Maritime Tax. wfw.com. Maritime Energy Natural resources. Finance & investment. Transport Real estate ICT. Corporate Finance Tax Dispute resolution

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1 Maritime Tax 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 tax practice 03 Selected experience 04 Reputation 05 Team profile 08 Our offices

3 OUR MARITIME TAX PRACTICE 01 Our maritime tax 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. Unrivalled industry expertise We have a presence in all the major shipping centres around the world and offer integrated advice across the maritime industry. With clients ranging from owners and operators to the leading financial institutions, plus our ability to offer advice on English, French, German, Spanish, Italian, Greek, Russian, Thai, New York, Liberian, Singaporean, Hong Kong and Marshall Islands law, no other practice can match our scope and range of services to the market. We advise on the tax aspects of every segment of the maritime industry, including: > Financing > M&A > Investment > Structuring Watson, Farley & Williams Maritime Tax

4 02 OUR MARITIME TAX PRACTICE Understanding industry fundamentals Our work in the industry over the last 30 years has given us contacts across the full range of participants and unrivalled knowledge of the key fundamentals of the industry. We understand maritime assets and how they can be used as effective diversifiers in a balanced portfolio and we understand how to best structure a maritime investment to protect cash flows and secure a viable exit strategy, which is particularly important in view of the depreciating nature of these assets. Cross border perspective We have a presence in all the major shipping centres and shipping finance lawyers across our offices worldwide. Across these jurisdictions, and in the wider international market, we have seen virtually every type of transaction for every type of industry participant. Tonnage tax Tonnage tax is a unique system of taxation in the UK and certain other jurisdictions, applicable to the shipping industry. With very few advisers in this area, our team has acted for more companies which have entered the UK tonnage tax regime than any other law firm.

5 SELECTED EXPERIENCE 03 Selected experience Tonnage Tax Seaspan Corporation Corporate Restructuring Advising various companies in relation to their entry into, and exit from, the tonnage tax system, compliance with the tonnage tax rules and the financing of shipping assets by tonnage tax companies. Providing UK tax advice on Seaspanʹs first UK tax lease and standby loan facility for five container ship newbuildings of 4,250 teu. Advising in relation to the corporate and UK ownership restructuring of an international shipping group to mitigate US freight tax. Golar LNG Limited Providing tax advice in connection with the initial offering of common units in Golar LNG s LP to the public through NASDAQ and the related corporate restructuring. Yachts Providing tax advice in relation to the sale of a 37m Sunseeker motor yacht as a transfer of a going concern. Credit Agricole CIB, KfW IPEX, Société Générale and HSBC Bank plc Providing tax advice on the SACE backed financing of a 738 passenger luxury cruise ship under construction at Fincantieri ship yard in Italy. Seadrill Limited Providing UK tax advice in connection with the US$192.5m IPO of Seadrill s LLC. Hoegh LNG AS Lease Financing ING Bank, UK Tax Dispute Advising Hoegh LNG on tax matters in relation to their disposal of the Port Meridian deepwater LNG project and connected arrangements for provision of FSRU(s) and joint development. Advising on the restructuring of various dollar denominated tax based lease finance arrangements for shipping assets following a change of lessorʹs functional currency. Providing tax advice in relation to a US$75m project credit facility provided by ING Bank N.V. London Branch to Sovcomflot, to finance two LPG carrier newbuildings built at Hyundai in Korea and to be chartered long term to Sibur. Acting in relation to a tax dispute with HMRC regarding the lease financing of a cruise ship leased to, and operated by, a UK tonnage tax company. Watson, Farley & Williams Maritime Tax

6 04 REPUTATION Reputation... specialises in international taxation, as well as the tax aspects of Mergers & Acquisitions. Legal 500 EMEA 2013 Strengths: Integrated tax advice. JUVE Handbook 2012 Delivers extremely high quality advice Legal 500 UK has niche expertise in... shipping and cross border matters, and delivers extremely high quality advice... Tax Directors Handbook stand out as very knowledgeable and reasonable lawyers that are solutionoriented... particularly skilled in tax leasing and export credit transactions.... stands out for... attention to detail and ability to interpret and draft contractual tax clauses World Tax 2013 Chambers Europe 2011 Tax Directors Handbook cross border tax based asset finance is another signficant specialism. Legal 500 UK knows a great deal about complicated financing and tax structures. Chambers Europe judicious and sensible practitioner... Chambers UK 2011

7 TEAM PROFILE 05 Team profile London New York Michael LʹEstrange London Richard Stephens London Stephen Millman New York Daniel Pilarski Attorney New York Michael L Estrange is head of the firmʹs Tax Group. Michaelʹs areas of specialisation include corporate tax with a particular focus on crossborder mergers and acquisitions and corporate restructuring. He also focuses on asset/structured finance and all areas of corporate taxation as it relates to the international shipping sector including the UK tonnage tax system. He regularly advises on the availability of capital allowances and issues relating to the taxation of energy companies. Michael is an associate of the Chartered Institute of Taxation. Richard Stephens trained at Watson, Farley & Williams, qualified as a solicitor in 2003 and became a partner in Richard advises UK and multi national companies on all aspects of UK corporation tax. Richardʹs specialisations include asset and structured finance and he has a particular interest in the UKʹs tonnage tax regime. Stephen Millman joined Watson, Farley & Williams in 2004 as a partner in the New York office. He has extensive experience in leveraged leasing, taxation of partnerships and taxation of real estate. Stephen has been cited as a leading US tax lawyer in the Guide to the Leading US Tax Lawyers (published by Euromoney Publications LLC). Daniel Pilarski joined Watson, Farley & Williams in 2013 as a lawyer in the New York office. He specialises in the US tax aspects of domestic and cross border transactions. Watson, Farley & Williams Maritime Tax

8 06 TEAM PROFILE Paris Hamburg Romain Girtanner Paris Gerrit Bartsch Hamburg Verena Scheibe Hamburg Lothar Wegener Hamburg rgirtanner@wfw.com gbartsch@wfw.com vscheibe@wfw.com lwegener@wfw.com Romain Girtanner joined Watson, Farley & Williams in 2005 as an associate in the Paris office and became a partner in May Romain specialises in international tax structuring with an emphasis on private equity, renewable energy, asset finance, corporate restructuring schemes, international estate planning and tax litigation. Gerrit Bartsch joined Watson, Farley & Williams as a partner in April He specialises in tax matters relating to mergers & acquisitions, renewable energy, property and shipping. Gerrit advises on tax structuring of transactions and closed end funds. Verena Scheibe is a partner in the Tax Group. She joined the firm in October Verena was admitted as a tax advisor (Steuerberater) in Verena advises on the tax aspects of mergers & acquisitions, private equity and real estate transactions, with an emphasis on closed end funds. She also advises on tax structuring and other tax matters in relation to national and international renewable energy and aviation transactions. Lothar Wegener joined Watson, Farley & Williams as a partner in April He qualified as a tax advisor (Steuerberater) in Lothar specialises in mergers & acquisitions, private equity, real estate and closed end funds transactions.

9 TEAM PROFILE 07 Milan Madrid Raffaele Villa Head of Tax Italy Milan Luis Soto Madrid Raffaele Villa is an adviser in the Tax Group, based in Milan. He specialises in tax advice on: international taxation; mergers & acquisitions; structured finance transactions; corporate reorganisations; debt restructuring and lending transactions. He is also very familiar with the tax issues related to private equity funds and real estate investment funds in both domestic and cross border scenarios. His main clients are private equity funds, but he often deals with banks, other financial institutions and large multinational corporations. Luis Soto joined Watson, Farley & Williams as a partner in He specialises in international tax, mergers & acquisitions, restructurings, asset finance and tax dispute resolution. Luis also has expertise in the renewable energy, infrastructure, real estate, shipping and IT sectors. Watson, Farley & Williams Maritime Tax

10 08 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:

11 OUR OFFICES 09 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 10/07/2014 Watson, Farley & Williams 2014 Watson, Farley & Williams Maritime Tax

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