6-K
KNOT Offshore Partners LP (KNOP)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
Commission File Number: 001-35866
KNOT Offshore Partners LP
(Translation of registrant’s name into English)
2 Queen’s Cross,
Aberdeen , AB15 4YB
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Table of Contents KNOT OFFSHORE PARTNERS LP
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
Table of Contents
| **** | Page |
|---|---|
| Unaudited Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2025 and 2024 | 3 |
| | |
| Unaudited Condensed Consolidated Statements of Comprehensive Income For the Three and Six Months Ended June 30, 2025 and 2024 | 4 |
| | |
| Unaudited Condensed Consolidated Balance Sheets As of June 30, 2025, and December 31, 2024 | 5 |
| | |
| Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital for the Three and Six Months Ended June 30, 2025 and 2024 | 7 |
| | |
| Unaudited Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2025 and 2024 | 8 |
| | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 9 |
| | |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 35 |
| | |
| FORWARD-LOOKING STATEMENTS | 47 |
| | |
| EXHIBITS | 50 |
| | |
| SIGNATURE | 51 |
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS:
| ● | FORM F-3 (NO. 333-274460) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON SEPTEMBER 11, 2023. |
|---|---|
| ● | FORM F-3 (NO. 333-227942) ORIGINALLY FILED WITH THE SEC ON OCTOBER 23, 2018. |
| --- | --- |
2
Table of Contents
Unaudited Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2025 and 2024
(U.S. Dollars in thousands, except per unit amounts)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Operating revenues: (Notes 3 and 4) | | | | | | | | | | | | | |
| Time charter and bareboat revenues | | $ | 85,920 | | $ | 73,437 | | $ | 168,911 | | $ | 146,799 | |
| Voyage revenues | | | — | | | 351 | | | 466 | | | 3,066 | |
| Loss of hire insurance recoveries (Note 5) | | 607 | | 78 | | 607 | | 78 | | ||||
| Other income | | | 533 | | | 554 | | | 1,105 | | | 1,109 | |
| Total revenues | | **** | 87,060 | | **** | 74,420 | | **** | 171,089 | | **** | 151,052 | |
| | | | | | | | | | | | | | |
| Gain from disposals of assets | | | — | | | — | | | 1,342 | | | — | |
| | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | ||||
| Vessel operating expenses | | 33,005 | | 26,952 | | 63,614 | | 52,861 | | ||||
| Voyage expenses and commission | | | 944 | | | 584 | | | 1,711 | | | 2,219 | |
| Depreciation | | 29,372 | | 27,748 | | 58,135 | | 55,490 | | ||||
| Impairment (Note 20) | | — | | 16,384 | | — | | 16,384 | | ||||
| General and administrative expenses | | 1,555 | | 1,426 | | 3,351 | | 3,063 | | ||||
| Total operating expenses | | **** | 64,876 | | **** | 73,094 | | **** | 126,811 | | **** | 130,017 | |
| Operating income | | **** | 22,184 | | **** | 1,326 | | **** | 45,620 | | | 21,035 | |
| Finance income (expense): (Note 6) | | | | | | | | | | | | | |
| Interest income | | 903 | | 897 | | 1,651 | | 1,725 | | ||||
| Interest expense (Note 6) | | (15,316) | | (16,863) | | (30,218) | | (34,328) | | ||||
| Other finance income (expense) (Note 6) | | (199) | | 177 | | (351) | | (92) | | ||||
| Realized and unrealized gain (loss) on derivative instruments (Note 7) | | (370) | | 1,797 | | (1,714) | | 6,799 | | ||||
| Net gain (loss) on foreign currency transactions | | (267) | | 28 | | 107 | | (198) | | ||||
| Total finance expense | | **** | (15,249) | | **** | (13,964) | | **** | (30,525) | | **** | (26,094) | |
| Income (loss) before income taxes | | **** | 6,935 | | **** | (12,638) | | **** | 15,095 | | **** | (5,059) | |
| Income tax expense (Note 9) | | (125) | | (213) | | (704) | | (354) | | ||||
| Net income (loss) | | $ | 6,810 | | $ | (12,851) | | $ | 14,391 | | $ | (5,413) | |
| Series A Preferred unitholders’ interest in net income (loss) | | $ | 1,700 | | $ | 1,700 | | $ | 3,400 | | $ | 3,400 | |
| General Partner’s interest in net income (loss) | | 95 | | (269) | | 203 | | (163) | | ||||
| Limited Partners’ interest in net income (loss) | | 5,015 | | (14,282) | | 10,788 | | (8,650) | | ||||
| Earnings per unit (Basic): (Note 16) | | | | | | | | | | | | | |
| Common unit (basic) | | $ | 0.15 | | $ | (0.42) | | $ | 0.32 | | $ | (0.25) | |
| Class B unit (basic) | | $ | — | | $ | — | | $ | — | | $ | — | |
| General Partner unit (basic) | | $ | 0.15 | | $ | (0.42) | | $ | 0.32 | | $ | (0.25) | |
| Earnings per unit (Diluted): (Note 16) | | | | | | — | | | | ||||
| Common unit (diluted) | | $ | 0.15 | | $ | (0.42) | | $ | 0.32 | | $ | (0.25) | |
| Class B unit (diluted) | | $ | — | | $ | — | | $ | — | | $ | — | |
| General Partner unit (diluted) | | $ | 0.15 | | $ | (0.42) | | $ | 0.32 | | $ | (0.25) | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
Table of Contents Unaudited Condensed Consolidated Statements of Comprehensive Income
For the Three and Six Months Ended June 30, 2025 and 2024
(U.S. Dollars in thousands)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income (loss) | | $ | 6,810 | | $ | (12,851) | | $ | 14,391 | | $ | (5,413) | |
| Other comprehensive income, net of tax | | — | | — | | — | | — | | ||||
| Comprehensive income (loss) | | $ | 6,810 | | $ | (12,851) | | $ | 14,391 | | $ | (5,413) | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
Table of Contents Unaudited Condensed Consolidated Balance Sheets
As of June 30, 2025, and December 31, 2024
(U.S. Dollars in thousands)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| (U.S. Dollars in thousands) | **** | At June 30, 2025 | **** | At December 31, 2024 | **** | ||
| ASSETS | | | |||||
| Current assets: | | | |||||
| Cash and cash equivalents (Note 8) | | $ | 66,322 | | $ | 66,933 | |
| Amounts due from related parties (Note 14) | | 2,020 | | 2,230 | | ||
| Inventories (Note 11) | | 3,598 | | 3,304 | | ||
| Derivative assets (Notes 7 and 8) | | 5,084 | | 8,112 | | ||
| Other current assets (Note 18) | | 17,607 | | 14,793 | | ||
| Total current assets | | 94,631 | | 95,372 | | ||
| | | | | | | | |
| Long-term assets: | | | | | | ||
| Vessels, net of accumulated depreciation (Notes 10 and 20) | | 1,512,647 | | 1,462,192 | | ||
| Right-of-use assets (Note 4) | | | 3,860 | | | 1,269 | |
| Deferred tax assets (Note 9) | | 3,082 | | 3,326 | | ||
| Derivative assets (Notes 7 and 8) | | 2,401 | | 5,189 | | ||
| Accrued income | | 7,531 | | 4,817 | | ||
| Total long-term assets | | 1,529,521 | | 1,476,793 | | ||
| Total assets | | $ | 1,624,152 | | $ | 1,572,165 | |
| | | | | | | | |
| LIABILITIES AND EQUITY | | | | | | ||
| Current liabilities: | | | | | | ||
| Trade accounts payable | | $ | 5,789 | | $ | 5,766 | |
| Accrued expenses (Note 19) | | 18,427 | | 11,465 | | ||
| Current portion of long-term debt (Notes 8 and 13) | | | 179,030 | | | 256,659 | |
| Current lease liabilities (Note 4) | | 1,004 | | 1,172 | | ||
| Income taxes payable (Note 9) | | 54 | | 60 | | ||
| Current portion of contract liabilities (Note 12) | | 5,529 | | 2,889 | | ||
| Prepaid charter and deferred revenue | | 2,079 | | 7,276 | | ||
| Amount due to related parties (Note 14) | | 7,202 | | 1,835 | | ||
| Total current liabilities | | 219,114 | | 287,122 | | ||
| | | | | | | | |
| Long-term liabilities: | | | | | | ||
| Long-term debt (Notes 8 and 13) | | 735,449 | | 648,075 | | ||
| Lease liabilities (Note 4) | | | 2,856 | | | 97 | |
| Derivative liabilities (Notes 7 and 8) | | | 1,317 | | | — | |
| Contract liabilities (Note 12) | | | 43,355 | | | 23,776 | |
| Deferred tax liabilities (Note 9) | | 103 | | 91 | | ||
| Deferred revenues | | 1,635 | | 1,869 | | ||
| Total long-term liabilities | | 784,715 | | 673,908 | | ||
| Total liabilities | | 1,003,829 | | 961,030 | | ||
| Commitments and contingencies (Note 15) | | | | | | ||
| Series A Convertible Preferred Units | | 84,308 | | **** | 84,308 | | |
| Equity: | | | | | | ||
| Partners’ capital: | | | | | | ||
| Common unitholders: 34,045,081 units issued and outstanding at June 30, 2025 and December 31, 2024 respectively | | 522,621 | | 513,603 | | ||
| Class B unitholders (1): 252,405 units issued and outstanding at June 30, 2025 and December 31, 2024 respectively | | | 3,871 | | | 3,871 | |
| General partner interest: 640,278 units issued and outstanding at June 30, 2025 and December 31, 2024 respectively | | 9,523 | | 9,353 | | ||
| Total partners’ capital | | 536,015 | | 526,827 | | ||
| Total liabilities and equity | | $ | 1,624,152 | | $ | 1,572,165 | |
| (1) | On September 7, 2021, the Partnership entered into an exchange agreement with Knutsen NYK Offshore Tankers AS (“Knutsen NYK” or “KNOT”), and the Partnership’s general partner whereby Knutsen NYK contributed to the Partnership all of Knutsen NYK’s incentive distribution rights (“IDRs”), in exchange for the issuance by the Partnership to Knutsen NYK of 673,080 common | ||||||
| --- | --- |
5
Table of Contents units and 673,080 Class B Units, whereupon the IDRs were cancelled (the “IDR Exchange”). As of June 30, 2025, 420,675 of the Class B Units had been converted to common units.
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
Table of Contents Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital
for the Three and Six Months Ended June 30, 2025 and 2024
(U.S. Dollars in thousands)
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Partners’ Capital | | Accumulated | | | | | Series A | |||||||||
| | | | | | | | | General | | Other | | Total | | Convertible | ||||
| (U.S. Dollars in thousands) | | Common | | Class B | | Partner | | Comprehensive | | Partners’ | | Preferred | ||||||
| Three Months Ended June 30, 2024 and 2025 | **** | Units | **** | Units | **** | Units | **** | Income (Loss) | **** | Capital | **** | Units | ||||||
| Consolidated balance at March 31, 2024 | | $ | 514,760 | | $ | 3,871 | | $ | 9,374 | | $ | — | | $ | 528,005 | | $ | 84,308 |
| Net income (loss) | | | (14,282) | | | — | | | (269) | | | — | | | (14,551) | | | 1,700 |
| Other comprehensive income | | | — | | | — | | | — | | | — | | | — | | | — |
| Cash distributions | | | (885) | | | — | | | (16) | | | — | | | (901) | | | (1,700) |
| Consolidated balance at June 30, 2024 | | $ | 499,593 | | $ | 3,871 | | $ | 9,089 | | $ | — | | $ | 512,553 | | $ | 84,308 |
| | | | | | | | | | | | | | | | | | | |
| Consolidated balance at March 31, 2025 | | $ | 518,491 | | $ | 3,871 | | $ | 9,444 | | $ | — | | $ | 531,806 | | $ | 84,308 |
| Net income (loss) | | | 5,015 | | | — | | | 95 | | | — | | | 5,110 | | | 1,700 |
| Other comprehensive income | | | — | | | — | | | — | | | — | | | — | | | — |
| Cash distributions | | | (885) | | | — | | | (16) | | | — | | | (901) | | | (1,700) |
| Consolidated balance at June 30, 2025 | | $ | 522,621 | | $ | 3,871 | | $ | 9,523 | | $ | — | | $ | 536,015 | | $ | 84,308 |
| | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2024 and 2025 | | | | | | | | | | | | | | | | | | |
| Consolidated balance at December 31, 2023 | | $ | 510,013 | | $ | 3,871 | | $ | 9,285 | | $ | — | | $ | 523,169 | | $ | 84,308 |
| Net income (loss) | | (8,650) | | — | | (163) | | — | | (8,813) | | 3,400 | ||||||
| Other comprehensive income | | — | | — | | — | | — | | — | | — | ||||||
| Cash distributions | | (1,770) | | — | | (33) | | — | | (1,803) | | (3,400) | ||||||
| Consolidated balance at June 30, 2024 | | $ | 499,593 | | $ | 3,871 | | $ | 9,089 | | $ | — | | $ | 512,553 | | $ | 84,308 |
| | | | **** | | | | | | **** | | | | | | **** | | | **** |
| Consolidated balance at December 31, 2024 | | $ | 513,603 | | $ | 3,871 | | $ | 9,353 | | $ | — | | $ | 526,827 | | $ | 84,308 |
| Net income (loss) | | 10,788 | | — | | 203 | | — | | 10,991 | | 3,400 | ||||||
| Other comprehensive income | | — | | — | | — | | — | | — | | — | ||||||
| Cash distributions | | (1,770) | | — | | (33) | | — | | (1,803) | | (3,400) | ||||||
| Consolidated balance at June 30, 2025 | | $ | 522,621 | | $ | 3,871 | | $ | 9,523 | | $ | — | | $ | 536,015 | | $ | 84,308 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
7
Table of Contents Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025 and 2024
(U.S. Dollars in thousands)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | **** | Six Months Ended June 30, | **** | ||||
| (U.S. Dollars in thousands) | | 2025 | **** | 2024 | | ||
| OPERATING ACTIVITIES | | | **** | | | **** | |
| Net income (loss) (1) | | $ | 14,391 | | $ | (5,413) | |
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | | | | | | ||
| Depreciation | | 58,135 | | 55,490 | | ||
| Impairment | | — | | 16,384 | | ||
| Amortization of contract intangibles / liabilities | | (2,244) | | — | | ||
| Amortization of deferred revenue | | | (234) | | | (234) | |
| Amortization of deferred debt issuance cost | | 1,163 | | 1,089 | | ||
| Drydocking expenditure | | (7,592) | | (58) | | ||
| Income tax (benefit) expense | | 704 | | 354 | | ||
| Income taxes paid | | (52) | | (23) | | ||
| Unrealized (gain) loss on derivative instruments | | | 7,345 | | | 1,251 | |
| Unrealized (gain) loss on foreign currency transactions | | | (598) | | | 148 | |
| Net gain from sale of asset | | | (1,342) | | | — | |
| Changes in operating assets and liabilities: | | | | | | ||
| Decrease (increase) in amounts due from related parties | | (255) | | (436) | | ||
| Decrease (increase) in inventories | | (716) | | (20) | | ||
| Decrease (increase) in other current assets | | (1,286) | | (1,907) | | ||
| Decrease (increase) in accrued income | | (2,714) | | — | | ||
| Increase (decrease) in trade accounts payable | | 842 | | (4,636) | | ||
| Increase (decrease) in accrued expenses | | 3,603 | | (5,058) | | ||
| Increase (decrease) prepaid charter | | (5,197) | | 1,887 | | ||
| Increase (decrease) in amounts due to related parties | | 4,027 | | 1,754 | | ||
| Net cash provided by operating activities | | **** | 67,980 | | **** | 60,572 | |
| | | | | | | | |
| INVESTING ACTIVITIES | | | | | | ||
| Additions to vessel and equipment | | (213) | | (75) | | ||
| Proceeds from asset swap (net cash) | | | 1,040 | | | — | |
| Net cash provided by (used in) investing activities | | **** | 827 | | **** | (75) | |
| | | | | | | | |
| FINANCING ACTIVITIES | | | | ||||
| Proceeds from long-term debt | | — | | 60,000 | | ||
| Repayments of long-term debt | | (64,458) | | (121,971) | | ||
| Payment of debt issuance cost | | — | | (536) | | ||
| Cash distributions | | (5,203) | | (5,203) | | ||
| Net cash used in financing activities | | **** | (69,661) | | **** | (67,710) | |
| Effect of exchange rate changes on cash | | 243 | | (89) | | ||
| Net increase (decrease) in cash and cash equivalents | | (611) | | (7,302) | | ||
| Cash and cash equivalents at the beginning of the period | | 66,933 | | 63,921 | | ||
| Cash and cash equivalents at the end of the period | | $ | 66,322 | | $ | 56,619 | |
| (1) | Included in net income (loss) is interest paid amounting to $29.5 million and $33.6 million for the six months ended June 30, 2025 and 2024, respectively. | ||||||
| --- | --- |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
8
Table of Contents Notes to Unaudited Condensed Consolidated Financial Statements
| 1) | Description of Business |
|---|
KNOT Offshore Partners LP (the “Partnership”) was formed as a limited partnership under the laws of the Republic of the Marshall Islands. The Partnership was formed for the purpose of acquiring 100% ownership interests in four shuttle tankers owned by Knutsen NYK Offshore Tankers AS (“KNOT” or “Knutsen NYK”) in connection with the Partnership’s initial public offering of its common units (the “IPO”), which was completed on April 15, 2013.
As of June 30, 2025, the Partnership had a fleet of eighteen shuttle tankers, the Windsor Knutsen, the Bodil Knutsen, the Recife Knutsen, the Fortaleza Knutsen, the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen, the Ingrid Knutsen, the Raquel Knutsen, the Tordis Knutsen, the Vigdis Knutsen, the Lena Knutsen, the Brasil Knutsen, the Anna Knutsen, the Tove Knutsen , the Synnøve Knutsen, the Tuva Knutsen and the Live Knutsen, each referred to as a “Vessel” and, collectively, as the “Vessels”. The Vessels operate under fixed charter contracts to charterers, with expiration dates between 2026 and 2031. Please see Note 4—Operating Leases.
On July 2, 2025, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired from KNOT all outstanding shares in KNOT Shuttle Tankers 37 AS, the company that owns the Daqing Knutsen. Please see Note 22—Subsequent Events. The acquisition of the Daqing Knutsen will be accounted for as an acquisition of an asset. As a result, the Partnership will record the results of operations of the Daqing Knutsen in its consolidated statement of operations from July 2, 2025.
The unaudited condensed consolidated financial statements have been prepared assuming that the Partnership will continue as a going concern.
The Partnership expects that its primary future sources of funds will be available cash, cash from operations, borrowings under any new loan agreements, any vessel sales and the proceeds of any debt or equity financings. The Partnership believes that these sources of funds (assuming the current rates earned from existing charters) will be sufficient to cover operational cash outflows, working capital requirements and ongoing obligations under the Partnership’s lease obligations and financing commitments to pay loan interest and make scheduled loan repayments and to make distributions on its outstanding units assuming the Partnership is able to timely refinance its maturing credit facilities on similar terms as its existing facilities. Accordingly, as of September 29, 2025, the Partnership believes that its current resources, including the undrawn portion of its revolving credit facilities of $38.5 million, are sufficient to meet working capital requirements and other cash requirements for its current business for at least the next twelve months. See Note 13—Long-Term Debt.
| 2) | Summary of Significant Accounting Policies |
|---|
(a)Basis of Preparation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for financial information. In the opinion of management of the Partnership, all adjustments considered necessary for a fair presentation, which are of normal recurring nature, have been included. All intercompany balances and transactions are eliminated. The unaudited condensed consolidated financial statements do not include all the disclosures and information required for a complete set of annual financial statements; and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2024, which are included in the Partnership’s Annual Report on Form 20-F (the “2024 20-F”).
(b)Significant Accounting Policies
The accounting policies adopted in the preparation of the unaudited condensed consolidated financial statements are consistent with those followed in the preparation of the Partnership’s audited consolidated financial statements for the year ended December 31, 2024, as contained in the 2024 20-F. 9
Table of Contents (c)Recent Accounting Pronouncements
Adoption of new accounting standards
On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standard Update (“ASU”) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This guidance is effective for periods beginning after December 15, 2024, with early adoption permitted. The amendments in this update should be applied either prospectively or retrospectively to all periods presented in the financial statements. The new guidance is not expected to materially impact the Partnership.
Accounting pronouncements not yet adopted
Other recently issued accounting pronouncements are not expected to materially impact the Partnership.
**3)**Segment Information
The Partnership has not presented segment information as it considers its operations to occur in one reportable segment, the shuttle tanker market. As of June 30, 2025 and 2024, the Partnership’s fleet consisted of eighteen vessels, and operated under time charters and bareboat charters. In both time charters and bareboat charters, the charterer, not the Partnership, controls the choice of which trading areas the Vessels will serve. Accordingly, the Partnership’s management, including the chief operating decision makers, does not evaluate performance according to geographical region.
The following table presents time charter and bareboat revenues and percentages of revenues for material customers that accounted for more than 10% of the Partnership’s consolidated revenues during the three and six months ended June 30, 2025 and 2024. All of these customers are subsidiaries of major national or international oil companies.
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | ||||||||||||||||
| (U.S. Dollars in thousands) | **** | 2025 | **** | 2024 | **** | **** | 2025 | **** | 2024 | **** | **** | ||||||||||||
| Brazil Shipping I Limited, a subsidiary of Royal Dutch Shell | | $ | 22,436 | 26 | % | $ | 18,004 | 24 | % | | $ | 41,247 | 24 | % | $ | 32,343 | 22 | % | | ||||
| Equinor ASA | | 14,236 | 17 | % | 14,067 | 19 | % | | 28,755 | 17 | % | 24,140 | 16 | % | | ||||||||
| Eni Trading and Shipping S.p.A. | | 11,603 | 14 | % | | — | 0 | % | | 23,002 | 14 | % | | — | 0 | % | |||||||
| Fronape International Company, a subsidiary of Petrobras Transporte S.A. | | | 9,317 | 11 | % | | 11,174 | 15 | % | | | 18,143 | 11 | % | | 23,019 | 15 | % | | ||||
| Chartering and Shipping Service S.A., a subsidiary of TotalEnergies | | | 9,588 | | 11 | % | | 4,514 | | 6 | % | | | 19,077 | | 11 | % | | 8,995 | | 6 | % | |
| Repsol Sinopec Brasil, S.A., a subsidiary of Repsol Sinopec Brasil, B.V., combined with Repsol Trading S.A | | 7,603 | 9 | % | 10,270 | 14 | % | | 16,606 | 10 | % | 20,528 | 14 | % | | ||||||||
| KNOT | | $ | — | | — | % | $ | 7,495 | | 10 | % | | $ | 2,777 | | 2 | % | $ | 14,311 | | 10 | % | |
The Partnership has financial assets that expose it to credit risk arising from possible default by a counterparty. The Partnership considers its counterparties to be creditworthy banking and financial institutions and does not expect any significant loss to result from non-performance by such counterparties. The maximum loss due to credit risk that the Partnership would incur if counterparties failed completely to perform would be the carrying value of cash and cash equivalents, and derivative assets. The Partnership, in the normal course of business, does not demand collateral from its counterparties.
The chief operating decision maker manages the business activities on a consolidated basis and assesses performance for the shuttle tanker segment based on operating income that also is reported on the Consolidated Statements of Operations. Although separate vessel financial information is available, the chief operating decision maker internally evaluates the performance of the Partnership as a whole and not on basis of each vessel or charters. As a result, the Partnership has determined that it has one reportable segment. Consolidated expenses presented within the Consolidated Statements of Operations are considered to be significant expenses as they are important to the Partnership’s segment and regularly reported to the chief operating decision maker. The Partnership has not identified any other significant expense categories. The measure of segment assets is reported within the Consolidated Balance Sheets. 10
Table of Contents The chief operating decision maker uses operating income to evaluate performance and allocation of resources. In this industry, the nature of allocation of resources for new capital expenditure is typically not related to the existing vessels but would rather result in the acquisition or construction of a new shuttle tanker. Typically, such investment decisions are not made on a speculative basis but would occur when a specific long-term customer contract has already been negotiated. The ability to negotiate a contract with acceptable terms to justify such a major capital expenditure is dependent on the prevailing market conditions at the time of the negotiation rather than on historical indicators of operations. Much of the ongoing capital expenditure is driven by classification requirements and is to a large extent unavoidable.
The decisions related to resource allocation and the assessment of the operating results of the Partnership is the responsibility of the Board of Directors, top executives and the entity that has technical management of the vessels on time charters. The Partnership’s chief operating decision maker is as such the Board of Directors.
The Partnership does not have intra-entity sales or transfers.
For information about reported segment assets, segment revenue, significant segment expense categories and segment profit or loss, reference is made to the Consolidated Balance Sheets and Consolidated Statements of Operations.
**4)**Operating Leases
Revenues
The Partnership’s primary source of revenues is chartering its shuttle tankers to its customers. The Partnership primarily uses two types of contracts, time charter contracts and bareboat charter contracts. The Partnership’s time charter contracts include both a lease component, consisting of the bareboat element of the contract, and non-lease component, consisting of operation of the Vessel for the customers, which includes providing the crewing and other services related to the Vessel’s operations, the cost of which is included in the daily hire rate, except when off hire.
The following table presents the Partnership’s revenues by time charter and bareboat charters and other revenues for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | ||||||||
| (U.S. Dollars in thousands) | **** | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| Time charter revenues (service element included) | | $ | 85,920 | | $ | 71,075 | | $ | 168,911 | | $ | 141,926 | |
| Bareboat revenues | | | — | | | 2,362 | | | — | | | 4,873 | |
| Total time charter and bareboat revenues | | | 85,920 | | | 73,437 | | | 168,911 | | | 146,799 | |
| Other revenues (voyage revenues, loss of hire insurance recoveries and other income) | | | 1,140 | | | 983 | | | 2,178 | | | 4,253 | |
| Total revenues | | $ | 87,060 | | $ | 74,420 | | $ | 171,089 | | $ | 151,052 | |
As of June 30, 2025, the minimum contractual future revenues to be received from time charters and bareboat charters during the next five years and thereafter are as follows (including service element of the time charter, but excluding unexercised customer option periods and excluding any contracted revenues signed after June 30, 2025):
| | | | |
|---|---|---|---|
| (U.S. Dollars in thousands) | **** | | |
| 2025 (excluding the six months ended June 30, 2025) | | $ | 178,012 |
| 2026 | | | 276,179 |
| 2027 | | | 208,762 |
| 2028 | | | 115,621 |
| 2029 | | | 72,190 |
| 2030 and thereafter | | | 44,439 |
| Total | $ | 895,203 |
The minimum contractual future revenues should not be construed to reflect total charter hire revenues for any of the years. Minimum contractual future revenues are calculated based on certain assumptions such as operating days per year. In addition, minimum contractual future revenues presented in the table above have not been reduced by estimated off hire time for periodic maintenance. The amounts may vary given unscheduled future events such as vessel maintenance. 11
Table of Contents The Partnership’s fleet as of June 30, 2025 consisted of:
| ● | the Windsor Knutsen, a conventional oil tanker built in 2007 and retrofitted to a shuttle tanker in 2011 that is currently operating under a time charter contract with Sea River Maritime LLC, a subsidiary of ExxonMobil (“ExxonMobil”) which commenced on June 4, 2025 for a fixed period of two years; |
|---|---|
| ● | the Bodil Knutsen, a shuttle tanker built in 2011 that is currently operating under a time charter contract with Equinor ASA (“Equinor”) that expires in March 2029, with options for the charterer to extend the charter by two further one-year periods; |
| --- | --- |
| ● | the Fortaleza Knutsen, a shuttle tanker built in 2011 that is currently operating under a time charter contract that expires in March 2026 with Fronape International Company, a subsidiary of Petrobras Transporte S.A. (“Transpetro”); |
| --- | --- |
| ● | the Recife Knutsen, a shuttle tanker built in 2011 that is currently operating under a time charter that expires in August 2026 with Fronape International Company, a subsidiary of Transpetro; |
| --- | --- |
| ● | the Carmen Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter contract that expires in January 2026 with Repsol Sinopec Brasil, B.V. a subsidiary of Repsol Trading S.A. (“Repsol”). Thereafter, the Carmen Knutsen will commence a new time charter with an oil major in the first quarter of 2026 for a fixed period of four years plus a charterer’s option for one additional year; |
| --- | --- |
| ● | the Hilda Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter contract with a subsidiary of Royal Dutch Shell (“Shell”), which commenced on March 23, 2025, initially for a fixed period of one year, but which has now been extended by three months fixed (to June 2026) and, at the Partnership’s election, an additional nine months (to March 2027); |
| --- | --- |
| ● | the Torill Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter with Eni Trade and Biofuels S.p.A. ("Eni") which expires in December 2027 with options for the charterer to extend the charter by three one-year periods; |
| --- | --- |
| ● | the Ingrid Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter with Eni which expires in October 2026, with options for the charterer to extend the charter by two one-year periods; |
| --- | --- |
| ● | the Raquel Knutsen, a shuttle tanker built in 2015 that is currently operating under a time charter contract that expires in June 2028 with Repsol, with an option to extend the charter until June 2030; |
| --- | --- |
| ● | the Tordis Knutsen, a shuttle tanker built in 2016 that is currently operating under a time charter with Shell that expires in July 2028, with options to extend the charter by three one-year periods; |
| --- | --- |
| ● | the Vigdis Knutsen, a shuttle tanker built in 2017 that is currently operating under a time charter with Shell that expires in March 2027. Shell has exercised its option to switch from time charter on the Vigdis Knutsen to a bareboat charter. This change is expected to take effect in the fourth quarter of 2025. At the same time as this option exercise, the fixed duration of this charter was extended from 2027 to 2030, with an option for the charterer to extend the charter by two years; |
| --- | --- |
| ● | the Lena Knutsen, a shuttle tanker built in 2017 that is currently operating under a time charter with Shell that expires in September 2028, with options to extend the charter until by three one-year periods; |
| --- | --- |
| ● | the Anna Knutsen, a shuttle tanker built in 2017 that is currently operating under a time charter contract with Chartering and Shipping Service S.A., a wholly owned subsidiary of TotalEnergies (“TotalEnergies”) that expires in April 2026, with an option to extend the charter for one one-year period. Thereafter, the vessel is due to commence a time charter for one year to an oil major commencing June 2027, with options for the charterer to extend the charter by three one-year periods; |
| --- | --- |
| ● | the Brasil Knutsen, a shuttle tanker built in 2013 that operated under a time charter contract with Petrorio Luxembourg Holding S.A.R.L. (“Petrorio”), until September 2025 following the exercise of two one-month options and negotiation of a short further extension. In September 2025 the vessel commenced a time charter contract with Equinor that expires in the third quarter of 2027, with options for the charterer to extend the charter by two further one-year periods; |
| --- | --- |
12
Table of Contents
| ● | the Tove Knutsen, a shuttle tanker built in 2020 that is currently operating under a time charter contract with Equinor that expires in November 2027, with multiple options to extend the charter until November 2040. The vessel's scheduled drydocking commenced July 2025 and was completed in late August 2025; |
|---|---|
| ● | the Synnøve Knutsen, a shuttle tanker built in 2020 that is currently operating under a time charter contract with Equinor that expires in February 2027, with multiple options to extend the charter until February 2042. The vessel's next scheduled drydocking is due to commence in October 2025; |
| --- | --- |
| ● | the Tuva Knutsen, a shuttle tanker built in 2021 that is currently operating under a time charter contract with TotalEnergies that expires in February 2026, with TotalEnergies having multiple options to extend the charter until February 2036. KNOT has effectively provided a guarantee of the hire rate until September 2031 on the same basis as if TotalEnergies had exercised its options through such date; and |
| --- | --- |
| ● | the Live Knutsen, a shuttle tanker built in 2021 that is currently operating under a time charter contract with Galp Sinopec that expires in November 2026, with the charterer having multiple options to extend the charter by six further years. KNOT has provided a guarantee of the hire rate until November 2029 on the same basis as if Galp Sinopec had exercised its options through such date. See Note 21 – Acquisitions. |
| --- | --- |
Furthermore, on July 2, 2025, the Partnership acquired from KNOT all of the outstanding shares in the owner of the Daqing Knutsen, a shuttle tanker built in 2022 that is currently operating under a time charter contract with PetroChina that expires in July 2027, with options to extend the charter until July 2032. As part of the terms of this acquisition, KNOT has provided a guarantee of the hire rate until July 2032 on the same basis as if PetroChina had exercised its options through such date. See Note 22–Subsequent Events.
Lease obligations
The Partnership does not have any material leased assets but has some leased equipment on operational leases on the various ships operating on time charter contracts. As of June 30, 2025, the right-of-use asset and lease liability for operating leases was $3.86 million and are presented as separate line items on the balance sheets. The operating lease cost and corresponding cash flow effect for the three and six months ended June 30, 2025, was $0.3 million and $0.6 million, respectively. As of June 30, 2025, the weighted average discount rate for the operating leases was 7.6% and was determined using the expected incremental borrowing rate for a loan facility of similar term. As of June 30, 2025, the weighted average remaining lease term is 2.6 years.
A maturity analysis of the Partnership’s lease liabilities from leased-in equipment as of June 30, 2025 is as follows:
| | | | |
|---|---|---|---|
| (U.S. Dollars in thousands) | **** | **** | |
| 2025 (excluding the six months ended June 30, 2025) | | $ | 627 |
| 2026 | | | 1,254 |
| 2027 | | 1,254 | |
| 2028 | | | 1,254 |
| Total | | | 4,389 |
| Less imputed interest | | 529 | |
| Carrying value of operating lease liabilities | | $ | 3,860 |
**5)**Insurance proceeds
Insurance claims for property damage for recoveries up to the amount of loss recognized are recorded when the claims submitted to insurance carriers are probable of recovery. Claims for property damage in excess of the loss recognized and for loss of hire are recognized when the proceeds are received. As of June 30, 2025, and December 31, 2024, the Partnership had open insurance claims for hull and machinery recoveries of $0.1 million and $nil, respectively, which were recorded as part of Other Current Assets. See Note 18(b)—Other Current Assets.
Loss of hire proceeds of $0.6 million for the three and six months ended June 30, 2025, related to the Live Knutsen, and were recognized as a component of total revenues, since the day rates are recovered under terms of the policy.
Loss of hire proceeds of $0.1 million for the three and six months ended June 30, 2024, related to the Brasil Knutsen, and were recognized as a component of total revenues, since the day rates are recovered under terms of the policy. 13
Table of Contents
**6)**Other Finance Expenses
(a)Interest Expense
The following table presents the components of interest expense as reported in the consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | **** | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| Interest expense | | $ | 14,720 | | $ | 16,320 | | $ | 29,055 | | $ | 33,239 | |
| Amortization of debt issuance cost and fair value of debt assumed | | 596 | | 543 | | 1,163 | | 1,089 | | ||||
| Total interest expense | | $ | 15,316 | | $ | 16,863 | | $ | 30,218 | | $ | 34,328 | |
(b)Other Finance Expense
The following table presents the components of other finance expense for three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Bank fees, charges (other income) | | $ | 144 | | $ | (177) | | $ | 261 | | $ | 92 | |
| Commitment fees | | 55 | — | | 90 | — | | ||||||
| Total other finance (income) expense | | $ | 199 | $ | (177) | | $ | 351 | $ | 92 | |
7 **)**Derivative Instruments
The unaudited condensed consolidated financial statements include the results of interest rate swap contracts to manage the Partnership’s exposure related to changes in interest rates on its variable rate debt instruments and the results of foreign exchange forward contracts to manage its exposure related to changes in currency exchange rates on its operating expenses, mainly crew expenses, in currency other than the U.S. Dollar and on its contract obligations. The Partnership does not apply hedge accounting for derivative instruments. The Partnership does not speculate using derivative instruments.
By using derivative financial instruments to economically hedge exposures to changes in interest rates, the Partnership exposes itself to credit risk and market risk. Derivative instruments that economically hedge exposures are used for risk management purposes, but these instruments are not designated as hedges for accounting purposes. Credit risk is the failure of the counterparty to perform under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty owes the Partnership, which creates credit risk for the Partnership. When the fair value of a derivative instrument is negative, the Partnership owes the counterparty, and, therefore, the Partnership is not exposed to the counterparty’s credit risk in those circumstances. The Partnership minimizes counterparty credit risk in derivative instruments by entering into transactions with major banking and financial institutions. The derivative instruments entered into by the Partnership do not contain credit risk-related contingent features. The Partnership has not entered into master netting agreements with the counterparties to its derivative financial instrument contracts.
Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates, currency exchange rates or commodity prices. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
The Partnership assesses interest rate risk by monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating economical hedging opportunities.
The Partnership has historically used variable interest rate mortgage debt to finance its vessels. The variable interest rate mortgage debt obligations expose the Partnership to variability in interest payments due to changes in interest rates. The Partnership believes that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, the Partnership has entered into interest rate swap contracts which are based on the Secured Overnight Financing Rate (“SOFR”) in order to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of SOFR. These swaps change a portion of the Partnership’s total variable rate cash flow exposure on the mortgage debt obligations to fixed cash flows. Under the terms of the interest rate swap contracts, the 14
Table of Contents Partnership receives SOFR-based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed rate debt for the notional amount of its debt hedged.
As of June 30, 2025, and December 31, 2024, the total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to hedge outstanding or forecasted debt obligations were $421.2 million and $417.9 million, respectively. As of June 30, 2025, and December 31, 2024, the carrying amount of the interest rate swap contracts was a net asset of $6.2 million and $13.3 million, respectively. See Note 8—Fair Value Measurements.
Changes in the fair value of interest rate swap contracts are reported in realized and unrealized gain (loss) on derivative instruments in the same period in which the related interest affects earnings.
The Partnership and its subsidiaries utilize the U.S. Dollar as their functional and reporting currency, because all of their revenues and the majority of their expenditures, including the majority of their investments in vessels and their financing transactions, are denominated in U.S. Dollars. Payment obligations in currencies other than the U.S. Dollar, and in particular operating expenses in NOK, expose the Partnership to variability in currency exchange rates. The Partnership believes that it is prudent to limit the variability of a portion of its currency exchange exposure where possible. To meet this objective, the Partnership from time to time enters into foreign exchange forward contracts to manage fluctuations in cash flows resulting from changes in the exchange rates towards the U.S. Dollar. The agreements change the variable exchange rate to fixed exchange rates at agreed dates.
The following table presents the realized and unrealized gains and losses that are recognized in earnings as net gain (loss) on derivative instruments for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Realized gain (loss): | | | | | |||||||||
| Interest rate swap contracts | | $ | 2,521 | | $ | 3,987 | | $ | 5,631 | | $ | 8,050 | |
| Total realized gain (loss): | | 2,521 | | 3,987 | | 5,631 | | 8,050 | | ||||
| Unrealized gain (loss): | | | | | | | | | | ||||
| Interest rate swap contracts | | (2,891) | | (2,190) | | (7,345) | | (1,251) | | ||||
| Total unrealized gain (loss): | | (2,891) | | (2,190) | | (7,345) | | (1,251) | | ||||
| Total realized and unrealized gain (loss) on derivative instruments: | | $ | (370) | | $ | 1,797 | | $ | (1,714) | | $ | 6,799 | |
**8)**Fair Value Measurements
(a)Fair Value of Assets and Liabilities
The following table presents the carrying amounts and estimated fair values of the Partnership’s assets and liabilities that are measured at fair value on a recurring and non-recurring basis as of June 30, 2025 and December 31, 2024. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | June 30, 2025 | | December 31, 2024 | | ||||||||
| | Carrying | Fair | Carrying | Fair | |||||||||
| (U.S. Dollars in thousands) | Amount | Value | Amount | Value | |||||||||
| Recurring: | | | | | | | | | | | | | |
| Financial assets: | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 66,322 | | $ | 66,322 | | $ | 66,933 | | $ | 66,933 | |
| Current derivative assets: | | | | | | ||||||||
| Interest rate swap contracts | | 5,084 | | 5,084 | | 8,112 | | 8,112 | | ||||
| Non-current derivative assets: | | | | | | | | ||||||
| Interest rate swap contracts | | 2,401 | | 2,401 | | 5,189 | | 5,189 | | ||||
| Financial liabilities: | | | | | | | |||||||
| Non-current derivative liabilities: | | | | | | ||||||||
| Interest rate swap contracts | | | (1,317) | | | (1,317) | | | — | | | — | |
| Long-term debt, current and non-current | | $ | 918,585 | | $ | 901,003 | | $ | 909,653 | | $ | 887,192 | |
15
Table of Contents The carrying amounts shown in the table above are included in the unaudited interim consolidated balance sheet under the indicated captions. Carrying amount of long-term debt, current and non-current, above excludes capitalized debt issuance cost of $4.1 million and $4.9 million as of June 30, 2025 and December 31, 2024, respectively. The carrying value of trade accounts receivable, trade accounts payable and receivables/payables to owners and affiliates approximate their fair value.
The fair values of the financial instruments shown in the table above as of June 30, 2025 and December 31, 2024 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Partnership’s own judgment about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Partnership based on the best information available in the circumstances, including expected cash flows, appropriately risk-adjusted discount rates and available observable and unobservable inputs.
The following methods and assumptions were used to estimate the fair value of each class of assets and liabilities:
| ● | Cash and cash equivalents and restricted cash: The fair value of the Partnership’s cash balances approximates the carrying amounts due to the current nature of the amounts. As of June 30, 2025 and December 31, 2024 there is no restricted cash. |
|---|---|
| ● | Interest rate swap contracts: The fair value of interest rate swap contracts is determined using an income approach using the following significant inputs: (1) the term of the swap contract (weighted average of 1.6 years and 1.0 years, as of June 30, 2025 and December 31, 2024, respectively), (2) the notional amount of the swap contract (ranging from $13.1 million to $50.0 million as of June 30, 2025 and ranging from $13.8 million to $27.9 million as of December 31, 2024), discount rates interpolated based on relevant SOFR swap curves; and (3) the rate on the fixed leg of the swap contract (rates ranging from 1.55% to 3.80% as of June 30, 2025 and from 0.71% to 2.90% as of December 31, 2024). |
| --- | --- |
| ● | Long-term debt: With respect to long-term debt measurements, the Partnership uses market interest rates and adjusts for risks, such as its own credit risk. In determining an appropriate spread to reflect its credit standing, the Partnership considered interest rates currently offered to KNOT for similar debt instruments of comparable maturities by KNOT’s and the Partnership’s bankers as well as other banks that regularly compete to provide financing to the Partnership. |
| --- | --- |
16
Table of Contents b)Fair Value Hierarchy
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring and non-recurring basis (including items that are required to be measured at fair value or for which fair value is required to be disclosed) as of June 30, 2025 and December 31, 2024:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Fair Value Measurements | | |||||||
| | | | | | at Reporting Date Using | | |||||||
| | | | | | Quoted Price | | | | | | | | |
| | | | | | in Active | | Significant | | | | | ||
| | | Carrying | | Markets for | | Other | | Significant | | ||||
| | | Value | | Identical | | Observable | | Unobservable | | ||||
| | | June 30, | | Assets | | Inputs | | Inputs | | ||||
| (U.S. Dollars in thousands) | 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||
| Recurring: | | | | | | | | | | | | | |
| Financial assets: | | | | | | | | | | ||||
| Cash and cash equivalents | | $ | 66,322 | | $ | 66,322 | | $ | — | | $ | — | |
| Current derivative assets: | | | | | | ||||||||
| Interest rate swap contracts | | 5,084 | | — | | 5,084 | | — | | ||||
| Non-current derivative assets: | | | | | | ||||||||
| Interest rate swap contracts | | 2,401 | | — | | 2,401 | | — | | ||||
| Financial liabilities: | | | | | | ||||||||
| Non-current derivative liabilities: | | | | | | ||||||||
| Interest rate swap contracts | | | (1,317) | | | — | | | (1,317) | | | — | |
| Long-term debt, current and non-current | | $ | 918,585 | | $ | — | | $ | 901,003 | | $ | — | |
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Fair Value Measurements | | |||||||
| | | | | | at Reporting Date Using | | |||||||
| | | | | | Quoted Price | | | | | | | | |
| | | | | | in Active | | Significant | | | | | ||
| | | Carrying | | Markets for | | Other | | Significant | | ||||
| | | Value | | Identical | | Observable | | Unobservable | | ||||
| | | December 31, | | Assets | | Inputs | | Inputs | | ||||
| (U.S. Dollars in thousands) | 2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||
| Recurring: | | | | | | | | | | | | | |
| Financial assets: | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 66,933 | | $ | 66,933 | | $ | — | | $ | — | |
| Current derivative assets: | | | | | | ||||||||
| Interest rate swap contracts | | 8,112 | | — | | 8,112 | | — | | ||||
| Non-current derivative assets: | | | | | | ||||||||
| Interest rate swap contracts | | 5,189 | | — | | 5,189 | | — | | ||||
| Financial liabilities: | | | | | | ||||||||
| Long-term debt, current and non-current | | $ | 909,653 | | $ | — | | $ | 887,192 | | $ | — | |
The Partnership’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 1 and Level 2 as of June 30, 2025 and December 31, 2024.
**9)**Income Taxes
Components of Current and Deferred Tax Expense
All of the income from continuing operations before income taxes was taxable in Norway for the three and six months ended June 30, 2025 and 2024. Our Norwegian subsidiaries are subject to Norwegian tonnage tax rather than ordinary corporate taxation. Under the tonnage tax regime, tax is payable based on the tonnage of the vessel, not on operating income, and is included within operating expenses. Net financial income and expense remain taxable as ordinary income at the regular corporate income tax rate of 22% and is recorded as an income tax expense. The amount of tonnage tax included in operating expenses for each of the three and six months ended June 30, 17
Table of Contents 2025 was $63,501 and $120,327, respectively. The amount of tonnage tax included in operating expenses for each of the three and six months ended June 30, 2024 was $54,660 and $108,500, respectively. The activities taxable in the UK relate to the activities of KNOT Offshore Partners UK LLC (“KNOT UK”) and are included within income taxes payable.
Taxes payable related to the entrance tax, a one-time tax payable by the Partnership related to certain subsidiaries on entering the Norwegian tonnage tax system, and income taxes attributable to income from continuing operations are calculated based on the Norwegian corporate tax rate of 22% for 2025 and 2024, and deferred tax liabilities are also calculated based on a tax rate of 22% effective as from January 1, 2025 and January 1, 2024, respectively. As of June 30, 2025 and December 31, 2024, $3.1 million and $3.3 million are presented as non-current deferred taxes assets, respectively, and as of June 30, 2025 and December 31, 2024, $0.1 million and $0.1 million are presented as non-current deferred taxes liabilities, respectively.
Significant components of current and deferred income tax expense attributable to income from continuing operations for the three and six months ended June 30, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | |||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Income (loss) before income taxes | | $ | 6,935 | | $ | (12,638) | | $ | 15,095 | | $ | (5,059) | |
| Income tax benefit (expense) | | | (125) | | | (213) | | | (704) | | | (354) | |
| Effective tax rate | | | (2) | % | | 2 | % | | (5) | % | | 7 | % |
Income tax expenses for the three and six months ended June 30, 2025 and 2024 consist of the following:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||||
| | | June 30, | | | June 30, | | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Income tax benefit (expense) within Norwegian tonnage tax regime | | $ | (108) | | $ | (210) | | | $ | (678) | | $ | (348) | | |
| Income tax benefit (expense) within UK | | (17) | | (3) | | | (26) | | (6) | | | ||||
| Income tax benefit (expense) | | | (125) | | | (213) | | | | (704) | | | (354) | | |
| Effective tax rate | | | (2) | % | | 2 | % | | | (5) | % | | 7 | % | |
The Partnership records a valuation allowance against deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, which relate to financial loss carry forwards and other deferred tax assets within the tonnage tax regime, the Partnership considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized taking into account all the positive and negative evidence available. The Partnership has determined that part of the deferred tax assets are likely to not be realized, and therefore a valuation allowance is recognized as of June 30, 2025, and December 31, 2024. KNOT Shuttle Tankers AS has taxable income, and the Partnership has determined it is more likely than not that some of the benefit from the deferred tax assets would be realized based on the weight of available evidence. As of June 30, 2025 and December 31, 2024, the Partnership has determined that $3.0 million and $3.2 million of the deferred tax assets, respectively, are more likely than not to be realized.
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10)Vessels and Equipment
As of June 30, 2025 and December 31, 2024, Vessels with a book value of $1,513 million and $1,462 million, respectively, are pledged as security for the Partnership’s long-term debt. See Note 13—Long-term debt.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Vessels & | | Accumulated | | Accumulated | | | | |||
| (U.S. Dollars in thousands) | equipment | depreciation | impairment | Net Vessels | ||||||||
| Vessels, December 31, 2023 | | $ | 2,398,434 | | $ | (826,366) | | $ | (79,070) | | $ | 1,492,998 |
| Additions (1) | | 126,106 | | — | | | — | | 126,106 | |||
| Drydock costs | | 553 | | — | | | — | | 553 | |||
| Disposals (2) | | (103,537) | | 43,973 | | | 30,300 | | (29,264) | |||
| Depreciation and impairment for the period (3) | | — | | (111,817) | | | (16,384) | | (128,201) | |||
| Vessels, December 31, 2024 | | $ | 2,421,556 | | $ | (894,210) | | $ | (65,154) | | $ | 1,462,192 |
| Additions (1) | | 125,567 | | — | | | — | | 125,567 | |||
| Drydock costs | | 7,592 | | — | | | — | | 7,592 | |||
| Disposals (2) | | (110,652) | | | 50,349 | | | 35,734 | | | (24,569) | |
| Depreciation for the period | | — | | (58,135) | | | — | | (58,135) | |||
| Vessels, June 30, 2025 | | $ | 2,444,063 | | $ | (901,996) | | $ | (29,420) | | $ | 1,512,647 |
| (1) | On September 3, 2024 the Partnership acquired KNOT’s 100% interest in KNOT Shuttle Tankers 31 AS, the company that owns and operates the Tuva Knutsen. On March 3, 2025 the Partnership acquired KNOT’s 100% interest in KNOT Shuttle Tankers 27 AS, the company that owns and operates the Live Knutsen. Both acquisitions were accounted for as acquisitions of assets. See Note 21—Acquisitions. | |||||||||||
| --- | --- | |||||||||||
| (2) | On September 3, 2024 the Partnership sold to KNOT its 100% interest in KNOT Shuttle Tankers 20 AS, the company that owns and operates the Dan Cisne. On March 3, 2025 the Partnership sold to KNOT its 100% interest in KNOT Shuttle Tankers 21 AS, the company that owns and operates the Dan Sabia. Both sales transactions were part of an asset swap. See footnote (1) above and see Note 14 (f)—Related Parties. | |||||||||||
| --- | --- | |||||||||||
| (3) | The carrying values of each of the Dan Cisne and the Dan Sabia were written down to their respective estimated fair values as of June 30, 2024. See Note 20—Impairment of long-lived assets. | |||||||||||
| --- | --- |
Drydocking activity as of June 30, 2025 and December 31, 2024 is summarized as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| (U.S. Dollars in thousands) | **** | At June 30, 2025 | **** | At December 31, 2024 | **** | ||
| Balance at the beginning of the year | | $ | 28,661 | | $ | 40,587 | |
| Costs incurred for drydocking | | 7,592 | | 553 | | ||
| Costs re-allocated to drydocking due to change of contract | | | — | | | 2,039 | |
| Costs allocated to drydocking as part of acquisition of asset | | 1,067 | | 910 | | ||
| Drydock amortization as part of sale of asset | | | (1,526) | | | (1,490) | |
| Drydock amortization | | (7,249) | | (13,938) | | ||
| Balance at period end | | $ | 28,544 | | $ | 28,661 | |
11)Inventory
The following table presents the inventory as of June 30, 2025 and December 31, 2024:
| | | | | | |
|---|---|---|---|---|---|
| (U.S. Dollars in thousands) | **** | At June 30, 2025 | | At December 31, 2024 | **** |
| Lubricating oil | | 3,598 | | 3,304 | |
| Total inventory | | 3,598 | | 3,304 | |
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12) Contract Liabilities
The unfavorable contractual rights for the time charter contract associated with Tuva Knutsen were obtained in connection with the acquisition in 2024 that had unfavorable contractual terms relative to market as of the acquisition date. The Tuva Knutsen commenced on its 5 year time charter in February 2021, with options to declare additional terms for up to a total of 10 years. The unfavorable contract rights related to the Tuva Knutsen are split between the firm contract period and the option period and both are amortized to time charter revenue on a straight-line basis over the remaining term of their estimated period and the option ending in January 2036.
The unfavorable contractual rights for the time charter contract associated with Live Knutsen were obtained in connection with the acquisition in 2025 that had unfavorable contractual terms relative to market as of the acquisition date. The Live Knutsen commenced on its 5 year time charter in January 2022, with options to declare additional terms for up to a total of 6 years. The unfavorable contract rights related to the Live Knutsen are split between the firm contract period and the option period and both are amortized to time charter revenue on a straight-line basis over the remaining term of their estimated period and the option ending in December 2032.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | **** | Unfavourable | **** | Unfavourable | **** | Total | |||
| | | contract rights | | contract rights | | Contract | |||
| (U.S. Dollars in thousands) | | Tuva Knutsen | | Live Knutsen | | liabilities | |||
| Contract liabilities, December 31, 2023 | $ | — | $ | — | $ | — | |||
| Additions | | | (27,628) | | | — | | | (27,628) |
| Amortization for the period | | | 963 | | | — | | | 963 |
| Contract liabilities, December 31, 2024 | | | (26,665) | | | — | | | (26,665) |
| Additions | | | — | | | (24,463) | | | (24,463) |
| Amortization for the period | | | 1,205 | | | 1,039 | | | 2,244 |
| Contract liabilities, June 30, 2025 | | $ | (25,460) | | $ | (23,424) | | $ | (48,884) |
The following table presents the Partnership`s outstanding contractliabilities as of June 30, 2025.
| | | | |
|---|---|---|---|
| (U.S. Dollars in thousands) | **** | | |
| 2025 (excluding the six months ended June 30, 2025) | | $ | (2,764) |
| 2026 | | | (5,529) |
| 2027 | | | (5,529) |
| 2028 | | | (5,529) |
| 2029 and thereafter | | | (29,533) |
| Total | $ | (48,884) |
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13)Long-Term Debt
As of June 30, 2025 and December 31, 2024, the Partnership had the following debt amounts outstanding:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | June 30, | | December 31, | | ||
| (U.S. Dollars in thousands) | Vessel | 2025 | 2024 | |||||
| 345 million loan facility | Anna Knutsen, Tordis Knutsen, Vigdis Knutsen, Brasil Knutsen, Lena Knutsen | | $ | 250,892 | | $ | 263,438 | |
| 240 million loan facility | Windsor Knutsen, Bodil Knutsen, Carmen Knutsen, Fortaleza Knutsen, Recife Knutsen, Ingrid Knutsen | | | 169,057 | | | 186,792 | |
| Hilda loan facility | Hilda Knutsen | | 52,500 | | 56,250 | | ||
| 192.1 million loan facility | Synnøve Knutsen, Tove Kuntsen | | | 140,044 | | | 144,597 | |
| 69 million Tuva loan facility | Tuva Knutsen | | | 65,156 | | | 67,744 | |
| 90 million Live loan facility | Live Knutsen | | | 72,146 | | | — | |
| 25 million revolving credit facility with NTT | | 1,500 | | 1,500 | | |||
| 25 million revolving credit facility with Shinsei | | | | 10,000 | | | 25,000 | |
| Raquel Sale & Leaseback | Raquel Knutsen | | | 70,892 | | | 73,653 | |
| Torill Sale & Leaseback | Torill Knutsen | | | 86,398 | | | 90,679 | |
| Total long-term debt | | $ | 918,585 | | $ | 909,653 | | |
| Less: current installments | | 181,060 | | 258,739 | | |||
| Less: unamortized deferred loan issuance costs | | 2,030 | | 2,080 | | |||
| Current portion of long-term debt | **** | | **** | 179,030 | | **** | 256,659 | |
| Amounts due after one year | | 737,525 | | 650,914 | | |||
| Less: unamortized deferred loan issuance costs | | 2,076 | | 2,839 | | |||
| Long-term debt, less current installments, and unamortized deferred loan issuance costs | | $ | 735,449 | | $ | 648,075 | |
All values are in US Dollars.
The Partnership’s outstanding debt of $918.6 million ($914.5 million net of debt issuance costs) as of June 30, 2025 is repayable as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Sale & | | Period | | | | | | | ||
| (U.S. Dollars in thousands) | **** | Leaseback | **** | repayment | **** | Balloon repayment | **** | Total | ||||
| 2025 (excluding the six months ended June 30, 2025) | | $ | 7,357 | $ | 44,660 | $ | 81,077 | $ | 133,094 | |||
| 2026 | | | 15,060 | | 74,461 | | 284,203 | | 373,724 | |||
| 2027 | | | 15,751 | | | 37,034 | | | 95,098 | | | 147,883 |
| 2028 | | | 16,520 | | | 19,080 | | | 78,824 | | | 114,424 |
| 2029 | | | 17,232 | | | 6,154 | | | — | | | 23,386 |
| 2030 and thereafter | | | 85,370 | | | 40,704 | | | — | | | 126,074 |
| Total | | $ | 157,290 | | $ | 222,093 | | $ | 539,202 | | $ | 918,585 |
As of June 30, 2025, the interest rates on the Partnership’s loan agreements were
SOFR
plus a fixed margin ranging from 2.0% to 2.4%. The average margin paid on the Partnership’s outstanding debt during the second quarter of 2025 was approximately 2.23% over SOFR. As of June 30, 2025, the borrowers and the guarantors are in compliance with all covenants under the Partnership’s credit facilities.
Live Facility
On October 14, 2021, KNOT Shuttle Tankers 27 AS, the subsidiary owning the Live Knutsen, as borrower, entered into a $89.6 million term loan facility with SMBC Bank EU AG and others (the “Live Facility”). The Live Facility became one of the Partnership’s debt obligations upon closing of the Live Knutsen Acquisition on March 3, 2025. Following repayment of the quarterly installments due prior to March 3, 2025, the outstanding amount of this facility had been reduced to $73.4 million.
In connection with the acquisition of KNOT Shuttle Tankers 27 AS, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors of the Live Facility. The Live Facility is repayable in quarterly installments with a final payment due at maturity in 21
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October 2026 of $65.9 million. The facility bears interest at a rate per annum equal to SOFR plus a margin of 2.01% including a Credit Adjustment Spread. The facility is secured by a mortgage on the Live Knutsen.
The Live Facility contains the following primary financial covenants:
| ● | The borrower shall at all times maintain liquidity equal or greater than $500,000; |
|---|---|
| ● | Positive working capital of the Partnership, excluding amounts in respect of liabilities for instalments on long-term debt and capital lease payments falling due within twelve (12) months after the relevant calculation date and any group intercompany balances; |
| --- | --- |
| ● | Minimum liquidity of the Partnership of $15 million plus increments of $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 8 vessels and $1 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 12 additional vessels in excess of 8 vessels (of which a minimum of $10 million must be cash); |
| --- | --- |
| ● | Minimum book equity ratio for the Partnership of 30%; and |
| --- | --- |
| ● | Minimum EBITDA to interest ratio for the Partnership of 2.50. |
| --- | --- |
The Live Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including if the market value of the Live Knutsen is less than 125% of the outstanding loan under the Live Facility, upon a total loss or sale of the vessel and customary events of default.
Daqing Facility
On March 31, 2022, KNOT Shuttle Tankers 37 AS, the subsidiary owning the Daqing Knutsen, as borrower, entered into a $84.6 million term loan facility with Development Bank of Japan Inc. and others (the “Daqing Facility”). The Daqing Facility became one of the Partnership’s debt obligations upon closing of the Daqing Knutsen Acquisition on July 2, 2025 (see Note 22-Subsequent Events), and is therefore not included in the Partnership’s outstanding debt as of June 30, 2025. The Daqing Facility is repayable in quarterly installments with a final payment at maturity on June 13, 2027, of $62.3 million, which includes the balloon payment and last quarterly installment. The facility bears interest at a rate per annum equal to SOFR plus a margin of 1.94%. In connection with the Daqing Knutsen Acquisition, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors. The facility is secured by a mortgage on the Daqing Knutsen.
The Daqing Facility contains the following primary financial covenants:
| ● | The borrower shall at all times maintain liquidity equal or greater than $500,000; |
|---|---|
| ● | Positive working capital of the Partnership; |
| --- | --- |
| ● | Minimum liquidity of the Partnership of $15 million (of which at least $10 million is required to be in cash) plus increments of $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 8 vessels and $1 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 12 additional vessels in excess of 8 vessels; |
| --- | --- |
| ● | Minimum book equity ratio for the Partnership of 30%; and |
| --- | --- |
| ● | Minimum EBITDA to interest ratio for the Partnership of 2.50. |
| --- | --- |
The Daqing Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including if the market value of the Daqing Knutsen falls below 120% of the outstanding loan, upon total loss or sale of the vessel and customary events of default.
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Revolving Credit Facilities
On August 15, 2025, the Partnership closed the refinancing of the first of its two $25 million revolving credit facilities, with the facility being rolled over with NTT TC Leasing Co.. The new facility will mature in August 2027, bears interest at a rate per annum equal to SOFR plus a margin of 2.3%, and has a commitment fee on any undrawn portion of the facility that varies based on the aggregate borrowing amount: 0.70% per annum for borrowings up to $10 million, 0.60% per annum for borrowings between $10 million and $20 million, and 0.50% per annum for borrowings exceeding $20 million. The commercial terms of the facility are substantially unchanged from the facility entered into in August 2023 with NTT Finance Corporation.
The Partnership is continuing discussions and negotiations with the lender under its second $25 million revolving credit facility, which will mature in November 2025. Management believes that this facility will be refinanced on acceptable and similar terms prior to its maturity.
Tove Knutsen Sale and Leaseback Agreement
On September 16, 2025, the Partnership, through its wholly-owned subsidiary, KNOT Shuttle Tankers 34 AS, which owns the Tove Knutsen, sold the Tove Knutsen to, and leased her back from, a Japanese-based lessor for a lease period of 10 years. The gross sale price was $100 million and a portion of the proceeds was used to repay the outstanding loan secured by the vessel and to settle the related interest rate swaps. The bareboat rate under the lease consists of a fixed element per day and there is a fixed-price purchase obligation at maturity. Following closing and after repayment of the loan and settlement of the interest rate swaps, the Partnership realized net proceeds of approximately $32 million after fees and expenses.
14)Related Party Transactions
(a)Related Parties
Net income (expense) from related parties included in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 are as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Statements of operations: | | | | | | | | | | ||||
| Time charter and bareboat revenues: | | | | | | | | | | | | | |
| Time charter income from KNOT (1) | | $ | — | | $ | 7,495 | | $ | 2,777 | | $ | 14,311 | |
| Operating expenses: | | | | | | | | | | ||||
| Vessel operating expenses (2) | | | 6,494 | | | 5,266 | | | 10,116 | | | 8,614 | |
| Voyage expenses and commissions (3) | | | — | | | 4 | | | — | | | 15 | |
| Technical and operational management fee from KNOT to Vessels (4) | | 3,470 | | 3,035 | | 6,894 | | 6,502 | | ||||
| Operating expenses from other related parties (5) | | | 291 | | | 286 | | | 540 | | | 576 | |
| General and administrative expenses: | | | | | | | | | | ||||
| Administration fee from KNOT Management (6) | | 433 | | 381 | | 860 | | 710 | | ||||
| Administration fee from KOAS (6) | | 215 | | 231 | | 419 | | 440 | | ||||
| Administration fee from KOAS UK (6) | | 13 | | 16 | | 25 | | 33 | | ||||
| Administration and management fee from KNOT (7) | | 1 | | 10 | | 4 | | 20 | | ||||
| Total income (expenses) | | $ | (10,917) | | $ | (1,734) | | $ | (16,081) | | $ | (2,599) | |
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| (U.S. Dollars in thousands) | At June 30, 2025 | At December 31, 2024 | |||||
| Balance Sheet: | | | | | | | |
| Vessels: | | | | | | | |
| Drydocking supervision fee from KNOT (8) | | $ | — | | $ | 10 | |
| Equipment purchased from Knutsen Ballast Water AS (9) | | | — | | | 70 | |
| Total | | $ | — | | $ | 80 | |
| (1) | Time charter income from KNOT: Time charter contracts with Knutsen Shuttle Tankers Pool AS have been in operation in respect of the Bodil Knutsen until her delivery to Equinor in March 2024; the Hilda Knutsen since the third quarter of 2022 until her delivery | ||||||
| --- | --- |
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| to Brazil Shipping I Limited in March 2025; the Torill Knutsen since the first quarter of 2023 until her delivery to Eni in June 2024; and the Ingrid Knutsen since the second quarter of 2024 until her delivery to Eni in October 2024. | |
|---|---|
| (2) | Vessel operating expenses: KNOT Management or KNOT Management Denmark provides technical and operational management of the vessels on time charter including crewing and crew training services. |
| --- | --- |
| (3) | Voyage expenses and commissions: During the three and six months ending June 30, 2025, no operating expenses to related parties were incurred in respect of spot voyages. During the same periods in 2024, the Ingrid Knutsen and the Torill Knutsen completed one spot voyage each where Knutsen Shuttle Tankers Pool AS earned a 1.25% commission on the voyage revenues. |
| --- | --- |
| (4) | Technical and operational management fee, from KNOT Management or KNOT Management Denmark to Vessels: KNOT Management or KNOT Management Denmark provides technical and operational management of the vessels on time charter including crewing, purchasing, maintenance and other operational service. In addition, there is also a charge for 24-hour emergency response services provided by KNOT Management for all vessels managed by KNOT Management. |
| --- | --- |
| (5) | Operating expenses from other related parties: Simsea Real Operations AS, a company jointly owned by the Partnership’s Chairman of the Board, Trygve Seglem, and by other third-party shipping companies in Haugesund, provides simulation, operational training assessment and other certified maritime courses for seafarers. The cost is course fees for seafarers. Knutsen OAS Crewing AS, a subsidiary of TSSI, provides administrative services related to Eastern European crew on vessels operating on time charter contracts. The cost is a fixed fee per month per such crew member onboard a vessel. Level Power & Automation AS, a company that provides the Partnership’s vessels with equipment and inspection services, is owned by Level Group AS, where Trygve Seglem, his family and members of TSSI management have significant influence. |
| --- | --- |
| (6) | Administration fee from KNOT Management, Knutsen OAS Shipping AS (“KOAS”) and Knutsen OAS (UK) Ltd. (“KOAS UK”): Administration costs include compensation and benefits of KNOT Management’s management and administrative staff on a time-spent basis as well as other general and administration expenses. Some services are also provided by KOAS and KOAS UK. Net costs are total administration cost plus a 5% margin. As such, the level of administration costs charged to the Partnership can vary from year to year based on the administration and financing services provided each year. KNOT Management also charges each subsidiary a fixed annual fee for the preparation of statutory financial statements. |
| --- | --- |
| (7) | Administration and management fee from KNOT Management and KNOT Management Denmark: For bareboat charters, the shipowner is not responsible for providing crewing or other operational services and the customer is responsible for all vessel operating expenses and voyage expenses. However, each of the vessels under bareboat charters is subject to a management and administration agreement with either KNOT Management or KNOT Management Denmark, pursuant to which these companies provide general monitoring services for the vessels in exchange for an annual fee. |
| --- | --- |
| (8) | Drydocking supervision fee from KNOT Management and KNOT Management Denmark: KNOT Management and KNOT Management Denmark provide supervision and hire out service personnel during drydocking of the vessels. |
| --- | --- |
| (9) | Equipment purchased from Knutsen Ballast Water AS: As part of the scheduled drydocking of the Torill Knutsen in the fourth quarter of 2023, a ballast water treatment system was installed on the vessel. As of December 31, 2024 and June 30, 2025, parts of the system had been purchased from Knutsen Ballast Water AS, a subsidiary of TSSI, for $0.07 million and $0 million, respectively. |
| --- | --- |
(b)Transactions with Management and Directors
Trygve Seglem, the Chairman of the Partnership’s board of directors and the President and CEO of KNOT, controls Seglem Holding AS, which owns 100% of the equity interest in TSSI, which controls KOAS and Knutsen Ballast Water AS. TSSI owns 50% of the equity interest in KNOT. NYK, which owns 50% of the equity interest in KNOT, has management and administrative personnel on secondment to KNOT. Mr. Seglem, along with other third-party shipping companies in Haugesund, also jointly owns Simsea Real Operations AS.
See the footnotes to Note 14(a)—Related Party Transactions for a discussion of transactions with management and directors included in the unaudited condensed consolidated statements of operations. 24
Table of Contents (c)Amounts Due from (to) Related Parties
Balances with related parties consisted of the following:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | At June 30, | | At December 31, | | ||
| (U.S. Dollars in thousands) | **** | 2025 | **** | 2024 | **** | ||
| Balance Sheet: | **** | | **** | **** | | **** | **** |
| Trading balances due from KOAS | | $ | 1,108 | | $ | 427 | |
| Trading balances due from KNOT and affiliates | | 912 | | 1,803 | | ||
| Amount due from related parties | | $ | 2,020 | | $ | 2,230 | |
| Trading balances due to KOAS | | $ | 3,132 | | $ | 1,339 | |
| Trading balances due to KNOT and affiliates | | 4,070 | | 496 | | ||
| Amount due to related parties | | $ | 7,202 | | $ | 1,835 | |
Amounts due from (to) related parties are unsecured and are intended to be settled in the ordinary course of business. The majority of these related party transactions relate to vessel management and other fees due to KNOT, KNOT Management, KOAS UK and KOAS.
(d)Trade accounts payable
Trade accounts payable to related parties are included in total trade accounts payable in the balance sheet. The balances to related parties consisted of the following:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | At June 30, | | At December 31, | | ||
| (U.S. Dollars in thousands) | **** | 2025 | **** | 2024 | **** | ||
| Balance Sheet: | | | **** | | | **** | |
| Trading balances due to KOAS | | $ | 905 | | $ | 1,394 | |
| Trading balances due to KNOT and affiliates | | 621 | | 1,379 | | ||
| Trade accounts payables to related parties | | $ | 1,526 | | $ | 2,773 | |
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Table of Contents Trading balances from KNOT and affiliates are included in other current assets in the balance sheet. The balances from related parties consisted of the following:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | **** | At June 30, | **** | At December 31, | **** | ||
| (U.S. Dollars in thousands) | | 2025 | | 2024 | | ||
| Balance Sheet: | **** | | **** | **** | | **** | **** |
| Trade receivables due from KNOT and affiliates (refer to Note 18 (b)) | | $ | — | | $ | 804 | |
| Other trading balances due from KOAS | | | 2,307 | | | 521 | |
| Other current assets from related parties | | $ | 2,307 | | $ | 1,325 | |
(e) Acquisition from KNOT
On March 3, 2025, the Partnership acquired KNOT’s 100% interest in KNOT Shuttle Tankers 27 AS, the company that owns and operates the Live Knutsen. This acquisition was accounted for as an acquisition of assets.
The board of directors of the Partnership (the “Board”) and the conflicts committee of the Board (the “Conflicts Committee”) approved the purchase price for the transaction described above. The Conflicts Committee retained an outside financial advisor and outside legal counsel to assist with its evaluation of the Live Knutsen Acquisition. See Note 21—Acquisitions.
(f) Sale of Vessel to KNOT
On March 3, 2025, the Partnership sold its 100% interest in KNOT Shuttle Tankers 21 AS, the company that owns and operates the Dan Sabia, to KNOT in an asset swap where the Partnership acquired from KNOT the Live Knutsen as described in footnote (e) above. The sale price of the Dan Sabia was $25.75 million and the sale transaction resulted in a net gain of $1.3 million.
The Board and the Conflicts Committee of the Board approved the sale price for the transaction described above. The Conflicts Committee retained an outside financial advisor and outside legal counsel to assist with its evaluation of the Dan Sabia Sale.
The cost of the fee paid to the financial advisor was divided equally between the Partnership and KNOT. Sales related costs of $0.3 million as of March 3, 2025, were deducted from the net gain on disposal of the Dan Sabia.
15)Commitments and Contingencies
Assets Pledged
As of June 30, 2025 and December 31, 2024, Vessels with a book value of $1,513 million and $1,462 million, respectively, were pledged as security held as guarantee for the Partnership’s long-term debt and interest rate swap obligations. See Note 7—Derivative Instruments, Note 10—Vessels and Equipment and Note 13—Long-Term Debt.
Claims and Legal Proceedings
Under the Partnership’s time charter contracts, claims to reduce charter hire payments can be made by customers if the Vessel does not perform to certain specifications as set out in the relevant contract. No accrual for possible claims was recorded for the period ended June 30, 2025 and the year ended December 31, 2024.
From time to time, the Partnership is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows.
Insurance
The Partnership maintains insurance on all the Vessels to insure against loss of charter hire and marine and war risks, which includes damage to or total loss of the Vessels, with each type of insurance subject to deductible amounts that average $0.15 million per Vessel. 26
Table of Contents Under the loss of hire policies, the insurer will pay compensation for the lost hire rate agreed in respect of each Vessel for each day, in excess of 14 deductible days, for the time that the Vessel is out of service as a result of damage, for a maximum of 180 days. In addition, the Partnership maintains protection and indemnity insurance, which covers third-party legal liabilities arising in connection with the Vessels’ activities, including, among other things, the injury or death of third-party persons, loss or damage to cargo, claims arising from collisions with other vessels and other damage to other third-party property, including pollution arising from oil or other substances. This insurance is unlimited, except for pollution, which is limited to $1 billion per vessel per incident. The protection and indemnity insurance is maintained through a protection and indemnity association, and as a member of the association, the Partnership may be required to pay amounts above budgeted premiums if the member claims exceed association reserves, subject to certain reinsured amounts. If the Partnership experiences multiple claims each with individual deductibles, losses due to risks that are not insured or claims for insured risks that are not paid, it could have a material adverse effect on the Partnership’s results of operations and financial condition. See Note 5 — Insurance proceeds.
16)Earnings per Unit and Cash Distributions
The calculations of basic and diluted earnings per unit (1) are presented below:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| (U.S. Dollars in thousands, except per unit data) | **** | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| Net income (loss) | | $ | 6,810 | | $ | (12,851) | | $ | 14,391 | | $ | (5,413) | |
| Less: Series A Preferred unitholders’ interest in net income (loss) | | | 1,700 | | | 1,700 | | | 3,400 | | | 3,400 | |
| Net income (loss) attributable to the unitholders of KNOT Offshore Partners LP | | | 5,110 | | | (14,551) | | | 10,991 | | | (8,813) | |
| Less: Distributions (2) | | | 901 | | | 901 | | | 1,803 | | | 1,803 | |
| Under (over) distributed earnings | | | 4,209 | | | (15,452) | | | 9,188 | | | (10,616) | |
| Under (over) distributed earnings attributable to: | | | | | | | | | | | | | |
| Common unitholders | | | 4,130 | | | (15,168) | | | 9,018 | | | (10,421) | |
| General Partner | | | 79 | | | (284) | | | 170 | | | (195) | |
| Weighted average units outstanding (basic) (in thousands): | | | | | | | | | | | | | |
| Common unitholders | | | 34,045 | | | 34,045 | | | 34,045 | | | 34,045 | |
| Class B unitholders | | | 252 | | | 252 | | | 252 | | | 252 | |
| General Partner | | | 640 | | | 640 | | | 640 | | | 640 | |
| Weighted average units outstanding (diluted) (in thousands): | | | | | | | | | | | | | |
| Common unitholders | | | 38,324 | | | 38,519 | | | 38,324 | | | 38,519 | |
| Class B unitholders | | | 252 | | | 252 | | | 252 | | | 252 | |
| General Partner | | | 640 | | | 640 | | | 640 | | | 640 | |
| Earnings per unit (basic): | | | | | | | | | | | | | |
| Common unitholders | | $ | 0.15 | | $ | (0.42) | | $ | 0.32 | | $ | (0.25) | |
| Class B unitholders (3) | | | — | | | — | | | — | | | — | |
| General Partner | | | 0.15 | | | (0.42) | | | 0.32 | | | (0.25) | |
| Earnings per unit (diluted): | | | | | | | | | | | | | |
| Common unitholders (4) | | $ | 0.15 | | $ | (0.42) | | $ | 0.32 | | $ | (0.25) | |
| Class B unitholders (3) | | | — | | | — | | | — | | | — | |
| General Partner | | | 0.15 | | | (0.42) | | | 0.32 | | | (0.25) | |
| Cash distributions declared and paid in the period per unit (5) | | $ | 0.03 | | $ | 0.03 | | $ | 0.05 | | $ | 0.05 | |
| Subsequent event: Cash distributions declared and paid per unit relating to the period (6) | | $ | 0.03 | | $ | 0.03 | | $ | 0.05 | | $ | 0.05 | |
| (1) | Earnings per unit have been calculated in accordance with the cash distribution provisions set forth in the Partnership’s agreement of limited partnership (the “Partnership Agreement”). | ||||||||||||
| --- | --- | ||||||||||||
| (2) | This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates and based on the number of units outstanding at the record date. | ||||||||||||
| --- | --- | ||||||||||||
| (3) | When the distribution target is not met, there is no allocation of net income (loss) to Class B units. | ||||||||||||
| --- | --- |
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| (4) | Diluted weighted average units outstanding and earnings per unit diluted for the three and six months ended June 30, 2025 and 2024 does not reflect any potential common units relating to the Series A Preferred Units since the assumed issuance of any additional units would be anti-dilutive. |
|---|---|
| (5) | Refers to cash distributions declared and paid during the period. |
| --- | --- |
| (6) | Refers to cash distributions declared and paid subsequent to the period end. |
| --- | --- |
The Series A Preferred Units rank senior to the common units and Class B Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up. The Series A Preferred Units have a liquidation preference of $24.00 per unit, plus any Series A unpaid cash distributions, plus all accrued but unpaid distributions on such Series A Preferred Unit with respect to the quarter in which the liquidation occurs to the date fixed for the payment of any amount upon liquidation. The Series A Preferred Units are entitled to cumulative distributions from their initial issuance date, with distributions being calculated at an annual rate of 8.0% on the stated liquidation preference and payable quarterly in arrears within 45 days after the end of each quarter, when, as and if declared by the Board.
The Series A Preferred Units are generally convertible, at the option of the holders of the Series A Preferred Units, into common units at the applicable conversion rate. The conversion rate will be subject to adjustment under certain circumstances. In addition, the conversion rate will be redetermined on a quarterly basis, such that the conversion rate will be equal to $24.00 (the “Issue Price”) divided by the product of (x) the book value per common unit at the end of the immediately preceding quarter (pro-forma for per unit cash distributions payable with respect to such quarter) multiplied by (y) the quotient of (i) the Issue Price divided by (ii) the book value per common unit on February 2, 2017. In addition, the Partnership may redeem the Series A Preferred Units at any time until February 2, 2027 at the redemption price specified in the Partnership Agreement, provided, however, that upon notice from the Partnership to the holders of Series A Preferred Units of its intent to redeem, such holders may elect, instead, to convert their Series A Preferred Units into common units at the applicable conversion rate.
Upon a change of control of the Partnership, the holders of Series A Preferred Units will have the right to require cash redemption at 100% of the Issue Price. In addition, the holders of Series A Preferred Units will have the right to cause the Partnership to redeem the Series A Preferred Units on February 2, 2027 in, at the option of the Partnership, (i) cash at a price equal to 70% of the Issue Price or (ii) common units such that each Series A Preferred Unit receives common units worth 80% of the Issue Price (based on the volume-weighted average trading price, as adjusted for splits, combinations and other similar transactions, of the common units as reported on the NYSE for the 30 trading day period ending on the fifth trading day immediately prior to the redemption date) plus any accrued and unpaid distributions. In addition, subject to certain conditions, the Partnership has the right to convert the Series A Preferred Units into common units at the applicable conversion rate if the aggregate market value (calculated as set forth in the partnership agreement) of the common units into which the outstanding Series A Preferred Units are convertible, based on the applicable conversion rate, is greater than 130% of the aggregate Issue Price of the outstanding Series A Preferred Units.
The Series A Preferred Units have voting rights that are identical to the voting rights of the common units and Class B Units, except they do not have any right to nominate, appoint or elect any of the directors of the Board, except whenever distributions payable on the Series A Preferred Units have not been declared and paid for four consecutive quarters (a “Trigger Event”). Upon a Trigger Event, holders of Series A Preferred Units, together with the holders of any other series of preferred units upon which like rights have been conferred and are exercisable, may replace one of the members of the Board appointed by the General Partner with a person nominated by such holders, such nominee to serve until all accrued and unpaid distributions on the preferred units have been paid. The Series A Preferred Units are entitled to vote with the common units and Class B Units as a single class so that the Series A Preferred Units are entitled to one vote for each common unit into which the Series A Preferred Units are convertible at the time of voting.
On September 7, 2021, the Partnership entered into an exchange agreement with its general partner and KNOT whereby KNOT contributed to the Partnership all of KNOT’s IDRs in exchange for the issuance by the Partnership to KNOT of 673,080 common units and 673,080 Class B Units, whereupon the IDRs were cancelled (the “IDR Exchange”). The IDR Exchange closed on September 10, 2021. The Class B Units are a new class of limited partner interests which are not entitled to receive cash distributions in any quarter unless common unitholders receive a distribution of at least $0.52 for such quarter (the “Distribution Threshold”). When common unitholders receive a quarterly distribution at least equal to the Distribution Threshold, then Class B unitholders will be entitled to receive the same distribution as common unitholders.
For each quarter (starting with the quarter ended September 30, 2021) that the Partnership pays distributions on the common units that are at or above the Distribution Threshold, one-eighth of the number of Class B Units originally issued will be converted to common 28
Table of Contents units on a one-for-one basis until such time as no further Class B Units exist. The Class B Units will generally vote together with the common units as a single class.
As of December 31, 2024 and June 30, 2025, a total of 420,675 of the Class B Units had been converted.
On January 11, 2023, the Partnership declared a quarterly cash distribution with respect to the fourth quarter of 2022 of $0.026 per common unit. After the payment of the Partnership’s quarterly cash distributions in respect of the fourth quarter of 2022 through to the second quarter of 2025 inclusive, no Class B Units converted to common units. As a result, 252,405 out of the 673,080 Class B Units originally issued remain outstanding as of June 30, 2025.
As of June 30, 2025, 71.4% of the Partnership’s total number of common units outstanding representing limited partner interests were held by the public (in the form of 24,293,458 common units) and 28.4% of such units were held directly by KNOT (in the form of 9,661,255 common units). In addition, KNOT, through its ownership of the General Partner, held a 1.83% general partner interest (in the form of 640,278 general partner units) and a 0.3% limited partner interest (in the form of 90,368 common units). As of June 30, 2025, KNOT also held 208,333 Series A Preferred Units and 252,405 Class B Units.
Earnings per unit – basic is determined by dividing net income, after deducting the amount of net income attributable to the Series A Preferred Units and the distribution paid or to be made in relation to the period, by the weighted-average number of units outstanding during the applicable period.
The computation of limited partners’ interest in net income per common unit – diluted assumes the issuance of common units for all potentially dilutive securities consisting of 3,541,666 Series A Preferred Units and 252,405 Class B Units as of June 30, 2025. Consequently, the net income attributable to limited partners’ interest is exclusive of any distributions on the Series A Preferred Units. In addition, the weighted average number of common units outstanding has been increased assuming the Series A Preferred Units and Class B Units have been converted to common units using the if-converted method. The computation of limited partners’ interest in net income per common unit – diluted does not assume the issuance of Series A Preferred Units and Class B Units if the effect would be anti-dilutive.
The General Partner’s, Class B unitholders’ and common unitholders’ interest in net income was calculated as if all net income was distributed according to the terms of the Partnership Agreement, regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income. Rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of each quarter less the amount of cash reserves established by the Board to provide for the proper conduct of the Partnership’s business, including reserves for future capital expenditures, anticipated credit needs and capital requirements and any accumulated distributions on, or redemptions of, the Series A Preferred Units. Unlike available cash, net income is affected by non-cash items, such as depreciation and amortization, unrealized gains and losses on derivative instruments and unrealized foreign currency gains and losses.
17)Unit Activity
There was no movement in the number of common units, Class B Units, general partner units and Series A Preferred Units from December 31, 2024 until June 30, 2025.
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18)Trade Accounts Receivable and Other Current Assets
(a)Trade Accounts Receivable
Trade accounts receivable are presented net of provisions for expected credit loss. As of June 30, 2025 and December 31, 2024, there were no provisions for expected credit loss.
(b)Other Current Assets
The following table presents other currents assets of June 30, 2025 and December 31, 2024:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| (U.S. Dollars in thousands) | At June 30, 2025 | At December 31, 2024 | |||||
| Trade receivables | | $ | 7,085 | | $ | 6,251 | |
| Trade receivables due from KNOT and affiliates (see Note 14 (d)) | | | — | | | 804 | |
| Insurance claims for recoveries (refer to note 5) | | | 116 | | | 3,877 | |
| Refund of value added tax | | | 1,446 | | | 1,337 | |
| Prepaid expenses | | 1,988 | | 1,505 | | ||
| EU-ETS current asset (1) | | | 4,068 | | | — | |
| Other receivables | | 2,904 | | 1,019 | | ||
| Total other current assets | | $ | 17,607 | | $ | 14,793 | |
| (1) | The EUs Emission Trading Systems (EU ETS) require that companies are responsible for surrendering CO2 quotas (EU Allowances, EUA’s) to the authorities. EU ETS and the total EUA follows the consumption of bunkers, and the cost is treated like cost of bunkers when vessel is off-hire, i.e., EU-ETS/EUA is the owners’ cost when the vessel is off hire. EU-ETS/EUA is also owners’ cost for vessels operating in the spot market. | ||||||
| --- | --- |
19)Accrued expenses
The following table presents accrued expenses as of June 30, 2025 and December 31, 2024:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| (U.S. Dollars in thousands) | **** | At June 30, 2025 | | At December 31, 2024 | **** | ||
| Operating expenses | | $ | 2,928 | | $ | 3,629 | |
| Interest expenses | | 4,969 | | 4,936 | | ||
| EU ETS current liability (1) | | | 4,075 | | | — | |
| Other expenses | | 6,455 | | 2,900 | | ||
| Total accrued expenses | | $ | 18,427 | | $ | 11,465 | |
| (1) | The EUs Emission Trading Systems (EU ETS) require that companies are responsible for surrendering CO2 quotas (EU Allowances, EUA’s) to the authorities. EU ETS and the total EUA follows the consumption of bunkers, and the cost is treated like cost of bunkers when vessel is off-hire, i.e., EU-ETS/EUA is the owners’ cost when the vessel is off hire. EU-ETS/EUA is also owners’ cost for vessels operating in the spot market. | ||||||
| --- | --- |
20)Impairment of Long-Lived Assets
The carrying value of the Partnership’s fleet is regularly assessed as events or changes in circumstances may indicate that a vessel’s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life, and in such situation the carrying amount of the vessel is reduced to its estimated fair value. The Partnership considers factors related to vessel age, expected residual value, ongoing use of the vessels and equipment, shifts in market conditions and other impacting factors associated with the shuttle tanker business as well as the wider global oil and maritime transportation industries.
This exercise in the first and second quarters of 2025 and the first quarter of 2024 did not result in impairment of any Vessel. However, this exercise in respect of the second quarter of 2024 resulted in an impairment in respect of the Dan Cisne (owing to her sale on September 3, 2024) and the Dan Sabia (owing to the expiry of her charter contract, her high carrying value, and her smaller size not being optimal for the Brazilian market, therefore affecting the outlook for future employment). The carrying values of the Dan Cisne 30
Table of Contents and the Dan Sabia were written down to their estimated fair value, using a discounted cash flow valuation. Our estimates of future cash flows involve assumptions about future hire rates, vessel utilization, operating expenses, drydocking expenditures, vessel residual values, the remaining estimated life of our vessels, the potential for sale of the two vessels and discount rates. The Partnership’s consolidated statement of operations for the three months and six months ended June 30, 2024, includes a $5.8 million impairment charge related to the Dan Cisne and $10.6 million impairment charge related to the Dan Sabia. The impairment of the Dan Cisne and the Dan Sabia is included in the Partnership’s only segment, the shuttle tanker segment.
21)Acquisitions
Dan Sabia Sale; Live Knutsen Acquisition
On March 3, 2025, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired from KNOT, KNOT Shuttle Tankers 27 AS, the company that owns the shuttle tanker Live Knutsen (the “Live Knutsen Acquisition”). Simultaneously, KNOT Shuttle Tankers AS sold KNOT Shuttle Tankers 21 AS, the company that owns the shuttle tanker Dan Sabia, to KNOT (the “Dan Sabia Sale”). The purchase price for the Live Knutsen Acquisition was $100 million, less $73.4 million of outstanding indebtedness under the Live Loan Facility plus capitalized fees of $0.4 million. The sale price for the Dan Sabia Sale was $25.75 million and there was no related debt. The combination of the Live Knutsen Acquisition and the Dan Sabia Sale was settled by a net cash payment from KNOT Shuttle Tankers AS to KNOT of $1.2 million (relating to the difference between the prices of the respective transactions). Customary adjustments related to working capital and an associated interest rate swap were made following the closing.
KNOT Shuttle Tankers 27 AS, as borrower, had entered into a senior secured term loan facility on October 14, 2021 with SMBC Bank EU AG and others, the initial amount of which was $89.6 million. Following repayment of the quarterly installments due prior to March 3, 2025, the outstanding amount of this facility had been reduced to $73.4 million. In connection with the acquisition of KNOT Shuttle Tankers 27 AS, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors of this facility (the “Live Loan Facility”). The Live Loan Facility is repayable in quarterly installments with a final payment due at maturity of $65.9 million. The facility bears interest at a rate per annum equal to SOFR plus a margin of 2.01% including a Credit Adjustment Spread. The facility is secured by a mortgage on the Live Knutsen. The facility matures in October 2026.
The Live Knutsen is operating in Brazil on a charter contract with Galp Sinopec, for which the current fixed period expires in November 2026, and for which the charterer holds options for a further 6 years. As part of the Live Knutsen Acquisition, KNOT has agreed that if at any time until the end of the first option period (currently scheduled for November 2029) the Live Knutsen is not receiving from any charterer a rate of hire that is equal to or greater than the rate of hire then in effect and payable under the Galp Sinopec charter, then KNOT shall pay the Partnership such rate of hire that would have been in effect and payable under the Galp Sinopec charter; provided, however, that in the event that for any period during such period the Live Knutsen is chartered under a charter other than the Galp Sinopec charter and the rate of hire being paid under such charter is lower than the rate of hire that would have been in effect and payable under the Galp Sinopec charter during any such period, then KNOT shall pay the Partnership the difference between the rate of hire that would have been in effect and payable under the existing Live Knutsen charter during such period and the rate of hire that is then in effect and payable under such other charter. Thus, KNOT has effectively guaranteed the hire rate for the Live Knutsen until November 2029 on the same basis as if Galp Sinopec had exercised its options through such date.
The Board and the Conflicts Committee approved the purchase prices of the Live Knutsen Acquisition and the Dan Sabia Sale. The Conflicts Committee retained an outside financial advisor and outside legal counsel to assist with its evaluation of the Live Knutsen Acquisition and the Dan Sabia Sale. The cost of the fee paid to the financial advisor was divided equally between the Partnership and KNOT. Acquisition related costs of $0.03 million as of June 30, 2025, were capitalized as a component of the assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their estimated fair values at the date of acquisition. The purchase price of the acquisition has been allocated to the identifiable assets acquired. The details of the transaction are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Final | | Final | ||
| | | Live Knutsen | | Tuva Knutsen | ||
| | | March 3, | | September 3, | ||
| (U.S. Dollars in thousands) | 2025 | 2024 | ||||
| Purchase consideration (1) | | $ | 26,149 | | $ | 31,557 |
| Less: Fair value of net assets acquired: | | | | | | |
| Vessels and equipment (2) | | | 125,354 | | 125,161 | |
| Cash | | | 1,116 | | 1,782 | |
| Inventories | | | 346 | | 285 |
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| Derivatives assets (liabilities) | | | 213 | | 1,773 | |
|---|---|---|---|---|---|---|
| Others current assets | | | 2,113 | | 1,101 | |
| Long-term debt | | | (73,389) | | (69,038) | |
| Deferred debt issuance | | | 349 | | 404 | |
| Trade accounts payable | | | (129) | | (249) | |
| Accrued expenses | | | (3,851) | | (1,419) | |
| Amounts due to related parties | | | (1,510) | | (615) | |
| Contract liabilities: Unfavourable contract rights | | | (24,463) | | (27,628) | |
| Subtotal | | | 26,149 | | 31,557 | |
| Difference between the purchase price and fair value of net assets acquired | | $ | — | | $ | — |
| (1) | The purchase consideration comprises the following: | |||||
| --- | --- | |||||
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | Final | | Final | ||
| | | Live Knutsen | | Tuva Knutsen | ||
| | | March 3, | | September 3, | ||
| (U.S. Dollars in thousands) | 2025 | 2024 | ||||
| Asset swap - sale of the Dan Cisne | | $ | — | | $ | 30,000 |
| Asset swap - sale of the Dan Sabia | | | 26,960 | | | — |
| Cash consideration paid to KNOP (from KNOT) | | | — | | | (1,135) |
| Purchase price adjustments | | | (845) | | 2,659 | |
| Acquisition-related costs | | | 34 | | | 33 |
| Purchase price | | $ | 26,149 | | $ | 31,557 |
| (2) | Vessel and equipment includes allocation to drydocking (in thousands) of $1,067 and $910 related to the Live Knutsen and the Tuva Knutsen, respectively. |
|---|
22)Subsequent Events
The Partnership has evaluated subsequent events from the balance sheet date through September 29, 2025, the date at which the unaudited condensed consolidated financial statements were available to be issued, and determined that there are no other items to disclose, except as follows:
Cash Distributions
On July 2, 2025, the Partnership declared a quarterly cash distribution of $0.026 per common unit with respect to the quarter ended June 30, 2025, which was paid on August 7, 2025, to all common unitholders of record on July 28, 2025. On the same day, the Partnership declared a quarterly cash distribution to holders of Series A Preferred Units with respect to the quarter ended June 30, 2025 in an aggregate amount equal to $1.7 million, which was paid on August 6, 2025.
Common Unit Repurchase Program
On July 2, 2025, the Board authorized the repurchase of up to an aggregate of $10 million of the Partnership’s outstanding common units over the subsequent 12 months (the “Program”).
Purchases of common units under the Program will be at prevailing prices on the open market or in privately negotiated transactions, and will be subject to available liquidity, market conditions, credit agreement restrictions, applicable legal requirements, contractual obligations and other factors. The Program does not require the Partnership to acquire any specific number of common units. The Partnership intends to purchase common units under the Program opportunistically with available funds, while maintaining sufficient liquidity to fund its capital needs. The Program may be suspended from time to time, modified, extended or discontinued by Board at any time.
Pursuant to the Program, as of September 29, 2025, the Partnership had paid $1.64 million to repurchase an aggregate of 226,374 common units at an average price of $7.24 per common unit. Common units repurchased under the Program are being cancelled. 32
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Daqing Knutsen Acquisition
On July 2, 2025, the Partnership’s subsidiary, KNOT Shuttle Tankers AS, acquired KNOT Shuttle Tankers 37 AS, the company that owns the shuttle tanker Daqing Knutsen, from Knutsen NYK (the “Daqing Knutsen Acquisition”). The purchase price for the Daqing Knutsen Acquisition was $95 million, less $70.5 million of outstanding indebtedness under the secured credit facility related to the Daqing Knutsen (the “Daqing Facility”) plus capitalized fees of $0.3 million. The cost of the Daqing Knutsen Acquisition was therefore approximately $24.8 million, and was subject to customary post-closing adjustments for working capital and an interest rate swap. Contractual rights for the time charter contract associated with the Daqing Knutsen obtained in connection with this acquisition were unfavorable relative to market as of the acquisition date and, as a consequence, it is expected that a related contract liability will be recognized.
The Daqing Facility is repayable in quarterly installments with a final balloon payment (including the final quarterly installment) of $62.3 million due at maturity on June 13, 2027. The Daqing Facility bears interest at a rate equal to SOFR plus a margin of 1.94%. For a description of the Daqing Facility, please see Note 13 – Long-Term Debt- Daqing Facility.
The Daqing Knutsen is operating in Brazil on a charter contract with PetroChina, for which the current fixed period expires in July 2027, and for which the charterer holds options for a further 5 years. As part of the Daqing Knutsen Acquisition, Knutsen NYK has agreed that if at any time during the seven years following the closing date of the Daqing Knutsen Acquisition the Daqing Knutsen is not receiving from any charterer a rate of hire that is equal to or greater than the rate of hire then in effect and payable under the PetroChina charter, then Knutsen NYK shall pay the Partnership such rate of hire that would have been in effect and payable under the PetroChina charter; provided, however, that in the event that for any period during such seven years the Daqing Knutsen is chartered under a charter other than the PetroChina charter and the rate of hire being paid under such charter is lower than the rate of hire that would have been in effect and payable under the PetroChina charter during any such period, then Knutsen NYK shall pay the Partnership the difference between the rate of hire that would have been in effect and payable under the existing Daqing Knutsen charter during such period and the rate of hire that is then in effect and payable under such other charter. Thus, Knutsen NYK has effectively guaranteed the hire rate for the Daqing Knutsen until July 2032 on the same basis as if PetroChina had exercised its options through such date.
The Daqing Knutsen Acquisition was approved by the Board and the Conflicts Committee, who were supported by an outside independent financial advisor and outside legal counsel.
Revolving Credit Facilities
On August 15, 2025, the Partnership closed the refinancing of the first of its two $25 million revolving credit facilities, with the facility being rolled over with NTT TC Leasing Co.. The new facility will mature in August 2027, bears interest at a rate per annum equal to SOFR plus a margin of 2.3%, and has a commitment fee on any undrawn portion of the facility that varies based on the aggregate borrowing amount: 0.70% per annum for borrowings up to $10 million, 0.60% per annum for borrowings between $10 million and $20 million, and 0.50% per annum for borrowings exceeding $20 million. The commercial terms of the facility are substantially unchanged from the facility entered into in August 2023 with NTT Finance Corporation.
The Partnership is continuing discussions and negotiations with the lender under its second $25 million revolving credit facility, which will mature in November 2025. Management believes that this facility will be refinanced on acceptable and similar terms prior to its maturity.
Hilda Knutsen Charter Extension
On August 21, 2025, agreement was reached with Shell to extend the term of the current time charter for the Hilda Knutsen by three months firm (to June 2026) plus a further nine months at the Partnership`s option (to March 2027).
Tove Knutsen Sale and Leaseback Agreement
On September 16, 2025, the Partnership, through its wholly-owned subsidiary, KNOT Shuttle Tankers 34 AS, which owns the Tove Knutsen, sold the Tove Knutsen to, and leased her back from, a Japanese-based lessor for a lease period of 10 years. The gross sale price was $100 million and a portion of the proceeds was used to repay the outstanding loan secured by the vessel and to settle the related interest rate swaps. The bareboat rate under the lease consists of a fixed element per day and there is a fixed-price purchase obligation at maturity. Following closing and after repayment of the loan and settlement of the interest rate swaps, the Partnership realized net proceeds of approximately $32 million after fees and expenses. 33
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Bodil Knutsen Charter Extension
On September 22, 2025, agreement was reached with Equinor to extend the term of the current time charter for the Bodil Knutsen to a fixed term ending in March 2029, followed by two charterer’s options each of one year.
34
Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires, references in this report to the “Partnership,” “KNOT Offshore Partners,” “we,” “our,” “us” or like terms, refer to KNOT Offshore Partners LP and its subsidiaries. Those statements in this section that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See “Forward-Looking Statements” for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.
This section should be read in conjunction with our unaudited condensed consolidated financial statements for the periods presented elsewhere in this report, as well as our historical consolidated financial statements and notes thereto included in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 20-F”). Under our Partnership Agreement, KNOT Offshore Partners GP LLC, the general partner of the Partnership (the “General Partner”), has irrevocably delegated to the Partnership’s board of directors the power to oversee and direct the operations of, and to manage and determine the strategies and policies of, the Partnership. During the period from the Partnership’s initial public offering (“IPO”) in April 2013 until the time of the Partnership’s first annual general meeting (“AGM”) on June 25, 2013, the General Partner retained the sole power to appoint, remove and replace all members of the Partnership’s board of directors. From the first AGM, four of the seven board members became electable by the common unitholders and accordingly, from this date, the General Partner no longer retained the power to control the Partnership’s board of directors and, hence, the Partnership. As a result, the Partnership is no longer considered to be under common control with Knutsen NYK Offshore Tankers AS (“KNOT” or “Knutsen NYK”) and as a consequence, the Partnership no longer accounts for any vessel acquisitions from KNOT as transfer of a business between entities under common control.
General
We are a limited partnership formed to own, operate and acquire shuttle tankers primarily under long-term charters, which we define as charters of five years or more. Our fleet of shuttle tankers has been contributed to us by KNOT or purchased by us from KNOT. KNOT is jointly owned by TS Shipping Invest AS (“TSSI”) and Nippon Yusen Kaisha (“NYK”). TSSI is controlled by our Chairman and is a private Norwegian company with ownership interests in shuttle tankers, LNG tankers and product/chemical tankers. NYK is a Japanese public company with a fleet exceeding 800 vessels, including bulk carriers, car carriers, containerships, tankers and specialized vessels.
As of June 30, 2025, we had a modern fleet of eighteen shuttle tankers that operate primarily under charters with major oil and gas companies engaged in offshore oil production. Our primary business objective is to generate stable cash flows and provide a sustainable quarterly distribution per unit by chartering our vessels pursuant to long-term charters with high quality customers that generate long-term stable income, and by pursuing strategic and accretive acquisitions of shuttle tankers. Pursuant to the Omnibus Agreement we have entered into with KNOT in connection with the IPO (the “Omnibus Agreement”), we have the right to purchase from KNOT any shuttle tankers operating under charters of five or more years. This right will continue throughout the entire term of the Omnibus Agreement.
Recent Developments
Cash Distributions
On May 8, 2025, the Partnership paid a quarterly cash distribution of $0.026 per common unit with respect to the quarter ended March 31, 2025 to all common unitholders of record on April 28, 2025. On May 7, 2025, the Partnership paid a quarterly cash distribution to holders of Series A Preferred Units with respect to the quarter ended March 31, 2025 in an aggregate amount equal to $1.7 million.
On August 7, 2025, the Partnership paid a quarterly cash distribution of $0.026 per common unit with respect to the quarter ended June 30, 2025 to all common unitholders of record on July 28, 2025. On August 6, 2025, the Partnership paid a quarterly cash distribution to holders of Series A Preferred Units with respect to the quarter ended June 30, 2025 in an aggregate amount equal to $1.7 million.
Hilda Knutsen Charter
On January 1, 2025, the Hilda Knutsen continued to operate on a time charter contract with a subsidiary of KNOT, at a reduced charter rate. The charter ended on March 23, 2025 when the Hilda Knutsen began operating under a charter with Shell for a fixed period of one year. On August 21, 2025, agreement was reached with Shell to extend the term of the current time charter for the Hilda Knutsen by three months firm (to June 2026) plus a further nine months at the Partnership`s option (to March 2027). 35
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Torill Knutsen Insurance Claim
In January 2025, the final insurance claim payment was received in respect of repair work and loss of hire for the Torill Knutsen, which had arisen from the breakage of a generator rotor in January 2024.
Brasil Knutsen Charter
On January 21, 2025, Petrorio exercised its option to extend the contract of the Brasil Knutsen for two periods of 30 days from May 1, 2025, for redelivery on July 1, 2025. On April 15, 2025, Petrorio extended the redelivery timing for the Brasil Knutsen to September 2025. This redelivery is now expected in October 2025, promptly following which the Brasil Knutsen is due to commence operations with Equinor.
Vigdis Knutsen Charter
On January 24, 2025, Shell exercised its option to switch from a time charter on the Vigdis Knutsen to a bareboat charter. This change is expected to take effect in the fourth quarter of 2025. At the same time, the fixed duration of this charter was extended from 2027 to 2030, with an option for the charterer to extend the charter for two years.
Dan Sabia Sale; Live Knutsen Acquisition
On March 3, 2025, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired from KNOT, KNOT Shuttle Tankers 27 AS, the company that owns the shuttle tanker Live Knutsen (the “Live Knutsen Acquisition”). Simultaneously, KNOT Shuttle Tankers AS sold KNOT Shuttle Tankers 21 AS, the company that owns the shuttle tanker Dan Sabia, to KNOT (the “Dan Sabia Sale”). The purchase price for the Live Knutsen Acquisition was $100 million, less $73.4 million of outstanding indebtedness under the Live Loan Facility plus capitalized fees of $0.4 million. The sale price for the Dan Sabia Sale was $25.75 million and there was no related debt. The combination of the Live Knutsen Acquisition and the Dan Sabia Sale was settled by a net cash payment from KNOT Shuttle Tankers AS to KNOT of $1.2 million (relating to the difference between the prices of the respective transactions). Customary adjustments related to working capital and an associated interest rate swap were made following the closing.
KNOT Shuttle Tankers 27 AS, as borrower, had entered into a senior secured term loan facility on October 14, 2021 with SMBC Bank EU AG and others, the initial amount of which was $89.6 million. Following repayment of the quarterly installments due prior to March 3, 2025, the outstanding amount of this facility had been reduced to $73.4 million. In connection with the acquisition of KNOT Shuttle Tankers 27 AS, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors of this facility (the “Live Loan Facility”). The Live Loan Facility is repayable in quarterly installments with a final payment due at maturity of $65.9 million. The facility bears interest at a rate per annum equal to SOFR plus a margin of 2.01% including a Credit Adjustment Spread. The facility is secured by a mortgage on the Live Knutsen. The facility matures in October 2026.
The Live Knutsen is operating in Brazil on a charter contract with Galp Sinopec, for which the current fixed period expires in November 2026, and for which the charterer holds options for a further 6 years. As part of the Live Knutsen Acquisition, KNOT has agreed that if at any time until the end of the first option period (currently scheduled for November 2029) the Live Knutsen is not receiving from any charterer a rate of hire that is equal to or greater than the rate of hire then in effect and payable under the Galp Sinopec charter, then KNOT shall pay the Partnership such rate of hire that would have been in effect and payable under the Galp Sinopec charter; provided, however, that in the event that for any period during such period the Live Knutsen is chartered under a charter other than the Galp Sinopec charter and the rate of hire being paid under such charter is lower than the rate of hire that would have been in effect and payable under the Galp Sinopec charter during any such period, then KNOT shall pay the Partnership the difference between the rate of hire that would have been in effect and payable under the existing Live Knutsen charter during such period and the rate of hire that is then in effect and payable under such other charter. Thus, KNOT has effectively guaranteed the hire rate for the Live Knutsen until November 2029 on the same basis as if Galp Sinopec had exercised its options through such date.
The Partnership’s Board of Directors (the “Board”) and the conflicts committee of the Board (the “Conflicts Committee”) approved the purchase prices of the Live Knutsen Acquisition and the Dan Sabia Sale. The Conflicts Committee retained an outside financial advisor and outside legal counsel to assist with its evaluation of the Live Knutsen Acquisition and the Dan Sabia Sale.
Board of Directors Change
Effective April 1, 2025, the Partnership’s general partner appointed Mr. Masami Okubo to replace Mr. Yasuhiro Fukuda, both of whom are employees of Nippon Yusen Kabushiki Kaisha (“NYK”), to the Board.
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Raquel Knutsen Charter
On June 18, 2025, Repsol Sinopec exercised their option to extend their time charter on the Raquel Knutsen for three years, until June 2028.
Common Unit Repurchase Program
On July 2, 2025, the Board authorized the repurchase of up to an aggregate of $10 million of the Partnership’s outstanding common units over the subsequent 12 months (the “Program”).
Purchases of common units under the Program will be at prevailing prices on the open market or in privately negotiated transactions, and will be subject to available liquidity, market conditions, credit agreement restrictions, applicable legal requirements, contractual obligations and other factors. The Program does not require the Partnership to acquire any specific number of common units. The Partnership intends to purchase common units under the Program opportunistically with available funds, while maintaining sufficient liquidity to fund its capital needs. The Program may be suspended from time to time, modified, extended or discontinued by Board at any time.
As of September 29, 2025, the Partnership had paid $1.64 million to repurchase an aggregate of 226,374 common units at an average price of $7.24 per common unit. Common units repurchased under the Program are being cancelled.
Daqing Knutsen Acquisition
On July 2, 2025, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT Shuttle Tankers 37 AS, the company that owns the shuttle tanker Daqing Knutsen, from KNOT (the “Daqing Knutsen Acquisition”). The purchase price for the Daqing Knutsen Acquisition was $95 million, less $70.5 million of outstanding indebtedness under the credit facility related to the Daqing Knutsen (the “Daqing Facility”) plus $0.3 million of capitalized fees. The initial cost of the Daqing Knutsen Acquisition was therefore approximately $24.8 million, and is subject to customary post-closing adjustments for working capital and an associated interest rate swap.
The Daqing Facility is repayable in quarterly installments with a final balloon payment of $62.3 million due at maturity in June 2027. The Daqing Facility bears interest at a rate equal to SOFR plus a margin of 1.94%.
The Daqing Knutsen, a 154,000 deadweight ton DP2 Suezmax shuttle tanker was built by Cosco Shipping Heavy Industry and delivered to Knutsen NYK in 2022. The vessel is operating in Brazil on a charter contract with PetroChina, for which the current fixed period expires in July 2027, and for which the charterer holds options for a further 5 years. As part of the Daqing Knutsen Acquisition, Knutsen NYK has agreed that if at any time during the seven years following the closing date of the Daqing Knutsen Acquisition the Daqing Knutsen is not receiving from any charterer a rate of hire that is equal to or greater than the rate of hire then in effect and payable under the PetroChina charter, then Knutsen NYK shall pay the Partnership such rate of hire that would have been in effect and payable under the PetroChina charter; provided, however, that in the event that for any period during such seven years the Daqing Knutsen is chartered under a charter other than the PetroChina charter and the rate of hire being paid under such charter is lower than the rate of hire that would have been in effect and payable under the PetroChina charter during any such period, then Knutsen NYK shall pay the Partnership the difference between the rate of hire that would have been in effect and payable under the existing Daqing Knutsen charter during such period and the rate of hire that is then in effect and payable under such other charter. Thus, Knutsen NYK has effectively guaranteed the hire rate for the Daqing Knutsen until July 2032 on the same basis as if PetroChina had exercised its options through such date.
The Daqing Knutsen Acquisition was approved by the Board and the Conflicts Committee, who were supported by an outside independent financial advisor and outside legal counsel.
Revolving Credit Facilities
On August 15, 2025, the Partnership closed the refinancing of the first of its two $25 million revolving credit facilities, with the facility being rolled over with NTT TC Leasing Co.. The new facility will mature in August 2027, bears interest at a rate per annum equal to SOFR plus a margin of 2.3%, and has a commitment fee on any undrawn portion of the facility that varies based on the aggregate borrowing amount: 0.70% per annum for borrowings up to $10 million, 0.60% per annum for borrowings between $10 million and $20 million, and 0.50% per annum for borrowings exceeding $20 million. The commercial terms of the facility are substantially unchanged from the facility entered into in August 2023 with NTT Finance Corporation. 37
Table of Contents The Partnership is continuing discussions and negotiations with the lender under its second $25 million revolving credit facility, which will mature in November 2025. Management believes that this facility will be refinanced on acceptable and similar terms prior to its maturity.
Tove Knutsen Sale and Leaseback Agreement
On September 16, 2025, the Partnership, through its wholly-owned subsidiary, KNOT Shuttle Tankers 34 AS, which owns the Tove Knutsen, sold the Tove Knutsen to, and leased her back from, a Japanese-based lessor for a lease period of 10 years. The gross sale price was $100 million and a portion of the proceeds was used to repay the outstanding loan secured by the vessel and to settle the related interest rate swaps. The bareboat rate under the lease consists of a fixed element per day and there is a fixed-price purchase obligation at maturity. Following closing and after repayment of the loan and settlement of the interest rate swaps, the Partnership realized net proceeds of approximately $32 million after fees and expenses.
Bodil Knutsen Charter Extension
On September 22, 2025, agreement was reached with Equinor to extend the term of the current time charter for the Bodil Knutsen to a fixed term ending in March 2029, followed by two charterer’s options each of one year.
Results of Operations
Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | | | | | |||||
| | | June 30, | | | | | | | |||||
| (U.S. Dollars in thousands) | 2025 | 2024 | Change | % Change | |||||||||
| Time charter and bareboat revenues | | $ | 85,920 | | $ | 73,437 | | $ | 12,483 | | | 17 | % |
| Voyage revenues | | | — | | | 351 | | | (351) | | | (100) | % |
| Loss of hire insurance recoveries | | | 607 | | | 78 | | | 529 | | | 678 | % |
| Other income | | 533 | | 554 | | (21) | | (4) | % | ||||
| Vessel operating expenses | | 33,005 | | 26,952 | | 6,053 | | 22 | % | ||||
| Voyage expenses and commission | | | 944 | | | 584 | | | 360 | | | 62 | % |
| Depreciation | | 29,372 | | 27,748 | | 1,624 | | 6 | % | ||||
| Impairment | | | — | | | 16,384 | | | (16,384) | | | (100) | % |
| General and administrative expenses | | 1,555 | | 1,426 | | 129 | | 9 | % | ||||
| Interest income | | 903 | | 897 | | 6 | | 1 | % | ||||
| Interest expense | | (15,316) | | (16,863) | | 1,547 | | (9) | % | ||||
| Other finance income (expense) | | (199) | | 177 | | (376) | | (212) | % | ||||
| Realized and unrealized gain (loss) on derivative instruments | | (370) | | 1,797 | | (2,167) | | (121) | % | ||||
| Net gain (loss) on foreign currency transactions | | (267) | | 28 | | (295) | | (1,054) | % | ||||
| Income tax benefit (expense) | | (125) | | (213) | | 88 | | (41) | % | ||||
| Net income (loss) | | $ | 6,810 | | $ | (12,851) | | $ | 19,661 | | | (153) | % |
Time charter and bareboat revenues: Time charter and bareboat revenues increased by $12.5 million to $85.9 million for the three months ended June 30, 2025 compared to $73.4 million for the three months ended June 30, 2024. The increase was mainly due to inclusion of the Tuva Knutsen and the Live Knutsen in the fleet from September 3, 2024 and from March 3, 2025, respectively. Offsetting Dan Cisne and Dan Sabia leaving the fleet from September 3, 2024 and March, 3 2025, respectively and drydocking of the vessel Windsor Knutsen and Raquel Knutsen in the second quarter 2025. In addition, revenues in 2025 include revenues related to EU ETS.
Voyage revenues: Voyage revenues for the three months ended June 30, 2025 were $nil compared to $0.4 million for the same period last year. Voyage revenues for the three months ended June 30, 2024 relate to spot voyages performed by the Ingrid Knutsen and the Torill Knutsen , and no spot voyages were performed by any vessel for the three months ended June 30, 2025.
Loss of hire insurance recoveries: Loss of hire insurance recoveries for the three months ended June 30, 2025 were $0.6 million, compared to $0.1 million for the three months ended June 30, 2024. The loss of hire insurance recoveries in the three months ended June 30, 2025 related to the Live Knutsen in connection to an oil leakage from the propeller hub in the fourth quarter of 2022*.* The loss 38
Table of Contents of hire insurance recoveries in the three months ended June 30, 2024 related to the Brasil Knutsen in connection with repairs of a tunnel thruster reported in the second quarter of 2023.
Other income: Other income for the three months ended June 30, 2025 was $0.5 million compared to $0.6 million for the three months ended June 30, 2024.
Vessel operating expenses: Vessel operating expenses for the three months ended June 30, 2025 were $33.0 million, an increase of $6.0 million from $27.0 million in the three months ended June 30, 2024. The increase is mainly due to more vessels operating on time charter contracts and more vessels undergoing planned drydocking for the three months ended June 30, 2025 compared to same period last year. In addition, expenses in 2025 include costs related to EU ETS.
Voyage expenses and commission: Voyage expenses and commission for the three months ended June 30, 2025 were $0.9 million and relate to Windsor Knutsen and the bunker cost in relation to her planned dry-docking in Europe which was completed before she commenced on a new time charter contract on June 4, 2025. Voyage expenses and commission for the three months ended June 30, 2024 were $0.6 million and relate to bunker cost, commission and port costs for spot voyages performed by the Ingrid Knutsen and the Torill Knutsen.
Depreciation: Depreciation expense for the three months ended June 30, 2025 was $29.4 million compared to $27.8 million for the three months ended June 30, 2024.
Impairment: Impairment charge for the three months ended June 30, 2025 was $nil compared to $16.4 million for the three months ended June 30, 2024. The impairment charges for the three months ended June 30, 2024 relate to the Dan Cisne and the Dan Sabia. The carrying values of the Dan Cisne and the Dan Sabia were written down to their estimated fair values, using a discounted cash flow valuation.
General and administrative expenses: General and administrative expenses for the three months ended June 30, 2025 were $1.6 million compared to $1.4 million for the same period in 2024.
Interest income: Interest income was $0.9 million for each of the three months periods ended June 30, 2025 and 2024.
Interest expense: Interest expense for the three months ended June 30, 2025 was $15.3 million, a decrease of $1.6 million from $16.9 million for the three months ended June 30, 2024. The decrease is mainly due to repayment of outstanding debt and a lower SOFR rate.
Other finance income (expense): Other finance expense was $0.2 million for the three months ended June 30, 2025, compared to finance income of $0.2 million for the three months ended June 30, 2024.
Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized loss on derivative instruments for the three months ended June 30, 2025 was $0.4 million, compared to a gain of $1.8 million for the three months ended June 30, 2024, as set forth in the table below:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended | ||||
| | | June 30, | ||||
| (U.S. Dollars in thousands) | 2025 | 2024 | ||||
| Realized gain (loss): | | | | | ||
| Interest rate swap contracts | | $ | 2,521 | | $ | 3,987 |
| Total realized gain (loss): | | 2,521 | | 3,987 | ||
| Unrealized gain (loss): | | | | | ||
| Interest rate swap contracts | | (2,891) | | (2,190) | ||
| Total unrealized gain (loss): | | (2,891) | | (2,190) | ||
| Total realized and unrealized gain (loss) on derivative instruments: | | $ | (370) | | $ | 1,797 |
The total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to offset part of the exposure to interest rate changes in respect of outstanding or forecasted debt obligations was $421.2 million as of June 30, 2025 and $389.3 million as of June 30, 2024. The unrealized loss on derivative instruments in the three months ended June 30, 2025 was related to mark-to-market loss on on interest rate swaps of $2.9 million. The unrealized loss on derivative instruments in the three months ended June 30, 2024 was related to a mark-to-market loss on interest rate swaps of $2.2 million. 39
Table of Contents Net gain (loss) on foreign currency transactions: Net loss on foreign currency transactions for the three months ended June 30, 2025 was $0.3 million compared to a gain of $0.03 million for the three months ended June 30, 2024.
Income tax expense: Income tax expense for the three months ended June 30, 2025 was $0.1 million compared to $0.2 million for the three months ended June 30, 2024.
Net income (loss): As a result of the foregoing, the Partnership recorded net income of $6.8 million for the three months ended June 30, 2025, compared to net loss of $12.9 million for the three months ended June 30, 2024.
Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Six Months Ended | | | | | | | | ||||
| | | June 30, | | | | | | | |||||
| (U.S. Dollars in thousands) | 2025 | 2024 | Change | % Change | | ||||||||
| Time charter and bareboat revenues | | $ | 168,911 | | $ | 146,799 | | $ | 22,112 | 15 | % | | |
| Voyage revenues | | | 466 | | | 3,066 | | | (2,600) | | (85) | % | |
| Loss of hire insurance recoveries | | 607 | | | 78 | | 529 | 678 | % | | |||
| Other income | | 1,105 | | 1,109 | | (4) | (0) | % | | ||||
| Gain from disposal of asset | | | 1,342 | | | — | | | 1,342 | | 100 | % | |
| Vessel operating expenses | | 63,614 | | 52,861 | | 10,753 | 20 | % | | ||||
| Voyage expenses and commission | | | 1,711 | | | 2,219 | | | (508) | | (23) | % | |
| Depreciation | | 58,135 | | 55,490 | | 2,645 | 5 | % | | ||||
| Impairment | | — | | | 16,384 | | (16,384) | (100) | % | | |||
| General and administrative expenses | | 3,351 | | 3,063 | | 288 | 9 | % | | ||||
| Interest income | | 1,651 | | 1,725 | | (74) | (4) | % | | ||||
| Interest expense | | (30,218) | | (34,328) | | 4,110 | (12) | % | | ||||
| Other finance expense | | (351) | | (92) | | (259) | 282 | % | | ||||
| Realized and unrealized gain (loss) on derivative instruments | | (1,714) | | 6,799 | | (8,513) | (125) | % | | ||||
| Net gain (loss) on foreign currency transactions | | 107 | | (198) | | 305 | (154) | % | | ||||
| Income tax benefit (expense) | | (704) | | (354) | | (350) | 99 | % | | ||||
| Net income (loss) | | | 14,391 | | | (5,413) | | | 19,804 | | (366) | % | |
Time charter and bareboat revenues: Time charter and bareboat revenues increased by $22.1 million to $168.9 million for the six months ended June 30, 2025, compared to $146.8 million for the six months ended June 30, 2024. The increase was mainly due to inclusion of the Tuva Knutsen and the Live Knutsen in the fleet from September 3, 2024 and from March 3, 2025, respectively. Offsetting Dan Cisne and Dan Sabia leaving the fleet from September 3, 2024 and March, 3 2025, respectively and drydocking of the vessel Windsor Knutsen and Raquel Knutsen in the second quarter 2025. In addition, revenues in 2025 include revenues related to EU ETS.
Voyage revenues: Voyage revenues for the six months ended June 30, 2025 were $0.5 million compared to $3.1 million for the same period last year. Voyage revenues for the six months ended June 30, 2025 relate to spot voyages performed by the Dan Sabia, while spot voyages for the six months ended June 30, 2024 related to spot voyages performed by the Dan Cisne, Ingrid Knutsen and the Torill Knutsen.
Loss of hire insurance recoveries: Loss of hire insurance recoveries for the six months ended June 30, 2025 were $0.6 million compared to $0.1 million for the six months ended June 30, 2024. The loss of hire insurance recoveries in the six months ended June 30, 2025 related to the Live Knutsen in connection with an oil leakage from the propeller hub in the fourth quarter of 2022. The loss of hire insurance recoveries in the six months ended June 30, 2024 related to the Brasil Knutsen in connection with repairs of a tunnel thruster reported in the second quarter of 2023.
Other income: Other income was $1.1 for each of the six months periods ended June 30, 2025 and 2024.
Gain from disposal of asset: Gain from disposal of asset was $1.3 million for the six months ended June 30, 2025. The gain relates to the Dan Sabia Sale, which completed on March 3, 2025.
Vessel operating expenses: Vessel operating expenses for the six months ended June 30, 2025 were $63.6 million, an increase of $10.7 million from $52.9 million in the six months ended June 30, 2024. The increase is mainly due to more vessels operating on time charter 40
Table of Contents contracts and more vessels undergoing planned drydocking for the six months ended June 30, 2025 compared to same period last year. In addition, expenses in 2025 include costs related to EU ETS.
Voyage expenses and commission: Voyage expenses and commission for the six months ended June 30, 2025 were $1.7 million and relate to Windsor Knutsen and the bunker cost in relation to her planned dry-docking in Europe which was completed before she commenced on a new time charter contract on June 4, 2025. Voyage expenses and commission for the six months ended June 30, 2024 were $2.2 million and relate to bunker cost, commission and port costs for spot voyages performed by the Dan Cisne, the Ingrid Knutsen and the Torill Knutsen.
Depreciation: Depreciation expense for the six months ended June 30, 2025 was $58.1 million, compared to $55.5 million in the six months ended June 30, 2024.
Impairment: Impairment charge for the six months ended June 30, 2025 was $nil million compared to $16.4 million for the six months ended June 30, 2024. The impairment charge for the six month period ended June 30, 2024 related to the Dan Cisne and the Dan Sabia. The carrying values of the Dan Cisne and the Dan Sabia were written down to their estimated fair values, using a discounted cash flow valuation.
General and administrative expenses: General and administrative expenses for the six months ended June 30, 2025 were $3.4 million, compared to $3.1 million for the six months ended June 30, 2024.
Interest income: Interest income was $1.7 million for each of the six months periods ended June 30, 2025 and 2024.
Interest expense: Interest expense for the six months ended June 30, 2025 was $30.2 million, a decrease of $4.1 million from $34.3 million in the six months ended June 30, 2024. The decrease is mainly due to repayment of outstanding debt and a lower SOFR rate.
Other finance expense: Other finance expense was $0.4 million for the six months ended June 30, 2025, compared to $0.1 million for the six months ended June 30, 2024. Other finance expense is primarily related to bank fees and guarantee commissions.
Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized loss on derivative instruments for the six months ended June 30, 2025 was $1.7 million, compared to a gain of $6.8 million for the six months ended June 30, 2024 as set forth in the table below:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Six Months Ended | | ||||
| | | June 30, | | ||||
| (U.S. Dollars in thousands) | 2025 | 2024 | | ||||
| Realized gain (loss): | | | | | | | |
| Interest rate swap contracts | | $ | 5,631 | | $ | 8,050 | |
| Total realized gain (loss): | | 5,631 | | 8,050 | | ||
| Unrealized gain (loss): | | | | | | ||
| Interest rate swap contracts | | (7,345) | | (1,251) | | ||
| Total unrealized gain (loss): | | (7,345) | | (1,251) | | ||
| Total realized and unrealized gain (loss) on derivative instruments: | | $ | (1,714) | | $ | 6,799 | |
The total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to offset part of the exposure to interest rate changes in respect of outstanding or forecasted debt obligations was $421.2 million as of June 30, 2025 and $389.3 million as of June 30, 2024. The unrealized loss in the six months ended June 30, 2025 was related to mark-to-market loss on derivative on interest rate swaps of $7.3 million. The unrealized loss in the six months ended June 30, 2024 was related to a mark-to-market loss on interest rate swaps of $1.3 million.
Net gain (loss) on foreign currency transactions: Net gain on foreign currency transactions for the six months ended June 30, 2025 was $0.1, compared to a loss of $0.2 million for the six months ended June 30, 2024.
Income tax benefit (expense): Income tax expense for the six months ended June 30, 2025 was $0.7 million compared to income tax expense of $0.4 million for the six months ended June 30, 2024. 41
Table of Contents Net income (loss): As a result of the foregoing, the Partnership recorded a net income of $14.4 million for the six months ended June 30, 2025, compared to net loss of $5.4 million for the six months ended June 30, 2024.
Liquidity and Capital Resources
Liquidity and Cash Needs
We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of borrowings from commercial banks, cash generated from operations, and debt and equity financings. In addition to paying distributions, our other liquidity requirements relate to payment of operating costs, servicing our debt, payment of lease obligations, funding investments (including the equity portion of investments in vessels), funding working capital, including drydocking, and maintaining cash reserves against fluctuations in operating cash flows. As of September 29, 2025, we believe our sources of funds (assuming the current contracted rates are earned from our existing charters), including the undrawn portion of our revolving credit facilities of $38.5 million, are sufficient to meet our working capital and other cash requirements for our current business for at least the next twelve months, assuming that we are able to timely close refinancing of our revolving credit facility with SBI Shinsei in November 2025, and the senior secured loan facility secured by the Synnøve Knutsen, which matures in October 2025 with a repayment due at that time of $72.3 million, all on similar terms as our existing credit facilities.
The Partnership has commenced discussions and negotiations with its lending group and other institutions and advisors concerning the refinancing of its credit facilities that mature in the remainder of 2025. However, if the Partnership is not able to secure the refinancing of this debt, there will be insufficient liquid funds necessary to repay the debt at maturity. Although there is some judgement required in assessing this risk, given the negotiations that are already underway and given the Partnership’s history of successfully obtaining financing or refinancing its debt, management believes that it will be able to conclude a refinancing of all such facilities on similar terms (including that no re-leverage is required) prior to maturity. However, no assurance can be given that all such facilities will be timely refinanced on acceptable terms.
Generally, our long-term sources of funds are cash from operations, long-term bank borrowings and other debt and equity financings. Because we distribute our available cash, we expect to rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures.
On January 11, 2023, we reduced our quarterly common unit distribution to $0.026 per unit. We expect to continue to use our internally generated cash flow to provide for working capital, reduce our debt levels, strengthen our balance sheet and invest in accretive acquisitions.
Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in NOK, British Pounds and Euros. We have not made use of derivative instruments other than for interest rate and currency risk management purposes, and we expect to continue to economically hedge part of our exposure to interest rate fluctuations in the future by entering into new interest rate swap contracts when suitable opportunities arise.
We estimate that we will spend in total approximately $68.7 million for drydocking and classification surveys for the vessels in our fleet as of June 30, 2025, between 2025 and 2028, with approximately $21.2 million of this amount to be spent in the twelve months ending June 30, 2026. As our fleet matures and expands, our drydocking expenses will likely increase. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and society classification survey costs or are a component of our vessel operating expenses. We are not aware of any regulatory changes or environmental liabilities that we currently anticipate will have a material impact on our current or future operations. There will be further costs related to voyages to and from drydocking yards that will depend on the distance from the vessel’s ordinary trading area to the drydocking yard.
As of June 30, 2025, the Partnership had available liquidity of $104.8 million, which consisted of cash and cash equivalents of $66.3 million and undrawn capacity under the revolving credit facilities of $38.5 million. The Partnership’s total interest-bearing obligations outstanding as of June 30, 2025 were $918.6 million ($914.5 million net of debt costs). The average margin paid on the Partnership’s outstanding debt during the second quarter of 2025 was approximately 2.3% over the SOFR.
As of June 30, 2025, the Partnership had total $1,000.2 million in outstanding obligations, which include installments and interest on long-term debt, sale and leaseback commitments in respect of the Raquel Knutsen and the Torill Knutsen, interest commitments on 42
Table of Contents interest rate swaps and operating lease commitments. Of the total outstanding obligations, $231.4 million matures within one year and $768.8 million matures after one year.
The consolidated financial statements have been prepared assuming that the Partnership will continue as a going concern. As of June 30, 2025, the Partnership’s net current liabilities were $124.5 million. Included in current liabilities are $179.0 million of short-term loan obligations that, as of September 29, 2025, mature before June 30, 2026 and are therefore presented as current debt.
Currently, we do not have any off-balance sheet arrangements.
The following table summarizes our net cash flows from operating, investing and financing activities and our cash and cash equivalents for the periods presented:
Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Six Months Ended June 30, | | ||||
| (U.S. Dollars in thousands) | 2025 | 2024 | | ||||
| Net cash provided by (used in) operating activities | | $ | 67,980 | | $ | 60,572 | |
| Net cash provided by (used in) investing activities | | 827 | | (75) | | ||
| Net cash provided by (used in) financing activities | | (69,661) | | (67,710) | | ||
| Effect of exchange rate changes on cash | | 243 | | (89) | | ||
| Net increase in cash and cash equivalents | | (611) | | (7,302) | | ||
| Cash and cash equivalents at the beginning of the period | | 66,933 | | 63,921 | | ||
| Cash and cash equivalents at the end of the period | | $ | 66,322 | | $ | 56,619 | |
Net cash provided by operating activities
Net cash provided by operating activities increased by $7.4 million to $68.0 million in the six months ended June 30, 2025, compared to $60.6 million in the six months ended June 30, 2024. Before changes in working capital, cash provided by operating activities was $69.7 million for the six months ended June 30, 2025, an increase of $0.7 million compared to $69.0 million for the six months ended June 30, 2024. The increase of $0.7 million was primarily due to improved operational result compared with a small expenditure for the corresponding period of 2024. Changes in working capital decreased net cash provided by operating activities by $1.7 million for the six months ended June 30, 2025, a decrease of $6.7 million from a consumption of $8.4 million for the six months ended June 30, 2024.
Net cash provided by investing activities
Net cash provided by investing activities was $0.8 million in the six months ended June 30, 2025, compared to $0.1 million net cash used in investing activities the six months ended June 30, 2024. The increase is mainly related to Dan Sabia Sale and Live Knutsen Acquisition.
Net cash used in financing activities
Net cash used in financing activities during the six months ended June 30, 2025 of $69.7 million was mainly related to the following:
| ● | Repayment of long-term debt of $64.5 million related to ordinary installments; and |
|---|---|
| ● | Payment of cash distributions of $5.2 million. |
| --- | --- |
Net cash used in financing activities during the six months ended June 30, 2024 of $67.7 million was mainly related to the following:
| ● | Proceeds of $60 million from the drawdown on a new three-year loan facility secured by the Hilda Knutsen. |
|---|
This was offset by the following:
| ● | Repayment of long-term debt of $121.9 million, of which $58.5 million was repaid in connection with the refinancing of the maturing loan facility secured by the Hilda Knutsen; |
|---|
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| ● | Payment of cash distributions of $5.2 million; and |
|---|---|
| ● | Payment of debt issuance costs of $0.5 million in connection with the refinancing of the maturing loan facility secured by the Hilda Knutsen. |
| --- | --- |
Borrowing Activities
Long-Term Debt
As of June 30, 2025, and December 31, 2024, the Partnership had the following debt amounts outstanding:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | **** | June 30, | **** | December 31, | | ||
| (U.S. Dollars in thousands) | Vessel | | 2025 | | 2024 | | ||
| 345 million loan facility | Anna Knutsen, Tordis Knutsen, Vigdis Knutsen, Brasil Knutsen, Lena Knutsen | $ | 250,892 | | $ | 263,438 | | |
| 240 million loan facility | Windsor Knutsen, Bodil Knutsen, Carmen Knutsen, Fortaleza Knutsen, Recife Knutsen, Ingrid Knutsen | | 169,057 | | 186,792 | | ||
| Hilda loan facility | Hilda Knutsen | | | 52,500 | | 56,250 | | |
| 192.1 million loan facility | Synnøve Knutsen, Tove Knutsen | | 140,044 | | 144,597 | | ||
| 69 million Tuva loan facility | Tuva Knutsen | | | 65,156 | | | 67,744 | |
| 90 million Live loan facility | Live Knutsen | | | 72,146 | | | — | |
| 25 million revolving credit facility with NTT | | | | 1,500 | | | 1,500 | |
| 25 million revolving credit facility with Shinsei | | | 10,000 | | 25,000 | | ||
| Raquel Sale & Leaseback | Raquel Knutsen | | | 70,892 | | | 73,653 | |
| Torill Sale & Leaseback | Torill Knutsen | | | 86,398 | | | 90,679 | |
| Total long-term debt | | **** | $ | 918,585 | **** | $ | 909,653 | |
| Less: current installments | | | 181,060 | | 258,739 | | ||
| Less: unamortized deferred loan issuance costs | | | 2,030 | | 2,080 | | ||
| Current portion of long-term debt | | **** | | 179,030 | **** | | 256,659 | |
| Amounts due after one year | | | 737,525 | | 650,914 | | ||
| Less: unamortized deferred loan issuance costs | | | 2,076 | | 2,839 | | ||
| Long-term debt, less current installments, and unamortized deferred loan issuance costs | | | $ | 735,449 | | $ | 648,075 | |
All values are in US Dollars.
The Partnership’s outstanding debt of $918.6 million as of June 30, 2025, is repayable as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Sale & | | Period | | | | | | | | ||
| (U.S. Dollars in thousands) | **** | Leaseback | **** | repayment | **** | Balloon repayment | **** | Total | | ||||
| 2025 (excluding the six months ended June 30, 2025) | $ | 7,357 | | $ | 44,660 | $ | 81,077 | | $ | 133,094 | | ||
| 2026 | | 15,060 | | | 74,461 | | 284,203 | | | 373,724 | | ||
| 2027 | | 15,751 | | | 37,034 | | 95,098 | | | 147,883 | | ||
| 2028 | | 16,520 | | | 19,080 | | 78,824 | | | 114,424 | | ||
| 2029 | | | 17,232 | | | 6,154 | | | — | | | 23,386 | |
| 2030 and thereafter | | | 85,370 | | | 40,704 | | | — | | | 126,074 | |
| Total | | $ | 157,290 | | $ | 222,093 | | $ | 539,202 | | $ | 918,585 | |
As of June 30, 2025, the interest rates on the Partnership’s loan agreements were SOFR plus a fixed margin ranging from 2.0% to 2.4%. The average margin paid on the Partnership’s outstanding debt during the second quarter of 2025 was approximately 2.23% over SOFR.
For more information regarding the Partnership’s credit facilities outstanding as of December 31, 2024, please read Note 17—Long-Term Debt to our consolidated financial statements included in our 2024 20-F. Please see below for a description of additional credit 44
Table of Contents facilities or amendments to existing credit facilities entered into by the Partnership since December 31, 2024. The Partnership is in compliance with all covenants under its credit facilities.
Live Facility
On October 14, 2021, KNOT Shuttle Tankers 27 AS, the subsidiary owning the Live Knutsen, as borrower, entered into a $89.6 million term loan facility with SMBC Bank EU AG and others (the “Live Facility”). The Live Facility became one of the Partnership’s debt obligations upon closing of the Live Knutsen Acquisition on March 3, 2025. Following repayment of the quarterly installments due prior to March 3, 2025, the outstanding amount of this facility had been reduced to $73.4 million.
In connection with the acquisition of KNOT Shuttle Tankers 27 AS, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors of the Live Facility. The Live Facility is repayable in quarterly installments with a final payment due at maturity in October 2026 of $65.9 million. The facility bears interest at a rate per annum equal to SOFR plus a margin of 2.01% including a Credit Adjustment Spread. The facility is secured by a mortgage on the Live Knutsen.
The Live Facility contains the following primary financial covenants:
| ● | The borrower shall at all times maintain liquidity equal or greater than $500,000; |
|---|---|
| ● | Positive working capital of the Partnership, excluding amounts in respect of liabilities for instalments on long-term debt and capital lease payments falling due within twelve (12) months after the relevant calculation date and any group intercompany balances; |
| --- | --- |
| ● | Minimum liquidity of the Partnership of $15 million plus increments of $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 8 vessels and $1 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 12 additional vessels in excess of 8 vessels (of which a minimum of $10 million must be cash); |
| --- | --- |
| ● | Minimum book equity ratio for the Partnership of 30%; and |
| --- | --- |
| ● | Minimum EBITDA to interest ratio for the Partnership of 2.50. |
| --- | --- |
The Live Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including if the market value of the Live Knutsen is less than 125% of the outstanding loan under the Live Facility, upon a total loss or sale of the vessel and customary events of default.
Daqing Facility
On March 31, 2022, KNOT Shuttle Tankers 37 AS, the subsidiary owning the Daqing Knutsen, as borrower, entered into a $84.6 million term loan facility with Development Bank of Japan Inc. and others (the “Daqing Facility”). The Daqing Facility became one of the Partnership’s debt obligations upon closing of the Daqing Knutsen Acquisition on July 2, 2025 (see Note-20 Subsequent Events), and is therefore not included in the Partnership’s outstanding debt as of June 30, 2025. The Daqing Facility is repayable in quarterly installments with a final payment due at maturity on June 13, 2027, of $62.3 million, which includes the balloon payment and last quarterly installment. The facility bears interest at a rate per annum equal to SOFR plus a margin of 1.94%. In connection with the Daqing Knutsen Acquisition, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors. The facility is secured by a mortgage on the Daqing Knutsen.
The Daqing Facility contains the following primary financial covenants:
| ● | The borrower shall at all times maintain liquidity equal or greater than $500,000; |
|---|---|
| ● | Positive working capital of the Partnership; |
| --- | --- |
| ● | Minimum liquidity of the Partnership of $15 million (of which at least $10 million is required to be in cash) plus increments of $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 8 vessels and |
| --- | --- |
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| $1 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 12 additional vessels in excess of 8 vessels; | |
|---|---|
| ● | Minimum book equity ratio for the Partnership of 30%; and |
| --- | --- |
| ● | Minimum EBITDA to interest ratio for the Partnership of 2.50. |
| --- | --- |
The Daqing Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including if the market value of the Daqing Knutsen falls below 120% of the outstanding loan, upon total loss or sale of the vessel and customary events of default.
Revolving Credit Facilities
On August 15, 2025, the Partnership closed the refinancing of the first of its two $25 million revolving credit facilities, with the facility being rolled over with NTT TC Leasing Co. The new facility will mature in August 2027, bears interest at a rate per annum equal to SOFR plus a margin of 2.3%, and has a commitment fee on any undrawn portion of the facility that varies based on the aggregate borrowing amount: 0.70% per annum for borrowings up to $10 million, 0.60% per annum for borrowings between $10 million and $20 million, and 0.50% per annum for borrowings exceeding $20 million. The commercial terms of the facility are substantially unchanged from the facility entered into in August 2023 with NTT Finance Corporation.
The Partnership is continuing discussions and negotiations with the lender under its second $25 million revolving credit facility, which will mature in November 2025. Management believes that this facility will be refinanced on acceptable and similar terms prior to its maturity.
Tove Knutsen Sale and Leaseback Agreement
On September 16, 2025, the Partnership, through its wholly-owned subsidiary, KNOT Shuttle Tankers 34 AS, which owns the Tove Knutsen, sold the Tove Knutsen to, and leased her back from, a Japanese-based lessor for a lease period of 10 years. The gross sale price was $100 million and a portion of the proceeds was used to repay the outstanding loan secured by the vessel and to settle the related interest rate swaps. The bareboat rate under the lease consists of a fixed element per day and there is a fixed-price purchase obligation at maturity. Following closing and after repayment of the loan and settlement of the interest rate swaps, the Partnership realized net proceeds of approximately $32 million after fees and expenses.
Derivative Instruments and Hedging Activities
We use derivative instruments to reduce the risks associated with fluctuations in interest rates. We have a portfolio of interest rate swap contracts that exchange or swap floating rate interest to fixed rates, which, from a financial perspective, hedges our obligations to make payments based on floating interest rates. As of June 30, 2025, the Partnership’s net exposure to floating interest rate fluctuations on its outstanding debt was $273.8 million based on total interest-bearing debt outstanding of $918.6 million, less the Raquel Knutsen and the Torill Knutsen sale/leaseback facilities of $157.3 million, less interest rate swaps with a notional amount of $421.2 million and less cash and cash equivalents of $66.3 million. Our interest rate swap contracts mature between August 2025 and February 2032 and have an average maturity of approximately 1.8 years. Under the terms of the interest rate swap agreements, we will receive from the counterparty interest on the notional amount based on three-month and six-month SOFR and will pay to the counterparty a fixed rate. For the interest rate swap agreements above, we will pay to the counterparty a weighted average interest rate of 2.54%. The Partnership does not apply hedge accounting for derivative instruments, and its financial results are impaired by changes in the market value of such financial instruments.
Critical Accounting Estimates
The preparation of the unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that we believe to be reasonable. Our critical accounting estimates are important to the portrayal of both our financial condition and results of operations and require us to make subjective or complex assumptions or estimates about matters that are uncertain. For a description of our material accounting policies that involve higher degree of judgment, please read Note 2—Summary of Significant Accounting Policies of our consolidated financial statements included in our 2024 20-F filed with the SEC. 46
Table of Contents FORWARD-LOOKING STATEMENTS
This Report on Form 6-K contains certain forward-looking statements concerning future events and our operations, performance and financial condition and assumptions related thereto. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result,” “plan,” “intend” or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include statements with respect to, among other things:
| ● | market trends in the shuttle tanker or general tanker industries, including hire rates, factors affecting supply and demand, and opportunities for the profitable operations of shuttle tankers and conventional tankers; |
|---|---|
| ● | market trends in the production of oil in the North Sea, Brazil and elsewhere; |
| --- | --- |
| ● | KNOT’s and KNOT Offshore Partners’ ability to build shuttle tankers and the timing of the delivery and acceptance of any such vessels by their respective charterers; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to purchase vessels from KNOT in the future; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to enter into long-term charters, which KNOT Offshore Partners defines as charters of five years or more, or shorter-term charters or voyage contracts; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to refinance its indebtedness on acceptable terms and on a timely basis and to make additional borrowings and to access debt and equity markets; |
| --- | --- |
| ● | KNOT Offshore Partners’ distribution policy, forecasts of KNOT Offshore Partners’ ability to make distributions on its common units, Class B Units and Series A Preferred Units, the amount of any such distributions and any changes in such distributions; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to integrate and realize the expected benefits from acquisitions; |
| --- | --- |
| ● | impacts of supply chain disruptions and the resulting inflationary environment; |
| --- | --- |
| ● | KNOT Offshore Partners’ anticipated growth strategies; |
| --- | --- |
| ● | the effects of a worldwide or regional economic slowdown; |
| --- | --- |
| ● | turmoil in the global financial markets; |
| --- | --- |
| ● | fluctuations in currencies, inflation and interest rates; |
| --- | --- |
| ● | fluctuations in the price of oil; |
| --- | --- |
| ● | general market conditions, including fluctuations in hire rates and vessel values; |
| --- | --- |
| ● | changes in KNOT Offshore Partners’ operating expenses, including drydocking and insurance costs and bunker prices; |
| --- | --- |
| ● | recoveries under KNOT Offshore Partners’ insurance policies; |
| --- | --- |
| ● | the length and cost of drydocking; |
| --- | --- |
| ● | KNOT Offshore Partners’ future financial condition or results of operations and future revenues and expenses; |
| --- | --- |
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| ● | the repayment of debt and settling of any interest rate swaps; |
|---|---|
| ● | planned capital expenditures and availability of capital resources to fund capital expenditures; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to maintain long-term relationships with major users of shuttle tonnage; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to leverage KNOT’s relationships and reputation in the shipping industry; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to maximize the use of its vessels, including the re-deployment or disposition of vessels no longer under charter; |
| --- | --- |
| ● | the financial condition of KNOT Offshore Partners’ existing or future customers and their ability to fulfill their charter obligations; |
| --- | --- |
| ● | timely purchases and deliveries of newbuilds; |
| --- | --- |
| ● | future purchase prices of newbuilds and secondhand vessels; |
| --- | --- |
| ● | any impairment of the value of KNOT Offshore Partners’ vessels; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to compete successfully for future chartering and newbuild opportunities; |
| --- | --- |
| ● | acceptance of a vessel by its charterer; |
| --- | --- |
| ● | the impact of the Russian war with Ukraine, the conflict between Israel and Hamas and other conflicts in the Middle East; |
| --- | --- |
| ● | termination dates and extensions of charters; |
| --- | --- |
| ● | the expected cost of, and KNOT Offshore Partners’ ability to, comply with governmental regulations (including climate change regulations) and maritime self-regulatory organization standards, as well as standard regulations imposed by its charterers applicable to KNOT Offshore Partners’ business; |
| --- | --- |
| ● | availability of skilled labor, vessel crews and management; |
| --- | --- |
| ● | the effects of outbreaks of pandemics or contagious diseases, including the impact on KNOT Offshore Partners’ business, cash flows and operations as well as the business and operations of its customers, suppliers and lenders; |
| --- | --- |
| ● | KNOT Offshore Partners’ general and administrative expenses and its fees and expenses payable under the technical management agreements, the management and administration agreements and the administrative services agreement; |
| --- | --- |
| ● | the anticipated taxation of KNOT Offshore Partners and distributions to its unitholders; |
| --- | --- |
| ● | estimated future capital expenditures; |
| --- | --- |
| ● | Marshall Islands economic substance requirements; |
| --- | --- |
| ● | KNOT Offshore Partners’ ability to retain key employees; |
| --- | --- |
| ● | customers’ increasing emphasis on climate, environmental and safety concerns; |
| --- | --- |
| ● | the impact of any cyberattack; |
| --- | --- |
| ● | potential liability from any pending or future litigation; |
| --- | --- |
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| ● | potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists; |
|---|---|
| ● | future sales of KNOT Offshore Partners’ securities in the public market; |
| --- | --- |
| ● | KNOT Offshore Partners’ business strategy and other plans and objectives for future operations; and |
| --- | --- |
| ● | other factors listed from time to time in the reports and other documents that KNOT Offshore Partners files with the SEC, including its 2024 20-F and subsequent reports on Form 6-K. |
| --- | --- |
Forward-looking statements in this Report on Form 6-K are based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks discussed in this Form 6-K and our 2024 20-F. 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. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.
49
Table of Contents EXHIBITS
The following exhibits are filed as part of this report:
| Exhibit Number | Exhibit Description | |
|---|---|---|
| 4.1 | | Share Purchase Agreement, dated July 2, 2025, between KNOT Shuttle Tankers AS and Knutsen NYK Offshore Tankers AS, for the sale and purchase of the shares in KNOT Shuttle Tankers 37 AS |
| 4.2 | | Memorandum of Agreement, dated August 13, 2025, between KNOT Shuttle Tankers 34 AS and MI-DAS Line S.A. |
| 4.3 | | Addendum No. 1 to Memorandum of Agreement, dated August 13, 2025, between KNOT Shuttle Tankers 34 AS and MI-DAS Line S.A. |
| 4.4+ | | Bareboat Charter, dated August 13, 2025, between KNOT Shuttle Tankers 34 AS and MI-DAS Line S.A. |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase |
+Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential
50
Table of Contents SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KNOT OFFSHORE PARTNERS LP | |||
|---|---|---|---|
| | | ||
| Date: September 29, 2025 | By: | /s/ Derek Lowe | |
| Name: | Derek Lowe | ||
| Title: | Chief Executive Officer and Chief Financial Officer |
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Exhibit 4.1
SHARE PURCHASE Agreement
Between
Knutsen NYK Offshore Tankers AS
(as Seller)
And
KNOT Shuttle Tankers AS
(as Buyer)
for the sale and purchase of the shares in
KNOT Shuttle Tankers 37 AS
SHARE purchase Agreement
This agreement (this “Agreement”) is entered into on the 2 July 2025 between:
| (1) | Knutsen NYK Offshore Tankers AS, company registration no. 995 221 713 |
|---|
(the “Seller”), and
| (2) | KNOT Shuttle Tankers AS, company registration no. 998 942 829 |
|---|
(the “Buyer”).
The Seller and the Buyer are hereinafter individually referred to as a “Party” and jointly the “Parties”.
| 1 | Recitals |
|---|
WHEREAS:
| a) | KNOT Shuttle Tankers 37 AS, company registration no. 921 657 633, is a private limited liability company that has as its purpose to engage in shipowning activities, is duly incorporated under Norwegian law and has its registered place of business in Haugesund, Norway (the “Company”); |
|---|---|
| b) | The Seller is the sole owner of the ownership interest in the Company, with a share capital of NOK 30,000; |
| --- | --- |
| c) | The Company is the owner of the MT “Daqing Knutsen”, having IMO No. 9914656 (the “Vessel”); |
| --- | --- |
| d) | The Seller and the Buyer have agreed that the Buyer shall acquire 100% of the shares in the Company (the “Daqing Shares”) on the terms and conditions set forth in this Agreement. |
| --- | --- |
| 2 | Definitions |
| --- | --- |
In this Agreement, the following definitions shall have the following meanings:
a)Accounting Principles means the applicable Norwegian generally accepted accounting principles as defined by Norwegian law and regulations and accounting standards issued by the Norwegian Accounting Standards Board (Nw: Norsk Regnskapsstiftelse/NRS), applied on a consistent basis;
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b)Accounts means, in respect of the Company, its audited profit and loss and balance sheet statement as per the Accounts Date attached as Appendix 2;
c)Accounts Date means 31 December 2024;
d)Agreement shall have the meaning ascribed to such term in the preamble to this Agreement;
e)Business means the current business of the Company, being to own the Vessel, and charter the same under the Charter;
f)Business Day means a day on which banks are open for general banking business in Norway;
g)Buyer shall have the meaning ascribed to such term in the preamble to this Agreement;
h)Buyer Indemnitees shall have the meaning ascribed to such term in Clause 13.1;
i)Capitalized Fees means capitalized fees and transaction costs related to the financing of the Vessel as of 30 June, 2025, which are USD 278,934;
j)Charter **** means the time charterparty dated 15 May 2020, as amended, entered into between the Company as owner and the Charterer as charterer in respect of the Vessel;
k)Charterer means PetroChina International (America), Inc;
l)Closing shall have the meaning ascribed to such term in Clause 5.1;
m)Closing Date means the date when the Closing actually takes place according to Clause 5.1;
n)Companies Act means the Norwegian Limited Liability Companies Act of 1997;
o)Company shall have the meaning ascribed to such term in Clause 1;
p)Daqing Facility means the USD 84,575,000 Term Loan Facility in respect of the Vessel, dated 31 March 2022, and made between (i) the Company as borrower, (ii) the Seller as original guarantor (iii) the banks and financial institutions listed in Schedule 1 thereto as lenders, (iv) Development Bank of Japan Inc, Mizuho Bank LTD and M and MUFG BANK (EUROPE) N.V as bookrunners and mandated lead arrangers, (v) Mizuho Bank LTD and MUFG BANK (EUROPE) N.V as swap providers and (vi) Mizuho Bank LTD as agent and security agent;
q)Daqing Purchase Price shall have the meaning ascribed to such term in Clause 4;
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r)Daqing Purchase PriceAdjustments shall have the meaning ascribed to such term in Clause 5.4;
s)Daqing Sharesshall have the meaning ascribed to such term in Clause 1;
t)Encumbrancemeans any mortgage, charge, pledge, lien, option or other security interest or restriction of any kind;
u)Governmental Authoritymeans any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization;
v)Indemnified Partyshall have the meaning ascribed to such term in Clause 13.3;
w)Indemnifying Partyshall have the meaning ascribed to such term in Clause 13.3;
x)Lossesmeans any loss, liability, claim, damage, expense (including costs of investigation and defence and reasonable attorneys’ fees) or diminution of value, whether or not involving a Third-Party Claim;
y)Material Adverse Effect means a material adverse effect on the condition (financial, commercial, technical, legal or otherwise) of the Business, assets, results of operations or prospects of the Company;
z)Material Agreementshall have the meaning ascribed to such term in Clause 0;
aa)Partyshall have the meaning ascribed to such term in the preamble to this Agreement;
bb)Partiesshall have the meaning ascribed to such term in the preamble to this Agreement;
cc)Partnershipmeans KNOT Offshore Partners LP, a Marshall Islands limited partnership;
dd)Sellershall have the meaning ascribed to such term in the preamble to this Agreement;
ee)Seller Indemnitiesshall have the meaning ascribed to such term in Clause 13.2;
ff)Signing Datemeans the date of this Agreement;
gg)Swap Agreementsmeans the 2002 ISDA master agreements entered into between the Company and MUFG Securities (Europe) N.V. and
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the Schedule thereto, dated 26 July 2022 relating to the Daqing Facility;
hh)Swap Balancemeans the balance under the Swap Agreements as determined according to a mark-to-market determination as of the Closing Date and applying the middle rate for USD/NOK as published by SMBC BANK EU on the Closing Date*.* As of 31 May, 2025 the Swap Balance (being the balance under swaps entered into with MUFG Securities (Europe) N.V. was USD 44.446 ex accrued interest (favoring the Company);
ii)Taxes means all taxes (including value-added tax and similar taxes), however denominated, including interest, penalties and other additions to tax that may become payable or imposed by any applicable statute, rule or regulation or any governmental agency, including all taxes, withholdings and other charges in respect of income, profits, gains, payroll, social security or other social benefit taxes, sales, use, excise, real or personal property, stamps, transfers and workers’ compensation, which the Company is required to pay, withhold or collect;
jj)Third-Party Claim shall have the meaning ascribed to such term in Clause 13.3; and
kk)Vessel shall have the meaning ascribed to such term in Clause 1.
| 3 | Sale and Purchase |
|---|
Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, and the Buyer agrees to purchase, the Daqing Shares, together with all rights attached to them.
The Daqing Shares shall be transferred to the Buyer on the Closing Date, free and clear from any Encumbrances, other than pursuant to the Daqing Facility.
| 4 | Purchase Price |
|---|
The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller the Daqing Shares for USD 95,000,000, less USD 70,479,167 of outstanding principal under the Daqing Facility at Closing, plus the Capitalized Fees in the amount of USD 278,934 (the “Daqing Purchase Price”), plus the Daqing Purchase Price Adjustments, all in accordance with and subject to the terms and conditions set forth in this Agreement.
The Daqing Purchase Price as calculated above is based on the assumption that the effective date for the transaction is 1 July 2025 despite that Closing occurs within 2 July, 2025 at 00:01 CET. If Closing should occur at another time the Parties shall agree on an adjusted Daqing Purchase Price to be paid on Closing, to reflect accrued interest, currency fluctuations and paid instalments (as applicable) in respect of the Daqing Facility and the Capitalized Fees.
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| 5 | Closing |
|---|---|
| 5.1 | Time and place |
| --- | --- |
Subject to the satisfaction or waiver of the conditions set forth in Clause 6, the completion of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of the Seller on 2 July , 2025 or such other time as the Parties agree.
| 5.2 | The Seller’s Closing obligations |
|---|
At the Closing, the Seller shall:
| a) | deliver to the Buyer a copy of the minutes of the meeting of the board of directors of the Seller authorising the execution of, and the consummation of the transaction contemplated by, this Agreement; and |
|---|---|
| b) | in exchange for the payment of the Daqing Purchase Price, transfer the Daqing Shares to the Buyer and deliver to the Buyer the share register of the Company with the Buyer duly registered as the owner of the Daqing Shares, as well as the related notices according to Sections 4-7 and 4-10 of the Companies Act. |
| --- | --- |
| 5.3 | The Buyer’s Closing obligations |
| --- | --- |
At the Closing, the Buyer shall
| a) | settle the Daqing Purchase Price in accordance with Clause 4. |
|---|---|
| 5.4 | Post-Closing Adjustment |
| --- | --- |
| a) | Within 80 days following the Closing Date, the Buyer and the Seller shall agree on the amount of the post-Closing adjustments to the Daqing Purchase Price based on: |
| --- | --- |
| (i) | the Company’s working capital, including the amounts owed to KNOT Management AS pursuant to Clause 8.8b) of this Agreement as of 00:01 hours CET on 1 July , 2025; and |
| --- | --- |
| (ii) | the Swap Balance; |
| --- | --- |
(the “Daqing Purchase Price Adjustments”).
| b) | Within 3 business days following the date on which the Daqing Purchase Price Adjustments have been agreed pursuant to Clause 5.4 a) above, the Buyer or the Seller (as the case may be) shall pay to the other Party an amount, in cash, equal to the net Daqing Purchase Price Adjustments. Any amounts other than those covered by the Daqing Purchase Price Adjustments varying in the period between the Signing Date and the Closing Date shall be for Seller’s account. |
|---|
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| 6 | Closing Conditions |
|---|---|
| 6.1 | Conditions to the Buyer’s Closing obligations |
| --- | --- |
The obligations of the Buyer to purchase the Daqing Shares and to take the other actions required to be taken by it at the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the Buyer) on or before the Closing Date:
| a) | that the Vessel has been delivered to the Charterer and operated in accordance with the provisions of the Charter and that all costs and expenses related thereto have been settled by the Seller; |
|---|---|
| b) | there is no material breach of any of the representations and warranties of the Seller set forth in Clause 8 and Clause 0; |
| --- | --- |
| c) | the Buyer shall have obtained the funds necessary to consummate the purchase of the Daqing Shares in accordance with the terms of this Agreement, and to pay all related fees and expenses ; |
| --- | --- |
| d) | in all respects material to the transactions contemplated hereby, the Seller shall have performed or complied with all of its obligations pursuant to this Agreement to be performed or complied with by the Seller at or prior to the Closing Date and shall have delivered each document or instrument to be delivered by it pursuant to this Agreement; and |
| --- | --- |
| e) | the results of the searches, surveys, tests and inspections of the Vessel referred to in Clause 10.1 h) are reasonably satisfactory to the Buyer. |
| --- | --- |
| 6.2 | Conditions to the Seller’s Closing obligations |
| --- | --- |
The obligations of the Seller to sell the Daqing Shares and to take the other actions required to be taken by it at the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the Seller) on or before the Closing Date:
| a) | there is no material breach of any of the representations and warranties of the Buyer set forth in Clause 7; |
|---|---|
| b) | At Closing, the Buyer shall procure that the Partnership accede to the Daqing Facility as “Guarantor” by way of an “Accession Letter” set out therein, and that the Daqing Shares are pledged as contemplated by the Daqing Facility, and procure that relevant conditions precedent under the Daqing Facility relating to the Partnership and/or the Buyer have been satisfied. At Closing, the Seller shall be released from its guarantee obligations under the Daqing Facility; and |
| --- | --- |
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| c) | in all respects material to the transactions contemplated hereby, the Buyer shall have performed or complied with all of its obligations pursuant to this Agreement to be performed or complied with by the Buyer at or prior to the Closing Date and shall have delivered each document or instrument to be delivered by it pursuant to this Agreement. |
|---|---|
| 6.3 | Conditions of the Parties. |
| --- | --- |
The obligations of Seller to sell the Daqing Shares and the obligations of Buyer to purchase the Daqing Shares are subject to the satisfaction (or waiver by each of Seller and Buyer) on or prior to the Closing Date of the following conditions:
| a) | The Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Charter, the Daqing Facility and the Swap Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Daqing Shares; and |
|---|---|
| b) | No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Daqing Shares. |
| --- | --- |
| 7 | Representations and Warranties of the Buyer |
| --- | --- |
The Buyer represents and warrants to the Seller that as of the Signing Date and on the Closing Date, unless otherwise expressly stated:
| 7.1 | Corporate existence and power |
|---|
The Buyer is duly incorporated, validly existing and in good standing under the laws of Norway.
The Buyer has not been declared insolvent; become the subject of a petition in bankruptcy; had a receiver appointed with respect to it or to the business of the Buyer or part thereof; entered into any arrangement with, or made an assignment for the benefit of, its creditors; or ceased to function as a going concern.
| 7.2 | Corporate authorisation and non-contravention |
|---|
This Agreement and each other document or instrument delivered or to be delivered in connection with this Agreement has been duly authorised by all necessary corporate action(s) of the Buyer and constitutes or will, when executed, constitute valid and binding obligations of the Buyer enforceable in accordance with its respective terms.
7
The execution by the Buyer of this Agreement and each other document or instrument delivered or to be delivered in connection with it, and the performance by the Buyer of its obligations under this Agreement and the consummation of the transactions provided for in this Agreement, do not and will not result in a breach of any provision of the articles of association of the Buyer or of any applicable law, order, judgment or decree of any court or Governmental Authority or of any agreement to which the Buyer is bound.
The Buyer is not required to obtain any authorisations, consents, approvals or exemptions by any Governmental Authority in connection with the entering into or performance of its obligations under this Agreement.
| 8 | REPRESENTATIONS AND Warranties of the Seller |
|---|
The Seller represents and warrants to the Buyer as of the Signing Date and on the Closing Date, unless otherwise expressly stated:
| 8.1 | Corporate existence and power |
|---|
Each of the Company and the Seller is duly incorporated, validly existing and in good standing under the laws of Norway.
Each of the Company and the Seller has not been declared insolvent; become the subject of a petition in bankruptcy; had a receiver appointed with respect to it or to the Business or part thereof; entered into any arrangement with, or made an assignment for the benefit of, its creditors; or ceased to function as a going concern.
The Company does not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company or other entity.
| 8.2 | Corporate authorisation and non-contravention |
|---|
This Agreement and each other document or instrument delivered or to be delivered in connection with this Agreement has been duly authorised by all necessary corporate action(s) of each of the Company and the Seller, as appropriate, and constitutes or will, when executed, constitute valid and binding obligations of each of the Company and the Seller, as appropriate, enforceable in accordance with its respective terms.
The execution by each of the Company and the Seller, as appropriate, of this Agreement and each other document or instrument delivered or to be delivered in connection with it, and the performance by each of the Company and the Seller, as appropriate, of its obligations under this Agreement and the consummation of the transactions provided for in this Agreement, do not and will not result in a breach of any provision of the articles of association of each of the Company and the Seller, as appropriate, or of any applicable law, order, judgment or decree of any court or Governmental Authority or of any agreement to which each of the Company and the Seller, as appropriate, is bound.
Each of the Company and the Seller, as appropriate, is not required to obtain any authorisations, consents, approvals or exemptions by any Governmental Authority in connection with the entering into or performance of its obligations under this Agreement.
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| 8.3 | Capitalisation and title |
|---|
The Seller has full ownership to the Daqing Shares. The Daqing Shares are duly authorised, validly issued and fully paid and at Closing, will be free and clear from any Encumbrances, other than pursuant to the Daqing Facility.
There is no outstanding subscription, option or similar rights relating to the Daqing Shares.
| 8.4 | Records |
|---|
The Company’s articles of association, shareholders’ register and other organizational documents are true, accurate, up-to-date and complete.
| 8.5 | Charter documents; validity of the Charter |
|---|
The Seller has supplied to the Buyer true and correct copies of the Charter and any related documents, as amended to the Closing Date. The Charter is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and, to the knowledge of the Seller, the Charter is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms.
| 8.6 | Accounts |
|---|
The Accounts have been prepared in accordance with the Accounting Principles and in accordance with the books and records of the Company. The Accounts give a true and accurate view of the financial position, solvency, assets, liabilities, liquidity, cash flow and the result of the operations of the Company as of the Accounts Date.
| 8.7 | No undisclosed liabilities |
|---|
Neither the Company nor the Vessel has any Encumbrances, or other liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation), except for such liabilities or obligations arising under the Charter, the Daqing Facility, the Swap Agreements, the management agreement relating to the Vessel with KNOT Management AS, the inter-company balances described in Clause 8.8 b) and the Encumbrances appearing in the ship registry of the Vessel and arising under the Daqing Facility and the Swap Agreements.
| 8.8 | Loans and other financial facilities |
|---|
All loans and other financial facilities available to the Company have been made available for review by the Buyer.
| a) | As of the Signing Date, the principal outstanding amount under the Daqing Facility in respect of the Vessel is USD 70,479,167.64 where the next instalments of USD 1,174,652.78 is due 16 September, 2025; |
|---|---|
| b) | As of 31 May 2025, the non-interest bearing inter-company balance between the Company (as borrower) and KNOT Management AS (as lender) was NOK 1,755,702. |
| --- | --- |
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No event has occurred which gives, or after notice or lapse of time, or both, would give any third party the right to call for repayment from the Company prior to normal maturity of any loan or other financial facility. The Company is not indebted, directly or indirectly, to any person who is an officer, director, stockholder or employee of the Seller or any spouse, child or other relative or any affiliate of any such person, nor is any such officer, director, stockholder, employee, relative or affiliate indebted to the Company.
| 8.9 | Assets |
|---|
At the Closing Date, the Company shall not be using assets in the Business that it neither owns nor has the right to use pursuant to written agreements with third parties. At the Closing Date, the assets of the Company will comprise all the assets necessary for carrying on the Business fully and effectively to the extent to which it is conducted at the Signing Date.
| 8.10 | Absence of certain changes or events |
|---|
Since the Accounts Date, there has not occurred or arisen:
| a) | any change of accounting methods, principles or practices, accounting, invoicing and supplier practice or procedures for the Company; |
|---|---|
| b) | any acquisition or disposal of, or the entering into any agreement to acquire or dispose of, any asset, other than the sale of products in the ordinary course of business; |
| --- | --- |
| c) | the termination of any Material Agreement, other than the Commercial Management Agreement dated 1 July 2020 between the Company and KNOT Management AS pursuant to the Agreement on Termination of the Commercial Management Agreement dated 1 July 2025; |
| --- | --- |
| d) | any obligations, commitments or liabilities, contingent or otherwise, whether for Taxes or otherwise, except obligations, commitments and liabilities arising in the ordinary course of business; |
| --- | --- |
| e) | any event or condition, whether covered by insurance or not, which has resulted in or may result in a Material Adverse Effect; or |
| --- | --- |
| f) | the entering into of any agreements or commitments other than on customary terms. |
| --- | --- |
| 8.11 | Agreements |
| --- | --- |
Each Material Agreement is in full force and effect. No other Material Agreements will be entered into by the Company prior the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). The Company has fulfilled all material obligations required pursuant to
10
the Material Agreements to have been performed by it prior to the Signing Date and has not waived any material rights thereunder.
There has not occurred any material default on the part of the Company under any of the Material Agreements, or to the knowledge of the Seller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Company under any of the Material Agreements nor, to the knowledge of the Seller, has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Material Agreements.
The term “Material Agreement” means each agreement, contract or other undertaking by or of the Company (a) that is of material importance to the Business or (b) the value of which, in respect of total turnover during one year, is not less than USD 50,000, provided, however, that such term includes the Charter, the Daqing Facility and the Swap Agreements.
| 8.12 | Insurance |
|---|
The Company maintains insurance policies on fire, theft, loss, disruption, product and general liability and other forms of insurance with reputable insurers that would reasonably be judged to be sound and required for the Business.
The Company’s insurance policies do not contain any provisions regarding a change of control or ownership of the insured.
The Company is in compliance with all terms and conditions contained in the insurance policies, and nothing has been done or omitted to be done that would make any insurance policy or insurance void or voidable or that would result in a reduction of the coverage (No: avkortning).
| 8.13 | Environmental matters |
|---|
The Company is not and has not been in breach of any applicable laws (whether civil, criminal or administrative), statutes, regulations, directives, codes, judgments, orders or any other measures imposed by any governmental, statutory or regulatory body with regard to the pollution or the protection of the environment or to the protection of human health or human safety, or any other living organisms supported by the environment.
There is no current governmental investigation or disciplinary proceeding relating to any alleged breach of any law or permit by the Company, and none is pending, nor threatened.
The Company has not, other than as permitted under applicable permits or applicable laws or regulations held from time to time, disposed of, discharged, released, placed, dumped or emitted any hazardous substances, such as pollutants, contaminants, hazardous or toxic materials, wastes or chemicals. Neither the Seller nor the Company has received any formal or informal notice or other communication from which it appears that the Company may be or has been in violation of any laws or permits. There are no actual or contingent obligations on the Company to pay money or carry out any work in order to keep or be granted an extension or renewal of any existing permit. There are no facts or circumstances that could result in such an obligation. The properties used by the Company are not made of or do not contain any form of asbestos or any other toxic substance that may cause damage to the health of the persons working or visiting the premises.
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| 8.14 | Compliance with laws |
|---|
The Company has at all times conducted the Business in accordance with and have complied with any applicable laws in Norway and in any other relevant countries relating to each of their operations and the Business.
All necessary licences, consents, permits and authorisations have been obtained by the Company enable the Company to carry on the Business in the places and in the manner in which such Business is now conducted and all such licences, consents, permits and authorisations are valid and subsisting and have been complied with in all respects.
| 8.15 | Litigation |
|---|
There are no claims, actions, lawsuits, administrative, governmental, arbitration or other legal proceedings (including but not limited to proceedings related to Taxes) pending or threatened against or involving the Company, the Business or properties or assets of the Company and which would result in a Material Adverse Effect if adversely determined.
| 8.16 | Taxes |
|---|
The Company has properly filed with the appropriate Tax authorities all Tax returns and reports required to be filed for all Tax periods ending prior to the Closing Date. Such filings are true, correct and complete. All information required for a correct assessment of Taxes has been provided.
The Tax returns of the Company have been assessed and approved by the Tax authorities through the Tax years up to and including the years for which such assessment and approval is required, and the Company is not subject to any dispute with any such authority.
All Taxes that have become due have been fully paid or fully provided for in the Accounts, and the Company shall not be liable for any additional Tax pertaining to the period before the Accounts Date. All Taxes for the period after the Accounts Date have been fully paid when due.
There are no Tax audits, Tax disputes or Tax litigation pending or threatened against or involving the Company. There is no basis for assessment of any deficiency in any Taxes against the Company that has not been provided for in the Accounts or that has not been paid.
The Company is not and has not been involved in any transaction that could be considered as Tax-evasive. All losses for Tax purposes incurred by of the Company are trading losses and are available to be carried forward and set off against income in succeeding periods without limitation and have been accepted by the relevant Tax authorities.
The Company is not and has not been subject to any Tax outside its respective country of fiscal residence.
| 8.17 | Relationship with the Seller |
|---|
Except as disclosed to the Buyer, there are no written or oral agreements or arrangements between the Company and the Seller, and no liabilities or obligations (contingent or otherwise) owed by the Company to the Seller.
No services provided by the Seller to the Company are necessary in the ordinary course of business.
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No payments of any kind, including, but not limited to management charges, have been made by the Company to the Seller, save for payments under agreements or arrangements made on an arm’s-length basis in accordance with applicable law and regulations.
| 8.18 | Information |
|---|
All documents provided to the Buyer by or on behalf of the Seller or the Company are true and correct, and no document provided to the Buyer by or on behalf of the Seller or the Company contains any untrue statement of a relevant fact or omits to state a relevant fact necessary to make the statements contained in the document not misleading.
There are no facts or circumstances known to the Seller, relating to the affairs of the Company, that have not been disclosed to the Buyer, which, if disclosed, reasonably could have been expected to influence the decision of the Buyer to purchase the Daqing Shares on the terms of this Agreement.
The Seller confirms that the Seller, prior to the Signing Date, has made, and until the Closing Date, shall continue to make, all investigations necessary in order to ensure that the statements in Clauses 8 and 9 are correct.
| 9 | Representations and Warranties of the seller regarding the Vessel |
|---|
The Seller represents and warrants to the Buyer as of the Signing Date and on the Closing Date, unless otherwise expressly stated:
| 9.1 | Flag and title |
|---|
The Company is the registered owner of the Vessel and has good and marketable title to the Vessel, free and clear of any and all Encumbrances, other than those arising under the Daqing Facility and the Swap Agreements. The Vessel is properly registered in the name of the Seller under and pursuant to the flag and law of Norway, and all fees due and payable in connection with such registration have been paid.
| 9.2 | Classification |
|---|
The Vessel is entered with the DNV GL and has the highest classification rating. The Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if the Vessel is in a port, it is in such condition that it cannot be detached by any port state authority or the flag state authority for any deficiency.
| 9.3 | Maintenance |
|---|
The Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, is in good operating order, condition and repair and is seaworthy, and all repairs made to the Vessel during the last two years and all known scheduled repairs due to be made and all known deficiencies have been disclosed to the Buyer.
| 9.4 | Liens |
|---|
The Vessel is not (a) under arrest or otherwise detained, (b) other than in the ordinary
13
course of business, in the possession of any person (other than her master and crew) or (c) subject to a possessory lien.
| 9.5 | Safety |
|---|
The Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of Norway or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations.
| 9.6 | No blacklisting or boycotts |
|---|
No blacklisting or boycotting of any type has been applied or currently exists against or in respect of the Vessel.
| 9.7 | No options |
|---|
There are not outstanding any options or other rights to purchase the Vessel.
| 9.8 | Insurance |
|---|
The insurance policies relating to the Vessel are as set forth on Appendix 2 hereto, each of which is in full force and effect and, to the Seller’s knowledge, not subject to being voided or terminated for any reason.
| 10 | Covenants Prior to the Closing |
|---|---|
| 10.1 | Covenants of the Seller Prior to the Closing |
| --- | --- |
From the Signing Date to the Closing Date, the Seller shall cause the Company to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit the Company to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to the Buyer prior to the Signing Date, without the prior consent of the Buyer (such consent not to be unreasonably withheld). In addition, the Seller shall not permit the Company to take any action that would result in any of the conditions to the purchase and sale of the Daqing Shares set forth in Clause 6 not being satisfied. Furthermore, the Seller hereby agrees and covenants that it:
| a) | shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective as promptly as possible the transactions contemplated by this Agreement and to co-operate with the Buyer and others in connection with the foregoing; |
|---|---|
| b) | shall use its best efforts to obtain the authorisations, consents, orders and approvals of regulatory bodies and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement and the completion of the transactions contemplated by it; |
| --- | --- |
14
| c) | shall co-operate with the Buyer and promptly seek to obtain such authorisations, consents, orders and approvals as may be necessary for the performance of the Parties’ respective obligations pursuant to this Agreement; |
|---|---|
| d) | shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate the Charter or any other contract prior to the Closing Date without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; provided, however, that the Commercial Management Agreement dated 1 July 2020 between the Company and KNOT Management AS shall be terminated prior to Closing and all fees payable in connection therewith will be settled prior to Closing; |
| --- | --- |
| e) | shall not exercise or permit any exercise of any rights or options contained in the Charter, without the prior written consent of the Buyer, not to be unreasonably withheld or delayed; |
| --- | --- |
| f) | shall observe and perform in a timely manner, all of its covenants and obligations under the Charter, the Daqing Facility and the Swap Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise the Buyer of such default and shall, if requested by the Buyer, enforce all of its rights under such Charter, the Daqing Facility or the Swap Agreements, as applicable, in respect of such default; |
| --- | --- |
| g) | shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Daqing Facility and the Swap Agreements; and |
| --- | --- |
| h) | shall permit representatives of the Buyer to make, prior to the Closing Date, at the Buyer’s risk and expense, such surveys, tests and inspections of the Vessel as the Buyer may deem desirable, so long as such surveys, tests or inspections do not damage the Vessel or interfere with the activities of the Seller, the Company or the Charterer thereon and so long as the Buyer shall have furnished the Seller with evidence that adequate liability insurance is in full force and effect. |
| --- | --- |
| 10.2 | Covenants of the Buyer Prior to the Closing |
| --- | --- |
The Buyer hereby agrees and covenants that during the period of time after the Signing Date and prior to the Closing Date, the Buyer shall, in respect of the Daqing Shares to be transferred on the Closing Date, take, or cause to be taken, all necessary company action, steps and proceedings to
15
approve or authorize validly and effectively the purchase and sale of the Daqing Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby.
| 11 | Termination |
|---|---|
| 11.1 | Termination |
| --- | --- |
This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Closing Date:
| a) | by either Party if a breach of any provision of this Agreement has been committed by the other Party, such breach has not been waived and such breach is material to the transactions contemplated hereby, the Business or the assets, financial condition or prospect of the Company; |
|---|---|
| b) | by the Buyer if satisfaction of any of the conditions in Clause 6.1 is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition; |
| --- | --- |
| c) | by the Seller if satisfaction of any of the conditions in Clause 6.2 is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement) and the Seller has not waived such condition; |
| --- | --- |
| d) | by either Party if satisfaction of any of the conditions in Clause 6.3 is or becomes impossible and Buyer and Seller have not waived such condition; |
| --- | --- |
| e) | by the Buyer due to a change having occurred that has resulted or may result in a Material Adverse Effect; or |
| --- | --- |
| f) | by mutual written consent of the Seller and the Buyer. |
| --- | --- |
| 11.2 | Rights on termination |
| --- | --- |
If this Agreement is terminated pursuant to Clause 11.1, all further obligations of the Parties pursuant to this Agreement shall terminate without further liability of a Party to the other, provided, however, that the obligations of the Parties contained in Clause 14 (Costs) and Clause 18 (Governing Law and arbitration) shall survive such termination, and further provided, that if this Agreement is terminated by a Party because of the breach of this Agreement by the other Party or because one or more of the conditions to the terminating Party's obligations under this Agreement is not satisfied as a result of the other Party's failure to comply with its obligations under this Agreement, the terminating Party's right to pursue all legal remedies will survive such termination unimpaired.
16
| 12 | Guarantee by KNOT |
|---|---|
| 12.1 | Guarantee relating to the Daqing Knutsen |
| --- | --- |
If at any time during the option period set forth in Clause 4 of the Charter, the Daqing Knutsen is not receiving from any charterer a rate of hire that is equal to or greater than the rate of hire then in effect and payable under the Charter, then Seller shall pay, or cause to be paid, to the Company, the owner of the Daqing Knutsen, such rate of hire that would have been in effect and payable under the Charter; provided, however, that in the event that for any period during the option period set forth in Clause 4 of the Charter the Daqing Knutsen is chartered under a charter other than the Charter and the rate of hire being paid under such charter is lower than the rate of hire that would have been in effect and payable under the Charter during any such period, then Seller shall pay, or cause to be paid, to the owner of the Daqing Knutsen, the difference between the rate of hire that would have been in effect and payable under the Charter during such period and the rate of hire that is then in effect and payable under such other charter. No amounts shall be payable pursuant to this Clause 12 during any period of technical offhire of the vessel.
| 12.2 | Gross up |
|---|
Any payment required to be made by Seller pursuant to this Clause 12 shall be increased as necessary such that the net payment after allowance for any applicable taxes equals the amount due under Clause 12.1
| 13 | Indemnification |
|---|---|
| 13.1 | Indemnity by the Seller |
| --- | --- |
Following the Closing, the Seller shall be liable for, and shall indemnify, defend and hold harmless the Buyer and its respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against, any Losses, suffered or incurred by such Buyer Indemnitees:
| a) | by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller; |
|---|---|
| b) | subject to Clause 14 b), any fees, expenses or other payments incurred or owed by the Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; |
| --- | --- |
| c) | any Losses of the Company or the Vessel or any other vessel chartered or owned by the Company incurred prior to or on the Closing Date arising from any violation of any applicable law or |
| --- | --- |
17
regulation relating to protection of natural resources, health and safety and the environment;
| d) | all federal, state, foreign and local income tax liabilities attributable to the Company or operation of the Vessel prior to the Closing Date; or |
|---|---|
| e) | any Losses suffered or incurred by such Buyer Indemnitees in connection with any claim for the repayment of hire or Losses in relation to the Vessel or any other vessel chartered or owned by the Company for periods prior to the Closing. |
| --- | --- |
| 13.2 | Indemnity by the Buyer |
| --- | --- |
Following the Closing, the Buyer shall be liable for, and shall indemnify, defend and hold harmless the Seller and its respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) from and against, any Losses, suffered or incurred by such Seller Indemnitees by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.
| 13.3 | Indemnification procedures with respect to third-party claims |
|---|
If the Seller or the Buyer, as the case may be (an “Indemnified Party”), shall receive notice of any claim by a third party that is or may be subject to indemnification or compensation from the other Party pursuant to this Agreement (a “Third-Party Claim”), the Indemnified Party shall give the other Party (the “Indemnifying Party”) prompt written notice of such Third-Party Claim and the Indemnifying Party shall, at the Indemnifying Party's option, have the right to participate in the defence thereof by counsel at the Indemnifying Party's own cost and expense. If the Indemnifying Party acknowledges within 30 days from such written notice in writing its obligation to indemnify the Indemnified Party against all Losses that may result from such Third-Party Claim, the Indemnifying Party shall be entitled, at the Indemnifying Party’s option, to assume and control the defence of such Third-Party Claim at the Indemnifying Party's cost and expense and through counsel of the Indemnifying Party's choice. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, unless the settlement involves only the payment of money by the Indemnifying Party. No Third-Party Claim that is being defended in good faith by the Indemnifying Party shall be settled by the Indemnified Party without the written consent of the Indemnifying Party. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any losses resulting from the settlement of Third-Party Claims in violation of the provisions of this Clause 13.3.
| 14 | Costs |
|---|---|
| a) | Subject to Clause 14b) and 14c), each party shall pay its own costs and expenses in connection with the preparation for and completion of the transactions contemplated by this Agreement, including but not limited to all fees and expenses of its own representatives, agents, brokers, legal and financial advisers and authorities and no such costs or expenses shall be |
| --- | --- |
18
charged to or paid by, neither directly or indirectly, the Company.
| b) | The fees and expenses related to the fairness opinion of Arkwright London Partners LLP dated 1 July 2025 will be divided equally between the Buyer and the Seller. |
|---|---|
| c) | Legal fees to Norwegian legal counsel related to the transactions contemplated by this Agreement and the related financing arrangements will be divided equally between the Buyer and the Seller. |
| --- | --- |
| 15 | Notices |
| --- | --- |
All notices, requests, demands, approvals, waivers and other communications required or permitted under this Agreement must be in writing in the English language and shall be deemed to have been received by a Party when:
| a) | delivered by post, unless actually received earlier, on the third Business Day after posting, if posted within Norway, or the fifth Business Day, if posted to or from a place outside Norway; |
|---|
delivered by hand, on the day of delivery; All such notices and communications shall be addressed as set forth below or to such other addresses as may be given by written notice in accordance with this Clause 155.
If to the Seller:
Knutsen NYK Offshore Tankers AS
Attention: President & CEO
Smedasundet 40, Postboks 2017, 5504 Haugesund, Norway
If to the Buyer:
KNOT Shuttle Tankers AS
Attention: Chairman of the Board
Smedasundet 40, Postboks 2017, 5504 Haugesund, Norway
| 16 | Assignment |
|---|
This Agreement shall be binding upon and inure to the benefit of the successors of the Parties, but shall not be assignable by any of the Parties without the prior written consent of the other Party. The benefit of this Agreement may, however, be assigned by either of the Parties to any group directly or indirectly controlling, controlled by or under common control of the assignor, provided that the assignor shall remain liable for its own debt and for all obligations under this Agreement.
| 17 | miscellaneous |
|---|---|
| 17.1 | Further Assurances |
| --- | --- |
From time to time after the Signing Date, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds,
19
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and shall do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) more fully and effectively to carry out the purposes and intent of this Agreement.
| 17.2 | Integration |
|---|
This Agreement, the Appendices hereto and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement, the Appendices hereto and the instruments referenced herein contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the Signing Date.
| 17.3 | No Broker’s Fees |
|---|
No one is entitled to receive any finder's fee, brokerage or other commission in connection with the purchase of the Daqing Shares or the consummation of the transactions contemplated by this Agreement.
| 18 | Governing Law and arbitration |
|---|
This Agreement shall be governed by and construed in accordance with Norwegian law.
The Parties shall seek to solve through negotiations any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof. If the Parties fail to solve such dispute, controversy or claim by a written agreement within 60 days after one of the Parties has requested such negotiations by notice to the other Party, such dispute, controversy or claim shall be finally settled by arbitration in Haugesund in the English language in accordance with the Norwegian Arbitration Act. The arbitration tribunal shall consist of three arbitrators, of which the Buyer shall appoint one arbitrator and the Seller shall appoint one arbitrator. The arbitrators so appointed shall appoint the third arbitrator, who shall be the chairman of the arbitration tribunal. In the event of failure by a Party to appoint its arbitrator within 30 days after the request for arbitration first is given, or the failure by the first two arbitrators to appoint the third arbitrator within 30 days after appointment of the last of the first two arbitrators to be appointed, such arbitrator or arbitrators shall be appointed by the district judge (No: “Sorenskriver”) of Haugesund District Court. Any Party may seek judgement upon any award in any court having jurisdiction, or an application may be made to such court for the judicial acceptance of the award and for an order of enforcement.
Notwithstanding the above, either Party may bring an action in any court of competent jurisdiction (a) for provisional relief pending the outcome of arbitration, including, without limitation, provisional injunctive relief or pre-judgement attachment of assets, or (b) to compel arbitration or enforce any arbitral award. For purposes of any proceeding authorised by this Clause 18, each Party hereby consents to the non-exclusive jurisdiction of Haugesund, Norway.
* * *
20
This Agreement has been executed in two original copies, of which each Party has retained one copy.
| | | | | |
|---|---|---|---|---|
| Knutsen NYK Offshore Tankers AS | **** | KNOT Shuttle Tankers AS | ||
| | | | ||
| By: | | By: | ||
| | | | ||
| /s/ Trygve Seglem | | /s/ Øystein Emberland | ||
| Name: | Trygve Seglem | | Name: | Øystein Emberland |
| Title: | CEO | | Title: | Attorney-in Fact |
21
Appendix 1
INSURANCES
| |
|---|
| Insurance Policies (all quoted values are USD) |
| | |
|---|---|
| Hull & Machinery | |
| Hull | Insured Value: |
| | Policy Renewal: |
| Hull Interest | Insured Value: |
| | Policy Renewal: |
| Freight Interest | Insured Value: |
| | Policy Renewal: |
| | |
| P&I Insurance | |
| Gross Tonnage: | 89800 |
| Policy Renewal: | 20.02.2025-20.02.2026 |
| | |
| War Risk | |
| Insured Value: | 165,000,000 |
| Policy Renewal: | 01.01.2025-31.12.2025 |
All values are in US Dollars.
| 5,0% | Alandia Försäkring Abp | |
|---|---|---|
| 18,5% | Aon London Broking Center Allianz | |
| | 10,0% | Allianz Global Corporate & Speciality SE, London |
| | 5,0% | Lloyds Syndicate 1036 COF |
| | 3,5% | Markel Insurance SE |
| 4,0% | Aon London Broking Center Arch | |
| | 4% | Arch Insurance Comp. (Europe) Ltd. |
| 8,5% | Aon London Broking Center AxaXL | |
| | 8,5% | Lloyds Syndicate 2003 AXL |
| 3,0% | Aon London Broking Center BRT 2987 | |
| | 3% | Lloyds Syndicate 2987 BRT |
| 5,0% | Aon London Broking Center CUL 3010 | |
| | 5% | Lloyds Syndicate 3010 CUL |
| 3,5% | Aon London Broking Center SCOR | |
| | 3,5% | SCOR UK Company Limited |
| 2,5% | Assuranceforeningen Skuld (Gjensidig) | |
| 5,0% | Codan Forsikring NUF | |
| 5,0% | DUPI Underwriting Agencies B.V. | |
| | 0,325% | Axeria IARD S.A. |
| | 1,500% | Hamilton Insurance DAC |
| | 1,875% | SiriusPoint Ltd. |
| | 1,300% | SMA S.A |
| 7,5% | Gard AS, as agents only for Gard M&E Ltd | |
| 7,5% | Norwegian Hull Club | |
| 25,0% | Tokio Marine & Nichido Fire Insurance Co., Ltd. | |
| 100,0% | Total |
Appendix 2
ACCOUNTS
[Separate attachment]
Exhibit 4.2
| SALEFORM 2012<br>MEMORANDUM OF AGREEMENT<br>Norwegian Shipbrokers' Association's<br>Memorandum of Agreement for sale and purchase of ships<br>Dated: 13th August, 2025<br>CC<br>0<br>C<br>2 BIMCO<br>STANDARD FORM<br>PART I<br>KNOT SHUTTLE TANKERS 34 AS (Name of sellers), Performance to be Guaranteed by KNOT Offshore Partners LP as per<br>performance guarantor hereinafter called the "Sellers", have agreed to sell, and<br>MI-DAS LINE S.A. (Name of buyers), Performance to be Guaranteed by Doun Kisen Co., Ltd as per performance guarantor,<br>hereinafter called the "Buyers", have agreed to buy:<br>Name of vessel: Tove Knutsen<br>IMO Number: 9868376<br>Classification Society: Det Norske Veritas<br>Class Notation: BIS, Bow loading, BWM(T), CCO, Clean, CMON, COAT-PSPC(B, C), CSR, DYNPOS(AUTR), E0, ESP, F(A, M, C),<br>LCS, NAUT(OC), Recyclable, SPM, TMON(oil lubricated), VCS(2)<br>Year of Build: 2020<br>Builder/Yard: Hyundai Heavy Industries<br>Flag: NIS<br>Place of Registration: Haugesund<br>GT/NT: 84,666/48,960<br>hereinafter called the "Vessel", on the following terms and conditions:<br>Definitions<br>"Banking Days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price in<br>Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Tokyo, New York, Valletta<br>and Oslo (add additional jurisdictions as appropriate).<br>"Buyers' Nominated Flag State" means Malta (state flag state).<br>"Class" means the class notation referred to above.<br>"Classification Society" means the Society referred to above.<br>"Deposit" shall have-the-meamog-grven-in-Gatise 2 (Deposit).<br>(statemiine,ind location of Deposit Holdi*oi-44-t-lt<br>reic- .:c the Dept :+t-in ,iccorclancP vott+•tlit-. - Agreement-<br>"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, email or<br>telefax.<br>"Parties" means the Sellers and the Buyers.<br>Copyright C 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written<br>permission at the Norwegian Shipbrokers' Association Explanatory notes are avalable from BIMCO at www.bimco org Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87,1993 and 2012.<br>E |
|---|
| "Purchase Price" means the price for the Vessel as stated in Clause 1 (Purchase Price).<br>"Sellers' Account" means DNB Bank ASA / SWIFT : DNBANOKKXXX / USD Acc : 1250.05.85267 / Correspondaent Bank<br>Name : Bank of New York Mellon / Correspondent Bank SWIFT Code : IRVTUS3N (state details of bank account) at the<br>Sellers' Bank.<br>"Sellers' Bank" means DNB Bank ASA (state name of bank, branch and details) or, if left blank, the bank notified by the<br>Sellers to the Buyers for receipt of the balance of the Purchase Price.<br>"BBCP" means Bareboat Charter Party dated on the same date as the MOA agreed between KNOT SHUTTLE TANKERS 34<br>AS and MI-DAS LINE S.A. together with any addenda thereto.<br>"Charterer" means charterer as per BBCP dated on the same date as the MOA.<br>"Owner" means owner as per BBCP dated on the same date as the MOA.<br>1. Purchase Price<br>The Purchase Price is USD100,000,000 (United States Dollars One Hundred Million only) (state currency and amount both<br>in words and figures).<br>2. Deposit<br>As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 4?‹, ( per cent) or, if left blank, 10%<br>(ten per cent), of the Purchase Price (the "Deposit") in an-interest bearing account for the Parties with the Deposit Holder<br>within three (3) Banking Days after the date that:<br>(i) this Agree --≥,..:It - has been signed by the Parties and exchanged in original or by c mad or telefax: and<br>(ii) the Deposit Holdernas confirmed in writing-to the Parties that the account has been opened.<br>The Deposit shall be released in accordance with-feint written instructions of the Parties. Interest, if any, shall be credited to<br>the Buyers Any tee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shaft<br>provide to the Deposit Holder all necessary documentatieft to open and maintain-theraeeount without delay.<br>3. Payment<br>On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in<br>accordance with Clause 5 (Time and place of delivery and notices):<br>(t)-ttie Deposit slhitt be teleaNeci te-thr-St-liers: and<br>lit) the balance el•-4The Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this<br>Agreement shall be remitted by the Buyers to the Sellers' bank by an interbank swift message (SWIFT MT 103) not later<br>than two (2) Banking days prior to the expected date of delivery of the Vessel, accompanied by an interbank swift<br>message (SWIFT MT 199) confirming that the Purchase Price is to be held by th Sellers' Bank on suspense (such SWIFT MT<br>199 to be agreed between the Buyers and the Sellers not less than five (5) Banking Days prior to expected date of<br>delivery of the Vessel. The said Purchase Price shall be unconditionally released/paid to the Sellers by the Sellers'<br>presentation to the Sellers' Bank of either an original or pdf or photocopy of "Protocol of Delivery and Acceptance" in<br>respect of the Vessel duly signed by both the Sellers' and the Buyers' authorized representatives only.paid in full free of<br>bank ehorges to the Sellvri' Accottett.-<br>4. Inspection<br>Copyright V 2012 Norwegian Shipbrokere Association. All rights reserved. Published by BIMCO, No part of this BIMCO SmartCon document may be copied, reproduced or distributed In any form without the prior written<br>permission of the Norwegian Shipbrokers' Association. Explanatory notes are available from 0IMCO at www.blmco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. so<br>7 |
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| (a)* The Buyers have inspected and accepted the Vessel's classification records online and have waived physical inspection<br>and the sale is outright and definite, subject only to the terms and conditions of this Agreement.. The Buyers have also<br>iteitiei-ted the Vessel at/in (state place) on (state date)-tend have aecepteti-the Vessel following this inspection and the sale is<br>outfight and definite7subject-only-to-the-tefFos-and conditions of this Agreement.<br>(4)-t—The Buyers shall have the-right to inspect the Vessel's classification records and declare whether same are accepted or<br>not within N/A (statc date/period).<br>The Sellers shall make-the Vessel available for inspection at/in (stateplate/range) within (state date/period).<br>the Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they<br>shall compensate the Sellers-for the losses thereby incurie4r<br>The Buyers shall inspect the Vessel without opening-up and without cost to the Sellers.<br>During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers.<br>The sale shall become outright and definite, subject only to the terms and ed itions of this Agreement, provided that the<br>Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of<br>such inspection or after the date/fast day of the period stated in Clause 4(b)(ii), whichever is earlier.<br>Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel's classification<br>records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if al t<br>shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.<br>*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.<br>5. Time and place of delivery and notices<br>(a) The Vessel shall be delivered and taken over -,,ttely-alleat at a sale and accessible berth or anchorage at/iii worldwide in<br>one safe port/anchorage or at sea in the Sellers' option (state place/range) in the Sellers' option. Delivery port to be free<br>of any sales tax, duties whatsoever nature.<br>Notice of Readiness shall not be tendered before: 12th September, 2025 (2 working days prior to 16th September,<br>2025) (date)<br>Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a)(iii) and 14): 30th November, 2025<br>(b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with twenty (20),<br>ten (10), five (5) and three (3) days' notice of the date the Sellers intend to tender Notice of Readiness and of the intended<br>place of delivery.<br>When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers<br>shall give the Buyers a written Notice of Readiness for delivery.<br>(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for<br>delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel<br>will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the<br>option of either cancelling this Agreement in accordance with Clause 14 (Sellers' Default) within three (3) Banking Days of<br>receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option<br>within three (3) Banking Days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed<br>in the Sellers' notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date<br>stipulated in Clause 5(a).<br>If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those<br>contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.<br>Copyright O 2012 Norwegian Shipbrokers' Association All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written<br>permission of the Norwegian Shipbrokers' Association. Explanatory notes are available from BIMCO at www bunco org Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012, |
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| (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim<br>for damages the Buyers may have under Clause 14 (Sellers' Default) for the Vessel not being ready by the original Cancelling<br>Date.<br>(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with<br>interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.<br>6:-Divers Inspection / Drydeeking<br>(a)' fi) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver<br>approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days<br>prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this<br>Agreernene,theSellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be<br>carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid<br>for by the Buyers. The Buyers' representativels) shall have the right to be present at the diver's inspection as observer(s)<br>only-without-interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and<br>the conditions under which it is performed shall be to the satisfaction of the Classification Society If the conditions at the<br>place of-delivery-are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel ovailuble at a<br>suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional<br>time required for such positioning and the subsequent re positioning, The Sellers may not tender Notice of Readiness prior<br>to completion of the underwater inspection.<br>fit)-0-the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken. damaged or<br>defective so as to affect the Vessel's class, then ( I) unless,repairs can be carried out afloat to the satisfaction of the<br>Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their-expense for inspection by the<br>Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in<br>aecordance with the Classification Society's rules (2) such defects shall be made good by the Sellers at their cost and<br>expense to the satisfaction of the Classification Society without condition/recommendation" and (el) the Sellers shall pay<br>for the underwater inspection and the Classification Society's attendance.<br>Notwithstanding anything to the contrary in this Agreement, if the Classification Society do-net require the aforementioned<br>defects to be rectified before the next-class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these<br>defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out<br>the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in<br>respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair<br>work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by<br>each of the Parties within two (2) Banking Days From the date of the imposition of the condition/recommendation, unless<br>the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the<br>quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may riot<br>tender Notice of Readiness prior to such estimate having been established.<br>(iii) if the Vessel is to be drydocked pursuant to Clause 6faifii) arid no suitable dry docking facilities are available-at the port<br>of delivery, the Sellers shall take the Vessel to a port where suitable drytfocking facilities-are available, whether within or<br>outside the delivery range as per Clause 51a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port<br>within-the-delivertrange-th-per Clause 5(a) which shall, for the porno4e-of-this-Gatrse, become the new port of delivery. In<br>seeh event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming. but<br>limited to a maximum of fourteen (141days,<br>(b)' The Sellers shall-place-the-Vessel in drydock at the port of delivery for inspection by the Classification Society of the<br>Vessel's underwater parts below the deepest load line, the extent-of the inspection being in accordance with the<br>Classification Society's rules. If the rudder, propeller, bottom or other underwater-parts below the deepest load-line are<br>found broken. damage . . ects shall be made good at the Sellers' cost<br>and expense to the satisfaetion of the C-lassifieation Society without condition/recommendation" In such event the Sellers<br>are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including<br>the drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs and expenses if parts of the<br>Copyright OD 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMC0. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written<br>permission of the Norwegian Shiphrokers' Association. Explanatory notes are mailable from BIMC0 at www.bimco org, Adopted by BIMCO In 1956, revised 1966, 1983, 1986/87, 1993 and 2012. |
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| tailshaft system are condemned or found dcfeetive or broker et cases, the Buyers<br>shall pay the aforesaid costs and expenses, dues and fees.<br>(444-t-he Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) abovEe<br>(I) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of<br>the Classification surveyor. If such survey is not required by the Classification Society. the Buyers shall have the option to<br>require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance<br>with the Classification Society's rules for tailshaft survey and consistent-with-the current stage of the Vessel's survey eyrie:<br>The Buyer-s-shalliteelare whether they require the tailshaft .te-be-drawii-and surveyed not later than by the-eompletiehof<br>the inspection-by the Classification Society. The drawing and refitting of the tailshaft shall-be-arFariged-by-the-Sellers. Should<br>any parts of-the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be<br>renewed or made good at the Sellers' cost and expense to the satisfaction of Classification Society without<br>condition/recommendation' •<br>(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the<br>Classification Society requires such survey to be carried out or if parts of the system are condemned or found defectwe-er<br>broken so as to affect the Vessel's class, in which case the Sellers shall pay these costs and expenses.<br>(iii) The Buyers' representative(s) shall have the right-to-be-present in the drydock, as observer(s) only-without-interfering<br>ification Society surveyor.<br>(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and<br>expense without interfering with the Sellers' or the Classification Society surveyor's work, if any, and without affecting the<br>Vessel's timely delivery. If, however, the Buyers' work inifFyclock is still in progress when the Sellers have completed the<br>work which the Sellers are required to do. the additional docking time needed to complete the Buyers' work shall be for the<br>Buyers' risk, cost and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon<br>completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and,<br>notwithstanding Clause 5(a). the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether<br>the Vessel is in drydoek or not.<br>L6-(a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, ahem-at-we b (a) shall-apult<br>-t-±-Notes-eFailemoranda, if any, in the surveyor's report which are accepted by the Classification Society without<br>condition/recommendation-are-not to-be taken into account.<br>7. Spares, bunkers and other items. Spares, bunkers and other-items<br>I he Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts<br>and spare equipment including spare tail end shaft(s) and/or spare propeller(s)/propetler blade(s), if any, belonging to the<br>Vessetot-the-time of inspection used or unused, wl he Buyers' property, but spares on<br>order are excluded Forwarding charges, if any, shall be for the Buyers' account. The Sellers arc not required to replace spare<br>parts inducting spare tail end shaft(s) and spare propeller(s)/propeller btade(s) which are taken out of spare and used as<br>replacement prior to delivery, but the replaced items shall he the property of the Buyers. Unused stores and provisions shall<br>be included in the sale and be taken over by the Buyers without extra-payment.<br>Library arid forms exclusively for use in the Sellers' vessel(s) and captainserafficers' and crew's personal belongings including<br>the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)<br>iterrrs-en board which are on hire or owned by third parties, listed as follows, are excluded from the sale without<br>competisaboir (include list)<br>Items on board at the time of inspectiondelivery which are on hire or owned by third parties, not listed above, shall remain<br>withbe-Feolaeeel-or procured by the Sellers prior to delivery-at-their cost and extreii;e I hi.. Buyers-shall take over remaining<br>bunkers arid unused lubrieating and hydraulic oils and greases in storage tanks-arid unopened drums and pay either<br>Copyright O 2012 Norwegian 5hipbrolterti Association. All rights monad. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed In any form without the prior written<br>permission of the Norwegian Shipbroloyrs' Association. Explanatory n0des are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1993, 1986/87, 1993 and 2012. |
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| Any remaining bunkers and unuesd lubricating and hydraulic oils and greases in storage tanks and unopened drums and<br>spare parts shall remain the property of the Sellers.<br>(a)' the actual net pore (excluding barging expenses) as evidenced by invoices or vouchers, of<br>OW the current net market price (excluding barging expenses) at the pot t and date of delivery of the Vessel or. if<br>unavailable, at the nearest bunkering port;<br>for the quantities taken over.<br>Payment under this Clause shall be made at the same time and place and in the same-currency as-the Purchase Price.<br>"inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If<br>the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.<br>(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.<br>8. Documentation<br>The place of closing: to be mutually agreed<br>(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery<br>documents that shall be listed in an addendum to this agreement, namely "Addendum No.1:list of delivery documents"-<br>(i) Legal Bill(s) of Sale in a form recordable in the Buyers' Nominated Flag State, transferring-tele of the Vessel and stating<br>that the Vessel is tree from all mortgages, encumbrances and maritime liens or any other clebt-s-whatsneverr thily notarmtly<br>attested and legalised or apostilled, as required by the Buyers' Nominated Flag State:<br>(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the<br>execution, delivery and performance of this Agreement:<br>(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the<br>performance of this Agreement, duly notarially attested and legalized or apostilled (as appropriate);<br>(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery<br>evidencing the Sellers' ownership of the Vessel and that the Vessel is tree from registered encumbrances and mortgages, to<br>be faxed or e mailed by such authority to the closing meeting with the original-to be sent to the Buyers as soon as possible<br>after delivery of the Vessel;<br>(v) Declaration of Classor (depending on the. Classification Society) a Class Maintenance Certificate issued within three (3)<br>Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;<br>(vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official-evidence of deletion appropriate to the<br>Vessel's registry at the time of delivery, or, in the event that the registry does not as a rt atter of practice issue such<br>documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and<br>provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the<br>Purchase Price has-been paid and the Vessel has been delivered,<br>(vii) A copy of the. Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with<br>the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a<br>written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with<br>evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shalt cease to be<br>registered-with the Vessel', registry,<br>(viii) Commercial invoice for the Vessel;<br>(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;<br>Copyright SD 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO No part of this BIMCO 5martCon document may be copied, reproduced or distributed in any form without the prior written<br>permission of the Norwegian 5hipbrokers' Association. Explanatory notes arc available from BIMCO at www.himco.org Adopted by BIMCO in 1956, revised 1966, 1983,19116/07,1993 and 2012. |
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| (x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract<br>which-is-to be sent immediately after delivery of the Vessel;<br>(xi) Any additional documents as may reasonably-he-required by the competent authorities of the Buyers' Nominated Flag<br>State tar the purpose registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as<br>possible after the date of this Agreement; and<br>(xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nationer<br>intefnational organisation.<br>(b) At the time of delivery the Buyers shall provide the Sellers with the delivery documents that shall be listed in an<br>addendum to this Agreement, namely "Addendum No.1:list of delivery documents".<br>(44-EvichNice that-all necessary corporate, shareholdef-inid other-eic+itin has been taken by the Buyers to authorise the<br>exeetition7fielivery-and performance of this-Agreement; and<br>(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the<br>performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).<br>(c) If any of the documents referred tainted in Sub clauses (a) and (b) above are not in the English language they shall be<br>accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the<br>country of the translated language.<br>(d) The Parties shall to the extent possible exchange copies. drafts-or samples of the documents listed in Sub clause (a) and<br>&iiti clause (b) above for review and comment by the other party not later than (state number of days), or if left blanke-nine<br>(-9}-days pr delivery as notified by the Sellers pursuant to Clause 5(b) of this<br>Agreement.<br>fe).Conctiffent-with-the-exeliatige-et-dectiments-ifi-Sub-clause-(a) and Sub clause-tb) above, the Sellers-shall also hand to the<br>Buyers-the-classification certificate(s) as well-as-allulawn-drawings and-manuals, (excluding ISM/ISPSfriamials-kwhich-are<br>on board the Vessel Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the<br>Sellers are required to retain samerin-which case the Buyers have the right to take copies-<br>(F}-4 ther-technical documentation which may be in the-Seherspossession shah promptly after delivery be forwarded to the<br>Buyers at their expense, if they so request. Tire Sellers may keep the Vessel's log hooks hut the Buyers have the rightto-talie<br>copies f same.<br>(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date-afid-orne-ol<br>delivery of the Vessel from the Sellers to the Buyers.<br>9. Encumbrances<br>The Sellers warrant that the Vessel, at the time of delivery, is free from ell charters, encumbrances, mortgages and maritime<br>liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby<br>undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred<br>prior to the time of delivery.<br>10. Taxes, fees and expenses<br>Any taxes, fees and expenses in connection with the purchase and registration in the Buyers' Nominated Flag State shall be<br>for the Buyers' account, whereas similar charges in connection with the closing of the Sellers' register shall be for the<br>Sellers' account.<br>Copyright © 2012 Norwegian Shlpbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO 5martCon document may be copied, reproduced or distributed in any Form without the prior written<br>permission of the Norwegian 5hipbrokers' Association Explanatory notes are available from BIMCO at ww.v.birnco org. Adopted by BIMCO in 1956, revised 1966, 1953, 195087, 1993 and 2012. |
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| 11. Condition on delivery<br>The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but<br>subject to the terms and conditions of this Agreement she shall be delivered and taken over as is, where his at the delivery,<br>notwithstanding any term or condition to the contrary in this AgreementAle was at the time of inspection, fair wear and<br>tear excepted.<br>However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without<br>eanelitton/recommendation•, free of average damage-affecting the Vessel's class, and with her classification certificates and<br>national ereertheates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without<br>condition/recommendation' by the Classification Society or the relevant authorities at the time of delivery.<br>Linspection" in this Clause 11. shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (inspections),if applicable.<br>If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.<br>'Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification-Soften without<br>condittenjrefornrnendation-afe-not-to be-taken inte-afffnint-,<br>12. Name/markings<br>Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel-martittig-s,<br>13. Buyers' default<br>Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement;<br>and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.<br>Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this<br>Agreement and, in winch case the Deposit together with interest earned, if any. shall be released to the Sellers. It the<br>Fleposit claim further compensation for their losses and for all<br>expenses incurred together with interest.<br>14. Sellers' default<br>Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a<br>legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of<br>Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery<br>and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain<br>their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with thief est<br>eat tied. if any, shall be released to therwirimiediately7<br>Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal<br>transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with<br>interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.<br>15. Buyers' representatives<br>After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the-right to pleee<br>two (2) representatives on board the Vessel at then sole risk and expense<br><(‘E<br>•••••<br>Copyright © 201.2 Norwegian Shipbrakers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written<br>permission of the Norwegian Shipbrokers' Association Explanatory notes are available from BIMCO at www.birrico.org Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. |
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| These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall<br>not interfere in any respect with the operation of the Vessel. The Buyers and the BuyelLs'-repfesentativcs shall sign the<br>Sellers' P&I Club's standard letter of indemnity prior to their embarkation.<br>16. Law and Arbitration<br>(a)* This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in<br>connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or<br>any statutory modification or re- enactment thereof save to the extent necessary to give effect to the provisions of this<br>Clause.<br>The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at<br>the time when the arbitration proceedings are commenced.<br>The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and<br>send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within<br>fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other<br>party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other<br>party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the<br>party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint<br>its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding<br>on both Parties as if the sole arbitrator had been appointed by agreement.<br>In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in<br>accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.<br>(b)' This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the<br>substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in<br>connection with-this-Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the<br>parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the<br>purposes of enforcing any award, judgment may be entered-en an award by any court of competent jurisdiction. The<br>proceedings-shall be cond icty of Maritime Arbitrators, Inc.<br>In cases where neither the claim nor-any counterclaim exceeds the sum of US$ 100.000 the arbitration shall-He-eoriducted<br>in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.<br>(e) This Agreement shall be governed by and construed in-aeeofthirite-with-1-he-laws of (state place) and any dispute-ansing<br>out of or in connection-with this Agreement shall be referred to arbitration at (state plate), subject to the pteeedures<br>-applicable there.<br>*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a)<br>shall apply.<br>17. Notices<br>All notices to be provided under this Agreement shall be in writing.<br>Contact details for recipients of notices are as follows:<br>For the Buyers: MI-DAS LINE, Vallarino Building, 3rd Floor, 52nd and Elvira Mendez Street, City of Panama, Republic of<br>Pamana, c/o Doun Kisen Co., Ltd, 1307-8 Koh Goh Namikata-cho, Imabari-city, Ehime Pref, Japan<br>Att: Takeomi Yagi / Tel +81-898-41-7733, Fax: +81-898-41-6011, E-mail: sale-purchase@doun.co.jp<br>Copyright © 2012 Norwegian 5hipbrokers' Association All rights reserved. Published by BIMCO, No part of this BIMCO 5rnartCon document may be copied, reproduced or distributed in any form without the prior written<br>permission of the Norwegian Shipbrokers' Association. Explanatory notes are available from BIMCO at warm bimco org. Adopted by BIMCO in 1956, revised 1966, 1983, 1966/87, 1993 and 2012 |
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| For the Sellers: Oystein Emberland, Chief Financial Officer (CFO) / Knutsen NYK Offshore Tankers AS Smedasundet 40,<br>P.O.Box 2017, 5504 Flaugesund, Norway, Tel: +47 52 70 40 13, Cel: +47 95 20 05 14, E-mail: oem@knotgroup.com<br>18. Entire Agreement<br>The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the<br>sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in<br>relation thereto.<br>Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy<br>in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is<br>expressly set out in this Agreement.<br>Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such<br>exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.<br>19. Confidentially<br>This Agreement and all details contained therein are to be kept strictly private and confidential by the Parties.<br>20.<br>This Agreement is subject to the parties entering into a quiet enjoyment agreement (the "QEL") on the same terms and<br>conditions as the quiet enjoyment agreement entered into in relation to the vessel named "Torill Knutsen" with IMO no<br>9630030 with only logical adjustments being made therefrom. For the avoidance of doubt, if Equinor as sub-charterer<br>requires a QEL, the parties shall negotiate in good faith to accommodate such amendments as they may require. The<br>Barecon 2001 for the Chartering back of the Vessel and the QEL shall form an integral part of this Agreement. Should the<br>parties for an reason whatsoever not enter into the Barecon 2001 or the QEL, or if the said Barecon2001 or QEL does not<br>become effective or become null and void prior to delivery of the Vessel, this Agreement shall terminate and become null<br>and void and neither party shall have any claims of whatsoever nature against the other in respect of this Agreement or<br>otherwise.<br>For and on behalf of the Sellers For and on behalf of the Buyers<br>y5-r,<br>Title: A ttokly 6.. z<br>Name: Nil •HKOUCHI<br>Title: President<br>Copyright aa 2012 Norwegian ShIpbrokers' Association. All rights reserved_ Published by BIMCO. No part of this BIMCOSmartCon document may be copied. reproduced or distributed In any form without the prior written<br>permission of the Norwegian Shipbrokers' Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO In 1956, revised 1966, 1983, 1966/67, 1993 and 2012, |
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Exhibit 4.3
| ADDENDUM NO. 1<br>to the<br>MEMORANDUM OF AGREEMENT<br>Dated 13th August, 2025,<br>made between<br>KNOT SHUTTLE TANKERS 34<br>AS<br>and<br>MI-DAS LINE S.A.<br>regarding<br>MT "TOVE KNUTSEN"<br>THIS ADDENDUM is made on 13th of August, 2025, between KNOT SHUTTLE<br>TANKERS 34 AS (the "Sellers") and MI-DAS LINE S.A. (the "Buyers") to the<br>memorandum of agreement dated 13th of August, 2025 (the "MOA") made between<br>the Sellers and the Buyers regarding the motor tanker named "TOVE KNUTSEN"<br>(the "Vessel") and built by Hyundai Heavy Industries (the "Shipyard") under IMO No.<br>9868376.<br>WHEREAS the Sellers have sold the Vessel to the Buyers under the MOA and NOW<br>THEREFORE it is hereby mutually agreed between the Sellers and the Buyers, |
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| Further and in addition to the documents mentioned in Clause 8 of the MOA, the<br>following documents shall be exchanged at the time of delivery:<br>The Sellers shall provide the Buyers with the following documents<br>upon or prior to the delivery of the Vessel to the Buyers:<br>1. Certificate of Ownership and Non-Encumbrances from the<br>competent authorities dated the day of delivery of the Vessel;<br>2. Copy of the Protocol of Delivery and Acceptance under the MOA<br>with two (2) original counterparts to be sent post-closing from the<br>Sellers to the Buyers;<br>3. One (1) certified true photocopy of the certificate of registration<br>listing the Directors of the Company dated by the registry in which<br>the company is incorporated dated not more than 20 (twenty)<br>Banking Days prior to delivery;<br>4. One (1) certified true copy of the Minutes of meeting of the Sellers'<br>board of directors, confirming and recording (i the approval and<br>authorization of the sale of the Vessel to the Buyers, (ii) the<br>execution of all documents in connection therewith, and (iii) the<br>granting of a respective power of attorney;<br>5 One (1) certified true photocopy of Sellers' Articles of Association<br>(Originals are in Norwegian, will be an in house translation).<br>6. Copy of the Power of Attorney of the Sellers, duly notarized,<br>confirming the authority of the person(s) acting on behalf of the<br>Sellers to sign and execute the Bill of Sale, the Protocol of Delivery<br>and Acceptance and all other documents required in connection<br>with the sale of the Vessel to the Buyers and generally to act on<br>behalf of the Sellers in connection with the delivery of the Vessel |
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| and the release of the deposit to be paid by the Buyers under the MOA<br>with one (1) original to be sent post-closing from the Sellers to the<br>Buyers;<br>7 Copy of a legal Bill of Sale in a British 10A Form warranting that the<br>Vessel is free from all encumbrances, mortgages and maritime liens<br>or any other debts or taxes or claims whatsoever, duly notarized (only<br>if required by the Malta Ship Registry), pursuant to which ownership<br>title to the Vessel is transferred from the Sellers to the Buyers with<br>two (2) originals to be sent post-closing from the Sellers to the<br>Buyers;<br>8. One (1) Letter of Undertaking issued by the Sellers on the Sellers'<br>letterhead stating that they will be providing the Buyers with the closed<br>CSR certificate issued by Vessel's Flag Registry in electronic copy<br>promptly upon it being issued and latest within four (4) weeks after the<br>delivery date of the Vessel to the Buyers;<br>9. A Certificate of Deletion of the Vessel issued by the Vessel's Flag<br>Registry at the time of delivery, or, in the event that Vessel's Flag<br>Registry does not as matter of practice issue such document<br>immediately, a written undertaking issued by the Sellers on the Sellers'<br>letterhead on the date of delivery stating that the Sellers will effect<br>deletion from Vessel's Flag Registry forthwith/immediately and that they<br>will provide the Buyers with a Certificate of Deletion issued by Vessel's<br>Flag Registry in original or in electronic copy in accordance with<br>Vessel's Flag Registry practices promptly upon it being issued and latest<br>within two (2) weeks after the delivery date of the Vessel to the Buyers;<br>10. Copy of a commercial invoice for the Vessel incorporating the<br>particulars of the Vessel of the date of delivery to the Buyers, duly<br>executed by the Sellers with two (2) originals to be sent post-closing<br>from the Sellers to the Buyers;<br>11 Any such additional documents as may reasonably be required by<br>competent ship register or maritime authorities of the Nominated<br>Flag State for the purpose of registration of the Vessel.<br>\lk E |
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| II. The Buyers shall provide the Sellers the following documents upon or<br>prior to the delivery of the Vessel :<br>1. Copy of the Power of Attorney, duly notarized and legalized,<br>confirming the authority of the person(s) to represent the Buyers in<br>connection with the purchase and the delivery and acceptance of the<br>Vessel, to sign and execute all documents required in connection<br>with the purchase of the Vessel, to authorise the payment of the<br>purchase price and all other amounts to be paid by the Buyers in<br>accordance with the MOA, and generally to act on behalf of the<br>Buyers in connection with the purchase and delivery of the Vessel<br>with one (1) original to be sent post-closing from the Sellers to the<br>Buyers;<br>2. One (1) certified true copy of the Minutes of meeting of the Buyers'<br>board of directors, duly certified by the secretary or other authorized<br>authorization of the purchase of the Vessel, (ii) the execution of all<br>documents in connection therewith, and (iii) the granting of a respective<br>power of attorney;<br>3. One (1) certified true copy of Buyers' Articles of Incorporation<br>certified as true copy by a Director of the Buyers, and certified true<br>photocopy of Certificate of Good Standing showing the names of the<br>Directors of the Buyers and not older than 30 (thirty) Banking Days<br>prior to the date of Delivery of the Vessel.<br>Prior to delivery, and when requested by the Buyers, the Sellers shall authorise<br>the vessel's Classification Society to confirm directly by fax to the maritime<br>authorities of the Nominated Flag State certain matters concerning the Vessel's<br>class and the validity of its safety certificates, in order to facilitate the Buyers with<br>the Vessel's registration formalities.<br>All documents shall be in the English language or accompanied by translation<br>into English.<br>Whenever apostilles are required, if any, pursuant to the terms of the MOA<br>including any addenda thereto, the Parties shall accept electronic apostilles<br>which have been issued in accordance with the Apostille Convention. |
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| Drafts/copies of executed delivery documents to be forwarded to the opposite<br>party by e-mail or fax in good time prior to delivery, as far as reasonably possible.<br>All other terms, conditions and exceptions of the MOA shall remain in full force<br>and effect.<br>For the Sellers :<br>KNOT SHUTTLE TANKERS 34<br>AS<br>E„.„4,41a "id<br>Title: o ttot„,7 _ --Fact<br>For the Buyers :<br>MI-DAS LINE S.A.<br>Name ENJI OHKOUCHI<br>Title resident |
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Exhibit 4.4
| BARECON 2001<br>STANDARD BARE BOAT CHARTER<br>1. Shipbroker<br>Japan Shipping Services Co., Ltd.<br>3. Owners/Place of business (Cl. 1)<br>Ml-DAS LINE S.A.<br>Ml-DAS LINE S.A. to be guaranteed by Doun Kisen Co., Ltd<br>as per performance guarantor<br>5. Vessel's name, call sign and flag (Cl. 1 and 3)<br>Name: M.T. Tove Knutsen<br>Flag: NIS<br>IMO: 9868376<br>6. Type of Vessel<br>Crude oil/ Shuttle tanker<br>8. When/Where built<br>November 2020<br>HYUNDAI HEAVY INDUSTRIES<br>10. Classification Society (Cl. 3)<br>DNV (Det Norske Veritas)<br>2. Place and date<br>Haugesund, 13th August, 2025<br>-· ••<br>BIMCO<br>STANDARD FORM<br>PART 1<br>4. Bareboat Charterers/Place of business (Cl. 1)<br>KNOT SHUTTLE TANKERS 34 AS<br>KNOT SHUTTLE TANKERS 34 AS to be guaranteed by<br>KNOT Offshore Partners LP as per performance guarantor<br>7. GT/NT<br>GT: 84,666<br>NT: 48,960<br>9. Total DWT (abt.) in metric tons on summer freeboard<br>152,868DWT<br>11. Date of last special survey by the Vessel's classification<br>society<br>N/A<br>Cop,/rlght (D 2001 BIMCO. All rtghts reserved. Any unauthorised cop'jing, duplication, reproduction or distribution of this SIMCO SmartCon document wtll constitute an infringement of BIMCO's copyrisht. Explanatory notes<br>are iNailable from BIMCO at www.bimco org. First publlshed In 1974 as BARECON A and e Amalgamated and revised in 1989 Revised 2001.<br>Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the<br>type that the registrant treats as private or confidential, and the terms have been marked at the appropriate place<br>with six asterisks (******). |
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| 12 Further particulars of Vessel (also indicate minimum number of months' validity of class certificates agreed acc. To Cl.<br>3}<br>N/A<br>13. Port or Place of delivery (Cl. 3)<br>See Clause 32<br>16. Port or Place of redelivery (Cl. 15)<br>Worldwide always within Institute Warranty Limits(IWL)<br>18. Running days' notice if other than stated in Cl. 4<br>See Clause 32<br>20. Trading limits (Cl. 6)<br>14. Time for delivery (Cl.<br>4)<br>See Clause 32<br>15. Cancelling date (Cl. 5)<br>See Clause 32<br>17. No. of months' validity of trading and class certificates<br>upon redelivery (Cl. 15)<br>Three (3) months, or less where part of customary<br>renewal procedures<br>19. Frequency of dry-docking (Cl. lO(g))<br>As required by class<br>Worldwide Trading always within Institute Warranty Limits (IWL).However, any country designated pursuant to any<br>International (including United nations, or United States or European Union or member state of European Union or<br>United Kingdom or Japan, Panama, Malta) or regulation imposing trade and economic sanctions, prohibitions or<br>restrictions (which may be amended from time to time during the Charter Period), North Korea, Israel, Russia and<br>other countries sanctioned/ boycotted / banned by UN or USA, Japan, Panama, Malta, to be excluded from trading. If<br>the situation of the country(ies) or a country not including in trading is changed, both parties will discuss. War or<br>warlike zone to be excluded. Charterers may breach IWL against payment of additional premium/expense prior to<br>Charterers' written notice to the Owners.<br>21. Charter period (Cl. 2)<br>Ten (10) years from the time of delivery<br>22. Charter hire (Cl. 11)<br>******<br>23. New class and other safety requirements (state percentage of Vessel's insurance value acc. To Box 29}(CI. lO(a)(ii))<br>See Clause 40<br>24. Rate of interest payable acc. To Cl. 11 (f) and, if<br>applicable, acc. To PART IV<br>6.00%<br>25. Currency and method of payment (Cl. 11)<br>United States Dollars (see also clause 11)<br>�opyrigt'-t rQ 2001 SIMCO All tIghB reserv�d Any unJuchor sed copyirg, duplfcat1on, reprodyction or distribution of this SIMCO SmartCon dl'lcumcnt will constitute an infringement of BIMCO's co1Jvrlcrt. E>li:ilaratory notes<br>;irr nv�ilable frnm BIMCO at www bimco or� first published in 1974 as BA",ECON A and 9. Am.1IR;al'!lated and rev,sea in 1989 Revised ZOO}. |
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| 27. Bank guarantee/bond (sum and place) (Cl. 24)<br>(optional)<br>N/A<br>26. Place of payment; also state beneficiary and bank<br>account (Cl. 11)<br>******<br>28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 29. Insurance (hull and machinery and war risks) (state<br>12(b) applies state date of Financial Instrument and name of value acc. To Cl. 13(f) or, if applicable, acc. To Cl. 14(k))<br>Mortgagee(s)/Place of business) (Cl. 12) (also state if Cl. 14 applies)<br>See Clause 36 See Clause 37<br>30. Additional insurance cover, if any, for Owners' account 31. Additional insurance cover, if any, for Charterers'<br>limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br>N/A N/A<br>32. Latent defects (only to be filled in if period other than 33. Brokerage commission and to whom payable (Cl. 27)<br>stated in Cl. 3)<br>N/A<br>N/A<br>34. Grace period (state number of clear banking days) (Cl. 35. Dispute Resolution (state 30(a), 30{b) or 30(c); if 30(c)<br>28) agreed Place of Arbitration must be stated (Cl. 30)<br>Three (3) banking days (as defined in clause 1) (a) English law; London arbitration clause 30(a)<br>36. War cancellation (indicate countries agreed) (Cl. 26(f))<br>N/A<br>37. Newbuilding Vessel (indicate with "yes" or "no" whether 38. Name and place of Builders (only to be filled in if PART<br>PART Ill applies) (optional) Ill applies)<br>N/A N/A<br>Copyright© 2001 BIMCO All rights reserved. Any unauthor sed copying, duplication, reproduction or distribution of ttiis BIMCO SmartCon document wili constitL..te an infringement of 31MCO's capyri�ht. E,cplaniltorv notes<br>are available from BIMCO at www.bimco arg First published m 1974 as BAi�ECON A ,3nd 8. Amal,1tarnated and revised in :19B9 Revised 2001<br>1.. |
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| ADDITIONAL CLAUSES TO MN "TOVE KNUTSEN" BAREBOAT CHARTER PARTY DATED 13th AUGUST, 2025<br>a partial loss, then, the Owners shall not unreasonably withheld or delay giving such consent or<br>authority. In the absence of such prior written consent the money shall be paid to the Owners or the<br>Owners' bank. In case of repair work being expected within a range of USO 3,000,000 to USO<br>10,000,000, the Charters will inform the Owners of details in a timely manner<br>The Charterers shall upon the request of the Owners provide such information as may be reasonably<br>requested by the Owners in relation to the insurances of the Vessel.<br>The Charters shall, not later than the Delivery Date, either take out and effect or procure that the<br>Charterers take out and effect the following insurance at the Charters' expense on and in respect of the<br>Vessel and shall, throughout the Charter Period, maintain the said insurances effective with such<br>reputable insurer or insurers at the Charterers' own expense.<br>(a) Hull and Machinery insurance shall be taken out and maintained to be effective in the joint names<br>of both the Charterers and the Owners as co-assured with the insurers against such fire and usual<br>marine risks; and<br>(b) P&I Club insurance shall be effected by an entry or entries of the Vessel with or in any P&I Club<br>to protect and indemnify the Owners as co-assured and the Vessel against all P&I risks (including,<br>but not limited to, pollution spillage and leakage risks).<br>38. Optional Periods<br>There are no options to extend the Charter.<br>39. Purchase of the Vessel by the Charterers<br>(a) The Charterers (or their guaranteed nominee) may exercise their purchase option (each<br>purchase option ofthe Vessel set out herein being referred to asthe "Purchase Option")<br>to purchase the Vessel from the Owners at the end of the Charter Period, for a purchase<br>price of ******<br>(b) If any event of default under the Loan Agreement (an "Event of Default") occurs and<br>is continuing under the Loan Agreement, the Owner shall notify the Charterer in writing<br>that an Event ofDefault has occurred (such notice being called the "EoD Notice")<br>and within one (1) months after receipt of the EoD Notice, the Charterer shall have the<br>option to purchase the Vessel at the purchase option price of the outstanding bare boat<br>charter balance indicated against the relevant time set out in in the "Outstanding BBC<br>Principal Balance as per Schedule A attached hereto, (initially being ****** on delivery<br>date and ending with ****** at the end of the bareboat charter after 120 months), to<br>be settled within six (6) months or any longer period accepted by the Mortgagee in<br>writing (each purchase price set out in this paragraph (a) and (b) being called the<br>"Purchase Option Price") on a strictly "as is where is" basis. The Charterers shall<br>pay such Purchase Option Price in cash to the Owners upon transfer of title to the<br>Vessel pursuant to the Sale Contract under clause ( c) below.<br>d |
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