Seward & Kissel LLP W ORK B OAT Professional Series FINANCING JONES ACT VESSEL ASSETS MARAD PROGRAM FINANCING STRUCTURES NON-CITIZEN LEASE FINANCING H. Clayton Cook, Jr. Seward & Kissel LLP December 4, 2014 New Orleans, Louisiana

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS PRESENTATION AND INTRODUCTION $50 MILLION OSV EXAMPLE MARAD ’ s TITLE XI AND CCF PROGRAM FINANCING NAVY DUV AND NSRP 2007 AND 2008 WORKSHOPS $150 MILLION DUV EXAMPLE NON-CITIZEN LEASE FINANCING AND 46 USC $300 MILLION TIV EXAMPLE POINTS TO REMEMBER 2

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS PRESENTATION “By using MARAD programs a vessel purchaser can reduce the fully financed cost of a $50 million shipyard priced OSV from $66.3 million to $40.6 million, for a savings of $25.6 million (or over 38%). This presentation will offer case study examples in explaining the capital construction fund subject matter.” WorkBoat Financing Panel Program Statement, September,

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS INTRODUCTION The development of these MARAD Title XI and CCF structures for the Navy’s Dual Use Vessel (DUV) program and the National Shipbuilding Research Program (NSRP) 2007 and 2008 Workshops, and their use in Jones Act lease financing is explained in the MARINE MONEY article, Cook and Ogle, “Financing Jones Act Vessel Assets”, published in May 2010, that is a today’s WorkBoat financing panel handout. 4

Seward & Kissel LLP 5 Table 1 illustrates the purchase of an OSV with a U.S. shipyard price of $50 million, and with what would be a “fully financed cost” (equity + principal + interest) of $66,257,902 using MARAD Title XI financing. Table 2 shows the purchaser’s out-of-pocket “fully financed cost” as reduced to $40,646,540 by using a CCF Program structure that employed a tax sheltered receivables investment program carried out over the 20 year term of the Title XI financing. This is a CCF Program produced savings of $25,611,362 or percent for this $50 million vessel. FINANCING JONES ACT VESSEL ASSETS $50 MILLION OSV EXAMPLE TABLES 1 & 2 MARAD TITLE XI & CCF PROGRAMS

Seward & Kissel LLP 6 Example No. 1, Table 1, MARAD Title XI Program 1. Shipyard Price $50,000, Total Title XI Capitalized Cost $51,877,297 Title XI Coupon Rate 3.01% Effective Corporate Tax Rate 35.00% 3. Total Title XI Equity & Interest Payments $20,962, Total Title XI Fixed Principal Payments $45,295, Total Title XI Debt & Equity Cash Cost $66,257,902 Method of Debt Financing: Title XI, fixed principal, 20 year term, level principal payments. FINANCING JONES ACT VESSEL ASSETS $50 MILLION OSV EXAMPLE

Seward & Kissel LLP 7 1.Shipyard Price $50,000,000 2.Total Title XI Equity & Interest Payments $20,962,758 3.Total Title XI Fixed Principal Payments $45,295,144 4.Total Title XI Debt & Equity Cash Cost $66,257,902 5.Yield on CCF Investments 13.01% 6.Total Title XI Equity & Interest Payments $20,962,758 7.Total CCF Contributions & Taxes on Withdrawals $19,683,782 8.Total Cash Cost of Vessel with Title XI & CCF $40,646,540 9.CCF Savings over Title XI alone ( percent) $25,611,362 $50 MILLION OSV EXAMPLE Example No. 1, Table 2, MARAD Title XI & CCF Programs

Seward & Kissel LLP 8 Here, the purchaser’s out-of-pocket “fully financed cost” was reduced to $40,646,540 by using a CCF Program structure that employed a tax sheltered receivables investment program carried out over the 20 year term of the Title XI financing. This is a CCF Program produced savings of $25,611,362 or percent for this $50 million vessel. $50 MILLION OSV EXAMPLE Example No. 1, TABLE 2, MARAD TITLE XI & CCF PROGRAMS

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS MARAD ’ s TITLE XI AND CCF PROGRAMS The MARAD Title XI Program allows an owner to issue bonds to finance up to 87.5 percent of a vessel’s cost with a U.S. Treasury guarantee of the payment of principal and interest, in exchange for the owner’s payment of modest guarantee fees. The 1970 Act authorized a Capital Construction Fund (“CCF”) tax deferral program that was to be available to all owners and operators of U.S. vessels operated in qualifying trades, to defer tax on vessel operating and sales income, and on CCF portfolio investment income, under CCF Program agreements administered by MARAD. 9

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP 2007 & 2008 WORKSHOPS The concept of “dual-use vessels” (DUV) is as old as the Republic itself, and was incorporated in the Merchant Marine Acts of 1920, 1936 and The Navy’s current DUV program was initiated in Reacting to operator concerns about U.S. shipyard prices, the Navy held invitation- only National Shipbuilding Research Program (NSRP) Workshops in 2007 and 2008 to address means by which the shipyard prices for these Jones Act dual-use vessels could be reduced to commercially acceptable levels. 10

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP 2007 & 2008 WORKSHOPS The NSRP 2007 Workshop was directed to methods for reducing shipyard costs and the anticipated follow-on reductions in shipyard sales prices. But, of course, it would be the private sector vessel purchaser’s “fully financed cost”, rather than the shipyard sales price, that would be used to test the vessel owner’s business plan. A study of commercially available financing alternatives and of MARAD Title XI and CCF Program use was undertaken to provide the for a “cost-of-financing” presentation for the 2008 NSRP Workshop. 11

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP 2007 & 2008 WORKSHOPS The study found that by using the MARAD Title XI and CCF Programs together, significant reductions in vessel costs could be achieved. This was accomplished by the CCF holder depositing additional equity in the vessel CCF Program account, that when invested in high interest debt, and compounded over a 20 year term, would produce investment income, which when combined with the additional equity, would be sufficient to retire the entire Title XI debt. 12

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP 2007 & 2008 WORKSHOPS The reduction in vessel cost would be the difference between the Title XI debt principal amount and the measure of the additional equity. In the examples that follow, the first slide shows a $150 million shipyard priced DUV/AMH vessel financed with Title XI, and the second slide shows this same vessel financing with the addition of the CCF Program sinking fund. 13

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP 2007 & 2008 WORKSHOPS You will see that for this $150 million vessel, the fully financed cost would be $198.8 million with Title XI financing, and $123.9 million using Title XI with the addition of the CCF Program sinking fund. 14

Seward & Kissel LLP 1. Shipyard Price$150,000, Total Title XI MARAD “Capitalized Cost”$159,631,891 Title XI Coupon Rate 3.01% Effective Corporate Tax Rate 35.00% 3. Total Title XI Equity & Interest Payments $62,888, Total Title XI Fixed Principal Payments$135,887, Total Cash Cost of Vessel$198,773,706 ______________________________ Method of Debt Financing: Title XI, fixed principal, 80% of capitalized cost, 20 year term, level principal payments. FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP WORKSHOPS EXAMPLE NO. 2, TABLE 1, MARAD TITLE XI FINANCING 15

Seward & Kissel LLP 1.Shipyard Price $150,000, Total Title XI Equity & Interest Payments $62,868, Total Title XI Fixed Principal Payments $134,885, Total Title XI Debt & Equity Cash Cost$198,773, Yield on CCF Investments 13.01% 6. Total Title XI Equity & Interest Payments $61,388, Total CCF Contributions & Taxes on Withdrawals $60,951, Total Cash Cost of Vessel with Title XI & CCF $123,939, CCF Savings over Title XI alone (37.55 percent) $74,634,086 FINANCING JONES ACT VESSEL ASSETS NAVY DUV AND NSRP WORKSHOPS EXAMPLE No. 2, TABLE 2, TITLE XI & CCF FINANCING 16

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS Here is a graphical representation of the CCF accounts deposits and withdrawals involved. $0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000, Term of Debt Financing (Years) 17

Seward & Kissel LLP 18 This computer software was developed to meet NSRP program objectives, where it was needed to measure and optimize CCF program benefits, and provide the precision necessary for CCF Program use in vessel lease financing, to support financing for the commercial dual use vessels that the Navy needed. FINANCING JOES ACT VESSEL ASSETS NAVY DUV AND NSRP WORKSHOPS

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS JONES ACT LEASE FINANCING Lease financing was chosen for many U.S. flag vessel projects during the 1970s and 1980s. Leasing company affiliates of institutions like Bank of America, Bankers Trust Company, Citibank Leasing, GATX and GE Credit & Leasing provided an active market in U.S. citizen leasing equity. 19

Seward & Kissel LLP 20 FINANCING JONES ACT VESSEL ASSETS JONES ACT LEASE FINANCING LEASE FINANCING DIAGRAM 1: 1970 Act program leasing with U.S. citizen owner-lessors and U.S. citizen operators in the 1970s and 1980s. For example: U.S. citizen owner-lessor – Citibank Leasing or GE Credit & Leasing; and U.S. citizen operator – Keystone Shipping Company or Marine Transport Lines. 20 Year Demise Charter § 2 Leasing Company § 2 Operator

Seward & Kissel LLP 21 FINANCING JONES ACT VESSEL ASSETS LEASE FINANCING WITH MARAD PROGRAMS Where the MARAD Programs were employed, the owner-lessor was able to: (i) use the Title XI Program to leverage its equity investment with low-cost long-term debt; and (ii) use the CCF Program to shelter its high-yield investment income. MARAD Program use enhanced the owner-lessor’s return, providing benefits that might be shared with the operator, or with the operator and its customer, through reductions in demise charter and/or time charter hire charges.

Seward & Kissel LLP Year Demise Charter § 2 Leasing Company § 2 Operator For example: U.S. citizen owner-lessor – Citibank Leasing or GE Credit & Leasing; and U.S. citizen operator – Keystone Shipping Company or Marine Transport Lines. MARAD Title XI Bonds CCF Tax Shelter FINANCING JONES ACT VESSEL ASSETS LEASE FINANCING WITH MARAD PROGRAMS LEASE FINANCING DIAGRAM 2: 1970 Act program U.S. citizen le a sing with MARAD programs.

Seward & Kissel LLP 23 FINANCING JONES ACT VESSEL ASSETS LEASE FINANCING WITH NON-CITIZEN OWNERS The qualifications for Jones Act vessel owners were changed in 1996 and again in Now non-citizen financial institutions may function just as Citibank Leasing and GE Credit & Leasing served as vessel owners in Lease Financing Diagrams 1 and 2. Ownership of Jones Act qualified vessels by non-citizen leasing companies is now allowed under section if the vessel is demise chartered to a section U.S. citizen operator for three years or more. ______________________________ The codification of Title 46 U.S.C. was completed in 2006, and section 2 is now section and section 12106(e) is now section

Seward & Kissel LLP 24 FINANCING JONES ACT VESSEL ASSETS LEASE FINANCING WITH NON-CITIZEN OWNERS The potential importance section leasing is illustrated by the $1.2 billion Aker Philadelphia Shipyard Jones Act transaction with the Overseas Shipholding Group (OSG). The vessels were built by a Norwegian managed shipyard and sold to a Norwegian controlled section leasing company, that demise chartered the vessels to OSG as the U.S. section citizen operator, for a term of 8 years. The initial OSG time charters were to United Kingdom and United Kingdom/Netherlands international oil companies.

Seward & Kissel LLP 25 LEASE FINANCING DIAGRAM 3: Section leasing with non- citizen owner-lessor; U.S. citizen operator; and non-citizen lender syndicate and time charterers. Parents – Aker ASA & Aker Philadelphia Shipyard section owner lessor– Aker American Shipping (Oslo Exchange); U.S. citizen operator – Overseas Shipholding Group; and non-citizen lender group –DnB NOR Bank. 8 Year Demise Charter Time Charters Leasing Company Operator Non- citizen Users Lender Group Parents

Seward & Kissel LLP 26 FINANCING JONES ACT VESSEL ASSETS LEASE FINANCING WITH NON-CITIZEN OWNERS This Lease Financing Diagram 3 schematic might easily be adapted for a section non-citizen or hedge fund lease financing for an offshore wind farm $300 million turbine installation vessel (TIV) as displayed in this next Lease Financing Diagram 4.

Seward & Kissel LLP 27 LEASE FINANCING DIAGRAM 4: Leasing of TIV with section non-citizen owner-lessor; U.S. citizen operator; and turbine installation contract with non-citizen project manager. Project Company Non-citizen leasing company owner–lessor; U.S. Citizen Operator; and non-citizen project manager. Demise Charter Installation Contract Leasing Company Operator Lender Group Non- citizen Equity

Seward & Kissel LLP FINANCING JONES ACT VESSEL ASSETS NON-CITIZEN LEASE FINANCING AND 46 USC $300 MILLION TIV EXAMPLE 28

Seward & Kissel LLP 29 Working with a U.S. shipyard in 2012, we were asked to run examples of a “fully financed cost” for a $300 million TIV for use in U.S. East Coast offshore wind projects -- using the MARAD program financing structure that we had developed for the Navy NSRP 2008 Workshop. NON-CITIZEN LEASE FINANCING AND 46 USC $300 MILLION TIV EXAMPLE

Seward & Kissel LLP 30 We found that by using this MARAD financing structure, the purchaser would have been able to reduce its TIV “fully financed cost” (equity+debt+interest) of the $300 million TIV from $438,370,562 (which it would have been in a simple Title XI financing) to $299,999,995 (which it would have been once CCF use was added) achieving a savings of $138,370,567 or percent. NON-CITIZEN LEASE FINANCING AND 46 USC $300 MILLION TIV EXAMPLE

Seward & Kissel LLP Shipyard Price$300,000, Total Title XI Capitalized Cost$315,740,839 Title XI Coupon Rate 4.16% Effective Corporate Tax Rate35.00% 3. Total Title XI Equity & Interest Payments$162,097, Total Title XI Fixed Principal Payments$276,273, Total Title XI Debt & Equity Cash Cost$438,370,562 ___________________________________ Method of Debt Financing: Title XI, fixed principal, 20 year term, level principal payments. NON-CITIZEN LEASE FINANCING AND 46 USC $300 MILLION TIV EXAMPLE EXAMPLE No. 3, TABLE 1, MARAD TITLE XI FINANCING

Seward & Kissel LLP 32 1.Shipyard Price$300,000,000 2.Total Title XI Equity & Interest Payments$162,097, Total Title XI Fixed Principal Payments$276,273, Total Title XI Debt & Equity Cash Cost$438,370, Total Title XI Equity & Interest Payments$162,097, Interest Rate on CCF portfolio investments 15.90% 7. Total CCF Contributions & Taxes on Withdrawals$137,853, Total Cash Cost of Vessel with Title XI & CCF$299,950, CCF Savings over Title XI alone (31.58%)$138,370,567 NON-CITIZEN LEASE FINNCING AND 46 USC $300 MLLION TIV EXAMPLE EXAMPLE No. 3 TABLE 2 MARAD TITLE XI & CCF

Seward & Kissel LLP Shipyard Price $300,000, Total Title XI Equity & Interest Payments $162,097, Total Title XI Fixed Principal Payments $276,273, Total Title XI Debt & Equity Cash Cost $438,370, Total Title XI Equity & Interest Payments $162,097, Interest Rate on CCF portfolio investments 26.00% 7. Total CCF Contributions & Taxes on Withdrawals $108,064, Total Cash Cost of Vessel with Title XI & CCF $270,161, CCF Savings over Title XI alone (38.37%)$168,208,575 NON-CITIZEN LEASE INANCING AND 46 USC $300 MILLION TIV EXAMPLE EXAMPLE No. 3, TABLE 3 MARAD TITLE XI & CCF

Seward & Kissel LLP 34 First: The computer software employed for these transactions was developed to provide a methodology to optimize and measure CCF Program benefits, for use in multi-party commercial vessel lease financing transactions for dual-use vessels to meet Navy needs. Second: The MARAD CCF Program benefits involved are internal to the leasing transaction itself, rather than depending upon the more customary sheltering of non-transaction associated income. FINANCING JONES ACT VESSEL ASSETS FIVE POINTS TO REMEMBER

Seward & Kissel LLP FIVE POINTS TO REMEMBER Third: Because on this, these CCF Program benefits are available in leasing and other transactions in which the owner- lessor has no other U.S. income or income requiring shelter. Fourth: While U.S. Patent No. US 8,010,431 B 1, protects some aspects of this software usage, the basic elements of this structure, MARAD’s CCF and Title XI Programs, are available for use by Jones Act operators in any CCF qualifying trade today. Fifth: Many existing U.S. owner-operators have MARAD approved receivables investment programs today and are realizing some of these “NSRP 2008” savings today. Perhaps you should be realizing these benefits as well. FINANCING JONES ACT VESSEL ASSETS 35

Seward & Kissel LLP 36 THANK YOU ______________________________________________________ ADDITIONAL INFORMATION: For background and follow-on reading you may wish to refer to Cook & Ogle, “Financing Jones Act Vessel Assets,” Marine Money International, May 2010; and my article on the basics of the CCF Program: Cook, “Financing the US Market via MARAD’s “CCF” Program,” Marine Money International, October H. Clayton Cook, Jr., Seward & Kissel LLP 901 K Street, N.W., Suite 800, Washington, D.C Phone: