containers - watson farley & · pdf fileextends to the sale and purchase of containers,...

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Containers

Finance & investment

Maritime Energy Natural resources

Transport Real estate ICT

Corporate Finance Tax Dispute resolution

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Contents

01 The container sector 03 Selected container experience 08 Our offices

01 THE CONTAINER SECTOR

Watson, Farley & Williams Containers

The container sector

Since Watson, Farley & Williams was founded, we have been involved in all aspects of the container industry and have developed a leading container practice. Our experience in the container industry is wide‑ranging and we can draw on it in relation to issues affecting containerlessors, financiers and operators.

Container sector Our container box team offers clients advice on a wide range of matters, including financing and leasing, corporate matters (including structuring and corporate M&A work in the sector), taxation and management. The team has a solid body of industry know‑how that enables us to offer advice based on a sound understanding of the business and commercial aspects of this sector.

Our clients Our lawyers act for the following clients in the container industry: Banks and financial institutions Container leasing companies Container managers Shipowners and operators Investors KG houses

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02 THE CONTAINER SECTOR

Finance We act on all types of transactions relating to the financing of containers, representing banks and financial institutions,leasing companies and ship owners in this sector, including: The financing of containers by means of secured loans; operating and finance leases; conditional sale and hire purchase arrangements; as well as by means of Islamic financing structures Tax and accounting‑based transactions, using domestic and cross‑border lease and structured finance products Off‑balance sheet financing Receivables financing Securitisation Finance related insurance products Residual value products Credit enhancement structures and products Derivatives, including container futures Workouts and restructurings Operational We advise owners and operators of shipping assets on a wide range of matters relating to their businesses. This extends to the sale and purchase of containers, container interchange agreements, billing and collection agreements, sales agency agreements, insurance, reinsurance, environmental and regulatory issues. Our experience in operational matters means that we are able to advise lessors and financiers in a commercially orientated manner.

New Containers The team has particular experience in relation to sales, purchases and sales and leasebacks of new containers and advises buyers on the terms and conditions of purchase contracts for new containers. Corporate The container team works closely with our corporate group acting on a variety of transactions including corporate acquisitions and disposals. Our deep sector knowledge and experience enables our corporate team to provide effective, commercially focused advice. Tax Our international tax team are able to advise on tax issues relating to commercial and corporate transactions in relation to containers, the tax issues relating to containers themselves and also on tax structured finance transactions in the asset class. Restructuring Our team has extensive experience in restructuring, workouts and enforcements in the shipping sector, including in relation to containers. We handle all kinds of transactions in this field from global debt restructurings to more discrete covenant cure transactions. Litigation and arbitration Our litigation and arbitration lawyers have extensive experience in the shipping and intermodal sectors including in relation to containers. In conjunction with the non‑contentious team they have worked on the repossession of containers. On the following pages you will find a selection of transactions undertaken by our lawyers in the areas described above.

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03 SELECTED CONTAINER EXPERIENCE


Selected container experience

Major European Bank

Advising the leasing subsidiary of a major European bank in connection with the sale of interests in loans backed by container leases to a specialty investment fund.

UK Container Operator

Advising a major UK container operator on the c. US$ 800m debt and lease arrangements for a series of big ticket defeased container leases using UK tax lease structures and achieving off balance sheet treatment.

A Syndicate of Lenders

Acting in relation to the acquisition and financing of 38,983 CEU of containers acquired by a Portuguese fund from Dong Fang International Investment Limited, which were subsequently managed by Dong Fang International Investment Limited.

Dutch and German Banks

Advising Dutch and German banks on a series of COSCO and China Shipping container loan/lease transactions.

Defeasance Banks

Advising the defeasance banks on the defeasance arrangements relating to leases of various general purpose and refrigerated containers.

European Leasing Company

Advising a major European leasing company in connection with the lease of specialty liquid tank containers to a European logistics service provider.

An Islamic Bank

Advising an Islamic bank on the Islamic financing, by way of sale and leaseback, of container equipment to a leading container lessor.

Leasing

ConRendit Group

Advising ConRendit Group on management agreements, lease agreements, container purchase agreements and other project documents related to the container industry.

German Bank

Advising the leasing subsidiary of a major German bank as lessor in connection with the lease financing of 1,300 high‑cube refrigerated containers and 12,000 high‑cube dry containers for a South American shipping company.

Middle East Container Company

Acting for a bank on a US$20m sale and lease back facility for a container company in the Middle East.

Tank Containers

Advising a US‑based container lessor in relation to a sale and leaseback of tank containers.

Container Operator Lease

Advising a container operator in relation to the leasing of a series of containers with a value of US$100m.


Sale of Existing Lease

Acting for a major international container lessor on the sale of an existing lease to an Austrian financier/lessor.

Middle East Bank

Acting for a Middle East bank on the Islamic repackaging of US$20m and US$10m sale and leaseback transactions into a Sukuk transaction sold to investors on a private placement basis.

International Container Lessor

Advising a major international container lessor on a US$27m lease financing of new 40 foot and 40 foot high cube containers to a Middle Eastern container line.

Dry Van Containers

Acting for a major international container lessor on the restructuring of the lease financing arrangements relating to 40 foot and 40 foot high cube dry van containers leased by a major container line.

Major International Container Lessor

Advising a major international container lessor on a US$12m lease financing of new 40 foot high cube containers to a major Russian container line.

US Container Lessor

Advising a US‑based container lessor in relation to a sale and operating leaseback of containers for a European container line.

International Container Lessor

Advising a major international container lessor on a US$10m lease financing of new 20 foot and 40 foot high cube containers.

High Cube Reefer Containers

Advising a major international container lessor on a US$6m lease financing of new 40 foot high cube reefer containers.

ING Bank N.V.

Advising ING Bank N.V., Singapore Branch and DBS Bank Ltd, Hong Kong Branch in relation to the sale and lease back of steel dry bulk containers and general purpose containers valued at US$200m with Florens Container Corporation S.A.

High Cube and Dry Van Containers

Acting for a major international container lessor on a US$10m lease financing of new 40 foot high cube and 20 foot dry van containers.

US‑Based Container Lessor

Advising a US‑based container lessor on the sale and leaseback of dry van and reefer container boxes for a major European container line.

DVB Investment Management N.V. (DVB)

Advising a Marshall Islands incorporated company managed by DVB on the acquisition of a portfolio of marine containers and the leveraging of such acquisition, which was funded by ING Bank N.V.



Debt finance

DVB Bank America N.V.

Acting for a syndicate of lenders led and arranged by DVB Bank America N.V. in relation to financing the sale and manage‑back of certain containers between the DCM Deutsche Capital Management AG group and Dong Fang International Investment Limited.

SG Equipment Finance

Acting for SG Equipment Finance on various loan facilities to container funds of the ConRendit Group, a German issuing house, for the purpose of part‑financing the acquisition costs of containers and other equipment.

NIBC

Acting for NIBC in relation to a loan facility for the acquisition of containers leased to the China Shipping Container group of companies (with standby lease involved).

DVB Group Merchant Bank (Asia) Ltd and ING Bank N.V

Acting for DVB Group Merchant Bank (Asia) Ltd and ING Bank N.V., in connection with a syndicated loan facility exceeding US$250m advanced to the Buss Group.

DVB Bank America N.V.

Advising DVB Bank America N.V. in relation to a container financing transaction with Grand View Development (Hong Kong) Ltd as manager of the containers under various lease agreements.

Bank of America

Advising Bank of America in connection with a US$60m container financing to a major container operator.

US$600m Limited Recourse Loan

Advising a bank in relation to a US$600m limited recourse loan facility for financing the purchase of a container portfolio.

ING Bank

Advising ING Bank in connection with a US$46m container financing to a major container operator.

Dutch Container Lessor

Advising a Dutch container lessor on the acquisition, debt financing and leasing of containers.

Banking Syndicate

Advising ING Bank N.V, DVB Bank S.E. and Bremer Landesbank Kreditanstalt Oldenburg‑Girozentrale in relation to a US$150m container box financing transaction with Hapag‑Llloyd Aktiengesellschaft.

ING Bank N.V.

Acting for ING Bank N.V. in relation to a US$10m container financing provided to the Grand View group.


Corporate/ M&A

Co‑ordinating Committee

Advising the co‑ordinating committee for a majority of the lenders to a container company.

Capital Intermodal Limited

Acting for Capital Intermodal Limited and its associated companies in the sale and transfer of the management rights of Capital Groupʹs 156,000 teu container fleet to Textainer Group Holdings Limited.

CMA CGM

Advising CMA CGM and its subsidiary, Global Ship Lease Inc., regarding its proposed initial public offering on the NYSE and its subsequent planned $1bn public merger with Marathon Acquisition Company.

Unitas

Advising Unitas on the purchase of part of the SeaContainers box‑fleet (mainly dry with some tanks) funded by DCM, Hamburg.

DVB Bank

Acting for DVB Bank as lender to Grand View in relation to the acquisition of shares by Grand View in UES (a German company). The package included container mortgages and share pledges.


Advising a US‑based container lessor on the restructuring of its tank container portfolio.

US$335m Loan Facility

Advising a bank on its provision of a US$335m loan facility to an investment company to acquire all the shares in a company involved in the management and operation of a fleet of containers owned directly or leased from German KGs.

Major European Bank

Advising the leasing subsidiary of a major European bank in connection with the acquisition of high‑cube dry shipping containers and related leases from a major US based financial services company.

Far Eastern Shipping Company plc

Advising Fesco on its JV with ESF Euroservices BV to establish Fesco ESF Ltd to take over ESF’s container and other business assets relating to three container line feeder services between north continental Europe and the Baltic Sea.

DVB Bank, ING Bank and BTMU Capital Corporation

Acting for DVB Bank, ING Bank and BTMU Capital Corporation on the purchase and manage‑back arrangements and financing to acquire 60% of Florens Container Holdings container portfolio.

Buss Capital Funds Singapore Partnership

Advising Buss Capital Funds Singapore Partnership on the acquisition from Tailian Container Enterprise International of a fleet of wholly‑owned and lease financed containers.

Buss Group

Advising on the acquisition from Green Eagle Investments N.V. of a portfolio of approximately 130,000 marine cargo containers for a consideration in excess of US$250m.

US‑Based Lessor

Advising a US‑based lessor on the acquisition of a multi‑jurisdictional portfolio of container leases from a Danish company.


Advising a US‑based container lessor on the acquisition of a container leasing company, with a value of approximately £40m.

Unitas

Advising Unitas on the purchase of the Bond International tank fleet funded by Conrendit.



Securitisation

French Company

Advising a French company owning and leasing containers in a variety of securitisations of receivables, with a sale of the assets and the receivables to a Delaware trust financed in the US markets.

Container Operator Companies

Advising container operator companies (as originators) on securitisation transactions relating to container receivables, one of which was effected through a multi‑seller conduit and was funded by commercial paper.

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

”Market‑leading shipping finance practice that is truly global.”Chambers UK 2014

“The partners take a hands‑on approach...”Chambers Asia 2013

Sources say: The firm ”has set itself above its competitors as a team of competent, analytical specialists.”Chambers Global 2013

Clients say: ”They recognise itʹs about the personal relationships.”Chambers UK 2014

Sources say: ”Focused on achieving the best result for the client.” Chambers Europe 2013

“...professional, well‑organised and time‑efficient approach...”Chambers Global 2013

”… excellent in all matters maritime.”Legal 500 Asia Pacific 2013

08 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 69 297 291 200 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

09 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

100‑000‑2392 LON 07/02/2014

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.

© Watson, Farley & Williams 2014


wfw.com

http://www.wfw.com/

containers - watson farley & · pdf fileextends to the sale and purchase of containers,...

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