This digest outlines some of the significant legal work undertaken by Conyers on behalf of our clients around the world since the beginning of 2022. The year was challenging for many of our clients, with global uncertainty caused by a number of parallel and often related crises: the continuing legacy of COVID-19, significant worldwide inflation, a global monetary tightening cycle, a strong U.S. dollar, a war in Europe, energy supply issues and the ongoing turmoil in China's property market.
The performance of debt and equity markets in 2022 is best described as skittish. Capital raising was tested by these factors, and the volatility led to a 45% drop in global IPO numbers and 61% decrease in capital raised from the year prior. In the Americas, volumes fell to a level not seen in 13 years, with values hitting a 20-year low. Market watchers predict similarly listless markets as issuers and investors watch and wait for these financing difficulties to wane. However, some encouraging developments can be seen in Asia as rising optimism over China's economy promises a stronger 2023.
The remarkable levels of M&A activity in 2021 were slowed in 2022 by the same host of interdependent factors, and returned to pre-pandemic levels. Despite this, 2022 brought a healthy roster of 853 global deals, with an aggregate value of US $3.63 trillion. M&A activity among Conyers clients continued to reflect broader market trends, with the technology, media and telecommunications sector accounting for the lion's share of deal activity.
The restructuring market continued its relatively quiet trend through 2022, but Conyers assisted in a number of successful restructurings of PRC-based property companies. As we look to 2023 we expect corporate restructuring, both in the North American and Asian markets, to increase and to remain strong into 2024. As far back as 2019, analysts talked about a looming wave of restructuring. It hasn't happened yet — it has been put off because companies did not want to lock in losses when cheap money was available — but now money is expensive. We are forecasting an increase in restructurings in the first half of 2023.
Bermuda's re/insurance industry fared well in spite of the macro headwinds, with a number of key group reorganisations, continued growth in the life sector, and strong performance in the catastrophe bond market. The Cayman Islands insurance industry also saw continued growth over the past year, reaching the highest number of licenced insurance entities since 2018: although final figures for the year had not been released at the time of writing, the jurisdiction was on track for a record-breaking year in registrations at the end of Q3.
It was an active year for Conyers, as well, in asset-based transactions, particularly in the shipping, aviation and oil and gas sectors. Bermuda is among the largest and most developed offshore jurisdictions for asset-backed securitisation transactions. In addition to container transactions, Bermuda plays a significant role in the aircraft and aircraft engines sector, the insurance industry (notably through catastrophe bonds and other insurance-linked securities) and other asset classes.
We hope this digest will be of interest to our legal colleagues, clients, and market watchers.
"The year ahead will be one of caution after the challenges
everyone has faced in 2022: we plan to continue our growth in
Cayman, to maintain our position as the leading insurance firm in
Bermuda and to be ready with one of the strongest teams in Asia as
China's reopening continues."
Christian R. Luthi, Director and Chairman, Conyers
Finance and Capital Markets
Debt and equity markets can best be described as somber in 2022. Capital raising was challenged by multiple factors, both economic and geopolitical. The volatility led to a 45% drop in global IPO numbers and a 61% decrease in capital raised from the year prior. In the Americas, volumes fell to a level not seen in 13 years, with values hitting a 20-year low1. Market watchers are predicting continued sluggishness in the near future, as issuers and investors watch and wait for these headwinds to pass. Amid this outlook, however, can be glimpsed some encouraging developments. Asian exchanges remain busy, as is reflected in several of the listings noted below. Indeed, with over 120 listings in the pipeline in Hong Kong, and APAC exchanges off to a strong start in 2023, Asia is currently the locus of growth for capital markets.
Like you, we will be watching carefully to see what 2023 brings, as the global economic landscape moves through this period of pressure.
THE YEAR IN NUMBERS2
"Conyers' BVI corporate and finance practices have seen
a number of successful transactions, particularly in the mining
sector, including Kinross Gold Corporation's sale of its
interest in the Chirano gold mine to Asante Gold Corporation and
B2Gold Corp.'s US$27.5 million acquisition of Oklo Resources
Limited. Looking forward to 2023 we expect to see a continued focus
on strategic M&A activity and debt capital markets."
Rachael Pape
Counsel, BVI
" Venture capital and growth investments in Latin America
slowed in 2022 as startups and investors navigated a challenging
environment. Notwithstanding this, Conyers saw a good deal of
activity at the seed and early stage, working for both founders and
investors. We were also involved in various strategic M&A
transactions and an increasing number of venture debt deals -
trends we expect to continue in 2023."
Nicholas Pattman
Partner, London
Deals
Advised BoardWare Intelligence Technology Limited on its US$17
million share listing on the Main Board of the Stock Exchange of
Hong Kong
Hong Kong: Flora Wong, Partner, Rita Leung, Associate
Sector: Technology
Advised SPAC Financials Acquisition Corp (FAC) on its US$172
million IPO on the Main Market of the London Stock Exchange
Cayman: Matthew Stocker, Partner, Alex Davies, Counsel, Matthew
Harkness, Associate
Sector: Asset Management
Advised InnoCare Pharma Limited on its pioneering red-chip IPO
on the Science and Technology Innovation Board of the Shanghai
Stock Exchange, raising over US$410 million
Hong Kong: Wynne Lau, Partner, Alexander Doyle, Associate, Yvonne
Lee, Associate, Charlie Chan, Associate, Sara Zou, Legal
Manager
Sector: Pharmaceuticals & Life Sciences
Advised Intelligent Living Application Group Inc. on its Nasdaq
Global Market IPO, raising approximately US$20 million
Hong Kong: Richard Hall, Partner, Rita Leung, Associate
Sector: Manufacturing
Advised Jianzhi Education Technology Group Company Limited on
its NASDAQ IPO, raising approximately US$25 million
Hong Kong: Flora Wong, Partner, Ryan McConvey, Associate, Michelle
Au, Legal Manager
Sector: Education
Advised Kamaroopin in connection with their recent R$100 million
Series D investment into Brazilian healthcare technology firm
Dr.Consulta
Cayman: Nicholas Pattman, Partner
London: Barnabas Finnigan, Counsel
Sector: Technology
Advised Marwyn Acquisition Company II Limited on numerous
matters including the successful launch of its 12-month placing
programme and Marwyn Acquisition Company III Limited in respect of
a subsequent 12-month placing programme facilitating the ability to
raise up to US$615 million
BVI: Anton Goldstein, Partner, Rachael Pape, Counsel Sector:
Asset Management
Advised Odfjell Technology Ltd. on its issuance of US$113
million floating rate senior secured bonds, net proceeds of which
were used in connection with restructuring related to spinoff of
the company from Odfjell Drilling Ltd., and listing on the Oslo
Stock Exchange
Bermuda: Guy Cooper, Director, Elizabeth Blankendal,
Associate
Sector: Oil & Gas
Advised Pegasus Asia, a SPAC incorporated in the Cayman Islands,
in connection with its approximately US$170 million IPO on the
Singapore Exchange, the first SPAC listed on the SGX-ST to be
backed by international sponsors.
Hong Kong: Rita Leung, Associate
Singapore: Preetha Pillai, Director, Stacie Seetho, Counsel
Sector: Asset Management
Advised Readboy Education Holding Company Limited on its US$46.5
million share listing on the Main Board of The Stock Exchange of
Hong Kong
Hong Kong: Teresa Tsai, Partner
Sector: Education
Advised Sequoia Investment Management in connection with a
US$250 million bilateral secured credit facility with Golar LNG
Limited.
Bermuda: Guy Cooper, Director, Jacari Brimmer- Landy,
Associate
Sector: Oil & Gas
Advised Shelf Drilling (North Sea), Ltd. on its continuance to
Bermuda from the Cayman Islands, completion of its private
placement of new shares in connection with its acquisition of five
jack-up rigs from various subsidiaries of Noble Corporation, and
its admission to and listing on the Euronext Growth Oslo at a
market value of US$200 million
Bermuda: Guy Cooper, Director, Andrew Barnes, Associate
Sector: Oil & Gas
Advised Vanov Holdings Company Limited on its approximately
US$18 million listing on the Main Board of The Stock Exchange of
Hong Kong Limited involving a Hong Kong Public Offering and
International Placing
Hong Kong: Anna W.T. Chong, Partner, Rita Leung, Associate
Sector: Textiles
"2022 has been a challenging year across sectors. The IMF
has lowered its growth outlook for 2023, and risk of a global
recession is real. While we expect negative factors to continue in
2023, the relaxation of COVID restrictions and the introduction of
domestic policies in mainland China to strengthen the financial
conditions of Chinese property companies indicate that some
normality is returning. Business appetite will improve."
Flora Wong
Partner, Hong Kong
"Changes to listing rules in HK increased the
profits/turnover threshold to qualify for listing. Combined with
the impact of COVID on businesses, this drastically reduced the
number of candidates for small/mid-cap listings in Hong Kong. A
number of IPO candidates are now listing on alternative markets: JE
Cleantech and Jianzhi Education Technology Group Company Limited
are examples of those to have taken this alternative
approach."
Richard Hall
Partner, Hong Kong
Mergers, Acquisitions & SPACs
The remarkable highs of 2021 calmed in the past year, as 2022 saw a return to pre-pandemic levels of M&A activity. The previous year's unprecedented deal making pace was slowed by a host of interdependent factors, including an increasingly challenging regulatory landscape, geopolitical tensions, supply chain bottlenecks and economic pressures—including global inflation and pervasive interest rate hikes. A relatively robust first half of 2022 gave way to increasingly low deal volume in Q3 and Q4.
Despite this, 2022 presented some substantial global deals, as is reflected in the Conyers engagements highlighted below. M&A activity among Conyers clients continues to reflect broader market trends, with the technology, media and telecommunications sector accounting for the lion's share of deal activity: over half of the deals represented below are connected to the TMT space. SPACs also continue to feature regularly, propelling several of our featured transactions.
"The IHS Markit story is one of impressive growth and
demonstrates that Bermuda is an ideal jurisdiction from which to
take a company public and then foster its development. The merger
with S&P Global that just completed was the biggest M&A
deal announced in 2020."
Niel Jones
Director, Bermuda
Deals
Advised 3i Infrastructure plc on its acquisition of Global Cloud
Xchange for approximately US$512 million
Bermuda: Jason Piney, Director, Kathleen McBeath, Associate
London: Karoline Tauschke, Counsel, Sophia Collis, Associate
Sector: Telecommunications
Advised ARA Asset Management Limited on its acquisition by ESR
Cayman Limited for US$5.2 billion
Bermuda: Jacqueline King, Director
Hong Kong: Angie Chu, Partner
Singapore: Preetha Pillai, Director, Stacie Seetho, Counsel,
Fadhilah Tan, Paralegal
Sector: Asset Management
Advised B2Gold Corp. on its approximately US$27.5 million
acquisition of Oklo Resources Limited
BVI: Rachael Pape, Counsel
Sector: Mining
Advised Cameco Corp. on its US$7.9 billion joint acquisition,
with Brookfield Renewable Partners, of nuclear power plant
equipment maker Westinghouse Electric
Bermuda: Robert N. Alexander, Director, Jason Piney, Director,
Kathleen McBeath, Associate
Cayman: Matthew Stocker, Partner, Nicholas Ward, Associate
Sector: Energy
Advised Chefs' Warehouse in its acquisition of Chef Middle
East from Gulf Capital
Cayman: Alan Dickson, Partner, Alexandra (Ali) R. Low,
Associate
Sector: Food & Beverage Distribution
Advised Digicel Group Holdings Limited on its sale of Digicel
Pacific Limited to Telstra Corp. Ltd., valuing the company at up to
US$1.85 billion
Bermuda: Robert N. Alexander, Director, Marcello Ausenda, Director,
Jacari Brimmer- Landy, Associate, Alexis Haynes, Associate
Sector: Telecommunications
Advised Israeli online merchant bank and payment service
provider Finaro (formerly Credorax Inc.) in connection with its
acquisition by US fintech company Shift4 in a cash and share deal
worth at least US$575 million
BVI: Anton Goldstein, Partner, Tameka Davis, Partner, Nicholas
Kuria, Counsel, Rachael Pape, Counsel, Allana-J Joseph, Associate,
Ben Mellett, Associate
Sector: e-commerce
"Despite a noticeable shift in capital markets
sentiment, the outlook for 2023 in the M&A space remains fairly
bullish. The buy-side driver is the expected availability of
undervalued targets, with the sell-side driver expected to be
distressed situations. We expect less predatory M&A and a move
towards market consolidation amongst peers where merger
consideration can take the form of scrip for scrip
exchanges."
Alex Davies
Counsel, Cayman Islands
Advised Freightos Limited with their migration and
re-domiciliation from Hong Kong to the Cayman Islands in
preparation for being taken public through a proposed combination
with SPAC Gesher I Acquisition Corp. Post-merger, the combined
structure will have an enterprise value of US$435 million
Cayman: Nicholas Pattman, Partner, Alex Davies, Counsel, Matthew
Harkness, Associate
London: Barnabas Finnigan, Counsel
Sector: Technology
Advised IHS Markit Ltd. on a Bermuda-law-governed merger with a
subsidiary of S&P Global Inc. creating a leading information
services provider with an enterprise value of approximately US$140
billion
Bermuda: Niel Jones, Director, Edward Rance, Director, Jacari
Brimmer-Landy, Associate
London: Karoline Tauschke, Counsel
Sector: Data Analytics
Advised Kinross Gold Corporation in the sale of all its interest
in the Chirano mine in Ghana to Asante Gold Corporation, through
the sale of Red Back Mining Pty Ltd, for a total consideration of
$225 million in cash and shares
BVI: Anton Goldstein, Partner, Rachael Pape, Counsel
Sector: Mining
Advised Ligand Pharmaceuticals Inc. on a proposed business
combination with Avista Public Acquisition Corp. II resulting in a
combined company with an initial pre-money equity valuation of
US$850 million
Cayman: Matthew Stocker, Partner, Alex Davies, Counsel, Matthew
Harkness, Associate
Sector: Pharmaceutical and Life Sciences
Advised MariaDB Corporation Ab, one of the world's fastest
growing and most popular open source database software companies,
on its proposed business combination with Angel Pond Holdings
Corporation. The combined company has an implied enterprise value
of approximately US$672 million
Cayman: Matthew Stocker, Partner, Alex Davies, Counsel, Matthew
Harkness, Associate
Sector: Technology
Advised Marti Technologies Inc. on its merger with Galata
Acquisition Corp., a SPAC led by Callaway Capital with US$146.6
million in trust
Cayman: Alan Dickson, Partner, Alexandra (Ali) R. Low,
Associate
Sector: Telecommunications
Advised Rock Mountain Capital, LP in connection with its and
Olayan Group's joint venture structure and US$500 million
acquisition of 48% of PurposeBuilt Brands
BVI: Robert J.D. Briant, Partner
Sector: Private Equity Investment/Consumer Goods
Advised SES Holding Pte Ltd, a spin-out company of the
Massachusetts Institute of Technology, on its proposed business
combination with Ivanhoe Capital Acquisition Corp. The combined
company has a pro-forma implied equity value of approximately
US$3.6 billion
Cayman: Matthew Stocker, Partner, and Alex Davies, Counsel
Sector: Technology
"The BVI continues to be a popular jurisdiction for
incorporating joint venture vehicles. We were delighted to act for
Rock Mountain Capital on structuring its BVI joint venture
acquisition vehicle. The matter involved complicated issues of BVI
law to ensure that the joint venture with Olayan was structured as
agreed."
Robert J.D. Briant
Partner and Head of Corporate, BVI
"Freightos' migration and redomiciliation from Hong
Kong to the Cayman Islands in anticipation of their proposed SPAC
combination is one example of several instances in which a company
has chosen Cayman as the jurisdiction from which to go public, in
this case through a proposed SPAC combination. We will be watching
this trend of companies utilising Cayman to structure SPAC
combinations and public listings in 2023."
Barnabas Finnigan
Counsel, London
Corporate Restructuring
Despite the restructuring market having been relatively quiet for some time, as we look to 2023 the global economy faces a critical juncture. A number of parallel and often related crises are at play, including the legacy of COVID-19, significant inflation, a global monetary tightening cycle, a strong U.S. dollar, a war in Europe, energy supply issues and the ongoing turmoil in China's property market. It is against this backdrop that we expect corporate restructuring, both in the North American and Asian markets, to increase in the first half of 2023 and remain strong into 2024.
Below is a sampling of the restructuring work undertaken by the Conyers Corporate Recovery Group in 2022.
Deals
Negotiated with noteholders of Atlas Financial Holdings, Inc. to
enter into a Restructuring Support Agreement, leading to the
successful granting of a Scheme of Arrangement and Chapter 15
recognition
Cayman: Jonathon Milne, Partner, Matthew Stocker, Partner, Alex
Davies, Counsel
Sector: Insurance
Advised Golden Wheel Tiandi Holdings Company Limited on the
successful restructuring of its 3 tranches of New York law governed
senior notes in an aggregate principal amount of approximately
US$450 million
Cayman: Erik Bodden, Partner, Alex Davies, Counsel
Hong Kong: Richard Hall, Partner, Ryan McConvey, Associate
Sector: Property Development
Advised Paratus Energy Services Ltd. (formerly Seadrill New
Finance Limited) on its pre-packaged chapter 11 cases and
restructuring of its joint venture, SeaMex Ltd., via a provisional
liquidation process in Bermuda
Bermuda: Niel Jones, Director, Christian R. Luthi, Director,
Jennifer Panchaud, Director, Rhys Williams, Director, Angela F.
Atherden, Counsel, Kathleen McBeath, Associate
London: Karoline Tauschke, Counsel
Sector: Oil & Gas
Advised an ad hoc group of note holders of the Stoneway Capital
Corporation on the restructuring of over US$900 million of
indebtedness
BVI: Robert J.D. Briant, Partner, Christopher Smith,
Associate
London: Oliver Cross, Associate
Sector: Asset Management
Advised Teekay Corporation on its internal restructuring to
facilitate the merger of Teekay LNG Partners L.P. with investment
vehicles managed by Stonepeak. Teekay received gross cash proceeds
of approximately US$641 million as consideration
Bermuda: Marcello Ausenda, Director, Andrew Barnes, Associate
Sector: Oil & Gas
"Golden Wheel is one of the handful of successful
restructurings of a PRC based property company to have completed in
2022. Given the current stage of the business cycle, we expect to
see more such restructurings."
Richard Hall
Partner, Hong Kong
" The Stoneway transaction was a complicated restructuring
concerning four power generation facilities located in Argentina
with an aggregate installed capacity of 737 MW, involving a Chapter
11 Plan and a Plan of Arrangement under the Canadian Business
Corporations Act. Our team was delighted to work on behalf of the
ad hoc group of noteholders and with all counsel, including 5
different BVI counsel, to close this US$510 million
deal."
Robert J.D. Briant
Partner and Head of Corporate, BVI
Insurance
Despite global uncertainty over the course of 2022, activity within the Bermuda re/insurance industry remained robust with a number of notable group reorganisations, continued growth in the life sector and strong performance within the catastrophe bond market.
Examples of this healthy activity include Athene Holding Ltd.'s reorganisation of its Bermuda subsidiaries in connection with its merger under Apollo Global Management, Inc., and Aquarian Holdings and Somerset Re's agreement for Aquarian to acquire a controlling interest in Somerset Re. RenaissanceRe Holdings Ltd. also completed an underwritten public offering of 20 million depositary shares valued at US$500 million. In the catastrophe bond space, newly formed special purpose insurers Gateway Re Ltd. and Hestia Re Ltd. issued a total of US$150,000,000 Series 2022-1 Class A Principal At-Risk Variable Rate Notes and US$175,000,000 Series 2022-1 Class A Principal At- Risk Variable Rate Notes, respectively. Conyers was pleased to assist on all of these transactions.
The Cayman Islands insurance industry saw continued growth over the last 12 months, and although end of year figures were not available at the time of writing, was expecting a potentially record number of insurance licences to be issued for the calendar year. Conyers advised on the majority of these new licence applications, with the total number of licensees in the jurisdiction reaching almost 700 as at Q3 2022. Approximately 70% of all new licence applications are for commercial insurers and reinsurers (Class B(iii) licensees), with well-known private equity and reinsurance groups, as well as insurtech companies, driving interest in the jurisdiction. Cayman continues to be the leading jurisdiction for healthcare captives, representing almost one third of all captives globally.
The Cayman Islands continues to see momentum on the reinsurance
front with the establishment of a significant number of both
commercial carriers, affiliate reinsurers and side car
transactions. Captives remain the bedrock of the local industry and
numbers are also steadily growing."
Derek Stenson
Partner, Cayman Islands
" Bermuda's re/insurance industry plays an important
role in providing risk capacity to the rest of the world. The
response to Hurricane Ian, which made US landfall in September,
demonstrates Bermuda's unique positioning. A Bermuda Monetary
Authority survey showed that Bermuda re/ insurers are expected to
pay a significant portion of Hurricane Ian's losses, totalling
as much as 25% (approximately US$13 billion) of the expected
losses."
Sophia Greaves
Director, Bermuda
Deals
Advised Aran Re, a Class B(iii) licensed reinsurer focused on
the long-term care market, on its entry into a US$75 million letter
of credit facility with CIBC Bank USA
Cayman: Michael O'Connor, Partner, Philippa Gilkes, Associate,
Jarladth Travers, Head of Conyers FIG (Cayman) Limited
Advised Athene Holding Ltd. on the successful reorganisation of
its Bermuda subsidiaries carried out in connection with its merger
under Apollo Global Management, Inc
Bermuda: Charles G.R. Collis, Director, Alexandra Macdonald,
Director, Hailey Edwards, Associate
Advised Augusta Healthcare, Inc. in relation to a
quasi-partnership dispute involving a captive insurance company
incorporated in the Cayman Islands to provide insurance solutions
for not-for-profit healthcare systems
Cayman: Derek Stenson, Partner, Alex Potts KC, Partner, Jonathon
Milne, Partner Spencer Vickers, Counsel
Advised on the establishment and licensing of special purpose
insurer Gateway Re Ltd., including the issuance of a total of
US$150,000,000 Series 2022-1 Class A Principal At-Risk Variable
Rate Notes due May 12, 2025
Bermuda: Alexandra Macdonald, Director, Davina Hargun, Associate,
Hailey Edwards, Associate
Advised Hestia Re Ltd. on its establishment and licensing as a
special purpose insurer. The transaction included the issuance of a
total of US$175,000,000 Series 2022-1 Class A Principal At-Risk
Variable Rate Notes due April 22, 2025
Bermuda: Alexandra Macdonald, Director, Davina Hargun, Associate,
Hailey Edwards, Associate
Advised Ivy II Limited on the establishment of Ivy Co-Investment
Vehicle II LLC, designed to co-invest approximately US$1 billion
with Global Atlantic and its subsidiaries in qualifying reinsurance
transactions
Cayman: Derek Stenson, Partner, Michael O'Connor, Partner, Kiah
Estwick, Associate, Philippa Gilkes, Associate, Jarladth Travers,
Head of Conyers FIG (Cayman) Limited
Advised J.P. Morgan on the development, in partnership with
Swiss Re, of a hybrid transaction combining bank financing and
insurance linked securities to protect Swiss Re for severe
underwriting-related losses over a 5 year period. The transaction
utilised a newly established segregated account of an existing
Bermuda special purpose insurer, Matterhorn Re Ltd
Bermuda: Chris Garrod, Director, Elizabeth Blankendal,
Associate
Advised Performance Insurance Company SPC on issues involving
insolvent segregated portfolio Hudson York Insurance SP, and on the
appointment of receivers to conduct the orderly winding down of the
business
Cayman: Derek Stenson, Partner, Spencer Vickers, Counsel
Advised RenaissanceRe Holdings Ltd. on the creation of Fontana
Holdings L.P. and its subsidiaries, including two new commercial
insurers licensed by the Bermuda Monetary Authority, a reinsurance
capital-backed joint venture dedicated to writing casualty and
specialty risks
Bermuda: Jennifer Panchaud, Director, Chiara T. Nannini, Director,
William Cooper, Associate, Lauren Pereira, Associate
Advised RenaissanceRe Holdings Ltd. in connection with its
underwritten public offering of 20,000,000 depositary shares valued
at US$500 million
Bermuda: Jennifer Panchaud, Director, Chiara T. Nannini,
Director
Advised SiriusPoint Bermuda Insurance Company Ltd. on its
investment into the establishment of Banyan Risk Capital Ltd.
Bermuda: Jacqueline King, Director, Chiara T. Nannini, Director
Advised Sixth Street, a global investment firm with US$60
billion AUM, on the establishment and licensing of Talcott Life
& Annuity Re, Ltd., and provided legal and regulatory advice on
its entry into a reinsurance transaction with Principal Financial
Group pursuant to which it reinsured approximately US$25 billion of
liabilities, making Talcott Life & Annuity Re, Ltd the largest
reinsurer in the Cayman Islands
Cayman: Derek Stenson, Partner, Philippa Gilkes, Associate
Advised Somerset Reinsurance Holdings Ltd. on the acquisition by
Aquarian Holdings of a controlling interest in the company
Bermuda: Sophia Greaves, Director, Lauren Pereira, Associate, Sarah
Lusher, Associate
Advised White Mountains Insurance Group, Ltd. on its
"modified Dutch auction" self-tender offer to purchase up
to US$500 million of its common shares
Bermuda: Chris Garrod, Director, Elizabeth Blankendal,
Associate
Asset-Backed Finance and Securitisation
It has been an active year in asset-based transactions for Conyers, particularly in the shipping, aviation and oil and gas sectors. Bermuda has a close connection with the Oslo market, which remains important for the offshore drilling and shipping industry, and Conyers was pleased to advise the Oslo- and New York-listed Seadrill Limited on aspects of its disposal of seven jack-up drilling rigs to ADES Arabia Holding Ltd. for total cash consideration of approximately US$628 million.
Bermuda has long played an integral role for container securitisation transactions, and is valued among market-leading companies for offering flexible and innovative securitisation structures. Conyers recently advised Global Container Assets 2016 Limited on its US$230 million asset-backed securitisation (ABS) of a portfolio of container boxes with a net value of US$358 million. The transaction was the first time a recycled entity had been used on a container box ABS in circumstances where 100% of the portfolio comprised existing assets without the acquisition by the issuer of any additional assets.
"Bermuda is among the largest and most developed offshore
jurisdictions for asset-backed securitisation transactions. In
addition to container transactions, Bermuda plays a significant
role in the aircraft and aircraft engines sector, the insurance
industry (notably through catastrophe bonds and other
insurance-linked securities) and other asset classes."
Julie McLean
Director, Bermuda
Deals
Advised Aircastle Limited in connection with a US$100 million
senior unsecured revolving credit facility with Mizuho Marubeni
Leasing America Corporation, a US-based wholly-owned subsidiary of
Mizuho Marubeni Leasing Corporation
Bermuda: Jason Piney, Director, Andrew Barnes, Associate, Elizabeth
Blankendal, Associate
Sector: Aviation
Advised Global Container Assets 2016 Limited on its US$230
million asset-backed securitisation of a portfolio of 174,157
units/251,521 CEU container boxes with a net value of US$357.8
million
Bermuda: Julie McLean, Director, Andrew Barnes, Associate Kathleen
McBeath, Associate
Sector: Shipping & Marine Transport
Advised Seadrill Limited on its disposal of seven jack-up
drilling rigs located in the Kingdom of Saudi Arabia to ADES Arabia
Holding Ltd. for total cash consideration of approximately US$628
million
Bermuda: Jennifer Panchaud, Director Lauren Pereira,
Associate
London: Karoline Tauschke, Counsel
Sector: Oil & Gas
Advised Sunrise Aircraft Irish HoldCo Designated Activity
Company on its listing on the official list of the Cayman Islands
Stock Exchange of up to US$350,000,000 unsecured Tranche A Notes
and up to US$150,000,000 Unsecured Tranche B Notes issuances due 22
December 2028
Cayman: Mark Mugglestone, Vice President at Conyers FIG (Cayman)
Limited, Nicholas Ward, Associate
London: Barnabas Finnigan, Counsel
Sector: Aviation
Advised Textainer Group Holdings Limited on its subsidiary
Textainer Limited's amendment to renew and extend the term on
its revolver facility, increasing the aggregate commitment amount
from US$1.5 billion to US$1.9 billion
Bermuda: Sophia Greaves, Director, Jacari Brimmer-Landy,
Associate
Sector: Shipping & Marine Transport
Footnotes
1. EY, "Global IPO market went from record-breaking to full-on abating", 15 December 2022
2. S&P Global Market Intelligence, Global IPO Activity cut nearly in half in 2022
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