HMLP Hoegh LNG Partners LP

SCHEDULE 13 D/A

CUSIP NO. Y3262R 100

* Includes 13,156,060 common units representing limited partner interests (“Common Units”) that were issued, effective August 16, 2019, upon the one-to-one conversion of all the issued and outstanding subordinated units representing limited partner interests (“Subordinated Units”) upon the expiration of the subordination period as defined and set forth in the Second Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP (the “Partnership” or the “Issuer”). Höegh LNG Holdings Ltd. (“Höegh LNG,” or the “Reporting Person”) is also the indirect beneficial owner of the non-economic general partner interest in the Partnership.

** Calculation of percentage based on a total of 33,373,002 Common Units issued and outstanding as of March 31, 2022.

Explanatory Note

The Reporting Person, a Bermuda exempt company limited by shares, is hereby filing this Amendment No. 7 to Schedule 13D (this “Amendment”) to report the entry into the Merger Agreement and Support Agreement, each as defined and described below.

The aggregate number of Common Units deemed to be beneficially owned by the Reporting Person has not changed from the Schedule 13D/A filed by the Reporting Person with the U.S. Securities and Exchange Commission (the “Commission”) on April 1, 2022 (“Amendment No. 6”). Consistent with prior practice, this Amendment amends and restates Amendment No. 6 in its entirety.

Item 1. Security and Issuer

This Amendment is being filed with respect to the Common Units. The Partnership has its principal executive offices at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Issuance of Units at IPO

In connection with the formation of the Partnership on April 28, 2014, Höegh LNG made a contribution to the capital of the Partnership of $1,000 and was admitted as the initial limited partner and the General Partner was admitted as the general partner of the Partnership. Prior to the initial public offering of the Partnership (the “IPO”), a wholly-owned subsidiary of Höegh LNG assigned or transferred capital stock and other equity interests in certain of Höegh LNG’s wholly and partially owned subsidiaries that had interests in the Neptune, the Cape Ann and the PGN FSRU Lampung to a wholly-owned subsidiary of the Partnership as capital contributions. In connection with the IPO and pursuant to the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated August 12, 2014, the Partnership redeemed Höegh LNG’s initial limited partner interest and issued to Höegh LNG (A) 2,116,060 Common Units, representing a 8.0% limited partner interest in the Partnership and (B) 13,156,060 Subordinated Units, representing a 50.0% limited partner interest in the Partnership. On August 12, 2014, the Partnership sold 11,040,000 Common Units (including 1,440,000 Common Units sold pursuant to the exercise in full by the underwriters of their option to purchase additional Common Units) in the IPO pursuant to an underwriting agreement dated August 7, 2014 among the Partnership, Höegh LNG, the General Partner and Höegh LNG Partners Operating LLC and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The Common Units were registered under the Exchange Act on August 4, 2014.

In connection with the IPO, certain Covered Individuals acquired with personal funds, beneficial ownership of Common Units through the Partnership’s directed unit program at the initial public offering price of $20.00 per unit.

Conversion of Subordinated Units

The Partnership’s Second Amended and Restated Agreement of Limited Partnership, dated October 5, 2017 (the “Partnership Agreement”), provided that the Subordinated Units owned by Höegh LNG would convert into Common Units two business days after the Partnership met certain financial tests set forth in the Partnership Agreement. These financial tests required the Partnership to have earned and paid a minimum quarterly distribution on all of the outstanding units for three consecutive, non-overlapping four-quarter periods. On August 14, 2019, the Partnership paid the final distribution required to satisfy the financial tests. On August 16, 2019, all 13,156,060 Subordinated Units converted into Common Units on a one-for-one basis for no additional consideration, and Höegh LNG became the beneficial owner of 13,156,060 additional Common Units.

Phantom Unit Program

Additionally, the Reporting Person has granted, for no consideration, an aggregate of 14,004 Common Units from the Reporting Person to certain of its employees (including certain Covered Individuals) pursuant to the Reporting Person’s previously announced phantom unit award program.

It is anticipated that any outstanding phantom units will be deemed vested immediately prior to the Effective Time (as defined below). Holders of such phantom units will be entitled to receive a lump-sum cash payment in full satisfaction thereof following the closing of the Merger (as defined and described below).

Amalgamation

On March 8, 2021, the Reporting Person announced a recommended offer by Leif Höegh & Co. Ltd. (“LHC”) and funds managed by Morgan Stanley Infrastructure Partners, through a 50/50 joint venture, Larus Holding Limited (“Larus”), to acquire the remaining issued and outstanding shares of the Reporting Person not then owned by LHC or its affiliates (the “Amalgamation”). The Amalgamation closed on May 4, 2021, after which time the Reporting Person became wholly owned by Larus.

Item 4. Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference.

The Reporting Person acquired the Common Units (and made the original acquisition of the Subordinated Units) for investment purposes and in order to effect the IPO. The Reporting Person at any time and from time to time may acquire additional Common Units or dispose of any or all of Common Units that it owns depending upon an ongoing evaluation of the investment in the Common Units, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

Under the Limited Liability Company Agreement of the General Partner, dated April 14, 2014 (the “General Partner LLC Agreement”), the Reporting Person has the right to designate the individuals that serve on the board of directors of the General Partner (the “General Partner Board”). The General Partner, in turn, has the right to appoint three of the seven members of the board of directors of the Issuer (the “Issuer Board”). Through the right to appoint members to the General Partner Board, the Reporting Person has the ability to influence the management, policies and control of the Partnership with the aim of increasing the value of the Partnership, and thus of the Reporting Person’s investment.

Non-Binding Offer Letter

On December 4, 2021, the Reporting Person delivered a non-binding offer (the “Offer Letter”) to the Issuer Board to acquire each issued and outstanding Common Unit that is not already owned by the Reporting Person in exchange for cash.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit E hereto and is incorporated by reference in its entirety into Item 4.

Merger Agreement

On May 25, 2022, the Reporting Person and Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Reporting Person, the Issuer, the General Partner, and Hoegh LNG Merger Sub LLC, a direct, wholly owned subsidiary of the Reporting Person (“Merger Sub” and, together with the Reporting Person and the General Partner, the “Sponsor Entities”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a direct subsidiary of the Reporting Person (the “Merger”).

Upon completion of the Merger, each Common Unit outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than those Common Units held by the Reporting Person (the “Sponsor Units”), will be converted into the right to receive $9.25 per Common Unit in cash, which will be paid without interest (the “merger consideration”). The General Partner will remain the sole general partner of the Issuer. The Sponsor Units will remain outstanding after the Merger.

The board of directors of the Reporting Person (the “Reporting Person Board”), the General Partner Board, the sole member of the General Partner and the sole member of Merger Sub have each approved the Merger Agreement and the transactions contemplated thereby, including the Merger.

The conflicts committee (“Conflicts Committee”) of the Issuer Board has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Issuer and the holders of Common Units (“Common Unitholders”) other than the Reporting Person and its affiliates (the “Unaffiliated Unitholders”), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting Special Approval (as defined in the Partnership Agreement)), (iii) recommended to the Issuer Board that the Issuer Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended to the Issuer Board that the Issuer Board recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

The Issuer Board, acting upon the recommendation of the Conflicts Committee, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Issuer and the Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Common Unitholders.

The Issuer will hold a special meeting (the “Special Meeting”) of the Common Unitholders to obtain the affirmative vote or consent of the holders of a majority of the outstanding Common Units to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (“Unitholder Approval”). As described further below, pursuant to the Support Agreement, the Reporting Person has agreed to appear at the Special Meeting and either vote in person or by proxy or deliver a written consent to adopt and approve the Merger Agreement and transactions contemplated thereby, including the Merger. Unless the Merger Agreement is validly terminated in accordance with its terms, the Issuer will submit the Merger Agreement to the Common Unitholders at the Special Meeting, even if the Conflicts Committee shall have effected an Adverse Recommendation Change (as defined in the Merger Agreement).

The Merger Agreement contains customary representations and warranties from the parties and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of the Issuer’s business during the interim period between the execution of the Merger Agreement and the Effective Time and (ii) the obligation of the parties to use commercially reasonable efforts to cause the Merger to be consummated.

Completion of the Merger is subject to certain customary conditions, including: (i) Unitholder Approval; (ii) obtaining Required Regulatory Approvals (as defined in the Merger Agreement), if any; (iii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (iv) subject to specified materiality standards, the accuracy of certain representations and warranties of the other party; and (v) compliance by the other party in all material respects with its covenants and obligations under the Merger Agreement.

The Merger Agreement provides for certain termination rights for both the Reporting Person and Issuer, including (i) by the mutual written agreement of the Issuer and the Reporting Person (duly authorized by the Conflicts Committee and Reporting Person Board, respectively); (ii) by either the Reporting Person or Issuer (following authorization by the Conflicts Committee) under certain circumstances, if (A) the Merger has not been consummated on or before November 23, 2022, (B) the Merger is prevented by certain final and non-appealable legal restraints or a governmental agency is seeking any such legal restraints or (C) the Unitholder Approval is not obtained; (iii) by the Reporting Person (A) if an Adverse Recommendation Change has occurred, or (B) under certain conditions, if the Issuer materially breached any of its representations or warranties, or failed to perform any of its covenants or agreements, set forth in the Merger Agreement (or if any of the representations or warranties of the Issuer set forth in the Merger Agreement shall fail to be true), and such breach or failure is incapable of being cured or is not cured by the Issuer within 30 days following receipt of written notice of such breach or failure; or (iv) by the Issuer (following authorization of the Conflicts Committee) under certain conditions, if a Sponsor Entity materially breached any of its representations or warranties, or failed to perform any of its covenants or agreements, set forth in the Merger Agreement (or if any of the representations or warranties of a Sponsor Entity set forth in the Merger Agreement shall fail to be true), and such breach or failure is incapable of being cured or is not cured by the applicable Sponsor Entity within 30 days following receipt of written notice of such breach or failure.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is filed as Exhibit I hereto and is incorporated by reference in its entirety into Item 4.

As promptly as possible after the Effective Time, the Issuer will cause the Common Units to be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Support Agreement

On May 25, 2022, in connection with the execution of the Merger Agreement, the Reporting Person and the Issuer entered into a Voting and Support Agreement (the “Support Agreement”), pursuant to which and subject to the terms and conditions thereof, the Reporting Person agreed, among other things, to vote all of its Common Units in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, at the Special Meeting. The Reporting Person has also agreed not to transfer any Common Units it beneficially owns or purchase any additional Common Units other than in accordance with the Support Agreement.

The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Support Agreement, a copy of which is filed as Exhibit J hereto and is incorporated by reference in its entirety into Item 4.

Except as disclosed herein, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto. The Reporting Person does not intend to disclose developments with respect to the foregoing except as may be required by law.

Item 5. Interest in Securities of the Issuer

(a) - (b) The aggregate number and percentage of Common Units beneficially owned by the Reporting Person (on the basis of a total of 33,373,002 Common Units issued and outstanding as of March 31, 2022) are as follows:

(1) Each of Larus, LHC and Floating Infrastructure LP disclaims beneficial ownership of the 15,257,498 Common Units held by the Reporting Person except to the extent of its respective pecuniary interest therein.

In addition, as of the date of this report, certain of the Covered Individuals beneficially own the number and percentage of Common Units set forth in the following table:

* Less than 1% of the class beneficially owned.

** Morten W. Høegh and Leif O. Høegh may be deemed to have shared beneficial ownership of 441,037 Common Units through indirect ownership interests in Leif Höegh & Co. Ltd.

(c) Except as described herein, neither the Reporting Person nor, to the Reporting Person’s knowledge, the Covered Individuals, has effected any transactions in the Common Units during the past 60 days.

(d) The Reporting Person has the right to receive distributions from, and the proceeds from the sale of, the Common Units reported on the cover page of this Amendment and in this Item 5. Except for the foregoing and the cash distribution described in Item 6 below, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Items 2 and 3 and the descriptions of the Merger Agreement and Support Agreement in Item 4 above are incorporated herein by reference.

Partnership Agreement

General Partner’s Right to Appoint Directors

The Issuer Board consists of seven members, three of which are appointed by the General Partner (“Appointed Directors”) and four of which are elected by holders of the Common Units (“Elected Directors”). Appointed Directors serve as directors for terms determined by General Partner. Elected Directors are divided into four classes serving staggered four-year terms.

Voting Restrictions

The Partnership Agreement provides that, if any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to the Issuer Board), determining the presence of a quorum or for other similar purposes, unless required by law. The General Partner, its affiliates (including Höegh LNG) and persons who acquire Common Units with the prior approval of the Issuer Board are not subject to the 4.9% limitation except with respect to voting their Common Units in the election of the Elected Directors.

Registration Rights

Under the Partnership Agreement, the Partnership agreed to register for resale under the Securities Act of 1933, as amended, and applicable state securities laws any Common Units or other partnership interests proposed to be sold by the General Partner or any of its affiliates (including Höegh LNG) 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 the General Partner as the general partner of the Partnership. The Partnership is obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions.

Limited Call Right

Under the Partnership Agreement, if, at any time, the General Partner and its affiliates own more than 80% of the Common Units then outstanding, the General Partner has the right, but not the obligation, to purchase all, but not less than all, of the remaining Common Units at a price equal to the greater of (1) the average of the daily closing prices of the Common Units over the consecutive 20 trading days preceding the date three days before notice of exercise of the call right is first mailed and (2) the highest price paid by the General Partner or any of its affiliates for Common Units during the 90-day period preceding the date such notice is first mailed.

General Partner LLC Agreement

Under the General Partner LLC Agreement, the Reporting Person has the right to designate the individuals that serve on the General Partner Board.

To the best knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Partnership.

References to, and descriptions of, the Partnership Agreement as set forth in this Amendment are qualified in their entirety by reference to the Partnership Agreement filed as Exhibit 1.2 to the Partnership’s Annual Report on Form 20-F, filed with the Commission on April 9, 2021, which is incorporated by reference herein in its entirety. References to, and descriptions of, the General Partner LLC Agreement as set forth in this Amendment are qualified in their entirety by reference to the General Partner LLC Agreement filed as Exhibit 3.4 to the Partnership’s Registration Statement on Form F-1, filed with the Commission on July 3, 2014 (File No. 333-197228), which is incorporated by reference herein in its entirety.

Bond Agreements

Pursuant to the bond agreement, dated January 30, 2017 (as amended or amended and restated from time to time, the “HLNG03 Bond Agreement”), between the Reporting Person, as borrower, and Nordic Trustee AS, as bond trustee (“Nordic Trustee”) and the bond agreement, dated January 28, 2020 (as amended or amended and restated from time to time, the “HLNG04 Bond Agreement” and, together with the HLNG03 Bond Agreement, the “Bond Agreements”), between the Reporting Person, as borrower, and Nordic Trustee, as bond trustee, the Reporting Person previously issued NOK 1,500,000,000 and NOK 1,300,000,000, respectively. In connection with the Bond Agreements, the Reporting Person also pledged 15,257,498 Common Units pursuant to a Pledge Agreement, dated March 22, 2022 (the “Pledge Agreement”), between the Reporting Person, as pledgor, and Nordic Trustee, as bond trustee, assignee and secured party.

Each of the Bond Agreements provides that a Special Put Option (as separately defined in each Bond Agreement) will exist if a Credit Event (as separately defined in each Bond Agreement) did not occur by April 1, 2022. The Reporting Person has, pursuant to a Pledge Agreement, dated March 22, 2022 (the “Pledge Agreement”), pledged as security 15,257,498 Common Units and all Distributions (as defined in the Pledge Agreement) and certain proceeds or products of the foregoing (collectively, the “Pledged Collateral”) to secure the payment and performance of all the Secured Obligations (as defined under the Pledge Agreement, between the Reporting Person, as pledgor, and Nordic Trustee, as bond trustee, assignee and secured party. The Reporting Person’s entry into the Pledge Agreement constitutes a Credit Event and avoids the Special Put Options.

Pursuant to the terms of the Pledge Agreement, upon the occurrence and during the continuation of an event of default, the Collateral Trustee may exercise certain remedies, including (i) the exercise of any voting, consent, waiver or other approval rights related to the Pledged Collateral; (ii) the receipt of all amounts payable in respect of the Pledged Collateral otherwise payable to the Reporting Person; and (iii) the right to sell, transfer or otherwise dispose of the Pledged Collateral. If the Collateral Trustee determines to exercise its right to sell any or all of the Pledged Collateral of the Reporting Person pursuant to its rights under the Pledge Agreement, then the Reporting Person is obligated to take certain actions to enable to the Collateral Trustee to effect the sale of such Pledged Collateral.

The Pledge Agreement and Bond Agreements contains conditions, representations and warranties, covenants, events of default and other provisions customary for such agreements.

In connection with the Pledge Agreement, the Issuer entered into an Issuer Acknowledgment in favor of the Collateral Agent. Pursuant to the Issuer Acknowledgment, the Issuer has agreed to comply with instructions of Nordic Trust as the collateral agent with respect to the Securities Collateral.

The Pledge Agreement, the HLNG03 Bond Agreement and the HLNG04 Bond Agreement are attached as Exhibits F, G and H, respectively, and are incorporated herein by reference. References to, and descriptions of, the Pledge Agreement and Bond Agreements are qualified in their entirety by reference to such agreements.

Item 7. Material to Be Filed as Exhibits

Signature

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 26, 2022

EXHIBIT A

Directors and Executive Officers of Höegh LNG Holdings Ltd.