Ship Finance Practice. Covering ship finance from every perspective.

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1 Ship Finance Practice Covering ship finance from every perspective

2 2 Ship Finance Practice Why Allen & Overy? A pre-eminent ship finance practice Our international ship finance practice holds a premier position in the market. Through its experience advising a wide-ranging client base, it brings a rounded approach to transactions. Comprising leading practitioners with a track record in ship finance who work closely with lawyers from other specialisms such as project finance, capital markets, restructuring and tax, it offers comprehensive, solutions-driven advice on all aspects of ship financing (both new money and restructurings) and on general ship-related matters. An award-winning approach We pride ourselves on our regular involvement in cutting edge transactions, many of which have been award winners. We use the experience gained from such transactions to work with our clients to provide creative structures and solutions to finance vessels. Our experience extends beyond pure financing documents to detailed knowledge of ship building contracts, sponsor support agreements, direct arrangements and time charters. Global and regional presence Our clients can benefit from the global spread of our team of ship finance experts. In addition to the team of lawyers based in our London office, we have dedicated ship finance lawyers based in the United States and across Europe and Asia. We are thus able to offer our clients a global service whilst providing local advice. The right level of advice We attach great importance to providing our clients with a transaction team that comprises lawyers with appropriate and relevant ship finance expertise. While we recognise the importance of a partner-led approach, we are also cost conscious and therefore manage our transactions efficiently with the right level of support necessary to ensure successful completion of a transaction at a competitive price. DVB Bank OSX USD420m facility Shipping Debt Deal of the Year - South America Jane s Transport Finance Awards 2010 BNP Paribas USD900m restructuring of three facilities for ZIM and USD550m restructuring of three facilities for CSAV Restructuring Deals of the Year Marine Money Awards 2010 Deutsche and Dexia Credit USD1.1bn pre- and postdelivery financing for two deep water drill ships Shipping Debt Deal of the Year Europe Jane s Transport Finance Awards 2008 Allen & Overy LLP 2010

3 3 In-depth knowledge of the shipping industry We have unrivalled experience advising a broad range of clients including lenders, banks, lessors, lessees, export credit agencies and ship-owners on the full range of ship financing techniques. The range of vessels on which we advise is also broad. Among the vessel types are FPSOs, LNG carriers, drillships, container vessels, chemical tankers, VLCCs and luxury cruise ships. We can therefore provide our clients with legal advice whatever the vessel type. Ship Finance Practice at Allen & Overy LLP Limited recourse and cashflow based financing Export credit agency supported financings Single and syndicated bank financings Tax-based leasing and financing Project financing Restructuring of financings Ship building and ship management contracts Manufacturer supported financing Islamic financing New build and pre-delivery financing Cross-border leasing Time charter cashflow based financing The firm maintains a sterling number of experts across its global network, allowing it to dedicate any number of specialists to complex financing matters. Shipping Chambers UK 2010

4 4 Ship Finance Practice Covering ship finance from every perspective Experience in all vessel types Our experience in financing LNG carriers, FPSOs, drillships and container vessels is unrivalled. We have advised on an extensive number of high value financings of container vessels, a variety of offshore oil vessels and specialised LNG carriers that have often been the largest and most sophisticated of their kind. In addition to our experience in those, we have advised on the financings of a broad array of vessel types including VLCCs, tankers, cruise ships, bulk carriers and tug boats. Our experience extends beyond pure financing documents to detailed knowledge of ship building contracts, sponsor support agreements, direct arrangements and time charters, which are so vital in the project type, limited recourse cashflow financings which are becoming more prevalent in today s market. We are also very familiar with the insurance provisions of contracts underlying maritime projects. We therefore have the expertise to advise our clients at whatever stage of the transaction we are needed. Limited recourse debt financings We are very familiar with the issues that arise on limited recourse vessel financings such as carrying out the necessary level of project documentation due diligence, optimising the lender security package, and conducting a detailed review and analysis of the time charterparty and other associated documentation. Tax leases & structured financings We offer our clients a fully comprehensive cross-border service in relation to tax leasing and are able to structure, negotiate and document complex tax lease financings which incorporate tax efficient structures. Our team of specialists are at the forefront of the latest developments in the UK tax lease market and the opportunities which these present for organisations based outside the UK. Through our international presence and our affiliations with law firms in jurisdictions where we do not have offices, we are well placed to advise on the various tax laws governing the different jurisdictions. While tax leasing remains an important source of financing for ships, the market is demanding increasingly sophisticated and innovative financing products, with more asset risk and more use of capital markets. Our ship financing practice is one of the few practices that is able to meet these demands due to our ability to draw upon the expertise of our capital markets, securitisation and project finance specialists. Should our clients wish to consider participating in structured products of this nature, we are very well placed to advise them in relation to these structures. widely recognised for its ability to take on the hefty deals, as it is able to devote large teams of people and resources to work at any one time Chambers UK 2009 Allen & Overy LLP 2010

5 5 Export credit backed financings We have extensive experience acting on credit export agency supported transactions in connection with ship finance transactions. These include acting extensively for K-EXIM, JBIC, KUKE, GIEK and SACE or for the lenders in transactions supported by them. Very often, the transactions have involved us advising both commercial lenders and export credit agencies within the same deal on tranched financings that have involved both junior and senior elements. We also have experience combining ECA financing with other products such as tax leases, giving us an excellent understanding of how to structure such transactions. Restructurings We are currently advising clients on issues arising on defaults and restructurings as well as managing their portfolios to release capital for new business opportunities that take advantage of the current market and enable them to generate further new business when the market recovers. We have a market-leading global restructuring group that advise on many of the largest and most high profile deals in the market. The group comprises over 130 lawyers worldwide, and is further supported by a number of senior finance, corporate, tax, employment and litigation partners who regularly work on restructuring and workout matters. We offer advice on the full range of restructuring and insolvency related issues and frequently advise clients from every single part of the capital structure. BNP Paribas USD910m credit facility for two 8,200 TEU and six 10,000 TEU container ships built in South Korea for ZIM Deal of the Year Marine Money Awards 2008 General Electric Capital Corporation USD350m pre- and post-delivery debt financing of the Sevan Driller, a deep water drill ship Shipping Debt Deal of the Year Europe Lloyd s Shipping Economist and Jane s Transport Finance Awards 2007 BNP Paribas USD450m asset-backed global credit facility for a Panamanian subsidiary of Chilean container line CSAV Most Innovative Shipping Deal of the Year Lloyd s Shipping Economist Finance Awards 2007

6 6 Ship Finance Practice Award winning service Market firsts We have a history of innovation. Much of the practice s industry knowledge is derived from pioneering involvement in key transactions across sectors. These market firsts include acting: on the first true limited recourse financing of LNG carriers in Japan (JBIC and The Bank of Tokyo). on the first Korean export credit finance with a UK tax lease (K-EXIM). Perennially cited as one of the top asset finance firms worldwide Chambers UK 2008 Clients in particular welcome the quality and depth of advice Chambers UK 2008 on the first deal to combine a French tax lease with Korean export credit finance (K-EXIM). Allen & Overy LLP 2010

7 7 International capabilities in ship finance Our ship finance practice is truly international, ensuring our ability to service our clients in whichever jurisdiction they may need advice. As well as the large team in London, lawyers with specialist ship finance experience operate in many of our international offices including Paris, São Paulo, New York, Amsterdam, Madrid, Moscow, Warsaw, Frankfurt and in particular in our Middle Eastern and Asian network with its centres in Tokyo, Hong Kong, Dubai, Bangkok and Singapore. The practice groups in our various offices are continuously in touch with each other and are used to working together on multi-jurisdictional deals to offer our clients a seamless approach. All have extensive experience advising in the shipping sector and have dedicated teams of legal professionals to support them. GLOBAL PRESENCE AMERICAS New York São Paulo ASIA PACIFIC Bangkok Beijing Hong Kong Jakarta* Perth Shanghai Singapore Sydney Tokyo EUROPE Amsterdam Antwerp Athens Bratislava Brussels Bucharest* Budapest Düsseldorf Frankfurt Hamburg London Luxembourg Madrid Mannheim Milan Moscow Munich Paris Prague Rome Warsaw MIDDLE EAST Abu Dhabi Doha Dubai Riyadh* * Associated offices Global Presence Americas Asia Pacific Europe New York São Paulo Bangkok Beijing Hong Kong Perth (associated office) Shanghai Singapore Sydney Tokyo Amsterdam Antwerp Athens Bratislava Brussels Bucharest (associated office) Budapest Düsseldorf Frankfurt Hamburg London Middle East Luxembourg Madrid Mannheim Milan Moscow Munich Paris Prague Rome Warsaw Abu Dhabi Doha Dubai Riyadh (associated office)

8 GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,000 staff, including some 470 partners, working in 36 major centres worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Antwerp Athens Bangkok Beijing Bratislava Brussels Bucharest (associated office) Budapest Doha Dubai Düsseldorf Frankfurt Hamburg Hong Kong Jakarta (associated office) London Luxembourg Madrid Mannheim Milan Moscow Munich New York Paris Perth Prague Riyadh (associated office) Rome São Paulo Shanghai Singapore Sydney Tokyo Warsaw Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2010 I CS