Advising DNB on Scots law aspects of landmark US$900 Vroon restructuring

International shipping group Vroon underwent a ground-breaking, $900 million restructuring of its senior secured debt, as part of plans to shift the company's operational focus.

The restructuring of its senior secured debt was implemented by a group of lenders, including DNB , using an English scheme of arrangement and a Dutch WHOA procedure - the first time that these two restructuring procedures have been used together.

Brodies acted as Scots counsel for DNB, and our multidisciplinary team led on all Scots law aspects. Watson Farley and Williams led the transaction as English counsel.

Our role was to advise on the Scottish aspects of DNB's original security package, which included mortgages over UK registered vessels located in Scottish waters and the release and restructuring of the Scots law security and its interplay with the wider restructuring mechanics of Vroon as a whole.

Our involvement in this transaction highlights the strengths we have in our multidisciplinary team, particularly our ship finance capabilities. We provided advice relevant to the banking, security and finance aspects, which was ultimately used in the final restructuring, together with advice pertaining to what enforcement options would be available (a route not ultimately taken) with regard to the Scots law share security and in particular, enforcement procedures in Scotland to the UK mortgaged vessels located in Scottish waters. In doing so, we provided practical and commercially viable resolutions for all parties involved.

Key highlights

• We undertook detailed analysis of enforcement options available to DNB under its Scots law share security and UK ship mortgages, for vessels located in Scottish waters.
• We delivered advice and assistance on the Scots law aspects of a ground-breaking restructuring transaction.
• We strengthened our relationship with DNB, one of the world's largest shipping banks and a major operator in the Nordic region and internationally. This transaction showcases Brodies' strengths in the marine finance market, across multiple practice areas.