This was a complex offering of $250 million of 2.875% Convertible Senior Notes for OMI Corporation, a large, global shipping company.  It had a fleet of 40+ Suezmax, Panamax and other tankers, each held by separate Marshall Islands company subsidiaries. Jefferies & Company Inc. were the underwriters, the Depository Trust Company acted as depository and clearing agent; HSBC Bank as Trustee under the Indenture, custodian, conversion agent and paying agent.

Specific responsibilities included:

• Liaising directly with the Board of Directors on many issues, acting as special advisor to the Board of Directors at a number of meetings, acting as Company Secretary at a number of Board of Director meetings, preparing and circulating summary reports, minutes of meetings, resolutions and other corporate governance documents;

• Advising on road show material and book building;

• Drafting and negotiating preliminary and final offering circulars and the purchase agreement;

• Coordinating securities depository and clearing arrangements with The Depository Trust Company (DTC), the world’s largest depository;

• Drafting and negotiating legal opinion from the Company with respect to corporate governance documentation, due authorisation and good standing;

• Drafting and negotiating legal opinion from outside legal counsel with respect to securities laws compliance, investment company regulations compliance and anti-fraud compliance;

• Negotiating with HSBC Bank as Trustee under the Indenture as well as registrar, conversion agent and paying agent;

• Advising on U.S. securities matters;

• Negotiating with investors.

This project then expanded into a Subsequent Resale.

Specific responsibilities included:

• Liaising directly with the Board of Directors on many issues, acting as special advisor to the Board of Directors at a number of meetings, acting as Company Secretary at a number of Board of Director meetings, preparing and circulating summary reports, minutes of meetings, resolutions and other corporate governance documents;

• Drafting and negotiating preliminary and final resale offering prospectus;

• Preparing resale and tradable market for securities held by approximately 70 institutions – many pension funds and insurance companies from Switzerland, Germany and elsewhere in Europe, U.S. and other countries, including such companies as Allstate Insurance Company, Beamtensversicherungskasse des Kantons Zurich (public health fund of Zurich), DaimlerChrysler Corp. Pension Plan, Fidelity Financial Trust, ING Convertible Fund, National Bank of Canada, GE Pension Trust, Northwestern Mutual Life Insurance Company, Transamerica Life Insurance and Annuities Company, Viacom Pension Plan and others.