| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Units Representing Limited Partner Interests |
| (b) | Name of Issuer:
KNOT Offshore Partners LP |
| (c) | Address of Issuer's Principal Executive Offices:
2 Queen's Cross, Aberdeen,
UNITED KINGDOM
, AB15 4YB. |
Item 1 Comment:
Explanatory Note
The Reporting Persons named in Item 2 below are hereby jointly filing this amendment
(the "Amendment") to the Schedule 13D filed with the U.S Securities and Exchange
Commission (the "Commission") on August 22, 2016, as amended by Amendment No.
1 filed on March 31, 2017, Amendment No. 2 filed on November 20, 2018, Amendment
No. 3 filed on September 24, 2021, Amendment No. 4 filed on November 3, 2025 and
Amendment No. 5 filed on March 20, 2026 (as amended, the "Schedule 13D"), to report
that, on June 15, 2026, Knutsen NYK Offshore Tankers AS, a Norway limited company
("KNOT"), purchased 1,250,000 Series A Preferred Units of KNOT Offshore Partners
LP, a Marshall Islands limited partnership (the "Partnership" or the "Issuer"), from
Pierfront Capital Mezzanine Fund Pte. Ltd.
In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Exchange Act, the
Reporting Persons named in Item 2 below have executed a written agreement relating
to the joint filing of this Amendment (the "Joint Filing Agreement"), a copy of which is
annexed hereto as Exhibit E. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment is being filed by (i) KNOT, (ii) NYK Holding (Europe) B.V., a
Netherlands company ("NYK Europe"), (iii) Nippon Yusen Kabushiki Kaisha, a
Japanese corporation ("NYK"), (iv) TS Shipping Invest AS, a Norway limited company
("TSSI"), (v) Seglem Holding AS, a Norway limited company ("Seglem Holding") and
(vi) Trygve Seglem, a citizen of Norway (collectively, the "Reporting Persons").
KNOT owns 100% of KNOT Offshore Partners GP LLC, a Marshall Islands limited
liability company and the general partner (the "General Partner") of KNOT Offshore
Partners LP, a Marshall Islands limited partnership (the "Partnership" or the "Issuer").
KNOT is a joint venture between NYK Europe and TSSI, each of which owns a 50%
interest and has the power to appoint half of the members of the board of directors of
KNOT. NYK Europe is a wholly owned subsidiary of NYK, a broadly owned Japanese
public company. TSSI is a wholly owned subsidiary of Seglem Holding, of which 70%
is owned by Trygve Seglem with the remainder owned by members of his immediate
family. Accordingly, each of NYK Europe, NYK, TSSI, Seglem Holding and Trygve
Seglem may be deemed to share beneficial ownership of the common units
representing limited partner interests in the Partnership ("Common Units"), Class B
Units representing limited partner interests in the Partnership ("Class B Units") and
Series A Convertible Preferred Units of the Partnership ("Series A Preferred Units")
beneficially held by KNOT and the 1.83% general partner interest in the Partnership
held by the General Partner. |
| (b) | The principal business address of each of KNOT, TSSI, Seglem Holding and Trygve Seglem is Smedasundet 40, Postbox 2017, 5504 Haugesund, Norway. The principal business address of NYK Europe is Reykjavikweg 1 1118 LK Schiphol, the Netherlands. The principal business address of NYK is 3-2 Marunouchi 2-chome, Chiyoda-ku Tokyo 100-0005, Japan. |
| (c) | The principal business of KNOT is to own and operate shuttle tankers. The principal
business of TSSI and Seglem Holding is as an investment and holding company. The
principal business of NYK Europe is financial holdings. The principal business of NYK
is international marine transportation, terminal and harbor transport, and shipping-
related services. The name, business address, present principal occupation and
citizenship of Trygve Seglem and of each director and executive officer of the entity
Reporting Persons (the "Covered Persons") are set forth on Exhibit A to this
Amendment, which is incorporated herein by reference. |
| (d) | In the past five years, none of the Reporting Persons nor, to the best of their knowledge,
any Covered Person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
| (e) | In the past five years, none of the Reporting Persons nor, to the best of their knowledge,
any Covered Person, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that has resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such laws. |
| (f) | Trygve Seglem is a citizen of Norway. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Issuance of Subordinated Units at IPO
In connection with the consummation of the Partnership's initial public offering ("IPO"),
the Partnership acquired a 100% indirect ownership interest in KNOT Shuttle Tankers
AS, a wholly owned subsidiary of KNOT, which at the time of the IPO directly or
indirectly owned (1) 100% of Knutsen Shuttle Tankers XII KS, the owner of the shuttle
tankers Recife Knutsen and Fortaleza Knutsen, (2) 100% of Knutsen Shuttle Tankers
XII AS, the general partner of Knutsen Shuttle Tankers XII KS, and (3) the shuttle
tankers Windsor Knutsen and Bodil Knutsen and all of their related charters, inventory
and long-term debt. In connection with the consummation of the IPO, (1) the
Partnership issued to KNOT 8,567,500 subordinated units, representing a 49.0%
limited partner interest in the Partnership ("Subordinated Units"), and 100% of the
incentive distribution rights; (2) the General Partner, a wholly owned subsidiary of
KNOT, continued its 2.0% general partner interest in the Partnership; and (3) the
Partnership issued and sold to the public, through certain underwriters, 8,567,500
Common Units, representing a 49.0% limited partner interest in the Partnership.
Conversion of Subordinated Units
The Partnership's First Amended and Restated Agreement of Limited Partnership
provided that the Subordinated Units owned by KNOT would convert into Common
Units two business days after the Partnership met certain financial tests set forth in
such agreement. These financial tests required the Partnership to have earned and
paid a minimum quarterly distribution on all of the outstanding units for three
consecutive, non-overlapping four-quarter periods. On May 16, 2016, the Partnership
paid the final distribution required to satisfy the financial tests. On May 18, 2016, the
8,567,500 Subordinated Units converted into Common Units on a one-for-one basis
and KNOT became the beneficial owner of 8,567,500 additional Common Units.
Unit Repurchase Program
In August 2015, the Partnership's board of directors authorized a program for the
Partnership to repurchase up to 666,667 Common Units. The board of directors of the
General Partner concurrently authorized the General Partner to purchase up to 333,333
Common Units. As of November 20, 2018, the General Partner had purchased 90,368
Common Units pursuant to the unit repurchase program at an average purchase price
of $12.71 per unit. The funds used by the General Partner to purchase such Common
Units were obtained through equity contribution and long term borrowings from KNOT,
which KNOT funded with available cash generated by its operations. Because KNOT
is the sole owner of the General Partner, the 90,368 Common Units purchased by the
General Partner pursuant to the unit repurchase program are included in the Common
Units reported in this Amendment as beneficially owned by KNOT.
Tortoise Preferred Transaction
On May 27, 2021, Tortoise Direct Opportunities Fund LP ("Tortoise") sold 208,333 of
its Series A Preferred Units to KNOT and converted its remaining 208,334 Series A
Preferred Units into 215,292 Common Units. KNOT paid approximately $4 million for
the Series A Preferred Units using cash on hand.
Pierfront Capital Preferred Transaction
On June 15, 2026, Pierfront Capital Mezzanine Fund Pte. Ltd. ("Pierfront Capital") sold
1,250,000 of its Series A Preferred Units to KNOT for a cash purchase price of $20.00
per Series A Preferred Unit. KNOT paid $25.0 million in the aggregate for the Series A
Preferred Units using cash on hand.
IDR Exchange
On September 10, 2021, KNOT contributed all of the Incentive Distribution Rights (as
defined in the Third Amended and Restated Agreement of Limited Partnership of the
Partnership, dated June 30, 2017 (the "Previous Partnership Agreement")), in the
Partnership held by KNOT (the "IDRs") in exchange for the issuance by the Partnership
to KNOT of (i) 673,080 Common Units and (ii) 673,080 Class B Units pursuant to an
Exchange Agreement among the Partnership, the Partnership's general partner and
KNOT, dated September 7, 2021 (the "Exchange Agreement"), whereupon the IDRs
were immediately cancelled and ceased to exist (collectively, the "IDR Exchange"). The
Class B Units were a new class of limited partner interests and are not entitled to
receive cash distributions in any quarter unless the Common Units receive a distribution
of at least $0.52 for such quarter (the "Distribution Threshold"). When holders of
Common Units receive a quarterly distribution at least equal to the Distribution
Threshold, Class B unitholders are entitled to receive the same distribution as common
unitholders.
For each quarter (starting with the quarter ending September 30, 2021) that the
Partnership pays distributions on the Common Units that are equal to or above the
Distribution Threshold, one-eighth of the Class B Units are converted to common units
on a one-for-one basis until such time as no further Class B Units exist. The Class B
Units generally vote together with the Common Units as a single class.
As of March 31, 2026, a total of 420,675 of the Class B Units had been converted into
Common Units. As a result, 252,405 out of the 673,080 Class B Units originally issued
remained outstanding as of March 31, 2026. |
| Item 4. | Purpose of Transaction |
| | The information contained in Item 3 above is incorporated herein by reference.
KNOT acquired its Common Units (including any Common Units issuable upon
conversion of the Class B Units and Series A Preferred Units) for investment purposes
and (in the case of the original acquisition of the Subordinated Units) in order to effect
the IPO. Each of the Reporting Persons at any time and from time to time may acquire
additional Common Units or dispose of any or all of Common Units that it owns
depending upon an ongoing evaluation of the investment in the Common Units,
prevailing market conditions, other investment opportunities, other investment
considerations and/or other factors.
Under the Limited Liability Company Agreement of the General Partner, dated February
20, 2013 (the "General Partner LLC Agreement"), KNOT has the right to designate the
individuals that serve on the board of directors of the General Partner. The General
Partner, in turn, has the right to appoint three of the seven directors of the Partnership.
Through KNOT's right to appoint the board of directors of the General Partner and the
General Partner's right to appoint three members of the board of directors of the
Partnership (the "Board"), KNOT and, indirectly, the other Reporting Persons, have the
ability to influence the management, policies and control of the Partnership with the aim
of increasing the value of the Partnership, and thus of the Reporting Persons'
investment.
The Reporting Persons continuously evaluate their investment in the Issuer and its
subsidiaries and, depending on various factors including, but not limited to, the price of
the Common Units, the terms and conditions of available transactions, prevailing
market conditions and such other considerations as the Reporting Persons deem
relevant may, at any time or from time to time, and subject to any required regulatory
approvals, acquire or dispose of additional Common Units, Series A Preferred Units
and/or other equity, debt, notes, instruments or other securities of the Issuer and/or its
subsidiaries on the open market, in privately negotiated transactions, directly from or to
the Issuer, upon the exercise or conversion of securities convertible into or exercisable
or exchangeable for other securities or otherwise. Any such acquisition, disposition or
other transaction could be effectuated through open market purchases, tender or
exchange offers, exercise of the limited call right contained in the Partnership
Agreement, negotiated merger transactions, privately negotiated transactions, sale
transactions or otherwise.
The Reporting Persons may, at any time and from time to time, review or reconsider
their position and/or change their purpose and/or formulate plans or proposals with
respect thereto. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of Common Units beneficially owned by each
Reporting Person (on the basis of a total of 35,410,204 Common Units outstanding as
of March 31, 2026) are as follows:
Knutsen NYK Offshore Tankers AS
Amount beneficially owned: 11,501,486 Percentage: 32.5%
NYK Holding (Europe) B.V.
Amount beneficially owned: 11,501,486 Percentage: 32.5%
Nippon Yusen Kabushiki Kaisha
Amount beneficially owned: 11,501,486 Percentage: 32.5%
TS Shipping Invest AS
Amount beneficially owned: 11,501,486 Percentage: 32.5%
Seglem Holding AS
Amount beneficially owned: 11,501,486 Percentage: 32.5%
Trygve Seglem
Amount beneficially owned: 11,501,486 Percentage: 32.5%
Included in the amount beneficially owned for each Reporting Person are 1,749,862
Common Units, which represent the Common Units into which the 1,458,333 Series A
Preferred Units beneficially owned were convertible at March 31, 2026. In calculating
the percentage beneficially owned, these Common Units were included in both the
numerator and denominator. |
| (b) | The aggregate number and percentage of Common Units beneficially owned by each
Reporting Person (on the basis of a total of 35,410,204 Common Units outstanding as
of March 31, 2026) are as follows:
Knutsen NYK Offshore Tankers AS
Number of Common Units to which the Reporting Person has:
i.Sole power to vote or to direct the vote: 11,501,486
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the disposition of: 11,501,486
iv. Shared power to dispose or to direct the disposition of: 0
NYK Holding (Europe) B.V.
Number of Common Units to which the Reporting Person has:
i.Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 11,501,486
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,501,486
Nippon Yusen Kabushiki Kaisha
Number of Common Units to which the Reporting Person has:
i.Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 11,501,486
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,501,486
TS Shipping Invest AS
Number of Common Units to which the Reporting Person has:
i.Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 11,501,486
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,501,486
Seglem Holding AS
Number of Common Units to which the Reporting Person has:
i.Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 11,501,486
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,501,486
Trygve Seglem
Number of Common Units to which the Reporting Person has:
i.Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 11,501,486
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,501,486
Included in the amount beneficially owned for each Reporting Person are 1,749,862
Common Units, which represent the Common Units into which the 1,458,333 Series A
Preferred Units beneficially owned were convertible at March 31, 2026. In calculating the percentage beneficially owned, these Common Units were included in both the
numerator and denominator. |
| (c) | Except as described herein, none of the Reporting Persons nor, to the Reporting
Persons' knowledge, the Covered Persons, has effected any transactions in the
Common Units during the past 60 days. |
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds
from the sale of, the Common Units reported on the cover page of this Amendment and
in this Item 5. No other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of distributions from, or the proceeds from the
sale of, Common Units beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information contained in Items 2 and 3 above is incorporated herein by reference.
Partnership Agreement
In connection with the IDR Exchange, the Partnership amended the Previous
Partnership Agreement and entered into a Fourth Amended and Restated Agreement
of Limited Partnership, effective as of September 10, 2021 (the "Partnership
Agreement"), which is filed as Exhibit 3.2 to the Partnership's Registration Statement
on Form 8-A/A filed with the Commission on September 10, 2021.
General Partner's Right to Appoint Directors
The Partnership's board of directors consists of seven members, three of which are
appointed by the General Partner ("Appointed Directors") and four of which are elected
by holders of the Common Units and Class B Units ("Elected Directors"). Appointed
Directors serve as directors for terms determined by General Partner. Elected Directors
are divided into four classes serving staggered four-year terms. Whenever distributions
payable on the Series A Preferred Units have not been declared and paid for four
consecutive quarters, 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, will have the right to replace one of the Appointed Directors with a person
nominated by such holders, such nominee to serve until all accrued and unpaid
distributions on the preferred units have been paid.
Voting Restrictions
The Partnership Agreement provides that holders of the Common Units and Class B
Units who are residents of Norway (including KNOT) are not eligible to vote in the
election of Elected Directors. Further, if any person or group owns beneficially more
than 4.9% of any class of units then outstanding, any such units owned by that person
or group in excess of 4.9% may not be voted on any matter and are not considered to
be outstanding when sending notices of a meeting of unitholders, calculating required
votes (except for purposes of nominating a person for election to the board of directors),
determining the presence of a quorum or for other similar purposes, unless required by
law. The General Partner, its affiliates (including KNOT) and persons who acquire
Common Units and Class B Units with the prior approval of the board of directors are
not subject to the 4.9% limitation except with respect to voting their Common Units and
Class B Units in the election of the Elected Directors.
Registration Rights
Under the Partnership Agreement, the Partnership agreed to register for resale under
the Securities Act of 1933, as amended, and applicable state securities laws any
Common Units or other partnership interests proposed to be sold by the General
Partner or any of its affiliates (including KNOT) or their assignees if an exemption from
the registration requirements is not otherwise available or advisable. These registration
rights continue for two years following any withdrawal or removal of the General Partner
as the general partner of the Partnership. The Partnership is obligated to pay all
expenses incidental to the registration, excluding underwriting discounts and
commissions.
Limited Call Right
Under the Partnership Agreement, if, at any time, the General Partner and its affiliates
own more than 80% of the Common Units then outstanding, the General Partner has
the right, but not the obligation, to purchase all, but not less than all, of the remaining
Common Units at a price equal to the greater of (1) the average of the daily closing
prices of the Common Units over the consecutive 20 trading days preceding the date
three days before notice of exercise of the call right is first mailed and (2) the highest
price paid by the General Partner or any of its affiliates for Common Units during the
90-day period preceding the date such notice is first mailed.
General Partner LLC Agreement
Under the General Partner LLC Agreement, KNOT has the right to designate the
individuals that serve on the board of directors of the General Partner.
To the best knowledge of the Reporting Persons, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 with respect to any securities of the Partnership.
References to, and descriptions of, the Partnership Agreement as set forth in this
Amendment are qualified in their entirety by reference to the Partnership Agreement
filed as Exhibit 3.2 to the Partnership's Registration Statement on Form 8-A/A filed with
the Commission on September 10, 2021, which is incorporated by reference herein in
its entirety. References to, and descriptions of, the General Partner LLC Agreement as
set forth in this Amendment are qualified in their entirety by reference to the General
Partner LLC Agreement filed as Exhibit 3.4 to the Partnership's Registration Statement
on Form F-1, filed with the Commission on February 28, 2013 (File No. 333-186947),
which is incorporated by reference herein in its entirety. References to, and descriptions
of, the Exchange Agreement as set forth in this Amendment are qualified in their entirety
by reference to Exhibit D to this Amendment, which is incorporated by reference herein
in its entirety. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A Directors and Executive Officers of the Reporting Persons.
Exhibit B Fourth Amended and Restated Agreement of Limited Partnership of KNOT
Offshore Partners LP (filed as Exhibit 3.2 to the Partnership's Registration Statement
on Form 8-A/A filed with the Commission on September 10, 2021 and incorporated by
reference herein in its entirety).
Exhibit C Limited Liability Company Agreement of KNOT Offshore Partners GP LLC
(filed as Exhibit 3.4 to the Partnership's Registration Statement on Form F-1, filed with
the Commission on February 28, 2013 (File No. 333-186947) and incorporated by
reference herein in its entirety).
Exhibit D Exchange Agreement, dated September 7, 2021, between KNOT Offshore
Partners LP, KNOT Offshore Partners GP LLC and Knutsen NYK Offshore Tankers AS
(filed as Exhibit 4.1 to the Partnership's Form 6-K, filed with the Commission on
September 7, 2021 (File No. 005-87436) and incorporated by reference herein in its
entirety).
Exhibit E Joint Filing Agreement, dated June 16, 2026. |
