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Aegean Chapter 11: Mercuria counters Oaktree/Hartree proposal plan

Creditors enter agreement to avoid ‘potentially value destructive litigation in favor of global peace’.

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Aegean Marine Petroleum Network Inc. (Aegean) and Mercuria Energy Group Limited (Mercuria) have reached an agreement with the committee of creditors to implement a revised Restructuring Support Agreement (RSA), show legal documents submitted on 15 December, 2018.

Mercuria’s initial DIP financing scheme submitted on 6 November was bettered by an alternative proposal from Oaktree Capital Management, L.P. and Hartree Partners, L.P. which gained more than 50% support from Aegean’s stakeholders on 13 December.

“Meanwhile, [on 14 December] Mercuria submitted an improved proposal that delivers even greater value than the Initial Mercuria Proposal and the Oaktree / Hartree Proposal,” said Aegean legal documents.

“The Debtors and the Committee further engaged Mercuria in connection therewith.

“These negotiations culminated in the overnight negotiation and documentation of the RSA, which the Debtors believe to the best available option for providing their estates with the necessary liquidity to fund these chapter 11 cases, maximizing creditor recoveries, and positioning the Debtors for long-term success.”

The principal terms of the new RSA can be summarised as follows:

  • The Debtors will implement the restructuring transactions pursuant to a chapter 11 plan process.
  • Upon the effective date of the Plan, Mercuria will receive 100% of the common equity of Reorganized AMPNI in consideration for the cancellation of its claims under the DIP Financing Facilities and, if any, Secured Credit Facilities.
  • Mercuria will fund $40 million in cash on account of general unsecured creditor recoveries at AMPNI.
  • Holders of unsecured creditors at AMPNI that have executed the RSA prior to confirmation of the Plan will have the opportunity to participate pro rata in the initial $15 million funding of the Litigation Trust (the “Litigation Trust Loan”). Mercuria will backstop the Litigation Trust Loan to the extent not fully funded by holders of unsecured creditors at AMPNI.
  • General unsecured creditors at AMPNI will receive 100% of the initial proceeds from the Litigation Claims (after repayment of the Litigation Trust Loan plus $3 million), which will be transferred to and prosecuted by the Litigation Trust, until they receive Payment in Full on account of their allowed claims.
  • Holders of pre-petition AMPNI common equity will receive 100% of the residiual interests in the Litigation Claims once general unsecured creditors at AMPNI have received payment in full.
  • The RSA contemplates Unimpaired recoveries for (i) the lenders holding Secured Term Loan Claims and (ii) general unsecured creditors at the Debtors’ subsidiaries.
  • The Debtors will emerge from chapter 11 in the first half of 2019.

“In short, the RSA enables the parties to avoid months of highly contentious, potentially value destructive litigation in favor of global peace,” explains Aegean.

“The RSA contemplates mutual releases and exculpations with appropriate carve outs for the Litigation Claims to be transferred to the Litigation Trust.

“The Debtors believe that the RSA and related DIP financing provide the best available path forward for these chapter 11 cases and to maximize the value of their estates.

“For these reasons, the Debtors respectfully submit that entry into, and performance under, the RSA reflects a sound exercise of business judgment and should be approved.”

The Mercuria RSA is scheduled for approval by the United States Bankruptcy Court for the Southern District of New York on 14 January 2019.

A timeline organised list of events preceding the current development have been recorded by Manifold Times below:

Related: Aegean Chapter 11: NYSE delisting scheduled for December 3
RelatedAegean Chapter 11: U.S. Bankruptcy Court grants first day motions
RelatedAegean Chapter 11: Official committee of unsecured creditors appointed
RelatedAegean Chapter 11: Plan for 120-day sale process submitted to court
RelatedAegean Chapter 11: Bondholders object Mercuria’s $532 million DIP Facility
RelatedAegean Chapter 11: Creditor list shows exposure of 30 parties
RelatedAegean files for Chapter 11, Mercuria to be ‘stalking horse bidder’
RelatedAegean auditors alleges up to $300 million ‘misappropriated’
RelatedAegean: Forensic auditors target investigations on four companies
RelatedPresident of Aegean to leave, effective November 15
RelatedRumours: Alleged changes at Aegean’s management
RelatedMercuria starts ‘sole lender’ arrangement with Aegean
RelatedAegean establishes new management committee
RelatedMercuria bails Aegean out with $1 billion credit
RelatedOcean Intelligence comments on Aegean credit downgrade
RelatedAegean shares down 71%, to face legal investigations
RelatedAegean audit uncovers $200 million account discrepancy
RelatedAegean unfolds several business developments
RelatedAegean drops founder, elects new board members
RelatedAegean requests for ‘additional time’ to file annual report
RelatedAegean welcomes new Chief Financial Officer
RelatedLawsuit filed against Aegean’s H.E.C. acquisition
RelatedAegean to offer ‘one-stop-shop solution’ with H.E.C. acquisition
RelatedAegean in $367 million acquisition of port reception facilities services group
RelatedAegean shareholders ‘gravely concerned’ over board’s silence
RelatedShareholders nominate ‘highly qualified’ candidates to Aegean board
RelatedAegean Marine Petroleum Network under shareholder pressure

Published: 17 December, 2018
 

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Winding up

Singapore: DBS Bank submits court winding up application against AMS Marine

Bank is a creditor AMS Marine, part of the AMS Marine Group compromising of a sister firm in Malaysia.

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DBS Bank on 6 June submitted a winding up application to the High Court of the Republic of Singapore against Singapore-based AMS Marine Pte Ltd, according to a Government Gazette post on Friday (13 June).

The bank is a creditor AMS Marine, part of the AMS Marine Group compromising of a sister firm in Malaysia offering a full suite of engineering services encompassing piping, steelworks, and afloat repair to oil & gas vessels.

The winding up application is directed to be heard before the Judge sitting in the General Division of the High Court of the Republic of Singapore at 10.00 a.m. on 4 July 2025.

Any creditor or contributory of AMS Marine desiring to support or oppose the making of an order on the winding up application may appear at the time of hearing by himself or his counsel for that purpose.

A copy of the winding up application will be furnished to any creditor or contributory of AMS Marine requiring the copy of the winding up application by the undersigned on payment of the regulated charge for the same.

The Claimant’s address is 12 Marina Boulevard, Marina Bay Financial Centre Singapore 018982. The Claimant’s solicitors are Shook Lin & Bok LLP of 1 Robinson Road #18-00, AIA Tower, Singapore 048542.

Note: Any person who intends to appear on the hearing of the winding up application must serve on or send by post to the Claimant’s solicitors, notice in writing of his intention to do so. The notice must state the name and address of the person, or if a firm, the name and address of the firm, and must be signed by the person, firm, or his or their solicitor (if any) and must be served, or, if posted, must be sent by post in sufficient time to reach the abovenamed not later than 30 June 2025 (at least 3 clear working days before the day appointed for the hearing of the winding up application).

 

Photo credit: Manifold Times
Published: 16 June 2025

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Legal

Helmsman on Inter-Pacific Petroleum legal battle: When ignorance meets fraud

Lester Ho, Associate Director of law firm Helmsman shared his timely key takeaways on the recent case of Goh Jin Hian against defunct Singapore bunker supplier Inter-Pacific Petroleum.

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Lester Ho Helmsman

Lester Ho, Associate Director of multi-disciplinary law firm Helmsman LLC shared his timely key takeaways on the recent case of Goh Jin Hian v Inter-Pacific Petroleum when the Appellate Division of the High Court in Singapore overturned the High Court’s finding that Mr Goh’s breach had caused IPP to incur the losses:

The collapse of a company often prompts a search for blame, especially where the downfall stems from deliberate misconduct such as fraud that appears avoidable in hindsight. Unsurprisingly, a company’s directors are frequently perceived as the root of the problem and become prime suspects in the inevitable witch hunt for accountability. The recent case of Goh Jin Hian v Inter-Pacific Petroleum Pte Ltd (in liquidation) [2025] SGHC(A) 7 is a timely reminder of a director’s duties as well as the legal risks in the event of breach.

The downfall of Inter-Pacific Petroleum Pte Ltd (“IPP”) is well-documented. The Maritime Port Authority of Singapore suspended IPP’s bunker craft operator licence after discovering that the mass flow meter of a bunker tanker chartered by IPP had been tampered with. Concerns raised by IPP’s banks in relation to its business led its non-executive director, Mr Goh Jin Hian, to discover that it was heavily indebted to the banks. It was also discovered that the facilities had been used on sham sale and purchase transactions.

IPP was subsequently placed in compulsory liquidation, and Mr Goh was sued for breach of his director’s duties. It was alleged that the sham transactions could have been prevented had Mr Goh discharged his duties and that he was therefore responsible for IPP’s losses. At first instance, the High Court found that Mr Goh had breached his duty of care and ordered him to compensate IPP for approximately US$146 million in losses (Inter-Pacific Petroleum Pte Ltd (in liquidation) v Goh Jin Hian [2024] SGHC 178). Among other things, the High Court found that Mr Goh was in breach because he was entirely ignorant of IPP’s cargo trading business.

The Appellate Division of the High Court upheld the finding that Mr Goh had breached his duty for having been unaware of IPP’s cargo trading business. However, it overturned the High Court’s finding that Mr Goh’s breach had caused IPP to incur the losses. The Appellate Division found that IPP failed to prove that Mr Goh would have uncovered the sham transactions even if he had discharged his duty. Accordingly, Mr Goh was absolved of his liability to compensate IPP.

There are two broad takeaways from the decision.

The first takeaway is that every director, both executive and non-executive, is held to a minimum standard of care. This standard requires directors to take reasonable steps to put themselves in a position where they can guide and monitor the management of the company. Put simply, ignorance of a company’s business is no defence, even for non-executive directors that are not involved in everyday operations. Accordingly, although Mr Goh was a non-executive director, the fact that he was unaware that IPP was carrying on the business of cargo trading meant that he was in breach of his duties.

It may be surprising that a director could be entirely unaware of an important part of a company’s business. But the reality is that modern day companies have become commercial behemoths with complex and layered operations that makes it all too easy for directors (especially non-executive directors) to delegate oversight over critical business decisions and lose visibility of what their companies do. It is therefore important for directors, regardless of their formal titles, to ensure that there is a robust chain of reporting and command such that they have sufficient knowledge of the company’s operations to discharge their duties.

The second is that, while the law imposes high standards on directors, it does not demand unrealistic standards. As noted, the Appellate Division accepted that Mr Goh had breached his duties for having been unaware of IPP’s cargo trading business. However, it was not persuaded that, even if Mr Goh had discharged his duties and had been properly informed of IPP’s activities, the sham transactions could have been prevented. IPP was affected by what the Appellate Division considered a “deep-seated fraud” that had gone undetected even by IPP’s auditors. In the circumstances, it was far from clear that Mr Goh could have prevented the loss even if he had discharged his duty.

However, just because the law does not expect directors to be superhuman does mean that directors can afford to be complacent. Directors would still do well to take reasonable and diligent steps to ensure that they have a good grasp of the company’s operations and engage competent professionals (e.g., auditors) to help surface risks that they may otherwise miss. In a sense, Mr Goh avoided liability not because his breach was minor, but because the extent of the fraud perpetrated meant that the gravity of his breach cannot be said to have caused the loss. In other words, a less sophisticated or extensive fraud might have yielded a drastically different outcome – directors should take heed.

A timeline organised list of events preceding the current development of Inter-Pacific Petroleum has been recorded by Manifold Times below:

Related: Singapore: Ex-Director of Inter-Pacific Petroleum wins appeal against former company

Related: Singapore: Ex-Director of Inter-Pacific Petroleum appeals High Court decision
Related: Singapore: Former auditors of Inter-Pacific Petroleum undergo private oral examination at court
Related: Singapore: Civil trial between Inter-Pacific Petroleum and Dr Goh Jin Hian begins
Related: Former Singapore Director of Inter-Pacific Petroleum sued for USD 156 million
Related: Inter-Pacific Petroleum creditors authorised to fund lawsuit against former Director
Related: New Silkroutes under investigation over possible breach of Securities and Futures Act
Related: Judicial Managers considering to take former Singapore Director of Inter-Pacific Petroleum to court
Related: Singapore: Inter-Pacific Group receives winding up order from High Court
Related: Singapore: Inter-Pacific Group files for winding up application at High Court
Related: MPA revokes Inter-Pacific Petroleum Pte Ltd bunker supplier licence
Related: Co-heads of Trade and Commodities Finance for Asia-Pacific leave SocGen
Related: Inter-Pacific Group, Inter-Pacific Petroleum to hold creditors’ meet
Related: NewOcean detains Singapore-flagged bunker tanker “Pacific Energy 28”
Related: SocGen lawsuit against NewOcean Petroleum dropped, party to counterclaim
Related: MPA revokes Inter-Pacific Petroleum bunker craft operator licence
Related: Magnets on MFMs: Trial starts for former bunker clerk of “Consort Justice
Related: First suspect charged over MFM tampering in landmark case
Related: With nearly $180 million of debt, IPP proposes interim judicial management
Related: Inter-Pacific Group, Inter-Pacific Petroleum under judicial management
Related: Magnets on MFMs: “Consort Justice” crew pleads ‘not guilty’ to tampering charge
Related: IPP responds to temporary suspension of bunker craft operator licence
Related: MPA temporarily suspends IPP bunker craft operator licence
Related: Singapore: Bunker Cargo officer, crew face charges over alleged MFM tampering

 

Photo credit: Helmsman
Published: 13 June, 2025

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Biofuel

BIMCO subcommittee launched to develop bio bunker fuel clause for time charters

Newly formed subcommittee marks a proactive step toward addressing legal and operational challenges posed by the growing use of biofuels in shipping.

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International shipping association BIMCO on Wednesday (4 June) launched a new subcommittee to develop a Biofuel Clause for Time Charter Parties, marking a proactive step toward addressing the legal and operational challenges posed by the growing use of biofuels in shipping. 

With regulatory frameworks like the EU ETS, FuelEU Maritime, and the upcoming IMO Net-zero Framework measures reshaping fuel strategies, biofuels are becoming an increasingly attractive option for reducing emissions. Yet, their integration into charter agreements remains complex, often raising questions around fuel quality, engine compatibility, and liability. 

The newly formed subcommittee, comprising shipowners, charterers, P&I representatives and technical experts, met for the first time on 7 April 2025. Its work will focus on defining the scope and standards for biofuels, clarifying how they may be supplied and handled, and ensuring that their use aligns with performance expectations and regulatory obligations. 

The clause will also consider the practical realities of biofuel use, such as blending with conventional fuels, onboard storage, and the implications for speed and consumption warranties. By addressing these issues, BIMCO aims to provide a flexible yet robust contractual solution that supports compliance without compromising vessel reliability. 

A draft clause is expected to be presented at BIMCO’s Documentary Committee meeting in October 2025. Once adopted, it will offer much-needed clarity for charterers and owners navigating the transition to low-carbon operations.

Related: BIMCO adopts FuelEU Maritime clause for charter parties

 

Photo credit: BIMCO
Published: 9 June, 2025

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