Contents. 01 Our maritime finance practice 03 Selected experience 08 Reputation 10 Key facts: maritime finance 11 Our approach 12 Our offices

Transcription

1 Maritime Finance Finance & investment Maritime Energy Natural resources Transport Real estate ICT Corporate Finance Tax Dispute resolution Employment Regulatory London New York Paris Hamburg Munich Frankfurt Milan Rome Madrid Athens Singapore Bangkok Hong Kong wfw.com

2 Contents 01 Our maritime finance practice 03 Selected experience 08 Reputation 10 Key facts: maritime finance 11 Our approach 12 Our offices

3 OUR MARITIME FINANCE PRACTICE 01 Our maritime finance practice 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 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. Watson, Farley & Williams Maritime Finance

4 02 OUR MARITIME FINANCE PRACTICE 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.

5 SELECTED EXPERIENCE 03 Selected experience 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 postdelivery loan facilities for more than 20 newbuildings. 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 partfinancing the acquisition costs of containers and other equipment. 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. 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. 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. Nordea Advising Nordea on a club financing with DNB and Fortis for Scorpio Tankers following its initial public offering. 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. 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. Watson, Farley & Williams Maritime Finance

6 04 SELECTED EXPERIENCE Banca Nazionale del Lavoro BNP Paribas BNP Paribas 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. 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. 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. 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. 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. 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 postdelivery 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. ABN Amro Bank Nordea BNP Paribas Advising in relation to the delivery of the MSC Katrina and the related second priority security package to cure a loan tovalue breach relating to facilities of US$294.5m granted to Potty Holdings and Fredia Shipping for the construction of two vessels. 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. 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.

7 SELECTED EXPERIENCE 05 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. 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. 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. 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. 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. 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. ING Bank S.A, Turkey Advising on rights against other parties regarding a vessel financed by ING using a Turkish law predelivery facility and English law shipbuilding contract, but which was delivered without loan repayment and had a mortgage registered with another bank. 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. 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. Watson, Farley & Williams Maritime Finance

8 06 SELECTED EXPERIENCE Debt Financing Standard Chartered Bank Brunei Gas Carriers (BGC) 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 secondhand anchor handling offshore support vessel. 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. 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. 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. 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). 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. 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. 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. 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. 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.

9 SELECTED EXPERIENCE 07 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 COFACEbacked 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. 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. 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. 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. Arrangers Advising the arrangers on a securitisation of receivables of approximately 500m arising under two cruise ship newbuilding contracts. 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. 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. Watson, Farley & Williams Maritime Finance

10 08 REPUTATION Reputation This firm is highly regarded around the world for the strength of its shipping practice. Chambers Asia 2013 Sources say: ʺThe team is reliable, knowledgeable and always responsive.ʺ Chambers Europe 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 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 The firm has very technical and detailoriented lawyers, and has set itself above its competitors as a team of competent, analytical specialists Chambers Global 2013 Sources say: ʺWe see very high professional standards and we can always rely on their advice and expertise.ʺ Chambers Global 2013 Watson, Farley & Williams LLP is commercial and sound in its advisory work, and demonstrates a results orientated approach. Legal 500 Asia Pacific 2013 Sources say: ʺI appreciate their service mentality: they think from a clientʹs perspective and make us feel prioritised.ʺ Chambers Asia 2013 This top tier firm is highly respected for its ship finance offering, and continues to garner acclaim... Chambers Asia 2013

11 REPUTATION 09 Sources say: Absolutely the best firm in ship finance.ʺ 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 praised for providing a Rolls Royce service which you donʹt get from some of the bigger players. 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 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 authoritative shipping finance practice and tenacious negotiating style. Chambers USA 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 ʹ...maintains extremely high standardsʹ in the shipping arena... Legal 500 Asia Pacific 2013 The partners take a hands on approach and are capable of handling complex, cross border deals. Chambers Asia 2013 Watson, Farley & Williams Maritime Finance

12 10 KEY FACTS: MARITIME FINANCE Key facts: maritime finance 700+ people in 14 offices. across three continents Ranked Top Tier for shipping finance by Chambers UK 2013 Worked in almost every country around the world 23 languages spoken Lawyers qualified to practise in more than 49 countries 129 partners circa 400 lawyers Advised on more offshore wind farm deals than any other law firm

13 OUR APPROACH 11 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. Watson, Farley & Williams Maritime Finance

14 12 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: Fax: Avenue of the Americas New York NY Tel: Fax: , avenue des Champs Elysées Paris Tel: Fax: Jungfernstieg Hamburg Tel: Fax: Piazza Navona, 49 2nd Floor int 2/ Rome Tel: Fax: Munich Milan Gewürzmühlstraße Munich Piazza del Carmine Milan Tel: Fax: Tel: Fax: Frankfurt Ulmenstraße Frankfurt am Main Tel: Fax:

15 OUR OFFICES 13 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, Madrid Tel: Fax: th Floor, Building B, 348 Syngrou Avenue, Kallithea , Athens Tel: Fax: Battery Road #28 00 Singapore Tel: Fax: Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok Tel: Fax: Units One Pacific Place 88 Queensway Hong Kong Tel: Fax: 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 LON 29/11/2013 Watson, Farley & Williams 2013 Watson, Farley & Williams Maritime Finance

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