The sale of 24 feeder containerships financed by Nord/LB has become embroiled in a dispute between shareholders of a Maltese company co-owned by Vroon and Marsoft International.

Potential hurdles to the sale include an injunction issued by a Maltese court that prohibits the Dutch owner and its employees from unilateral actions that may lead to the sale of the fleet.

The development comes amid complaints over a lack of transparency regarding the touted sale of the MAX vessels by ship lender Nord/LB, some of which have in recent days found their way into the fleet of Sinokor Merchant Marine.

TradeWinds understands that there are several legal disputes between Vroon and Norway’s Marsoft International, which teamed up in 2015 as 50/50 shareholders in the Maltese-registered BalticMax Holding Company (BHC).

BHC holds 100% of the shares in BalticMax Acquisition Company One (AC1), which owns the special purpose companies that have 24 of the feeder containerships with the MAX prefix.

In a letter to TradeWinds, AC1 director Arlie Sterling points out that the Maltese companies were established as a vehicle to refinance a portfolio of non-performing loans held at the time by Bremer Landesbank (BLB).

That loan portfolio — estimated to be about $500m at the time against a fleet value of only half that figure — was subsequently acquired by Nord/LB.

“NordLB’s has alleged that its loans are in default; that allegation is disputed,” Sterling says.

He adds that Marsoft presented to BLB and investors in 2015 with “an outlook and strategy to invest in the recovery in the container feeder market that has materialised in 2018”.

But he adds that disposal of the fleet has to be approved by BHC’s shareholders.

“No such approval has been requested by the board, nor has it been granted by the shareholders,” Sterling says.

Communications between the two groups have collapsed and Sterling writes that there has been no communication between Sinokor and the board of AC1. He adds that Nord/LB and Vroon have refused, despite repeated requests, to provide any documentation regarding the purported sale.

Sterling says that the AC1 board has confirmed to Nord/LB “that it is prepared to cooperate in an open and fair process to sell the fleet”.

The bank declined to comment.

Outstanding debt

TradeWinds understands the amount of senior debt on 24 vessels owed to Nord/LB is around $138m and subordinate debt is around $20m. That should be recoverable given the improving market, say analysts.

But Sterling adds that the AC1 board “has expressed its concern that a sale attempted without its authorisation will damage the fleet’s value”.

Vroon has distanced the sale of the MAX vessels from its ongoing financial restructuring.

On its website, the Dutch owner pointed out that the 32 MAX vessels with capacity of 698 teu to 1,700 teu were commercially managed as part of “warehousing structures” for the German bank.

Originally, all 32 were included in the BalticMax deal, but financing concerns led to just 24 ships being transferred to the Malta company.

So far, just three of the MAX-ships appear to have found their way into the Sinokor fleet.

Sinokor ships

They are the 698-teu Pacific Singapore (ex-Max Peak, built 2008), 866-teu Pacific Geneva (ex-Max Limit, built 2004) and 724-teu Pacific Monaco (ex-Max Strength, built 2007).

“Whether more of the vessels of the warehousing structure will be sold, when or to whom, remains to be confirmed,” says Vroon. “These warehousing structures do not form part of the ongoing restructuring process between Vroon and its lenders.”

Vroon chief executive Herman Marks declined to comment.