Pangaea Logistics Solutions Ltd. Announces Purchase of Vessel
Pangaea Logistics Solutions Ltd., a global provider of comprehensive maritime logistics solutions, announced it has purchased a vessel to add to its operating fleet. The ship was purchased in the second-hand market for USD 16.45 million. The Company will own 18 ships when the new ship is delivered to Pangaea by May 2021, and it operates a total fleet of 50-60 vessels in worldwide trades.
“This 2013 Imabari-built 61,000 dwt dry bulk vessel fits well into our core fleet and trading activities and, combined with our ice class newbuild program, is another step in our effort to renew our owned fleet with high quality and efficient tonnage,” said Ed Coll, Pangaea’s Chief Executive Officer. “We are committed to providing our clients with best in class service through our flexible owned and operated fleet. This ship, to be named Bulk Courageous, will bring our owned fleet to 18 vessels in advance of our four ice class newbuild vessels to be delivered later this year.”
Diana Shipping Inc. Commences Self Tender Offer to Purchase Up to 6,000,000 Shares
Diana Shipping Inc., a global shipping company specializing in the ownership of dry bulk vessels, announced the commencement of a tender offer to purchase up to 6,000,000 shares, or about 6.7%, of its outstanding common stock using funds available from cash and cash equivalents on hand at a price of $2.00 per share. The tender offer will expire at the end of the day, 5:00 P.M., Eastern Time, on January 14, 2021, unless extended or withdrawn. The Board of Directors determined that it is in the Company’s best interest to repurchase shares at this time given Diana Shipping’s cash position and stock price. The tender offer is not conditioned upon any minimum number of shares being tendered; however, the tender offer is subject to a number of other terms and conditions. Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase and related materials that are being mailed to shareholders.
Diana Shipping Inc. has retained Computershare Trust Company, N.A. as the depositary for the tender offer and Georgeson LLC as the information agent.
New BIMCO Ship Sale And Purchase Standard Heading For Industry Consultation
BIMCO’s Documentary Committee has positively received a new standard Memorandum of Agreement (MOA) for the sale and purchase of ships, thereby opening the doors to wide industry consultation before finalising and publishing the new standard next year.
At the Documentary Committee meeting that took place on 21-22 September, the new BIMCO MOA was presented for review, in line with BIMCO’s strategy to provide contracts for all sectors of the shipping industry. BIMCO has been working on the development of a clearly worded and comprehensive alternative contract for the sale and purchase market that reflects modern practice, and the standard is expected to be published in early 2021.
New structure, easy to navigate
The new MOA takes an innovative approach with captive clauses that spell out in plain English what is being agreed between the parties. It comes in BIMCO’s well-known box layout style with the main terms set out in the boxes of Part I, and the standard terms and conditions in Part II.
The clauses follow the sequence of events as they play out in practice. Three annexes accompany the new contract providing for lists of items that are included or excluded from the sale, and documents to be handed over at delivery by the sellers and buyers. The structure of the new form makes it easy to navigate and simplicity has been key for the drafting team.Some key features of the new form are:
Data added into the boxes will automatically appear in the appropriate places in the body of the contract, making it easier to read and not having to flip back and forth through the pages.
The first four clauses set out the framework and purpose of the contract, what the conditions for effectiveness of the contract are, what the purchase price is, as well as what is included in and excluded from the sale.
The following clauses address the delivery and sale process and follows the chronology of events as they take place in practice.
The balance between sellers and buyers has been carefully considered during the drafting process. The buyers have for instance been given a grace period of two additional banking days to lodge the deposit if it is delayed through no fault of the buyers. A definition has been created for “Technical Banking Event” referring to problems in the banking system. If the deposit still does not arrive within the grace period, the contract will be null and void.
Tailor-made sanctions and anti-corruption clauses have been included, in addition to the newly adopted BIMCO Law and Arbitration Clause.
French Mutual Covéa Scraps $9 Billion Purchase of PartnerRe from Exor
French insurer Covéa has walked away from its planned $9 billion purchase of PartnerRe, the Bermuda-based reinsurer owned by Exor, the holding firm of Italy’s Agnelli family, saying it could no longer buy under the terms of their agreement.
The deal is the biggest involving a European buyer to collapse because of market dislocation caused by the coronavirus pandemic, which has made it increasingly hard for bidders to close pre-crisis transactions due to share price drops.
The global reinsurers’ stock index is down around 36% since the end of February.
Covéa said in a statement it had informed Exor that it could not complete the purchase under the agreed terms due to the “current unprecedented conditions and significant uncertainties threatening the global economic outlook.”
A source close to the matter said the risk tied to the COVID-19 pandemic had been excluded from the deal’s ‘material adverse change’ (MAC) clauses of a memorandum of understanding (MoU) Exor and (Reuters) – Covéa entered into earlier this year regarding the sale of PartnerRe in its entirety.
Exor said in a separate statement that Covéa, while trying to renegotiate the deal’s agreed terms, “never suggested the existence of a material adverse change, including pandemic risk, or any other issues at PartnerRe that would explain its refusal to honor its commitments under the MoU.”
“Exor believes that no such basis exists” it said.
Exor said PartnerRe had one of the highest capital and liquidity ratios in the global reinsurance industry and was not expected to be significantly affected by the COVID-19 outbreak.
“The board therefore reiterated its strong belief that a sale of PartnerRe on terms inferior to those established in the MoU fails to reflect the value of the company,” it said.
A spokesman for Exor said Covéa would have to pay an indemnity, or a break-up fee, but added that its amount was confidential.
The MoU included a $175 mln penalty for Covéa to get out of the deal, according to a March report in the Italian daily newspaper Il Sole 24 Ore.
Exor, led by Agnelli scion John Elkann, bought PartnerRe for $6.9 billion in 2016 after a long hostile takeover battle.
Under the original terms of the agreement with Covéa, Exor would have received an aggregate cash return of $3 billion from its purchase and disposal of PartnerRe, including dividends paid by the Bermuda-based group since 2016, Exor has said.
According to the MoU, Exor would also have received a cash dividend of $50 million from PartnerRe before the closure of the deal.
Exor also controls Italian American carmaker Fiat Chrysler (FCA), which in December struck a binding merger deal with France’s Peugeot owner PSA to create the world’s fourth largest carmaker.
FCA Chief Executive Michael Manley last week said the two carmakers remained committed to the 50-50 tie-up and that the terms of the deal had not changed.
(Reporting by Giulio Piovaccari; additional reporting by Pamela Barbaglia; editing by Jan Harvey and Paul Simao)
TOP Ships Inc. Announces Purchase of 50% Interests in Two 2020-Built Scrubber-Fitted Eco MR Product Tankers and Joint Venture With Gunvor Group
TOP Ships Inc., an international owner and operator of modern, fuel efficient “ECO” tanker vessels, announced that it has acquired from a company affiliated with the Company’s Chief Executive Officer (the “Seller”) a 50% interest in two vessel owning companies (the “SPCs”) that own two ultra-high specification scrubber-fitted 50,000 dwt eco MR product tankers, M/T Eco Yosemite Park and M/T Eco Joshua Park for $27 million. Both vessels were delivered in March 2020 from Hyundai Mipo shipyard of South Korea.
The acquisitions were approved by a special committee composed of independent members of the Company’s board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to the consideration paid in this transaction from an independent financial advisor.The Company also announced that the Seller had already entered into two joint venture agreements, for the two vessels, each with an equal ownership interest of 50%, with Just-C Limited, a wholly owned subsidiary of Gunvor Group Ltd (the other 50% owner), one of the world’s largest independent commodities trading houses by turnover.
Each of the two product tankers have time charters with Clearlake Shipping Pte Ltd, a subsidiary of Gunvor Group Ltd and one of the largest charterers of tanker vessels in the world, for a firm term of five years plus two additional optional years. The total potential gross revenue backlog from these contracts is about $91.7 million.
Finally the vessels have a five year non-amortizing senior financing agreement in place from a major Greek bank for approximately 45% of their charter-free value.
Allianz completes purchase of LV General Insurance Group and the General Insurance division of Legal & General
1. Allianz Holdings plc has completed the planned acquisition of the remaining 51 percent of the LV General Insurance Group (LV GIG) from Liverpool Victoria Friendly Society (LVFS). The total consideration by Allianz for 100 percent of LV GIG will be up to 1.078 billion pounds.
2. Allianz Holdings plc has completed the acquisition of 100 percent of the General Insurance division of Legal & General (L&G GI) for 242 million pounds. This business is being combined with LV GIG, although the Legal & General brand will continue to be used in the UK general insurance market for up to three years.
This follows the announcement of these transactions on May 31, 2019.
The completion of these deals positions Allianz Holdings plc as the number 2 general insurer in the UK, based on full year 2018 figures. The combined business had a gross written premium income of over 4 billion pounds and a market share of 9 percent.
Steve Treloar, Chief Executive Officer of LV GIG, will become a member of the Allianz Holdings plc Board, which oversees and manages all of Allianz UK’s legal entities. He will report to Jon Dye, Chief Executive Officer of Allianz Holdings plc. Steve, along with fellow LV GIG colleagues Kevin Wenzel (Chief Finance Officer) and Kieran O’Keeffe (Chief Risk Officer) will join the Allianz UK management board.
Mike Crane, current Managing Director of LV GIG Broker business, has been appointed as Chief Executive Officer of L&G GI (subject to regulatory approval). He will continue to report into Steve Treloar and sit on the LV GIG Executive Committee as both Chief Executive Officer of L&G GI and Managing Director of LV GIG Broker.
Jon Dye said: “This is a pivotal moment in the history of Allianz in the UK. These two deals create a formidable player in the UK general insurance market with a balanced business across personal and commercial lines, tremendously strong brands and a great team of people, focused on delivering for our customers.
“We will be looking to build upon the great success of our joint venture with LV GIG in home and motor insurance, strengthened further by the acquisition of L&G GI. With Petplan already being the world leader in pet insurance and the Allianz position as Commercial Insurer of the Year in 2019, we have a strong platform to continue our profitable growth story.”
Steve Treloar added: “This is an exciting day for LV GIG and we’re very happy to now be part of Allianz and have our colleagues from L&G GI also join us. For the last few years, we’ve worked incredibly hard to make LV= the brand it is today and, although we’ve achieved an incredible amount, I believe that with the backing of Allianz, and L&G GI being part of our business, the best is truly yet to come. I’m excited to see what the future brings.”