RLPC-Canadian pension fund OMERS to buy V. Ships

* OMERS expected to pay around $500m - source

* Charterhouse failed to agree a deal - source

* Deal expected to be financed with leveraged loans

By Claire Ruckin

LONDON, July 14 (Reuters) - Canadian pension fund Ontario Municipal Employees Retirement Scheme (OMERS) is set to buy V. Ships, one of the world's biggest ship managers, for about $500 million, a person familiar with the matter said on Thursday.

Private equity firm Exponent agreed the sale to OMERS, which could be completed by the end of next week, after talks with Charterhouse Capital Partners broke down, the person said.

OMERS was not immediately available for comment.

The Canadian pension fund was in the original auction for V.ships along with Cinven, Permira and Charterhouse.

Charterhouse and Exponent failed to agree the sale after Charterhouse revised its offer and linked part of the payment to the future performance of V.Ships by adding an 'earn out' clause. Exponent preferred an all-cash offer, the person said.

OMERS' purchase of V.Ships is expected to be financed with leveraged loans. Royal Bank of Canada is close to the deal, banking sources said. Lazard is advising Exponent.

HSBC and Citigroup were leading the financing backing Charterhouse's bid, several sources said.

Exponent bought V.Ships with management in 2007 backed by $267 million of debt according to Thomson Reuters LPC data.

This included a $180 million, eight-year term loan B; a $60 million, seven-year acquisition facility; and a $27 million, seven-year revolving credit facility.

Under Exponent's ownership, V.Ships has completed three acquisitions including Norway-based engineering consultancy business RC Consulting in 2007, Dubai-based International Tanker Management in 2009 and Singapore-based underwater engineering company Maritime Underwater Maintenance and Services in 2010.

Formed in 1984, V.Ships is a leading supplier of independent management and related marine services to the global shipping industry.

The Glasgow-headquartered company supplies services to a fleet of over 1000 vessels and manages a crew roster of 24,000 staff. (Reporting by Claire Ruckin, edited by Tessa Walsh and Erica Billingham)