed by CPLP SpinCo DSS LP Pro Forma Adjustments DSSI ($ in thousands) Assets Current assets Cash and cash equivalents $2,586 $83,054 ($14,500) $71,140 Trade accounts receivable 13,181 42,637 (13,181) 42,637 Prepayment and other assets 1,882 3,731 (801) 4,812 Inventories 7,183 20,880 — 28,063 Total current assets $24,832 $150,302 ($28,482) $146,652 Noncurrent assets Vessels, net $643,682 $1,454,286 ($104,832) $1,993,136 Other property — 756 — 756 Deferred drydocking, net 2,219 33,287 (2,219) 33,287 Time charter asset 7,531 93 369 7,993 Other noncurrent assets 1,335 11,131 (300) 12,166 Total noncurrent assets $654,767 $1,499,553 ($106,982) $2,047,338 Total assets $679,599 $1,649,855 ($135,464) $2,193,990 Liabilities and Equity Current liabilities Current portion of long-term debt $3,146 $97,315 $9,531 $109,992 Trade accounts payable 11,458 8,782 (11,458) 8,782 Other current liabilities 9,601 20,787 (7,589) 22,799 Total current liabilities $24,205 $126,884 ($9,516) $141,573 Long-term liabilities Long-term debt $55,318 $542,225 $240,283 $837,826 Derivative liability — 900 — 900 Deferred revenue 2 — (2) 0 Total long-term liabilities $55,320 $543,125 $240,281 $838,726 Total equity $600,074 $979,846 ($366,229) $1,213,691 Total liabilities and equity $679,599 $1,649,855 ($135,464) $2,193,990