Maritime Transactions

As maritime transactions become increasingly varied and complex, maritime transactional attorneys who fully understand the industry – and the related business, technical, financial, tax, regulatory and environmental issues – are vital. Holland & Knight's Maritime Transactions Team includes members with extensive ship finance, tax, corporate, litigation, regulatory and bankruptcy experience. We concentrate our practice on business-critical maritime, offshore and cruise industry transactions. Our team is dedicated to delivering unsurpassed representation to our clients.

Committed to International Excellence

Our Maritime Transactions Team has been ranked in the area of shipping finance by national and international publications such as The Legal 500 United States, Chambers (Global and USA), U.S. News – Best Lawyers® and Who's Who Legal.

The 2022 U.S. News – Best Lawyers "Best Law Firms" guide recognized Holland & Knight as "Law Firm of the Year" in Admiralty & Maritime Law and the practice ranked first tier locally in New York, San Francisco and Washington, D.C. Our Transportation Law practice placed in the first tier nationally, as well as locally in Miami, New York and San Francisco. Our Equipment Finance Law practice was also recognized nationally in the first tier and locally in New York and San Francisco.

In its 2021 guide, Chambers USA notes the firm's Ship Finance Team is a "highly regarded practice working in a range of shipping finance areas, including offshore energy financing, shipping group restructuring and foreign flag matters. Also has expertise in tax rules and private equity transactions, among other matters. Stands out for its experience in the Gulf of Mexico energy market, with significant experience in tax restructuring involving Liberia and the Marshall Islands."

The 2021 Chambers Global guide (Shipping: Finance) states that Jovi Tenev is a "highly respected" figure.

In its 2021 guide, The Legal 500 United States (Transport: Shipping – Finance) notes that the Maritime Transactions Team "is increasingly acting for non-traditional sources of ship financing, including governmental finance support entities and underwriters, in capital markets and private equity transactions. The practice also has extensive experience in shipping group restructurings, workouts and Chapter 11 insolvencies."

A Multidisciplinary Team Dedicated to Your Success

Holland & Knight's Maritime Transactions Team lawyers have extensive experience in a wide scope of transactional work relating to shipping and the maritime industry worldwide, including:

• ship finance loan and lease transactions, especially involving U.S., Liberian, Marshall Islands and Vanuatu laws
• shipping industry taxation issues
• capital markets transactions in the shipping and offshore industries
• maritime bankruptcies, foreclosures and work-outs
• maritime commercial disputes, charter parties and insurance
• oil pollution and other maritime environmental issues, including ship recycling
• Jones Act, FMC, OFAC, MARAD and Homeland Security/Coast Guard
• maritime and trade regulations

Complementing this industry knowledge, our team also includes corporate lawyers who regularly execute all types of maritime industry business transactions, including public and private company mergers and acquisitions, public and private equity and debt offerings, proxy contests, joint ventures and formation of private investment vehicles.

U.S. Coverage and International Reach

Our lawyers are located on all U.S. coasts – East, Gulf and West – as well as in Mexico City and Bogotá. Our Mexico City attorneys provide extensive advice on ship mortgages and other vessel financing structures relating to the Mexican energy industry, Gulf of Mexico and Mexican flag vessels.

We have team members in Washington, D.C., who are very active advising on U.S. Office of Foreign Assets Control (OFAC) issues. In addition to OFAC, team members actively represent client interests in connection with U.S. Department of Homeland Security and Coast Guard, Customs, Federal Maritime Commission and Maritime Administration regulations and legislation. We have extensive experience with U.S. government programs, including Title XI, Capital Construction Funds and VISA.

Recent Highlights

Representation of Eletson Holdings

Our team members represented Eletson Holdings in its $300 million First Preferred Ship Mortgage Notes due 2022. This transaction was named 2013 Public Debt "Deal of the Year" by Marine Money. Lawyers on the team also represented Eletson Holdings in the formation of a new joint venture with funds managed by Blackstone Tactical Opportunities to create Eletson Gas, a $700 million liquefied petroleum gas (LPG)/liquefied ethylene (LEG) shipping company – one of the world's largest LPG/LEG fleets. The fleet is operated and managed by Eletson Holdings subsidiaries.

Drillship Financing

We represented the structuring banks, the administrative agent, the commercial lenders and the ECA lenders on the senior secured facility of up to $1 billion for the financing of two dynamically positioned deepwater drillships owned by the members of the Pacific Drilling Group.

Fleet Acquisition Financing

Our team represented Nordea Bank Finland plc (New York Branch) as administrative agent, and the lenders, in the structuring and documentation of a $719 million secured loan facility. The borrower is DSS Vessel II LLC, a member of the Diamond S group. Proceeds of the loan were used to finance the purchase by the borrower of 30 Liberian and Panamanian SPE corporations, each of which owns a Hong Kong flag product tanker.

Financing of Tanker Newbuilds

Members of our team represented DNB Bank ASA as facility agent, and the lending group, in a $355 million senior secured credit facility in which the borrower is DSS Vessel LLC, a member of the Diamond S Group. The proceeds of the facility were used to finance the construction of 10 tanker newbuilds at shipyards in Korea. The newbuilds were registered under the Marshall Islands flag.

Title XI Bonds

We represented Citigroup Global Markets as underwriter in connection with the issuance by an affiliate of Crowley Maritime Corporation of $116 million ship financing bonds secured by the full faith and credit guarantee of the United States under Title XI of the Merchant Marine Act, 1936, as amended, which is administered by the U.S. Maritime Administration.

Loan Restructurings and Chapter 11

We represented the secured lending group in the Chapter 11 bankruptcy proceeding in the Southern District of New York of Excel Maritime Carriers Ltd. out of which Excel emerged in February 2014. We are currently representing syndicate lenders as special maritime counsel in the ongoing Chapter 11 of Overseas Shipholding Group. Our team also advised a number of bank loan syndicates on U.S., Marshall Islands and Liberian law issues in connection with the restructuring of Danaos Corp., a New York Stock Exchange-listed container ship fleet owner. For more information, see our Maritime Bankruptcies, Foreclosures and Workouts practice.

Secured High-Yield Offering

Members of our team acted as maritime counsel to the underwriters in connection with an initial and two follow-on secured 144A note offerings aggregating $2 billion by a subsidiary of Vantage Drilling Company to finance its drillship fleet.

OFAC Advice

Our team represented a non-U.S. bank mortgagee of three container vessels who sought to foreclose its mortgages and have the vessels sold at a public admiralty auction in the Far East. The vessels were beneficially owned by Iranian interests and were blacklisted on the U.S. Specially Designated Nationals (SDN) list. The blacklisting could have had a drastic negative effect on the ships' auction value. We obtained a face-to-face meeting with the U.S. Office of Foreign Assets Control (OFAC) and an OFAC license for the auction that spelled out a clear delisting procedure for a purchaser.

Other Representative Matters

Corporate Maritime Transactions

• Advising a Nordic government export credit agency and its finance subsidiary in a 400 million euro loan for four vessels for Arctic use under construction by a shipyard in the European Union with a Specially Designated National (SDN) shareholder, including coordinating with senior U.S. government officials regarding sanctions enforcement and policy responsibility
• Serving as U.S. and Marshall Islands counsel in connection with the tax efficient structuring and offering of a Marshall Islands shipping investment fund
• Representing the purchasers of a 50 percent ownership interest in two new LPG carriers financed by a bank group secured loan to be repaid from revenue provided by time charters of the two vessels for use by a Russian gas producer
• Serving as counsel to Finnvera plc (the Finnish governmental export agency) and its subsidiary Finnish Export Credit Ltd. in connection with post-delivery financing of the world's largest cruise ships, Oasis of the Seas and Allure of the Seas, built in Turku, Finland, for Royal Caribbean Cruises Ltd., where Finnvera provided a 95 percent guarantee of more than $1.1 billion in loan financing for each ship
• Providing counsel to Nordea Bank Finland plc (London Branch) as agent, and the lenders, in the $1.4 billion facility to Excel Maritime Carriers Ltd. in connection with Excel's acquisition of Quintana Maritime Ltd. and subsequently in connection with restructuring of and amendments to the facility
• Serving as counsel to Kistefos AS in its insurgent proxy contest relating to the U.S. Jones Act shipowner/operator Trico Marine Services, Inc.
• Providing counsel to a U.S.-based equity fund in connection with setting up a shipping joint venture with a non-U.S.-based shipowner/operator
• Advising international banks and trading houses in connection with Marshall Islands and Liberian corporate and tax matters and swaps and other derivatives transactions
• Advising non-U.S. entities in connection with the purchase and sale of shares of stock exchange-listed U.S. Jones Act shipowners
• Providing counsel to Incat Group in connection with the sale of its U.S. subsidiary, Incat USA, Inc., to Swift LLC
• Serving as counsel to a non-U.S.-based shipowner in connection with its establishment of a joint venture with a U.S.-based shipowner for a roll-on/roll-off (Ro-Ro) vessel transferred to a U.S. flag
• Advising a U.S. financial institution of risks and structural mitigation regarding joint ventures and corporate investments in shipowners/operators
• Advising a bidder on the purchase of a high-end leisure cruise entity, including U.S. Jones Act advice
• Advising an international shipowner in connection with its ownership structure to reflect the succession of the business to the second generation of owners
• Acting as special maritime counsel to K-Sea Transportation Partners L.P. in its initial New York Stock Exchange public offering and follow-on equity offerings
• Acting as special maritime counsel to U.S. Shipping Partners L.P. in its initial public offering
• Serving as counsel to Carnival Cruise Lines in connection with its unsecured credit line
• Acting as special global maritime counsel to Mobil in its merger with Exxon, which resulted in the formation of ExxonMobil
• Acting as special maritime and aviation counsel to Citicorp/Citibank in its merger with Travelers, which resulted in the formation of Citigroup

Maritime Port Development, Financing and Privatization Transactions

• Advising clients on contracting, development, construction financing and leasing for several cruise terminals
• Representing a cruise line in its financing of a major cruise ship repair and drydock facility in Grand Bahama, the largest of its kind in the Western Hemisphere at that time
• Representing multiple clients on marine terminal acquisitions and sales, including a facility in New York City, a cement terminal in South Carolina and several facilities in Latin America
• Representing a party in connection with financing for a port privatization development in Cape Verde
• Representing an international financial institution in developing its port privatization "toolkit" documents
• Advising UPS on ocean transportation operational matters
• Advising clients on security issues and compliance with C-TPAT and related security compliance matters
• Representing clients in cruise port and terminal facilities development or acquisitions, including the Scandinavian World Cruises/SeaEscape terminals in New York City, Port Canaveral and Miami; and cruise line and ferry terminals in New Jersey, Texas, California, Alaska and Tianjin, China

Loans

• Serving as maritime and Marshall Islands counsel to a Brazilian-based shipowner/operator of two drillships built in Korea for use in offshore Brazil
• Advising an international bank in connection with its issuance of letters of credit to support Naira-denominated bonds payable to the government of Nigeria to secure Nigerian customs obligations of drilling rig owners performing drilling contract work for oil majors in Nigerian waters
• Providing U.S. and Marshall Islands counsel to lenders regarding a $253 million bank syndicate loan to Genco Shipping & Trading Limited to finance 13 vessels registered under the Marshall Islands flag
• Providing counsel to K-Sea Transportation Partners L.P. in connection with its secured revolving credit agreement and numerous specific tug and barge financings and construction contracts
• Serving as maritime counsel to the lenders in connection with the main loan facility of a U.S. Jones Act container shipowner
• Advising Nordea Bank Finland plc as agent in connection with U.S. maritime jurisdiction and outer continental shelf (OCS) issues regarding a Seadrill Ltd. $1.5 billion secured financing
• Providing counsel to a U.S.-based hedge fund in connection with the financing of deepwater drilling rigs
• Serving as maritime counsel to the lenders in connection with loans to a hedge fund, the proceeds of which were used to acquire a cruise company
• Serving as Marshall Islands counsel to ExxonMobil in the restructuring of financings involving six Marshall Islands flag tankers
• Providing counsel to Citibank (lead bank) in secured financing and bond issues in the offshore supply industry and offshore drilling industry (Pride, TODCO, McDermott)
• Providing counsel to the lenders in connection with the financing of U.S. Jones Act barges used for electrical power generation in New York City
• Representing Nordea Bank Finland plc (lead bank) in secured financings in the refrigerated cargo industry (Chiquita and Del Monte) and in connection with various LNG and tanker financings
• Representing financial institutions or other lenders in connection with numerous loans secured by ship mortgages and related security on U.S., Mexican, Liberian, Marshall Islands and Vanuatu flag vessels

Leases

• Acting as counsel to a U.S. financial lessor in the acquisition of three Capesize Marshall Islands flag vessels, each under a bareboat charter, structured as a synthetic lease to an international grain trading company
• Representing a U.S. financial institution as lessor in connection with the lease financing of two newbuild bulk carriers to be bareboat-chartered to an international company
• Representing a financial institution as "foreign lessor" in the U.S. Jones Act financing of a fleet of barge newbuilds
• Serving as special U.S. Jones Act and maritime counsel to a non-U.S.-based transportation company in connection with long-term time charters of Great Lakes vessels
• Serving as special maritime counsel to the acquirer of a scrap metals business involving the sale and leaseback of U.S. Jones Act assets
• Providing counsel to lessors and lessees in connection with financing transactions under U.S. Jones Act vessel lease financing laws and regulations
• Providing counsel to the equity investors (U.S. financing companies) in lease financing of a Panamanian flag FPSO bareboat chartered to Petrobras and used in Brazilian waters
• Providing counsel to the non-U.S. citizen time charterer in the financing and chartering of U.S. Jones Act tugboats with specialized firefighting equipment

Bowater Entities, Title XI and Capital Construction Funds

• Serving as special maritime counsel to Bowater entities on vessel financing purchase-sale transactions, chartering and utilization activities
• Providing counsel to Citigroup Global Markets, Inc. as underwriter in connection with several issuances aggregating more than $350 million of Title XI guaranteed ship financing bonds issued at various times by affiliates of Crowley Maritime Corporation
• Providing counsel to the borrower, K-Sea Transportation Partners and its predecessors, in a $40 million Title XI double-hulled barge financing, as extensively amended and restated in connection with the borrower's initial public offering on the New York Stock Exchange
• Providing counsel to the borrower in the proposed Title XI financing of four vessels built in the U.S. for a Greek shipowner
• Providing counsel on a $25 million shipyard modernization Title XI guaranteed loan for the NASSCO shipyard
• Providing counsel to a Brazilian owner (through a Bahamian company) of U.S.-built, Panamanian-registered large offshore vessels that were financed through Title XI for the Brazilian offshore oil industry
• Serving as special maritime counsel to U.S. and foreign entities in the proposed Title XI financing of support vessels for the U.S. and foreign offshore oil industries
• Providing counsel to various U.S. ship owners in connection with establishing and maintaining capital construction funds (CCFs), a U.S. tax deferral product for income arising from certain U.S. vessel operations and used to modify or construct vessels in U.S. shipyards

Mexico-Based Transactions

• Providing counsel to the lenders (international banks) in a number of Mexican flag tanker and offshore vessel financings in which TMM subsidiaries were the borrowers and structured through a Mexican guarantee trust
• Serving as counsel to the various lenders (international banks) in three separate Mexican flag supply vessel financings that were structured as synthetic leases and that used a Mexican guarantee trust
• Serving as counsel to the lenders (U.S. financing companies) in the financing of a Panamanian flag rig bareboat chartered to a Mexican entity and used in Mexican waters, including advice on Mexican withholding taxes and enforcement of the "hell and high water" charter in Mexico
• Providing counsel to a Danish ship owner in two finance lease agreements covering vessels with a Mexican lessee

Other Relevant Experience

• Advising, as special Liberian and U.S. maritime counsel, the security trustee and ship mortgagee on behalf of bondholders in the enforcement of a $550 million ship mortgage on a Liberian flag FPSO vessel, under arrest on the high seas in the Brazilian Exclusive Economic Zone (EEZ), with the vessel being owned by a Dutch company whose parent group is in bankruptcy proceedings in Brazil and the Netherlands
• Representing a U.S.-based aggregates corporation in negotiating a construction contract for a self-unloading bulk carrier built in Brazil
• Advising a U.S.-based rig owner in its negotiation for U.S. Maritime Administration approval for an upgraded drilling rig to drill in the U.S. Gulf of Mexico
• Advising a U.S. entity on the purchase and transfer of vessels to a non-U.S. flag where the export from the U.S. of toxic substances used during the construction or maintenance of the vessels posed a regulatory obstacle with the U.S. Environmental Protection Agency
• Advising a German entity on corporate structures to mitigate oil pollution risks
• Advising a U.S. financial lessor on U.S. state law regarding oil pollution
• Advising a German bank on Liberian tax law issues and negotiating an official Liberian governmental opinion interpreting several Liberian tax statutes
• Representing a lessee in a lease financing of a deepwater floating oil and natural gas system in Garden Banks Reserve in which concession rights and MARAD registration were involved
• Representing a Norwegian bank as agent in connection with U.S. issues arising out of a secured €1.1 billion loan to a fish farming and processing business
• Negotiating vessel construction contracts internationally and in the U.S.
• Representing owners in numerous construction contracts relating to high-end yachts built in U.S. and non-U.S. jurisdictions, as well as construction financing, advice on yacht registration and use, as well as other legal issues