EFTA01083794.pdf

SUBJECT TO COMPLETION, DATED JULY 13, 2015 PROSPECTUS SUPPLEMENT (To Prospectus dated December 23, 2014) Units ti cr, CO 0. Dynagas LNG Partners LP % Series A Cumulative Redeemable Preferred Units (Liquidation Preference $25.00 per Unit) We are offering of our % Series A C lathe Redeemable Preferred Units, liquidation preference $25.00 eO per ' , or the Series A Preferred Units. '6' -6 Distributions on the Series A Preferred Units are entttttlative from the date of original issue and will be payable quarterly in arrears on the 12th day ofFebruary, May, August and November of each year, when, as and if declared = = E by our Board of Directors. The initial distribution on the Series A Preferred Units offered hereby will be payable on co - November 12. 2015 in an amount equal to $ per ' . Distributions will be payable out of amounts legally • c available therefor at an initial rate equal to % per annum of the stated liquidation preference. a) 0. T. At any time on or after August 12, 2020, the Series A Preferred Units may be redeemed. in whole or in part, out of 0 0 amounts legally available therefor, at a redemption price of $25.00 per unit plus an amount equal to all 1.7) accumulated and unpaid distributions thereon to the date of redemption, whether or not declared. T. • •- 0) We intend to apply to have the Series A Preferred Units listed on the New York Stock Exchange, or the NYSE, under co = the symbol "DLNGPRA." If the application is approved, we expect trading of the Series A Preferred Units on the NYSE to begin within 30 days after their original issue date. Currently, there is no public market for the Series A Preferred Units. CU A 3 Investing in our Series A Preferred Units involves a high degree of risk Our Series A Preferred E Units have not been rated and are subject to the risks associated with nitrated securities. Please ea .4O read "Risk Factors" beginning on page 5.15 of this prospectus supplement and under the heading = "Item 3.—D. Risk Factors" of our Annual Report on Form 20•F for the year ended am- December 31, 2014,filed with the Commission on March 10, 2015. E g, o Neither the Securities and Exchange Commission nor any state securities commission has approved or "3 co disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthfkil or complete. Any representation to the contrary is a criminal offense. Per Una Total Public offeringprice $ $ Underwriting discount" $ $ Proceeds to us (before expenses) $ $ a_ w (1) We have granted the underwriters an option for a period of 30 days to purchase up to an additional E t Series A Preferred Units. If the underwriters exercise the option in full, the total underwriting .24 OD CO a discount will be $ and the total proceeds to us before expenses will be $ . E 'a" Delivery of the Series A Preferred Units is expected to be made in book-entry form through the facilities of The a= Depository Trust Company on or about , 2015. = " 0 7, ... A en Joint Book-Running Managers 'i 8 , . -0 Morgan Stanley Credit Suisse Stifel DNB Markets .0 1,-. CO , 2015 EFTA01083794  TABLE OF CONTENTS Prospectus Supplement Prospectus Page Page ALTERNATIVE SETTLEMENT DATE . .. ABOUT THIS PROSPECTUS 1 ABOUT THIS PROSPECTUS WHERE YOU CAN FIND MORE SUPPLEMENT iii INFORMATION 2 FORWARD-LOOKING STATEMENTS.. .. v FORWARD-LOOKING STATEMENTS 4 PROSPECTUS SUMMARY S-1 ABOUT DYNAGAS LNG PARTNERS LP .. 6 RISK FACTORS S-15 RISK FACTORS 10 USE OF PROCEEDS S-21 USE OF PROCEEDS RATIO OF EARNINGS TO FIXED CAPITALIZATION 12 CHARGES AND TO FIXED CHARGES RATIO OF EARNINGS TO FIXED AND PREFERRED UNIT CHARGES 13 DISTRIBUTIONS S-22 PRICE RANGE OF COMMON UNITS AND CAPITALIZATION S-23 DISTRIBUTIONS 14 DESCRIPTION OF SERIES A PREFERRED DESCRIPTION OF THE COMMON UNITS S-24 UNITS 15 THE PARTNERSHIP AGREEMENT S-30 DESRIPTION OF PREFERRED UNITS 19 MATERIAL U.S. FEDERAL INCOME TAX DESCRIPTION OF SUBORDINATED CONSIDERATIONS S-46 UNITS 19 NON-UNITED STATES TAX DESCRIPTION OF WARRANTS 19 CONSIDERATIONS S-55 DESCRIPTION OF DEBT SECURITIES .... 21 UNDERWRITING S-56 SUMMARY OF THE PARTNERSHIP SERVICE OF PROCESS AND AGREEMENT 30 ENFORCEMENT OF CIVIL OUR CASH DISTRIBUTION POLICY AND LIABILITIES S-59 RESTRICTIONS ON DISTRIBUTIONS . . 31 LEGAL MATTERS 5.59 MATERIAL UNITED STATES FEDERAL EXPERTS 5.59 INCOME TAX CONSIDERATIONS 44 WHERE YOU CAN FIND ADDITIONAL NON-UNITED STATES TAX INFORMATION S-59 CONSIDERATIONS 52 OTHER EXPENSES OF ISSUANCE AND PLAN OF DISTRIBUTION 53 DISTRIBUTION S-61 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES 55 LEGAL MATTERS 55 EXPERTS 55 EXPENSES 56 EFTA01083795  ALTERNATIVE SETTLEMENT DATE It is expected that delivery of the Series A Preferred Units will be made on or about the date specified on the cover page of this prospectus, which will be the fifth business day following the date of pricing of the Series A Preferred Units (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series A Preferred Units on the initial pricing date of the Series A Preferred Units or the next succeeding business day will be required, by virtue of the fact that the Series A Preferred Units initially will settle in T+S, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisors. (ii) EFTA01083796  ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement. which describes the specific terms of this offering of Series A Preferred Units. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering. Generally, when we refer to the "prospectus." we are referring to both parts combined. If information in the prospectus supplement conflicts with information in the accompanying base prospectus, you should rely on the information in this prospectus supplement. Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will be deemed not to constitute a part of this prospectus except as so modified or superseded. You should rely only on the information contained in this prospectus, any related free writing prospectus and the documents incorporated by reference into this prospectus. Neither we nor any of the underwriters have authorized anyone else to give you different information. If anyone provides you with additional. different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus or any free writing prospectus. as well as the information we previously filed with the U.S. Securities and Exchange Commission, or the Commission, that is incorporated by reference into this prospectus, is accurate as of any date other than its respective date. We will disclose material changes in our affairs in an amendment to this prospectus, a free writing prospectus or a future filing with the Commission incorporated by reference in this prospectus. We are offering to sell the Series A Preferred Units, and are seeking offers to buy the Series A Preferred Units, only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the Series A Preferred Units in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the Series A Preferred Units and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Unless otherwise indicated, references in this prospectus to "Dynagas LNG Partners," the "Partnership," "we," "our" and "us" or similar terms refer to Dynagas LNG Partners LP and its wholly-owned subsidiaries, including Dynagas Operating LP. Dynagas Operating LP owns, directly or indirectly, a 100% interest in the entities that own the LNG carriers the Clean Energy. the Ob River and the Amur River (renamed in June 2015 from Clean Force), collectively, our "Initial Fleet." In addition. Dynagas Operating LP owns 100% of the entities that own the LNG carriers Arctic Aurora and Yenisei River, which together with the vessels Initial Fleet comprise the vessels in our "Reel." References in this prospectus to "our General Partner" refer to Dynagas GP LLC, the General Partner of Dynagas LNG Partners LP. References in this prospectus to our "Sponsor" are to Dynagas Holding Ltd. and its subsidiaries other than us or our subsidiaries and references to our "Manager" refer to Dynagas Ltd., which is wholly owned by the chairman of our Board of Directors, Mr. George Prokopiou. References in this prospectus to the "Prokopiou Family" are to our Chairman. Mr. George Prokopiou, and members of his family. Unless otherwise indicated, references in this prospectus to "unitholders" refer to common unitholders and Series A Preferred unitholders, and references to "units" refer to common units and Series A Preferred Units. All references in this prospectus to us for periods prior to our initial public offering of common units, or IPO, on November 18, 2013 refer to our predecessor companies and their subsidiaries, which are former subsidiaries of our Sponsor that have interests in the vessels in our Initial Fleet, or the "Sponsor Controlled Companies." (iii) EFTA01083797  All references in this prospectus to "BG Group," "Gazprom" and "Statoil" refer to BG Group Plc, Gazprom Global LNG Limited, and Statoil ASA, respectively, and certain of each of their subsidiaries that are our charterers. Unless otherwise indicated, all references to "U.S. dollars," "dollars" and "5" in this prospectus are to the lawful currency of the United States and financial information presented in this prospectus is prepared in accordance with accounting principles generally accepted in the United States, or GAAP. We use the term "LNG" to refer to liquefied natural gas and we use the term "cbm" to refer to cubic meters in describing the carrying capacity of our vessels. Except where we or the context otherwise indicate, the information in this prospectus assumes no exercise of the underwriters' option to purchase additional Series A Preferred Units described on the cover page of this prospectus. You should read carefully this prospectus, any related free writing prospectus, and the additional information described under the heading "Where You Can Find Additional Information." (iv) EFTA01083798  FORWARD-LOOKING STATEMENTS This prospectus contains certain fonvard-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act) concerning future events and our operations, performance and financial condition, including, in particular, the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects," "anticipates," "intends," "plans," "believes?' "estimates," "projects," "forecasts," "will," "may," "potential," "should," and similar expressions are forward-looking statements. These forward-looking statements reflect management's current views only as of the date of this prospectus and are not intended to give any assurance as to future results. As a result, unitholders are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this prospectus and include statements with respect to, among other things: • LNG market trends, including charter rates, factors affecting supply and demand, and opportunities for the profitable operations of LNG carriers; • our anticipated growth strategies; • the effect of a worldwide economic slowdown; • potential turmoil in the global financial markets; • fluctuations in currencies and interest rates; general market conditions, including fluctuations in charter hire rates and vessel values; • changes in our operating expenses, including drydocking and insurance costs and bunker prices; • our distribution policy and our ability to make cash distributions on the units or any increases in our cash distributions; • our future financial condition or results of operations and our future revenues and expenses; • the repayment of debt and settling of interest rate swaps (if any); • our ability to make additional borrowings and to access debt and equity markets; • planned capital expenditures and availability of capital resources to fund capital expenditures; • our ability to maintain long-term relationships with major LNG traders; • our ability to leverage our Sponsor's relationships and reputation in the shipping industry; • our ability to realize the expected benefits from acquisitions; • our ability to purchase vessels from our Sponsor in the future, including the Optional Vessels (defined later); • our continued ability to enter into long-term time charters; • our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charters: • future purchase prices of newbuildings and secondhand vessels and timely deliveries of such vessels; • our ability to compete successfully for future chartering opportunities and newbuilding opportunities (if any); • acceptance of a vessel by its charterer; • termination dates and extensions of charters; (v) EFTA01083799  • the expected cost of, and our ability to comply with, governmental regulations, maritime self- regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business; • availability of skilled labor, vessel crews and management; • our anticipated incremental general and administrative expenses as a publicly traded limited partnership and our fees and expenses payable under the fleet management agreements and the administrative services agreement with our Manager; • the anticipated taxation of our Partnership and distributions to our unitholders; • estimated future maintenance and replacement capital expenditures; • our ability to retain key employees; • charterers' increasing emphasis on environmental and safety concerns; • potential liability from any pending or future litigation; • potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists; • future sales of our securities in the public market; • our business strategy and other plans and objectives for future operations; and • other factors detailed in this Prospectus and from time to time in our periodic reports. Forward-looking statements in this prospectus are estimates reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements 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. Accordingly, these forward-looking statements should be considered in light of various important factors, including those set forth in this prospectus under the heading "Risk Factors." We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. 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 effect 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 make no prediction or statement about the performance of our securities. The various disclosures included in this prospectus and in our other filings made with the Commission that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations should be carefully reviewed and considered. (vi) EFTA01083800  PROSPECTUS SUMMARY This section summarizes material information that appears later in this prospectus supplement and the accompanying base prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus and the documents we incorporate by reference. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should carefully review the entire prospectus and the documents we incorporate by reference, including the risk factors beginning on page S-15 of this prospectus supplement and under the heading "Item 3.—D. Risk Factors" of our Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Commission on March 10, 2015. OVERVIEW We are a growth-oriented limited partnership focused on owning and operating LNG carriers. We intend to leverage the reputation, expertise, and relationships of ow Sponsor and ow Manager in maintaining cost-efficient operations and providing reliable seaborne transportation services to our charterers. We intend to grow our business by making additional vessel acquisitions of LNG carriers from ow Sponsor and from third parties. There is no guarantee that we will grow the size of our Fleet or the per unit distributions that we intend to pay or that we will be able to make further vessel acquisitions from our Sponsor or third parties. OUR FLEET As of July 2, 2015, our Fleet consisted of five LNG carriers, with an average age of 5.5 years and an aggregate carrying capacity of 759,100 cbm. Our vessels are employed on multi-year time charters, which we define as charters of two years or more, with BG Group, Gazprom and Statoil, providing us with the benefits of stable cash flows and high utilization rates. The contracted revenue backlog of our Fleet as of July 2, 2015 was approximately $618.0 million with an average remaining contract duration of 4.7 years. The contracted revenue backlog of our Fleet excludes options to extend and assumes full utilization for the full term of the charter. The actual amount of revenues earned and the actual periods during which revenues are earned may differ from the backlog amounts and periods described above due to, for example, off-hire for shipyard and maintenance projects, downtime, scheduled or unscheduled dry-docking and other factors that result in lower revenues than our average contract backlog per day. Our Fleet is managed by our Manager. Dynagas Ltd., a company beneficially owned by our Chairman. Mr. George Prokopiou. Our Manager is responsible for providing our Fleet with technical, commercial and administrative management support pursuant to management agreements between our Manager and each of our wholly owned vessel owning subsidiaries. The following table sets forth additional information about our Fleet as of July 2, 2015: Vessel Name Shipyard• Year Built Capacity (cbm) Ice Class Flag Stale Clean Energy HHI 2007 149,700 No Marshall Islands Ob River HHI 2007 149,700 Yes Marshall Islands Amur River HHI 2008 149,700 Yes Marshall Islands Arctic Aurora HHI 2013 155,000 Yes Malta Yenisei River HHI 2013 155,000 Yes Marshall Islands As used in this prospectus, "HHI" refers to Hyundai Heavy Industries Co. Ltd., the shipyard where the vessels in our Fleet were built. S-I EFTA01083801  We have secured multi-year time charter contracts for the five LNG carriers in our Fleet. The following table summarizes our current time charters for the vessels in our Fleet and the expirations and extension options. as of July 2, 2015: Latest Charter Contract Charter Expiration Date Backlog Commencement Earliest Charter Including Non- Vessel Name Charterer (in millions)th Date Expiration Date Exercised Options Clean Energy BG Group $55.4 February 2012 April 2017 August 2020(2) Ob River Gazprom $69.8 September 2012 September 2017 May 20I8(71 Amur River Gazprom $311.1 June 2015 June 2028 August 2028 Arctic Aurora Statoil $86.4 August 2013 July 2018 Renewal Optionso) Yenisei River Gazprom $95.3 July 2013 July 2018 August 2018 (I) The Partnership calculates its contracted revenue backlog by multiplying the contractual daily hire rate by the minimum expected number of days committed under the contracts (excluding options to extend), assuming full utilization. The actual amount of revenues earned and the actual periods during which revenues are earned may differ from the amounts and periods shown in the table below due to, for example, off-hire for shipyard and maintenance projects, downtime, scheduled or unscheduled dry-docking and other factors that result in lower revenues than our average contract backlog per day. (2) BG Group has the option to extend the duration of the charter for an additional three-year term until August 2020 at an escalated daily rate, upon notice to us before January 2016. (3) Gazprom has the option to extend the duration of the charter until May 2018 on identical terms, upon notice to us before March 2017. (4) Statoil may renew its charter for consecutive additional one-year periods each year following the initial five year period. The following table summarizes ow contracted charter revenues and contracted days for the vessels in our Fleet as of July 2, 2015: 2015 2016 2017 No. of Vessels whose contracts expire — — 2 Contracted Time Charter Revenues (in millions of U.S. Dollars)(') $73.2 $147.1 $115.8 Contracted Days 910 1,830 1,463 Available Days 910 1,830 1,781(2) Contracted/Available Days 100% 100% 82% (I) Annual revenue calculations are based on: (a) the earliest redelivery dates possible under our charters, (b) no exercise of any option to extend the terms of those charters except for those that have already been exercised. (2) Reflects 22 estimated drydocking days for each of the Clean Energy and the Ob River in 2017. Although these expected revenues are based on contracted charter rates, any contract is subject to various risks, including performance by the counterparties or an early termination of the contract pursuant to its terms. If the charterers are unable to make charter payments to us, if we agree to renegotiate charter terms at the request of a charterer or if contracts are prematurely terminated for any reason, our results of operations and financial condition may be materially adversely affected. For these reasons, the contracted charter revenue information presented is an estimate and should not be relied upon as being necessarily indicative of future results. Readers are cautioned not to place undue reliance on this information. Neither our independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the information in the table. S-2 EFTA01083802  THE OPTIONAL VESSELS We have the right to purchase five ice class designated and fully winterized newbuilding LNG carriers from our Sponsor, two of which have been contracted to operate under multi-year charters with Gazprom and Cheniere Marketing, LLC, or Cheniere, which we refer to as the Optional Vessels. Each of the five Optional Vessels has the Ice Class designation, or its equivalent. for hull and machinery. One of these vessels was delivered to ow Sponsor in 2013, two of these vessels were delivered to our Sponsor in 2014, and the remaining two vessels are scheduled to be delivered to our Sponsor during the second half of 2015. The vessel delivered in 2013 is a sister-vessel with vessels in our Fleet and the four other vessels, each with a carrying capacity of 162,000 cbm, are sister-vessels. In the event we acquire the Optional Vessels in the future, we believe the staggered delivery dates of these newbuilding LNG carriers have and will facilitate a smooth integration of the vessels into our Fleet, contributing to our annual Fleet growth through 2017. The Optional Vessels are compatible with a wide range of LNG terminals, providing charterers with the flexibility to trade the vessels worldwide. Each vessel is equipped with a membrane containment system. The compact and efficient utilization of the hull structure reduces the required principal dimensions of the vessel compared to earlier LNG designs and results in higher fuel efficiency and smaller quantities of LNG required for cooling down vessels' tanks. In addition, the Optional Vessels will be equipped with a tri-fuel diesel electric propulsion system, which is expected to reduce both fuel costs and emissions. The following table provides certain information about the Optional Vessels as of July 2, 2015. Delivery Date/ Expected Earliest Latest Vessel Name / Delivery Capacity Ice Charter Charter Charter Hull Number Shipyard Date Cbm Class Commencement Charterer Expiration Expiration Lena River HHI Q4-2013 155,000 Yes Q4 2013 Gazprom Q4 2018 Q4 2018 Clean Ocean HHI Q2-2014 162,000 Yes Q2 2015 Cheniere Q2 2020 Q3 2022 Clean Planet" HHI Q3.2014 162,000 Yes Hull 2566 HHI 2H-2015 162,000 Yes Hull 2567 HHI 2H-2015 162,000 Yes (I) The Clean Planet is employed in the short-term charter market. RIGHTS TO PURCHASE OPTIONAL VESSELS We have the right to purchase the Optional Vessels from our Sponsor at a purchase price to be determined pursuant to the terms and conditions of an omnibus agreement that we entered into with ow Sponsor at the closing of our IPO, or the Omnibus Agreement. These purchase rights expire 24 months following the respective delivery of each Optional Vessel from the shipyard. If we are unable to agree with our Sponsor on the purchase price of any of the Optional Vessels, the respective purchase price will be determined by an independent appraiser, such as an investment banking firm, broker or firm generally recognized in the shipping industry as qualified to perform the tasks for which such firm has been engaged, and we will have the right, but not the obligation, to purchase each vessel at such price. The independent appraiser will be mutually appointed by our Sponsor and a committee comprised of certain of our independent directors, or the conflicts committee. The purchase price of the Optional Vessels, as finally determined by an independent appraiser, may be an amount that is greater than what we are able or willing to pay or we may be unwilling to proceed to purchase such vessel if such acquisition would not be in ow best interests. We will not be obligated to purchase the Optional Vessels at the determined price, and, accordingly, we may not complete the purchase of such vessels. which may have an adverse effect on our expected plans for growth. In addition, our ability to purchase the Optional Vessels, should we exercise our right to purchase such vessels, is dependent on our ability to obtain additional financing to fund all or a portion of the acquisition costs of these vessels. S-3 EFTA01083803  In 2014, we acquired the Arctic Aurora and the Yenisei River from our Sponsor. As of the date of this prospectus supplement. we have not secured any financing in connection with the potential acquisition of the five remaining Optional Vessels. Our Sponsor has entered into loan agreements in connection with the five remaining Optional Vessels. In the event we acquire the Optional Vessels in the future, we may enter into agreements with our Sponsor to novate these loan agreements to us. Any such novation would be subject to each respective lender's consent. OUR RELATIONSHIP WITH OUR SPONSOR AND MEMBERS OF THE PROKOPIOU FAMILY We believe that one of our principal strengths is our relationships with our Sponsor. our Manager and members of the Prokopiou Family, including Mr. George Prokopiou, the Chairman of our Board of Directors. and his daughters Elisavet Prokopiou, Johanna Prokopiou, Marina Kalliope Prokopiou and Maria Eleni Prokopiou, (who in addition to Mr. Prokopiou, own 100% of the interests in our Sponsor). which provide us access to their long-standing relationships with major energy companies and shipbuilders and their technical. commercial and managerial expertise. As of July 2, 2015, our Sponsor's LNG carrier fleet consisted of five LNG carriers of which one of these vessels was delivered to our Sponsor in 2013, two of these vessels were delivered to our Sponsor in 2014, and the remaining two vessels are scheduled to be delivered to our Sponsor by the second half of 2015. While our Sponsor intends to utilize us as its primary growth vehicle to pursue the acquisition of LNG carriers employed on time charters of four or more years, we can provide no assurance that we will realize any benefits from our relationship with our Sponsor or the Prokopiou Family and there is no guarantee that their relationships with major energy companies and shipbuilders will continue. Our Sponsor, our Manager and other companies controlled by members of the Prokopiou Family are not prohibited from competing with us pursuant to the terms of the Omnibus Agreement that we have entered into with our Sponsor and our General Partner. As of July 2, 2015, there were 20,505,000 common units, 14.985,000 subordinated units and 35,526 General Partner units outstanding. Our Sponsor currently beneficially owns 44.0% of the equity interests in us and our General Partner, which owns a 0.1% General Partner interest in us and 100% of our incentive distribution rights. RECENT AND OTHER DEVELOPMENTS On April 16, 2015, our Board of Directors approved a quarterly cash distribution, for the quarter ended March 31, 2015, of $0.4225 per common and subordinated unit, or $15.0 million, which was paid on May 12, 2015, to all unitholders of record as of May 5, 2015. In June 2015. the Amur River completed its time charter with BG Group and commenced employment under a new 13-year time charter with Gazprom with an estimated contracted revenue backlog of approximately $311.0 million. We expect to commence negotiations with our Sponsor to acquire one of the operating Optional Vessels together with its respective charter contract. We refer to this transaction as the Optional Vessel Acquisition. To finance a portion of the purchase price of the Optional Vessel Acquisition, we plan to enter into a new secured debt facility, or the New Secured Debt Facility. We intend to use the net proceeds of this offering together with a portion of borrowings under the New Secured Debt Facility to finance the purchase price of the Optional Vessel Acquisition. If we are unable to complete the Optional Vessel Acquisition, we will use the net proceeds of this offering for general partnership purposes, including working capital. The closing of the Optional Vessel Acquisition is subject to. among other things, (i) the identification of the vessel to be acquired; (ii) agreement on the purchase price; (iii) approval of the Optional Vessel Acquisition and the purchase price by our conflicts committee; (iv) entry into the New Secured Debt Facility; and (v) the negotiation and execution of definitive documentation. We can provide no assurance that we will be able to complete the Optional Vessel Acquisition. S-4 EFTA01083804  OUR CORPORATE STRUCTURE AND CERTAIN COMPANY INFORMATION Dynagas LNG Partners LP was organized as a limited partnership in the Republic of the Marshall Islands on May 29, 2013. We own (i) a 100% limited partner interest in Dynagas Operating LP, which owns a 100% interest in our Fleet through intermediate holding companies and (ii) the noneconomic General Partner interest in Dynagas Operating LP through our 100% ownership of its General Partner, Dynagas Operating GP LLC. We own ow vessels through separate wholly-owned subsidiaries that are incorporated in the Republic of the Marshall Islands, Republic of Malta, Republic of Liberia and the Island of Nevis. The address of our principal executive offices is 23, Rue Basse, 98000 Monaco. Our telephone number at that address is We maintain a website at www.dynagaspartners.com. Information contained on our website does not constitute part of this prospectus. S-5 EFTA01083805  THE OFFERING Issuer Dynagas LNG Partners LP Securities Offered of our % Series A Cumulative Redeemable Preferred Units, liquidation preference $25.00 per unit, plus up to an additional Series A Preferred Units if the underwriters exercise in full their option to purchase additional units. For a detailed description of the Series A Preferred Units. please read "Description of Series A Preferred Units." Price per Unit $25.00 Conversion; Exchange and Preemptive Rights The Series A Preferred Units will not have any conversion or exchange rights or be subject to preemptive rights. Distributions Distributions on Series A Preferred Units will accrue and be cumulative from the date that the Series A Preferred Units are originally issued and will be payable on each Distribution Payment Date (as defined below) when, as and if declared by our Board of Directors out of legally available funds for such purpose. Distribution Payment Dates February 12, May 12, August 12 and November 12. commencing on November 12, 2015 (each, a Distribution Payment Date). If any Distribution Payment Date would otherwise fall on a date that is not a business day then the Distribution Payment Date in that case will be the immediately succeeding business day without accumulation of additional distributions. Distribution Rate The distribution rate for the Series A Preferred Units will be % per annum per $25.00 of liquidation preference per unit (equal to $ per annum per unit). The distribution rate is not subject to adjustment. Ranking The Series A Preferred Units will represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. The Series A Preferred Units will rank: • senior to our common units and to each other class or series of limited partner interests or other equity securities established after the original issue date of the Series A Preferred Units that is not expressly made senior to or on a parity with the Series A Preferred Units as to the S•6 EFTA01083806  payment of distributions and amounts payable upon a liquidation event, or the Junior Securities; • on a parity with any other class or series of limited partner interests or other equity securities established after the original issue date of the Series A Preferred Units with terms expressly providing that such class or series ranks on a parity with the Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event, or the Parity Securities; and junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us, and each other class or series of limited partner interests or other equity securities expressly made senior to the Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event, or the Senior Securities. Optional Redemption At any time on or after August 12,2020, we may redeem, in whole or in part, the Series A Preferred Units at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared. Any such redemption would be effected only out of funds legally available for such purpose. We must provide not less than 30 days' and not more than 60 days' written notice of any such redemption. Voting Rights Holders of the Series A Preferred Units generally have no voting rights. However, if and whenever distributions payable on the Series A Preferred Units are in arrears for six or more quarterly periods, whether or not consecutive, holders of Series A Preferred Units (voting together as a class with any other class or series of Parity Securities (if applicable)) will be entitled to elect one additional director to serve on our Board of Directors, and the size of our Board of Directors will be increased a. needed to accommodate such change (unless the holders of Series A Preferred Units and Parity Securities (if applicable) upon which like voting rights have been conferred, voting as a class, have previously elected a member of our Board of Directors, and such director continues then to serve on the Board of Directors). Distributions payable on S-7 EFTA01083807  the Series A Preferred Units will be considered to be in arrears for any quarterly period for which full cumulative distributions through the most recent distribution payment date have not been paid on all outstanding Series A Preferred Units. The right of such holders of Series A Preferred Units to elect a member of our Board of Directors will continue until such time as all accumulated and unpaid distr