bermuda corporate practice group 2014 year in review · 2019. 9. 12. · 2014 year in review...
TRANSCRIPT
BERMUDA CORPORATE PRACTICE GROUP 2014 yEAR In REvIEw
bermuda british virgin islands cayman islands dubai hong kong london mauritius singapore / conyersdill.com
offshore law firm of the year
Consistent with the Firm’s global success, our Bermuda Corporate
Practice was universally classified as top tier or leading by all of the
major international law firm directories last year. Of particular note,
David Cooke and Graham Collis were recognised as elite Band 1
practitioners by Chambers & Partners.
The Bermuda Corporate Practice experienced a marked increase in
transactional work in 2014. This was perhaps a reflection of the over
10% increase in the number of Bermuda companies that were
incorporated in 2014. Bermuda company incorporations have now
increased almost 30% over the past two years and have returned to
their highest level since 2008. The increase in “big-ticket” transac-
tional work was led by IPO and securitization matters. Over the past
year, Conyers advised all new Bermuda company issuers on listings
on the NYSE, Nasdaq and Oslo Stock Exchange. We also advised on
award winning asset- backed securitizations raising US$2.4 billion in
aggregate. This represents a significant increase on the approximate
US$1 billion raised in securitization deals we advised on in 2013.
Moreover, 2014 was a year in which Bermuda consolidated its
position as one of the world’s leading jurisdictions for insurance.
Conyers advised on the registrations of 43% of new insurers in
Bermuda last year. In particular, it was a banner year for Insur-
ance-Linked Securities (“ILS”) listings on the Bermuda Stock
Exchange. In 2014, Conyers was lead Bermuda counsel on US$3.75
billion of ILS listings.
We have highlighted some of the transactions that our Bermuda
Corporate Practice Group has worked on over the past year to give
you a sense of the breadth, depth and diversity of our Bermuda
corporate law capability.
We hope you find this annual review insightful and we look forward to
working with you in the coming year.
2014 was an eventful year for Conyers Dill & Pearman. Globally, we received many accolades for our work on
complex, high profile transactions. Due in part to our exceptional strength in Bermuda, Conyers was awarded
Offshore Law Firm of the Year by Chambers Global. We were also fortunate to receive similar awards from
other international law firm directories including IFLR Asia.
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General Corporate Overview
Conyers’ Bermuda Corporate Practice Group has developed expertise in complex
offshore legal mandates for many of the world’s leading companies. In 2014
such mandates included transactions from the IPO, Mergers & Acquisitions
and Securitization sectors.
INITIAL PUBLIC OFFERINGS
In 2014, global IPO volume totalled US$257.7 billion, up 49% from
2013. This, together with the largest increase in the US IPO market
since 2000, led to a significant rise in activity for our Bermuda
IPO/public companies practice, which advises more than half
of the Bermuda companies listed on the NYSE and Nasdaq.
The graphic below illustrates the value (by amount of new
capital raised) of IPOs for Bermuda companies listed on the
NYSE and Nasdaq over the last five years. Conyers advised on
every Bermuda public company listing on these exchanges in
2014, resulting in just over US$3 billion of new capital. Two key
transactions are featured below.
VALUE OF BERMUDA IPOs ON NYSE/NASDAQ 2010–2014
Markit
In June, Conyers advised Markit Ltd. (“Markit”) on its ten times
oversubscribed US$1.3 billion initial public offering and listing on
the Nasdaq Global Select Market, which was the ninth largest US
IPO in 2014. Markit is a leading global diversified provider of
financial information services.
Travelport
Conyers also advised Travelport Worldwide Limited (“Travelport”)
on its September IPO which raised US$480 million. Travelport
provides a principal travel commerce platform to the world’s
leading travel providers such as airlines, hotel chains and offline
travel agencies.
MERGERS & ACQUISITIONS
Energy XXI/EPL
Conyers advised EPL Oil & Gas, Inc. (“EPL”) in its acquisition by Energy XXI Limited (“Energy XXI”), creating the largest publicly traded independent oil and gas producer on the Gulf of Mexico Shelf. Energy XXI acquired EPL’s outstanding shares for total consideration of US$2.3 billion, including debt assumption, cash and approximately 23 million common shares of Energy XXI.
Nabors Industries
Conyers acted for Nabors Industries Ltd. on its merger with C&J Energy Services Inc. (“C&J”), valued at US$2.86 billion. This transaction, when completed in 2015, will create one of North America’s largest oil and natural gas completion-and- production-services operations.
SECURITIZATION
In 2014 Conyers advised on a number of asset-backed securitization
transactions. Bermuda continues to be a preferred jurisdiction for
offshore securitization. Over the past year or so, Bermuda has played
a significant role in the resurgence of aircraft lessor securitizations.
Castlelake
Conyers advised Castlelake in connection with its US$515.6 million
aircraft securitization in February. The proceeds from the deal
were to be used to purchase 79 aircraft and associated aircraft-
owning entities (initially leased to 26 lessees located in 17 countries).
The deal was awarded Overall Deal of the Year by the Aviation
100 Awards. Castlelake is an institutional alternative investment
firm, specialising in aircraft.
OVERALL DEAL OF THE YEAR – AVIATION 100 AWARDS
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ASPEN INSURANCE’S SUCCESSFUL DEFENCE OF ENDURANCE SPECIALTY HOLDINGS’ TAKE-OVER BID
One of the year’s most notable matters was the successful defence by Aspen Insurance Holdings Ltd. (Nasdaq: AHL) of a US$3.2 billion take-over bid by Endurance Specialty Holdings Ltd. (NYSE: ENH). Endurance fi rst made an off er for Aspen in April and raised its bid in June. In April, Aspen adopted a one year shareholder rights plan (poison pill), which signifi cantly increased the cost of Endurance’s bid unless Aspen’s board approved it.
Aspen has a staggered board, with about a third of its directors up for election each year. Endurance asked Aspen shareholders to call a special meeting to consider increasing the size of Aspen’s board - which would have meant that a majority of the directors would be up for election at the 2015 annual general meeting—and to authorise support of a court-ordered meeting of Aspen shareholders to consider and vote on a scheme of arrangement under Section 99 of the Companies Act 1981, in an attempt to bypass the board approval requirement and consequently eff ect a takeover by way of the scheme.
More than three quarters of Aspen shareholders did not support either Endurance proposal. As a result, Endurance withdrew its off er before any court action was taken leaving open the question of whether the court would have directed that a scheme meeting be convened in the manner proposed by Endurance.
Insurance-Linked Securities (“ILS”) continue to dominate Bermuda’s insurance industry, which altogether now
make up 57% of the global ILS industry. In Bermuda, we have experienced the increasing use of reinsurance
sidecar vehicles and cat bonds, popular not only with the reinsurers who utilize them but also with the investors
– particularly hedge funds – who invest in these vehicles. In the third quarter of 2014, all new deals globally were,
for the fi rst time, issued exclusively by Bermuda special purpose insurers (“SPIs”) (entities specifi cally formed
for these ILS structures). Conyers increased its share of SPI registrations to 46% in 2014 (see graphic below).
INCREASING SPI REGISTRATIONS In addition to SPI registrations, Conyers has also been a leader
advising on the infl ux into Bermuda of new hedge fund backed
Class 4 insurers, segregated account ILS funds and new innovative
life annuity and macro-longevity structures, an area where further
growth is expected. Conyers was also the only Bermuda fi rm
to advise on the registration of Class E long-term reinsurer
registrations in 2014.
Conyers continues to support many clients in the captives market
in Bermuda and was named Off shore Law Firm of the Year in 2014
US Captive Services Awards, organised by Captive Review. With
the Firm’s expertise in this area, we have seen a signifi cant rise in
activity, having increased our work in Class 1 captive registrations
by 54% last year.
Insurance
201333% OF MARKETSHARE
201446% OF MARKETSHARE
OFFSHORE LAW FIRM OF THE YEAR 2014 US CAPTIVE SERVICES AWARDS– CAPTIVE REVIEW
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aercap/genesis
In April, Conyers advised AerCap Holdings N.V. in connection with
the sale by its wholly-owned subsidiary, AerCap International
Bermuda Limited, of 100% of the Class A common shares in Genesis
Funding Limited (“Genesis”) to an affi liate of Wood Creek Capital
Management, LLC. Genesis is a Bermuda incorporated aircraft
securitization vehicle with a portfolio of 37 aircraft valued at
approximately US$750 million.
cit
In July, Conyers advised CIT Group Inc. on its Bermuda aircraft
securitization structure, CIT Aviation Finance III Limited, involving
the issue of US$640 million in Class A-1 notes backed by payments
pursuant to operating leases and disposition proceeds on a portfolio
of 28 aircraft manufactured by Airbus, Boeing and Embraer.
azerbaiJan
Conyers liaised with the Bermuda Department of Civil Aviation
on reactivating the 83 bis agreement with Azerbaijan and acted
as Bermuda counsel on the subsequent transactions fi nancing
aircraft to be operated by two separate Azerbaijan airlines, one
for two (2) Boeing 747-8Fs and the other for two (2) Boeing B787-8s.
shipping: Activity in the shipping industry showed no signs of slowing down this past year. Conyers represents
many ship owners and lenders on the cross-border aspects of their transactions. Globally, Conyers was awarded
two Marine Money honours for deals completed by our Bermuda and Hong Kong offi ces. We continue to be
a leader in the ship fi nance and shipping capital markets space, particularly in the Norwegian market.
Aviation: Conyers off ers specialist expertise in aviation matters, ranging from the incorporation of single
aircraft owning companies, to advising on the structuring of innovative corporate vehicles, in the context of
aircraft fi nancing. The Firm’s aviation industry clients include a number of aircraft lessors such as Aircastle
Limited, AerCap B.V., Avolon and Castlelake. The Firm also acts for several airlines and private clients
registering both commercial and private aircraft.
Transportation
THE INTERNATIONAL WHO’S WHO OF AVIATION LAWYERS recognised five conyers lawyers for the second consecutive year across bermuda, bvi and cayman islands. conyers has more lawyers recognised than any other firm across these Jurisdictions.
gaslog
Conyers also advised GasLog Partners LP
on its US$186 million initial public off ering
on the NYSE in 2014. The proceeds from
the off ering were used principally to reduce
indebtedness and for general corporate purposes, with the
remainder distributed to GasLog Ltd. GasLog is an international
owner, operator and manager of LNG carriers.
avance gas
Conyers advised Avance Gas Holding Ltd. on the Bermuda law
aspects of its initial public off ering (“IPO”) and listing on the Oslo
Stock Exchange in April 2014. Avance off ered US$100 million of
new shares in the IPO and existing selling shareholders sold a
combined US$150 million of their shares in the IPO. Conyers has
advised all of the new Bermuda shipping company issuers who
have listed on the Oslo Stock Exchange over the past two years.
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HIGHLIGHTED TRANSACTIONS
In 2014 Conyers advised a leading global fi rm on the formation
of three Bermuda private equity funds which, together with
their newly formed Delaware side-by-side funds, raised in excess
of US$8 billion for investment in real estate, equity, credit and
other fi nancial assets.
Conyers assisted a UK investment advisory company with
more than US$40 billion under management to redomicile its
segregated portfolio professional fund from the British Virgin
Islands into Bermuda.
We also advised a client on a structure using Bermuda limited
partnerships to raise US$2 billion for investment in European
distressed property debt. The deal represented the biggest
deal of its kind in Europe in 2014.
Bermuda is experiencing a revival in private equity and traditional fund incorporations and launches as a result
of the amendments to the Investment Funds Act enacted at the end of 2013. Conyers has been actively engaged
in setting up new classes of exempted funds pursuant to the new legislation. We have also lent expertise and
have acted as speakers and moderators during the Regulatory Compliance Association symposiums and have
partnered with the Bermuda Business Development Agency to market Bermuda funds in key regions globally.
Funds
WE ARE LEADERS
Ranked by volume and deal count in the top 20 for US Equity Off erings Issuer Advisers (IPO)1
Ranked by deal value for US Private Equity Buyouts3
Ranked by volume and deal count in the top 20 for SGX Equity IPO Issuer Advisers1
Ranked by volume for EMEA Equity and Equity-related Issuer Advisers2
By deal count for Global Equity/Equity Linked/Rights Issuer Advisers1
By deal count for Global Equity IPO Issuer Advisers1
By volume for Global Equity and Equity-related Issuer Advisers2
Among issuer advisors in global equity capital markets with 89 issuers totalling US$12.7 billion2
1 Source: Bloomberg – Corporate Finance Q4 2014 League Tables 2 Source: Thomson Reuters – Global Capital Markets – Global Debt & Equity Q4 2014 League Tables 3 Source: Mergermarket – Global and Regional M&A Q4 2014 League Tables 4 Source: Bloomberg – M&A Q1 2014 League Tables
ONLYOFFSHORE FIRM
HIGHEST RANKEDOFFSHORE FIRM
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other notable transactions
• North Atlantic Drilling Limited (NYSE:NADL) completed Fixed
Income Off ering in the amount of US$125 million; and launched
a US$600 million off ering of fi ve-year (non-call life) senior notes
via joint bookrunners Goldman Sachs, Credit Suisse, and Morgan
Stanley. (January)
• Aircastle Limited (NYSE:AYR) off ered an aggregate principal
amount of US$500 million of its 5.125% Senior Notes due 2021.
(March)
• Watford Re Ltd. launched with US$1.13 billion of capital, as a
Class 4 insurer. (April)
• Odfjell Drilling Services Ltd. entered into a $450 million senior
secured credit facility agreement with Danske Bank A/S and DNB
Bank ASA as Coordinators, and Danske Bank A/S, DnB Bank ASA,
Nordea Bank Norge ASA and Swedbank AB (publ) as Mandated
Lead Arrangers. (May)
• Helen of Troy Limited (NasdaqGS:HELE) entered into a certain
Fourth Amendment to Credit Agreement with Bank of America,
N.A., increasing the unsecured revolving commitment of the Credit
Agreement from US$375 million to US$570 million. (June)
• Nordea Bank Norge ASA completed a US$1.5 billion facility to
Seadrill Limited (NYSE: SDRL) to fi nance the acquisition of Ul-
tra-Deepwater Rigs West Saturn, West Neptune and West Jupiter.
(June)
• Kosmos Energy Ltd. (NYSE:KOS) announced the pricing of its
previously announced private off ering to eligible purchasers of
US$300 million aggregate principal amount of its 7.875% senior
secured notes due 2021. (July)
• Textainer Group Holdings Limited (NYSE:TGH) (“Textainer”),
the world’s largest lessor of intermodal containers, completed
a $1.2 billion warehouse securitization facility in connection
with the refi nance by Textainer Marine Containers II Limited,
an indirect, wholly-owned subsidiary of Textainer. (September)
• FLY Leasing Limited (NYSE:FLY) announced the pricing of
US$400 million aggregate principal amount of senior unsecured
notes, consisting of US$75 million aggregate principal amount of
6.750% senior notes due 2020 and US$325 million aggregate
principal amount of 6.375% senior notes due 2021. (September)
• Actavis Plc. (NYSE:ACT) completed a US$66 billion acquisition
of Allergan Inc. (December)
• Global Container Assets 2014 Limited and GCA2014 Holdings
Limited off ered in aggregate US$414 million in Fixed Rate Secured
Container Equipment Notes. (December)
Transactions
highest number of bermuda corporate lawyers ranked by chambers & partners and legal 500
Key Contacts
David Cooke, DIRECTOR
+1 441 299 4933
/ Head of Corporate Practice
David Astwood, DIRECTOR
+1 441 299 4937
Chris Garrod, DIRECTOR
+1 441 299 4923
Marcello Ausenda, DIRECTOR
+1 441 299 4954
Graham Collis, DIRECTOR
+1 441 299 4965
Julie McLean, DIRECTOR
+1 441 299 4925
�Dawn�Griffiths,�DIRECTOR
+1 441 299 4970
Jason Piney, DIRECTOR
+1 441 299 4993
/ Contributors
FOR ADDITIONAL INFORMATION ABOUT THE CONTENT PRESENTED IN THIS UPDATE OR OUR SERVICE OFFERINGS, PLEASE CONTACT ONE OF OUR LAWYERS LISTED ABOVE.
CONYERS DILL & PEARMAN LIMITED
Clarendon House2 Church StreetHamilton HM 11Bermuda
Tel: +1 441 295 1422
About Conyers Dill & PearmanFounded in 1928, Conyers Dill & Pearman is an international law firm advising on the laws of Bermuda, the British Virgin Islands, the Cayman Islands and Mauritius. With a global network that includes 140 lawyers spanning eight offices worldwide, Conyers provides responsive, sophisticated, solution-driven legal advice to clients seeking specialised expertise on corporate and commercial, litigation, restructuring and insolvency, and trust and private client matters. Conyers is affiliated with the Codan group of companies, which provides a range of trust, corporate secretarial, accounting and management services.
Mary Ward, COUNSEL
+1 441 299 4982