Maritime and Transportation

“Esteemed maritime finance practice regularly handling high-profile transactions for significant international clients. Well known for being highly capable in private equity, capital markets and complex commercial financing transactions.” -Chambers USA 2018 (Transportation: Shipping/Maritime: Finance)

71% of the Earth’s surface is covered in water. Only one law firm can cover it all by providing “one-stop shopping” for all matters maritime.

Seward & Kissel enjoys a global reputation as the “go to” U.S. law firm in the maritime arena. Our more than 50 attorneys in the maritime practice serve as trusted advisors to many of the world’s most notable public and private maritime companies, financial institutions and other industry participants in the areas of banking and finance, capital markets, mergers and acquisitions, private equity, restructuring and insolvency, tax, litigation and regulatory, and have handled many of the world’s biggest, most complex and innovative transactions in the U.S. and around the globe.

From the restructurings and bankruptcies of the 1980s, through the boom and bust of the high-yield market in the late 1990s and early 2000s; from the flourishing loan and public offering markets in the mid-2000s to the most recent foreclosures, restructurings and industry consolidations, Seward & Kissel has been involved every step of the way.

Our practice and lawyers are consistently recognized as market leaders by Chambers & Partners, Legal 500, Lloyd’s and other publications, and we pride ourselves in being the preeminent U.S. maritime law firm with the substantive expertise, market-setting experience and manpower to handle any matters that the future may hold for the maritime industry.

Banking & Finance

Our banking and finance practice is highly regarded and well diversified. We are one of the select few among our peer law firms that have evenly divided borrower- and lender-side representations. Our balanced practice allows and encourages us to be pragmatic and commercially-oriented and not driven by formulaic responses to sticky negotiating points in loan documents and to provide smart, practical advice to our clients in every situation. We are routinely involved in many of the cutting-edge financing transactions in the U.S. and around the globe and regularly represent some of the world’s leading banks, other financial institutions, publicly-traded and privately-held ship owners and equity investors in connection with:

• Loan transactions (secured and unsecured, term loan A and term loan B, revolving facility, unitranche, bilateral, club and large syndication loans)
• Finance leases and operating leases, including sale-leaseback transactions and financings backing financial lessors
• Mezzanine and other alternative financing transactions
• Securitization and other structured finance transactions
• Debtor-in-possession and exit financings
• Letters of credit, refund guarantees and other credit support matters
• Creation and perfection of security interests in vessels in the U.S. and U.S.-influenced jurisdictions, including the Republic of the Marshall Islands, Liberia and Vanuatu

M&A, Joint Ventures and Other Business Transactions

Our attorneys represent and advise a broad array of clients, including domestic and international shipping companies, both private and public, private investment funds, investment management firms, financial institutions and other institutional and strategic investors in connection with a variety of business transactions involving the maritime industry. We work closely with our clients to provide legal expertise and counsel in structuring, negotiating and consummating these transactions. The corporate attorneys leading these deals are assisted by the Firm’s other practice areas to address issues involving capital markets, banking and corporate finance, tax, employment and benefits, antitrust, intellectual property, litigation and U.S. government regulation. This integrated approach allows us to handle significant legal issues quickly, skillfully and effectively on all transactions, large and small. We have worked on a wide range of transactions in the maritime industry, including:

• M&A transactions involving domestic and foreign privately-held and publicly-traded shipping and offshore drilling companies
• Taxable and tax-free acquisitions and dispositions
• Management and other leveraged buyouts, including “going private” transactions
• Joint ventures and strategic alliances
• Early and late stage VC and PE investments
• General corporate matters, including the structuring and formation of shipping and offshore drilling companies, and negotiating and drafting organizational documents, operating agreements, shareholder agreements and various other forms of commercial arrangements

Restructuring & Bankruptcy

Our restructuring and bankruptcy team members, working hand-in-hand with finance and capital markets colleagues, have played leading roles in almost every major out-of-court workout and in-court bankruptcy proceeding that has taken place in the maritime industry. Our experience covers all aspects of restructuring, which, when paired with our deep knowledge of the nuances of the industry, provides us with unique perspective and insight into resolving distressed situations, which we believe no other firm can duplicate. The industry continues to face many difficulties, and our deeply experienced team is ready to assist in any situation, including:

• Workouts, enforcement proceedings, foreclosures, arrests, bankruptcies and all other vessel finance-related litigation worldwide
• Negotiation of out-of-court restructuring transactions
• Purchase or sale of distressed assets or companies, both in and out of bankruptcy
• Provision of post-bankruptcy financing
• Representation of ad hoc or statutory creditor groups
• Enforcement and preservation of rights against bankrupt contract counterparty
• Compliance with maritime-specific regulatory regimes

Capital Markets and Corporate Securities

Seward and Kissel’s Maritime and Transportation Capital Markets practice has extensive experience working with companies in the maritime space. The Firm represents clients in connection with all of their corporate and transactional activities – ranging from initial structuring and seed financing, to a wide variety of capital raising transactions in the U.S. and overseas public and private equity and debt markets, to mergers and acquisitions and corporate restructurings.

The Firm has represented the issuer in more than one half of all shipping company initial public offerings conducted during the past two decades, the overwhelming majority of which have remained clients on an ongoing basis. Through this experience, Seward & Kissel’s Capital Markets and Corporate Securities Group lawyers have been confronted with virtually every issue potentially facing maritime companies in connection with public and private capital markets transactions, and call upon this experience, together with their thorough understanding of the maritime business, to provide highly competent, innovative and cost-efficient representation to clients.

Capital Markets

• • Initial public offerings (IPOs), secondary, and follow-on stock offerings
  • Stock exchange listings (including direct and dual/cross listings)
  • High yield debt, term loans, baby bonds and bridge financings
  • Convertible debt offerings, equity-linked securities, equity derivatives, warrant and preference capital structures
  • “At the Market” (ATM) Offerings
  • Private placements, as well as public equity (PIPE) offerings
  • Tender offers, exchange offers, consent solicitations, amendments, and waivers
  • Rule 144A and Regulation S offerings and shelf registrations
  • American Depositary Receipt (ADR) Programs
  • Private equity and mezzanine financing
  • Establishment of, and updates to, global medium-term programs and European medium-term note programs
  • Structured finance and securitization transactions

Corporate Governance

• • Advising corporate boards and committees, including with respect to fiduciary duties in connection with routine and extraordinary transaction matters
  • Compliance with the U.S. Securities and Exchange Commission (SEC) and Exchange Act reporting requirements for both domestic and foreign issuers, including the preparation and filing of annual, quarterly and other periodic reports and shareholder proxy materials
  • Regulatory compliance, including the Sarbanes-Oxley Act of 2002, rules of and reviews by the SEC, Financial Industry Regulatory Authority (FINRA) and the Public Company Accounting Oversight Board (PCAOB)
  • Insider trading policies and procedures
  • Stock repurchase programs
  • All employee related matters including employment agreements, separations and the implementation of equity incentive plans

Mergers, Acquisitions and other Business Combinations

• • Public and private company mergers, acquisitions, divestitures of assets and businesses, spinoffs and corporate restructurings
  • Joint ventures, including between private equity sponsors and owner/operators
  • “Ships for Shares” transactions
  • Master Limited Partnerships (MLPs) and full dividend payout structures
  • Advising boards of directors and their special committees
  • Advising financial advisors

Trading and Markets

• • Trading rules and regulations
  • Regulation M, Regulation SHO, and Section 16
  • Rule 144 and Regulation S resales and the establishment of 10b5-1 plans
  • Shareholder activism and reporting obligations
  • FINRA compliance and applications
  • Blue Sky Laws

Tax

Our tax practice represents almost every type of ship owner and operator from the largest publicly traded companies to privately-held companies with smaller fleets of vessels, from U.S. flag operators to foreign flag operators, from companies that have been in families for generations to newly formed operators seeking to build a business. We work with our clients to structure their affairs to efficiently comply with United States, Marshall Islands and Liberian tax obligations. Our unparalleled industry expertise gives us the insight to advise our clients on the best structure in their specific situation. Specifically, we represent and advise:

• Foreign shipowners and operators on all aspects of U.S. federal and state tax obligations arising from the transport of cargo and passengers to or from U.S. ports
• Foreign shipowners and operators on their eligibility to claim exemption from U.S. federal tax under Section 883 of the U.S. Internal Revenue Code and/or applicable treaties
• Marshall Islands and Liberian shipowners and operators on all tax matters
• Foreign shipowners and operators on how to structure U.S. based operations to minimize or eliminate U.S. federal and state tax
• Pools and pool operators whose vessels trade to the U.S. on how best to structure their operations to minimize or eliminate U.S. federal and state tax
• Ship-owning companies and their shareholders on all U.S. federal tax consequences related to the ownership and operation of vessels through U.S. controlled foreign corporations
• U.S. flag shipowners and operators, inclusive of those participating in the Maritime Security Program, on how to minimize or eliminate U.S. federal and state tax
• U.S. flag shipowners with respect to the availability of the U.S. tonnage tax regime
• Investment funds with respect to their investments in shipping assets

Private Equity

We represent a variety of clients, including shipowners and operators, investment advisers, private equity funds and other institutional and strategic investors, in connection with the formation of private equity funds and other private investment vehicles dedicated to the maritime industry. We assist our clients in all phases of the life cycle of these funds and investment vehicles, including structuring and formation, and the acquisition, maintenance and disposition of their investments. Our attorneys that focus on private equity fund formation have extensive experience involving:

• Structuring PE funds and other investment vehicles
• Regulatory and compliance advice, including advice relating to the Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, Commodity Exchange Act,
• FINRA and other applicable laws
• Representation of private funds and managers in the negotiation of complex side letters and other agreements with investors, as well as structuring and formation of “fund of one” and other bespoke arrangements for institutional investors
• Review and negotiation of counterparty documents
• ERISA plan asset structuring advice
• Management company structuring and planning

The attorneys who focus on the transactions undertaken by these funds and other investment vehicles have significant experience in negotiating, documenting and executing a variety of transactions in the maritime industry, including:

• Mergers and acquisitions & joint ventures
• Leveraged buyouts
• IPOs
• PIPE transactions
• Debt and other financing arrangements
• Seed capital and strategic investor arrangements

Litigation

Our litigators provide participants in the shipping industry with solid, practical advice in every aspect of the industry, from traditional maritime disputes to the most sophisticated securities actions involving shipping companies. We routinely resolve disputes on behalf of our clients, but have no fear of taking matters to trial and are comfortable appearing before judges, juries and arbitrators. We represent and advise shipping ventures, their lenders and insurers, as well as holders and issuers of debt and equity in shipping enterprises in:

• Securities and regulatory actions against shipping companies
• Regulatory and internal investigations
• Commercial disputes
• Insurance coverage disputes
• Arbitrations and mediations
• Shipping and trade derivatives claims
• Environmental matters
• Piracy
• Trade Sanctions, OFAC matters and corrupt practices
• Traditional maritime disputes

For more information on the Firm’s Shipping Litigation Practice, please click here.

Commercial Shipping

We work closely with some of the world’s leading shipping companies and other stakeholders in connection with their day-to-day activities to efficiently run their operations. Some of our attorneys have had prior work experiences at vessel registries and shipping companies, and we regularly provide assistance with:

• Corporate governance
• Vessel construction contracts and purchase and sale contracts
• Charterparties and lease agreements
• Vessel registrations in the United States and open registries
• Technical and commercial management agreements
• Formation documents for vessel pools
• Bunkers supply and storage agreements

U.S. Flag

Our attorneys have held leadership positions with various industry groups advising on developments in U.S. maritime law, including the Maritime Law Association of the United States. We represent and advise shipowners, equityholders, shipyards and financial institutions in connection with:

• Financing of U.S. flag vessels, including the use of the Maritime Administration Title XI Loan Guarantee
• Vessel lease financing and non-citizen lease financing for Jones Act vessels under 46 U.S.C. § 12119
• U.S. Coast Guard, Maritime Administration and other agency rulemaking, administrative proceedings and proceedings before the Office of Legal Counsel
• Compliance with U.S. domestic trade Jones Act requirements under 46 U.S.C. § 12112 (coastwise trade), 46 U.S.C. § 50501, and 46 U.S.C. § 12118 (manufacturing and minerals companies), including advising companies and shareholders (or potential shareholders) on the U.S. citizenship requirements of the Jones Act
• Compliance with U.S. Vessel documentation and transfer requirements under applicable federal statutes and regulations
• Participation in the Maritime Security Program, including obtaining the necessary approvals from the Maritime Administration
• Advising Jones companies in respect of their compliance with U.S. citizenship requirements

Marshall Islands Law Practice

We have one of the largest Marshall Islands law practices in the world, having four attorneys admitted to the bar and regularly representing prominent shipping companies all over the world having interests in the Marshalls. We offer a suite of legal services for clients with a particular focus on:

•  Maritime, including vessel and mortgage registrations
• Corporate, including formation of legal entities and corporate governance advice
• Joint venture
• Litigation
• Tax
• Legal opinion

Aviation Finance

We also advise owners, operators, lessors and financiers of commercial and corporate aircraft in the acquisition, leasing and financing of aviation assets, as well as the implementation of ownership structures and the procurement of related insurance. We have a long history of involvement in the commercial aviation industry and our partners include leaders in this industry. Our experience includes:

• Representation of Financiers, Manufacturers of Commercial Aircraft and Commercial Airlines in the Negotiation of Aircraft Purchase Agreements and Innovative Manufacturer Supported Acquisition Financing
• Cross Border Finance Arrangements and Securitization Structures for Commercial Aircraft
• Used Aircraft Market Transactions
• Aircraft, Financing and Management Arrangements relating to Commercial Aircraft (including Direct Ownership and Fraction Interests)
• Representation of Secondary Market Investors Acquiring Interests in Aircraft Financing Transactions

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