shipowning and operating - watson farley &...

Shipowning and Operating

Finance & investment

Maritime Energy Natural resources

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Corporate Finance Tax Dispute resolution

Employment Regulatory

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wfw.com

http://www.wfw.com/

http://www.wfw.com/

01 OUR SHIPPING INDUSTRY PRACTICE

Our shipping industry practice

Watson, Farley & Williams has been active in the maritime sector since we began business thirty years ago. We have one of the largest dedicated shipping practices in the world and a thorough understanding of the shipping markets.

Extensive sector experience Our origins lie in supporting and advising the maritime industry and it remains a core part of the firm today. Our work with shipowners (whether this be in the more traditional sense of the word or on behalf of funds that have acquired interests in tonnage) managers and operators covers every aspect of a ship’s life‑cycle: from order and construction, sale and purchase, chartering and operation to decommissioning and recycling. Our dedicated team of specialist shipping lawyers works with our clients to help them tackle some of the most pressing issues in the industry, including overcapacity and lower freight rates, renegotiation of charter hire as well as crewing issues, regulatory requirements, environmental issues, piracy and sanctions.

We are independently judged as legal experts in the shipping industry and have a strong track record in providing our clients with pragmatic, commercial advice. Our shipping lawyers can combine to provide advice on shipping matters enacted under English, French, German, Spanish, Italian, Greek, Russian, Thai, Singapore, Hong Kong, New York, Liberian and Marshall Islands law. The depth of experience we have in the maritime sector has given us access to – and extensive contacts in – principal shipping markets in the Americas, Scandinavia and the Baltic States, Greece, the Middle East, Russia and Asia.

02 OUR SHIPPING INDUSTRY PRACTICE

Watson, Farley & Williams Shipowning and Operating

Working with shipowners, managers and operators Throughout our international offices we have extensive experience of commercial shipping matters including: shipbuilding contracts (including newbuild, ship conversion and repair contracts) supervision agreements ship sale and purchase (including newbuilding re‑sales) vessel employment (including time, bareboat and voyage charters, COAs and pools) ship management contracts (including technical, crewing and commercial aspects) ancillary contracts such as all types of guarantees and bonds, confidentiality agreements and brokerage agreements scrapping contracts assistance in the preparation of bid documentation maritime legislation due diligence for shipping portfolio acquisitions warehousing structures environmental regulation and liability UK Tonnage Tax (including cadet training requirements under UK tonnage tax) US Freight Tax issues Tax‑efficient group structuring.

Comprehensive and effective services We provide a full service across the shipping sector, including a range of complementary legal services spanning finance, corporate, tax, dispute resolution, employment and competition & regulatory. This means that our clients benefit from first class advice and support in complex cross‑border projects, transactions and disputes. Each of our service teams has a strong track record in providing our clients with high quality legal advice. Corporate – including corporate finance, securities transactions, private equity transactions, joint ventures, acquisitions, IPOs, strategic alliances and intellectual property. Dispute Resolution – shipping litigation, commercial litigation, arbitration and insolvency, as well as alternative dispute resolution methods. Tax – including tonnage tax, corporate tax and tax advice in relation to group structuring, leasing, private equity transactions, M&A and employment issues. Regulatory – encompassing regulatory, competition and environmental law matters. Employment – including contracts of employment, employee benefits, disputes and compromise and immigration. Finance – all aspects of ship finance including newbuilding and second‑hand ship financing, domestic and cross‑border finance leasing, operating leases and other off‑balance sheet financing, syndication, securitisation and asset sales, credit enhancement structures, Islamic finance and restructuring.

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Selected experience

03 SELECTED EXPERIENCE

Far Eastern Shipping Company (FESCO)

Advising in relation to contracts for the construction of a series of container ships in Poland.

José de Mello SGPS

Advising José de Mello SGPS on the US$415m sale of its shipping business, Soponata, to General Maritime Corporation.

United Arab Chemical Carriers

Advising United Arab Chemical Carriers in connection with the shipbuilding contracts and acquisition of eight 45,000 dwt chemical tankers to be built by SLS in South Korea.

K‑Line

Advising K‑Line on a joint venture to supply LNG vessels in connection with the Indonesian Tangguh project.

NYK and Sovcomflot

Advising NYK and Sovcomflot on a joint venture for the construction, ownership and financing of two LNG vessels for the Sakhalin II project.

Corporate

Investment Funds

Acting as maritime counsel for global investment funds entering into joint ventures for the acquisition of second‑hand and new‑building tonnage including advice on newbuilding contracts, charters, supervision and ship‑management agreements.

Anti‑Piracy Measures

Advising a major tanker player in respect of the deployment of armed guards on board its vessels transiting the East coast of Africa.

Far Eastern Shipping Company Plc

Advising Far Eastern Shipping Company Plc in connection with its acquisition of a 70% stake in ESF Euroservices, which operates three container line feeder services between north continental Europe and the Baltic Sea.

Royal Caribbean Cruise Line (RCCL)

Advising a major shareholder of RCCL in connection with the proposed US$6bn merger of Royal Caribbean and P&O Princess Cruises Plc and the hostile offer by Carnival Corporation for P&O Princess.

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.

Shipping Corporation of India (SCI)

Advising SCI in relation to its joint venture for LNG projects in India with Mitsui OSK, NYK and K‑Line and the financing of their newbuilding vessels.

Songa Shipping

Advising Songa Shipping in a substantial ship sale and purchase dispute for sellers of vessels worth in excess of US$150m to companies associated with Safebulkers Inc.

Eurus Bern LLC

Advising in relation to a claim for damages for a premature redelivery under time charterparty.

PT Petayaran Meratus

Advising shipowners in relation to issues/claims arising out of a rudder failure during a loaded voyage leading to declaration of GA.

Cancellation of Newbuilding Contracts

Advising a shipowner in its negotiations with a Korean shipyard for the cancellation of existing newbuilding contracts and the settlement of sellerʹs credits in favour of the yard.

Bina Lasha Maritim Indonesia

Acting for shipowners in connection with liabilities/obligations/claims arising out of a cargo fire which broke out in a cargo of Copra Expeller during a voyage from Indonesia to India.

Thorensen Thai Agencies Public Company Limited

Advising one of the largest shipowners in Thailand in connection with the early termination of two long‑term contracts of affreightment worth in excess of US$50m.

Singapore Insolvency

Advising a shipowner on the restructuring of chartering arrangements through extensive renegotiation of its charter in and charter out portfolio including agreeing early termination payments, earn out structures and arbitration/arrest scenarios.

Far Eastern Shipping Company (FESCO)

Acting in relation to delayed delivery and technical dispute with Aker Finnyards regarding an ice breaking support vessel.

Parbulk AS

Acting for Parbulk AS against Kristen Marine SA in a substantial ship sale and purchase dispute relating to a disputes cancellation by Parbulk of four bulk carriers valued in excess of US$200m and involving substantial claims by our client for its losses.

Safe Ports

Advising a shipowner in respect of its ships under time charter being instructed to call at Japanese ports following a tsunami and subsequent radiation leak from the Fukushima nuclear plant.



Dispute Resolution

Early Re‑Delivery Under Bareboat Charter

Advising a shipowner in respect of the proposed early re‑delivery of its vessel by a bareboat charterer in financial distress and documenting the settlement agreement between the parties.


Pool Agreement

Advising a pool owner on ensuring that the pool agreement complied with competition laws.

Teekay

Assisting on the joint acquisition (with TORM) of OMI, including forming the acquisition company, due diligence and US tender offer filings, financing arrangements and the clearance of the acquisition with authorities in Norway, Greece, Korea and the US.

Seismic Survey Vessel

Advising a charterer in connection with project documentation in respect of a seismic survey vessel including the negotiation of a long‑term operating lease.

Tax

Regulatory

Tonnage Tax

Advising over thirty international shipping groups on their entry into the UKʹs tonnage tax regime. This makes us one of the most experienced advisers on UK tonnage tax matters.

Merger Control Rules

Advising on the structuring of a JV established to invest in newbuilds so that it did not trigger EU merger control rules.

Merger Control Rules

Notified a joint venture acquiring LNG vessels to the European Commission under merger control rules.

Global Cruise Lines

Advising on the successful application for UK tonnage tax election and subsequent tax lease for cruise ship newbuildings and related UK operations.



Offshore Support Services Company

Advising a provider of offshore support services, in relation to disciplinary matters – including terminations of employment.

Container Shipping Company

Reviewing and amending the service agreement for senior staff of a container shipping company.

UK‑Based Shipping Organisation

Advising in relation to all aspects of immigration compliance, including undertaking a mock UKBA audit and advising in connection with the dismissal of an employee without valid leave to remain.

Contracts of Employment

Reviewing and updating the contracts of employment of one of our shipping clients.

International Shipowner

Advising the UK representative company of an international shipowner on its contracts of employment, include drafting a change of control clause.

Employment & Immigration

Shipping Company

Advising a shipping company on a potential termination of employment, as well as a possible restructure.

Fleet Owner

Advising the owner of a fleet of specialised vessels, on the set‑up of UK seafarers and any adverse consequences of NICS.

Teekay

Assisting Teekay in relation to several projects in the tanker, LNG and FPSO sectors, including the financing of the FPSO ʺPetrojarl Vargʺ and the project to convert mv ʺArctic Spiritʺ into an FLNG plant for Kitimat in Canada.

MISC Capital

Advising MISC Capital in relation a US$1bn transferable syndicated loan facility with the Bank of Tokyo‑Mitsubishi UFJ, BNP Paribas, Mizuho Corporate Bank, OCBC (Malaysia) and Sumitomo Mitsui Banking Corp.

GC Rieber Shipping ASA

Advising on its investment in Bluestone Offshore Pte Ltd, including restructuring the financing and ownership structure of Bluestone and its subsidiaries including a NOK195m investment into Reef Subsea AS and a US$17.5m investment into Bluestone.

Finance


Vessel Design

Advising a shipowner in its negotiations with the Shanghai Merchant Ship Design & Research Institute for the participation in the design of a series of 12,000 dwt multi‑purpose carriers with a view to optimising her fuel consumption and the general arrangement plan.

Precious Shipping

Acting for Precious Shipping of Thailand in relation to a US$100m credit facility arranged by DnB NOR for the financing of second‑hand vessel acquisitions.

Sale & Charter back

Advising a shipowner in respect of the sale and charter back of two ice class tankers on a seven year finance lease basis.

Brazilian Shuttle Tankers

Advising a shipowner in respect of its bid for the provision of shuttle tankers for use in Brazil including the preparation of its bid documentation and reviewing and commenting on the project charter and deviation lists.

Fred Olsen Cruise Lines

Advising Fred Olsen Cruise Lines on the sale of three cruise vessels, ʺMV Black Princeʺ, ʺMV Boudiccaʺ and ʺMV Balmoralʺ (Ex ʺMV Norwegian Crownʺ) registered under Bahamas Flag.

Brunei Gas Carriers (BGC)

Advising on fundraising for BGCʹs newbuilding programme. BGC arranged a long‑term Islamic financing facility of US$505m with Fortis Bank (Singapore), Standard Chartered Bank and Brunei Investment & Commercial Bank.

08 REPUTATION


Reputation

“…maintains extremely high standards in the shipping arena.”Legal 500 Asia Pacific 2013

“The firm has very technical and detail‑oriented lawyers...”Chambers Global 2013

Sources say: “The firm is efficient and co‑ordinates international projects in order to ensure high‑quality and cost efficiency.”Chambers Europe 2013

“This top‑notch global firm continues to dominate the market with its capabilities in shipping…”Chambers Global 2013

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

“…this firm earns outstanding reviews from clients and peers alike for its work.”Chambers UK 2013

“…very pragmatic in how they go about transactions – itʹs a very welcome approach.“Chambers UK 2013

“…commercial and sound in its advisory work… demonstrates a results‑orientated approach.”Legal 500 Asia Pacific 2013

The firm delivers “strong commercial and practical advice.”Legal 500 Asia Pacific 2014

09 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

10 OUR OFFICES


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

100‑000‑2386 LON 07/02/2014

All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure 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 brochure 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 2014

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http://www.wfw.com/

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