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Ince & Co advises Premuda subsidiary on €60 million FPSO Joint Venture

Posted on: 19 October 2015

International law firm Ince & Co advised Four Vanguard Serviços E Navegaçao LDA (“FVSN”), a wholly owned subsidiary of publicly listed Italian shipping company Premuda SpA on its joint venture with Yinson Heather Ltd (“YHL”) (a subsidiary of Yinson Holdings Berhad which is a company engaged primarily in the oil and gas sector and listed on Bursa Malaysia). The transaction, which closed on 6 October 2015 sees YHL and FVSN jointly owning the FPSO ‘Four Rainbow’ via the newly incorporated joint venture company, Anteros Rainbow Offshore Pte Ltd (“Anteros Rainbow Offshore”) on a 51:49 equity basis respectively. Anteros Rainbow Offshore is registered in Singapore.

Premuda is a longstanding client of Ince & Co, and has instructed Ince & Co on a range of shipping and FPSO related matters over the years. Whilst it has traditionally been in the business of tanker and bulk carriers, Premuda has been in the FPSO market since 2001. Yinson is a leading provider of FPSOs and related services.

The Four Rainbow is a 1992-built double hull Aframax tanker, which was converted by Premuda into an FPSO in 2003. The purchase price was €60 million, funded by a mixture of cash, shares and a convertible note along with put and call option arrangements linked to the future operation of the FPSO.

Matthew Stratton, Ince & Co’s lead corporate partner on the transaction, commented: “We are naturally very pleased to have been able to help steer this transaction to Closing. International joint ventures in the shipping industry tend to be complex not least because of the number of different jurisdictions which are typically involved. Additional complexity in this transaction arose out of the novel structure of the payment mechanism behind the acquisition by Anteros of the Four Rainbow, including a convertible note. Of course, Closing is just the beginning and we wish the joint venture every success.”

The Ince & Co team included Mona Patel (Senior Associate), Stuart Plotnek (Senior Associate), Marcus Gwyer (Junior Assistant) and Mehmet Achik-El (Trainee).  Ince was assisted on Singapore law matters by its local alliance partner Incisive Law LLC, led by Bill Ricquier (director), Nirev Shah and Esther Quah (associates).

Nadine Awad, Premuda’s Head of Legal, said: “Matt, Mona and the whole Ince & Co team provided first rate advice, delivered both responsively and in a commercial manner. Their approach, and Ince’s sector expertise, added real value to the deal enabling us to reach a successful conclusion to what is a strategically important transaction for the Premuda group.”

Yinson was represented by Norton Rose Fulbright.

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