Part ofOffshore Wind Webinar Week8-12 June 2020

Bringing European experience to the US Offshore Wind market –exploring partnerships11 June 2020 • 16:00-16:45 BST

Presentation & sponsor documentsPage 2: Charlie Papavizas, Winston & Strawn Page 8: Cameron Dunn, ArupPage 17: Håkon L. Vevang, Edda WindPage 26: Ian Baylis, Seacat Services Page 30: Winston & Strawn corporate literature

Sponsored by

© 2020 Winston & Strawn LLP

Joint Ventures in the Jones Act Market June 11, 2020

Charlie Papavizas

Chair, Maritime Practice Group

cpapavizas@winston.com

+1 202-282-5732

2© 2020 Winston & Strawn LLP

1. Setting the Table• European companies have offshore wind expertise.

• U.S. companies have experience in U.S. waters – but not with offshore wind farms.

• Therefore, the U.S. offshore wind market presents the perfect opportunity for U.S./European joint ventures.

• However, the U.S. Jones Act restricts certain activities in U.S. waters to U.S.-flag vessels owned and operated by U.S. citizens.

• Any European-U.S. jv that is formed to own or operate Jones Act vessels will have to comply with these U.S. citizenship requirements.

3© 2020 Winston & Strawn LLP

2. Basic Jones Act Citizenship Requirements

• U.S.-registered vessels U.S. built qualify for the Jones Act if owned and operated by a “U.S. citizen.”

• Citizenship qualification varies by type of business entity. For a corporation --• U.S. organized (e.g. Delaware);

• Have U.S. citizen CEO and Board Chairman;

• No more than a minority of the Board of Directors may be non-citizens; and

• At least 75% of the equity must be owned by similarly qualified citizens.

• This citizenship test is intended to be rigorous and the equity test flows through intermediate owners to the ultimate beneficial owners.

4© 2020 Winston & Strawn LLP

3. Certain European-U.S. JV Tools

• A tiered equity structure would permit non-citizens to own up to 49.9% of a Jones Act company in the aggregate.

• The citizenship test generally disregards debt, including vessel mortgages, as well as future equity like warrants/options.

• The citizenship test applies to vessels and not vessel-related businesses like terminals, equipment etc.

• Certain technical management arrangements with non-citizens are permitted as well as unanimous consent rights.

• There is a narrow exception for foreign lease financing of vessels.

5© 2020 Winston & Strawn LLP

4. Cautionary Note

• The concept of non-citizen control is a vague one and should be approached with caution in any European-U.S. joint venture – don’t overload the camel’s back!

• It is possible to approach the U.S. Coast Guard and the U.S. Maritime Administration, which have separate but overlapping citizenship responsibilities, in advance to get their citizenship blessing.

• Because so few precedents are public, it pays to have experienced citizenship counsel involved.

6© 2020 Winston & Strawn LLP

5. Questions

• Happy to take questions now or later

US Foundations

Cameron DunnAssociate | Energy Infrastructure Leader

Cameron.Dunn@arup.com

June 2020

OWJ – WebinarBringing European Experience to the US Offshore Wind Market –Exploring Partnerships

Arup.comArup is a 16,000 employee owned engineering design and advisory firm, providing our serviced to over 50 offshore wind projects and 15GW of offshore wind development since 2001.

Structural and foundation design specialists

Extensive structural, geotechnical and civil engineering capabilities

Ports and maritime expertise

Planning and consultation

Technical due diligence and transaction advice

Risk management consulting

Program and project management

Advanced digital engineering

3

Forecast of Foundations - OSS

• 10 year pipeline of 1700 foundations

• 17 Offshore Substation Platforms

• Based on 18GW by 2030University of Delaware 2019 Supply Chain study

• Study shows the aggressive targets of contracting ~200 foundations per year for next 5 years.

4

Type of Foundations for NE

5

Current Foundation / Platform Plans?

Jones Act:Will be in play for Wind Development, and must be considered.

Dominion Energy Pilot Project: reported installation May 2020

• Monopiles for Turbines and Jackets for OSS

- Current plans have nearly all the foundation hardware coming from Europe

• Studies and work on use of GBS and Jackets for some areas

6

• Ports and Fabrication Facilities- Perhaps the biggest challenge

• Trained Marine Labor- Specialized welding, coatings and working offshore

• If built in US – Jones Act ferry fleet or installation vessels- Challenge to generate the business cases for investment

What is needed to have Foundation Supplied by US?

7

• There are nearer term opportunities for OSS with respect to the US.• Gulf Suppliers could participate more directly in the OSS fabrications• OSS could be assembled or commissioned in available Port – Marine

space along the East Coast • Represents the best nearer term opportunities for Foundations supply

chain for the US offshore wind industry.

Offshore Substation from US?

8

• The potential to leapfrog ahead and invest in MP facilities now?

• State by State benefits?• Should the US supply chain focus on offshore or onshore

opportunities for Wind developments?

Closing thoughts….

Thank you

Introducing Edda Wind

10th June 2020

Edda Wind

Introduction to Østensjø RederiTrusted provider of integrated marine services

2

Offshore Oil & Gas

Accommodation

Towage Services

Four business segments

Key financials for the group

Offshore Wind

• Fully integrated offshore marine service provider and vessel owner founded in 1974 by current owner, Johannes Østensjø

• 40+ year track record of industry leading innovation and operational excellence

• Employs ~500 people and operates a fleet of 31x vessels within its four business segments:

− Offshore Wind

− Offshore Oil & Gas

− Offshore Accommodation

− Towage Services

• The company is headquartered in Haugesund, Norway with regional offices in the UK, Norway and Malta

Østensjø Rederi at a glance

Headquarter

Regional office

2x vessels

8x vessels

1x vessels

20x vessels

EURm 2015 2016 2017 2018 2019

Revenues 136 75 134 104 118

EBITDA 70 12 46 25 43

Net profit 36 -50 2 -31 -3

Sum assets 589 650 724 706 672

Sum equity 339 318 332 302 301

Equity ratio 58 % 49 % 46 % 43 % 45 %

EBITDA-margin 51 % 17 % 35 % 24 % 36 %

0 2 4 6 8 10

Number of vessels

SOV CSOV SOV (on order) CSOV (on order)

Edda Wind to become market leading SOV and CSOV vessel providerEdda Wind fleet size vs competitors

SOV and CSOV vessel providers Comments and definitions

• Offshore wind SOV/CSOVs is a growing vessel segment purpose built to serve the offshore wind market

• Specialized tonnage designed to perform necessary support services throughout the offshore wind farm lifecycle

− Crew accommodation, transfer and transport

− Equipment storage, transfer and transport

− Support for smaller crew transfer vessels (CTV)

• SOV and CSOV are segmented based on accommodation capacity

− SOV: up to 60 persons including 40+ technicians

− CSOV: 60-120 persons including 60-95 technicians

Note: While SOVs and CSOVs are designed for the O&M and Commissioning segments, respectively, some CSOVs also work on O&M contractsSource: Clarksons Research Services Ltd. 3

Edda Wind will be a leading provider of offshore wind SOVs and CSOVs with the second largest

fleet in the industry post transaction

Edda Wind

Relevant company capabilities for US SOV

PRODUCT / SERVICE

• XX • Vessel design

ØSTENSJØ FOSS

• Vessel engineering

• Shipyard management

• Operate vessel

• XX • XX • Selecting a shipyard

• XX • XX • XX

• XX • XX • XX

• XX • No involvement • Maintenance and repair

SOV design

Operations, safety & compliance

Maintenance & repair

Local vessel support

Customer relationship and

experience management

Ship construction

Foss Maritime LLC and Edda Wind value proposition for US SOV market

Reliable, stable and established organization with

45 years of experience in the industry

Family-owned structure

Strong relationships with European developers

Access to financing options

Well-experienced in the renewable market

Proven SOV design and operations management

In-house fleet engineering and ship construction

Edda Wind

Reliable and trustworthy organization with a 130

years track record in the industry

Family owned business structure

Best-in-class safety standards

Ability to finance (both internal and external options)

Experienced project management

In-house fleet engineering and ship construction

Ship construction experience in many US ship yards

Jones Act compliant

FOSS

• There are considerable synergies in creating a strategic partnership

• Combining capabilities can create a first-mover advantage and a leading position

• Østensjø Rederi AS and Foss can collaboratively reduce risks of entering the US renewable market and create a desirable value proposition

Conclusion

• Complimentary capabilities

• Cultural fit

• Common goal

• Trust

Conditions for successful partnership

• Construction cost 80-125% above European levels

• Crew and opex significantly above European levels

• Jones Act

Investment in US market

• Significant risk

• Illiquid market

• Right partner essential both for European and US companies

Conclusion

Thank you for your attentionwww.eddawind.no

SEACATSERVICES

Bringing European Experience to the US Offshore Sector

Ian Baylis, Managing Director

SEACATSERVICES SEACAT SERVICES & ATLANTIC WIND TRANSFERS

SEACATSERVICES BUILDING CTV’s IN THE UNITED STATES

SEACATSERVICES

Thank you for listening!

Attorney advertising materials – © 2020 Winston & Strawn LLP

Maritime Practice

Winston & Strawn’s cross-practice maritime team understands the challenges involved in doing business and navigating the complex issues of the maritime industry. By representing a diverse mix of industry participants—vessel owners and operators, shippers, logistics providers, port operators, financial institutions, private equity investors—our attorneys have gained a deep understanding of the issues facing our clients.

Jones Act, Regulatory & Legislative

• Offshore projects, foreign investments in Jones Act vessels and qualified companies, construction and rebuilding of Jones-qualified vessels and U.S. citizenship compliance

• Exemptions, waivers and/or legislated changes to the Jones Act

• Advocacy before U.S. Coast Guard, Customs and Border Protection, U.S. Maritime Administration, U.S. Congress

• Cargo preference, ocean dumping, oil pollution, vessel documentation/ship mortgage changes, Navy, Coast Guard, and Maritime Administration funding

• Shipping and merchant marine acts, IMO regulations, U.S. Coast Guard port state control regulations, exceptions to the U.S. coastwise laws

Litigation & Investigations

• Disputes before the Federal Maritime Commission, Government Accountability Office, U.S. Court of Federal Claims, U.S. Coast Guard, U.S. Maritime Administration, U.S. Customs and Border Protection, Department of Justice, and Department of Transportation

• White collar defense and investigations

• False claims litigation

• Breach of contract and other commercial disputes

• Product liability litigation

• Toxic tort

• Class action litigation

• Mediation and arbitration

Transactions, Bankruptcy, Workouts & Financial Restructuring

• Jones Act financings

• Transactions involving U.S.-flag vessels

• Ship construction contracts, ship management agreements, vessel charters, loan agreements, vessel mortgages, vessel sales, shipbuilding agreements and contracts of affreightment

• U.S. government’s Title XI guarantee and Capital Construction Fund programs

• Vessel financings and purchases, M&A transactions, capital markets transactions, tax equity financings, IPOs and other offerings involving senior and subordinated debt and equity hybrids

• Restructurings, Chapter 11 cases, vessel loan workouts, vessel scrapping, insolvency matters

Environmental and Energy Compliance & Counseling

• Civil and criminal matters relating to pollution from vessels

• Matters involving the Oil Pollution Act of 1990, Clean Water Act, Ocean Dumping Act, the Act to Prevent Pollution from Ships/MARPOL, Clean Air Act, Refuse Act

• Counseling, financing, and development related to high-profile offshore wind projects

• Internal corporate compliance investigations, audits and due diligence

• Development of environmental handbooks and other corporate compliance materials

• Strategic planning for environmental compliance

Government Contracts

• Analysis of government solicitations and bid packages and preparation of successful proposals

• Bid protests, resolution of contract disputes and performance issues, and prosecution of contract claims

• Overseas contract issues, such as direct and foreign military sales, export restrictions, allowability of foreign sales costs, security restrictions

• Matters involving the U.S. Navy Military Sealift Command, U.S. Transportation Command, Surface Deployment and Distribution Command, U.S. Coast Guard, U.S. Maritime Administration, Defense Logistics Agency

• Public/private partnerships, privatization projects, Cooperative Agreements, Cooperative Research and Development Agreements (CRADAs), and government grants

International Trade

• Anti-corruption/anti-bribery laws and regulations

• Sanctions and embargoed countries

• Export control regulations

• Customs compliance

• Reviews by the Committee on Foreign Investment in the United States (CFIUS)

• Anti-boycott regulations

Labor & Employment, Employee Benefits & Executive Compensation

• Discrimination, harassment, retaliation & wrongful termination litigation

• Traditional labor law

• Employment law advice, counseling & training

• Unfair competition, restrictive covenants and trade secrets

• Wage and hour compliance & litigation

• Executive compensation plans and agreements

• Health and welfare benefits

• Qualified retirement plans

Charlie PapavizasChair, Maritime PracticePartner, Washington D.C. cpapaviz@winston.com■ ■ ■ ■ ■

Ben BrutonPartner, London bbruton@winston.com■

Bryant GardnerPartner, Washington D.C. bgardner@winston.com■ ■ ■ ■ ■ ■

David GillespiePartner, New York dgillespie@winston.com■

Carrie HardmanPartner, New Yorkchardman@winston.com■ ■

Bill MiossiPartner, Washington, DCwmiossi@winston.com■ ■

Christopher MonahanPartner, Washington D.C. cmonahan@winston.com■ ■

Peter MorganPartner, New York pmorgan@winston.com■

Jim NyePartner, Houston jnye@winston.com■

David RogersManaging Partner, Washington D.C. drogers@winston.com■ ■

Cari StinebowerPartner, Washington D.C. cstinebower@winston.com■ ■

Alison WealPartner, London aweal@winston.com■

Terence WongPartner, Hong Kong twong@winston.com■

Jennifer MorganOf Counsel, Los Angeles jamorgan@winston.com■

Lisa HatfieldAssociate, London lhatfield@winston.com■

Sean KellyAssociate, New York skelly@winston.com■

Imad KhanAssociate, Houston ikhan@winston.com■

Amanda SimpsonAssociate, New York asimpson@winston.com■

Allison SkopecAssociate, New York askopec@winston.com■ ■ ■ ■ ■

James TurnerAssociate, London jmturner@winston.com■

Heather Elizabeth SaydahPractice Attorney, New York hsaydah@winston.com■ ■

Alexandra Solórzano International Trade Specialist, New York asolorzano@winston.com■

Maritime Team

© 2020 Winston & Strawn LLP

■ Jones Act, Regulatory & Legislative■ Litigation & Investigations■ Transactions, Bankruptcy,

Workouts & Financial Restructuring

■ Government Contracts■ Environmental and Energy Compliance & Counseling■ International Trade, Customs & Export Controls

■ Labor & Employment. Employee Benefits & Executive Compensation

Maritime Fed Watch

winston.com

Global Trade & Foreign Policy

Insights

winston.com