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        Filed Pursuant to Rule 424(b)(2)
Registration No. 333-220736

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 10, 2017)

GRAPHIC

GasLog Partners LP

4,000,000 8.500% SERIES C CUMULATIVE REDEEMABLE PERPETUAL
FIXED TO FLOATING RATE PREFERENCE UNITS
(LIQUIDATION PREFERENCE $25.00 PER UNIT)



        We are offering 4,000,000 of our 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units, liquidation preference $25.00 per unit (the "Series C Preference Units").



        Distributions on the Series C Preference Units are cumulative from the date of original issue and will be payable quarterly in arrears on the 15th day of March, June, September and December of each year, when, as and if declared by our board of directors. The initial distribution on the Series C Preference Units offered hereby will be payable on March 15, 2019. Distributions will be payable out of amounts legally available for distributions (i) from and including the original issue date to, but excluding, March 15, 2024 at a fixed rate equal to 8.500% per annum of the stated liquidation preference and (ii) from and including March 15, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.317% per annum of the stated liquidation preference.

        At any time on or after March 15, 2024, the Series C Preference Units may be redeemed, in whole or in part, out of amounts legally available therefor, 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.

        We intend to file an application to list the Series C Preference Units on the New York Stock Exchange, or the NYSE, under the symbol "GLOP PR C". If the application is approved, we expect trading of the Series C Preference Units on the NYSE to begin within 30 days after their original issue date. Currently, there is no public market for the Series C Preference Units.



        Investing in our Series C Preference Units involves a high degree of risk. Our Series C Preference Units have not been rated and are subject to the risks associated with unrated securities. Please read the section entitled "Risk Factors" on page S-24 of this prospectus supplement and beginning on page 7 of our Annual Report on Form 20-F before you make an investment in our Series C Preference Units.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus are truthful or complete. Any representation to the contrary is a criminal offense.



 
  Per Unit   Total  

Public Offering Price

  $25.00   $100,000,000  

Underwriting Discounts and Commissions(1)

  $0.7875   $3,150,000  

Proceeds to GasLog Partners LP (before expenses)

  $24.2125   $96,850,000  

(1)
See "Underwriting" for additional information regarding the total underwriting compensation.

        We have granted the underwriters an option for a period of 30 days to purchase up to an additional 600,000 Series C Preference Units. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $3,622,500, and total proceeds to us before expenses will be $111,377,500.

        The underwriters expect to deliver the Series C Preference Units on or about November 15, 2018.

        Joint Bookrunners

 
   
   
   
   
UBS Investment Bank   Morgan Stanley   Stifel   Citigroup   Credit Suisse

November 7, 2018


Table of Contents

GRAPHIC


Table of Contents


TABLE OF CONTENTS

 
   

PROSPECTUS SUPPLEMENT

   

ABOUT THIS PROSPECTUS SUPPLEMENT

  ii

SUMMARY

  S-1

RISK FACTORS

  S-24

FORWARD-LOOKING STATEMENTS

  S-34

USE OF PROCEEDS

  S-36

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE UNIT DISTRIBUTIONS

  S-37

CASH AND CAPITALIZATION

  S-38

DESCRIPTION OF SERIES C PREFERENCE UNITS

  S-40

SUMMARY OF OUR PARTNERSHIP AGREEMENT

  S-49

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

  S-66

NON-UNITED STATES TAX CONSIDERATIONS

  S-75

UNDERWRITING

  S-76

LEGAL MATTERS

  S-83

EXPERTS

  S-83

EXPENSES RELATED TO THIS OFFERING

  S-83

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  S-83

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

  S-85

PROSPECTUS

 
 

FORWARD-LOOKING STATEMENTS

  1

THE COMPANY

  3

RISK FACTORS

  5

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

  6

ABOUT THIS PROSPECTUS

  7

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  7

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

  8

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE UNIT DISTRIBUTIONS

  9

USE OF PROCEEDS

  10

CAPITALIZATION AND INDEBTEDNESS

  10

DESCRIPTION OF COMMON UNITS

  10

DESCRIPTION OF SERIES A PREFERENCE UNITS

  10

DESCRIPTION OF OTHER CLASSES OF UNITS

  10

DESCRIPTION OF DEBT SECURITIES

  12

DESCRIPTION OF WARRANTS

  19

DESCRIPTION OF RIGHTS

  20

DESCRIPTION OF THE COMBINATION UNITS

  20

SUMMARY OF OUR PARTNERSHIP AGREEMENT

  21

OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

  36

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

  48

NON-UNITED STATES TAX CONSIDERATIONS

  48

PLAN OF DISTRIBUTION

  48

EXPENSES

  50

LEGAL MATTERS

  50

EXPERTS

  50

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ABOUT THIS PROSPECTUS SUPPLEMENT

        This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters. The second part, the prospectus, gives more general information about securities we may offer from time to time. Generally, when we refer to the "prospectus", we are referring to both parts of this document combined. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where You Can Find Additional Information" and "Incorporation of Certain Information by Reference". To the extent the description of our securities in this prospectus supplement differs from the description of our securities in the accompanying prospectus, you should rely on the information in this prospectus supplement.

        You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. The distribution of this prospectus and sale of these securities in certain jurisdictions may be restricted by law. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement is accurate as of the date on the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.

        We expect that delivery of the Series C Preference Units will be made to investors on November 15, 2018, which will be the fifth business day following the date of pricing of the Series C Preference Units (such settlement being referred to as "T+5"). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Series C Preference Units on the initial pricing date of the Series C Preference Units or the succeeding two business days will be required, by virtue of the fact that the Series C Preference Units initially will settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their advisors.

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SUMMARY

        This summary highlights information contained elsewhere in this prospectus supplement and accompanying prospectus. The information presented in this prospectus supplement assumes, unless otherwise noted, that the underwriters do not exercise their option to purchase additional Series C Preference Units. You should read "Risk Factors" beginning on page S-24 of this prospectus supplement and beginning on page 7 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on February 12, 2018 ("Annual Report on Form 20-F").

        In this prospectus supplement, unless otherwise indicated, references to:

    "GasLog Partners", the "Partnership", "we", "our", "us" or similar terms refer to GasLog Partners LP or any one or more of its subsidiaries, or to all such entities unless the context otherwise indicates;

    "GasLog", depending on the context, refers to GasLog Ltd. and to any one or more of its direct and indirect subsidiaries, other than GasLog Partners;

    "our general partner" refers to GasLog Partners GP LLC, the general partner of GasLog Partners and a wholly owned subsidiary of GasLog;

    "GasLog LNG Services" refers to GasLog LNG Services Ltd., a wholly owned subsidiary of GasLog;

    "GasLog Partners Holdings" refers to GasLog Partners Holdings LLC, a wholly owned subsidiary of GasLog;

    "Shell" refers to Royal Dutch Shell plc or any one or more of its subsidiaries;

    "Mitsui" refers to Mitsui & Co., Ltd.;

    "Lepta Shipping" refers to Lepta Shipping Co., Ltd., a subsidiary of Mitsui;

    "Centrica" refers to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc;

    "Cheniere" refers to Cheniere Energy, Inc.;

    "LNG" refers to liquefied natural gas;

    "Cool Pool" refers to an LNG carrier pooling arrangement operated by GasLog and Golar LNG Ltd.;

    "Series A Preference Units" refers to the 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units issued by us on May 15, 2017;

    "Series B Preference Units" refers to the 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units issued by us on January 17, 2018;

    "omnibus agreement" refers to the Omnibus Agreement dated May 12, 2014 by and among the Partnership, GasLog, our general partner and GasLog Partners Holdings LLC, as amended;

    "IPO" refers to the initial public offering of GasLog Partners on May 12, 2014;

    "IFRS" refers to International Financial Reporting Standards;

    "IASB" refers to International Accounting Standards Board;

    "NYSE" refers to the New York Stock Exchange;

    "SEC" refers to the U.S. Securities and Exchange Commission;

    "dollars" and "$" refer to, and amounts are presented in, U.S. dollars;

    "TFDE" refers to tri-fuel diesel electric;

    "Steam" refers to steam-powered;

    "LP-2S" refers to low pressure dual-fuel two-stroke engine propulsion; and

    "cbm" refers to cubic meters.

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GasLog Partners LP

Overview

        We are a growth-oriented limited partnership focused on owning, operating and acquiring LNG carriers engaged in LNG transportation. Our fleet of 13 LNG carriers, 12 of which have fixed charter terms expiring between 2019 and 2026 that can be extended at the charterers' option, and one that currently operates in the spot market, were contributed to us by, or acquired by us from, GasLog, which controls us through its ownership of our general partner.

        Our fleet consists of 13 LNG carriers, including eight vessels with modern TFDE propulsion technology and five Steam vessels that operate under multi-year charters, except for the GasLog Shanghai, which currently operates in the spot market through the Cool Pool. We also have options and other rights under which we may acquire additional LNG carriers from GasLog, as described below. We believe that such options and rights provide us with significant built-in growth opportunities. We may also acquire vessels or other LNG infrastructure assets from shipyards or other owners in the future.

        We operate our vessels mainly under multi-year charters with fixed-fee contracts that generate predictable cash flows during the life of these charters. We intend to grow our portfolio through further acquisitions of LNG carriers or other LNG infrastructure assets from GasLog and third parties. However, we cannot assure you that we will make any particular acquisition or that, as a consequence, we will successfully grow our per common unit distributions. Among other things, our ability to acquire additional LNG carriers or other LNG infrastructure assets will be dependent upon our ability to raise additional equity and debt financing. For further discussion of the risks that we face, please see "Risk Factors" beginning on page S-24 and please read "Item 3. Key Information—D. Risk Factors" of our Annual Report on Form 20-F.

        We are controlled by GasLog, which currently holds a 27.5% interest (including the 2% interest through general partner units) in us, and owns and controls our general partner. The issuance of the Series C Preference Units in this offering will not affect this limited partner percentage ownership of GasLog, as the Series C Preference Units will not be included in the calculation of "Percentage Interest" as defined in our Partnership Agreement. GasLog is, we believe, a leading independent international owner, operator and manager of LNG carriers and provides support to international energy companies as part of their LNG logistics chain. GasLog was founded by its chairman, Peter G. Livanos, whose family's shipping activities commenced more than 100 years ago. On April 4, 2012, GasLog completed its initial public offering, and its common shares began trading on the NYSE on March 30, 2012, under the symbol "GLOG". At the time of its initial public offering, GasLog's wholly owned fleet consisted of ten LNG carriers, including eight newbuildings on order. Since its initial public offering, GasLog has increased by approximately 105% the total carrying capacity of vessels in its fleet, which includes vessels on the water and newbuildings on order. As of November 7, 2018, GasLog's wholly owned fleet includes 19 LNG carriers (including 12 ships in operation and 7 LNG carriers on order) and GasLog has one LNG carrier operating under its technical management for third parties and a vessel secured under a long-term bareboat charter from Lepta Shipping, a subsidiary of Mitsui. See "—Our Fleet" and "—Additional Vessels".

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Our Fleet

Owned Fleet

        The following table presents information about our fleet as of November 7, 2018:

LNG Carrier
  Year Built   Cargo
Capacity
(cbm)
  Charterer   Propulsion   Charter Expiration   Optional Period  

1 Methane Rita Andrea

    2006     145,000   Shell   Steam   April 2020      

2 Methane Jane Elizabeth

    2006     145,000   Shell   Steam   October 2019(1)      

3 Methane Alison Victoria

    2007     145,000   Shell   Steam   December 2019(1)      

Methane Jane Elizabeth or Methane Alison Victoria(1)

    2006/2007     145,000   New Customer   Steam   November or December 2020     2021-2024(2)  

4 Methane Shirley Elisabeth

    2007     145,000   Shell   Steam   June 2020      

5 Methane Heather Sally

    2007     145,000   Shell   Steam   December 2020     2023-2025(3)  

6 GasLog Shanghai

    2013     155,000   Spot Market(4)   TFDE        

7 GasLog Santiago

    2013     155,000   New Customer   TFDE   December 2021 or January 2022     2022-2028(5)  

8 GasLog Sydney

    2013     155,000   Cheniere(6)   TFDE   April 2020     2020-2021(7)  

9 GasLog Seattle

    2013     155,000   Shell   TFDE   December 2020     2025-2030(8)  

10 Solaris

    2014     155,000   Shell   TFDE   June 2021     2026-2031(8)  

11 GasLog Greece

    2016     174,000   Shell   TFDE   March 2026     2031(9)  

12 GasLog Geneva

    2016     174,000   Shell   TFDE   September 2023     2028-2031(10)  

13 GasLog Gibraltar(11)

    2016     174,000   Shell   TFDE   October 2023     2028-2031(10)  

(1)
GasLog Partners has secured a one-year charter for either the Methane Jane Elizabeth or the Methane Alison Victoria (as nominated by the Partnership) commencing in either November or December 2019 at the Partnership's option.

(2)
Charterer may extend the term of this time charter for a period ranging from one to four years, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(3)
Charterer may extend the term of the related charters for one extension period of three or five years, and each charter requires that the charterer gives us advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(4)
The vessel is currently operating in the spot market under the Cool Pool.

(5)
Charterer may extend the term of this time charter for a period ranging from one to seven years, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(6)
The vessel is currently operating in the spot market under a short-term charter and is expected to begin her 18-month charter with Cheniere in December 2018.

(7)
Charterer may extend the term of this time charter for a period ranging from six to twelve months, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(8)
Charterer may extend the term of these time charters for a period ranging from five to ten years, provided that the charterer gives us advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(9)
Charterer may extend the term of the time charter for a period of five years, provided that the charterer gives us advance notice of declaration.

(10)
Charterer may extend the term of the time charters by two additional periods of five and three years, respectively, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(11)
On April 26, 2018, GasLog Partners acquired from GasLog 100% of the shares in the entity that owns and charters the GasLog Gibraltar.

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        On October 25, 2018, GasLog Partners announced an agreement with GasLog to purchase 100% of the ownership interest in GAS-twenty seven Ltd., the entity that owns and charters the Methane Becki Anne to Shell. The acquisition is expected to close in November 2018.

Charter Expirations

        The Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Rita Andrea and the Methane Shirley Elisabeth are due to come off charter in October 2019, December 2019, April 2020 and June 2020, respectively, each plus or minus 30 days. GasLog Partners has secured a one-year charter for either the Methane Jane Elizabeth or the Methane Alison Victoria (as nominated by the Partnership), commencing in either November or December 2019 at the Partnership's option. GasLog Partners continues to pursue opportunities for new multi-year charters with third parties and, on an interim basis, may consider trading the vessels in the spot market, pursuing the most advantageous redeployment depending on evolving market conditions.

Additional Vessels

Existing Vessel Interests Purchase Options

        We currently have the option to purchase from GasLog: (i) the GasLog Glasgow within 36 months after GasLog notifies our board of directors of her acceptance by her charterers and (ii) the GasLog Houston within 30 days after GasLog notifies us that the vessel has commenced its multi-year charter with Shell. In each case, our option to purchase is at fair market value as determined pursuant to the omnibus agreement. Our option to acquire the Methane Julia Louise expired in March 2018, while the options to acquire the GasLog Genoa and the GasLog Hong Kong expired in April 2018. In each case, our option to purchase is at fair market value as determined pursuant to the omnibus agreement. See "Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement—Noncompetition" of our Annual Report on Form 20-F for additional information on the LNG carrier purchase options.

LNG Carrier
  Year Built   Cargo
Capacity
(cbm)
  Charterer   Propulsion   Charter
Expiration(1)
 

1 GasLog Glasgow

    2016     174,000   Shell   TFDE     June 2026  

2 GasLog Houston(2)

    2018     174,000   Shell   LP-2S     May 2028  

(1)
Indicates the expiration of the initial fixed term.

(2)
The vessel is currently on a short-term charter until the commencement of her multi-year charter party with a subsidiary of Shell, from the beginning of 2019 until May 2028.

Five-Year Vessel Business Opportunities

        GasLog has agreed, and has caused its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying us and offering us the opportunity to purchase such vessel at fair market value. We refer to these vessels, together with any related charters, as "Five-Year Vessels". The five newbuildings listed below will each qualify as a Five-Year Vessel upon commencement of their respective charters, and GasLog will be required to offer to us an opportunity to purchase each vessel at fair market value within 30 days of the commencement of its charter. Generally, we must exercise this right of first offer within 30 days

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following the notice from GasLog that each vessel has been acquired or has become a Five-Year Vessel.

LNG Carrier
  Year Built(1)   Cargo
Capacity
(cbm)
  Charterer   Propulsion   Estimated
Charter
Expiration(2)
 

1 Hull No. 2131

    Q1 2019     174,000   Shell   LP-2S     2029  

2 Hull No. 2213

    Q2 2020     180,000   Centrica   LP-2S     2027  

3 Hull No. 2262

    Q3 2020     180,000   Centrica   LP-2S     2027  

4 Hull No. 2300

    Q4 2020     174,000   Cheniere   LP-2S     2027  

5 Hull No. 2301

    Q4 2020     174,000   Cheniere   LP-2S     2027  

(1)
Expected delivery quarters are presented.

(2)
Charter expiration to be determined based upon actual date of delivery.

Rights of First Offer

        In addition, under the omnibus agreement, we will have a right of first offer with regard to any proposed sale, transfer or other disposition of any LNG carriers with cargo capacities greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter of five full years or more that GasLog owns, as discussed elsewhere in this prospectus supplement.

Vessel Acquisition Considerations

        We are not obligated to purchase any of the vessels from GasLog described in the previous sections and, accordingly, we may not complete the purchase of any such vessels. Furthermore, our ability to purchase any additional vessels, including under the omnibus agreement from GasLog, is dependent on our ability to obtain financing to fund all or a portion of the acquisition costs of these vessels. As of the date of this prospectus supplement, we have not secured any financing for the acquisition of additional vessels. Our ability to acquire additional vessels from GasLog is also subject to obtaining any applicable consents of governmental authorities and other non-affiliated third parties, including the relevant lenders and charterers. Under the omnibus agreement, GasLog will be obligated to use reasonable efforts to obtain any such consents. We cannot assure you that in any particular case the necessary consent will be obtained. See "Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business" of our Annual Report on Form 20-F for a discussion of the risks we face in acquiring vessels. See also "Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement" of our Annual Report on Form 20-F.


Our Relationship with GasLog Ltd.

        We believe that one of our principal strengths is our relationship with GasLog. We believe our relationship with GasLog gives us access to GasLog's relationships with leading energy companies, shipbuilders, financing sources and suppliers and to its technical, commercial and managerial expertise, which we believe will allow us to compete more effectively when seeking additional customers. As of November 7, 2018, GasLog's wholly owned fleet includes 19 LNG carriers (including twelve ships in operation and seven LNG carriers on order) and GasLog has one LNG carrier operating under its technical management for third parties, and a vessel secured under a long-term bareboat charter from Lepta Shipping. In addition, GasLog holds a 27.5% interest (including the 2% interest through general partner units) in the Partnership. GasLog was incorporated in 2003 and is effectively controlled by its chairman, Peter G. Livanos, who beneficially owns approximately 40.1% of GasLog's common shares. Mr. Livanos's family's shipping activities commenced more than 100 years ago. Since its initial public offering in April 2012, GasLog has increased by approximately 105% the total carrying capacity of vessels in its fleet, which includes vessels on the water and newbuildings on order. In addition, GasLog,

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through its wholly owned subsidiary GasLog LNG Services, provides ship management services to the LNG carriers in our fleet, except for the Solaris which is managed by a subsidiary of Shell and, subject to any alternative arrangements with the applicable charterer, additional ships we may acquire from GasLog. GasLog also provides certain administrative and commercial management services to the Partnership. There are also risks associated with GasLog that may affect us. See "Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business" of our Annual Report on Form 20-F.

        Upon completion of this offering, GasLog will own our 2.0% general partner interest, all of our incentive distribution rights and 11,843,691 common units. Our general partner, by virtue of its general partner interest, controls the appointment of four of our seven directors (subject to its right to transfer the power to elect one director to the common unitholders so that they will thereafter elect a majority of our directors). GasLog intends to utilize us as its primary growth vehicle to pursue the acquisition of LNG carriers that are expected to generate multi-year, stable cash flows.

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Corporate Information

        Our principal executive offices are located at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco, and our phone number is + 377 97 97 51 15. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge through our website at www.gaslogmlp.com as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. See "Where You Can Find More Information" for an explanation of our reporting requirements as a foreign private issuer.


Organizational and Ownership Structure

        The following table and diagram depict our simplified organizational and ownership structure as of November 7, 2018:

 
  Number of
Units(1)
  Percentage
Ownership
 

Public Common Units

    33,605,302     72.5%  

Common Units held by GasLog Ltd. 

    11,843,691     25.5%  

General Partner Units

    927,532     2.00%  

    46,376,525     100.00%  

(1)
The above table does not include 5,750,000 Series A Preference Units which were issued on May 15, 2017 or 4,600,000 Series B Preference Units which were issued on January 17, 2018. The preference units will not impact the other classes' percentage ownership, as the Series A Preference Units, the Series B Preference Units and the Series C Preference Units (when issued) are not included in the calculation of "Percentage Interest" as defined in our Third Amended and Restated Agreement of Limited Partnership.

GRAPHIC

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The Offering

Issuer

  GasLog Partners LP.

Securities Offered

 

4,000,000 of our 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units ("Series C Preference Units"), liquidation preference $25.00 per unit (or 4,600,000 units if the underwriters exercise their option to purchase additional units in full).

 

For a detailed description of the Series C Preference Units, see "Description of Series C Preference Units".

Price Per Unit

 

$25.00

Conversion; Exchange and Preemptive Rights

 

The Series C Preference Units will not have any conversion or exchange rights or be subject to preemptive rights.

Distributions

 

Distributions on Series C Preference Units will accrue and be cumulative from the date that the Series C Preference 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

 

March 15, June 15, September 15 and December 15 (each, a "Distribution Payment Date") commencing March 15, 2019. If any Distribution Payment Date would otherwise fall on a date that is not a Business Day, then the distribution will be payable on the immediately succeeding Business Day without the accumulation of additional distributions. Distributions will not bear interest.

Distribution Rate

 

From and including the original issue date to, but excluding, March 15, 2024, the distribution rate for the Series C Preference Units will be 8.500% per annum per $25.00 of liquidation preference per unit (equal to $2.125 per annum per unit). From and including March 15, 2024, the distribution rate will be a floating rate equal to three-month LIBOR plus a spread of 5.317% per annum per $25.00 of liquidation preference per unit.

Distribution Calculations

 

Distributions payable on the Series C Preference Units for any distribution period during the fixed rate period will be calculated based on a 360-day year consisting of twelve 30-day months. Distributions payable on the Series C Preference Units for any distribution period during the floating rate period will be calculated based on a 360-day year and the number of days actually elapsed during the applicable distribution period.

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Ranking   The Series C Preference 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 C Preference Units will rank:

 

senior to all classes of our common units, general partner units and to each other class or series of limited partner interests established after the original issue date of the Series C Preference Units that is expressly made junior to the Series C Preference Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (collectively, "Junior Securities");

 

pari passu with our existing Series A Preference Units, Series B Preference Units and any other class or series of limited partner interests or other equity securities established after the original issue date of the Series C Preference Units that is not expressly subordinated or senior to the Series C Preference Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (collectively, "Parity Securities"); and

 

junior to (i) all of our indebtedness, including guarantees of our subsidiaries' indebtedness, (ii) all other liabilities and (iii) each other class or series of limited partner interests expressly made senior to the Series C Preference Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (such limited partner interests described in clause (iii), "Senior Securities").

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Payment of Distributions   No distribution may be declared or paid or set apart for payment on any Junior Securities unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding Series C Preference Units and any Parity Securities through the most recent respective Distribution Payment Dates. Accumulated distributions in arrears for any past distribution period may be declared by our board of directors and paid on any date fixed by our board of directors, whether or not a Distribution Payment Date, to holders of the Series C Preference Units on the record date for such payment, which may not be more than 60 days, nor less than 15 days, before such payment date. Subject to the next succeeding sentence, if all accumulated distributions in arrears on all issued and outstanding Series C Preference Units and any Parity Securities have not been declared and paid, or sufficient funds for the payment thereof have not been set apart, payment of accumulated distributions in arrears will be made in order of their respective distribution payment dates, commencing with the earliest such payment date. If less than all distributions payable with respect to all Series C Preference Units and any Parity Securities (including the Series A Preference Units and Series B Preference Units) are paid, any partial payment will be made pro rata with respect to the Series C Preference Units and any Parity Securities entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such units at such time. Holders of the Series C Preference Units will not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions. The holders of Series C Preference Units will not receive interest on unpaid distributions.

Optional Redemption

 

At any time on or after March 15, 2024, we may redeem, in whole or from time to time in part, the Series C Preference 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 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.

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Voting Rights   Holders of the Series C Preference Units generally have no voting rights. However, if and whenever distributions payable on the Series C Preference Units are in arrears for six or more quarterly periods, whether or not consecutive, holders of Series C Preference Units (voting together as a class with all other classes or series of Parity Securities upon which like voting rights have been conferred and are exercisable, including our Series A Preference Units and Series B Preference Units) 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 as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of Parity Securities upon which like voting rights have been conferred and with which the Series C Preference Units voted as a class for the election of such director). Distributions payable on the Series C Preference 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 C Preference Units. The right of such holders of Series C Preference Units to elect a member of our board of directors will continue until such time as all accumulated and unpaid distributions on the Series C Preference Units have been paid in full.

 

 

In the event that the holders of Series C Preference Units would be entitled to elect one additional director in the circumstances described above, our general partner would similarly be entitled, at its election, to appoint one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change. This general partner-elected board member will continue to serve for only as long a period of time as the director elected by the holders of Series C Preference Units. The general partner would be expected to exercise the right in order to maintain the majority control of our board that it currently has.

 

 

Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preference Units, voting as a single class, we may not adopt any amendment to our Partnership Agreement that would have a material adverse effect on the terms of the Series C Preference Units.

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    In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preference Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable (including holders of our Series A Preference Units and Series B Preference Units), we may not (i) issue any Parity Securities if the cumulative distributions payable on outstanding Series C Preference Units are in arrears or (ii) create or issue any Senior Securities.

 

 

Except as noted above, no vote or consent of the holders of Series C Preference Units is required for the (i) creation or incurrence of any indebtedness, (ii) authorization or issuance of any common units or other Junior Securities or (iii) authorization or issuance of any limited partner interests of any series.

Fixed Liquidation Price

 

In the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, holders of the Series C Preference Units will generally, subject to the discussion under "Description of Series C Preference Units—Liquidation Rights", have the right to receive the liquidation preference of $25.00 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 C Preference Units will not be subject to any sinking fund requirements.

No Fiduciary Duties

 

None of us, our general partner or our general partner's officers and directors will owe any fiduciary duties to holders of the Series C Preference Units other than a contractual duty of good faith and fair dealing pursuant to our Partnership Agreement.

Use of Proceeds

 

We intend to use the net proceeds of the sale of the Series C Preference Units, which, after deducting underwriting discounts and the estimated expenses payable by us, are expected to total approximately $96,293,410 (or approximately $110,820,910 if the underwriters exercise their option in full), for general partnership purposes, which may include future acquisitions, debt repayment, capital expenditures and additions to working capital. We currently expect that this will include future acquisitions from GasLog. Please read "Use of Proceeds".

Ratings

 

The Series C Preference Units will not be rated by any Nationally Recognized Statistical Rating Organization.

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Listing   We intend to file an application to list the Series C Preference Units on the NYSE under the symbol "GLOP PR C". If the application is approved, trading of the Series C Preference Units on the NYSE is expected to begin within 30 days after the original issue date of the Series C Preference Units. The underwriters have advised us that they intend to make a market in the Series C Preference 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 C Preference Units will develop prior to commencement of trading on the NYSE or, if developed, that it will be maintained.

Form

 

The Series C Preference Units will be issued and maintained only in book-entry form registered in the name of the nominee of The Depository Trust Company ("DTC"), except under limited circumstances.

Settlement

 

Delivery of the Series C Preference Units offered hereby will be made against payment therefor on or about November 15, 2018.

Risk Factors

 

An investment in our Series C Preference Units involves risks. You should consider carefully the factors set forth in the section of this prospectus entitled "Risk Factors" beginning on page S-24 of this prospectus supplement and on page 7 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 12, 2018 and incorporated by reference herein, to determine whether an investment in our Series C Preference Units is appropriate for you.

Tax Considerations

 

Although we are organized as a partnership, we have elected to be treated as a corporation solely for U.S. federal income tax purposes. Consequently, all or a portion of the distributions you receive from us will constitute dividends for such purposes. The remaining portion of such distributions will be treated first as a non-taxable return of capital to the extent of your tax basis in your Series C Preference Units and, thereafter, as capital gain. In addition, there are other tax matters you should consider before investing in the Series C Preference 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".

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Summary Financial and Operating Data

Summary Financial Data

        This information should be read together with, and is qualified in its entirety by, our consolidated financial statements and the notes thereto included in "Item 18. Financial Statements" of our Annual Report on Form 20-F, as filed with the SEC on February 12, 2018 and incorporated by reference into this prospectus, and the unaudited interim condensed consolidated financial statements of GasLog Partners included in Exhibit 99.2 of the Report on Form 6-K, as furnished to the SEC on October 25, 2018 and incorporated by reference into this prospectus. You should also read "Item 5. Operating and Financial Review and Prospects" of our Annual Report on Form 20-F, as filed with the SEC on February 12, 2018 and incorporated by reference into this prospectus, and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in Exhibit 99.2 of the Report on Form 6-K, as furnished to the SEC on October 25, 2018 and incorporated by reference into this prospectus.

        Certain numerical figures included in the below tables have been rounded. Discrepancies in tables between totals and the sums of the amounts listed may occur due to such rounding.

IFRS Common Control Reported Results

        The following table presents, in each case for the periods and as of the dates indicated, summary historical financial and operating data. The summary historical financial data as of December 31, 2015, 2016 and 2017 and for each of the years in the three-year period ended December 31, 2017 is a summary of and is derived from our audited consolidated financial statements after retroactive restatement for the transfer of the GasLog Gibraltar from GasLog to the Partnership on April 26, 2018 such that they are presented on a consistent basis with the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2018. The summary historical financial data as of September 30, 2018 and for the three- and nine-month periods ended September 30, 2017 and 2018 has been derived from the unaudited interim condensed consolidated financial statements of GasLog Partners LP included in Exhibit 99.2 of our Report on Form 6-K furnished to the SEC on October 25, 2018 and incorporated by reference into this prospectus. The annual financial statements have been prepared in accordance with IFRS, as issued by the IASB. The interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the IASB.

        Prior to the closing of our IPO, we did not own any vessels. The following presentation assumes that our business was operated as a separate entity prior to its inception. For the periods prior to the closing of the IPO, our financial position, results of operations and cash flows reflected in our financial statements include all expenses allocable to our business, but may not be indicative of those that would have been incurred had we operated as a separate public entity for all years presented or of future results. The annual consolidated financial statements and our historical financial and operating data under "IFRS Common Control Reported Results" include the accounts of the Partnership and its subsidiaries assuming that they are consolidated from the date of their incorporation by GasLog, as they were under the common control of GasLog. The transfer of the three initial vessels from GasLog to the Partnership at the time of the IPO, the transfer of two vessels from GasLog to the Partnership in September 2014, the transfer of three vessels from GasLog to the Partnership in July 2015 and the transfers of one vessel from GasLog to the Partnership in November 2016, May 2017, July 2017, October 2017 and April 2018, respectively, were each accounted for as a reorganization of entities under common control under IFRS and prior periods were retroactively restated.

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  Date
   
  Vessel(s) Transferred
   
    May 12, 2014       GasLog Santiago, GasLog Shanghai and GasLog Sydney    

 

 

September 29, 2014

 

 

 

Methane Jane Elizabeth and Methane Rita Andrea

 

 

 

 

July 1, 2015

 

 

 

Methane Alison Victoria, Methane Heather Sally and Methane Shirley Elisabeth

 

 

 

 

November 1, 2016

 

 

 

GasLog Seattle

 

 

 

 

May 3, 2017

 

 

 

GasLog Greece

 

 

 

 

July 3, 2017

 

 

 

GasLog Geneva

 

 

 

 

October 20, 2017

 

 

 

Solaris

 

 

 

 

April 26, 2018

 

 

 

GasLog Gibraltar

 

 

        The financial information will be retroactively restated in the Partnership's Form 20-F for the year ending December 31, 2018 to reflect the purchase of a 100% of the ownership interest in GAS-twenty seven Ltd., the entity that owns and charters the Methane Becki Anne to Shell, that is expected to be completed in November 2018.

 
  Historical  
 
  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  Restated(1)
  Restated(1)
  Restated(1)
   
   
   
   
 
 
  (in thousands of U.S. dollars, except per unit data)
 

STATEMENT OF PROFIT OR LOSS:

                                           

Revenues

    248,501     287,294     341,034     86,353     81,887     256,235     243,172  

Net pool allocation

                    780         423  

Voyage expenses and commissions

    (3,313 )   (3,955 )   (4,273 )   (1,081 )   (3,359 )   (3,209 )   (6,042 )

Vessel operating costs

    (52,582 )   (56,429 )   (65,193 )   (16,373 )   (15,765 )   (47,593 )   (48,178 )

Depreciation

    (55,693 )   (62,754 )   (73,548 )   (18,532 )   (18,710 )   (54,996 )   (55,314 )

General and administrative expenses

    (11,806 )   (12,797 )   (14,920 )   (3,989 )   (4,693 )   (11,067 )   (14,074 )

Profit from operations

    125,107     151,359     183,100     46,378     40,140     139,370     119,987  

Financial costs

    (35,505 )   (50,627 )   (59,318 )   (15,020 )   (15,533 )   (44,086 )   (45,826 )

Financial income

    35     206     1,016     321     581     694     1,688  

(Loss)/gain on derivatives

    (5,895 )   (6,837 )   121     (672 )   2,082     (2,985 )   9,997  

Total other expenses, net

    (41,365 )   (57,258 )   (58,181 )   (15,371 )   (12,870 )   (46,377 )   (34,141 )

Profit for the year/period

    83,742     94,101     124,919     31,007     27,270     92,993     85,846  

Profit attributable to GasLog's operations

    18,702     16,831     30,802     5,708         27,314     3,673  

Partnership's profit

    65,040     77,270     94,117     25,299     27,270     65,679     82,173  

EARNINGS PER UNIT ATTRIBUTABLE TO THE PARTNERSHIP:(2)

                                           

Common units (basic)

  $ 2.38   $ 2.18   $ 2.09   $ 0.53   $ 0.49   $ 1.51   $ 1.48  

Common units (diluted)

  $ 2.38   $ 2.17   $ 2.09   $ 0.53   $ 0.49   $ 1.51   $ 1.48  

Subordinated units(3)

  $ 1.85   $ 2.14   $ 0.52     N/A     N/A   $ 0.52     N/A  

General partner units

  $ 2.28   $ 2.31   $ 2.18   $ 0.56   $ 0.50   $ 1.57   $ 1.54  

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  Historical  
 
  As of December 31,   As of
September 30,
 
 
  2015   2016   2017   2018  
 
  Restated(1)
  Restated(1)
  Restated(1)
   
 
 
  (in thousands of U.S. dollars)
 

STATEMENT OF FINANCIAL POSITION DATA:

                         

Cash and cash equivalents

    66,743     59,875     146,721     168,753  

Short-term investments

    1,500     7,500         10,000  

Vessels

    1,658,298     2,217,634     2,149,751     2,124,644  

Vessels under construction

    105,558              

Total assets

    1,850,734     2,301,826     2,314,990     2,333,346  

Borrowings—current portion

    340,378     84,587     114,570     85,033  

Borrowings—non-current portion

    653,768     1,315,849     1,185,995     1,071,568  

Total equity

    772,366     839,306     963,508     1,111,076  

 

 
  Year Ended December 31,   Nine Months Ended
September 30,
 
 
  2015   2016   2017   2017   2018  
 
  Restated(1)
  Restated(1)
  Restated(1)
   
   
 
 
  (in thousands of U.S. dollars)
 

CASH FLOW DATA:

                               

Net cash provided by operating activities

    136,975     203,815     191,205     138,406     136,266  

Net cash provided by/(used in) investing activities

    13,722     (506,878 )   3,336     5,914     (26,214 )

Net cash (used in)/provided by financing activities

    (136,267 )   296,195     (107,695 )   (4,033 )   (88,020 )

 

 
  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  Restated(1)
  Restated(1)
  Restated(1)
   
   
   
   
 

FLEET DATA*:

                                           

Number of LNG carriers at end of period

    10.0     13.0     13.0     13.0     13.0     13.0     13.0  

Average number of LNG carriers during period

    10.0     11.2     13.0     13.0     13.0     13.0     13.0  

Average age of LNG carriers (years)

    5.7     5.2     6.3     6.0     7.0     6.0     7.0  

Total calendar days of fleet for the period

    3,650     4,090     4,745     1,196     1,196     3,549     3,549  

Total operating days of fleet for the period(4)

    3,585     4,045     4,745     1,196     1,151     3,549     3,417  

*
The Fleet Data above is calculated consistent with our IFRS Common Control Reported Results.

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  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  Restated(1)
  Restated(1)
  Restated(1)
   
   
   
   
 
 
  (in thousands of U.S. dollars)
 

OTHER FINANCIAL DATA:

                                           

EBITDA(5)

    180,800     214,113     256,648     64,910     58,850     194,366     175,301  

Capital expenditures:

                                           

Payment for vessels and vessel additions

    8,025     501,080     5,173     1,507     4,112     2,207     17,702  

Distributable cash flow(5)

    72,254     83,660     100,551     26,867     27,167     73,617     77,544  

Cash distributions declared

    58,992 (6)   65,577 (7)   83,048 (9)   22,377 (10)   24,272 (11)   60,671 (10)   71,389 (11)

Cash distributions paid

    60,002 (6)   76,377 (8)   83,048 (9)   22,377 (10)   24,272 (11)   60,671 (10)   71,389 (11)

Preference unit distributions declared and paid

    N/A     N/A     7,232     4,133     5,457     4,133     15,533  

Partnership Performance Results

        The financial and operating data below exclude amounts related to vessels currently owned by the Partnership for the periods prior to their respective transfer to GasLog Partners from GasLog, as the Partnership was not entitled to the cash or results generated in the periods prior to such transfers. The Partnership Performance Results are non-GAAP financial measures that the Partnership believes provide meaningful supplemental information to both management and investors regarding the financial and operating performance of the Partnership because such presentation is consistent with the calculation of the quarterly distribution and the earnings per unit, which similarly exclude the results of vessels prior to their transfer to the Partnership.

 
  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  (in thousands of U.S. dollars)
 

PARTNERSHIP PERFORMANCE STATEMENT OF PROFIT OR LOSS(5)

                                           

Revenues

    168,927     206,424     269,071     73,277     81,887     192,852     233,857  

Net pool allocation

                    780         423  

Voyage expenses and commissions

    (2,102 )   (2,841 )   (3,377 )   (919 )   (3,359 )   (2,420 )   (5,925 )

Vessel operating costs

    (33,656 )   (43,479 )   (55,692 )   (15,046 )   (15,765 )   (39,523 )   (46,466 )

Depreciation

    (35,981 )   (45,230 )   (58,193 )   (15,580 )   (18,710 )   (41,408 )   (53,470 )

General and administrative expenses

    (10,383 )   (11,219 )   (13,869 )   (3,783 )   (4,693 )   (10,134 )   (13,949 )

Profit from operations

    86,805     103,655     137,940     37,949     40,140     99,367     114,470  

Financial costs

    (21,789 )   (30,187 )   (44,916 )   (12,289 )   (15,533 )   (31,359 )   (43,973 )

Financial income

    24     179     972     311     581     656     1,679  

Gain/(loss) on derivatives

        3,623     121     (672 )   2,082     (2,985 )   9,997  

Total other expenses, net

    (21,765 )   (26,385 )   (43,823 )   (12,650 )   (12,870 )   (33,688 )   (32,297 )

Partnership's profit

    65,040     77,270     94,117     25,299     27,270     65,679     82,173  

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  Year Ended
December 31,
  Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  

PARTNERSHIP PERFORMANCE FLEET DATA*:

                                           

Number of LNG carriers at end of period

    8.0     9.0     12.0     11.0     13.0     11.0     13.0  

Average number of LNG carriers during period

    6.5     8.2     10.4     11.0     13.0     9.9     12.6  

Average age of LNG carriers (years)

    6.7     7.2     6.7     6.7     7.0     6.7     7.0  

Total calendar days of fleet for the period

    2,377     2,989     3,783     1,009     1,196     2,696     3,433  

Total operating days of fleet for the period(4)

    2,377     2,944     3,764     1,009     1,165     2,696     3,315  

*
The Partnership Performance Fleet Data above is calculated consistent with our Partnership Performance Results.


 
  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  (in thousands of U.S. dollars)
 

OTHER PARTNERSHIP PERFORMANCE FINANCIAL DATA:

                                           

EBITDA(5)

    122,786     144,885     196,133     53,529     58,850     140,775     167,940  

Distributable cash flow(5)

    72,254     83,660     100,551     26,867     27,167     73,617     77,544  

Cash distributions declared and paid

    51,195 (12)   65,577 (7)   83,048 (9)   22,377 (10)   24,272 (11)   60,671 (10)   71,389 (11)

Preference unit distributions declared and paid

    N/A     N/A     7,232     4,133     5,457     4,133     15,533  

(1)
Restated so as to reflect the historical financial statements of GAS-fourteen Ltd., acquired on April 26, 2018 from GasLog.

(2)
On May 12, 2014, the Partnership completed its IPO and issued 9,822,358 common units, 9,822,358 subordinated units and 400,913 general partner units. On September 29, 2014, the Partnership completed an equity offering of 4,500,000 common units. In connection with the offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. On June 26, 2015, the Partnership completed an equity offering of 7,500,000 common units. In connection with the offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. On August 5, 2016, the Partnership completed an equity offering of 2,750,000 common units. In connection with the offering, the Partnership issued 56,122 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. On January 27, 2017, the Partnership completed an equity offering of 3,750,000 common units. In addition, the option to purchase additional units was partially exercised by the underwriter on February 24, 2017, resulting in 120,000 additional units being sold at the same price. In connection with the offering, the Partnership issued 78,980 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. Earnings per unit is presented for the periods in which the units were outstanding. On May 15, 2017, the Partnership completed an equity offering of 5,750,000 Series A Preference Units. On May 16, 2017 the subordination period expired, and the subordinated units held by GasLog converted on a one-for-one basis into common units, which participate pro rata with other common units in distributions for available cash. Also, on May 16, 2017, GasLog Partners entered into an Equity Distribution Agreement under which the Partnership may, from time to time, raise equity through the issuance and sale of new common units having an aggregate offering price of up to $100.0 million. On November 3, 2017, the Partnership entered into the Amended and Restated Equity Distribution Agreement to increase the size of the program from $100,000,000 to $144,040,000 (the "ATM Programme"). On January 17, 2018, the Partnership completed an equity offering of 4,600,000 Series B Preference Units. On July 26, 2018, the Partnership entered into the Second Amended and Restated Equity Distribution Agreement to register its ATM Programme, which had previously been registered under a shelf registration statement that expired in June 2018, under a shelf registration statement declared effective by the SEC on October 10, 2017. Since the commencement of the ATM Programme through September 30, GasLog Partners has issued and received payment for a total of 5,032,200 common units. In connection with the issuance of common units under the ATM Programme during this period, the Partnership also issued 102,699 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest.

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(3)
Upon the expiration of the subordination period, which occurred on May 16, 2017, all of the subordinated units held by GasLog converted on a one-for-one basis into common units which participate pro rata with other common units in distributions of available cash. Consequently, earnings have been allocated to subordinated units and the weighted average number of subordinated units has been calculated only for the applicable period in 2017 during which they were entitled to distributions based on the Partnership Agreement, i.e., for the three months ended March 31, 2017. For further discussion, see "Item 8. Financial Information—Our Cash Distribution Policy—Subordination Period" in our Annual Report on Form 20-F.

(4)
The operating days for our fleet are the total number of days in a given period that the vessels were in our possession less the total number of days off-hire not recoverable from the insurers. We define days off-hire as days lost to, among other things, operational deficiencies, dry-docking for repairs, maintenance or inspection, equipment breakdowns, special surveys and vessel upgrades, delays due to accidents, crew strikes, certain vessel detentions or similar problems, our failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew, or periods of commercial waiting time during which we do not earn charter hire.

(5)
Non-GAAP Financial Measures

Partnership Performance Results. As described above, our IFRS Common Control Reported Results are derived from the consolidated financial statements of the Partnership.

Our Partnership Performance Results presented below are non-GAAP measures and exclude amounts related to GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. (the owners of the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally, respectively) for the period prior to their transfer to the Partnership on July 1, 2015, the amounts related to GAS-seven Ltd. (the owner of the GasLog Seattle) for the period prior to its transfer to the Partnership on November 1, 2016, the amounts related to GAS-eleven Ltd. (the owner of the GasLog Greece) for the period prior to its transfer to the Partnership on May 3, 2017, the amounts related to GAS-thirteen Ltd. (the owner of the GasLog Geneva) for the period prior to its transfer to the Partnership on July 3, 2017, the amounts related to GAS-eight Ltd. (the owner of the Solaris) for the period prior to its transfer to the Partnership on October 20, 2017 and the amounts related to GAS-fourteen Ltd. (the owner of the GasLog Gibraltar) for the period prior to its transfer to the Partnership on April 26, 2018. While such amounts are reflected in the Partnership's reported financial statements because the transfers to the Partnership were accounted for as a reorganization of entities under common control under IFRS, (i) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. were not owned by the Partnership prior to their transfer to the Partnership in July 2015, (ii) GAS-seven Ltd. was not owned by the Partnership prior to its transfer to the Partnership in November 2016, (iii) GAS-eleven Ltd. was not owned by the Partnership prior to its transfer to the Partnership in May 2017, (iv) GAS-thirteen Ltd. was not owned by the Partnership prior to its transfer to the Partnership in July 2017, (v) GAS-eight Ltd. was not owned by the Partnership prior to its transfer to the Partnership in October 2017 and (vi) GAS-fourteen Ltd. was not owned by the Partnership prior to its transfer to the Partnership in April 2018, and accordingly the Partnership was not entitled to the cash or results generated in the period prior to such transfers.

The Partnership Performance Results are non-GAAP financial measures. GasLog Partners believes that these financial measures provide meaningful supplemental information to both management and investors regarding the financial and operating performance of the Partnership because such presentation is consistent with the calculation of the quarterly distribution and the earnings per unit, which similarly exclude the results of vessels prior to their transfer to the Partnership. These non-GAAP financial measures should not be viewed in isolation or as substitutes to the equivalent GAAP measures presented in accordance with IFRS, but should be used in conjunction with the most directly comparable IFRS Common Control Reported Results.

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    Reconciliation of Partnership Performance Results to IFRS Common Control Reported Results in our Financial Statements:

 
  Year Ended
December 31, 2015
  Year Ended
December 31, 2016
  Year Ended
December 31, 2017
 
 
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
 
 
  Restated(1)
   
  Restated(1)
  Restated(1)
   
  Restated(1)
  Restated(1)
   
  Restated(1)
 
 
  (in thousands of U.S. dollars)
 

STATEMENT OF PROFIT OR LOSS

                                                       

Revenues

    79,574     168,927     248,501     80,870     206,424     287,294     71,963     269,071     341,034  

Voyage expenses and commissions

    (1,211 )   (2,102 )   (3,313 )   (1,114 )   (2,841 )   (3,955 )   (896 )   (3,377 )   (4,273 )

Vessel operating costs

    (18,926 )   (33,656 )   (52,582 )   (12,950 )   (43,479 )   (56,429 )   (9,501 )   (55,692 )   (65,193 )

Depreciation

    (19,712 )   (35,981 )   (55,693 )   (17,524 )   (45,230 )   (62,754 )   (15,355 )   (58,193 )   (73,548 )

General and administrative expenses

    (1,423 )   (10,383 )   (11,806 )   (1,578 )   (11,219 )   (12,797 )   (1,051 )   (13,869 )   (14,920 )

Profit from operations

    38,302     86,805     125,107     47,704     103,655     151,359     45,160     137,940     183,100  

Financial costs

    (13,716 )   (21,789 )   (35,505 )   (20,440 )   (30,187 )   (50,627 )   (14,402 )   (44,916 )   (59,318 )

Financial income

    11     24     35     27     179     206     44     972     1,016  

(Loss)/gain on derivatives

    (5,895 )       (5,895 )   (10,460 )   3,623     (6,837 )       121     121  

Total other expenses, net

    (19,600 )   (21,765 )   (41,365 )   (30,873 )   (26,385 )   (57,258 )   (14,358 )   (43,823 )   (58,181 )

Profit for the year

    18,702     65,040     83,742     16,831     77,270     94,101     30,802     94,117     124,919  

 

 
  For the Three Months
ended September 30, 2017
  For the Three Months
ended September 30, 2018
 
 
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
 
 
  (in thousands of U.S. dollars)
 

STATEMENT OF PROFIT OR LOSS

                                     

Revenues

    13,076     73,277     86,353         81,887     81,887  

Net pool allocation

                    780     780  

Voyage expenses and commissions

    (162 )   (919 )   (1,081 )       (3,359 )   (3,359 )

Vessel operating costs

    (1,327 )   (15,046 )   (16,373 )       (15,765 )   (15,765 )

Depreciation

    (2,952 )   (15,580 )   (18,532 )       (18,710 )   (18,710 )

General and administrative expenses

    (206 )   (3,783 )   (3,989 )       (4,693 )   (4,693 )

Profit from operations

    8,429     37,949     46,378         40,140     40,140  

Financial costs

    (2,731 )   (12,289 )   (15,020 )       (15,533 )   (15,533 )

Financial income

    10     311     321         581     581  

(Loss)/gain on derivatives

        (672 )   (672 )       2,082     2,082  

Total other expenses, net

    (2,721 )   (12,650 )   (15,371 )       (12,870 )   (12,870 )

Profit for the period

    5,708     25,299     31,007         27,270     27,270  

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  For the Nine Months
ended September 30, 2017
  For the Nine Months
ended September 30, 2018
 
 
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
  Results
attributable
to GasLog
  Partnership
Performance
Results
  IFRS
Common
Control
Reported
Results
 
 
  (in thousands of U.S. dollars)
 

STATEMENT OF PROFIT OR LOSS

                                     

Revenues

    63,383     192,852     256,235     9,315     233,857     243,172  

Net pool allocation

                    423     423  

Voyage expenses and commissions

    (789 )   (2,420 )   (3,209 )   (117 )   (5,925 )   (6,042 )

Vessel operating costs

    (8,070 )   (39,523 )   (47,593 )   (1,712 )   (46,466 )   (48,178 )

Depreciation

    (13,588 )   (41,408 )   (54,996 )   (1,844 )   (53,470 )   (55,314 )

General and administrative expenses

    (933 )   (10,134 )   (11,067 )   (125 )   (13,949 )   (14,074 )

Profit from operations

    40,003     99,367     139,370     5,517     114,470     119,987  

Financial costs

    (12,727 )   (31,359 )   (44,086 )   (1,853 )   (43,973 )   (45,826 )

Financial income

    38     656     694     9     1,679     1,688  

(Loss)/gain on derivatives

        (2,985 )   (2,985 )       9,997     9,997  

Total other expenses, net

    (12,689 )   (33,688 )   (46,377 )   (1,844 )   (32,297 )   (34,141 )

Profit for the period

    27,314     65,679     92,993     3,673     82,173     85,846  

EBITDA

EBITDA is defined as earnings before interest income and expense, gain/loss on derivatives, taxes, depreciation and amortization. EBITDA, which is a non-GAAP financial measure, is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our operating performance. The Partnership believes that this non-GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. The Partnership believes that including EBITDA assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common units. This increased comparability is achieved by excluding the potentially disparate effects between periods of financial costs, gain/losses on derivatives, taxes, depreciation and amortization, which items are affected by various and possibly changing financing methods, financial market conditions, capital structure and historical cost basis and which items may significantly affect results of operations between periods.

EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or as a substitute for, or superior to profit, profit from operations, earnings per unit or any other measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that it does not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for our working capital needs and (iii) the cash requirements necessary to service interest or principal payments, on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements.

EBITDA excludes some, but not all, items that affect profit/(loss) and these measures may vary among other companies. Therefore, EBITDA as presented herein may not be comparable to similarly titled measures of other companies. The following table reconciles EBITDA to profit, the most directly comparable IFRS financial measure, for the periods presented.

EBITDA is presented on the basis of IFRS Common Control Reported Results and Partnership Performance Results. Partnership Performance Results are non-GAAP measures. The difference between IFRS Common Control Reported Results and Partnership Performance Results are results attributable to GasLog, as set out in the reconciliation below.

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    Reconciliation of Profit to EBITDA:

    IFRS Common Control Reported Results:

 
  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  Restated(1)
  Restated(1)
  Restated(1)
   
   
   
   
 
 
  (in thousands of U.S. dollars)
 

Profit

    83,742     94,101     124,919     31,007     27,270     92,993     85,846  

Depreciation

    55,693     62,754     73,548     18,532     18,710     54,996     55,314  

Financial costs

    35,505     50,627     59,318     15,020     15,533     44,086     45,826  

Financial income

    (35 )   (206 )   (1,016 )   (321 )   (581 )   (694 )   (1,688 )

Loss/(gain) on derivatives

    5,895     6,837     (121 )   672     (2,082 )   2,985     (9,997 )

EBITDA

    180,800     214,113     256,648     64,910     58,850     194,366     175,301  

    Partnership Performance Results:

 
  Year Ended December 31,   Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  (in thousands of U.S. dollars)
 

Profit

    65,040     77,270     94,117     25,299     27,270     65,679     82,173  

Depreciation

    35,981     45,230     58,193     15,580     18,710     41,408     53,470  

Financial costs

    21,789     30,187     44,916     12,289     15,533     31,359     43,973  

Financial income

    (24 )   (179 )   (972 )   (311 )   (581 )   (656 )   (1,679 )

(Gain)/loss on derivatives

        (3,623 )   (121 )   672     (2,082 )   2,985     (9,997 )

EBITDA

    122,786     148,885     196,133     53,529     58,850     140,775     167,940  

Distributable Cash Flow

Distributable cash flow means EBITDA, on the basis of the Partnership Performance Results, after considering financial costs for the period, including realized loss on derivatives and excluding amortization of loan fees, estimated dry-docking and replacement capital reserves established by the Partnership and accrued distributions on preference units, whether or not declared. Estimated dry-docking and replacement capital reserves represent capital expenditures required to renew and maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Distributable cash flow, which is a non-GAAP financial measure, is a quantitative standard used by investors in publicly-traded partnerships to assess their ability to make quarterly cash distributions. Our calculation of Distributable cash flow may not be comparable to that reported by other companies.

Distributable cash flow has limitations as an analytical tool and should not be considered as an alternative to, or substitute for, or superior to profit or loss, profit or loss from operations, earnings per unit or any other measure of operating performance presented in accordance with IFRS.

The table below reconciles Distributable cash flow and Cash distributions declared to EBITDA (Partnership Performance Results).

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    Reconciliation of Distributable Cash Flow to EBITDA*:

 
  Partnership Performance Results  
 
  Year Ended December 31,   Three Months
Ended September 30,
  Nine Months
Ended September 30,
 
 
  2015   2016   2017   2017   2018   2017   2018  
 
  (in thousands of U.S. dollars)
 

EBITDA (Partnership Performance Results)*

    122,786     148,885     196,133     53,529     58,850     140,775     167,940  

Financial costs (excluding amortization of loan fees) and realized loss on derivatives

    (19,484 )   (26,929 )   (41,722 )   (11,380 )   (13,764 )   (29,390 )   (38,209 )

Dry-docking capital reserve

    (8,338 )   (8,829 )   (12,234 )   (3,240 )   (3,523 )   (8,793 )   (10,215 )

Replacement capital reserve

    (22,710 )   (29,467 )   (33,877 )   (8,942 )   (8,939 )   (24,326 )   (26,020 )

Accrued preferred equity distribution

            (7,749 )   (3,100 )   (5,457 )   (4,649 )   (15,952 )

Distributable cash flow

    72,254     83,660     100,551     26,867     27,167     73,617     77,544  

Other reserves**

    (16,067 )   (14,244 )   (14,207 )   (4,490 )   (1,509 )   (10,118 )   (3,342 )

Cash distributions***

    56,187     69,416     86,344     22,377     25,658     63,499     74,202  

*
The reconciliation of Profit to EBITDA on the basis of Partnership Performance Results is presented in Note 5 above.

**
Refers to movements in reserves (other than the dry-docking and replacement capital reserves) which have been established for the proper conduct of the business of the Partnership and its subsidiaries (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership and its subsidiaries).

***
Refers to cash distributions made since the Partnership's IPO. It excludes payments of dividends due to GasLog before vessels were acquired by the Partnership.
(6)
Does not reflect a distribution of $15.7 million declared in January 2016 and paid in February 2016, in respect of the fourth quarter of 2015. Cash distribution paid includes $8.8 million dividend due to GasLog which was declared in 2014 and excludes $7.8 million dividend due to GasLog which was declared in 2015, in both cases prior to the contribution of the relevant vessels to the Partnership.

(7)
Does not reflect a distribution of $19.6 million declared in January 2017 and paid in February 2017, in respect of the fourth quarter of 2016.

(8)
Cash distribution paid includes $7.8 million and $3.0 million of dividends due to GasLog which were declared in 2015 prior to the contribution of the GasLog Seattle and the Solaris, respectively to the Partnership.

(9)
Does not reflect a distribution of $22.8 million declared in January 2018 and paid in February 2018, in respect of the fourth quarter of 2017.

(10)
Does not reflect a distribution of $22.4 million declared in October 2017 and paid in November 2017, in respect of the third quarter of 2017.

(11)
Does not reflect a distribution of $25.7 million declared in October 2018, in respect of the third quarter of 2018. The aggregate amount of the declared distribution was based on the number of units issued and outstanding as of September 30, 2018, after giving effect to the issuances of common units through October 9, 2018 and corresponding issuances of 3,188 general partner units to GasLog (in order for GasLog to retain its 2.0% general partner interest).

(12)
Does not reflect a distribution of $15.7 million declared in January 2016 and paid in February 2016, in respect of the fourth quarter of 2015.

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RISK FACTORS

        Any investment in our Series C Preference Units involves a high degree of risk. Before investing in our Series C Preference Units, you should carefully consider the risk factors set forth below and the important factors set forth under the heading "Risk Factors" starting on page 7 of our Annual Report on Form 20-F, which was filed with the SEC on February 12, 2018 and incorporated herein by reference. For further details, see the sections entitled "Where You Can Find Additional Information" and "Incorporation of Certain Information by Reference".

Risks Related to the Series C Preference Units

         We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to pay distributions on or to redeem our Series C Preference Units.

        Our board of directors makes determinations regarding the payment of distributions in its sole discretion and in accordance with our Partnership Agreement and applicable law, and there is no guarantee that we make distributions to our unitholders in the future. Although distributions on the Series C Preference Units are cumulative, our board of directors must declare the actual payment of those distributions. We may not have sufficient cash available each quarter to pay distributions, and our board of directors can elect at any time or from time to time, for an indefinite duration, not to pay any or all accumulated distributions. In addition, while we have no obligation to redeem our Series C Preference Units, we may have insufficient cash available to redeem our Series C Preference Units at a time when it would otherwise be beneficial for us to do so. The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based on the risks described in this section, including, among other things:

    the rates we obtain from our charters;

    the expiration of charter contracts;

    the charterers' options to terminate charter contracts;

    the number of off-hire days for our fleet and the timing of, and number of days required for, dry-docking of vessels;

    the level of our operating costs, such as the cost of crews, vessel maintenance and insurance;

    the supply of LNG carriers;

    prevailing global and regional economic and political conditions; and

    the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.

    In addition, the actual amount of cash available for distribution will depend on other factors, including:

    the level of capital expenditures we make, including for maintaining or replacing vessels and complying with regulations;

    our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt instruments;

    the level of debt we will incur to fund future acquisitions, including if we exercise our options to purchase any additional vessels from GasLog;

    fluctuations in our working capital needs;

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    our ability to make, and the level of, working capital borrowings; and

    the amount of any cash reserves, including reserves for future maintenance and replacement capital expenditures, working capital and other matters, established by our board of directors, which cash reserves are not subject to any specified maximum dollar amount.

        The amount of cash we generate from our operations may differ materially from our profit or loss for a specified period, which will be affected by non-cash items. As a result of this and the other factors mentioned above, we may make cash distributions during periods in which we record losses and may not make cash distributions during periods when we record a profit.

         We distribute all of our available cash to our limited partners and are not required to accumulate cash for the purpose of meeting our future obligations to holders of the Series C Preference Units, which may limit the cash available to make distributions on the Series C Preference Units.

        Subject to the limitations in our Partnership Agreement, we distribute all of our available cash each quarter to our limited partners. "Available cash" is defined in our Partnership Agreement, and it generally means, for each fiscal quarter, all cash on hand at the end of the quarter (including our proportionate share of cash on hand of certain subsidiaries we do not wholly own):

    less the amount of cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do not wholly own) established by the board of directors to:

    provide for the proper conduct of our business (including reserves for future capital expenditures and for our anticipated credit needs);

    comply with applicable law, any debt instruments, or other agreements;

    provide funds for payments to holders of Series A Preference Units, Series B Preference Units and Series C Preference Units; or

    provide funds for distributions to our limited partners and to our general partner for any one or more of the next four quarters;

    plus all cash on hand (including our proportionate share of cash on hand of certain subsidiaries we do not wholly own) on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit agreements and in all cases are used solely for working capital purposes or to pay distributions to partners.

        As a result, we do not expect to accumulate significant amounts of cash. Depending on the timing and amount of our cash distributions, these distributions could significantly reduce the cash available to us in subsequent periods to make payments on the Series C Preference Units.

         The Series C Preference Units represent perpetual equity interests.

        The Series C Preference Units 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. As a result, holders of the Series C Preference Units may be required to bear the financial risks of an investment in the Series C Preference Units for an indefinite period of time. In addition, the Series C Preference Units will rank junior to all our indebtedness and other liabilities, and any other senior securities we may issue in the future with respect to assets available to satisfy claims against us. The Series C Preference Units rank pari passu to our existing Series A Preference Units and Series B Preference Units.

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         The Series C Preference Units are a new issuance and do not have an established trading market, which may negatively affect their market value and your ability to transfer or sell your units. In addition, the lack of a fixed redemption date for the Series C Preference Units will increase your reliance on the secondary market for liquidity purposes.

        The Series C Preference Units are a new issue of securities with no established trading market. In addition, since the securities have no stated maturity date, investors seeking liquidity will be limited to selling their units in the secondary market absent redemption by us. We intend to apply to list the Series C Preference Units on the NYSE, but there can be no assurance that the NYSE will accept the Series C Preference Units for listing. Even if the Series C Preference Units are approved for listing by the NYSE, an active trading market on the NYSE for the units may not develop or, even if it develops, may not last, in which case the trading price of the Series C Preference Units could be adversely affected and your ability to transfer your units will be limited. Furthermore, trading in the securities may be negatively affected by the fact that only a small number of Series C Preference Units will be issued. If an active trading market does develop on the NYSE, our Series C Preference Units may trade at prices lower than the offering price. The trading price of our Series C Preference Units will depend on many factors, including:

    prevailing interest rates;

    the market for similar securities;

    general economic and financial market conditions;

    our subsequent issuance of debt or preferred equity securities; and

    our financial condition, results of operations and prospects.

        We have been advised by the underwriters that they intend to make a market in our Series C Preference Units pending any listing of the units on the NYSE, but they are not obligated to do so and may discontinue market-making at any time without notice.

         The Series C Preference Units have not been rated, and ratings of any other of our securities may affect the trading price of the Series C Preference Units.

        We have not sought to obtain a rating for the Series C Preference Units, and the units may never be rated. It is possible, however, that one or more rating agencies might independently determine to assign a rating to the Series C Preference Units or that we may elect to obtain a rating of our Series C Preference Units in the future. In addition, we may elect to issue other securities for which we may seek to obtain a rating. If any ratings are assigned to the Series C Preference Units in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, or if ratings for such other securities would imply a lower relative value for the Series C Preference Units, could adversely affect the market for, or the market value of, the Series C Preference Units. Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. A rating is not a recommendation to purchase, sell or hold any particular security, including the Series C Preference Units. Ratings do not reflect market prices or suitability of a security for a particular investor and any future rating of the Series C Preference Units may not reflect all risks related to us and our business, or the structure or market value of the Series C Preference Units.

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         Our Series C Preference Units are subordinated to our debt obligations and pari passu with our Series A Preference Units and Series B Preference Units, and your interests could be diluted by the issuance of additional limited partnership interests, including additional Series A, Series B and Series C Preference Units, and by other transactions.

        Our Series C Preference Units are subordinated to all of our existing and future indebtedness. As of September 30, 2018, we had an aggregate of $1,156.6 million of indebtedness outstanding and we had unused availability under our revolving credit facilities of $55.9 million. The payment of principal and interest on our debt reduces cash available for distribution on our limited partner interests, including our Series C Preference Units. Our existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to pay distributions to unitholders.

        The issuance of additional limited partnership interests on a parity with or senior to our Series C Preference Units would dilute the interests of the holders of our Series C Preference Units, and any issuance of limited partnership interests senior to or on a parity with our Series C Preference Units or of additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on our Series C Preference Units. No provisions relating to our Series C Preference Units protect the holders of our Series C Preference Units in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, which might adversely affect the holders of our Series C Preference Units.

         The Series C Preference Units will rank junior to any Senior Securities and pari passu with any Parity Securities.

        Our Series C Preference Units will rank junior to any Senior Securities and pari passu with any Parity Securities, which includes our existing Series A Preference Units, Series B Preference Units and any other class or series of limited partner interests or other equity securities established after the original issue date of the Series C Preference Units that is not expressly subordinated or senior to the Series C Preference Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary. If less than all distributions payable with respect to the Series C Preference Units and any Parity Securities are paid, any partial payment shall be made pro rata with respect to Series C Preference Units and any Parity Securities entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such units at such time.

         Market interest rates may adversely affect the value of our Series C Preference Units.

        One of the factors that will influence the price of our Series C Preference Units will be the distribution yield on the Series C Preference Units (as a percentage of the price of our Series C Preference Units) relative to market interest rates. An increase in market interest rates may lead prospective purchasers of our Series C Preference Units to expect a higher distribution yield, and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Accordingly, higher market interest rates could cause the market price of our Series C Preference Units to decrease.

         As a holder of Series C Preference Units, you have extremely limited voting rights.

        Your voting rights as a holder of Series C Preference Units will be extremely limited. Holders of the Series C Preference Units generally have no voting rights. However, if and whenever distributions payable on the Series C Preference Units are in arrears for six or more quarterly periods, whether or not consecutive, holders of Series C Preference Units (voting together as a class with all other classes or series of Parity Securities upon which like voting rights have been conferred and are exercisable, including holders of our Series A Preference Units and Series B Preference Units) will be entitled to

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elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of Parity Securities upon which like voting rights have been conferred and with which the Series C Preference Units voted as a class for the election of such director). The right of such holders of Series C Preference Units to elect a member of our board of directors will continue until such time as all accumulated and unpaid distributions on the Series C Preference Units have been paid in full. Certain other limited protective voting rights are described in this prospectus under "Description of Series C Preference Units—Voting Rights".

         We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make distributions to unitholders.

        We are a holding company. Our subsidiaries conduct all of our operations and own all of our operating assets, including our ships. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to pay our obligations and to make distributions to unitholders depends entirely on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third party, including a creditor, or by the law of its jurisdiction of incorporation which regulates the payment of distributions. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to make distributions to unitholders.

         The amount of your liquidation preference is fixed and you will have no right to receive any greater payment regardless of the circumstances.

        The payment due upon a liquidation is fixed at the redemption preference of $25.00 per unit plus accumulated and unpaid distributions to the date of liquidation. If, in the case of our liquidation, there are remaining assets to be distributed after payment of this amount, you will have no right to receive or to participate in these amounts. Furthermore, if the market price for your Series C Preference Units is greater than the liquidation preference, you will have no right to receive the market price from us upon our liquidation.

         The Series C Preference Units are redeemable at our option.

        We may, at our option, redeem all or, from time to time, part of the Series C Preference Units on or after March 15, 2024. If we redeem your Series C Preference Units, you will be entitled to receive a redemption price equal to $25.00 per unit plus accumulated and unpaid distributions to the date of redemption. It is likely that we would choose to exercise our optional redemption right only when prevailing interest rates have declined, which would adversely affect your ability to reinvest your proceeds from the redemption in a comparable investment with an equal or greater yield to the yield on the Series C Preference Units had the units of the Series C Preference Units not been redeemed. We may elect to exercise our partial redemption right on multiple occasions.

         The historical levels of three-month LIBOR are not an indication of the future levels of three-month LIBOR.

        From and including March 15, 2024, the distribution rate for the Series C Preference Units will be determined based on three-month LIBOR. In the past, the level of three-month LIBOR has experienced significant fluctuations. Historical levels, fluctuations and trends of three-month LIBOR are not necessarily indicative of future levels. Any historical upward or downward trend in three-month LIBOR is not an indication that three-month LIBOR is more or less likely to increase or decrease at any time during the Floating Rate Period, and you should not take the historical levels of three-month LIBOR as an indication of its future performance. Although the actual three-month LIBOR on a

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Distribution Payment Date or at other times during a Distribution Period (as defined herein) may be higher than the three-month LIBOR on the applicable Distribution Determination Date (as defined herein), you will not benefit from the three-month LIBOR at any time other than on the Distribution Determination Date for such Distribution Period. As a result, changes in the three-month LIBOR may not result in a comparable change in the market value of the Series C Preference Units on or after March 15, 2024.

         Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of and return on the Series C Preference Units. If LIBOR is discontinued, distributions on the Series C Preference Units during the Floating Rate Period may be calculated using another base rate.

        Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the banks that contribute to the British Bankers' Association (the "BBA") in connection with the calculation of daily LIBOR may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to this alleged manipulation of LIBOR.

        On July 27, 2017, the United Kingdom Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021 ("FCA Announcement"). The FCA Announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021. It is not possible to predict the effect of the FCA Announcement, any changes in the methods pursuant to which LIBOR rates are determined and any other reforms to LIBOR that will be enacted in the United Kingdom and elsewhere, which may adversely affect the trading market for LIBOR based securities, including the Series C Preference Units, or result in the phasing out of LIBOR as a reference rate for securities. In addition, any changes announced by the FCA, including the FCA Announcement, the ICE Benchmark Administration Limited (the independent administrator of LIBOR) or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which LIBOR rates are determined may result in a sudden or prolonged increase or decrease in reported LIBOR rates. If that were to occur, the level of distribution payments during the Floating Rate Period would be affected and the value of the Series C Preference Units may be materially affected.

        Further, if a LIBOR rate is not available on a Distribution Determination Date during the Floating Rate Period, the terms of the Series C Preference Units will require alternative determination procedures which may result in distribution payments differing from expectations and could materially affect the value of the Series C Preference Units. If a published LIBOR rate is unavailable, the rate on the Series C Preference Units will be determined as set forth under "Description of Series C Preference Units—Distributions—Distribution Rate".

Tax Risks

        In addition to the following risk factors, you should read "Material U.S. Federal Income Tax Considerations" and "Non-United States Tax Considerations" for a more complete discussion of the expected material U.S. federal and non-U.S. income tax considerations relating to us and the ownership and disposition of our Series C Preference Units.

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         We may be subject to taxes, which will reduce our cash available for distribution to the holders of our Series C Preference Units.

        We and our subsidiaries may be subject to tax in the jurisdictions in which we are organized or operate, reducing the amount of cash available for distribution. In computing our tax obligation in these jurisdictions, we are required to take various tax accounting and reporting positions on matters that are not entirely free from doubt and for which we have not received rulings from the governing authorities. We cannot assure you that upon review of these positions the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on us or our subsidiaries, further reducing the cash available for distribution. In addition, changes in our operations or ownership could result in additional tax being imposed on us or our subsidiaries in jurisdictions in which operations are conducted. Please see "Material United States Federal Income Tax Considerations" and "Non-United States Tax Considerations".

         U.S. tax authorities could treat us as a "passive foreign investment company" under certain circumstances, which would have adverse U.S. federal income tax consequences to U.S. holders of our Series C Preference Units.

        A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a "passive foreign investment company", or "PFIC", for U.S. federal income tax purposes if at least 75.0% of its gross income for any tax year consists of "passive income" or at least 50.0% of the average value of its assets produce, or are held for the production of, "passive income". For purposes of these tests, "passive income" includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income". U.S. holders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

        Based on our past, current and projected methods of operation, and an opinion of our U.S. counsel, Cravath, Swaine & Moore LLP, we believe that we were not a PFIC for any of our previous tax years and that we will not be a PFIC for our current tax year, and we expect that we will not be treated as a PFIC for any future tax year. We have received opinions of our U.S. counsel in support of this position that conclude that the income our subsidiaries earn from certain of our time-chartering activities should not constitute passive income for purposes of determining whether we are a PFIC. In addition, we have represented to our U.S. counsel that more than 25.0% of our gross income for each of our previous years arose and that we expect that more than 25.0% of our gross income for our current and each future year will arise from such time-chartering activities, and more than 50.0% of the average value of our assets for each such year was or will be held for the production of such nonpassive income. Assuming the composition of our income and assets is consistent with these expectations, and assuming the accuracy of other representations we have made to our U.S. counsel for purposes of their opinion, our U.S. counsel is of the opinion that we should not be a PFIC for any of our previous tax years or for our current tax year or any future year. This opinion is based and its accuracy is conditioned on representations, valuations and projections provided by us regarding our assets, income and charters to our U.S. counsel. While we believe these representations, valuations and projections to be accurate, the shipping market is volatile and no assurance can be given that they will continue to be accurate at any time in the future.

        Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit, or the "Fifth Circuit", held that income derived from certain time-chartering activities

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should be treated as rental income rather than services income for purposes of a provision of the U.S. Internal Revenue Code of 1986, as amended, or the "Code", relating to foreign sales corporations. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. In published guidance, the Internal Revenue Service, or "IRS", stated that it disagreed with the holding in Tidewater, and specified that time charters similar to those at issue in the case should be treated as service contracts. We have not sought, and we do not expect to seek, an IRS ruling on the treatment of income generated from our time-chartering activities, and the opinion of our counsel is not binding on the IRS or any court. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any tax year, we cannot assure you that the nature of our operations will not change in the future, or that we will not be a PFIC in the future. If the IRS were to find that we are or have been a PFIC for any tax year (and regardless of whether we remain a PFIC for any subsequent tax year), our U.S. holders would face adverse U.S. federal income tax consequences. See "Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences" for a more detailed discussion of the U.S. federal income tax consequences to U.S. holders of our Series C Preference Units if we are treated as a PFIC.

         We may have to pay tax on U.S.-source income, which will reduce our cash flow.

        Under the Code, the U.S. source gross transportation income of a ship-owning or chartering corporation, such as ourselves, is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under a tax treaty or Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

        We do not expect to qualify for an exemption from such U.S. federal income tax under a tax treaty nor do we expect to qualify for the exemption under Section 883 of the Code during the 2018 tax year, unless our general partner exercises the "GasLog option" described below. For 2017, the U.S. source gross transportation tax was $0.3 million. Due to greater LNG exports from the United States, that amount could grow in future tax years. For a more detailed discussion, see the section entitled "Material United States Federal Income Tax Considerations—U.S. Federal Income Taxation of Our Company".

         You may be subject to income tax in one or more non-U.S. jurisdictions as a result of owning our Series C Preference Units if, under the laws of any such jurisdiction, we are considered to be carrying on business there. Such laws may require you to file a tax return with, and pay taxes to, those jurisdictions.

        We intend to conduct our affairs and cause each of our subsidiaries to operate its business in a manner that minimizes income taxes imposed upon us and our subsidiaries. Furthermore, we intend to conduct our affairs and cause each of our subsidiaries to operate its business in a manner that minimizes the risk that holders may be treated as having a permanent establishment or tax presence in a jurisdiction where we or our subsidiaries conduct activities simply by virtue of their ownership of our Series C Preference Units. However, because we are organized as a partnership, there is a risk in some jurisdictions that our activities or the activities of our subsidiaries may rise to the level of a tax presence that is attributed to our holders for tax purposes. If you are attributed such a tax presence in a jurisdiction, you may be required to file a tax return with, and to pay tax in, that jurisdiction based

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on your allocable share of our income. In addition, we may be required to obtain information from you in the event a tax authority requires such information to submit a tax return. We may be required to reduce distributions to you on account of any tax withholding obligations imposed upon us by that jurisdiction in respect of such allocation to you. The United States may not allow a tax credit for any foreign income taxes that you directly or indirectly incur by virtue of an investment in us.

Conflicts of Interest and Fiduciary Duties

         GasLog and our general partner own a controlling interest in us and have conflicts of interest and limited fiduciary and contractual duties to us, to our common unitholders and to holders of our Series C Preference Units, which may permit them to favor their own interests to your detriment.

        GasLog currently holds a 27.5% interest (including the 2% interest through general partner units) in us, and owns and controls our general partner. Under the Partnership Agreement, our general partner has delegated to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor general partner of the partnership. In addition, our general partner has the right to appoint four of seven, or a majority, of our directors. Certain of our directors and officers are directors and officers of GasLog or its affiliates, and, as such, they have fiduciary duties to GasLog or its affiliates that may cause them to pursue business strategies that disproportionately benefit GasLog or its affiliates or which otherwise are not in the best interests of us or our unitholders. Conflicts of interest may arise between GasLog and its affiliates (including our general partner), on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, our general partner and its affiliates may favor their own interests over the interests of our unitholders. These conflicts include, among others, the following situations:

    neither our Partnership Agreement nor any other agreement requires our general partner or GasLog or its affiliates to pursue a business strategy that favors us or utilizes our assets, and GasLog's officers and directors have a fiduciary duty to make decisions in the best interests of the shareholders of GasLog, which may be contrary to our interests;

    our Partnership Agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Where our Partnership Agreement permits, our general partner may consider only the interests and factors that it desires, and in such cases it has no fiduciary duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our unitholders. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our Partnership Agreement that require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted under our Partnership Agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the partnership. Our general partner and our directors are entitled to make other decisions in "good faith" if they reasonably believe that the decision is in our best interests;

    under our Partnership Agreement, as permitted under Marshall Islands law, our general partner and our directors have limited fiduciary duties. The Partnership Agreement also restricts the remedies available to our unitholders; as a result of purchasing Series C Preference Units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner and our directors, all as set forth in the Partnership Agreement;

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    our Partnership Agreement generally provides that transactions with our affiliates and resolutions of conflicts of interest not approved by the conflicts committee of our board of directors and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be "fair and reasonable" to us and that, in determining whether a transaction or resolution is "fair and reasonable", our board of directors may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us;

    our Partnership Agreement provides that neither our general partner nor our officers or directors will be liable for monetary damages to us, our limited partners or assignees for any acts or omissions, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or our officers or directors or those other persons engaged in actual fraud or willful misconduct;

    our general partner is entitled to reimbursement of all reasonable costs incurred by it and its affiliates for our benefit; and

    our Partnership Agreement does not restrict us from paying our general partner or its affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf.

        Even if our general partner relinquishes the power to elect one director to the common unitholders or holders of our Series A Preference Units, Series B Preference Units and Series C Preference Units gain the power to elect an additional director (as described in "The Offering—Voting Rights", above), our general partner will have substantial influence on decisions made by our board of directors. For further discussion, see "Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions" in our Annual Report on Form 20-F. In order to become a limited partner of our partnership, a holder of our Series C Preference Units is required to agree to be bound by the provisions in the Partnership Agreement, including the provisions discussed above.

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FORWARD-LOOKING STATEMENTS

        All statements in this prospectus supplement that are not statements of historical fact are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies, business prospects and changes and trends in our business and the markets in which we operate. In some cases, predictive, future-tense or forward-looking words such as "believe", "intend", "anticipate", "estimate", "project", "forecast", "plan", "potential", "may", "should", "could" and "expect" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the SEC, other information sent to our security holders, and other written materials. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus supplement, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

        Factors that might cause future results and outcomes to differ include, but are not limited to, the following:

    general LNG shipping market conditions and trends, including spot and multi-year charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, technological advancements and opportunities for the profitable operations of LNG carriers;

    fluctuations in charter hire rates and vessel values;

    changes in our operating expenses, including crew wages, maintenance, dry-docking and insurance costs and bunker prices;

    number of off-hire days and dry-docking requirements including our ability to complete scheduled dry-dockings on time and within budget;

    planned capital expenditures and availability of capital resources to fund capital expenditures;

    our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not under multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time, which may impact the rate at which we can charter such vessels;

    our ability to secure new multi-year charters at economically attractive rates;

    fluctuations in prices for crude oil, petroleum products and natural gas;

    our ability to expand our fleet by acquiring vessels through our drop-down pipeline with GasLog;

    our ability to leverage GasLog's relationships and reputation in the shipping industry;

    the ability of GasLog to maintain long-term relationships with major energy companies;

    changes in the ownership of our charterers;

    our customers' performance of their obligations under our time charters and other contracts;

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    our future operating performance, financial condition, liquidity and cash available for distributions;

    our ability to acquire assets in the future, including vessels from GasLog;

    our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, funding by GasLog of the revolving credit facility with GasLog entered into on April 3, 2017, and our ability to meet our restrictive covenants and other obligations under our credit facilities;

    future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending;

    the expected cost of and our ability to comply with environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business;

    risks inherent in ship operation, including the discharge of pollutants;

    GasLog's relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and the availability of skilled labor, ship crews and management;

    potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;

    potential liability from future litigation;

    our business strategy and other plans and objectives for future operations;

    any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; and

    other risks and uncertainties described in the Partnership's Annual Report on Form 20-F filed with the SEC on February 12, 2018, available at http://www.sec.gov.

        We undertake no obligation to update or revise any forward-looking statements contained in this prospectus, whether as a result of new information, future events, a change in our views or expectations or otherwise. 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 impact 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.

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USE OF PROCEEDS

        We estimate that the net proceeds from this offering, after deducting underwriting discounts and estimated expenses payable by us, will be approximately $96,293,410 million ($110,820,910 million if the underwriter exercises its option to purchase additional units in full).

        We plan to use the net proceeds from the sale of the preference units covered by this prospectus for general partnership purposes, which may include future acquisitions, debt repayment, capital expenditures and additions to working capital. We currently expect that this will include future acquisitions from GasLog.

        We are not obligated to purchase any of the vessels from GasLog that we have the option to purchase under the omnibus agreement and, accordingly, we may not complete the purchase of any such vessels. Furthermore, our ability to purchase any additional vessels, including under the omnibus agreement, is dependent on our ability to obtain financing to fund all or a portion of the acquisition costs of these vessels. See "Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business" of our Annual Report on Form 20-F for a discussion of the risks we face in acquiring vessels. See also "Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement" of our Annual Report on Form 20-F.

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RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE UNIT DISTRIBUTIONS

        The following table sets forth our ratio of earnings to fixed charges for the periods indicated, computed using amounts derived from our financial statements prepared in accordance with IFRS as issued by the International Accounting Standards Board.

 
  Year Ended December 31,(1)   Nine months
Ended
September 30,
2018
 
 
  2013   2014   2015   2016   2017  
 
  (in thousands of U.S. dollars, except ratios)
 

Earnings

                                     

Pre-tax income

    36,836     47,473     83,742     94,101     124,919     85,846  

Add:

                                     

Fixed charges

    12,389     38,270     35,221     49,580     58,352     45,134  

Total Earnings available for fixed charges

    49,225     85,743     118,963     143,681     183,271     130,980  

Fixed Charges

                                     

Interest expensed

    10,641     25,098     30,823     38,193     51,490     40,090  

Amortization of deferred loan issuance costs

    1,748     13,172     4,398     11,387     6,862     5,044  

Total Fixed charges before preference unit distributions

    12,389     38,270     35,221     49,580     58,352     45,134  

Paid and accrued preference unit distributions

                    7,749     15,952  

Combined Fixed charges and preference unit distributions

    12,389     38,270     35,221     49,580     66,101     61,086  

Ratio of Earnings to Fixed Charges(2)

    3.97     2.24     3.38     2.90     3.14     2.90  

Ratio of Earnings to Fixed Charges and Preference Unit Distributions(2)

    3.97     2.24     3.38     2.90     2.77     2.14  

(1)
Restated so as to reflect the historical results of GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS- twenty one Ltd., GAS-seven Ltd., GAS-eleven Ltd., GAS-thirteen Ltd., GAS-eight Ltd. and GAS-fourteen Ltd. from their respective dates of incorporation by GasLog. See Note 1 to the audited consolidated financial statements for the year ended December 31, 2017 on our Annual Report on Form 20-F filed on February 12, 2018, and Note 1 to the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2017 and 2018 on Form 6-K incorporated herein by reference.

(2)
For purposes of calculating the ratios above:

"earnings" is the result of adding (a) pre-tax (loss)/income from continuing operations (which includes non-cash unrealized gains and losses on derivative financial instruments) and (b) fixed charges;

"fixed charges" represent (i) interest incurred and (ii) amortization of capitalized expenses related to indebtedness;

"preference unit distributions" represent the amount of pre-tax earnings that is required to pay the cash distributions on outstanding preference units and is computed as the amount of (a) the distribution divided by (b) the result of 1 minus the effective income tax rate applicable to continuing operations. We did not have any preference units outstanding during the years from 2013 to 2016, and the ratio of earnings to combined fixed charges and preference units is equivalent to the ratio of earnings to fixed charges for these years. As of September 30, 2018, we had 5,750,000 outstanding Series A Preference Units and 4,600,000 outstanding Series B Preference Units. The Series A Preference Units were issued on May 15, 2017 and the Series B Preference Units were issued January 17, 2018.

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CASH AND CAPITALIZATION

        The following table shows (a) cash and cash equivalents and (b) consolidated capitalization as of September 30, 2018 on an:

    actual basis;

    as adjusted basis, giving effect to:

    scheduled principal payments on our bank indebtedness totaling $10.21 million during the period from October 1, 2018 to November 7, 2018;

    the issuance of 259,104 common units for net proceeds of $6.19 million and 5,288 general partner units for $0.13 million in connection with the Second Amended and Restated Equity Distribution Agreement subsequent to September 30, 2018, and through November 7, 2018;

    as further adjusted basis, giving effect to:

    the issuance and sale of the Series C Preference Units (assuming the underwriters' option to purchase additional units is not exercised) at a public offering price of $25.00 per unit, resulting in net proceeds of approximately $96,293,410 (after deducting estimated offering expenses of $556,590).

        Other than these adjustments, there has been no material change in our capitalization from debt or equity issuances, re-capitalizations or special dividends between September 30, 2018, and the date of this prospectus supplement.

        This table is derived from and should be read together with the condensed consolidated financial statements of GasLog Partners LP and the accompanying notes incorporated herein by reference. You should also read this table in conjunction with "Management's Discussion and Analysis of Financial

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Condition and Results of Operations" in Exhibit 99.2 of the Report on Form 6-K as furnished to the SEC on October 25, 2018 and incorporated herein by reference.

 
  As of September 30, 2018  
 
  Actual   Adjusted   As Further
Adjusted
 
 
  (dollars in thousands)
 

CASH

                   

Cash and cash equivalents

  $ 168,753   $ 164,863   $ 261,156  

CAPITALIZATION

                   

Debt:

                   

Borrowings—current portion

    85,033     74,824     74,824  

Borrowings—non-current portion

    1,071,568     1,071,568     1,071,568  

Total debt

    1,156,601     1,146,392     1,146,392  

Partners' Capital:

                   

Common unitholders: 45,189,889 units issued and outstanding as of September 30, 2018, and 45,448,993 units as adjusted and as further adjusted

    840,606     846,798     846,798  

General partner: 922,244 units issued and outstanding as of September 30, 2018, and 927,532 units as adjusted and as further adjusted

    13,246     13,373     13,373  

Incentive Distribution Rights

    6,290     6,290     6,290  

Preference unitholders: 5,750,000 Series A Preference Units and 4,600,000 Series B Preference Units issued and outstanding as of September 30, 2018 and as adjusted and as further adjusted

    250,934     250,934     250,934  

Series C Preference unitholders: No units issued and outstanding as of September 30, 2018 and as adjusted and 4,000,000 units issued and outstanding as further adjusted

            96,293  

Total Partners' Capital

    1,111,076     1,117,395     1,213,688  

Total capitalization

  $ 2,267,677   $ 2,263,787   $ 2,360,080  

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DESCRIPTION OF SERIES C PREFERENCE UNITS

        The following description of the Series C Preference Units does not purport to be complete and is subject to, and qualified in its entirety by reference to the provisions of our Fourth Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), which is incorporated by reference into this prospectus, and sets forth the terms of the Series C Preference Units. A copy of the Partnership Agreement may be obtained from us as described under "Where You Can Find Additional Information".

General

        The Series C Preference Units offered hereby are a new series of preference units. Upon completion of this offering, there will be 4,000,000 Series C Preference Units issued and outstanding (or 4,600,000 Series C Preference Units issued and outstanding if the underwriters exercise in full their option to purchase additional units). We may, without notice to or consent of the holders of the then-outstanding Series C Preference Units, authorize and issue additional Series C Preference Units and Junior Securities (each as defined under "Summary—The Offering—Ranking") and, subject to the limitations described under "—Voting Rights", Senior Securities and Parity Securities (as defined under "Summary—The Offering—Ranking").

        The holders of our common units are entitled to receive, to the extent permitted by law, such distributions as may from time to time be declared by our board of directors. Upon any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of our common units are entitled to receive distributions of our assets, after we have satisfied or made provision for our debts and other obligations and for payment to the holders of any class or series of limited partner interests (including the Series C Preference Units) having preferential rights to receive distributions of our assets.

        The Series C Preference Units will entitle the holders thereof to receive cumulative cash distributions when, as and if declared by our board of directors out of legally available funds for such purpose. When issued and paid for in the manner described in this prospectus, the Series C Preference Units offered hereby will be fully paid and nonassessable. Each Series C Preference Unit will have a fixed liquidation preference of $25.00 per unit plus an amount equal to accumulated and unpaid distributions thereon to the date fixed for payment, whether or not declared. Please read "—Liquidation Rights".

        The Series C Preference 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. As such, the Series C Preference Units will rank junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us.

        All the Series C Preference Units offered hereby will be represented by a single certificate issued to the Securities Depository (as defined below) and registered in the name of its nominee and, so long as a Securities Depository has been appointed and is serving, no person acquiring Series C Preference Units will be entitled to receive a certificate representing such units unless applicable law otherwise requires or the Securities Depository resigns or is no longer eligible to act as such and a successor is not appointed. Please read "—Book-Entry System".

        The Series C Preference Units will not be convertible into common units or other of our securities and will not have exchange rights or be entitled or subject to any preemptive or similar rights. The Series C Preference Units will not be subject to mandatory redemption or to any sinking fund requirements. The Series C Preference Units will be subject to redemption, in whole or in part, at our option commencing on March 15, 2024. Please read "—Redemption".

        We have appointed American Stock Transfer & Trust Company, LLC ("American Stock Transfer") as the paying agent, or Paying Agent, and the registrar and transfer agent, or the Registrar and

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Transfer Agent, for the Series C Preference Units. The address of American Stock Transfer is 6201 15th Avenue, Brooklyn, NY 11219.

Ranking

        Prior to this offering, we have established two other series of preference units.

    As of September 30, 2018, a total of 5,750,000 units of our Series A Preference Units and 4,600,000 units of our Series B Preference Units were issued and outstanding.

        The Series C Preference Units will, with respect to anticipated quarterly distributions and distributions upon the liquidation, winding-up and dissolution of our affairs, rank:

    senior to the Junior Securities (including our common units);

    on a parity with the Parity Securities; and

    junior to the Senior Securities.

        The Series C Preference Units will rank junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us, and pari passu with the Series A Preference Units and Series B Preference Units.

        Under the Partnership Agreement, we may issue Junior Securities from time to time in one or more series without the consent of the holders of the Series C Preference Units. Our board of directors has the authority to determine the preferences, powers, qualifications, limitations, restrictions and special or relative rights or privileges, if any, of any such series before the issuance of any units of that series. Our board of directors will also determine the number of units constituting each series of securities. Our ability to issue additional Parity Securities in certain circumstances or Senior Securities is limited as described under "—Voting Rights".

Liquidation Rights

        The holders of outstanding Series C Preference Units will be entitled, in the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, to receive the liquidation preference of $25.00 per unit in cash plus an amount equal to accumulated and unpaid distributions thereon to the date fixed for payment of such amount (whether or not declared), and no more, before any distribution will be made to the 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 a liquidation, dissolution or winding up of our affairs for this purpose. In the event that our assets available for distribution to holders of the outstanding Series C Preference Units and any other Parity Securities are insufficient to permit payment of all required amounts, our assets then remaining will be distributed among the Series C Preference Units and any Parity Securities ratably on the basis of their relative aggregate liquidation preferences. After payment of all required amounts to the holders of the outstanding Series C Preference Units and other Parity Securities, our remaining assets and funds will be distributed among the holders of the common units and any other Junior Securities then outstanding according to their respective rights.

Voting Rights

        The Series C Preference Units will have no voting rights except as set forth below or as otherwise provided by Marshall Islands law. In the event that six quarterly distributions, whether or not consecutive, payable on the Series C Preference Units are in arrears, the holders of the Series C Preference Units will have the right, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, including holders of our Series A Preference Units and Series B Preference Units, to elect one member of our board of

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directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the holders of Series C Preference Units and Parity Securities 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 the Series C Preference 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 C Preference Units. The right of such holders of Series C Preference Units to elect a member of our board of directors will continue until such time as all distributions accumulated and in arrears on the Series C Preference Units have been paid in full, or funds for the payment thereof have been declared and set aside, at which time such right will terminate, subject to revesting in the event of each and every subsequent failure to pay six quarterly distributions as described above. Upon any termination of the right of the holders of the Series C Preference Units and any other Parity Securities to vote as a class for such director, the term of office of such director then in office elected by such holders voting as a class will terminate immediately. Any director elected by the holders of the Series C Preference Units and any other Parity Securities shall each be entitled to one vote on any matter before our board of directors. Upon each election of a member of the board of directors by holders of Series C Preference Units as described herein, our general partner shall have the right to appoint an additional member of the board of directors, the term of such director to begin and end on the same dates as the corresponding director elected by the holders of the Series C Preference Units and Parity Securities.

        Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preference Units, voting as a single class, we may not adopt any amendment to the Partnership Agreement that has a material adverse effect on the existing terms of the Series C Preference Units.

        In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preference Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable (including our Series A Preference Units and Series B Preference Units), we may not:

    issue any Parity Securities if the cumulative distributions payable on outstanding Series C Preference Units are in arrears; or

    create or issue any Senior Securities.

        On any matter described above in which the holders of the Series C Preference Units are entitled to vote as a class, such holders will be entitled to one vote per unit. The Series C Preference Units held by us or any of our subsidiaries or affiliates will not be entitled to vote. As of November 7, 2018, there were 5,750,000 units of Series A Preference Units and 4,600,000 Series B Preference Units outstanding. Accordingly, after the issuance of 4,000,000 units of Series C Preferences Units in this offering (assuming the underwriters do not exercise their option to purchase additional units), the Series C Preference Units will represent approximately 27.9% of the total voting power of the Series A Preferences Units, Series B Preference Units and the Series C Preferences Units for purposes of any vote in which the Series A Preference Units and Series B Preference Units vote together with the Series C Preference Units. Assuming that we issue 4,600,000 units of Series C Preference Units in this offering (assuming the underwriters exercise their option to purchase additional units in full), the Series C Preferences Units will represent approximately 30.8% of the total voting power of the Series A Preference Units, Series B Preference Units and the Series C Preference Units.

        Series C Preference Units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.

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Distributions

General

        Holders of Series C Preference Units will be entitled to receive, when, as and if declared by our board of directors out of legally available funds for such purpose, cumulative cash distributions from and including November 15, 2018.

Distribution Rate

        Distributions on Series C Preference Units will be cumulative, commencing on November 15, 2018, and payable on each Distribution Payment Date, commencing March 15, 2019, when, as and if declared by our board of directors or any authorized committee thereof out of legally available funds for such purpose. From and including the original issue date to, but excluding, March 15, 2024 (the "Fixed Rate Period"), distributions on the Series C Preference Units will accrue at a rate of 8.500% per annum per $25.00 stated liquidation preference per unit of Series C Preference Units. From and including March 15, 2024 (the "Floating Rate Period"), the distribution rate will be a floating rate equal to the Three Month LIBOR Rate (as defined below) plus a spread of 5.317% per annum per $25.00 stated liquidation preference per unit of Series C Preference Units.

        For each Distribution Period (as defined below) during the Floating Rate Period, the applicable distribution rate will be determined by the calculation agent as of the applicable Distribution Determination Date (as defined below). For purposes of determining the applicable distribution rate, LIBOR (the London interbank offered rate) ("Three-Month LIBOR Rate") will be determined by the calculation agent, as of the applicable Distribution Determination Date, in accordance with the following provisions:

    the Three Month LIBOR Rate will be the rate (expressed as a percentage per year) for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such rate appears on "Reuters Page LIBOR01" at approximately 11:00 a.m. (London time) on the relevant Distribution Determination Date; or

    if no such rate appears on "Reuters Page LIBOR01" or if the "Reuters Page LIBOR01" is not available at approximately 11:00 a.m. (London time) on the relevant Distribution Determination Date, then the calculation agent, after consultation with us, will select four nationally-recognized banks in the London interbank market and request that the principal London offices of those four selected banks provide the calculation agent with their offered quotation for deposits in U.S. dollars for a period of three months, commencing on the first day of the applicable Distribution Period, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on that Distribution Determination Date for the applicable Distribution Period. Offered quotations must be based on a principal amount equal to an amount that, in the calculation agent's discretion, is representative of a single transaction in U.S. dollars in the London interbank market at that time. If at least two quotations are provided, the Three-Month LIBOR Rate for such Distribution Period will be the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of those quotations. If fewer than two quotations are provided, the Three-Month LIBOR Rate for such Distribution Period will be the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of the rates quoted at approximately 11:00 a.m. (New York City time) on that Distribution Determination Date for such Distribution Period by three nationally-recognized banks in New York, New York selected by the calculation agent, for loans in U.S. dollars to nationally-recognized European banks (as selected by the calculation agent), for a period of three months commencing on the first day of such Distribution Period. The rates quoted must be based on an amount that, in the calculation agent's discretion, is representative of a single transaction in U.S. dollars in that market at that time. If fewer than three New York City banks selected by the calculation agent provide quote

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      rates in the manner described above, the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate the Three-Month LIBOR Rate or any of the foregoing lending rates, shall determine Three-Month LIBOR Rate for the applicable Distribution Period in its discretion, after consultation with us.

        Notwithstanding the above, if the calculation agent determines on the relevant Distribution Determination Date that the LIBOR base rate has been discontinued, then the calculation agent will use a substitute or successor base rate that it has determined in its discretion, after consultation with us, is most comparable to the LIBOR base rate, provided that if the calculation agent determines there is an industry-accepted successor base rate, then the calculation agent shall use such successor base rate. If the calculation agent has determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in its discretion, after consultation with us, may determine what business day convention to use, the definition of business day, the Distribution Determination Date and any other relevant methodology for calculating such substitute or successor base rate in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.

        We will appoint a calculation agent for the Series C Preference Units prior to the commencement of the Floating Rate Period and will be entitled to remove or replace the calculation agent in our discretion. In addition, we or an affiliate of ours may assume the duties of the calculation agent.

        "Distribution Determination Date" means the London Business Day (as defined below) immediately preceding the first date of the applicable Distribution Period.

        "Distribution Period" means the quarterly period from, and including, a Distribution Payment Date to, but excluding, the next succeeding Distribution Payment Date, except for the initial Distribution Period, which will be the period from, and including, the original issue date of the Series C Preference Units to, but excluding, March 15, 2019.

        "London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

        "Reuters Page LIBOR01" means the display so designated on the Reuters 3000 Xtra (or such other page as may replace the LIBOR01 page on that service, or such other service as may be nominated by the ICE Benchmark Administration Limited, or ICE, or its successor, or such other entity assuming the responsibility of ICE or its successor in the event ICE or its successor no longer does so, as the successor service, for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

Distribution Payment Dates

        The "Distribution Payment Dates" for the Series C Preference Units will be each March 15, June 15, September 15 and December 15, commencing March 15, 2019. Distributions will accumulate in each distribution period from and including the preceding Distribution Payment Date or the initial issue date, as the case may be, to but excluding the applicable Distribution Payment Date for such distribution period, and distributions will accrue on accumulated distributions at the applicable distribution rate. If any Distribution Payment Date during the Fixed Rate Period otherwise would fall on a day that is not a Business Day, declared distributions will be paid on the immediately succeeding Business Day without the accumulation of additional distributions. If any Distribution Payment Date during the Floating Rate Period otherwise would fall on a day that is not a Business Day, then the Distribution Payment Date will be the next day that is a Business Day. Distributions payable on the Series C Preference Units for any Distribution Period during the Fixed Rate Period will be calculated based on a 360-day year consisting of twelve 30-day months. Distributions payable on the Series C

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Preference Units for any Distribution Period during the Floating Rate Period will be calculated based on a 360-day year and the number of days actually elapsed during such Distribution Period.

        "Business Day" means a day on which the NYSE is open for trading and which is not a Saturday, a Sunday or other day on which banks in New York City are authorized or required by law to close.

Payment of Distributions

        Not later than the close of business, New York City time, on each Distribution Payment Date, we will pay those distributions, if any, on the Series C Preference Units that have been declared by our board of directors to the holders of such units as such holders' names appear on our unit transfer books maintained by the Registrar and Transfer Agent on the applicable Record Date. The applicable record date, the Record Date, will be the fifth Business Day immediately preceding the applicable Distribution Payment Date, except that in the case of payments of distributions in arrears, the Record Date with respect to a Distribution Payment Date will be such date as may be designated by our board of directors in accordance with the Partnership Agreement.

        So long as the Series C Preference Units are held of record by the nominee of the Securities Depository, declared distributions will be paid to the Securities Depository in same-day funds on each Distribution Payment Date. The Securities Depository will credit accounts of its participants in accordance with the Securities Depository's normal procedures. The participants will be responsible for holding or disbursing such payments to beneficial owners of the Series C Preference Units in accordance with the instructions of such beneficial owners.

        No distribution may be declared or paid or set apart for payment on any Junior Securities (other than a distribution payable solely in units of Junior Securities) unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding Series C Preference Units and any Parity Securities through the most recent respective Distribution Payment Dates. Accumulated distributions in arrears for any past Distribution Period may be declared by our board of directors and paid on any date fixed by our board of directors, whether or not a Distribution Payment Date, to holders of the Series C Preference Units on the record date for such payment, which may not be more than 60 days, nor less than 15 days, before such payment date. Subject to the next succeeding sentence, if all accumulated distributions in arrears on all outstanding Series C Preference Units and any Parity Securities have not been declared and paid, or sufficient funds for the payment thereof have not been set apart, payment of accumulated distributions in arrears will be made in order of their respective Distribution Payment Dates, commencing with the earliest. If less than all distributions payable with respect to all Series C Preference Units and any Parity Securities are paid, any partial payment will be made pro rata with respect to the Series C Preference Units and any Parity Securities (including the Series A Preference Units and Series B Preference Units) entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such units at such time. Holders of the Series C Preference Units will not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions. Except insofar as distributions accrue on the amount of any accumulated and unpaid distributions as described under "—Distributions—Distribution Rate", no interest or sum of money in lieu of interest will be payable in respect of any distribution payment which may be in arrears on the Series C Preference Units.

Redemption

        The Series C Preference Units will represent perpetual equity interests in us. We will have no obligation to redeem or repurchase any Series C Preference Units.

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Optional Redemption

        Commencing on March 15, 2024, we may redeem, at our option, in whole or in part, the Series C Preference Units at a redemption price in cash equal to $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 optional redemption shall be effected only out of funds legally available for such purpose. We may undertake multiple partial redemptions.

Redemption Procedures

        We will give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the scheduled date of redemption, to the holders of any units to be redeemed as such holders' names appear on our unit transfer books maintained by the Registrar and Transfer Agent at the address of such holders shown therein. Such notice shall state: (1) the redemption date, (2) the number of Series C Preference Units to be redeemed and, if less than all outstanding Series C Preference Units are to be redeemed, the number (and the identification) of units to be redeemed from such holder, (3) the redemption price, (4) the place where the Series C Preference Units are to be redeemed and shall be presented and surrendered for payment of the redemption price therefor and (5) that distributions on the units to be redeemed will cease to accumulate from and after such redemption date.

        If fewer than all of the outstanding Series C Preference Units are to be redeemed, the number of units to be redeemed will be determined by us, and such units will be redeemed by such method of selection as the Securities Depository shall determine, pro rata or by lot, with adjustments to avoid redemption of fractional units. So long as all Series C Preference Units are held of record by the nominee of the Securities Depository, we will give notice, or cause notice to be given, to the Securities Depository of the number of Series C Preference Units to be redeemed, and the Securities Depository will determine the number of Series C Preference Units to be redeemed from the account of each of its participants holding such units in its participant account. Thereafter, each participant will select the number of units to be redeemed from each beneficial owner for whom it acts (including the participant, to the extent it holds Series C Preference Units for its own account). A participant may determine to redeem Series C Preference Units from some beneficial owners (including the participant itself) without redeeming Series C Preference Units from the accounts of other beneficial owners.

        So long as the Series C Preference Units are held of record by the nominee of the Securities Depository, the redemption price will be paid by the Paying Agent to the Securities Depository on the redemption date. The Securities Depository's normal procedures provide for it to distribute the amount of the redemption price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting as agent.

        If we give or cause to be given a notice of redemption, then we will deposit with the Paying Agent funds sufficient to redeem the Series C Preference Units as to which notice has been given by the close of business, New York City time, no later than the Business Day immediately preceding the date fixed for redemption, and will give the Paying Agent irrevocable instructions and authority to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such units is issued in the name of the Securities Depository or its nominee) of the certificates therefor. If notice of redemption shall have been given, then from and after the date fixed for redemption, unless we default in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all distributions on such units will cease to accumulate and all rights of holders of such units as our unitholders will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid distributions through (but not including) the date fixed for redemption, whether or not declared.

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        We will be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the redemption price of the units to be redeemed), and the holders of any units so redeemed will have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by us for any reason, including, but not limited to, redemption of Series C Preference Units, that remain unclaimed or unpaid after two years after the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to us upon our written request, after which repayment the holders of the Series C Preference Units entitled to such redemption or other payment shall have recourse only to us.

        If only a portion of the Series C Preference Units represented by a certificate has been called for redemption, upon surrender of the certificate to the Paying Agent (which will occur automatically if the certificate representing such units is registered in the name of the Securities Depository or its nominee), the Paying Agent will issue to the holder of such units a new certificate (or adjust the applicable book-entry account) representing the number of Series C Preference Units represented by the surrendered certificate that have not been called for redemption.

        Notwithstanding any notice of redemption, there will be no redemption of any Series C Preference Units called for redemption until funds sufficient to pay the full redemption price of such units, including all accumulated and unpaid distributions to the date of redemption, whether or not declared, have been deposited by us with the Paying Agent.

        We and our affiliates may from time to time purchase the Series C Preference Units, subject to compliance with all applicable securities and other laws. Neither we nor any of our affiliates has any obligation, or any present plan or intention, to purchase any Series C Preference Units.

        Notwithstanding the foregoing, in the event that full cumulative distributions on the Series C Preference Units and any Parity Securities have not been paid or declared and set apart for payment, we may not repurchase, redeem or otherwise acquire, in whole or in part, any Series C Preference Units or Parity Securities except pursuant to a purchase or exchange offer made on the same terms to all holders of Series C Preference Units and any Parity Securities. Common units and any other Junior Securities may not be redeemed, repurchased or otherwise acquired unless full cumulative distributions on the Series C Preference Units and any Parity Securities for all prior and the then-ending distribution periods have been paid or declared and set apart for payment.

No Sinking Fund

        The Series C Preference Units will not have the benefit of any sinking fund.

No Fiduciary Duty

        We, our officers and directors and our general partner, will not owe any fiduciary duties to holders of the Series C Preference Units other than an implied contractual duty of good faith and fair dealing pursuant to the Partnership Agreement.

Book-Entry System

        All Series C Preference Units offered hereby will be represented by a single certificate issued to The Depository Trust Company (and its successors or assigns or any other securities depository selected by us), or the Securities Depository, and registered in the name of its nominee (initially, Cede & Co.). The Series C Preference Units offered hereby will continue to be represented by a single certificate registered in the name of the Securities Depository or its nominee, and no holder of the Series C Preference Units offered hereby will be entitled to receive a certificate evidencing such units unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no

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longer eligible to act as such and we have not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by us to holders of the Series C Preference Units will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Series C Preference Units, each purchaser of Series C Preference Units must rely on (1) the procedures of the Securities Depository and its participants to receive distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or nominating rights, with respect to such Series C Preference Units and (2) the records of the Securities Depository and its participants to evidence its ownership of such Series C Preference Units.

        So long as the Securities Depository (or its nominee) is the sole holder of the Series C Preference Units, no beneficial holder of the Series C Preference Units will be deemed to be a unitholder of us. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by its participants in the Series C Preference Units, whether as a holder of the Series C Preference Units for its own account or as a nominee for another holder of the Series C Preference Units.

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SUMMARY OF OUR PARTNERSHIP AGREEMENT

        The following is a summary of the material provisions of the Partnership Agreement, which is qualified in its entirety by the terms and conditions of the Partnership Agreement, which is incorporated herein by reference. We will provide prospective investors with a copy of the Partnership Agreement upon written request at no charge.

Organization and Duration

        We were organized on January 23, 2014 and have perpetual existence.

Purpose

        Our purpose under the Partnership Agreement is to engage in any business activities that may lawfully be engaged in by a limited partnership pursuant to the Marshall Islands Act.

        Although our board of directors has the ability to cause us or our subsidiaries to engage in activities other than the provision of marine transportation services, it has no current plans to do so and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. Our general partner has delegated to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis.

Cash Distributions

        Our Partnership Agreement specifies the manner in which we will make cash distributions to holders of our common units and other partnership interests, including to the holders of Series A Preference Units, Series B Preference Units and Series C Preference Units, our incentive distribution rights, as well as to our general partner in respect of its general partner interest. Please see "Our Cash Distribution Policy and Restrictions on Distributions" on page 36 of the accompanying base prospectus for further information.

Capital Contributions

        No holder of common units, Series A Preference Units, Series B Preference Units or Series C Preference Units is obligated to make additional capital contributions, except as described below under "—Limited Liability".

Voting Rights

        Holders of the Series C Preference Units generally have no voting rights. However, the consent of the holders of at least two-thirds of the outstanding Series C Preference Units, voting as a single class, is required prior to any amendment to the Partnership Agreement that would have a material adverse effect on the existing terms of the Series C Preference Units. In addition, unless we receive the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preference Units, voting as a class together with holders of any other Parity Securities (including the Series A Preference Units and Series B Preference Units), we may not (i) issue any Parity Securities if the cumulative distributions on Series C Preference Units are in arrears or (ii) create or issue any Senior Securities. Distributions payable on the Series C Preference 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 C Preference Units. In addition, in certain limited instances, the holders of Series C Preference Units will be entitled to elect one director to our board of directors. Please read "Description of Series C Preference Units—Voting Rights".

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        The following is a summary of the unitholder vote required for approval of the matters specified below. Matters that require the approval of a "Unit Majority" require the approval of a majority of the common units voting as a single class. In voting their common units, our general partner and its affiliates will have no fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners.

        Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve our ability to claim an exemption from U.S. federal income tax under Section 883 of the Code, if at any time any person or group owns beneficially more than 4.9% of any class or series of units then outstanding, any units beneficially owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of limited partners, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes under our Partnership Agreement, unless otherwise required by law. Effectively, this means that the voting rights of any such unitholders in excess of 4.9% will be redistributed pro rata among the other unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors. This loss of voting rights does not apply to the Series A Preference Units, Series B Preference Units or Series C Preference Units.

        We hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Our general partner has appointed four of our seven directors and the common unitholders elected the remaining three directors. Four of our directors meet the independence standards of the NYSE, and three of the four also qualify as independent of GasLog under our Partnership Agreement, so as to be eligible for membership on our conflicts committee. If our general partner exercises its right to transfer the power to elect a majority of our directors to the common unitholders, an additional director will thereafter be elected by our common unitholders. Our general partner may exercise this right in order to permit us to claim, or continue to claim, an exemption from U.S. federal income tax under Section 883 of the Code.

Action
  Unitholder Approval Required and Voting Rights

Issuance of additional common units or other limited partner interests

  No approval rights; general partner approval required for all issuances not reasonably expected to be accretive within twelve months of issuance or which would otherwise have a material adverse impact on the general partner or its interest in our partnership.

Amendment of the Partnership Agreement

 

Certain amendments may be made by our board of directors without the approval of the unitholders. Other amendments generally require the approval of a Unit Majority. See "—Amendment of the Partnership Agreement".

Merger of our partnership or the sale of all or substantially all of our assets

 

Unit Majority and approval of our general partner and our board of directors. See "—Merger, Sale, Conversion or Other Disposition of Assets".

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Action
  Unitholder Approval Required and Voting Rights

Dissolution of our partnership

 

Unit Majority and approval of our general partner and our board of directors. See "—Termination and Dissolution".

Reconstitution of our partnership upon dissolution

 

Unit Majority. See "—Termination and Dissolution".

Withdrawal of our general partner

 

Under most circumstances, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to March 31, 2024 in a manner that would cause a dissolution of our partnership. See "—Withdrawal or Removal of our General Partner".

Removal of our general partner

 

Not less than 662/3% of the outstanding common units, including common units held by our general partner and its affiliates, voting together as a single class. See "—Withdrawal or Removal of our General Partner".

Transfer of our general partner interest in us

 

Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our common unitholders or other limited partners to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to March 31, 2024. See "—Transfer of General Partner Interest".

Transfer of incentive distribution rights

 

Except for transfers to an affiliate or another person as part of a merger or consolidation with or into, or sale of all or substantially all of the assets to, such person, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, voting separately as a class, is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to March 31, 2019. See "—Transfer of Incentive Distribution Rights".

Transfer of ownership interests in our general partner

 

No approval required at any time. See "—Transfer of Ownership Interests in General Partner".

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Applicable Law; Forum, Venue and Jurisdiction

        Our Partnership Agreement is governed by Marshall Islands law. Our Partnership Agreement requires that any claims, suits, actions or proceedings:

    arising out of or relating in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the Partnership Agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us);

    brought in a derivative manner on our behalf;

    asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to us or the limited partners;

    asserting a claim arising pursuant to any provision of the Marshall Islands Act; and

    asserting a claim governed by the internal affairs doctrine;

shall be exclusively brought in the Court of Chancery of the State of Delaware, unless otherwise provided for by Marshall Islands law, regardless of whether such claims, suits, actions or proceedings arise under laws relating to contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. By purchasing a unit, a limited partner is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, unless otherwise provided for by Marshall Islands law, in connection with any such claims, suits, actions or proceedings; however, a court could rule that such provisions are inapplicable or unenforceable. Any person or entity purchasing or otherwise acquiring any interest in our units shall be deemed to have notice of and to have consented to the provisions described above. This forum selection provision may limit our unitholders' ability to obtain a judicial forum that they find favorable for disputes with us or our directors, officers or other employees or unitholders.

Limited Liability

        Assuming that a limited partner does not participate in the control of our business within the meaning of the Marshall Islands Act and that he otherwise acts in conformity with the provisions of our Partnership Agreement, his liability under the Marshall Islands Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his units plus his share of any undistributed profits and assets. If it were determined, however, that the right, or exercise of the right, by the limited partners as a group:

    to remove or replace our general partner;

    to elect three (or, following the general partner's exercise of its right to transfer the power to elect a majority of our directors to the common unitholders, four) of our seven directors;

    to approve some amendments to our Partnership Agreement; or

    to take other action under our Partnership Agreement;

constituted "participation in the control" of our business for the purposes of the Marshall Islands Act, then the limited partners could be held personally liable for our obligations under the laws of the Marshall Islands, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the limited partner is a general partner. Neither our Partnership Agreement nor the Marshall Islands Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general

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partner. While this does not mean that a limited partner could not seek legal recourse, we know of no precedent for this type of a claim in Marshall Islands case law.

        Under the Marshall Islands Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Marshall Islands Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the non-recourse liability. The Marshall Islands Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Marshall Islands Act shall be liable to the limited partnership for the amount of the distribution for three years. Under the Marshall Islands Act, a purchaser of units who becomes a limited partner of a limited partnership is liable for the obligations of the transferor to make contributions to the partnership, except that the transferee is not obligated for liabilities unknown to him at the time he became a limited partner and that could not be ascertained from the Partnership Agreement.

        Maintenance of our limited liability may require compliance with legal requirements in the jurisdictions in which our subsidiaries conduct business, which may include qualifying to do business in those jurisdictions. Limitations on the liability of limited partners for the obligations of a limited partnership or limited liability company have not been clearly established in many jurisdictions. If, by virtue of our membership interest in an operating subsidiary or otherwise, it was determined that we were conducting business in any jurisdiction without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the limited partners as a group to remove or replace the general partner, to approve some amendments to the Partnership Agreement or to take other action under the Partnership Agreement constituted "participation in the control" of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our board of directors considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Interests

        The Partnership Agreement authorizes us to issue an unlimited amount of additional partnership interests and rights to buy partnership interests for the consideration and on the terms and conditions determined by our board of directors without the approval of the unitholders, other than certain limited approval rights of the holders of the Series A Preference Units, Series B Preference Units and Series C Preference Units described under "Description of Series C Preference Units—Voting Rights". However, our general partner will be required to approve all issuances of additional partnership interests that are not reasonably expected to be accretive within twelve months of issuance or which would otherwise have a material adverse impact on the general partner or its interest in us.

        We intend to fund acquisitions through borrowings and the issuance of additional common units or other equity securities and the issuance of debt securities. Holders of any additional Series C Preference Units we issue will be entitled to share equally with the then-existing holders of Series C Preference Units in our distributions, holders of any additional Series A Preference Units we issue will be entitled to share equally with the then-existing holders of Series A Preference Units in our distributions, holders of any additional Series B Preference Units we issue will be entitled to share equally with the then-existing holders of Series B Preference Units in our distributions and holders of any additional common units we issue will be entitled to share equally with the then-existing holders of

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common units in our distributions. Additionally, we may issue other equity securities that may dilute the value of the interests of the then-existing holders of common units, Series A Preference Units, Series B Preference Units or Series C Preference Units in our net assets and such securities may have priority over common units, Series A Preference Units, Series B Preference Units or Series C Preference Units for receipt of distributions.

        In accordance with Marshall Islands law and the provisions of our Partnership Agreement, we may also issue additional partnership interests that, as determined by our board of directors, have special voting or other rights to which the common units, the Series A Preference Units, the Series B Preference Units and the Series C Preference Units are not entitled.

        Upon issuance of additional partnership interests (including our common units, but excluding common units in connection with a reset of the incentive distribution target levels or the issuance of partnership interests upon conversion of outstanding partnership interests), our general partner will have the right, but not the obligation, to make additional capital contributions to the extent necessary to maintain its 2.0% general partner interest in us. Our general partner's interest in us will thus be reduced if we issue additional partnership interests in the future and our general partner does not elect to maintain its 2.0% general partner interest in us. Our general partner's 2.0% general partner interest in us does not entitle it to receive any portion of the distributions made in respect of the issuance of the Series C Preference Units. Our general partner and its affiliates will have the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units, Series A Preference Units, Series B Preference Units, Series C Preference Units or other equity securities whenever, and on the same terms that, we issue those securities to persons other than our general partner and its affiliates, to the extent necessary to maintain its and its affiliates' percentage interest, including its interest represented by common units, that existed immediately prior to each issuance. Other holders of common units will not have similar pre-emptive rights to acquire additional common units or other partnership interests.

Tax Status

        The Partnership Agreement provides that the partnership will elect to be treated as a corporation for U.S. federal income tax purposes.

Amendment of the Partnership Agreement

General

        Amendments to our Partnership Agreement may be proposed only by or with the consent of our board of directors. However, our board of directors will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, approval of our board of directors is required, as well as written approval of the holders of the number of common units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. In addition, holders of Series A Preference Units, Series B Preference Units and Series C Preference Units must approve certain amendments as described under "Description of Series C Preference Units—Voting Rights". Except as we describe below, an amendment must be approved by a Unit Majority.

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Prohibited Amendments

        No amendment may be made that would:

    (1)
    increase the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;

    (2)
    increase the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of the general partner, which may be given or withheld at its option;

    (3)
    change the term of our partnership;

    (4)
    provide that our partnership is not dissolved upon an election to dissolve our partnership by our general partner and our board of directors that is approved by the holders of a Unit Majority; or

    (5)
    give any person the right to dissolve our partnership other than the right of our general partner and our board of directors to dissolve our partnership with the approval of the holders of a Unit Majority.

        The provision of our Partnership Agreement preventing the amendments having the effects described in clauses (1) through (5) above can be amended upon the approval of the holders of at least 90% of the outstanding units voting together as a single class (including units owned by our general partner and its affiliates).

No Unitholder Approval

        Our board of directors may generally make amendments to our Partnership Agreement without the approval of any limited partner to reflect:

    (1)
    a change in our name, the location of our principal place of business, our registered agent or our registered office;

    (2)
    the admission, substitution, withdrawal or removal of partners in accordance with our Partnership Agreement;

    (3)
    a change that our board of directors determines to be necessary or appropriate for us to qualify, or to continue our qualification, as a limited partnership or a partnership in which the limited partners have limited liability under the Marshall Islands Act;

    (4)
    an amendment that is necessary, upon the advice of our counsel, to prevent us or our officers or directors or our general partner or their or its agents or trustees from in any manner being subjected to the provisions of the U.S. Investment Company Act of 1940, the U.S. Investment Advisors Act of 1940, or plan asset regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed;

    (5)
    an amendment that our board of directors determines to be necessary or appropriate for the authorization of additional partnership interests or rights to acquire partnership interests, including any amendment that our board of directors determines is necessary or appropriate in connection with:

    the adjustments of the minimum quarterly distribution, first target distribution, second target distribution and third target distribution in connection with the reset of our incentive distribution rights;

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      the implementation of the provisions relating to GasLog's right to reset the incentive distribution rights in exchange for common units;

      any modification of the incentive distribution rights made in connection with the issuance of additional partnership interests or rights to acquire partnership interests, provided that, any such modifications and related issuance of partnership interests have received approval by a majority of the members of the conflicts committee of our board of directors; or

      any amendment expressly permitted in the Partnership Agreement to be made by our board of directors acting alone;

    (6)
    an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the Partnership Agreement;

    (7)
    any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by the Partnership Agreement;

    (8)
    a change in our fiscal year or taxable year and related changes;

    (9)
    certain mergers or conveyances as set forth in our Partnership Agreement;

    (10)
    an amendment to cure any ambiguity, defect or inconsistency; or

    (11)
    any other amendments substantially similar to any of the matters described in (1) through (10) above.

        In addition, our board of directors may make amendments to the Partnership Agreement without the approval of any limited partner or our general partner (subject to the limited approval rights of the holders of the Series A Preference Units, the Series B Preference Units, the Series C Preference Units and the holders of other Parity Securities) if our board of directors determines that those amendments:

    (1)
    do not adversely affect the rights of our limited partners (or any particular class of limited partners) or our general partner in any material respect;

    (2)
    are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any Marshall Islands authority or statute;

    (3)
    are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;

    (4)
    are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of units under the provisions of the Partnership Agreement; or

    (5)
    are required to effect the intent expressed in this prospectus or the intent of the provisions of the Partnership Agreement or are otherwise contemplated by the Partnership Agreement.

Opinion of Counsel and Limited Partner Approval

        Our board of directors will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners if one of the amendments described above under "—Amendment of the Partnership Agreement—No Unitholder Approval" should occur. No other amendments to our Partnership Agreement will become effective without the approval of holders of at least 90% of the outstanding units voting as a single class unless we obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of our limited partners.

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        In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or privileges of any type or class or series of outstanding limited partner interests (other than Series A Preference Units, Series B Preference Units or Series C Preference Units) in relation to other classes or series of limited partner interests will require the approval of at least a majority of the type or class or series of units so affected; provided, however, that any amendment that would have a material adverse effect on the existing terms of the Series A Preference Units, Series B Preference Units or Series C Preference Units will require the approval of at least two-thirds of the outstanding Series A Preference Units, Series B Preference Units or Series C Preference Units, as applicable. Any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced.

Merger, Sale, Conversion or Other Disposition of Assets

        A merger or consolidation of us requires the approval of our board of directors and the prior consent of our general partner and a Unit Majority. However, to the fullest extent permitted by law, our board of directors and our general partner will have no duty or obligation to consent to any merger or consolidation and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. In addition, our Partnership Agreement generally prohibits our board of directors, without the prior approval of our general partner and the holders of units representing a Unit Majority, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries taken as a whole. Our board of directors may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without the prior approval of the holders of units representing a Unit Majority. Our general partner and our board of directors may also determine to sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without the approval of the holders of units representing a Unit Majority.

        If conditions specified in our Partnership Agreement are satisfied, our board of directors, with the consent of our general partner, may convert us or any of our subsidiaries into a new limited liability entity or merge us or any of our subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity. The unitholders are not entitled to dissenters' rights of appraisal under our Partnership Agreement or applicable law in the event of a conversion, merger or consolidation, sale of substantially all of our assets or any other transaction or event.

Termination and Dissolution

        We will continue as a limited partnership until terminated or converted under our Partnership Agreement. We will dissolve upon:

    (1)
    the election of our general partner and our board of directors to dissolve us, if approved by the holders of units representing a Unit Majority;

    (2)
    at any time there are no limited partners, unless we continue without dissolution in accordance with the Marshall Islands Act;

    (3)
    the entry of a decree of judicial dissolution of us; or

    (4)
    the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in

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      accordance with the Partnership Agreement or withdrawal or removal following approval and admission of a successor.

        Upon a dissolution under clause (4), the holders of a Unit Majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in the Partnership Agreement by appointing as general partner an entity approved by the holders of units representing a Unit Majority, subject to our receipt of an opinion of counsel to the effect that the action would not result in the loss of limited liability of any limited partner.

Liquidation and Distribution of Proceeds

        Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our board of directors that are necessary or appropriate, liquidate our assets and apply the proceeds of the liquidation as provided in the Partnership Agreement. The liquidation rights of holders of Series C Preference Units and Parity Securities (including the Series A Preference Units and Series B Preference Units) are described under "Description of Series C Preference Units—Liquidation Rights". The liquidator may defer liquidation or distribution of our assets for a reasonable period or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to our partners. 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.

Withdrawal or Removal of our General Partner

        Except as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to March 31, 2024 without obtaining the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, and furnishing an opinion of counsel regarding limited liability. On or after March 31, 2024, our general partner may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days' written notice, and that withdrawal will not constitute a violation of the Partnership Agreement. Notwithstanding the above, our general partner may withdraw without unitholder approval upon 90 days' written notice to the limited partners if at least 50% of the outstanding common units are held or controlled by one person and its affiliates other than our general partner and its affiliates. In addition, the Partnership Agreement permits our general partner in some instances to sell or otherwise transfer all of its general partner interest in us without the approval of the unitholders. See "—Transfer of General Partner Interest" and "—Transfer of Incentive Distribution Rights".

        Upon withdrawal of our general partner under any circumstances, other than as a result of a transfer by our general partner of all or a part of its general partner interest in us, the holders of a majority of the outstanding common units may select a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period of time after that withdrawal, the holders of a Unit Majority agree in writing to continue our business and to appoint a successor general partner. See "—Termination and Dissolution".

        Our general partner may not be removed unless that removal is approved by the vote of the holders of not less than 662/3% of the outstanding common units, including units held by our general partner and its affiliates, voting together as a single class, and we receive an opinion of counsel regarding limited liability. The ownership of more than 331/3% of the outstanding units by our general partner and its affiliates or the control of our board of directors by our general partner and its affiliates would provide the practical ability to prevent our general partner's removal. Any removal of our general partner is also subject to the successor general partner being approved by the vote of the holders of a majority of the outstanding common units, voting as a single class.

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        Our Partnership Agreement also provides that if our general partner is removed as our general partner under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

    any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

    our general partner will have the right to convert its general partner interest and the holder of the incentive distribution rights will have the right to convert such incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time.

        In the event of removal of our general partner under circumstances where cause exists or withdrawal of our general partner where that withdrawal violates the Partnership Agreement, a successor general partner will have the option to purchase the general partner interest owned by the departing general partner for a cash payment equal to the fair market value of that interest. Under all other circumstances where our general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner for its fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.

        If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner's general partner interest and the incentive distribution rights of any holder thereof will automatically convert into common units equal to the fair market value of those interests as determined by an independent investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

        In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, any employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit.

Transfer of General Partner Interest

        Except for the transfer by our general partner of all, but not less than all, of its general partner interest in us to:

    an affiliate of our general partner (other than an individual); or

    another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity,

our general partner may not transfer all or any part of its general partner interest in us to another person prior to March 31, 2024, without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates. As a condition of this transfer, the transferee must, among other things, assume the rights and duties of the general partner, agree to be bound by the provisions of the Partnership Agreement and furnish an opinion of counsel regarding limited liability.

        Our general partner and its affiliates may at any time transfer units to one or more persons, without unitholder approval.

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Transfer of Ownership Interests in General Partner

        At any time, the members of our general partner may sell or transfer all or part of their respective membership interests in our general partner to an affiliate or a third party without the approval of our unitholders.

Transfer of Incentive Distribution Rights

        GasLog or its affiliates, or a subsequent holder, may transfer its incentive distribution rights to an affiliate of the holder (other than an individual) or another entity as part of the merger or consolidation of such holder with or into another entity, or sale of all or substantially all of its assets to that entity, without the prior approval of the unitholders. Prior to March 31, 2019, other transfers of the incentive distribution rights will require the affirmative vote of holders of a majority of the outstanding common units, excluding common units held by GasLog and its affiliates. On or after March 31, 2019, the incentive distribution rights will be freely transferable.

Transfer of Common Units, Series A Preference Units, Series B Preference Units or Series C Preference Units

        By transfer of common units, Series A Preference Units, Series B Preference Units or Series C Preference Units in accordance with the Partnership Agreement, each transferee of common units, Series A Preference Units, Series B Preference Units or Series C Preference Units automatically is admitted as a limited partner with respect to the common units, Series A Preference Units, Series B Preference Units or Series C Preference Units transferred when such transfer and admission is reflected in our books and records. We will cause any transfers to be recorded on our books and records no less frequently than quarterly. Each transferee automatically is deemed to:

    represent that the transferee has the capacity, power and authority to become bound by the Partnership Agreement;

    agree to be bound by the terms and conditions of, and to have executed, the Partnership Agreement;

    grants power of attorney to officers of our general partner and any liquidator of us as specified in the Partnership Agreement; and

    give the consents and approvals contained in the Partnership Agreement.

        We are entitled to treat the nominee holder of a common unit, Series A Preference Unit, Series B Preference Units or a Series C Preference Unit as the absolute owner. In that case, the beneficial holder's rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

        Common units, Series A Preference Units, Series B Preference Units and Series C Preference Units are securities and are transferable according to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a limited partner in our partnership for the transferred units.

        Until a common unit, Series A Preference Unit, Series B Preference Units or a Series C Preference Unit has been transferred on our books, we and our transfer agent may treat the record holder of the unit as the absolute owner of such unit for all purposes, except as otherwise required by law or stock exchange regulations.

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Change of Management Provisions

        The Partnership Agreement contains specific provisions that are intended to discourage a person or group from attempting to remove GasLog Partners GP LLC as our general partner or otherwise change management. If any person or group acquires beneficial ownership of more than 4.9% of any class or series of units then outstanding, that person or group loses voting rights on all of its units in excess of 4.9% of all such units. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors. This loss of voting rights does not apply to the Series A Preference Units, Series B Preference Units or Series C Preference Units.

        The Partnership Agreement also provides that if our general partner is removed under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

    any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

    our general partner will have the right to convert its general partner interest into common units or to receive cash in exchange for that interest.

Limited Call Right

        If at any time our general partner and its affiliates hold more than 80% of the then-issued and outstanding partnership interests of any class or series, except for the Series A Preference Units, Series B Preference Units and Series C Preference Units, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the remaining partnership interests of the class held by unaffiliated persons as of a record date to be selected by the general partner, on at least ten but not more than 60 days' written notice at a price equal to the greater of (x) the average of the daily closing prices of the partnership interests of such class over the 20 trading days preceding the date three days before the notice of exercise of the call right is first mailed and (y) the highest price paid by our general partner or any of its affiliates for partnership interests of such class during the 90-day period preceding the date such notice is first mailed. Our general partner is not obligated to obtain a fairness opinion regarding the value of the partnership interests to be repurchased by it upon the exercise of this limited call right and has no fiduciary duty in determining whether to exercise this limited call right.

        As a result of the general partner's right to purchase outstanding partnership interests, a holder of partnership interests may have the holder's partnership interests (except for the Series A Preference Units, Series B Preference Units and Series C Preference Units) purchased at an undesirable time or price. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of units in the market. See "Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Sale, Exchange or Other Disposition of Common Units" and "Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of Non-U.S. Holders—Disposition of Units".

Board of Directors

        Under our Partnership Agreement, our general partner has delegated to our board of directors the authority to oversee and direct our operations, policies and management on an exclusive basis, and such delegation will be binding on any successor general partner of the partnership. Immediately following this offering our board of directors will be comprised of seven persons. Our general partner has appointed four of our seven directors and the common unitholders elected the remaining three

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directors. Four of our directors meet the independence standards of the NYSE, and three of the four also qualify as independent of GasLog under our Partnership Agreement, so as to be eligible for membership on our conflicts committee. If our general partner exercises its right to transfer the power to elect a majority of our directors to the common unitholders, an additional director will thereafter be elected by our common unitholders.

        Under certain limited circumstances, holders of our Series A Preference Units, Series B Preference Units and Series C Preference Units (voting together as a class with any other Parity Securities) may elect one additional director to serve on our board of directors, at which point our general partner would similarly be entitled, at its election, to appoint one additional director to serve for only as long a period of time as the director elected by the holders of Series A Preference Units, Series B Preference Units, Series C Preference Units and any other Parity Securities.

        Our board of directors nominates individuals to stand for election as elected board members on a staggered basis at an annual meeting of our limited partners. In addition, any limited partner or group of limited partners that holds beneficially 10% or more of the outstanding common units is entitled to nominate one or more individuals to stand for election as elected board members at the annual meeting by providing written notice to our board of directors not more than 120 days nor less than 90 days prior to the meeting. However, if the date of the annual meeting is not publicly announced by us at least 100 days prior to the date of the meeting, the notice must be delivered to our board of directors not later than ten days following the public announcement of the meeting date. The notice must set forth:

    the name and address of the limited partner or limited partners making the nomination or nominations;

    the number of common units beneficially owned by the limited partner or limited partners;

    the information regarding the nominee(s) proposed by the limited partner or limited partners as would be required to be included in a proxy statement relating to the solicitation of proxies for the election of directors filed pursuant to the proxy rules of the SEC;

    the written consent of the nominee(s) to serve as a member of our board of directors if so elected; and

    a certification that the nominee(s) qualify as elected board members.

        Our general partner may remove an appointed board member with or without cause at any time. "Cause" generally means a court's finding a person liable for actual fraud or willful misconduct in his or its capacity as a director. Any and all of the board members may be removed at any time for cause by the affirmative vote of a majority of the other board members. Any and all of the board members appointed by our general partner may be removed for cause at a properly called meeting of the limited partners by a majority vote of the outstanding units, voting as a single class. If any appointed board member is removed, resigns or is otherwise unable to serve as a board member, our general partner may fill the vacancy. Any and all of the board members elected by the common unitholders may be removed for cause at a properly called meeting of the limited partners by a majority vote of the outstanding common units. If any elected board member is removed, resigns or is otherwise unable to serve as a board member, the vacancy may be filled by a majority of the other elected board members then serving.

Meetings; Voting

        Unlike the holders of common stock in a corporation, the holders of our common units have only limited voting rights on matters affecting our business. On those matters that are submitted to a vote of common unitholders, each record holder of a common unit may vote according to the holder's

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percentage interest in us of all holders entitled to vote on such matter, although additional limited partners interests having special voting rights could be issued.

        Holders of the Series C Preference Units generally have no voting rights. However, holders of Series C Preference Units have limited voting rights as described under "Description of Series C Preference Units—Voting Rights".

        Except as described below regarding a person or group owning more than 4.9% of any class or series of limited partner interests then outstanding, limited partners who are record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited.

        We hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Any action that is required or permitted to be taken by our limited partners, or any applicable class thereof, may be taken either at a meeting of the applicable limited partners or without a meeting if consents in writing describing the action so taken are signed by holders of the number of limited partner interests necessary to authorize or take that action at a meeting. Meetings of our limited partners may be called by our board of directors or by limited partners owning at least 20% of the outstanding limited partner interests of the class for which a meeting is proposed. Limited partners may vote either in person or by proxy at meetings. The holders of 331/3% of the outstanding limited partner interests of the class, classes or series for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the limited partners requires approval by holders of a greater percentage of the limited partner interests, in which case the quorum will be the greater percentage.

        Each record holder of a unit may vote according to the holder's percentage interest in us, although additional limited partner interests having special voting rights could be issued. See "—Issuance of Additional Interests". However, if at any time, any person or group owns beneficially more than 4.9% of any class of units then outstanding, except for Series A Preference Units, Series B Preference Units and Series C Preference Units, any such limited partner interests owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of limited partners, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes under our Partnership Agreement, unless otherwise required by law. Effectively, this means that the voting rights of any such limited partners in excess of 4.9% will be redistributed pro rata among the other limited partners of such class or series holding less than 4.9% of the voting power of all classes of limited partner interests entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors. This limitation will help our ability to claim an exemption from U.S. federal income tax under Section 883 of the Code in the event our general partner, by virtue of its general partner interest, transfers the power to elect a majority of our directors to the common unitholders. Units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.

        Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of common units, Series A Preference Units, Series B Preference Units or Series C Preference Units under the Partnership Agreement will be delivered to the record holder by us or by the transfer agent.

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Status as Limited Partner or Assignee

        Except as described above under "—Limited Liability", the common units, Series A Preference Units, Series B Preference Units and Series C Preference Units will be fully paid, and unitholders will not be required to make additional contributions. By transfer of common units, Series A Preference Units, Series B Preference Units or Series C Preference Units in accordance with our Partnership Agreement, each transferee of units will be admitted as a limited partner with respect to the units transferred when such transfer and admission is reflected in our books and records.

Indemnification

        Under the Partnership Agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

    (1)
    our general partner;

    (2)
    any departing general partner;

    (3)
    any person who is or was an affiliate of our general partner or any departing general partner;

    (4)
    any person who is or was an officer, director, member, fiduciary or trustee of any entity described in (1), (2) or (3) above;

    (5)
    any person who is or was serving as a director, officer, member, fiduciary or trustee of another person at the request of our board of directors, our general partner or any departing general partner;

    (6)
    our officers;

    (7)
    any person designated by our board of directors; and

    (8)
    the members of our board of directors.

        Any indemnification under these provisions will only be out of our assets. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under the Partnership Agreement.

Reimbursement of Expenses

        Our Partnership Agreement requires us to reimburse the members of our board of directors for their out-of-pocket costs and expenses incurred in the course of their service to us. Our Partnership Agreement also requires us to reimburse our general partner for all expenses it incurs or payments it makes on our behalf and all other expenses allocable to us or otherwise incurred by our general partner in connection with operating our business. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf, and expenses allocated to us or our general partner by our board of directors.

Books and Reports

        Our general partner is required to keep appropriate books and records of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax and financial reporting purposes, our fiscal year is the calendar year.

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Right to Inspect Our Books and Records

        The Partnership Agreement provides that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable written demand stating the purpose of such demand and at the limited partner's own expense, have furnished to the limited partner:

    (1)
    a current list of the name and last known address of each partner;

    (2)
    information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;

    (3)
    copies of the Partnership Agreement, the certificate of limited partnership of the partnership and related amendments;

    (4)
    information regarding the status of our business and financial position; and

    (5)
    any other information regarding our affairs as is just and reasonable.

        Our board of directors may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our board of directors believes in good faith is not in our best interests or that we are required by law or by agreements with third parties to keep confidential.

Registration Rights

        Under the Partnership Agreement, we have agreed to register for resale under the Securities Act and applicable state securities laws any common units or other partnership interests proposed to be sold by our general partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available or advisable. These registration rights continue for two years following any withdrawal or removal of GasLog Partners GP LLC as our general partner. We are obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions. In connection with these registration rights, we will not be required to pay any damages or penalties related to any delay or failure to file a registration statement or to cause a registration statement to become effective. See "Units Eligible for Future Sale".

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a discussion of the material U.S. federal income tax considerations that may be relevant to prospective holders and, unless otherwise noted in the following discussion, is the opinion of Cravath, Swaine & Moore LLP, our U.S. counsel, insofar as it contains legal conclusions with respect to matters of U.S. federal income tax law. The opinion of our counsel is dependent on the accuracy of factual representations made by us to them, including descriptions of our operations contained herein.

        This discussion is based upon provisions of the U.S. Internal Revenue Code of 1986, as amended, or the "Code", the Treasury Regulations promulgated thereunder and current administrative rulings and court decisions, all as in effect or existence on the date of this prospectus and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences of unit ownership to vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to "we", "our" or "us" are references to GasLog Partners LP.

        The following discussion applies only to beneficial owners of Series C Preference Units that own the Series C Preference Units as "capital assets" within the meaning of Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of investors, such as holders subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, tax-exempt organizations, retirement plans or individual retirement accounts or former citizens or long-term residents of the United States), persons who will hold the units as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, persons subject to special tax accounting rules as a result of any item of gross income with respect to our Series C Preference Units being taken into account in an applicable financial statement or persons that have a functional currency other than the U.S. dollar, each of whom may be subject to tax rules that differ significantly from those summarized below. If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds our Series C Preference Units, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are a partner in a partnership holding our Series C Preference Units, you are encouraged to consult your own tax advisor regarding the tax consequences to you of the partnership's ownership of our Series C Preference Units.

        No ruling has been or will be requested from the IRS regarding any matter affecting us or prospective holders. The opinions and statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court. This discussion does not contain information regarding any U.S. state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of Series C Preference Units. This discussion does not comment on all aspects of U.S. federal income taxation that may be important to particular holders in light of their individual circumstances, and each prospective holder is encouraged to consult its own tax advisor regarding the U.S. federal, state, local and other tax consequences of the ownership or disposition of Series C Preference Units.

Election to be Treated as a Corporation

        We have elected to be treated as a corporation for U.S. federal income tax purposes. As a result, except as provided below, we will be subject to U.S. federal income tax on our income to the extent such income is from U.S. sources or is otherwise effectively connected with the conduct of a trade or business in the United States. In addition, U.S. Holders (as defined below) will not be directly subject to U.S. federal income tax on our income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions of units as described below.

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U.S. Federal Income Taxation of Our Company

U.S. Taxation of Our Subsidiaries

        Our subsidiaries have elected to be treated as disregarded entities for U.S. federal income tax purposes. As a result, for purposes of the discussion below, our subsidiaries are treated as branches rather than as separate corporations.

U.S. Taxation of Shipping Income

        We expect that substantially all of our gross income will be attributable to income derived from the transportation of LNG pursuant to the operation of our LNG carriers. Gross income attributable to transportation exclusively between non-U.S. ports is considered to be 100% derived from sources outside the United States and generally not subject to any U.S. federal income tax. Gross income attributable to transportation that both begins and ends in the United States, or "U.S. Source Domestic Transportation Income", is considered to be 100% derived from sources within the United States and generally will be subject to U.S. federal income tax. Although there can be no assurance, we do not expect to engage in transportation that gives rise to U.S. Source Domestic Transportation Income.

        Gross income attributable to transportation, including shipping income, that either begins or ends, but that does not both begin and end, in the United States is considered to be 50% derived from sources within the United States (such 50% being "U.S. Source International Transportation Income"). Subject to the discussion of "effectively connected" income below, Section 887 of the Code imposes on us a 4% U.S. income tax in respect of our U.S. Source International Transportation Income (without the allowance for deductions) unless we are exempt from U.S. federal income tax on such income under a tax treaty or the rules contained in Section 883 of the Code. The other 50% of the income described in the first sentence of this paragraph would not be subject to U.S. income tax.

        For this purpose, "shipping income" means income that is derived from:

    (i)
    the use of ships;

    (ii)
    the hiring or leasing of ships for use on a time, operating or bareboat charter basis;

    (iii)
    the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture we directly or indirectly own or participate in that generates such income; or

    (iv)
    the performance of services directly related to those uses.

        We do not expect to qualify for an exemption from such U.S. federal income tax under a tax treaty nor do we expect to qualify for the exemption under Section 883 of the Code during the 2018 tax year, unless our general partner exercises the "GasLog option".

        Our general partner, which is a wholly owned subsidiary of GasLog, by virtue of its general partner interest, has an option (the "GasLog option"), exercisable at its discretion, to cause our common unitholders to permanently have the right to elect a majority of our directors. If that option were exercised, we might qualify for an exemption from U.S. federal income tax on U.S. Source International Transportation Income under Section 883 of the Code. There is no assurance, however, that GasLog will exercise the GasLog option, which is necessary for us to qualify for such exemption, nor can we assure you that GasLog's exercise of the GasLog option would be sufficient for us to qualify for the exemption for our current or any future tax year.

        For any tax year in which we are not entitled to the exemption under Section 883, we would be subject to the 4% U.S. federal income tax under Section 887 on our U.S. Source International Transportation Income (subject to the discussion of "effectively connected income" below) for those years. For 2017, our U.S. source gross transportation tax was $0.3 million.

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        In addition, our U.S. Source International Transportation Income that is considered to be "effectively connected" with the conduct of a U.S. trade or business is subject to the 21% U.S. corporate income tax rate (net of applicable deductions). In addition, we may be subject to the 30% U.S. "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.

        Our U.S. Source International Transportation Income would be considered effectively connected with the conduct of a U.S. trade or business only if:

    (i)
    we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income; and

    (ii)
    substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a ship that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

        We believe that we will not meet these conditions because we will not have, or permit circumstances that would result in having, such a fixed place of business in the United States or any ship sailing to or from the United States on a regularly scheduled basis.

Taxation of Gain on Sale of Shipping Assets

        Regardless of whether we qualify for the exemption under Section 883 of the Code, we will not be subject to U.S. income taxation with respect to gain realized on a sale of a ship, provided the sale is considered to occur outside of the United States (as determined under U.S. tax principles). In general, a sale of a ship will be considered to occur outside of the United States for this purpose if title to the ship (and risk of loss with respect to the ship) passes to the buyer outside of the United States. We expect that any sale of a ship will be so structured that it will be considered to occur outside of the United States.