Case Nos: CL-2023-000206 and CL-2023-000207 - [2025] EWHC 1591 (Comm)

On 25 January 2016 Mr van Tuijl of DVB informed Chen Zeping of Owners that DVB had received a draft term sheet from Charterers. It appeared from the evidence that DVB negotiated with Charterers themselves in order to agree parameters within which they and Owners could then negotiate.

On 24 February 2016 Nick Blaauwendraad of Charterers and DVB sent Owners, and representatives of Charterers, a draft term sheet between Minsheng and Charterers. Under the term sheet, both DVB and Owners would grant a standstill period of three years (which term was pursuant to a request from Mr Garware of Charterers on 13 January 2016).

On 1 April 2016 Mr Seevinck of Charterers sent a letter to all Charterers’ creditors, including Owners and DVB, explaining that final restructuring terms had not been agreed and requesting a three-month standstill period under the Charterparties and other financial arrangements.

On 22 April 2016 Mr Seevinck sent a new restructuring proposal to all Charterers’ creditors. This proposal involved the Charterparties being novated to newly-created SPVs, a three-year standstill period, and other financial arrangements including the interest margin being reduced to 1%.

On 9 May 2016 there was an all-creditors meeting at DVB’s offices in Amsterdam to discuss the proposed restructuring. On 13 May 2016 Charterers circulated amended proposed terms pursuant to the meeting, including a two-year standstill period, and an interest margin of 2%.

On 20 May 2016 there was another all-creditors call, not attended by Owners, following which Martin Vis of DVB sent an email to Charterers saying ‘I think we can safely conclude that the attempt to come to a base agreement between all banks on margins and cash pooling etcetera has failed’.

On 11 July 2016 an email was sent by Mr Senanayake of DVB to Owners, proposing a discussion of Charterers’ latest proposals. It appears that this discussion went nowhere as the documents do not record any follow up. There was then a lull until Mr Sun of Owners met Mr Senanayake in Beijing on 9 November 2016. In an email to Mr Senanayake on 11 November 2016 Mr Sun recorded the terms on which Owners and DVB had agreed to make a proposal to Charterers. These terms included that the Charterparties would be novated to new SPVs, there would be a standstill until 31 Dec 2018, and an interest margin of 2%. On 16-17 November 2016 Mr Sun and Mr Senanayake continued to correspond regarding a draft term sheet, which Mr Senanayake then sent to Charterers.

On 14 December 2016 Mr Seevinck of Charterers replied to DVB and Owners with comments on the draft term sheet. The draft term sheet was marked ‘SUBJECT TO CONTRACT’ and recorded that following execution of the term sheet, the parties would execute legally binding documentation.