White & Case advises UASC and its shareholders on Hapag-Lloyd merger

Global law firm White & Case 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, headquartered in Hamburg.

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The merger creates the world’s fifth-biggest liner shipping company. The transaction was completed on 24 May after intensive negotiations with financing and refinancing lenders and after obtaining antitrust and foreign investment approvals.

The combined company, Hapag-Lloyd, 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, holding approximately 14.4% and 10.1% shareholdings, respectively.

Challenging transaction

“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.

He added: “White & Case’s knowledge and expertise across German, DIFC, New York and English law enabled us to operate seamlessly and 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.”

Farmpton added: “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.”

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.”

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