SECTORS & MARKETS Transport & Logistics
OVERVIEW Appleby s transport and logistics team specialises in advising on asset finance transactions for clients in the aviation, shipping, road, rail and logistics industries, as well as registration of aircraft and vessels. We are a recognised and highly-regarded team of lawyers based in key offshore jurisdictions, including Bermuda, the British Virgin Islands (BVI), Cayman Islands, Guernsey, Hong Kong, Isle of Man, Jersey, Mauritius, Seychelles and Shanghai. Leading independent legal research guide Chambers Global cites sources who acknowledge our teams for commitment and creativity in solving problems They have a very good knowledge of local law, but also understand how it integrates into US and European law, which is important for offshore investors. Aviation Our team regularly advises on aviation matters, including advice to lenders and borrowers on a broad range of financing and security documentation, the use and formation of SPVs and various security, priority, subordination and inter-creditor agreements, as well as the sale, acquisition and leasing of aircraft (in private and commercial use) and the financing of those transactions. [Appleby has] a very good knowledge of local law but also understands how it integrates into US and European law, which is important for offshore investors Chambers Global We are experienced practitioners who have spent many years providing commercial and regulatory advice in relation to both private and commercial aviation operations, including the sale and purchase of aircraft, assistance in advising as to suitable structuring, establishment and operation of such vehicles, registration of aircraft, provision of VAT solutions, EU importation, intra-group leases, off balance sheet structures and operating and finance lease structures. In particular, Bermuda, Cayman Islands, and the Isle of Man have long been the domiciles of choice for financing and registering private aircraft, and in the case of Bermuda, both private and commercial aircraft. With the establishment of the Channel Islands Aircraft Registry in Guernsey in 2013, Guernsey is also positioning itself as a domicile of choice for financing and registering private aircraft, and Appleby with its global experitise in the field is ideally placed to assist. We are one of the world s leading offshore aviation practices, offering clients the benefit of years of experience operating around the globe. Our clients include major commercial lending institutions, export credit agencies, owner lessors, airlines, insurers, brokers, governments and regulatory bodies. Shipping In the world of shipping, we have a broad client base ranging from high net worth individuals owning super yachts to large internationally-operating shipping enterprises. We frequently act for lenders, both commercial banks and export credit agencies, that have a significant portfolio of ship finance. Our clients are involved in a full range of shipping and shipping-related service industries, including a range of activities from inception (ordering new construction) through the life of the vessel (ship owning and operating enterprises of all descriptions). As such, we have a wide range of expertise on a diverse range of shippingrelated activities across our network of offshore jurisdictions. These jurisdictions, and in particular Bermuda, BVI, Cayman Islands, Guernsey, Isle of Man and Jersey, are popular domiciles for registering and financing a wide variety of commercial vessels as well as pleasure and commercially-operated super yachts. We regularly provide advice on the registration of ships in Bermuda, BVI, Cayman Islands, Guernsey and Isle of Man, the sale and acquisition of ships and the financing of those transactions, and the registration and financing of private mega-yachts and commercial vessels during construction. We also prepare, review and provide opinions on loan and credit facility, and security documentation. 2
OUR SERVICES Our multi-jurisdictional teams have extensive experience in advising on a broad range of aircraft, shipping, rail, road and logistics transactions, and regulation, including: Loan/credit facility agreements and security documentation High-yield debt offerings Syndicated (secured) loan transactions Off-balance sheet structures Lease agreements Asset securitisation structures Sale and acquisition of vessels, and the financing of such transactions Registration of ships in Bermuda, BVI, Cayman Islands, Guernsey and Isle of Man Registration of aircraft in Bermuda, BVI, Cayman Islands, Guernsey, Isle of Man and Jersey Public equity offerings Joint venture structures Operating and finance lease structures Islamic finanacing structures WHO WE ADVISE AND WHY Appleby s transport and logistics team acts for vessel owners, aircraft owners, rail operators, lessors, lessees, banks and other financial institutions on transactions that are invariably international. To that end, we have in-depth relationships with numerous international law firms, shipping, aviation, rail and logistics groups, and financial institutions around the world. REPRESENTATIVE CLIENTS Credit Suisse Cessna Finance Corporation Bombardier Aerospace Corporation JP Morgan International Bank Limited Barclays Bank HSBC Private Bank Major national export credit agencies Hoegh Major European and North American aircraft manufacturers GE 3
Our clients work with us because: We have an unparalleled presence offshore. This means clients don t have to manage a large group of advisers for complex, multi-jurisdictional transport and logistics transactions. With offices in key transport locations, our team is perfectly positioned to assist our clients with all aspects of their offshore needs. No other offshore firm can compete with the quality of our advice, network of offices, and the depth of our resources and service. Clients tell Chambers Global that we have a commercially pragmatic approach and anticipate potential issues in a thoughtful and responsive way. We deliver local, regional and international relationships and expertise through a one firm approach. Our clients get relevant advice in their time zone, and benefit from our ability to access the skills and expertise of our global network of people to deliver advice and services in the most efficient way. We are a multi-disciplined team, bringing together the wealth of experience and diverse skills within our legal teams around the globe. Together, we provide a seamless service to our transport and logistics clients with offshore requirements. We are an award-winning team with a track record of advising clients on the most innovative and marketleading deals and structures. Clients get timely and experienced advice, from a team that is both efficient and knowledgeable. We advise on some of the top transport deals, and our work has been recognised by publications like Chambers, IFLR and Legal 500. Our relationships with leading onshore firms are unrivalled. We pay careful attention to this, which means clients get a truly cohesive approach to their transactions where there is also an onshore element. We have a dedicated relationship programme with our counterparts in the leading onshore firms. 4
REPRESENTATIVE WORK Shipping Finance & Registration BUE Marine Acted as Bermuda and Cayman counsel for BUE Marine on the acquisition and financing of a fleet of over 20 offshore support and other vessels, and the dual registration of the fleet in Cayman, Kazakhstan and Azerbaijan for employment in the Black Sea. BP Acted as Cayman counsel for the shipping division of oil major BP in relation to the purchase, registration in Cayman, and financing of four platform support vessels and eight auxiliary rescue craft. Gateway Management Services Acted as Bermuda counsel on the securitisation of income stream from container leases of USD300 million, accompanied by a full corporate restructuring, for Gateway Management Services. Topaz Energy and Marine Acted as Cayman counsel on an ongoing basis for Topaz Energy and Marine, one of the leading marine and oil and gas fabrication companies in the Middle East, and its subsidiaries, Nico Middle East and BUE Marine, in the acquisition, financing and registration of their many vessels. Hoegh LNG Holdings Ltd. Acted as Bermuda and Cayman counsel to Höegh LNG Holdings Ltd. and its subsidiaries (Hoegh LNG), in connection with the formation of Höegh LNG s LP, a Marshall Islands limited partnership (MLP) and the MLP s IPO of 11,040,000 common units representing limited partner interests in the MLP at USD 20.00 per unit. Bank of London and the Middle East Acted as Cayman counsel for Bank of London and the Middle East in a USD50 million syndicated Shari ah-compliant Ijara leasing facility for Al Ghadeer Marine Shipping, the Dubai based shipping company, to fund the acquisition of the 53,000DWT double-skinned bulk carrier, Sara V. 5
REPRESENTATIVE WORK Cont d Aviation Finance & Registration Export Credit Agency Acted as Bermuda counsel for Export Credit Agencybacked syndicated facilities with respect to acquisition and Bermuda registration of Boeing and Airbus aircraft operating in public transport, including the use of Bermuda companies as owner/lessor and mortgager of aircraft together with sublessees established elsewhere, accommodating tax efficiencies in multiple jurisdictions. Major International Bank Acted as BVI counsel to a major international bank in relation to the Islamic financing of an aircraft, including reviewing and advising on the finalisation of the transaction documents. Vat Registered New Companies Acted as Isle of Man counsel in establishing Isle of Man VAT registered new companies, or branches of foreign companies, to own and lease inter-group corporate aircraft for global operations enabling cost-effective EU VAT friendly, efficient operations. Russian Airline Acted as Bermuda counsel for the owner in relation to the acquisition and financing of up to 20 Airbus A320 aircraft for operation by a Russian airline. US Purchasers and Lessors Acted as Cayman counsel for US purchasers and lessors in an innovative joint venture involving the acquisition of Shari ahcompliant Cayman entities owning multiple wide-body Airbus aircraft, on lease to a commercial operator in India whose entities were acquired from Middle East based vendors. Aircraft Owner Acted as Bermuda counsel for the owner in relation to the registration and complicated lease structure of a number of Airbus A319CJ aircraft, and in relation to subsequent funding to purchase additional aircraft. Roads & Railways Xinchen China Power Holdings Acted as Cayman counsel for Xinchen China Power Holdings Limited, a spin off and a subsidiary of Brilliance China Automotive, in relation to its listing on the Main Board of the Hong Kong Stock Exchange with proceeds of approximately HKD 878 million. Addison Lee Acted as Guernsey counsel for The Carlyle Group L.P, in relation to a significant investment into private hire and transport provider, Addison Lee. The investment was made by Carlyle Europe s III, L.P., a 5.4 billion fund that makes large and mid-cap investments throughout Europe and the UK. Brunswick Rail Acted as Bermuda counsel for Brunswick Rail, a Bermudadomiciled holding company and Russia s leading private freight rail car operating lessor, in relation to its guarantee of debut USD600 million 6.50 per cent Eurobonds. 6
KEY CONTACTS Bermuda Clive Langley +1 441 298 3202 clangley@applebyglobal.com Hong Kong Cameron Adderley +852 2905 5790 cadderley@applebyglobal.com British Virgin Islands Andrew Jowett Counsel +1 284 393 5316 ajowett@applebyglobal.com Isle of Man Faye Moffett +44 (0)1624 647 631 fmoffett@applebyglobal.com Cayman Islands Bryan Hunter +1 345 814 2052 bhunter@applebyglobal.com Jersey Wendy Benjamin +44 (0)1534 818 057 wbenjamin@applebyglobal.com Guernsey Camilla Hobbs Counsel +44 (0) 1481 755 624 chobbs@applebyglobal.com Mauritius Malcolm Moller +230 203 4301 mmoller@applebyglobal.com 7
ABOUT APPLEBY Appleby is one of the world s leading offshore law firms. The Group has offices in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and Seychelles, as well as a presence in the international financial centres of Hong Kong and Shanghai. Appleby has been ranked as one of the world s largest providers of offshore legal services in The Lawyer s 2016 Offshore Survey. With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of Corporate, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions. applebyglobal.com This publication is for general guidance only and does not constitute definitive advice. Appleby Global Group Services Limited 2017. SB13