Shipowning and Operating

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1 Shipowning and Operating Finance & investment Maritime Energy Natural resources Transport Real estate ICT Corporate Finance Tax Dispute resolution Employment Regulatory London New York Paris Hamburg Munich Frankfurt Milan Rome Madrid Athens Singapore Bangkok Hong Kong wfw.com

2 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. 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. 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. 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.

3 OUR SHIPPING INDUSTRY PRACTICE 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) 02 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. > 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 > 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. > due diligence for shipping portfolio acquisitions > Employment including contracts of employment, > warehousing structures employee benefits, disputes and compromise and immigration. > environmental regulation and liability > Finance all aspects of ship finance including > UK Tonnage Tax (including cadet training requirements under UK tonnage tax) > US Freight Tax issues 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. > Tax efficient group structuring. Watson, Farley & Williams Shipowning and Operating

4 03 SELECTED EXPERIENCE Selected experience Corporate NYK and Sovcomflot Investment Funds Anti Piracy Measures K Line Advising NYK and Sovcomflot on a joint venture for the construction, ownership and financing of two LNG vessels for the Sakhalin II project. Acting as maritime counsel for global investment funds entering into joint ventures for the acquisition of second hand and newbuilding tonnage including advice on newbuilding contracts, charters, supervision and shipmanagement agreements. Advising a major tanker player in respect of the deployment of armed guards on board its vessels transiting the East coast of Africa. Advising K Line on a joint venture to supply LNG vessels in connection with the Indonesian Tangguh project. Far Eastern Shipping Company Plc Royal Caribbean Cruise Line (RCCL) Royal Caribbean Cruise Line (RCCL) 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. 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. Advising RCCL on the construction, financing and delivery arrangements for all its recent cruise ship newbuildings in Finland and Germany. 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. 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.

5 SELECTED EXPERIENCE 04 Dispute Resolution 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. Far Eastern Shipping Company (FESCO) Acting in relation to delayed delivery and technical dispute with Aker Finnyards regarding an ice breaking support vessel. 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. 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. Songa Shipping Eurus Bern LLC PT Petayaran Meratus 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. Advising in relation to a claim for damages for a premature redelivery under time charterparty. Advising shipowners in relation to issues/claims arising out of a rudder failure during a loaded voyage leading to declaration of GA. 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. 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. Thorensen Thai Agencies Public Company Limited Advising one of the largest shipowners in Thailand in connection with the early termination of two longterm 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. Watson, Farley & Williams Shipowning and Operating

6 05 SELECTED EXPERIENCE Tax Seismic Survey Vessel Tonnage Tax Global Cruise Lines Advising a charterer in connection with project documentation in respect of a seismic survey vessel including the negotiation of a long term operating lease. 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. Advising on the successful application for UK tonnage tax election and subsequent tax lease for cruise ship newbuildings and related UK operations. Regulatory Merger Control Rules Teekay Pool Agreement Merger Control Rules Notified a joint venture acquiring LNG vessels to the European Commission under merger control rules. 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. Advising a pool owner on ensuring that the pool agreement complied with competition laws. Advising on the structuring of a JV established to invest in newbuilds so that it did not trigger EU merger control rules.

7 SELECTED EXPERIENCE 06 Employment & Immigration 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. International Shipowner Advising the UK representative company of an international shipowner on its contracts of employment, include drafting a change of control clause. Fleet Owner Advising the owner of a fleet of specialised vessels, on the set up of UK seafarers and any adverse consequences of NICS. Contracts of Employment Reviewing and updating the contracts of employment of one of our shipping clients. 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. Shipping Company Advising a shipping company on a potential termination of employment, as well as a possible restructure. Watson, Farley & Williams Shipowning and Operating

8 07 SELECTED EXPERIENCE Finance 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. 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. 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. 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. 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. Precious Shipping Acting for Precious Shipping of Thailand in relation to a US$100m credit facility arranged by DnB NOR for the financing of secondhand vessel acquisitions. 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. 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. 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.

9 REPUTATION 08 Reputation maintains extremely high standards in the shipping arena. Legal 500 Asia Pacific 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 This top notch global firm continues to dominate the market with its capabilities in shipping Chambers Global 2013 The firm delivers strong commercial and practical advice. Legal 500 Asia Pacific 2014 Sources say: The firm is efficient and co ordinates international projects in order to ensure high quality and cost efficiency. Chambers Europe 2013 The firm has very technical and detailoriented lawyers... Chambers Global 2013 commercial and sound in its advisory work demonstrates a results orientated approach. Legal 500 Asia Pacific 2013 The partners take a hands on approach and are capable of handling complex, cross border deals. Chambers Asia 2013 Watson, Farley & Williams Shipowning and Operating

10 09 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: Fax: Avenue of the Americas New York, NY Tel: Fax: , avenue des Champs Elysées Paris Tel: Fax: Jungfernstieg Hamburg Tel: Fax: Piazza Navona, 49 2nd Floor int 2/ Rome Tel: Fax: Munich Milan Gewürzmühlstraße Munich Piazza del Carmine Milan Tel: Fax: Tel: Fax: Frankfurt Ulmenstraße Frankfurt am Main Tel: Fax:

11 OUR OFFICES 10 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, Madrid Tel: Fax: th Floor, Building B, 348 Syngrou Avenue, Kallithea , Athens Tel: Fax: Battery Road #28 00 Singapore Tel: Fax: Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok Tel: Fax: Units One Pacific Place 88 Queensway Hong Kong Tel: Fax: 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 LON 07/02/2014 Watson, Farley & Williams 2014 Watson, Farley & Williams Shipowning and Operating

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