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Maritime and Transportation Finance

MARITIME

Seward & Kissel is a worldwide leader in maritime finance law.

Our groundbreaking structured finance and capital markets transactions in the shipping, offshore and logistics arenas have earned us an international reputation for excellence and innovation.  We are often cited as the leading law firm in the shipping sector, and we are both proud and honored by such noteworthy recognition from our industry peers in the United States and around the world.

With offices in New York City and Washington, D.C., we offer convenient access for our clients while maintaining proximity to key financial institutions, shipping companies, legislators, government officials and regulators. Together, our offices offer an experienced, highly skilled, dedicated group of partners, counsel, associates and legal assistants distinguished by their industry experience, responsiveness, efficiency, focus and flexibility.

Banking and Corporate Finance

We represent and advise:

• Banks, equipment lessors and other financial institutions in loan transactions, structured finance transactions, finance leases and operating leases
• Agent banks, syndicate banks and participants in major syndicated loans, revolving credit and letter of credit facilities, both secured and unsecured
• Mezzanine lenders and equity investors in financing transactions
• Banks, rating agencies and other participants in structured finance transactions, including securitization of shipping loan portfolios
• Shipowners in the negotiation of construction contracts, purchase and sale contracts and lease agreements
• Shipowners on registration of vessels in the United States and open registries

Capital Markets

We represent and advise issuers, underwriters and investors in:

• Initial public offerings and stock exchange listings
• Secondary and follow-on offerings, including “shelf” offerings
• Rule 144A offerings, including high-yield debt offerings
• Offshore offerings under Regulation S
• Private equity offerings, including “PIPE” (Private Investment in Public Equity) transactions
• Structured finance and securitization transactions
• Mergers, acquisitions and tender offers

We represent and advise public companies in connection with:

• SEC reporting requirements, including preparation and filing of annual, quarterly and other periodic reports
• Regulatory compliance, including the Sarbanes-Oxley Act of 2002
• Implementation and use of equity incentive plans
• Employee matters and investor relations matters

We represent investors and public company insiders in connection with:

• Resales of restricted securities
• Preparation and filing of beneficial ownership reports with the SEC (Schedule 13D or 13G)
• Preparation and filing of insider trading reports with the SEC (Section 16 “short-swing profits”; Forms 3 and 4)

Tax

We represent and advise:

• Foreign ship-owners 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 ship-owners 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 ship-owners and operators on all matters of their applicable tax laws
• Foreign ship-owners 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 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 or CFCs
• U.S. Flag ship-owners 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 ship-owners with respect to the availability of the U.S. tonnage tax regime for U.S. flag vessels operating in the U.S. foreign trades

Washington Maritime Practice

We represent and advise:

• The construction and financing of U.S. flag vessels, including the use of the Maritime Administration Title XI Loan Guarantee and Capital Construction Fund, tax deferral programs
• Vessel lease financing and non-citizen lease financing for Jones Act vessels under Section 12119 of Title 46 of the United States Code
• U.S. Coast Guard, Maritime Administration and other agency public rulemakings, ruling requests, administrative proceedings and proceedings before the Office of Legal Counsel
• Legislative matters involving relevant Congressional members and staff, and including providing testimony as experts and the drafting of client testimony and legislation
• Compliance with U.S. domestic trade Jones Act requirements under 46 U.S.C. section 12112 (Section 27), 46 U.S.C. §50501 (Section 2), 46 U.S.C. §12118 (manufacturing and minerals companies) and 46 U.S.C. §12119 (leasing companies)

Mergers and Acquisitions

We represent and advise:

• Parties in the formation of joint ventures
• Financial and/or strategic investors on taxable and tax-free acquisitions and dispositions of shipping companies and/or their assets
• Ship-owners on the sale and acquisition of business units
• Investors and management in leveraged or management buyouts
• Private equity funds in shipping, offshore and logistics investments

Litigation

We represent and advise shipping ventures, their lenders and insurers, as well as holders and issuers of debt and equity in shipping enterprises in:

• Workouts, enforcement proceedings, foreclosures, arrests, bankruptcies and all other vessel finance-related litigation worldwide
• Securities actions
• Commercial disputes
• Insurance coverage disputes
• Arbitrations and mediations
• Shipping and trade derivatives claims
• Environmental matters
• Traditional maritime disputes

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