Höegh LNG Partners LP

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Number 333-197228 PROSPECTUS Höegh LNG Partners LP 9,600,000 Common Units Representing Limited Partner Interests $20.00 per common unit This is the initial public offering of our common units. We are selling 9,600,000 common units in this offering. Prior to this offering, there has been no public market for our common units. To the extent the underwriters sell more than 9,600,000 common units in this offering, the underwriters have an option to purchase up to 1,440,000 additional common units. We are a Marshall Islands limited partnership formed to own, operate and acquire floating storage and regasification units (“FSRUs”), liquefied natural gas (“LNG”) carriers and other LNG infrastructure assets under long-term charters. At the closing of this offering, interests in our initial fleet of FSRUs will be contributed to us by Höegh LNG Holdings Ltd., a leading floating LNG service provider. Although we are organized as a limited partnership, we have elected to be treated as a corporation solely for U.S. federal income tax purposes. Our common units have been approved for listing on the New York Stock Exchange, under the symbol “HMLP,” subject to official notice of issuance. We are an “emerging growth company,” and we are eligible for reduced reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.” Investing in our common units involves risks. Please read “Risk Factors” beginning on page 24. These risks include the following: • Our initial fleet consists of only three vessels. Any limitation on the availability or operation of those vessels could have a material adverse effect on our business, financial condition and results of operations. • We currently derive all of our revenue from two customers, and the loss of either of these customers would result in a significant loss of revenues and cash flow. • We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to enable us to pay the minimum quarterly distribution on our units. • We will be required to make substantial capital expenditures to maintain and expand our fleet, which will reduce our cash available for distribution. • We depend on Höegh LNG Holdings Ltd. and its subsidiaries for the management of our fleet and to assist us in operating and expanding our business. • Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of unitholders who own more than 4.9% of our common units. • Our general partner and its affiliates own a significant interest in us and have conflicts of interest and limited duties to us and our unitholders, which may permit them to favor their own interests to your detriment. • Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price. • You will experience immediate and substantial dilution of $10.71 per common unit. • U.S. tax authorities could treat us as a “passive foreign investment company,” which would have adverse U.S. federal income tax consequences to U.S. unitholders. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Common Unit Total Public Offering Price $ 20.00 $192,000,000 Underwriting Discount(1) $ 1.25 $ 12,000,000 Proceeds to Höegh LNG Partners LP (before expenses) $ 18.75 $180,000,000 (1) Excludes an aggregate structuring fee of $960,000 (0.5% of the offering proceeds) payable to Citigroup Global Markets Inc. See “Underwriting.” The underwriters expect to deliver the common units to purchasers on or about August 12, 2014 through the book-entry facilities of The Depository Trust Company. Citigroup BofA Merrill Lynch Morgan Stanley Barclays UBS Investment Bank DNB Markets Credit Agricole CIB RS Platou Markets AS August 7, 2014 Table of Contents Table of Contents We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. TABLE OF CONTENTS SUMMARY 1 Overview 1 Our Relationship with Höegh LNG 3 Business Opportunities 3 Competitive Strengths 4 Business Strategies 5 Risk Factors 6 Implications of Being an Emerging Growth Company 6 Formation Transactions 7 Holding Entity Structure 8 Simplified Organizational and Ownership Structure after This Offering 9 Our Management 10 Principal Executive Offices and Internet Address; SEC Filing Requirements 11 Summary of Conflicts of Interest and Fiduciary Duties 11 The Offering 13 Summary Historical Financial and Operating Data 19 RISK FACTORS 24 Risks Inherent in Our Business 24 Risks Inherent in an Investment in Us 45 Tax Risks 56 FORWARD-LOOKING STATEMENTS 59 USE OF PROCEEDS 61 CAPITALIZATION 62 DILUTION 64 OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS 65 General 65 Forecasted Results of Operations for the 12-Month Period Ending September 30, 2015 67 Forecast Assumptions and Considerations 71 Forecasted Cash Available for Distribution 77 HOW WE MAKE CASH DISTRIBUTIONS 84 Distributions of Available Cash 84 Operating Surplus and Capital Surplus 85 Subordination Period 88 Distributions of Available Cash From Operating Surplus During the Subordination Period 89 Distributions of Available Cash From Operating Surplus After the Subordination Period 90 General Partner Interest 90 Incentive Distribution Rights 90 Percentage Allocations of Available Cash From Operating Surplus 91 Höegh LNG’s Right to Reset Incentive Distribution Levels 91 Distributions from Capital Surplus 94 Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels 94 Distributions of Cash upon Liquidation 95 i Table of Contents SELECTED HISTORICAL FINANCIAL AND OPERATING DATA 96 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 101 Overview 101 Items You Should Consider When Evaluating Our Historical Financial Performance and Assessing Our Future Prospects 105 Factors Affecting Our Results of Operations 106 Important Financial and Operational Terms and Concepts 107 Customers 109 Inflation and Cost Increases 109 Insurance 109 Results of Operations 110 Liquidity and Capital Resources 124 Contractual Obligations 132 Off-Balance Sheet Arrangements 132 Critical Accounting Estimates 132 Recent Accounting Pronouncements 134 Quantitative and Qualitative Disclosures About Market Risk 134 INDUSTRY 135 Overview of the Natural Gas Market 135 Introduction to Liquefied Natural Gas 136 LNG Supply 137 LNG Demand 139 LNG Trade 141 Floating Regasification Vessels 143 Demand for FSRUs 144 FSRU Market Participants 145 FSRU Design Trends 145 Floating LNG Production 146 LNG Carriers 147 Vessel Prices and Vessel Sizes 148 LNG Carrier Development and Propulsion 148 LNG Shipping Market 149 Safety and Security 150 BUSINESS 152 Overview 152 Our Relationship with Höegh LNG 153 Business Opportunities 154 Competitive Strengths 154 Business Strategies 155 Our Fleet 156 Customers 159 Vessel Time Charters 159 Competition 168 Classification, Inspection and Maintenance 168 Safety, Management of Ship Operations and Administration 169 Maritime Personnel and Competence Development 170 Risk of Loss, Insurance and Risk Management 170 Environmental and Other Regulation 171 Properties 180 Legal Proceedings 180 Taxation of the Partnership 180 ii Table of Contents MANAGEMENT 187 Management of Höegh LNG Partners LP 187 Directors and Executive Officers 188 Reimbursement of Expenses of Our General Partner 190 Executive Compensation 190 Compensation of Directors 190 Richard Tyrrell Employment Agreement 191 Long-Term Incentive Plan 191 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 194 OUR JOINT VENTURES AND JOINT VENTURE AGREEMENTS 195 General 195 SRV Joint Gas Shareholders’ Agreement 195 Loans from Joint Venture Partners 196 Dividend and Distribution Policy 196 Restrictions on Transfer of Equity Interests; Purchase Rights 196 Termination 197 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 198 Distributions and Payments to our General Partner and Its Affiliates 198 Agreements Governing the Transactions 199 Other Related Party Transactions 211 CONFLICTS OF INTEREST AND FIDUCIARY DUTIES 214 Conflicts of Interest 214 Fiduciary Duties 217 DESCRIPTION OF THE COMMON UNITS 221 The Units 221 Transfer Agent and Registrar 221 Transfer of Common Units 221 OUR PARTNERSHIP AGREEMENT 223 Organization and Duration 223 Purpose 223 Cash Distributions 223 Capital Contributions 223 Voting Rights 223 Applicable Law; Forum, Venue and Jurisdiction 225 Limited Liability 226 Issuance of Additional Interests 226 Tax Status 227 Amendment of Our Partnership Agreement 227 Merger, Sale, Conversion or Other Disposition of Assets 229 Termination and Dissolution 230 Liquidation and Distribution of Proceeds 230 Withdrawal or Removal of our General Partner 230 Transfer of General Partner Interest 232 Transfer of Ownership Interests in General Partner 232 Transfer

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