Global law firm White & Case LLP has advised United Arab Shipping Company Limited (UASC) and its major shareholders Qatar Investment Authority (QIA) and the Public Investment Fund of Saudi Arabia (PIF) on UASC's merger with Hapag-Lloyd AG, a listed company headquartered in Hamburg, Germany.
The merger creates the world's fifth biggest liner shipping company. The transaction was completed on May 24, 2017 after intensive negotiations with financing and refinancing lenders and after obtaining antitrust and foreign investment approvals.
The combined company, Hapag-Lloyd AG, has a fleet of 230 vessels and a shared fleet capacity of approximately 1.6 million TEU. It remains a listed company in Germany. As a result of the transaction, QIA and PIF have become substantial investors in Hapag-Lloyd AG, holding approximately 14.4 percent and 10.1 percent shareholdings respectively.
"We advised UASC and its major shareholders QIA and PIF on this strategically important and highly challenging transaction," said Frankfurt-based White & Case partner Roger Kiem. "White & Case's deep knowledge and expertise across German, DIFC, New York and English law enabled us to operate seamlessly and to navigate our clients through the complexity of the deal involving a number of M&A and finance market 'firsts'."
New York-based partner Chris Frampton said: "UASC's existing debt financings presented a complex capital structure that required amendments and restatements of approximately 35 separate facilities and a significant new refinancing facility. The negotiation process for the merger, including agreeing terms that fit comfortably within Hapag-Lloyd AG's overall debt financing practices, was both challenging and complicated, and the seamless cooperation between our New York, London, Tokyo, Seoul and Dubai offices, including with the finance team and counsel at Hapag-Lloyd AG, was an essential element in bringing the process to a successful conclusion."
Dubai-based partner Michiel Visser said: "This is one of the largest ever inbound M&A deals involving the Gulf region. The successful closing of the transaction required innovative deal structures in the DIFC."
The White & Case M&A team was co-led by partners Roger Kiem (Frankfurt) and Michiel Visser (Doha/Dubai), and the White & Case finance team was co-led by partners Christopher Frampton (New York) and Alison Weal (London). They were supported by an international team of White & Case lawyers including partners Markus Stephanblome (Frankfurt), Justin Benson, Adrian Beasley (both London), Ji Hong (Seoul), Simon Collins (Tokyo) and Farhad Jalinous (Washington, DC), counsel Nneka Wood (Abu Dhabi), local partners Claire Matheson Kirton (Dubai) and Florian Ziegler (Frankfurt), and associates Jan Ole Eichstädt, Simon Rommelfanger (both Frankfurt), Sonia Abdul-Rahman, Faris Al Amoudi (both Dubai), Andrew Harper, David Wright, James M. Turner, Sam Harding, Zahra Knapper (all London), Daniel Moon, Elijah Gjeltema, Joseph Kalis (all New York), Jeffrey Dressler (Tokyo) and Keith Schomig (Washington, DC), and further lawyers from White & Case offices around the world.
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