Law firm Stephenson Harwood LLP has advised Gearbulk on the restructuring of its finance arrangements in connection with a corporate reorganisation taking place in January 2025 which sees one of its existing shareholders, Mitsui O.S.K. Lines (MOL), increase its stake in Gearbulk to 72%, and a reorganisation of Gearbulk's business operations to be wholly focused within the open-hatch segment.
The project also included transferring of the ownership of Gearbulk's fleet of open-hatch vessels to a new shipowning vehicle established Norway in order to consolidate the group's vessel ownership, technical and commercial management in one hub.
In connection with the corporate restructuring and business reorganisation, the Stephenson Harwood team provided initial corporate advice, undertook due diligence and, thereafter, reviewed and implemented the group's new financing arrangements. This included, among other things, (i) the refinancing of existing bank debt secured against 27 of Gearbulk's open-hatch vessels by way of a new secured term loans and revolving credit facilities, (ii) the novation and amendment of certain lease transactions and (iii) specialist derivatives advice.
In respect of the group's newbuildings programme, the Stephenson Harwood team advised on the novation of certain shipbuilding contracts and related financing arrangements, including the novation and amendment of a pre-and post-delivery financing of two newbuildings currently under construction in China.
In addition to the general finance and corporate work, Stephenson Harwood's specialist derivatives team advised on the group's hedging arrangements and our insurance team advised on the group's various corporate insurance policies.
"We are delighted to have assisted Gearbulk with this multi-faceted project covering a wide spectrum of financing structures and the intra-group transfer of Gearbulk's fleet of open-hatch vessels," said Ian Mace, global head of maritime finance.
The Stephenson Harwood team was led by partner Ian Mace and managing associate Roderick McGeachy with assistance from managing associate Spiros Zavitsas, associates Roxanne Chambers and Lorenzo Culiat and transaction specialist Philippa Sharratt. Partner Jonathan Bridcut provided corporate advice, partner Joe O'Keeffe advised on insurance matters and associate Lisa Atkinson provided specialist derivatives advice.
