Port of LA

8. RESOLUTION NO. ____________ - CONSENT TO THE TRANSFER OF 51 PERCENT\nOF THE AGGREGATE DIRECT AND INDIRECT OWNERSHIP INTERESTS OF\nTRAPAC, LLC - PERMIT NO. 881 FROM MITSUI O.S.K. LINES, LTD., A JAPANESE\nCORPORATION, TO UNITED PACIFIC PORTS B (UK) LTD., A UNITED KINGDOM\nPRIVATE LIMITED COMPANY; AND APPROVE GUARANTEES FROM OCEAN\nNETWORK EXPRESS HOLDINGS, LTD. AND OCEAN NETWORK EXPRESS PTE.\nLTD.\nSummary: Staff requests the Board of Harbor Commissioners (Board) i) consent to the transfer\nof 51 percent of the aggregate of the direct and indirect ownership interests in TraPac, LLC\n(TraPac), a tenant of the City of Los Angeles Harbor Department (Harbor Department) under\nPermit No. 881 (Permit); and ii) approve termination of the existing guaranty provided by Mitsui\nO.S.K. Lines, Ltd. (MOL) in favor of new guarantees furnished by Ocean Network Express\nHoldings, Ltd. and Ocean Network Express Pte. Ltd. Currently, TraPac is 100 percent owned by\nInternational Transportation, Inc. (ITI) (to be renamed TraPac Holdings, LLC), which is 100\npercent owned by Mitsui O.S.K. Lines, Ltd. (MOL). Under this proposed transfer, United Pacific\nPorts B (UK) Ltd. (UPP), a wholly owned subsidiary of Ocean Network Express Pte. Ltd. would\nacquire 51 percent indirect ownership in TraPac via a 77.8 percent ownership interest in ITI.\nThere is a separate but related item also subject to the Harbor Department’s consent concerning\nthe remaining 49 percent interest in TraPac. If both items are approved, Ocean Network Express\nPte. Ltd through its subsidiary UPP would own 51 percent of TraPac and the Macquarie\nInfrastructure Partners Inc.(MIP)-controlled funds or investment vehicles (i.e. Skipjack entities)\nwill hold, in the aggregate, the remaining 49 percent direct and/or indirect equity interest in\nTraPac. No changes will be made to the Permit or terminal operations under this action.\nRecommendation: Board resolve to (1) find that the Director of Environmental Management has\ndetermined that the proposed action is administratively exempt from the requirements of the\nCalifornia Environmental Quality Act (CEQA) under Article II Section 2(f) of the Los Angeles City\nCEQA Guidelines; (2) approve and consent to the transfer of 77.8 percent of the ownership of\nInternational Transportation, Inc. from Mitsui O.S.K. Lines, Ltd. to United Pacific Ports B (UK)\nLtd., a United Kingdom Private Limited Company; (3) approve the guarantees furnished by\nOcean Network Express Holdings, Ltd. and Ocean Network Express Pte. Ltd.; (4) approve the\ntermination of the existing guaranty furnished by Mitsui O.S.K. Lines, Ltd., subject to both Ocean\nNetwork Express Holdings, Ltd. and Ocean Network Express Pte. Ltd. furnishing guarantees on\nor before the termination of the existing guarantee furnished by Mitsui O.S.K. Lines, Ltd.; (5)\ndirect the Board Secretary to transmit to City Council pursuant to Section 606 i) the consent to\nthe transfer of 77.8 percent of the ownership of International Transportation, Inc. from Mitsui\nO.S.K. Lines, Ltd. to United Pacific Ports B (UK) Ltd., a United Kingdom Private Limited\nCompany; and ii) related items concerning the guarantees from Mitsui O.S.K. Lines, Ltd., Ocean\nExpress Holdings, Ltd. and Ocean Network Express Pte. Ltd.;\nSPECIAL MEETING AGENDA\n8. (Continued)\n(6) authorize the Executive Director to execute and the Board Secretary to attest to any\ninstruments necessary to terminate the guaranty furnished by Mitsui O.S.K. Lines, Ltd.; and (7)\nadopt Resolution No.____________.\nSPECIAL MEETING AGENDA\nCargo & Industrial Real Estate