Welcome to the Conyers Global Shipping Digest which is an overview of our significant advice mandates in the global shipping M&A, capital markets and financing sectors over the course of the past twelve months.
Throughout this period, the global economy has faced ongoing challenges, including shifting market dynamics and geopolitical tensions disrupting supply chains and affecting the productivity of global shipping fleets. Despite these challenges, the firm's global shipping practice has thrived, experiencing record transactional deal flow across our core Bermuda, Cayman and BVI offerings. We have advised on numerous high-value financing and M&A transactions – including several with a deal size of over US$1 billion. The deals highlighted in this digest showcase our shipping clients' effective utilisation of our core jurisdictions for significant international ship finance and capital markets transactions. Leading companies such as Seadrill Limited, Carnival Corporation and Frontline pls have negotiated complex financings via our respective jurisdictions' facilitating platforms.
As we continue into this year, the shipping industry is focused on advancing the energy transition, improving operational efficiencies, and pursuing strategic acquisitions to capture market share. The deals outlined in this digest reflect the current trends and developments shaping the shipping landscape. Gaslog Ltd.'s sustainability-linked refinancing of a US$2.8 billion loan is an example of the focus on energy transition and initiatives toward climate objectives as this transaction is tied to decarbonisation and social key performance targets. Another notable transaction was Viking Holdings Ltd.'s initial public offering on the New York Stock Exchange, marking a significant milestone for the Bermuda-incorporated cruise operator which is currently the largest US stock market debut of 2024.
We have been fortunate to have advised on many noteworthy transactions in 2023, and to have been recognised by Marine Money with six awards in their Ship Finance "Deal of the Year" Awards, further evidencing our position as market-leading global ship finance experts and trusted advisors in the sector.
Recent Transactions
Provided Bermuda and BVI law advice to Ventura Offshore in
connection with its admission to trading on Euronext Growth Oslo,
the acquisition of all outstanding shares in Universal Energy
Resources Inc. (a BVI company), the completion of a private
placement of shares of Ventura Offshore raising proceeds of US$170
million and the issuance of senior secured bonds totalling US$130
million by Ventura Offshore Midco Ltd. (June 2024)
Bermuda: Director Guy Cooper, Senior Associate Andrew Barnes and
Associate Sophia Collis; BVI: Director Anton Goldstein and
Associate Nina Goodman
Advised Neptune Maritime Leasing Limited on the sale and
leaseback transaction between NML Bulk Colombia LLC as lessor and
Bulk Colombia Shipping Ltd as lessee in respect of a Supramax dry
bulk carrier registered under the laws and flag of the Republic of
Liberia. (January 2024)
BVI: Partner Rachael Pape, Associate Nina Goodman
Advised OSM Maritime on the Bermuda and BVI law aspects of the
combination of the businesses of OSM Maritime Group and the Thome
Group. The combined company, OSM Thome, will manage a fleet of more
than 1,000 ships. (January 2024)
Bermuda: Director Guy Cooper, Associate Nicole Yearwood; BVI:
Partner Robert Briant, Associate Christopher Smith
Advised Industrial and Commercial Bank of China, London Branch
as mandated lead arranger in relation to a term loan facility with
Glory Polaris Limited (Marsall Islands) as borrower. The credit
facility is secured by, inter alia, share charges over the shares
of the borrower and 14 Marshall Islands vessel owning subsidiaries
of BVI holding company China Aviation International Holding Co.,
Ltd. (November 2023)
BVI: Partner Rachael Pape
Advised Frontline pls in connection with its US$1.4 billion loan
facility to finance the purchase of 24 very large crude carriers
(VLCC) from Euronav as part of a settlement between Frontline,
Euronav and CMB NV. The deal increases Frontline's fleet from
65 to 89 vessels, making the company the largest pure-play tanker
owner in the public domain measured by dwt. (November 2023)
Bermuda: Director Guy Cooper
Advised Saipem S.p.A. in relation to its acquisition of certain
oil rig assets from Sea Lion Seven Limited. (November 2023)
BVI: Partner Rachael Pape
Advised SeaCube Container Leasing Ltd. in connection with the
sale by Ontario Teachers' Pension Plan Board (OTPP) of a stake
in SeaCube to Wren House Infrastructure Management (Wren House),
the London-based infrastructure subsidiary of the Kuwait Investment
Authority (KIA). Under the terms of the deal, OTPP and Wren House
will operate under a co-control structure of the container leasing
company. SeaCube is one of the largest operating lessors of
intermodal containers in the world. (November 2023)
Bermuda: Director Jason Piney, Director Robert Alexander
Advised GasLog Ltd. on a sustainability-linked refinancing
consisting of a US$2.8 billion loan with 14 banks secured by 23 LNG
carriers. The loan is linked to decarbonisation and social key
performance targets, and includes two one-year extension options.
This is understood to be the largest ever debt financing recorded
in the global shipping space. (November 2023)
Bermuda: Director Victor Richards, Associate Jacari
Brimmer-Landy
Advised Carnival Corporation in connection with a debt
refinancing transaction resulting in approximately US$1.8 billion
of proceeds to the company. The refinancing transaction consisted
of a private offering of US$500 million aggregate principal amount
of 7.00% senior secured notes due 2029 and an upsized US$1.3
billion secured first lien term loan B facility maturing in 2027.
The proceeds of the transaction were used to repay a portion of
Carnival's existing first-priority senior secured term loan
facility maturing in 2025. Additionally, in connection with the
transactions, Carnival is redeeming US$1.2 billion of second-lien
debt using cash on hand. (August 2023)
Bermuda: Director Victor Richards, Senior Associate Alexis
Haynes
Advised Oslo-listed Odfjell Drilling on its refinancing
including an amended and extended US$197 million secured credit
facility, a US$300 million secured bank facility from existing and
new commercial banks, and a US$125 million term loan tranche. (July
2023)
Bermuda: Director Guy Cooper
Provided Bermuda law advice to Viking Cruises Ltd in connection
with its offering of US$720 million aggregate principal amount of
9.125% unsecured senior notes due 2031. Viking intends to use the
net proceeds from the notes, together with cash on hand, to fund
the planned redemption of Viking's 13.000% senior secured notes
due 2025, and the planned satisfaction and discharge of that
indenture and related fees and expenses. (June 2023)
Bermuda: Director Jason Piney, Senior Associate Andrew Barnes;
London: Associate Kathleen McBeath
Assisted Lindblad Expeditions Holdings, LLC in connection with
Cayman Islands law aspects of its issue of US$275 million 9.00%
Senior Secured Notes due 2028. Lindblad used a portion of the net
proceeds from the offering to prepay in full all outstanding
borrowings under its existing Export Credit Facilities on the
closing date. The remaining net proceeds will be used to fund the
costs of the offering and for working capital and general corporate
purposes, which may include strategic growth initiatives. (May
2023)
Cayman Islands: Partner Matthew Stocker; London: Partner Barnabas
Finnigan
Advised Seadrill Limited on the Bermuda law aspects of its
acquisition of Aquadrill LLC, formerly known as Seadrill Partners,
which was effected by way of a Marshall Islands reverse triangular
merger, and resulted in Aquadrill becoming a wholly owned
subsidiary of Seadrill. As part of the transaction, Seadrill issued
an aggregate of approximately 29 million common shares to former
Aquadrill unitholders and equity award holders as merger
consideration. Pursuant to a registration rights agreement with
certain Aquadrill unitholders, customary demand and piggyback
registration rights were granted in relation to such shares. (April
2023)
Bermuda: Director Jennifer Panchaud, Associate Sophia Collis, Assoc
iate Lauren Pereira; London: Partner Barnabas Finnigan, Counsel
Karoline Tauschke, Associate George Nassif
Advised Nordic Trustee AS in connection with Borr Drilling's
offerings and placement of US$150 million senior secured 1st lien
bonds and US$250 million senior unsecured convertible bonds.
(February 2023)
Bermuda: Director Marcello Ausenda, Senior Associate Alexis
Haynes
Conyers Advises Viking Holdings Ltd on its IPO on NYSE
Conyers advised Viking Holdings Ltd, a Bermuda incorporated company, ("Viking") on its highly anticipated initial public offering ("IPO") on the New York Stock Exchange ("NYSE"). With US$1.77 billion of shares sold to the market, the offering is the biggest US stock market debut of 2024.
Viking's shares commenced trading on the NYSE on Wednesday, 1 May 2024 under the symbol "VIK".
Viking was founded in 1997 and provides destination focused journeys on rivers, oceans and lakes around the world.
Conyers provided comprehensive legal advice and guidance throughout the IPO process, ensuring compliance with Bermuda corporate regulatory requirements. Viking's debut on the NYSE reflects investor confidence in the company's growth prospects and market positioning.
"It is a privilege to have supported Viking. This IPO represents the culmination of our longstanding partnership and exemplifies Conyers' commitment to delivering exceptional legal services to our clients."
Jason Piney
Director, Bermuda
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