maritime finance - watson farley & · pdf file02 our maritime finance practice ... emtoli...

Maritime Finance

Finance & investment

Maritime Energy Natural resources

Transport Real estate ICT

Corporate Finance Tax Dispute resolution

Employment Regulatory

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wfw.com

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Contents

01 Our maritime finance practice 03 Selected experience 08 Reputation 10 Key facts: maritime finance11 Our approach12 Our offices

Our maritime finance practice

01 OUR MARITIME FINANCE PRACTICE

Watson, Farley & Williams Maritime Finance

Watson, Farley & Williams has one of the largest dedicated maritime legal practices in the world. Our origins are in ship finance: it has been an integral part of the firm since we started business in 1982. We have an intimate knowledge of this area and have specialist lawyers across our international offices.

Cross‑border perspective We have a presence in all the major shipping centres and shipping finance lawyers across our offices worldwide. We deliver high quality advice on English, French, German, Italian, Greek, Spanish, Russian, Singapore, Thai, Hong Kong, US Federal, New York, Marshall Islands, Liberian and Vanuatu laws. Across these jurisdictions, and in the wider international market, we have seen virtually every type of transaction for every type of industry participant.

We advise on the finance aspects of every segment of the maritime industry, including: transportation – wet and dry bulk containers and container boxes cruise, yachts and ferries offshore oil and gas LNG ports & logistics.

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Our long and deep history in the maritime sector combines with our technical expertise and experience of working with banks and financial institutions. We are on the legal panels for a number of leading international banks and act for over 150 financial institutions on a regular basis. These clients and others including corporations, governments and governmental agencies collectively dominate the worldʹs shipping markets. The depth and breadth of our combined finance and sector expertise gives us the advantage of understanding not only the finance‑related mechanics of the transactions in which we advise, but the complexities and specific considerations relating to the underlying assets.

We have in depth experience across our offices. This includes: newbuilding and second‑hand ship financing domestic and cross‑border finance leasing structured finance and securitisations operating leases and other off‑balance sheet financing syndication, securitisation and asset sales credit enhancement structures insurance policies, including credit wraps and asset protection ship sale and purchases including sales and leasebacks newbuilding and chartering contracts and disputes in relation to them vessel employment (charterparties, COAs, pools etc) taxation maritime legislation restructurings, workouts and enforcement.

02 OUR MARITIME FINANCE PRACTICE

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Selected experience

03 SELECTED EXPERIENCE


SG Equipment Finance

Acting for SG Equipment Finance on various loan facilities to container funds of the ConRendit Group, a German issuing house, for the purpose of part‑financing the acquisition costs of containers and other equipment.

Nordea

Advising Nordea on a club financing with DNB and Fortis for Scorpio Tankers following its initial public offering.

GE Capital Interbanca S.p.A

Advising in relation to the possible restructuring of Rizzo‑Bottiglieri‑De Carlini Armatori S.p.A, including advice on any legal issues that may arise in light of the reformed Italian bankruptcy law and two potential vessel arrests.

BNP Paribas

Advising BNP Paribas Bank, Athens branch, on the acquisition by it of the entire shipping portfolio of Fortis Bank, Athens, which is made up of more than 40 facilities.

Royal Bank of Scotland

Advising in relation to the on‑going restructuring of its US$700m facility to Danaos Corporation, originating from Danaos requesting that its lenders restructure its obligations. We had documented the original facility and amendments and continue to advise RBS.

Intesa Sanpaolo

Advising Intesa Sanpaolo and MPS Capital Services on a US$70m loan facility provided to PB Norge in order to partly finance eight sea‑river tankers. This deal involved jurisdictions including Malta, Russia, Luxembourg, Norway, England and Italy.

International Finance Corporation (IFC)

Advising on secured financing provided by IFC to GAC Marine Holdings Limited and GAC Marine Kazakhstan LLP to finance the purchase of offshore drilling support vessels for use in Kazakhstan and Turkmenistan.

National Chemical Carriers Ltd Co

Advising on the SAR391m pre‑ and post‑delivery Murabaha loan facility provided by a syndicate of Saudi Arabian banks to finance the purchase of one (plus one optional) large chemical tanker.

A Syndicate of Banks

Advising HSH Nordbank AG, DnB NOR Bank ASA, Nord/LB, UniCredit Bank AG regarding a US$2.2bn facility provided to Rickmers Group, including a revolving loan facility for working capital and various post‑delivery loan facilities for more than 20 newbuildings.

BNP Paribas

Advising BNP Paribas Hong Kong on a US$18m term loan facility extended to Splendid Limited, a subsidiary of Wah Kwong Shipping Holdings Limited, a HK‑based shipping group, in order to fund intra‑group shipping related investments.

Royal Caribbean Cruise Line (RCCL)

Advising RCCL on the construction, financing and delivery arrangements for all its recent cruise ship newbuildings in Finland and Germany.

TUI Cruises GmbH

Advising in connection with a multi‑million euro post‑delivery ECA financing of 80% of the construction cost of a cruise ship, which is guaranteed by Finnvera and a syndicate of commercial banks and secured by a normal ship security package.

Nordea

Advising a Nordea‑led banking syndicate on the £440m loan extended to the Tallink Group to refinance its existing bank debt and to provide working capital. The loan was secured by first mortgages over a fleet of ferries flagged in Cyprus, Sweden and Finland.

Container Portfolio Sale

Advising our clients in relation to a sale of a container portfolio to a Hong Kong‑based container company, the pre‑payment of existing term loan facilities as a result of the sale and the discharge of securities over the portfolio.

BNP Paribas

Providing English, Liberian and Russian law assistance and legal opinions, documenting amendments to an existing loan facility and advising in relation to new security as a result of bareboat registration on the Russian International Register.

Seaspan Corporation

Advising Seaspan on its first UK tax lease and standby loan facility for five container ship newbuildings of 4,250 teu. When built, the ships will be delivered on time charter to Kawasaki Kisen Kaisha Ltd. (ʹKʹ Line) for 12 years with two extension options.

Banca Nazionale del Lavoro

Advising on the US$90m pre‑ and post‑delivery financing to be made available to Coeclerici Mozambico to finance two transhipment vessels under construction in China which will be chartered to a Mozambique company on delivery.


BNP Paribas

Advising BNP Paribas (Suisse) SA in connection with a US$260m financing facility which benefits from KEIC support and has been issued to finance the construction and acquisition of two 13,000 TEU container ships.

ABN Amro Bank

Advising in relation to the delivery of the “MSC Katrina” and the related second priority security package to cure a loan‑to‑value breach relating to facilities of US$294.5m granted to Potty Holdings and Fredia Shipping for the construction of two vessels.

Korea Development Bank

Advising the Korea Development Bank in connection with a US$334m Korean law facility extended to 10 MI SPVs in order to part‑finance the acquisition cost of ten 300,000 dwt bulk carriers from Seamar Shipping Corporation.

ING Bank S.A, Turkey

Advising on rights against other parties regarding a vessel financed by ING using a Turkish law pre‑delivery facility and English law shipbuilding contract, but which was delivered without loan repayment and had a mortgage registered with another bank.

Citibank

Advising on the urgent structuring of a Participation Guarantee and indemnity arrangements in relation to the US$150m Participation Standby Facility extended to Tui AG and Hapag‑Lloyd AG (an associated company) in connection with the transfer of shares in Hapag‑Lloyd.

Rig and Equipment

Advising a syndicate of lenders on financing a Singapore company (owned by a Bursa Malaysia‑listed oil major and SGX‑listed offshore service provider) to purchase a self‑erecting rig and derrick equipment.

China Exim

Advising China Exim on a bilateral loan of up to US$146m made available to Frontline, the worldʹs largest tanker group, to finance two 297,000 dwt VLCC tankers being built in China at Shanghai Waigaoqiao.

Natixis

Acting for Natixis in relation to a US$239m facility to UAE shipowners in order to finance the acquisition of two diving support vessel newbuildings.

Golar LNG Limited

Advising Golar LNG Limited on the refinancing of “MV Golar Freeze” – an FSRU which is long‑term chartered to the Dubai Supply Authority. Facilities for the refinancing totalled US$125m and were provided by a syndicate of lenders which included ECAs.

ING Bank (Amsterdam)

Acting for ING in relation to amendments to and new security for a US$500m facility to TI Africa Limited and TI Asia Limited (a joint venture between Euronav and OSG) following a new service contract with Maersk.

Export Credit Facility

Advising CIC in relation to an export credit facility provided by Eksportfinans (of Norway), guaranteed by GIEK and a supporting commercial bank facility to finance an offshore support vessel constructed in Norway.



DVB Merchant Bank (Asia) Ltd

Advising in connection with a US$38.2m facility to Vega Corona AS, Vega Crusader AS, Vega Juniz AS and Vega Emtoli AS in order to part finance the acquisition of two platform supply vessels (PSVs) and two oil spill recovery vessels (OSRVs).

Brunei Gas Carriers (BGC)

Acting for BGC as borrower in respect of a US$183m secured Islamic finance facility, which is centred around an Istisna ‑ Ijara structure and provided by a syndicate of banks, in order to finance the acquisition of one 155,000m3 Newbuild LNG vessel.

Vietnamese Banking Syndicate

Advising a syndicate of six Vietnamese banks, led by PetroVietnam Finance Corporation and Vietnam Commercial Bank for Industry and Trade, on the US$227m financing of an FPSO for the Chim Sao field in offshore Vietnam.

Armada Oyo Ltd

Advised Armada Oyo Ltd on securing a five‑year US$190m limited recourse loan facility with a club of seven mandated lead arrangers for an FPSO undergoing conversion and owned by its parent, Bumi Armada Berhad.

Teekay Offshore Partners

Advising Teekay in respect of a US$260m revolving credit facility secured by the Petrojarl Varg Floating Production Storage and Offloading unit. The new facility was arranged through a syndicate of commercial banks led by ING Bank N.V.

Crude Oil Carriers

Acting as external English legal counsel to the Senior Lenders in relation to a K‑Sure backed loan for the financing of three 319,000 DWT class crude oil carriers pursuant to a sale and leaseback structure to SK Shipping Co. Ltd.

Standard Chartered Bank

Advising in relation to a £36m syndicated loan facility to two wholly‑owned subsidiaries of Bibby Offshore Ltd in what is Standard Chartered Bank’s first ship finance deal with a UK shipowner. The loan will be used to purchase of a diving support vessel.

KOGAS Refinancing

Advising the lenders in respect of facilities in excess of US$630m for the refinancing by KOGAS of four LNG carriers on charter to each of Hanjin Shipping Co., Ltd, Hyundai Merchant Marine Co., Ltd, SK Shipping Co., Ltd and Korea Line Corporation.

Debt Financing

Advising a major Vietnamese commercial bank in relation to its providing debt financing to a Vietnamese shipowner to assist them with financing the purchase of a second‑hand anchor handling offshore support vessel.


Korea Gas Corporation

Advising the lenders in relation to the high‑profile Korea Gas Corporation project financing, which is valued in excess of US$481m.


Crédit Agricole CIB

Advising a CACIB‑led syndicate of banks on the cancellation by a Greek shipping company of shipbuilding contracts financed by them, including advice on the risks arising and on arbitration on reaching a settlement.

ONDD Insurance Policy

Advising on the cancellation of an ONDD insurance policy (charterer default policy) by a vessel owner which resulted in payment to the owner by ONDD and a pre‑payment of part of the SocGen/Cexim loan facility.

Arrangers

Advising the arrangers on a securitisation of receivables of approximately €500m arising under two cruise ship newbuilding contracts.

Royal Bank of Scotland

Advising on restructuring three facilities extended to companies in the Zim group as part of overall group restructuring. Advice included information on RBS’s rights, how certain options might be actioned, and seeking insolvency advice from Israeli lawyers.


Commerzbank AG

Advising on the transfer of three newbuild capesize ships (under construction) after one of its customers was unable to meet its loan obligations. The bank enforced its security and ownership of the ships and their charters were both transferred.

ECA Financing

Advising on the COFACE‑backed loan facility and leasing structure extended to Hapag‑Lloyd Kreuzfahrten GmbH in order to finance a passenger cruise vessel. This transaction combined French, Swiss, German and English legal aspects.

DnB Bank ASA

Advising DNB Bank ASA, on behalf of the syndicate of lenders, on a US$1.35bn senior secured credit facility to the Ocean Rig group.

High Yield Bond Offerings

Acting as issuer’s counsel in respect of a number of high yield bonds which were offered in the US market over a period of time by Gearbulk, Pegasus Shipping, Alpha Shipping and Arner Reefer.

Fleet Financing

Advising a consortium of eight banks on a US$700m, seven‑year term loan and revolving credit facility to Sovcomflot secured by 32 crude oil tankers and oil product carriers including two oil product carriers under construction.

Reputation

Sources say: ʺWe see very high professional standards and we can always rely on their advice and expertise.ʺ Chambers Global 2013

Sources say: ʺI appreciate their service mentality: they think from a clientʹs perspective and make us feel prioritised.ʺ Chambers Asia 2013

Sources say: ʺThe team is reliable, knowledgeable and always responsive.ʺ Chambers Europe 2013

“The firm has very technical and detail‑oriented lawyers, and has set itself above its competitors as a team of competent, analytical specialists”Chambers Global 2013

“A clear leader in the shipping finance market, this firm earns outstanding reviews from clients and peers alike for its work.”Chambers UK 2013

“This firm is highly regarded around the world for the strength of its shipping practice.”Chambers Asia 2013

08 REPUTATION

“They know the legal aspect but they also use it to support the business relationship which makes it really enjoyable working with them.”Chambers USA 2012

“Watson, Farley & Williams LLP is commercial and sound in its advisory work, and demonstrates a results‑orientated approach.”Legal 500 Asia Pacific 2013

“This top‑tier firm is highly respected for its ship finance offering, and continues to garner acclaim...”Chambers Asia 2013

“This top‑notch global firm continues to dominate the market with its capabilities in shipping and offshore project financing, corporate and restructuring matters.”Chambers Global 2013

Sources say: “Absolutely the best firm in ship finance.ʺ Chambers Asia 2013

09 REPUTATION


Sources say: ʺ[WFW is] a firm that I will continue to work with and encourage my company to use for maritime law.ʺ Chambers Europe 2013

Sources say: ʺThey have a commercial outlook... they are very pragmatic in how they go about transactions – itʹs a very welcome approach.ʺ Chambers UK 2013

“This firm is home to one of the premier global shipping finance practices, with market‑leading teams in the UK, USA and Singapore.”Chambers Global 2013

“...authoritative shipping finance practice and tenacious negotiating style.”Chambers USA 2013

“…praised for providing a Rolls‑Royce service which you donʹt get from some of the bigger players.”Chambers UK 2013

“The partners take a hands‑on approach and are capable of handling complex, cross‑border deals.”Chambers Asia 2013

“ʹ...maintains extremely high standardsʹ in the shipping arena...”Legal 500 Asia Pacific 2013

Key facts: maritime finance

10 KEY FACTS: MARITIME FINANCE

Lawyers qualified to practise in more than

49 countries

Advised on

than any other law firm

more offshore wind farm deals

for shipping finance by Chambers UK 2013

Ranked Top Tier700+ people in 14 offices. across three continents

129 partnerscirca 400 lawyers

23 languages spoken

Worked in almost every country around the world

Our approach

Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA.

We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice.


11 OUR APPROACH

12 OUR OFFICES

Our offices

UK

London

15 Appold Street London EC2A 2HB

Tel: +44 20 7814 8000 Fax: +44 20 7814 8141

USA

New York

1133 Avenue of the Americas New York NY 10036

Tel: +1 212 922 2200 Fax: +1 212 922 1512

Germany

Hamburg

Jungfernstieg 51 20354 Hamburg

Tel: +49 40 800 084 0 Fax: +49 40 800 084 410

Munich

Gewürzmühlstraße 11 80538 Munich

Tel: +49 89 237086 0 Fax: +49 89 237086 222

Frankfurt

Ulmenstraße 37‑39 60325 Frankfurt am Main

Tel: +49 69 297 291 0 Fax: +49 69 770 75800

France

Paris

26, avenue des Champs‑Elysées 75008 Paris

Tel: +33 156 88 21 21 Fax: +33 156 88 21 20

Italy

Rome

Piazza Navona, 49 2nd Floor int 2/3 00186 Rome

Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717

Milan

Piazza del Carmine 4 20121 Milan

Tel: +39 02 721 70 71 Fax: +39 02 721 70 720

Spain

Madrid

Maria de Molina, 4 28006 Madrid

Tel: +34 91 515 6300 Fax: +34 91 563 1630

Greece

Athens

6th Floor, Building B, 348 Syngrou Avenue, Kallithea 176‐74, Athens

Tel: +30 21 0455 7300 Fax: +30 21 0459 4004

Singapore

Singapore

6 Battery Road #28‑00 Singapore 049909

Tel: +65 6532 5335 Fax: +65 6532 5454

Thailand

Bangkok

Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok 10330

Tel: +66 2 665 7800 Fax: +66 2 665 7888

China

Hong Kong

Units 1703‑1707 One Pacific Place 88 Queensway Hong Kong

Tel: +852 2168 6700 Fax: +852 2918 9777

100‑000‑2087 LON 29/11/2013

All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this publication mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a ‘partner’ means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This publication is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. This publication constitutes attorney advertising.

© Watson, Farley & Williams 2013


13 OUR OFFICES

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