August 6, 2026:
The dispute, which was first disclosed in Odfjell’s 2024 3Q report and further detailed in a notification published on December 23 the same year, concerned debt levels and dividends at OTUS. The ruling was issued Thursday, August 6, 2026 local time:
The Delaware Court of Chancery ruled in Odfjell’s favor on all counts, confirming the position Odfjell has maintained throughout the dispute. The Court found that Odfjell was not obliged to support additional borrowing by OTUS to fund shareholder dividends and observed that such borrowing does not benefit OTUS itself.
The dispute has not affected the day-to-day operations of OTUS; throughout the process, the OTUS organization and leadership have continued to ensure safe and reliable operations, deliver premium service to our customers, and develop the business.
Odfjell has today a 51% ownership share in OTUS and remains a committed long-term owner, focused on preserving its operational and financial strength and supporting its continued growth.
December 23, 2024:
As described in the Third Quarter Report dated November 5, 2024, there is a disagreement between Odfjell Terminals US Holding AS (a wholly owned subsidiary of Odfjell SE) and its JV Partner in OTUS, NCP US Terminals LP (Northleaf) regarding leverage levels. The disagreement mainly relates to Northleaf’s insistence on excessively leveraging OTUS. Odfjell firmly rejects this position, as it believes such actions are detrimental to the long-term interests of the OTUS.
The parties have not been able to find an amicable solution to this disagreement, and the matter was referred to mediation pursuant to the terms of the LLC Agreement. Such mediation took place last week, without success. Odfjell remains committed to resolving this matter constructively through negotiations, but to protect the company’s interest, Odfjell has today filed a complaint for judicial relief for the courts of the State of Delaware.
Contact:
Adrian Lenning, Managing Director, Terminals
Tel: +47 913 85 303
E-mail: adrian.lenning@odfjell.com
