A Leading Advisor To Investors In The Shipping And Offshore Sectors

Transcription

A Leading Advisor to Investorsin the Shipping and Offshore Sectors

AMA Brings Unique Capabilities to Industry Leaders and InvestorsAMA believes that all efforts – from advisory to principal investing – start with a deep understanding ofthe underlying industry Established in 1987, AMA is the only merchant banking partnership in the U.S. exclusivelyfocused on the transportation and energy industries– Proven expertise across a wide spectrum of advisory services including mergers andacquisitions, restructuring distressed companies, capital raising and strategic planning– AMA also manages an active fund to invest equity and mezzanine debt as well as provideasset leasing options to owners and operators Owner of AMA Securities, a registered broker/dealer regulated by FINRA 10 professionals in New York and Los Angeles Members of AMA also serve or have served on boards of directors of publicly listedcompanies: Eagle Bulk Shipping Inc., Genco Shipping & Trading, Golar LNG Partners LP,Lloyd Fonds AG, North Atlantic Drilling Ltd., Seadrill Ltd., Seaspan Corp. and Ship FinanceInternational Ltd.2

AMA provides a unique cross section of skill sets and resources Pro-active senior level attention from our eight Managing Directors Long-term industry relationships at all levels providing both corporate and asset level insight Direct access to decision makers representing a variety of capital sources seeking investments in differentlayers of the capital structure AMA is viewed by many as a “bridge” between the financial and operating world - AMA distills the valueproposition and has an appreciation for issues related to asset finance We are independent – no ancillary agendas – our success is aligned with that of our clients3

Our Business Segments in BriefAMA offers a wide spectrum of capabilities with no geographic limitationsSummaryAdvisory Services Mergers and acquisitionsCapital RaisingStrategyRestructuringSummaryPrincipal InvestingInvest in attractively pricedcompanies, assets andsecurities, as well asproviding growth capital toestablished operatorsSummaryLeasing FundsOwning/leasing long-livedassets, or investing in assetrelated securities, that generatecurrent income and capitalappreciationTargeted ClientsInvestment SizeServing new and establishedoperators and investors,both private and publiclylisted companiesTargeted ClientsInvestment Size 10 - 75 million of equityor subordinated debt, buthistorically have investedas high as 150 million in asingle transactionTargeted ClientsInvestment Size 20 - 100 million investedin established operators ofassets with strong contractcoverageIndustry Focus Maritime Energy RailroadsIndustry Focus Maritime Oilfield services and energy Existing leasing companyportfolio assetsIndustry Focus Maritime/land/airtransportation assets Oilfield services and energy Existing leasing companyportfolio assetsTime Horizon Event driventransactionsTime Horizon 3 to 5 yearsTime Horizon 3 to 25 years4

AMA’s Advisory Track RecordAMA has advised banks, bondholders, investors and companies in transactions covering 27B of capitalFinancial AdvisorToisa Senior SecuredLender CommitteeChapter 11Financial Advisorto Troms LendersChapter 11Financial AdvisorUnsecured CommitteeChapter 11Financial AdvisorDebtorChapter 11 100,000,000ONGOINGBond RestructuringNOK 490,000,0002017Restructuring AdvisorChapter 11 188,580,000 25,000,0002015Bond Restructuring2013Bond RestructuringSale of PartialOwnership inEight Jones Act MRs 1,000,000,0002015Co-Advisor to theBank Steering Committeeon the RestructuringNOK 490,000,000 25,000,0002017Restructuring Sale/Charterback to2016in the acquisition ofthe Hawaiian business ofDebt RestructuringBond Restructuring 220,000,000 740,000,00020162015Bond RestructuringBank Debt RestructuringChapter 11 88,000,000 860,000,00020142014Bond RestructuringSale of MercosurShuttle Group toPuertos y Estibajes S.A. 141,500,000Sale of equity in 73SD70MAC locomotiveson lease toRestructuring of5 x 2,500 TEU Charters toBond Restructuring 150,000,0002015VesselCo Restructuring2015 729,000,0002014Bond Restructuring 275,000,000201320121st Lien BondsRestructuringRaised equity capital to supportfleetexpansion fromNOK 2,600,000,000NOK 1,600,000,000 300,000,002012 323,000,000 307,000,0002012Undisclosed2012 100,000,000Bond Restructuring20102011 60,000,000Bond Restructuring 311,000,000 50,000,0002011Bond Restructuring 710,000,000Bond Restructuring/Saleof Nexus 1 FPSO toBond Restructuring 342,000,0002011Bond Restructuring 200,000,0002015 210,000,0002011 736,000,00020172015 15,000,000,0002013/2011Bond Restructuring 175,000,00020102009200920095

Principal InvestingAMA manages two active capital investment funds Private equity and mezzanine debt fund Also provides leasing options to owners and operators of long-life transportation and energy equipmentCurrent Investments 11 ecocontainer vessel new building contracts (3 x 2,500 TEU, 8 x 1,700 TEU) Vessel designs incorporate latest fuel-efficiency features Reederei Nord GmbH is the newbuilding supervisorPrior Investments Acquired Rio Grande Chemical, Ltd., a railcar leasing company with a fleet of approximately 4,200 railcars Proprietary Advanced Railcar Management System (ARMS ) tracks railcar movements and maintenance Longstanding relationships with railcar lessors and lessees across the U.S., Mexico and Canada Acquired 49.9% of Lloyd Fonds AG in 2011, an arranger/manager of closed-end investment funds in Germany Based in Hamburg, Germany, is publicly traded on the Frankfurt Stock Exchange Since its founding in 1995, has initiated approximately 100 funds with a total investment volume of 4.7 billion Traditionally focused on transportation and real estate funds6

Principal Investing (continued)Prior Investments AMA acted as mezzanine debt investor in the restructuring of a fleet of 6 multipurpose vessels by Lloyd Fonds and Deutsche Bank It is understood to be the first time the German closed- end fund market has restructured the funding for a multiple fleet of ships thathad previously been owned by individual KG companies Acquisition of one push boat and four 30,000 bbl tank barges (Jones Act qualified assets) Long term lease to a strategic operator Investment realized in 2013 Acquisition of 19 high specification stainless steel chemical tankers, including 5 newbuildings in January 2007Fleet was the 10th largest chemical carrier in the world at the timeRetained employees and recruited senior management teamSold to strategic buyers in December 2007 Acquired the general partner interests in PLM equipment leasing funds in November 2005Included two tankers, two bulk carriers, 12 commercial aircra, 100,000 TEU of containers and railcar equipmentAcquired in liquidation phase, AMA completed the liquidation processLiquidation of assets completed in May 2007 Acquired two Norwegian KS investment companies owning four vessels in July 2005Fleet of 3,500 TEU container vessels on charter to Zim LinesRestructured the uncalled capital commitments and refinanced over 100 million of first mortgage debtShips sold to strategic buyers in June 2006 Mezzanine lender to Thor Dahl Management for the acquisition/charter-back of three vessels in June 2000 The counterparty was Hyundai Merchant Marine and the vessels were three 3,000 TEU container ships The mezzanine investment was repaid as part of a refinancing in August 2003 Acquisition of five vessels and the related loans from Seoul Bank in January 2001Vessels included: three 27,000 DWT bulkers, one 73,000 DWT bulker and one 700 TEU feeder vesselVessels were on bareboat charters to Pan Ocean of South KoreaShips were acquired by strategic buyers in May 20027

Selected Restructuring ActivitiesAMA has been working to recover value for secured and unsecured creditors in complex restructuringsPartyIndustry Sub-sectorAmount ct/Rail FerryN/AAdvisor to the unsecured creditor committee in the Chapter 11Bankruptcy case of International ShipholdingParagon OffshoreOffshore Drilling 650Expert Witness on behalf of the term loan lenders in the Chapter 11Bankruptcy case of Paragon OffshoreDeep Sea MetroOffshore Drilling 736Advisor to bondholders across multiple trances in restructuring of debtcovering two sixth generation drillshipsOro NegroOffshore Drilling 740Advisor to Bondholders on the comprehensive restructuring of debtcovering five jack-up drilling units operating offshore in MexicoNorshoreOffshore Drilling 150Advisor to Bondholders on the acquisition and lease of an offshoreslender well drillshipZIMContainer 729Advisor to three bank groups on transfer of ownership of 8 containervessels to bankruptcy remote vesselco structuresTMTBulkers, Tankers,RoRo 860Advisor to the secured lenders to 16 different vessels and 15 differentborrowers in the Chapter 11 Bankruptcy case of TMT Procurement Corp.Eitzen ChemicalChemical tankers 800Advisor to unsecured bondholdersEquinox OffshoreOffshore Accomodation 88Appointed Chairman and CRO, acting CEO for offshoreaccommodation specialistHorizon / SFLContainer 275Advised SFL on restructuring on 5 x 2,500 TEU container vesselschartered to Horizon LinesSevan Marine ASAFPSO 710Lead Advisor to bondholders across multiple tranches in a restructuringof bond obligations which led a partial sale of the assets to TeekayCorporation and its 28.5% stake in Sevan DrillingPetroMENA ASAOffshore Drilling 850Advised bondholders across multiple tranches in an enforcementprocess including a Chapter 11 filing and Section 363 sales of the rigs;Bonds have recovered 220% over original trading levels8

Selected Restructuring ActivitiesAMA has served as advisor in transactions across the offshore & maritime industries, involving bothpublicly traded and private companies, and in both buy -side and sell- side rolesPartyIndustry Sub-sectorAmount (MM)DescriptionConverto CapitalJones Act ProductTanker 1,000Advisor to Converto Capital on the disposition of Jones Act productspartially owned by Aker PhiladelphiaPasha GroupJones Act Container &Ro-Ro Vessels 142Advisor to Pasha Group in the acquisition of the Hawaiian businessof Horizon LinesSevan Marine ASAFPSO 710Lead Advisor to bondholders across multiple tranches in a restructuring ofbond obligations which led a partial sale of the assets to TeekayCorporation and its 28.5% stake in Sevan DrillingRemedial OffshoreJackup Well Intervention 210Acquired clean title to assets through US Chapter 11§363 sale process. Ultimately sold the units to strategic buyerGoldman,Sachs & Co.Rail 89Advised Goldman Sachs on the sale of theirequity in 73 SD70MAC locomotives to Kansas City Southern RailwayMercosur ShuttleGroupBargeUndisclosedAdvised Saltchuk / Marine Resources Group on the disposition of theircontainer barge feeder operation in the Hidrovia region of South AmericaPetroMENA ASAOffshore Drilling 1,510Arranged the sale of three ultra-deepwater semisubmersibledrilling rig newbuildings in three separate transactionsNexus FloatingProduction LtdHarsh Environment FPSO 400Advised bondholders through the delivery of a FPSO newbuildingand its sale to an affiliate of Brazilian-based EBXEitzen GroupBulk, Gas and TankerShipping 332Advised Eitzen Chemical, a Norwegian public company, on the sale of itsFrench subsidiary Fouquet Sacop to Sea-Invest NVTECO TransportInland/Bluewater DrybulkShipping and Terminal 405Advised Greenstreet Equity Partners, AMCI and Jefferies Capital Partnerson the purchase of TECO Transport, a leading Jones Act drybulk companyand subsidiary of the US listed utility Tampa Electric9

Selected Strategic Advisory AssignmentsAMA’s deep industry knowledge coupled with its independence and expertise at optimizing capitalstructures has enhanced clients’ implementation of operational and financial strategiesPartyIndustry Sub-sectorDescriptionGlobal MaritimeInvestmentsBulk CarriersFinancial Advisor to the debtor in U.S. Chapter 11 Bankruptcy protectionHazel InvestmentsSouth American OceanShippingProvided a valuation of Ultrapetrol’s Ocean Business in connection withSouthern Cross’ acquisition of Hazel Investments shares in UltrapetrolKNOT Offshore PartnersLPShuttle TankersFairness opinion on vessel dropdown acquisition from Parent company.KNOP has several shuttle tankers on charter to Transpetro, subsidiaryof PetrobrasABN AMROBulk carriersValuation exercise on a specific vessel and related time charterUltrapetrolDiversified shipping,offshore and inland bargeFairness opinion on equity investment from a private equity firmMagmaHoldings LLCOnshore Oil and GasExploration and ProductionAdvising and providing portfolio management services to hedgefund owners associated with a 200MM portfolio of oil and gasinvestments located in the Continental U.S.International ShipholdingCorp.Diversified shippingStrategic growth planningI.M. Skaugen SETankersAdvised the company on finding a partner for a fleet renewal programGrieg StarShipping ASSpecialty bulk carriersRetained to advise this niche general cargo company on the value of itsbusiness and its strategic options, as well as help negotiate partnershipissuesTrailer Bridge Inc.US flag container/ bargeAdvised family on disposal of shares10

Selected Capital Raising AssignmentsAMA has long-established relationships with capital providers to the transportation and offshore servicesindustries and excels at arranging financing throughout the capital structurePartyIndustry Sub-sectorAmount (MM)DescriptionOcean ProtectionServicesMaritime securityUndisclosedSourced a private equity buyer for the company and closed transactionwithin 60 daysShip FinanceInternational Ltd.Ship / drilling rigleasing company 342Advised Ship Finance International on the purchase and charterback oftwo 13,800 TEU container vessels with CMA CGMWestern Bulk ASDry bulk shipping 50Arranged a 50MM private equity capital raise in 45 daysOceania CruisesCruise 1,000Order and financing of two 1,250 passenger cruise vesselsKansas CitySouthern RailroadRail 59Multiple transactions including arranging the bridge and long-termfinancing for 30 SD70ACe locomotives as well as arranging the long-termleveraged lease financing for 73 newly acquired SD70MAC locomotivesOverseasShipholding GroupTankers 590Multiple transactions including 175MM off-balance sheet lease and 350MM working capital facility and a 65MM KG tax financingShip FinanceInternational Ltd.Ship / drilling rigleasing company 280Advised Ship Finance International on the purchase and charterback offive 2,500 TEU newbuildings with Horizon LinesSamsung HeavyIndustriesPassenger ferries 85Structured and arranged a working capital financing for the constructionof passenger ferries11

Our TeamPaul Leand, Jr.Managing Director & Chief Executive Officer Paul joined AMA in 1998 from First National Bank of Maryland.He was appointed CEO in 2004. He has led the developmentof AMA’s restructuring practice, helping AMA earn its positionas the pre-eminent maritime restructuring advisor for bothcreditorsand companies alike. He has been involved in therestructuring of numerous high yield issues including GoldenOcean, ACL, GlobalOcean, Pegasus and Enterprises, andHorizon Lines. On the offshore side, Paul has led AMA’s effortsin the restructurings of, amongst others, PetroMENA ASA,Sevan Marine ASA, Remedial Offshore and Equinox Offshore. Paul has also been involved in numerous M&A roles, includingwith Golden Ocean, SFL and TECO Transport and alsospearheaded the firm’s private equity investments in Chembulkand PLM and Lloyds Fonds. Paul currently serves as a Director of Eagle Bulk Shipping Inc.(Nasdaq), Golar LNG Partners LP (Nasdaq). Formerly he wasa Director of Lloyd Fonds AG (Frankfurt Stock Exchange),North Atlantic Drilling (Oslo Stock Exchange), SeaDrill Ltd.(NYSE) as well as Ship Finance International Ltd. (NYSE).Kenneth BeckerManaging Director Ken rejoined AMA in 2009 and has been primarily focused onAMA’s restructuring efforts, leading the restructuring ofNorshore AS, acting financial advisor to Global MaritimeInvestments Limited, and extensive work in Oro Negro, TMT,Equinox Offshore, Horizon Lines, Sevan Marine, RemedialOffshore, PetroJack and Marine Subsea. Prior to 2009, Kenworked in Goldman Sachs’ Investment Banking Division wherehe participated in a variety of M&A and strategic advisoryassignments across the Natural Resources Group. He was with AMA from 2005-2006 and prior to that he workedat Great Circle Capital, a maritime focused private equity fund,and Glencore Ltd, a global commodities trading and logisticsfirm. Ken holds an MBA from Columbia University and a BA fromWilliams College. He is a former director of Norshore AS andHighclere Holdings. Paul holds a BS/BA from Boston University’s School ofManagement.12

Our Team (continued)Jens BirkmannManaging Director Jens joined AMA in 2003 and works primarily out of the LosAngeles office. At AMA, he has been actively engaged in multiple M&Aadvisory assignments including several transactions within thechemical tanker, product tanker and cruise segments. He hasalso been active in the execution of transactions for ACP FundI, ACP Fund II, ACP Fund V and ACP Fund VI including theacquisition and sale of PLM Funds, of Chembulk Tankers, theMarine Money 2007 “Private Equity Deal of the Year”, and of afleet of eco-design containership newbuildings. He is actively involved in all ACP fund activities and currentlyserves on the board of Lloyd Fonds AG. Prior to joining AMA, Jens worked in the M&A group of CreditSuisse First Boston in London and in the asset managementdivision of Crédit Lyonnais in Paris. Jens holds a BA in Economics from the Universität Bremen inGermany, an MA in Finance from the Université de Paris ISorbonne in France and an MBA from the Wharton School ofBusiness. He is fluent in English, French and GermanRick BrockCFO Rick joined AMA in 2005 and became CFO in 2007. Afterjoining AMA, he managed the disposition of the 250.0 millionin transportation equipment owned by the four equipmentleasing funds that AMA purchased in 2005. Prior to joining AMA, Rick was the Chief Financial Officer ofPLM International Inc., an equipment leasing companyspecializing in the transportation and related equipment. AtPLM, he focused on debt raising activities for the companyraising over 100.0 million. He also managed the publicreporting for 17 entities. He was heavily involved in thedevelopment and sale of PLM’s trailer rental and commercialand industrial leasing operations as well as the sale of PLM toa group of private investors. From 1988-1991, Rick was with Learning Tree International, atechnical education company, From 1986-1988, he was withPameco-Aire, a wholesale distributor of refrigeration equipmentas the Assistant Controller. Prior to 1986, he was with theaccounting firm of Arthur Andersen & Co. Rick holds a BS in Accounting from Santa Clara University.13

Our Team (continued)Michael DockmanManaging DirectorJames DolphinManaging Director Michael rejoined AMA in 2011. He is active in the firm’sadvisory and principal investing activities, and serves asPresident of AMA Securities LLC, a registered broker-dealer. Jim joined AMA in 2001. At AMA, he has been actively engagedin the firm’s principal investing activities as well as M&A andrestructuring efforts. He has led AMA’s fairness opinion practice, includingassignments for KNOP, Ultrapetrol, Hoegh and Pasha. He ledthe sell-side advisory assignments for Saltchuck’s sale of itsSouth American barge business, Goldman Sachs’ sale of taxleases and Empresas Navieras. Michael is also acting CEO ofrailcar leasing company RGCX, Ltd, an AMA portfoliocompany. Jim recently led AMA’s efforts in the restructurings of CMA CGM,Eitzen Chemical, Nexus Floating Production, ZIM, TMT, MasterMarine and Marine Subsea. Jim was also heavily involved in thecreation of the new cruise line Oceania and was one of theoriginal board members of that company. Jim has spearheadedmuch of the firm’s strategic advisory work for major shipownerclients. Within AMA’s fund activities, Jim led the investment in four3500 TEU containerships, and was active in the oversight andfinancing of the portfolio company Chembulk. Michael started his career at The First National Bank ofMaryland. He worked in the bank’s maritime division,developed a specialized rail lending and leasing departmentand later managed the bank’s Latin American portfolio. He received an MBA from the University of Chicago and a BBAfrom Loyola College in Maryland. Prior to joining AMA, Jim led the global maritime managementconsulting practice at Booz Allen Hamilton. He has served a widerange of clients including large independent owners, linercompanies, oil majors and other global resource companies,railroads, ports and maritime service companies. Jim currently serves as a Director of Genco Shipping & TradingLimited. Jim previously worked as a commercial bankerspecializing in shipping and holds a BA from Rice University. Hewas a director of OSG America (NYSE) and served on the Boardof Trustees of The Seaman’s Church Institute.14

Our Team (continued)Kevin O’HaraPeter ShaerfManaging DirectorManaging Director Since Kevin rejoined AMA in 2012, he has been involved in therestructurings of Harkand, CMA CGM, Eitzen Chemical and ZIM, aswell as M&A, valuation work and fairness opinions in both the JonesAct and international shipping markets. Prior to rejoining AMA, he spent seven years in the banking sectorwith BNP Paribas, Fortis (acquired by BNP Paribas) and DNB Bank.As a Director in the Shipping & Offshore team at BNP Paribas in NewYork, Kevin handled strategic clients in the Americas and also workedon several restructurings. Kevin originally joined Fortis in 2007,focusing on the shipping sector while also assisting on specific clientsand projects in offshore oil services. From 2004 to 2007, Kevin was aVice President and account manager in the Offshore team at DNBBank. Prior to DNB, Kevin worked for four years as a Vice President atAMA. Kevin started his career in shipping finance in 1997 at The FirstNational Bank of Maryland. Kevin holds a BBA in Finance and International Business from LoyolaUniversity in Maryland. Peter joined AMA in 2002. Peter started in the industry over 43 yearsago and worked for many years as a shipbroker for container and drycargo vessels through a company he founded, The CommonwealthGroup. He also operated a small Caribbean liner service whileworking for a firm of British shipowners. He has extensive experiencein vessel valuations and has performed such work for financialinstitutions and Government clients. Immediately prior to joining AMA he was a co-founder of PoseidonCapital, a specialist maritime “boutique.” At AMA he has continueddeveloping relationships in the capital markets where he has workedprimarily advising hedge funds and investors on a variety of maritimeinvestments in both equity and distressed debt and is activelyinvolved in transaction origination. Peter is a director of privately owned Interlink Maritime and hasserved on the boards of numerous publicly listed shipping companies, most recently having served as Deputy Chairman of SeaspanCorporation . He is Chairman Emeritus of The New York MaritimeAssociation (“NYMAR”) an organization dedicated to the promotion ofNew York as a maritime business center. He is also a member of theAmerican Bureau of Shipping and on the U.S. government MTSNACshipbuilding and ship finance committee and a member of the editorialboard of Lloyds List. Peter holds a BA in international business law from LondonMetropolitan University15

Our Team (continued)Sunil Kurien, CFAAssociate Sunil joined AMA in 2014 and has recently been involved in therestructuring of Harkand and in the management of NSABondco, a slender well drillship owning SPV set up after therestructuring of Norshore AS. Sunil has also been involved infairness opinions and valuation assignments for KNOP,Ultrapetrol and Hoegh. Before joining AMA, Sunil worked atGlencore subsidiary Chemoil where he worked in theircorporate development and credit groups. Prior to Chemoil heworked for Gardner Standard, a private equity firm investing insmall midmarket companies in the energy services sector.Peter LynchAssociate Peter joined AMA in 2015 and has recently been involved inrestructuring engagements related to a global liner companyand a U.S. flag shipping company. He previously worked atCanaccord Genuity, a mid-market investment bank, focusingon debt finance and restructuring. Prior to that he gainedsignificant maritime commercial operations and financialadvisory experience at Marsoft, McQuilling Partners, andMediterranean Shipping Company. Peter holds a BSBA in Finance from Georgetown University'sMcDonough School of Business. Sunil has a Masters in International Affairs from ColumbiaUniversity and a Bachelors in Electrical Engineering from theNational Institute of Technology, India.16

Contact InformationKen BeckerJim DolphinKevin O’Hara(212) 682 7549(203) 252 1247kbecker@amausa.com(212) 682 2526(646) 552 1192jdolphin@amausa.com(212) 682 4634(646) 206 5394kohara@amausa.comJens BirkmannSunil KurienPeter Shaerf(212) 682 6709(917) 293 9462jbirkmann@amausa.com(212) 682 6707(646) 701 1252skurien@amausa.com(212) 682 2480(646) 623 5333pshaerf@amausa.comRick BrockPaul Leand(619) 980 9534rbrock@amausa.com(212) 682 2310(917) 442 2300pleand@amausa.comMichael DockmanPeter Lynch(212) 682 2103(646) 430 1102mdockman@amausa.com(212) 682 2190(516) 319 0425plynch@amausa.com17

2 AMA Brings Unique Capabilities to Industry Leaders and Investors AMA believes that all efforts -from advisory to principal investing -start with a deep understanding of the underlying industry Established in 1987, AMA is the only merchant banking partnership in the U.S. exclusively