Höegh LNG Partners LP (Exact Name of Registrant As Specified in Its Charter) Republic of the Marshall Islands (Jurisdiction of Incorporation Or Organization)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report __________ Commission File Number 001-36588 Höegh LNG Partners LP (Exact name of Registrant as specified in its charter) Republic of the Marshall Islands (Jurisdiction of incorporation or organization) Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda (Address of principal executive offices) Håvard Furu Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda Telephone: +479-912-3443 Facsimile: +479-755-7401 [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common units representing limited partner interests HMLP New York Stock Exchange Series A cumulative redeemable preferred units representing limited partner interests HMLP PRA New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 33,308,439 common units representing limited partner interests 6,752,333 Series A cumulative redeemable preferred units representing limited partner interests Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ⌧ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ⌧ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ⌧ Non-accelerated filer ☐ Emerging Growth Company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards+ provided pursuant to Section 13(a) of the Exchange Act. ☐ + The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ⌧ International Financial Reporting Standards as issued by the Other ☐ International Accounting Standards Board ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ⌧ No Table of Contents HÖEGH LNG PARTNERS LP INDEX TO FORM 20-F Presentation of Information in this Report 4 Forward-Looking Statements 5 Part I 8 Item 1. Identity of Directors, Senior Management and Advisers 8 Item 2. Offer Statistics and Expected Timetable 8 Item 3. Key Information 8 A. Selected Financial Data 8 B. Capitalization and Indebtedness 14 C. Reasons for the Offer and Use of Proceeds 14 D. Risk Factors 15 Item 4. Information on the Partnership 56 A. History and Development of the Partnership 56 B. Business Overview 57 C. Organizational Structure 103 D. Property, Plant and Equipment 103 Item 4A. Unresolved Staff Comment 103 Item 5. Operating and Financial Review and Prospects 104 A. Operating Results 115 B. Liquidity and Capital Resources 124 C. Research and Development, Patents and Licenses, Etc. 141 D. Trend Information 141 E. Off-Balance Sheet Arrangements 142 F. Tabular Disclosure of Contractual Obligations 142 G. Safe Harbor 143 Item 6. Directors, Senior Management and Employees 143 A. Directors and Senior Management 143 B. Compensation 145 C. Board Practices 148 D. Employees 150 E. Unit Ownership 150 Item 7. Major Unitholders and Related Party Transactions 150 A. Major Unitholders 150 B. Related Party Transactions 151 C. Interests of Experts and Counsel 163 Item 8. Financial Information 164 A. Consolidated Statements and Other Financial Information 164 B. Significant changes 167 Item 9. The Offer and Listing 167 A. Offer and Listing Details 167 B. Plan of Distribution 167 C. Markets 167 D. Selling Unitholders 167 E. Dilution 167 F. Expenses of the Issue 168 Item 10. Additional Information 168 A. Share Capital 168 B. Memorandum and Articles of Association 168 C. Material Contracts 168 D. Exchange Controls 172 E. Taxation 172 F. Dividends and Paying Agents 178 G. Statement by Experts 179 H. Documents on Display 179 2 Table of Contents I. Subsidiary Information 179 Item 11. Quantitative and Qualitative Disclosures About Market Risk 179 Item 12. Description of Securities Other than Equity Securities 180 181 Part II 181 Item 13. Defaults, Dividend Arrearages and Delinquencies Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds 181 Item 15. Controls and Procedures 181 Item 16A. Audit Committee Financial Expert 182 Item 16B. Code of Ethics 182 Item 16C. Principal Accountant Fees and Services 182 Item 16D. Exemptions from the Listing Standards for Audit Committees 183 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 183 Item 16F. Change in Registrants’ Certifying Accountant 183 Item 16G. Corporate Governance 183 Item 16H. Mine Safety Disclosure 184 185 Part III Item 17. Financial Statements 185 Item 18. Financial Statements 185 Item 19. Exhibits 185 SIGNATURE 192 Index to Financial Statements of Höegh LNG Partners LP F-1 3 Table of Contents PRESENTATION OF INFORMATION IN THIS REPORT This annual report on Form 20-F for the year ended December 31, 2020 (this “Annual Report”) should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report. Unless we otherwise specify, references in this Annual Report to “Höegh LNG Partners,” “we,” “our,” “us” and “the Partnership” refer to Höegh LNG Partners LP or any one or more of its subsidiaries, or to all such entities unless the context otherwise indicates. References in this Annual Report to “our general partner” refer to Höegh LNG GP LLC, the general partner of Höegh LNG Partners. References in this Annual Report to “our operating company” refer to Höegh LNG Partners Operating LLC, a wholly owned subsidiary of the Partnership. References in this Annual Report to "Höegh Lampung" refer to Hoegh LNG Lampung Pte Ltd., a wholly owned subsidiary of our operating company. References in this Annual Report to “Höegh FSRU III” refer to Höegh LNG FSRU III Ltd., a wholly owned subsidiary of our operating company (which was formally dissolved on May 4, 2020). References in this Annual Report to “PT Höegh” refer to PT Hoegh LNG Lampung, the owner of the PGN FSRU Lampung. References in this Annual Report to “Höegh Cyprus” refer to Hoegh LNG Cyprus Limited including its wholly owned branch, Hoegh LNG Cyprus Limited Egypt Branch (“Egypt Branch”), a wholly owned subsidiary of our operating company and the owner of the Höegh Gallant. References in this Annual Report to “Höegh Colombia Holding” refer to Höegh LNG Colombia Holding Ltd., a wholly owned subsidiary of our operating company. References in this Annual Report to “Höegh FSRU IV” refer to Höegh LNG FSRU IV Ltd., a wholly owned subsidiary of Höegh Colombia Holding and the owner of the Höegh Grace. References in this Annual Report to “Höegh Colombia” refer to Höegh LNG Colombia S.A.S., a wholly owned subsidiary of Höegh Colombia Holding. References in this Annual Report to our or the “joint ventures” refer to SRV Joint Gas Ltd. and/or SRV Joint Gas Two Ltd., the joint ventures that own two of the vessels in our fleet, the Neptune and the Cape Ann, respectively.