Maritime - Transactions & Finance

Overview

“A great group for vessel financing, and its lawyers are easy to get along with. When you see Blank Rome on the other side you know that the deal is going to run smoothly…They are absolutely great and are fully responsive 24 hours a day.”
— Client feedback, Chambers USA

The construction, financing, ownership and operation of vessels present commercial and legal issues that are unique to the maritime industry. For over 30 years, the maritime transactions and finance lawyers at Blank Rome have been addressing those issues. During that time, we have lived through the boom and bust market cycles and seen the issues and opportunities that arise in each of those cycles.   

We have the experience and knowledge to handle these matters efficiently and effectively. Our experience is broad and includes setting up companies to own and operate vessels, drafting ship construction contracts, handling vessel charters and management agreements, structuring vessel lease and mortgage financings, advising on equity investments in shipping companies (including in Jones Act companies), structuring vessel project finance transactions, advising on U.S. Coast Guard and Maritime Administration regulatory requirements, advising on liability exposure and insurance, and assisting with maritime bankruptcies and restructurings. 

Our clients touch all aspects of the maritime industry. We represent shipyards, shipowners, vessel operators and managers, cargo interests, commercial and investment banks, alternative lenders and private equity funds in transactions of all types. We have done work in all the major sectors of the industry, including tankers, dry bulk, container, offshore, inland rivers and lakes, and cruise, as well as some more unique pockets of the industry such as offshore wind farms.  

We frequently act as special maritime counsel in large bankruptcy matters where primary counsel to the debtor or a large creditor group lacks maritime expertise.  

We also provide focused advice and legal opinions addressing issues under the laws of the Marshall Islands and Liberia, which are two of the largest open vessel registries in the world. We have experience with all other major vessel registries, including Panama, the Bahamas, the Cayman Islands, Cyprus and Vanuatu.

Although our experience in vessel finance encompasses both U.S. and foreign law transactions, we have extensive knowledge and experience with U.S.-flag vessels operating in the U.S. domestic trade, also known as the Jones Act trade or the coastwise trade. In that specific niche of the larger maritime industry, we have helped structure foreign investment in Jones Act vessels through the lease finance law and through equity investments, assisted publicly traded companies in proving their U.S. citizenship under the Jones Act, represented borrowers and bond underwriters in Title XI U.S. Government guaranteed financing transactions, and assisted debtors and creditors in bankruptcies and restructurings of Jones Act companies where there is a debt-for-equity swap.

Our firm’s maritime practice is unique in that we are able to bring in colleagues from our maritime regulatory compliance, litigation, legislative and white collar sub-groups or from our firm’s other practice groups to create a team that is customized for the client’s needs for particular transactions or other matters.  

In short, we are finance and transaction lawyers that focus on the unique needs of the maritime industry and have been doing so for over 30 years.

How We Can Help

  • bareboat, time and voyage charters
  • bills of lading
  • Bowaters corporations
  • contracts of affreightment
  • commercial loans
  • company formation and governance
  • private debt and equity placements
  • Maritime Administration matters
  • Capital Construction Funds
  • Construction Reserve Funds
  • Maritime Security Program
    • Title XI financings
    • foreign transfer approvals
    • U.S. government program grants    
    • joint ventures
    • Jones Act citizenship issues
  • labor agreements
  • lease financings for vessels
  • maritime bankruptcies and restructurings
  • mergers and acquisitions
  • public offerings and SEC compliance
  • ship construction contracts
  • ship mortgage loan financing
  • ship purchase and sale agreements
  • tax issues
  • U.S. and international financings
  • U.S. Coast Guard regulatory matters
  • vessel operating and management agreements 
  • vessel project financing transactions
  • vessel registration matters

What Sets Us Apart 

  • With nearly 40 shipping lawyers in New York, Washington, D.C., Houston, and Philadelphia, Blank Rome has the largest and most comprehensive maritime practice in the United States. 
  • 2013–2017 Chambers USA: ranked Blank Rome Band 1 for Transportation: Shipping/Maritime: Litigation (New York) – Nationwide and Transportation: Shipping/Maritime: Regulatory. 
    • “It fields one of the most highly regarded regulatory teams in the USA alongside stellar litigation and transactional practices, and is also home to one of the premier governmental affairs groups…The firm has excellent resources to handle large, complex cases with serious consequences.”
    • “The firm has a fantastic reputation in the international shipping community.” (Chambers Global)
    • “Clients praise ‘the lawyers’ willingness to assist quickly and proffer reliable off-the-cuff advice.’” (Chambers Asia)
  • The Legal 500 United States 2017 ranked Blank Rome Tier 1 in Transport: Shipping.
  • Recipient of the Lloyd’s List North American Maritime Legal Services Award 2015 and 2016.
  • 2013 U.S. News & World Report—Best Lawyers (Woodward/White, Inc.): designated “Law Firm of the Year” for Maritime & Admiralty Law.
  • Several of our maritime attorneys lecture at the Massachusetts Maritime Academy’s OPA 90 Qualified Individual Training Program on legal issues related to pollution incidents, and are often asked to serve as arbitrators and expert witnesses in foreign litigation and courts on issues of U.S. maritime law. 
  • Our attorneys include former U.S. Coast Guard and Navy officers, representatives and senior staff from Congressional committees, and high-level officials of government agencies, including the Department of Justice, Maritime Administration, U.S. Securities and Exchange Commission, and the National Oceanic and Atmospheric Administration.
  • Among our attorneys, we have a professor of maritime law at the New York University School of Law, an adjunct professor at Drexel University’s School of Law teaching admiralty law, and an adjunct professor at the Stevens Institute of Technology where she teaches Information Security & Law. Additionally we have several authors and editors of leading maritime treatises and textbooks, including Time Charters, Voyage Charters, The International Law of the Shipmaster, Maritime Security Handbook, the chapter “Maritime Cyber Security: The Unavoidable Wave of Change,” in Issues in Maritime Cyber Security and the Benedict on Admiralty volume relating to salvage.

Experience

Below are some of our recent transactions that are representative our engagements.

  • Counsel to leasing company in the acquisition and chartering out of a newbuild articulated tug-barge unit for operation in the Jones Act trade under the Lease Finance Law 
  • Special maritime counsel to publicly traded owner and operator of offshore service vessels, including Jones Act vessels, in pre-packaged bankruptcy 
  • Special maritime counsel to ad hoc bondholder group in pre-packaged bankruptcy of large publicly traded owner and operator of offshore service vessels, including Jones Act vessels 
  • Counsel to leasing company in separate $150 million and $300 million vessel-secured credit facilities to refinance existing debt on 10 Jones Act product tankers 
  • Special maritime and Marshall Islands counsel to a private equity firm in the formation of a $900 million fund using Marshall Islands entities to invest in shipping assets
  • Maritime counsel to U.S. shipyard sponsor with respect to the formation a Norwegian OTC-listed parent company and its U.S. subsidiary, which entered into and later sold four shipbuilding contracts for the construction of Jones Act-qualified product tankers 
  • Counsel to publicly traded expedition cruise vessel owner and operator in negotiation of shipbuilding contract for construction of two expedition cruise vessels 
  • Counsel to alternative lender in $360 million vessel-secured credit facility to fund construction and acquisition of six Singapore-flag LPG tankers built in South Korea 
  • Counsel to investment bank with respect to $317.5 million in Title XI U.S. government guaranteed bonds issued by shipowner for two newbuild Jones Act containerships 
  • Maritime counsel to publicly traded company with respect to the construction of three newbuild Jones Act product tankers and the $150 million investment by an equity fund in a joint venture to own them and other existing tankers.  
  • Counsel to U.S. shipyard with respect to multiple revolving credit facilities totaling $530 million to finance the construction of 19 product tankers 
  • Maritime counsel to publicly traded Jones Act company in a $610 million transaction resulting in the sale of its Hawaii business to a competitor and its subsequent merger into another competitor 
  • Marshall Islands counsel to lender bank group with respect to $462 million credit facilities secured by first preferred ship mortgage on Marshall Islands-flag vessel.
  • Counsel to U.S. shipyard with respect to a joint venture to construct, own and operate four Jones Act product tankers and the subsequent $150 million sale of the shipyard’s interest in the joint venture 
  • Maritime counsel to Jones Act owner and operator of product tankers in a $962 million equity sale to a subsidiary of a U.S. energy infrastructure company 
  • U.S. and Marshall Islands counsel to a private equity firm with respect to the formation of a Marshall Islands company to own and operate dry bulk carriers and its $75 million private placement in Oslo and listing on Norway's OTC and its $25 million follow-on private placement 
  • Counsel to underwriter with respect to the issuance of common stock and warrants by a Marshall Islands company that operates tankers 
  • Counsel to private equity fund in $95 million second lien credit facility advanced to Jones Act vessel owner and operator 
  • Liberian counsel to lender bank group with respect to $1.7 billion credit facility to a British Virgin Islands company guaranteed by its subsidiaries and secured by first preferred ship mortgages on five Liberian-flag vessels 
  • Marshall Islands counsel to a publicly traded Luxembourg company that owns and operates offshore support vessels with respect to the issuance by its Marshall Islands subsidiaries of a guarantee of $375 million in senior notes issued by the parent 
  • Counsel to Canadian energy company with respect to multi-year contracts of affreightment for carriage of refined petroleum products and the import/export carriage of hydrocracker bottoms (HCB) and specialty oils cargoes 

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