Finance
Listed share margin call RCFs
Advising a corporate in respect of US$375 million of corporate finance revolving credit facilities backed by listed shares on a margin call basis.
US$180 million bridge facility
Advising a corporate in connection with a US$180 million bridge facility.
Quantum Pacific
Advising KfW-IPEX Bank on a US$72 million GIEK backed "green loan" financing to Quantum Pacific Shipping for the purchase and installation of scrubbers. The innovative structure sets a useful precedent for future ECA backed scrubber financings. Jeffrey acted as lead associate on this matter.
Bridge loan
Advising a corporate in connection with a US$350 million bridge facility.
Green loan financing
Advising BNP Paribas on the structuring and documentation related to a US$48 million financing, involving a green loan tranche. The green loan tranche was made available after Vigeo Eiris, an independent international ESG research provider, confirmed that it would be used for purposes consistent with the four core components of the Green Loan Principles (GLP), which were developed and published by the Loan Market Association (LMA). A key part of the financing was the agreement around the green loan tranche infrastructure and the related representation and undertakings. These included discussion around the LMA’s GLPs, the third party verification opinions, the green loan framework, the green loan reporting obligations and the Poseidon principles (a global framework which ensures responsible ship finance portfolios).
US$470 million corporate finance RCFs and pre-delivery financing
Advising major Asian based shipping company in respect of a US$100 million corporate financing made available by OCBC, a US$100 million corporate financing made available by SCB and a US$270 million pre-delivery financing made available by a syndicate of banks including Citibank, DBS, NAB and SMBC.
Ship and offshore finance
BW Pacific US$676 million financing
Acting for a BW Pacific on a refinancing of a US$676 million multi-tranche and revolving credit facility in relation to 29 vessels to be advanced by a syndicate of international banks (operating though their Singapore branches).
New York Fund
Advising a New York based fund on US$104 million financing of a US$154 million new-build offshore accommodation jack-up-rig. The financing was provided by a Chinese lender and was Sinosure backed. The rig was chartered to Maersk.
Solstad fleet refinancing
Advising Nordea in connection with a US$1.5 billion 41 vessel fleet refinancing to Solstad.
Quantum Pacific
Acting for ING on a pre and post-delivery US$344 million multi-tranche ECA backed facility to three subsidiaries of a joint venture for the purchase of three containerships under construction in Korea by Samsung Heavy Industries Co., Ltd..
BW LPG
Advising BW LPG on a US$400 million syndicated multi-tranche ECA backed facility for the purchase of seven very large gas carriers under construction in Korea by Hyundai Heavy Industries.
Seller credit financing
Advising a major U.S. offshore vessel owner that serves the offshore oil and gas exploration and production industry in respect of the the acquisition through deferred payment arrangements of three platform supply vessel newbuildings (upgraded to a battery hybrid power solution) from COSCO.
Corporate
Quiet enjoyment / step-in
Advising a syndicate of international lenders in connection with taking an effective security interest over a long-term charter with an international oil major. This involved significant negotiation in respect of quiet enjoyment and step-in.
Nordea re-domiciliation / universal succession
Advising on a cross border consolidation including, amongst other things, the impact of the consolidation on the security and the requirements in the financing documents related to mergers. This involved dealing with a wide range of different jurisdictions in consultation with foreign counsel and reviewing the position for various types of facilities (term loan, revolving credit and ECA backed facilities etc) and structures (syndicated, bilateral and participation loans).
LNG-to-gas onshore and offshore oil and gas project financing
Advising a company in connection with its participation in a LNG-to-gas onshore and offshore oil and gas project financing. This involved advising on the joint development agreement, investment principles, project accession documentation, shareholder agreements and a long term operation and maintenance agreement in connection with the FSRU.
Paragon restructure
Advising Paragon on a restructure its group.
Quantum Pacific
Advising Quantum Pacific in connection with a complex LQE with step-in and substitution rights relating to an ING / BoCom financing.
Leasing and equipment finance
JOLCO
Assisting BNP Paribas connection with a sale and lease back structured as a JOLCO involving the Japanese leasing company NTT and the international shipping company PIL.
KOBC backed structured financing
Advising ING Bank on the structuring and documentation of a highly complex and innovative multi-tiered debt US$145 million Korean Ocean Business Corporation (KOBC) guarantee backed container financing. This financing involved senior, mezzanine and junior tiers of debt, limited recourse for senior lenders, as well as complex security interest and intercreditor considerations. This was the second in a series of highly structured KOBC financings arranged by ING, and represents a total arranged debt of US$300 million. It required KOBC support in the form of a KOBC guarantee in favour of the mezzanine and junior lenders, and the incorporation of a Hong Kong KOBC special purpose vehicle. It also involved the sale-purchase and lease-back of 48,980 high cube and cargo marine containers to Hyundai Merchant Marine Co. Ltd, (HMM is the largest Korean national containers carrier). A novel feature of this transaction, introduced to mitigate risk, was that a subsidiary of CAI International Inc. (a leading global transportation and intermodal container leasing and sales company) was incorporated to act as collection agent and container manager for ING.
Sale and purchase of diving bell
Acting for ICON (US private equity firm) in connection with the sale and purchase of diving bell.
Restructuring and insolvency
Scheme of arrangement
Advising Nordea in connection with a scheme of arrangement sought but Solstad in respect of a double merger and financial structuring of various global facilities.
Distressed debt disposal
Assisting a corporate with the disposal of a drilling rig following a consensual agreement with lenders to sell. Advising in connection with a complex settlement agreement as between the borrower and certain subsidiaries, senior lenders, junior lenders and certain trade creditors.
OSV distressed sale and purchase
Assisting DVB in connection with OSV distressed sale and purchase.
Rickmers
Assisting a bank in connection with the transfer of agent and trustee functions.
Hin Leong collapse
Acting for and advising an international bank in relation to the collapse of Hin Leong (a global commodities trader), its related vessel ownership group Xihe Holdings and its related entity Ocean Tankers ( global oil tanker shipping company), with an exposure of well over US$500 million to the Hin Leong group’s shipping, trading and terminal arms. This involved advising on issues relating to multiple vessel financing arrangements, insolvency, judicial management, receivership, vessel arrest, funding arrangements and a vessel redelivery and sale / workout program. This is one of the largest debt restructuring exercises in Singapore.
Restructuring major Singapore based shipping company
Advising a major Singapore based shipping company in respect of the restructuring and /or termination of 20 of its long-term chartering / financing arrangements with Japanese vessel owners. In particular, significant work was done in relation to reviewing over 40 vessel charters and to provide bespoke advice in relation to the renegotiation / termination of the various charters. We further advised in relation to and prepared to take defensive steps such as a potential insolvency protection application.
Collapsing a joint venture
Advising a major U.S. offshore vessel owner that serves the offshore oil and gas exploration and production industry in respect of matters related to shareholder funding arrangements and collapsing a joint venture with COSCO Shipping relating to 8 offshore support vessels.
Distressed debt fleet acquisition
Advising a shipping company on a potential acquisition of a fleet of 14 tankers under arrest across Asia. We were instrumental in ensuring the fleet was carved out of insolvency proceedings, dealt with 5 bank syndicates and a further secured creditor with second security, and structured solutions to purchase the fleet in stages allowing for settlement of claims (including debt, sheriff claims, liens and unsecured creditors) to release the vessels from arrest. We subsequently prevented the fleet from being consensually sold to other third parties forcing judicial sales, and co-ordinated the potential appointment of receivers over the fleet.
Distressed debt auction
Assisting subsidiaries of a major Asian based shipping company with a complex multi-jurisdiction distressed debt disposition of offshore support vessels together with related long term oil major charters structured by way of share sale and purchases. This is an interesting transaction that involved numerous potential buyers bidding by way of an auction process. The bidding process involved all bidders putting forward proposals to acquire the vessels by way of asset sales and share sales. We advised on all aspects of the bidding, structuring and documentation. A key part of structuring was ensuring the long term charters could not be terminated.
Project finance
Limited recourse US$162 million ECA backed financing
Advising ING Bank on the structuring and documentation of a structured multi-tiered debt US$162 million KOBC guarantee backed financing. This financing involved senior, mezzanine and junior tiers of debt, complex security interest and intercreditor considerations, ECA support in the form of a KOBC guarantee in favour of the mezzanine lenders, the incorporation of a KOBC special purpose vehicle, the sale and lease-back of 21,870 high cube and cargo marine containers to Hyundai Merchant Marine Co. Ltd and a subsidiary of CAI International Inc. acting as collection agent and container manager for ING.
National Australia Bank
Advising on a US$178 million limited recourse financing of 9 Aframax oil tankers to 9 subsidiaries of KMARIN, a Korean investment fund, all on long-term charter to an oil major. The deal involved advice regarding: the bankability of complex long-term charters, involving provisions allowing time charters to be converted into bareboat charters on the occurrence of certain trigger events; the negotiation of effective security interests and step-in rights / quiet enjoyment with an oil major; and, the negotiation of residual value guarantees and charter guarantees with an oil major. The key commercial protection for Lenders, given the limited recourse nature of this financing, was being able to agree effective step-in rights / quiet enjoyment with the Oil Major chartering the vessels. Another bespoke feature and credit enhancement of this financing was the inclusion of residual value guarantees by the Oil Major in favour of the Lenders.
Listed share margin call RCFs
Advising a corporate in respect of US$375 million of corporate finance revolving credit facilities backed by listed shares on a margin call basis.
BW Gas
Advising BW Gas on a limited recourse US$180 million post-delivery facility from a syndicate of international banks, led by Société Générale. The transaction is innovative in that it used a "hybrid" or "capped" guarantee.