Maritime Finance
Overview
Our Maritime Group includes a team of 30 lawyers located
in San Francisco, New York, Paris, Milan, London and Tokyo.
Our broad knowledge of the maritime industry enables us to
provide a full range of legal services to the maritime community
and gives us the ability to manage complex transactions efficiently
and effectively. We are able to deal with any maritime related
transaction, from the most complex structured and leasing
transaction, to the more straightforward sale and purchase
transaction and charterparty negotiation. We handle domestic
and international ship finance transactions, and we represent
a cross section of banks, arrangers, investors, owners, charterers,
insurers, chartering and ship brokers, ship managers and agents,
shipowners and operators.
Global Scope
We are particularly well-known for our expertise in international
and cross-border leasing and structured finance; we actively
advise on operating leases and other off-balance sheet financing,
structured charterparties and pooling arrangements, new building
contracts, full pay-out lease financing, credit enhancement
structures, insurance policies, including lender and asset
protection, sale and purchase arrangements, flagging, taxation,
syndication methods and asset sales, risk management, enforcement
of security, international mergers & acquisitions, LNG
projects, port infrastructure financing and privatization.
Flexible Practice Organization Driven by Client Needs
In France, our team members have been at the forefront of
the development of tax leasing for vessels. In the UK, we
have acted for nearly all the large ticket lessors in the
tax lease market. In the US, we have been involved in several
equities offerings to the maritime industry and we are leaders
in US leasing techniques. In Milan, we are developing structures
adapted to the specific needs of international lenders dealing
with the maritime community. In Tokyo, we are actively involved
in the development of the LNG industry and the shipping component
relating to this industry.
Our flexible organization is adapted to our clients'
needs. The diversity of skills in other areas of the firm
such as tax, securitization, private equity and corporate
allows us to pull together teams to match the particular needs
of each transaction. We also work in teams across our offices
worldwide.
Ship Finance Transactions
- Advised Sonatrach, the Algerian State energy company and
one of its principal subsidiaries, Hyproc Shipping Company,
on a series of joint ventures with Japanese companies involving
the construction of LNG carriers to be employed by Sonatrach
for the purposes of exporting LNG to markets worldwide.
- Representing a publicly listed shipping company in connection
with ongoing US securities law matters.
- Representing Osaka Gas, Japan's largest gas company,
as purchaser in the negotiation and documentation of spot
purchase and long-term LNG sale and purchase agreements.
- Represented Gaz de France in several LNG tanker financings
and in other LNG market related matters.
- Represented a French bank in the structuring and negotiation
of the documentation of a US $740 million dollar French
tax lease financing for the purchase of eight twenty-ft.-equivalent
unit vessels. The transaction was a worldwide first in the
field of maritime financing, coupling a French tax lease
with a Korean export credit.
- Represented a Japanese lender and its US affiliate equity
investor in a cross-border synthetic lease financing of
an LNG carrier.
- Represented the US equity investor in the synthetic lease
financing of a US flag cement carrier operating in the US
coastwise trade and the subsequent conversion of the synthetic
lease into a "true lease" for US federal income
tax purposes.
- Represented a US bank lender in a series of synthetic
lease financings of vessels for the largest shipping company
in Mexico.
- Represented a syndicate of US insurance companies as
note purchasers in the synthetic lease financing (and subsequent
amendments and modifications) of a crude oil carrier for
the shipping subsidiary of a major US oil company.
- Represented the US equity investor in a US sale and leaseback
of a passenger ferry for a New Zealand carrier.
- Represented a hedge fund in the acquisition and financing
of a crude oil carrier on long-term charter to a major US
oil company.
- Represented an investor in the acquisition, financing,
re-delivery and subsequent sale of a crude oil carrier on
long-term charter to a major US oil company.
- Represented a privately held shipping company in connection
with the initial public offering of equity securities on
NASDAQ.
- Represented a Scandinavian shipping company in connection
with its acquisition of a US-based ship management company.
- Represented a US shipping company in connection with
its acquisition and subsequent sale of a major Canadian
shipping company.
- Represented a publicly traded US shipping company in
connection with its acquisition of a controlling interest
in a maritime telecommunications service provider.
- Represented a European shipping company, as issuer, in
a US$175 million 144A high-yield bond offering and in its
restructuring in an Isle of Man "scheme of arrangement."
- Represented a bidder in an over $500 million auction
of a US-based shipping company.
- Represented a Latin American shipping company as sponsor/originator
in a US$60 million freight receivables securitization.
- Represented a sponsor/asset manager in a CBO of high
yield shipping debt.
- Represented a Greek shipping company and a Scandinavian
shipping company in two 144A high-yield bond offerings (each
were suspended just prior to the road show).
- Advised French banks as co-arrangers in connection with
the €165 million French tax lease financing for a car/passenger
ferry for a French shipowner.
- Advised a European shipyard with a registration and sale
of two cruise vessels on lease to an English shipowner.
- Advised an English shipowner in the prefinancing of a
US$700 million cruise vessel by a French bank.
- Advised a major energy company in connection with the
€159 million French tax leasing of an LNG carrier with
a French Bank as lead arranger and security agent.
- Advised a French bank as lead arranger and equity provider
in connection with the delivery of a car ferry (US$132.2
million) for a French shipowner.
- Advised a French bank and a European maritime group in
connection with the US$108 million French tax leasing of
two container carriers for a European shipowner.
- Advised a French bank as lead arranger in the financing
and the delivery of a passenger/car ferry (€98 million)
for a French shipowner.
- Advised a French bank in connection with the export lease
financing of €236 million cruise vessel for a European
shipowner.
- Advised a French bank in connection with the French tax
lease financing of two cable-laying vessels up to €100
million for a French telecommunication company.
- Advised a North-African state oil and gas company and
its major shipping subsidiary with respect to a US$175 million
joint venture with two Japanese corporations for the construction
of an LNG carrier.
- Represented a large Latin American transportation company
in the securitization of receivables from long-term freight
contracts.
- Acted as counsel to the arranger and agent bank in connection
with the off-balance sheet financing of a fleet of eleven
vessels.
- Acted as counsel to a cruise line for the negotiation
of a series of eight sister passenger vessels and associated
French export credit financing packages.
- Acted as counsel to the arranging banks in connection
with the securitization of shipyard receivables on construction
contracts.
- Represented several vessel-owning companies in connection
with the issuance of high-yield securities under Rule 144A
and related restructuring work as debtor's counsel.
- Acted as counsel to agent bank and bank syndicates in
connection with various financing facilities relating to
the acquisition of new or second-hand vessels.
UK Tax Leasing Experience
The most recent major shipping transactions on which members
of the Orrick Maritime group have advised include:
- US$240 million credit-supported lease financing of three
VLCCs, combined with a structure for a third party bank
to provide both credit support and funding for the lessor.
- Several ferry financings for members of the P&O group,
the most recent being the €97 million operating lease
financing of the cruise ferry "Pride of Hull"
for P&O North Sea Ferries.
- US$100 million lease financing for P&O Nedlloyd's
2001 container purchase program.
- A UK Tonnage Tax compliant secured vessel lease and residual
value support arrangement.
- Acted for the vessel lessee in connection with a US$65
million refinancing of one VLCC incorporating a demise charter
structure combined with a UK tax lease supported by a letter
of credit.
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