SUBJECT TO COMPLETION, DATED JULY 13, 2015
SUBJECT TO COMPLETION, DATED JULY 13, 2015
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 23, 2014)
ti
cr,
CO
0. Units
Dynagas LNG Partners LP
% Series A Cumulative Redeemable Preferred Units
(Liquidation Preference $25.00 per Unit)
We are offering of our % Series A C lathe Redeemable Preferred Units, liquidation preference $25.00
eO per ' , or the Series A Preferred Units.
'6' -6 Distributions on the Series A Preferred Units are en ttttt lative from the date of original issue and will be payable
quarterly in arrears on the 12th day of February, May, August and November of each year, when, as and if declared = E by our Board of Directors. The initial distribution on the Series A Preferred Units offered hereby will be payable on = - co November 12. 2015 in an amount equal to $ per ' . Distributions will be payable out of amounts legally
available therefor at an initial rate equal to % per annum of the stated liquidation preference. • c a) 0. T. At any time on or after August 12, 2020, the Series A Preferred Units may be redeemed. in whole or in part, out of
0 0 amounts legally available therefor, at a redemption price of $25.00 per unit plus an amount equal to all 1.7) T. • accumulated and unpaid distributions thereon to the date of redemption, whether or not declared.
0) •- We intend to apply to have the Series A Preferred Units listed on the New York Stock Exchange, or the NYSE, under
co = the symbol "DLNGPRA." If the application is approved, we expect trading of the Series A Preferred Units on the
NYSE to begin within 30 days after their original issue date. Currently, there is no public market for the Series A
Preferred Units.
CU
3 Investing in our Series A Preferred Units involves a high degree of risk Our Series A Preferred AE Units have not been rated and are subject to the risks associated with nitrated securities. Please
.4O read "Risk Factors" beginning on page 5.15 of this prospectus supplement and under the heading ea = "Item 3. —D. Risk Factors" of our Annual Report on Form 20•F for the year ended
am- December 31, 2014, filed with the Commission on March 10, 2015.
E g, o Neither the Securities and Exchange Commission nor any state securities commission has approved or "3 disapproved of these securities or determined if this prospectus supplement or the accompanying base co
prospectus is truthfkil or complete. Any representation to the contrary is a criminal offense.
Per Una Total
Public offering price $ $
Underwriting discount" $ $
Proceeds to us (before expenses) $ $
aw _ (1) We have granted the underwriters an option for a period of 30 days to purchase up to an additional
E t Series A Preferred Units. If the underwriters exercise the option in full, the total underwriting
.24 aCO discount will be $ and the total proceeds to us before expenses will be $ . OD
E 'a" Delivery of the Series A Preferred Units is expected to be made in book-entry form through the facilities of The a = Depository Trust Company on or about , 2015. " = 0 7, ... en A'i 8 ,
Morgan Stanley Credit Suisse Stifel DNB Markets . -0 .0
1,-. CO Joint Book-Running Managers
, 2015
EFTA01083794
TABLE OF CONTENTS
Prospectus Supplement
Page Prospectus
Page
ALTERNATIVE SETTLEMENT DATE ... ABOUT THIS PROSPECTUS 1
ABOUT THIS PROSPECTUS WHERE YOU CAN FIND MORE
SUPPLEMENT iii INFORMATION 2
FORWARD -LOOKING STATEMENTS.. .. vFORWARD -LOOKING STATEMENTS 4
PROSPECTUS SUMMARY S-1 ABOUT DYNAGAS LNG PARTNERS LP .. 6
RISK FACTORS S-15 RISK FACTORS 10
USE OF PROCEEDS S-21 USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CAPITALIZATION 12
CHARGES AND TO FIXED CHARGES RATIO OF EARNINGS TO FIXED
AND PREFERRED UNIT CHARGES 13
DISTRIBUTIONS S-22 PRICE RANGE OF COMMON UNITS AND
CAPITALIZATION S-23 DISTRIBUTIONS 14
DESCRIPTION OF SERIES A PREFERRED DESCRIPTION OF THE COMMON
UNITS S-24 UNITS 15
THE PARTNERSHIP AGREEMENT S-30 DESRIPTION OF PREFERRED UNITS 19
MATERIAL U.S. FEDERAL INCOME TAX DESCRIPTION OF SUBORDINATED
CONSIDERATIONS S-46 UNITS 19
NON-UNITED STATES TAX DESCRIPTION OF WARRANTS 19
CONSIDERATIONS S-55 DESCRIPTION OF DEBT SECURITIES .... 21
UNDERWRITING S-56 SUMMARY OF THE PARTNERSHIP
SERVICE OF PROCESS AND AGREEMENT 30
ENFORCEMENT OF CIVIL OUR CASH DISTRIBUTION POLICY AND
LIABILITIES S-59 RESTRICTIONS ON DISTRIBUTIONS .. 31
LEGAL MATTERS 5.59 MATERIAL UNITED STATES FEDERAL
EXPERTS 5.59 INCOME TAX CONSIDERATIONS 44
WHERE YOU CAN FIND ADDITIONAL NON-UNITED STATES TAX
INFORMATION S-59 CONSIDERATIONS 52
OTHER EXPENSES OF ISSUANCE AND PLAN OF DISTRIBUTION 53
DISTRIBUTION S-61 SERVICE OF PROCESS AND
ENFORCEMENT OF CIVIL
LIABILITIES 55
LEGAL MATTERS 55
EXPERTS 55
EXPENSES 56
EFTA01083795
ALTERNATIVE SETTLEMENT DATE
It is expected that delivery of the Series A Preferred Units will be made on or about the date specified
on the cover page of this prospectus, which will be the fifth business day following the date of pricing of the
Series A Preferred Units (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three
business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the Series A Preferred Units on the initial pricing date of the Series A Preferred Units or the next
succeeding business day will be required, by virtue of the fact that the Series A Preferred Units initially
will settle in T+S, to specify alternative settlement arrangements at the time of any such trade to prevent a
failed settlement and should consult their own advisors.
(ii)
EFTA01083796
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement. which describes the specific
terms of this offering of Series A Preferred Units. The second part is the accompanying base prospectus, which
gives more general information, some of which may not apply to this offering. Generally, when we refer to the
"prospectus." we are referring to both parts combined. If information in the prospectus supplement conflicts with
information in the accompanying base prospectus, you should rely on the information in this prospectus
supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by
reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any other subsequently filed document that is also
incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified
or superseded will be deemed not to constitute a part of this prospectus except as so modified or superseded.
You should rely only on the information contained in this prospectus, any related free writing prospectus and
the documents incorporated by reference into this prospectus. Neither we nor any of the underwriters have
authorized anyone else to give you different information. If anyone provides you with additional. different or
inconsistent information, you should not rely on it. You should not assume that the information in this prospectus or
any free writing prospectus. as well as the information we previously filed with the U.S. Securities and Exchange
Commission, or the Commission, that is incorporated by reference into this prospectus, is accurate as of any date
other than its respective date. We will disclose material changes in our affairs in an amendment to this prospectus, a
free writing prospectus or a future filing with the Commission incorporated by reference in this prospectus.
We are offering to sell the Series A Preferred Units, and are seeking offers to buy the Series A Preferred
Units, only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the
offering of the Series A Preferred Units in certain jurisdictions may be restricted by law. Persons outside the
United States who come into possession of this prospectus must inform themselves about and observe any
restrictions relating to the offering of the Series A Preferred Units and the distribution of this prospectus outside
the United States. This prospectus does not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make
such offer or solicitation.
Unless otherwise indicated, references in this prospectus to "Dynagas LNG Partners," the "Partnership,"
"we," "our" and "us" or similar terms refer to Dynagas LNG Partners LP and its wholly-owned subsidiaries,
including Dynagas Operating LP. Dynagas Operating LP owns, directly or indirectly, a 100% interest in the
entities that own the LNG carriers the Clean Energy. the Ob River and the Amur River (renamed in June 2015
from Clean Force), collectively, our "Initial Fleet." In addition. Dynagas Operating LP owns 100% of the entities
that own the LNG carriers Arctic Aurora and Yenisei River, which together with the vessels Initial Fleet
comprise the vessels in our "Reel." References in this prospectus to "our General Partner" refer to Dynagas GP
LLC, the General Partner of Dynagas LNG Partners LP. References in this prospectus to our "Sponsor" are to
Dynagas Holding Ltd. and its subsidiaries other than us or our subsidiaries and references to our "Manager" refer
to Dynagas Ltd., which is wholly owned by the chairman of our Board of Directors, Mr. George Prokopiou.
References in this prospectus to the "Prokopiou Family" are to our Chairman. Mr. George Prokopiou, and
members of his family. Unless otherwise indicated, references in this prospectus to "unitholders" refer to
common unitholders and Series A Preferred unitholders, and references to "units" refer to common units and
Series A Preferred Units.
All references in this prospectus to us for periods prior to our initial public offering of common units, or
IPO, on November 18, 2013 refer to our predecessor companies and their subsidiaries, which are former
subsidiaries of our Sponsor that have interests in the vessels in our Initial Fleet, or the "Sponsor Controlled
Companies."
(iii)
EFTA01083797
All references in this prospectus to "BG Group," "Gazprom" and "Statoil" refer to BG Group Plc, Gazprom
Global LNG Limited, and Statoil ASA, respectively, and certain of each of their subsidiaries that are our
charterers. Unless otherwise indicated, all references to "U.S. dollars," "dollars" and "5" in this prospectus are to
the lawful currency of the United States and financial information presented in this prospectus is prepared in
accordance with accounting principles generally accepted in the United States, or GAAP. We use the term
"LNG" to refer to liquefied natural gas and we use the term "cbm" to refer to cubic meters in describing the
carrying capacity of our vessels.
Except where we or the context otherwise indicate, the information in this prospectus assumes no exercise
of the underwriters' option to purchase additional Series A Preferred Units described on the cover page of this
prospectus.
You should read carefully this prospectus, any related free writing prospectus, and the additional
information described under the heading "Where You Can Find Additional Information."
(iv)
EFTA01083798
FORWARD -LOOKING STATEMENTS
This prospectus contains certain fonvard-looking statements (as such term is defined in Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act) concerning future events and our operations,
performance and financial condition, including, in particular, the likelihood of our success in developing and
expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or
conditions, or that include words such as expects," "anticipates," "intends," "plans," "believes?' "estimates,"
"projects," "forecasts," "will," "may," "potential," "should," and similar expressions are forward-looking
statements. These forward-looking statements reflect management's current views only as of the date of this
prospectus and are not intended to give any assurance as to future results. As a result, unitholders are cautioned
not to rely on any forward-looking statements.
Forward-looking statements appear in a number of places in this prospectus and include statements with
respect to, among other things:
• LNG market trends, including charter rates, factors affecting supply and demand, and opportunities for
the profitable operations of LNG carriers;
• our anticipated growth strategies;
• the effect of a worldwide economic slowdown;
• potential turmoil in the global financial markets;
• fluctuations in currencies and interest rates;
general market conditions, including fluctuations in charter hire rates and vessel values;
• changes in our operating expenses, including drydocking and insurance costs and bunker prices;
• our distribution policy and our ability to make cash distributions on the units or any increases in our
cash distributions;
• our future financial condition or results of operations and our future revenues and expenses;
• the repayment of debt and settling of interest rate swaps (if any);
• our ability to make additional borrowings and to access debt and equity markets;
• planned capital expenditures and availability of capital resources to fund capital expenditures;
• our ability to maintain long-term relationships with major LNG traders;
• our ability to leverage our Sponsor's relationships and reputation in the shipping industry;
• our ability to realize the expected benefits from acquisitions;
• our ability to purchase vessels from our Sponsor in the future, including the Optional Vessels (defined
later);
• our continued ability to enter into long-term time charters;
• our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no
longer under long-term time charters:
• future purchase prices of newbuildings and secondhand vessels and timely deliveries of such vessels;
• our ability to compete successfully for future chartering opportunities and newbuilding opportunities (if
any);
• acceptance of a vessel by its charterer;
• termination dates and extensions of charters;
(v)
EFTA01083799
• the expected cost of, and our ability to comply with, governmental regulations, maritime self-
regulatory organization standards, as well as standard regulations imposed by our charterers applicable
to our business;
• availability of skilled labor, vessel crews and management;
• our anticipated incremental general and administrative expenses as a publicly traded limited
partnership and our fees and expenses payable under the fleet management agreements and the
administrative services agreement with our Manager;
• the anticipated taxation of our Partnership and distributions to our unitholders;
• estimated future maintenance and replacement capital expenditures;
• our ability to retain key employees;
• charterers' increasing emphasis on environmental and safety concerns;
• potential liability from any pending or future litigation;
• potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;
• future sales of our securities in the public market;
• our business strategy and other plans and objectives for future operations; and
• other factors detailed in this Prospectus and from time to time in our periodic reports.
Forward-looking statements in this prospectus are estimates reflecting the judgment of senior management
and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a
number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies,
many of which are beyond our control. Actual results may differ materially from those expressed or implied by
such forward-looking statements. Accordingly, these forward-looking statements should be considered in light of
various important factors, including those set forth in this prospectus under the heading "Risk Factors."
We undertake no obligation to update any forward-looking statement to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors
emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the
effect of each such factor on our business or the extent to which any factor, or combination of factors, may cause
actual results to be materially different from those contained in any forward-looking statement.
We make no prediction or statement about the performance of our securities. The various disclosures
included in this prospectus and in our other filings made with the Commission that attempt to advise interested
parties of the risks and factors that may affect our business, prospects and results of operations should be
carefully reviewed and considered.
(vi)
EFTA01083800
PROSPECTUS SUMMARY
This section summarizes material information that appears later in this prospectus supplement and the
accompanying base prospectus and is qualified in its entirety by the more detailed information and financial
statements included elsewhere in this prospectus and the documents we incorporate by reference. This summary
may not contain all of the information that may be important to you. As an investor or prospective investor, you
should carefully review the entire prospectus and the documents we incorporate by reference, including the risk
factors beginning on page S-15 of this prospectus supplement and under the heading "Item 3.—D. Risk Factors"
of our Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Commission on
March 10, 2015.
OVERVIEW
We are a growth-oriented limited partnership focused on owning and operating LNG carriers. We intend to
leverage the reputation, expertise, and relationships of ow Sponsor and ow Manager in maintaining cost-efficient
operations and providing reliable seaborne transportation services to our charterers. We intend to grow our
business by making additional vessel acquisitions of LNG carriers from ow Sponsor and from third parties.
There is no guarantee that we will grow the size of our Fleet or the per unit distributions that we intend to pay or
that we will be able to make further vessel acquisitions from our Sponsor or third parties.
OUR FLEET
As of July 2, 2015, our Fleet consisted of five LNG carriers, with an average age of 5.5 years and an
aggregate carrying capacity of 759,100 cbm. Our vessels are employed on multi-year time charters, which we
define as charters of two years or more, with BG Group, Gazprom and Statoil, providing us with the benefits of
stable cash flows and high utilization rates. The contracted revenue backlog of our Fleet as of July 2, 2015 was
approximately $618.0 million with an average remaining contract duration of 4.7 years. The contracted revenue
backlog of our Fleet excludes options to extend and assumes full utilization for the full term of the charter. The
actual amount of revenues earned and the actual periods during which revenues are earned may differ from the
backlog amounts and periods described above due to, for example, off-hire for shipyard and maintenance
projects, downtime, scheduled or unscheduled dry-docking and other factors that result in lower revenues than
our average contract backlog per day.
Our Fleet is managed by our Manager. Dynagas Ltd., a company beneficially owned by our Chairman.
Mr. George Prokopiou. Our Manager is responsible for providing our Fleet with technical, commercial and
administrative management support pursuant to management agreements between our Manager and each of our
wholly owned vessel owning subsidiaries.
The following table sets forth additional information about our Fleet as of July 2, 2015:
Vessel Name Shipyard• Year Built Capacity (cbm) Ice Class Flag Stale
Clean Energy HHI 2007 149,700 No Marshall Islands
Ob River HHI 2007 149,700 Yes Marshall Islands
Amur River HHI 2008 149,700 Yes Marshall Islands
Arctic Aurora HHI 2013 155,000 Yes Malta
Yenisei River HHI 2013 155,000 Yes Marshall Islands
As used in this prospectus, "HHI" refers to Hyundai Heavy Industries Co. Ltd., the shipyard where the
vessels in our Fleet were built.
S- I
EFTA01083801
We have secured multi-year time charter contracts for the five LNG carriers in our Fleet. The following
table summarizes our current time charters for the vessels in our Fleet and the expirations and extension options.
as of July 2, 2015:
Vessel Name Charterer Contract
Backlog
(in millions)th Charter
Commencement
Date Earliest Charter
Expiration Date Latest Charter
Expiration Date
Including Non-
Exercised Options
Clean Energy BG Group $55.4 February 2012 April 2017 August 2020(2)
Ob River Gazprom $69.8 September 2012 September 2017 May 20I8(71
Amur River Gazprom $311.1 June 2015 June 2028 August 2028
Arctic Aurora Statoil $86.4 August 2013 July 2018 Renewal Optionso)
Yenisei River Gazprom $95.3 July 2013 July 2018 August 2018
(I) The Partnership calculates its contracted revenue backlog by multiplying the contractual daily hire rate by
the minimum expected number of days committed under the contracts (excluding options to extend),
assuming full utilization. The actual amount of revenues earned and the actual periods during which
revenues are earned may differ from the amounts and periods shown in the table below due to, for example,
off-hire for shipyard and maintenance projects, downtime, scheduled or unscheduled dry-docking and other
factors that result in lower revenues than our average contract backlog per day.
(2) BG Group has the option to extend the duration of the charter for an additional three-year term until August
2020 at an escalated daily rate, upon notice to us before January 2016.
Gazprom has the option to extend the duration of the charter until May 2018 on identical terms, upon notice
to us before March 2017.
(4) Statoil may renew its charter for consecutive additional one-year periods each year following the initial five
year period.
The following table summarizes ow contracted charter revenues and contracted days for the vessels in our
Fleet as of July 2, 2015:
No. of Vessels whose contracts expire 2015 2016 2017
— — 2
Contracted Time Charter Revenues (in millions of U.S. Dollars)(') $73.2 $147.1 $115.8
Contracted Days 910 1,830 1,463
Available Days 910 1,830 1,781(2)
Contracted/Available Days 100% 100% 82%
(I) (3)
Annual revenue calculations are based on: (a) the earliest redelivery dates possible under our charters, (b) no
exercise of any option to extend the terms of those charters except for those that have already been
exercised.
(2) Reflects 22 estimated drydocking days for each of the Clean Energy and the Ob River in 2017.
Although these expected revenues are based on contracted charter rates, any contract is subject to various
risks, including performance by the counterparties or an early termination of the contract pursuant to its terms. If
the charterers are unable to make charter payments to us, if we agree to renegotiate charter terms at the request of
a charterer or if contracts are prematurely terminated for any reason, our results of operations and financial
condition may be materially adversely affected. For these reasons, the contracted charter revenue information
presented is an estimate and should not be relied upon as being necessarily indicative of future results. Readers
are cautioned not to place undue reliance on this information. Neither our independent auditors, nor any other
independent accountants, have compiled, examined or performed any procedures with respect to the information
presented in the table, nor have they expressed any opinion or any other form of assurance on such information
or its achievability, and assume no responsibility for, and disclaim any association with, the information in the
table.
S-2
EFTA01083802
THE OPTIONAL VESSELS
We have the right to purchase five ice class designated and fully winterized newbuilding LNG carriers from our
Sponsor, two of which have been contracted to operate under multi-year charters with Gazprom and Cheniere
Marketing, LLC, or Cheniere, which we refer to as the Optional Vessels. Each of the five Optional Vessels has the Ice
Class designation, or its equivalent. for hull and machinery. One of these vessels was delivered to ow Sponsor in 2013,
two of these vessels were delivered to our Sponsor in 2014, and the remaining two vessels are scheduled to be
delivered to our Sponsor during the second half of 2015. The vessel delivered in 2013 is a sister-vessel with vessels in
our Fleet and the four other vessels, each with a carrying capacity of 162,000 cbm, are sister-vessels. In the event we
acquire the Optional Vessels in the future, we believe the staggered delivery dates of these newbuilding LNG carriers
have and will facilitate a smooth integration of the vessels into our Fleet, contributing to our annual Fleet growth
through 2017.
The Optional Vessels are compatible with a wide range of LNG terminals, providing charterers with the
flexibility to trade the vessels worldwide. Each vessel is equipped with a membrane containment system. The
compact and efficient utilization of the hull structure reduces the required principal dimensions of the vessel
compared to earlier LNG designs and results in higher fuel efficiency and smaller quantities of LNG required for
cooling down vessels' tanks. In addition, the Optional Vessels will be equipped with a tri-fuel diesel electric
propulsion system, which is expected to reduce both fuel costs and emissions.
The following table provides certain information about the Optional Vessels as of July 2, 2015.
Delivery
Date/
Vessel Name / Expected
Delivery Capacity Ice Charter Earliest
Charter Latest
Charter Hull Number Shipyard Date Cbm Class Commencement Charterer Expiration Expiration
Lena River HHI Q4-2013 155,000 Yes Q4 2013 Gazprom Q4 2018 Q4 2018
Clean Ocean HHI Q2-2014 162,000 Yes Q2 2015 Cheniere Q2 2020 Q3 2022
Clean Planet" HHI Q3.2014 162,000 Yes
Hull 2566 HHI 2H-2015 162,000 Yes
Hull 2567 HHI 2H-2015 162,000 Yes
(I) The Clean Planet is employed in the short-term charter market.
RIGHTS TO PURCHASE OPTIONAL VESSELS
We have the right to purchase the Optional Vessels from our Sponsor at a purchase price to be determined
pursuant to the terms and conditions of an omnibus agreement that we entered into with ow Sponsor at the
closing of our IPO, or the Omnibus Agreement. These purchase rights expire 24 months following the respective
delivery of each Optional Vessel from the shipyard. If we are unable to agree with our Sponsor on the purchase
price of any of the Optional Vessels, the respective purchase price will be determined by an independent
appraiser, such as an investment banking firm, broker or firm generally recognized in the shipping industry as
qualified to perform the tasks for which such firm has been engaged, and we will have the right, but not the
obligation, to purchase each vessel at such price. The independent appraiser will be mutually appointed by our
Sponsor and a committee comprised of certain of our independent directors, or the conflicts committee.
The purchase price of the Optional Vessels, as finally determined by an independent appraiser, may be an
amount that is greater than what we are able or willing to pay or we may be unwilling to proceed to purchase
such vessel if such acquisition would not be in ow best interests. We will not be obligated to purchase the
Optional Vessels at the determined price, and, accordingly, we may not complete the purchase of such vessels.
which may have an adverse effect on our expected plans for growth. In addition, our ability to purchase the
Optional Vessels, should we exercise our right to purchase such vessels, is dependent on our ability to obtain
additional financing to fund all or a portion of the acquisition costs of these vessels.
S-3
EFTA01083803
In 2014, we acquired the Arctic Aurora and the Yenisei River from our Sponsor. As of the date of this
prospectus supplement. we have not secured any financing in connection with the potential acquisition of the five
remaining Optional Vessels.
Our Sponsor has entered into loan agreements in connection with the five remaining Optional Vessels. In
the event we acquire the Optional Vessels in the future, we may enter into agreements with our Sponsor to novate
these loan agreements to us. Any such novation would be subject to each respective lender's consent.
OUR RELATIONSHIP WITH OUR SPONSOR AND MEMBERS OF THE PROKOPIOU FAMILY
We believe that one of our principal strengths is our relationships with our Sponsor. our Manager and
members of the Prokopiou Family, including Mr. George Prokopiou, the Chairman of our Board of Directors.
and his daughters Elisavet Prokopiou, Johanna Prokopiou, Marina Kalliope Prokopiou and Maria Eleni
Prokopiou, (who in addition to Mr. Prokopiou, own 100% of the interests in our Sponsor). which provide us
access to their long-standing relationships with major energy companies and shipbuilders and their technical.
commercial and managerial expertise. As of July 2, 2015, our Sponsor's LNG carrier fleet consisted of five LNG
carriers of which one of these vessels was delivered to our Sponsor in 2013, two of these vessels were delivered
to our Sponsor in 2014, and the remaining two vessels are scheduled to be delivered to our Sponsor by the second
half of 2015. While our Sponsor intends to utilize us as its primary growth vehicle to pursue the acquisition of
LNG carriers employed on time charters of four or more years, we can provide no assurance that we will realize
any benefits from our relationship with our Sponsor or the Prokopiou Family and there is no guarantee that their
relationships with major energy companies and shipbuilders will continue. Our Sponsor, our Manager and other
companies controlled by members of the Prokopiou Family are not prohibited from competing with us pursuant
to the terms of the Omnibus Agreement that we have entered into with our Sponsor and our General Partner.
As of July 2, 2015, there were 20,505,000 common units, 14.985,000 subordinated units and 35,526 General
Partner units outstanding. Our Sponsor currently beneficially owns 44.0% of the equity interests in us and our
General Partner, which owns a 0.1% General Partner interest in us and 100% of our incentive distribution rights.
RECENT AND OTHER DEVELOPMENTS
On April 16, 2015, our Board of Directors approved a quarterly cash distribution, for the quarter ended
March 31, 2015, of $0.4225 per common and subordinated unit, or $15.0 million, which was paid on May 12,
2015, to all unitholders of record as of May 5, 2015.
In June 2015. the Amur River completed its time charter with BG Group and commenced employment under
a new 13-year time charter with Gazprom with an estimated contracted revenue backlog of approximately
$311.0 million.
We expect to commence negotiations with our Sponsor to acquire one of the operating Optional Vessels
together with its respective charter contract. We refer to this transaction as the Optional Vessel Acquisition. To
finance a portion of the purchase price of the Optional Vessel Acquisition, we plan to enter into a new secured
debt facility, or the New Secured Debt Facility.
We intend to use the net proceeds of this offering together with a portion of borrowings under the New
Secured Debt Facility to finance the purchase price of the Optional Vessel Acquisition. If we are unable to
complete the Optional Vessel Acquisition, we will use the net proceeds of this offering for general partnership
purposes, including working capital. The closing of the Optional Vessel Acquisition is subject to. among other
things, (i) the identification of the vessel to be acquired; (ii) agreement on the purchase price; (iii) approval of the
Optional Vessel Acquisition and the purchase price by our conflicts committee; (iv) entry into the New Secured
Debt Facility; and (v) the negotiation and execution of definitive documentation. We can provide no assurance
that we will be able to complete the Optional Vessel Acquisition.
S-4
EFTA01083804
OUR CORPORATE STRUCTURE AND CERTAIN COMPANY INFORMATION
Dynagas LNG Partners LP was organized as a limited partnership in the Republic of the Marshall Islands on
May 29, 2013. We own (i) a 100% limited partner interest in Dynagas Operating LP, which owns a 100% interest
in our Fleet through intermediate holding companies and (ii) the noneconomic General Partner interest in
Dynagas Operating LP through our 100% ownership of its General Partner, Dynagas Operating GP LLC. We
own ow vessels through separate wholly-owned subsidiaries that are incorporated in the Republic of the Marshall
Islands, Republic of Malta, Republic of Liberia and the Island of Nevis.
The address of our principal executive offices is 23, Rue Basse, 98000 Monaco. Our telephone number at
that address is We maintain a website at www.dynagaspartners.com. Information contained on
our website does not constitute part of this prospectus.
S-5
EFTA01083805
THE OFFERING
Issuer Dynagas LNG Partners LP
Securities Offered of our % Series A Cumulative Redeemable
Preferred Units, liquidation preference $25.00 per
unit, plus up to an additional Series A
Preferred Units if the underwriters exercise in full
their option to purchase additional units.
For a detailed description of the Series A Preferred
Units. please read "Description of Series A Preferred
Units."
Price per Unit $25.00
Conversion; Exchange and Preemptive Rights The Series A Preferred Units will not have any
conversion or exchange rights or be subject to
preemptive rights.
Distributions Distributions on Series A Preferred Units will accrue
and be cumulative from the date that the Series A
Preferred Units are originally issued and will be
payable on each Distribution Payment Date (as
defined below) when, as and if declared by our Board
of Directors out of legally available funds for such
purpose.
Distribution Payment Dates February 12, May 12, August 12 and November 12.
commencing on November 12, 2015 (each, a
Distribution Payment Date). If any Distribution
Payment Date would otherwise fall on a date that is
not a business day then the Distribution Payment Date
in that case will be the immediately succeeding
business day without accumulation of additional
distributions.
Distribution Rate The distribution rate for the Series A Preferred Units
will be % per annum per $25.00 of liquidation
preference per unit (equal to $ per annum per
unit). The distribution rate is not subject to
adjustment.
Ranking The Series A Preferred Units will represent perpetual
equity interests in us and, unlike our indebtedness,
will not give rise to a claim for payment of a principal
amount at a particular date.
The Series A Preferred Units will rank:
• senior to our common units and to each
other class or series of limited partner
interests or other equity securities
established after the original issue date of
the Series A Preferred Units that is not
expressly made senior to or on a parity with
the Series A Preferred Units as to the
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EFTA01083806
payment of distributions and amounts
payable upon a liquidation event, or the
Junior Securities;
• on a parity with any other class or series of
limited partner interests or other equity
securities established after the original issue
date of the Series A Preferred Units with
terms expressly providing that such class or
series ranks on a parity with the Series A
Preferred Units as to the payment of
distributions and amounts payable upon a
liquidation event, or the Parity Securities;
and
junior to all of our indebtedness and other
liabilities with respect to assets available to
satisfy claims against us, and each other
class or series of limited partner interests or
other equity securities expressly made
senior to the Series A Preferred Units as to
the payment of distributions and amounts
payable upon a liquidation event, or the
Senior Securities.
Optional Redemption At any time on or after August 12,2020, we may
redeem, in whole or in part, the Series A Preferred
Units at a redemption price of $25.00 per unit plus an
amount equal to all accumulated and unpaid
distributions thereon to the date of redemption,
whether or not declared. Any such redemption would
be effected only out of funds legally available for
such purpose. We must provide not less than 30 days'
and not more than 60 days' written notice of any such
redemption.
Voting Rights Holders of the Series A Preferred Units generally
have no voting rights. However, if and whenever
distributions payable on the Series A Preferred Units
are in arrears for six or more quarterly periods,
whether or not consecutive, holders of Series A
Preferred Units (voting together as a class with any
other class or series of Parity Securities (if
applicable)) will be entitled to elect one additional
director to serve on our Board of Directors, and the
size of our Board of Directors will be increased a.
needed to accommodate such change (unless the
holders of Series A Preferred Units and Parity
Securities (if applicable) upon which like voting
rights have been conferred, voting as a class, have
previously elected a member of our Board of
Directors, and such director continues then to serve
on the Board of Directors). Distributions payable on
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EFTA01083807
the Series A Preferred Units will be considered to be
in arrears for any quarterly period for which full
cumulative distributions through the most recent
distribution payment date have not been paid on all
outstanding Series A Preferred Units. The right of
such holders of Series A Preferred Units to elect a
member of our Board of Directors will continue until
such time as all accumulated and unpaid distributions
on the Series A Preferred Units have been paid in full.
Unless we have received the affirmative vote or
consent of the holders of at least two-thirds of the
outstanding Series A Preferred Units, voting as a
single class, we may not adopt any amendment to our
partnership agreement, or the Partnership Agreement.
that would have a material adverse effect on the terms
of the Series A Preferred Units.
In addition, unless we have received the affirmative
vote or consent of the holders of at least two-thirds of
the outstanding Series A Preferred Units, voting as a
class together with holders of any other Parity
Securities (if applicable) upon which like voting
rights have been conferred and are exercisable, we
may not (i) issue any Parity Securities if the
cumulative distributions on Series A Preferred Units
are in arrears or (ii) create or issue any Senior
Securities.
Fixed Liquidation Price In the event of any liquidation, dissolution or winding
up of our affairs, whether voluntary or involuntary.
holders of the Series A Preferred Units will have the
right to receive the liquidation preference of S25.00
per unit plus an amount equal to all accumulated and
unpaid distributions thereon to the date of payment,
whether or not declared, before any payments are
made to holders of our common units or any other
Junior Securities. A consolidation or merger of us
with or into any other entity, individually or in a
series of transactions, will not be deemed to be a
liquidation, dissolution or winding up of our affairs.
Sinking Fund The Series A Preferred Units will not be subject to
any sinking fund requirements.
No Fiduciary Duties We, our officers and directors and our General
Partner will not owe any fiduciary duties to holders of
the Series A Preferred Units other than an implied
contractual duty of good faith and fair dealing
pursuant to the Partnership Agreement.
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EFTA01083808
Use of Proceeds We intend to use the net proceeds of the sale of the
Series A Preferred Units, which are expected to total
approximately $ million (or approximately
million if the underwriters exercise in full their
option to purchase additional units), after deducting
undenvriting discounts and estimated offering
expenses, together with borrowings under the New
Secured Debt Facility to finance the purchase price of
the Optional Vessel Acquisition. If we are unable to
complete the Optional Vessel Acquisition, we will
use the net proceeds of this offering for general
partnership purposes, including working capital. The
closing of the Optional Vessel Acquisition is subject
to, among other things, (i) the identification of the
vessel to be acquired; (ii) agreement on the purchase
price; (iii) approval of the Optional Vessel
Acquisition and the purchase price by our conflicts
committee; (iv) entry into the New Secured Debt
Facility; and (v) the negotiation and execution of
definitive documentation. We can provide no
assurance that we will be able to complete the
Optional Vessel Acquisition. Please read "Use of
Proceeds."
Ratings The Series A Preferred Units will not be rated by any
Nationally Recognized Statistical Rating
Organization.
Listing We intend to file an application to list the Series A
Preferred Units on the NYSE under the symbol
"DLNGPRA." If the application is approved, trading
of the Series A Preferred Units on the NYSE is
expected to begin within 30 days after the original
issue date of the Series A Preferred Units. The
undenvriters have advised us that they intend to make
a market in the Series A Preferred Units prior to
commencement of any trading on the NYSE.
However, the underwriters will have no obligation to
do so, and no assurance can be given that a market for
the Series A Preferred Units will develop prior to
commencement of trading on the NYSE or, if
developed, will be maintained.
Tax Considerations Although we are organized as a partnership. we have
elected to be taxed as a corporation solely for U.S.
federal income tax purposes. We believe that all or a
portion of the distributions you would receive from us
with respect to your Series A Preferred Units would
constitute dividends. If you are an individual citizen or
resident of the United States or a U.S. estate or trust and
meet certain holding period requirements, such
dividends would be expected to be treated as "qualified
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EFTA01083809
dividend income" that is taxable at preferential capital
gain tax rates. Any portion of your distribution that is not
treated as a dividend will be treated first as a non-taxable
return of capital to the extent of your tax basis in your
Series A Preferred Units and, thereafter, as capital gain.
In addition, there are other tax matters you should
consider before investing in the Series A Preferred
Units, including our tax status as a non-U.S. issuer.
Please read "Material U.S. Federal Income Tax
Considerations." "Non•United States Tax
Considerations" and "Risk Factors—Tax Risks."
Form The Series A Preferred Units will be issued and
maintained in book-entry form registered in the name
of the nominee of The Depository Trust Company. or
DTC, except under limited circumstances.
Settlement Delivery of the Series A Preferred Units offered
hereby will be made against payment therefor on or
about 2015.
Risk Factors An investment in our Series A Preferred Units involves
risks. You should consider carefully the factors set forth
in the section of this prospectus entitled "Risk Factors"
beginning on page S-15 of this prospectus and under the
heading "Item 3.—D. Risk Factors" of our Annual
Report on Form 20-F for the year ended December 31.
2014. filed with the Commission on March 10.2015 and
incorporated by reference herein, to determine whether
an investment in our Series A Preferred Units is
appropriate for you.
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EFTA01083810
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table summarizes our summary historical consolidated financial and other operating data. Our
historical consolidated financial statements have been prepared according to a transaction that constitutes a
reorganization of companies under common control and has been accounted for in a manner similar to a pooling of
interests, as the Sponsor Controlled Companies were indirectly wholly-owned by the Prokopiou family prior to the
transfer of ownership of these companies to us. Accordingly, our financial statements have been presented. giving
retroactive effect to the transaction described above, using consolidated financial historical carrying costs of the assets
and liabilities of Dynagas LNG Partners and the Sponsor Controlled Companies as if Dynagas LNG Partners and the
Sponsor Controlled Companies were consolidated for all periods presented.
The summary historical consolidated financial data in the table as of December 31, 2014, 2013 and 2012 and for
the years then ended are derived from our audited consolidated financial statements which have been prepared in
accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are incorporated herein by reference.
The summary historical consolidated financial data in the table as of and for the three months ended March 31, 2015
and 2014 have been derived from our unaudited interim condensed consolidated financial statements and notes thereto.
included in our report on Form 6-K filed with the Commission on May 19, 2015, incorporated by reference in this
prospectus, which should be read in their entirety. Interim results are not necessarily indicative of the results that may
be expected for the year ended December 31, 2015.
Our financial position. results of operations and cash flows could differ from those that would have resulted if we
operated autonomously or as an entity independent of our Sponsor in the periods prior to our IPO for which historical
financial data are presented below, and such data may not be indicative of our future operating results or financial
performance.
Income Statement Data Three Months Ended
March 31. Year Ended December 31.
2015 2014 2014 2013 2012
(In thousands of Dollars, except for unit and per unit data
Voyage revenues $ 35,620 $ 21,009 $ 107,088 $ 85,679 $ 77,498
Voyage expenseso) (720) (439) (2,273) (1,686) (3,468)
Vessel operating expenses (5,491) (3,124) (16,813) (11,909) (15,722)
General and administrative expenses-including
related party (537) (580) (1,951) (387) (278)
Management fees-related party (1,194) (695) (3,566) (2,737) (2,638)
Depreciation (5,968) (3,348) (17,822) (13,579) (13,616)
Dry-docking and special survey costs — — (2,109)
Operating income $ 21,710 $ 12,823 $ 64,663 $ 55,381 $ 39,667
Interest income 34 221 1
Interest and finance costs (6,919) (1,944) (14,524) (9,732) (9,576)
Loss on derivative financial instruments — — (1%)
Other, net 53 150 201 (29) (60)
Net Income $ 14,878 $ 11,029 $ 50,561 $ 45,620 $ 29,836
Earnings per Unit (basic and diluted):
Common Unit (basic and diluted) $ 0.42 $ 0.37 $ 1.58 $ 2.95 $ 1 1-
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Weighted average number of units
outstanding (basic and diluted): Three Months Ended
March 31. Year Ended December 31,
2015 2014 2014 2013 2012
(In thousands of Dollars. except for unit and per unit data )
Common units 20,505,000 14.985.000 17.964,288 7,729,521 6,735,000
Balance Sheet Data:
Total current assets $ 21,061 $ 14,348 $ 7,606 $ 8,981
Vessels, net 833,915 839,883 453,175 466,754
Total assets 887,264 887,376 488,735 476,275
Total current liabilities 38,437 33,249 14,903 398,434
Total long term debt, including current
portion 570,000 575,000 219,585 380,715
Total partners' equity 297,550 297,698 257,699 75,175
Cash Flow Data:
Net cash provided by operating activities $ 26,386 $ 14,529 $ 76,443 $ 44,204 $ 27,902
Net cash used in investing activities — — (404,530) — —
Net cash provided by/ (used in) financing
activities (20,101) (11,438) 334,359 (38,527) (27,902)
Fleet Data:
Number of vessels at the end of the
period/year 5 3 5 3 3
Average number of vessels in operationm 5.0 3.0 3.8 3.0 3.0
Average age of vessels in operation at end of
period/year (years) 5.3 6.7 5.0 6.4 5.4
Available daysai 450 270 1,384 1,095 1.056
Fleet utilizationa) 100% 100% 100% 100% 99.5%
Other Financial Data:
Cash distributions per unit $ 0.4225 $ 0.365 $ 1.294661) — —
Time Charter Equivalent (in US dollars)(5) $ 77,556 $ 76,185 $ 75,733 $ 76,706 $ 70,104
Adjusted EBITDAto $ 28.066 $ 16.482 $ 84,751 $ 64,749 $ 55,889
Represents the number of vessels that constituted our Fleet for the relevant year, as measured by the sum of the
number of days each vessel was a part of our Fleet during the period divided by the number of calendar days in
the period.
Available days are the total number of calendar days our vessels were in our possession during a period. less the
total number of scheduled off-hire days during the period associated with major repairs, or drydockings.
We calculate fleet utilization by dividing the number of our revenue earning days. which are the total number of
Available days of our vessels net of unscheduled off-hire days, during a period, by the number of our Available
days during that period. The
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