February 27, 2019

Confidential

Presentation Materials:

Marine Money Hamburg 2019

Mergers & Acquisitions Update and Outlook

2

Glass Half Full or Half Empty?

M&A activity has been strong but will its strength continue?

A Leading

Financial

Services

Provider

✓ Public shipping companies need to get larger

✓ Private equity needs to exit

✓ European banks are reducing maritime exposure

✓ Shipyards selling defaulted offshore vessels

Recognized

Institutional

Capabilities

Cash buyers for fleets virtually nonexistent

Public companies are trading below NAV

Shipping share liquidity is low

Management and boards like their jobs

It’s hard to give up control

Divergent views on scrubbers

Drivers of

Consolidation

Impediments

to

Consolidation

3

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

$4.5

$5.0

Ma

rke

t C

apita

liza

tio

n

Jones Act Gas Carriers Containers Tankers

Diversified Shipping MLPs Offshore Supply Dry Bulk

Majority of largest shipping companies have market cap of less than $1bn

Source: Factset as of February 22, 2019.

Market capitalization of top 25 US publically listed companies

$1 billion

($ in billions)

4

1.54x

0.83x 0.82x

0.56x

0.00x

0.20x

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

1.60x

1.80x

Container Gas Carrier Tankers Dry Bulk

Most shipping companies are trading at a discount to NAV

Price to NAV

Container Index: SSW, CMRE, MPC. SSW and CMRE figures are charter adjusted. Charter free NAV’s are negative or de minimis.

Gas Carrier Index: BWLPG, LPG, GLNG, NVGS, AVANCE, GASS.

Tankers Index: ASC, CPLP, DHT, EURN, FRO, INSW, NAT, STNG, TNK, TORM, TNP.

Dry Bulk Index: DSX, EGLE, EDRY, GNK, GOGL, SB, SALT, SBLK.

5

69%

100%

59%91%

17%

27

7

1310

9

Total $401

Total $339

Total $146 Total $129

Total $31

$-

$50

$100

$150

$200

$250

$300

$350

$400

$450

Trucking, Express& Logistics

Rail Oilfield Services Airlines Shipping

Mark

et C

apitaliz

ation

Shipping Market Caps are Subscale Relative to Other Transportation

Industries

Source: Factset as of February 22, 2019.

Represents the number of companies with a market capitalization of greater than $1billion.

Firms with Market Caps in Excess of $1 Billion ($ in billions)

#

6

$288

$147

$64$51

$3

$0

$50

$100

$150

$200

$250

$300

$350

Rail Airlines Oilfield Services Trucking, Express& Logistics

Shipping

Shipping Equities are Illiquid Relative to Other Transportation Industries

Source: Factset as of February 22, 2019.

6-Months Average Daily Trading Volume ($ amount) ($ in millions)

7

$5.0$4.3

$2.4$2.6

$1.2

$0.8

$2.0 $6.4

$3.1

$0.3

$5.5 $1.1

$2.5

$2.8

$1.7

8

3

15

12

3

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

2015 2016 2017 2018 2019 through Feb

Container Dry Bulk Offshore Other Tanker

Despite challenging backdrop M&A activity has been strong

Closed M&A deals by segment

Source: Factset as of February 22, 2019.

(1) Includes Capital Product Partners L.P. & Diamond S Shipping Group Inc.merger with expected close of March 2019.

8

Private Equity Exits Driving Most Recent M&A Activity

1. Global Ship Lease, Inc. – Poseidon

Containers

2. Seaspan Corporation – Greater China

Intermodal Investments LLC

3. Costamare purchase of York Capital

Management JV Vessels

1. Capital Product Partners L.P. – Diamond S Shipping Group Inc.(1)

2. Euronav NV – Gener8 Maritime, Inc.

3. Teekay Tankers Ltd. - Tanker Investments Ltd.

4. Scorpio Tankers Inc. – Navig8 Chemical Tankers Inc.

Major Deals of the Past 2 Years

Source: CapitalIQ, Factset.

Blue text dignifies private equity control.

(1) Expected close date March 2019.

(2) Source: www.GoodBulk.com.

Container Shipping Tankers

1. Tidewater Inc. – GulfMark Offshore, Inc.

2. Transocean Ltd. – Ocean Rig UDW Inc.

3. Ensco plc – Rowan Companies plc

4. Borr Drilling Limited – PPL Ship Yard Pte

Ltd.

1. Star Bulk Carriers Corp. – 16 vessels from Augustea Atlantica SpA and York Capital Management

2. GoodBulk Ltd.– 13 vessels from Carval Investors(2)

3. Golden Ocean Ocean Group Ltd. –Quintana Shipping

4. Star Bulk Carriers Corp. – Songa Bulk ASA

Offshore Dry Bulk

9

Private Equity Landscape has Shifted in Recent Years

PE Fleet Consolidation Since 2015

Source: CapitalIQ, Factset.

Container Shipping Tankers

Offshore Dry Bulk

2015 Today

Diamond S CPLP Merger x

Gener8 Acquired by EURN x

Navig8 Chem Acquired by STNG x

Hafnia Tankers Acquired by BW x

Nordic Tankers Acquired by MOL x

INSW INSW

Ridgebury Tankers Ridgebury Tankers

Torm Torm

Prime / M-Sea Prime / M-Sea

Team Tankers Team Tankers

2015 Today

Augustea/York 16 Vessels Acquired by SBLK x

Songa Bulk 15 Vessels Acquired by SBLK x

Quintana Shipping Acquired by GOGL x

Carval Fleet 13 vessels sold to Goodbulk x

Intermarine Formed JV with ZEABORN ZEAMARINE

Genco Genco

Delphin Shipping Delphin Shipping

Pioneer Marine Pioneer Marine

2015 Today

Poseidon Acquired by GSL x

GCI Acquired by SSW x

York Capital JVCMRE bought back 5

of 16 vesselsYork Capital JV

Borealis Borealis

2015 Today

GulfMark Acquired by TDW x

Ocean Rig Acquired by RIG x

Harley Marine Harley Marine

x Brookfield Investment Teekay Offshore

10

Capital Product Partners Case Study

Capital Product Partners L.P. (“CPLP”) Announced the Spin-Off of its Crude & Product Tanker

Business and Merger with Diamond S Shipping, Inc. (“DSSI”) on November 27th, 2018

Source: Press release, Investor Presentation.

1. Estimated NAV as of September 30, 2018; based on Clarkson’s fleet appraisal value; all pro forma ownership percentages are indicative and subject to closing adjustments

2. Weighted by DWT or TEU

Pro Forma Figures Transaction Rationale

• CPLP shares had been trading well below their intrinsic value for some

time

• This transaction is expected to unlock this value by separating CPLP

into two separate companies

• CPLP’s modern containership assets and multi-year time charters are

highly suitable for the MLP model

• CPLP retains the ability to grow with a broad set of strategic

opportunities based on a visible pipeline of dropdowns

• CPLP unitholders maintain upside in improving tanker charter market

and asset values with the DSSI shares through a larger, dedicated

tanker vehicle

• CPLP’s tanker assets fit better as part of a high quality tanker company

• On 11/27/18, CPLP announced it was spinning-off its tanker business

and merging it with Diamond S Shipping

► $1.65 bn transaction involving a total of 68 tankers, expected to

create the 3rd largest publicly traded MR and product fleet in the

world, and one of the world’s largest public mixed product and

crude fleet operators

► NAV-to-NAV transaction with CPLP receiving a 10.8% premium

($23mm in consideration)

► CPLP will receive 33% ownership in DSSI

• CPLP will retain its MLP structure, supported by medium-to long-term

charters on its entire fleet of 10 containerships and 1 capesize vessel

► CPLP will retain 100% ownership of this entity

100% Owned by CPLP

Unitholders

33% Owned by CPLP

Unitholders

$0.045 per unit quarterly or

$23 million expected PF

NTM Distribution

33% of $691 million PF NAV1

(i.e. $236 million of NAV to

Current CPLP Unitholders)

+

Transaction Overview

◼ 68 tanker vessels (average age 7.8 years2)

52 product tankers

16 crude tankers

◼ Market exposure through spot voyages

◼ 11 total vessels (average age 6.6 years2)

10 containerships

1 drybulk vessel

◼ Medium to long term charters

NAV and Cash

Flow Valuation

Yield and Cash

Flow Valuation

11

Rand Logistics Case Study

Situation Overview

• Rand Logistics, Inc. (“Rand”) is one of the largest providers of bulk freight shipping services in the Great Lakes

region. Rand transports construction aggregates, salt, grain, coal, iron ore and other dry bulk commodities for

customers in the construction, electric utility, food and integrated steel industries

• Rand struggled as a result of the weakening of the Canadian dollar versus the U.S. dollar

► During the two years following March 2014, the Canadian dollar weakened against the U.S. dollar by

approximately 30%. Approximately 60% of Rand’s profits are generated in Canadian dollars while approximately

70% of Rand’s debt is in U.S. dollars

► As a result of this mismatch, there was a larger proportional decrease in U.S. denominated earnings than there

was in U.S. denominated debt

• From January 2017 through September 2017, Rand incurred $29.2 million of capital expenditures, nearly double the

historical average of annual capital expenditures

Miller Buckfire / Stifel Contributions

• In August 2017, Rand retained Miller Buckfire / Stifel to evaluate strategic alternatives, including a sale of Rand

• Miller Buckfire / Stifel ran a comprehensive sale process for Rand by reaching out to 40 potential buyers

• Simultaneous with the sale process, Miller Buckfire / Stifel was engaged in negotiations with Lightship Capital LLC

(“Lightship”), the second lien term loan lender, regarding a consensual deleveraging restructuring transaction

• Miller Buckfire / Stifel and Rand determined that the transaction proposed by Lightship represented the most value

maximizing option available. In November 2017, Rand and Lightship entered into a RSA

► The plan equitized the second lien term loan, reducing Rand’s debt by approximately $87 million

• In December 2017, Miller Buckfire / Stifel ran a debtor-in-possession (“DIP”) financing process to fund the chapter 11

► Ultimately, Lightship committed to providing a new money DIP facility of up to $25 million

• On January 30, 2018, Rand voluntarily filed for a prepackaged chapter 11 in the District of Delaware and emerged in

February 2018

12

A Leading Middle Market Investment Bank

Stifel Qualifications

Total # of Managed Equity

Deals (Since 2010)(1) 1,315 844 826 612 610 973 692 705

Total # of Bookrun Equity

Deals (Since 2010)(1) 515 733 357 117 154 331 387 198

Total # of Preferred & Baby

Bonds <200 mm(2) 240 50 6 53 46 92 4 63

Total # of M&A Deals

<$1bn (Since 2010)(3) 537 493 308 64 177 293 46 209

Companies Covered by

Research(4) 1,204 920 593 482 553 899 631 656

2018 StarMine Top Analysts

Awards(5) 18 13 8 6 3 7 8 7

2018 U.S. Trading Volume

(# in mm)(6) 7,312 29,575 2,303 3,033 2,020 7,302 18,862 3,584

LTM Revenues(7)

($ in billions)$2.9 $3.9 $0.8 $0.9 Private $4.6 $0.7 Private

Market Cap(8)

($ in billions)$3.0 $5.6 $0.9 $0.3 Private $10.7 $0.4 Private

Source: Bloomberg, Capital IQ, Company Websites, Dealogic, FactSet Research Systems, SIFMA Yearbook, StarMine, Stifel Capital Markets and Thomson Reuters as of 12/31/18.(1) Includes Rank eligible SEC registered IPOs and Follow-On Offerings Since 2010. Includes demutualizations.(2) Excludes Closed End Funds, Trust Preferreds. Includes all managed deals with a Deal Size between $20 million and $200 million. Baby Bonds defined as $25.00 per bond. (3) As of 12/31/18. (4) Starmine Rankings as of 12/31/18. Overall coverage includes only companies with a rating & domiciled in the U.S. Does not include Closed End Funds. Small Cap includes market caps less than $1 billion; Mid Cap

includes market caps less than $5 billion.(5) Starmine 2018 Analyst Awards.(6) 2018 U.S. Trading Volume per Bloomberg; ranking reflects rank among middle-market investments banks as of 12/31/18.(7) As of 12/31/17. (8) As of 12/31/18 from Factset.

13

Stifel Qualifications

Significant Maritime and Infrastructure Experience

Advisor to Ultrapetrol

(Bahamas) LimitedMarch 2017

July 2017

2016

Advisor to Gulfmark Offshore, Inc.

$480,000,000

2018

14

Significant Maritime and Infrastructure Experience (cont.)

Maritime and Infrastructure Investment Banking

$48,300,000

January 2015

Preferred Equity

Joint Lead Placement Agent

October 2013

$200,000,000

15

Deal Count

Rank Bank Total

1 Morgan Stanley 37

2 Stifel 26

3 UBS 21

4 Citi 17

5 JPMorgan 12

5 Clarkson Platou Securities AS 12

5 ABN AMRO Bank 12

6 DNB Markets 11

6 Evercore Inc 11

7 Credit Suisse 10

8 BNP Paribas 7

8 Seaport Global Securities LLC 7

8 Credit Agricole CIB 7

9 Wells Fargo Securities 6

9 B Riley FBR Inc 6

9 Bank of America Merrill Lynch 6

10 Deutsche Bank 5

Stifel Qualifications

Source: Dealogic

Analysis captures activity between 1/1/2015 to 1/15/2019.

Note: The analysis includes IPO transactions, follow-on equity offerings, preferred stock offerings, and baby bond issuances.

Note: The analysis excludes non-SEC registered offerings.

2015 – 2019 YTD Maritime League Tables: U.S. Listed Offerings

16

Disclaimer

Important Notice

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The analyses contained herein rely upon information obtained from the recipient or from public sources, the accuracy of which has

not been independently verified, and cannot be assured by Stifel. In addition, many of the projections and financial analyses herein

are based on estimated financial performance prepared by or in consultation with the recipient and are intended only to suggest a

reasonable range of results for discussion purposes. This presentation is incomplete without the oral or video presentation that

supplements it.

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Basis of Presentation

References herein to “Stifel” collectively refer to Stifel, Nicolaus & Company, Incorporated and other affiliated broker-dealer

subsidiaries of Stifel Financial Corp. References herein to “Stifel Financial” refer to Stifel Financial Corp. (NYSE: SF), the parent

holding company of Stifel and such other affiliated broker-dealer subsidiaries. Unless otherwise indicated, information presented

herein with respect to the experience of Stifel also includes transactions effected and matters conducted by companies acquired by

Stifel (including pending acquisitions publicly announced by Stifel), or by Stifel personnel while at prior employers. Dollar volume

represents full credit to underwriter.