Fox Williams advised the shareholders of NAVES Corporate Finance GmbH (“NAVES”) on the acquisition of NAVES by Main Market listed Braemar Shipping Services Plc (“Braemar”).
The consideration for the acquisition, payable in a mixture of cash, shares and convertible loan notes of Braemar, is €24 million (subject to a customary adjustment based on target working capital) rising to a maximum of €35 million should earn-out payment terms and conditions be satisfied. Due to the size of the acquisition, it was a Class 1 transaction for the purposes of the Listing Rules, and completed on 26 September 2017 following the approval of Braemar shareholders.
Braemar provides services on a global scale to the shipping, marine, energy, offshore and insurance industries through three operating divisions, namely shipbroking, technical and logistics services. Braemar has an established long-term strategy focused on organic and acquisitive growth through building a diversified portfolio of complementary businesses.
NAVES Corporate Finance GmbH, founded in early 2009, is a German incorporated corporate finance advisory business headquartered in Hamburg. It provides corporate finance advice to shipping clients worldwide, including advice relating to restructuring, general corporate finance, mergers and acquisition, asset brokerage, interim/pre-insolvency management and financial asset management, including loan servicing, and is led by managing partners Mark Kuchenbecker and Axel Siepmann. NAVES has advised on the restructuring of over US$6.5 billion of capital and charter hire and on over US$1.5 billion of related transactions, including both corporate and sale and purchase transactions and has serviced over US$0.5 billion of vessels and loans on behalf of its clients.
The Fox Williams team on the transaction was led by Head of Corporate Richie Clark, corporate partner Guy Morgan and corporate associate Charlotte Eliasson, with assistance from corporate associate Hannah Sensecall, tax partner Emma Bailey and tax senior associate Shofiq Miah. Braemar was advised by CMS.
Richie Clark said, “We thoroughly enjoyed working with the entire NAVES team on such a dynamic and interesting multi-jurisdictional transaction, which has given the parties a strategic advantage in the maritime financial advisory market.”
Axel Siepmann, managing partner of NAVES, said, “We really appreciated the professionalism, sense-of-urgency and ability to focus on key issues of the entire Fox Williams team, which enabled us to implement a transaction, that was quite complex relative to the size of our company, quickly and quietly. This cooperative approach was essential to NAVES now forming the financial division within Braemar and as a basis for many successful years of working together.”