In our latest edition we recap significant transactions involving Bermuda public companies over the period of Q4 2014 through Q1 2015.

In full view, the US IPO market ended Q4 with a flourish, capping off the most active year for IPOs since 2000. The momentum did not continue in Q1 2015, however, as only 34 IPOs were completed, raising US$5.4 billion and marking an approximately 50% decrease by both volume and value for the same period last year.

Since our last edition in November, three new Bermuda companies have completed listings on the NYSE and Nasdaq. Axalta Coating Systems Ltd. (NYSE:AXTA) completed its US$975 million IPO in November 2014, the ninth largest IPO on the NYSE in 2014. Earlier this year in March, C&J Energy Services Ltd. (NYSE:CJES) ("C&J") also listed its shares on the NYSE. The listing of C&J resulted from its merger with the completion and production services businesses of Nabors Industries Ltd. (NYSE:NBR). James River Group Holdings, Ltd. (NasdaqGS:JRVR), an insurance holding company, also completed its IPO on Nasdaq late last year. This brings the number of Bermuda insurance companies listed on the NYSE and Nasdaq to 19.

The consolidation trend in the Bermuda insurance sector has resulted in frenzied M&A activity in this sector in Q4 and Q1. We have included further details of the market development in this edition of our update, which we hope will be of interest to our legal colleagues, clients and Bermuda market followers.

NYSE

  • Brookfield Property Partners L.P. (NYSE:BPY) along with a partner acquired Four Multifamily Assets in the United States for approximately US$150 million. (September)
  • Bunge Limited and Asociación de Cooperativas Argentinas C.L. acquired the assets of Mosaic de Argentina S.A. from The Mosaic Company (NYSE:MOS) for US$50 million. (October)
  • Brookfield Property Partners L.P. (NYSE:BPY) acquired Capital Automotive L.P. from DRA Advisors LLC for US$4.3 billion. (October)
  • Brookfield Property Partners L.P. (NYSE:BPY) along with other investors completed the acquisition of 4,000 unit portfolio of apartment buildings in upper Manhattan. The transaction was financed with equity investment of US$330 million with institutional investors. (October)
  • Nabors Industries Ltd. (NYSE:NBR) acquired 2TD Drilling AS from Energy Ventures IV, managed by Energy Ventures AS, for US$80 million. (October)
  • Axalta Coating Systems Ltd. (NYSE:AXTA) completed an IPO in the amount of US$975 million. (November)
  • Invesco Ltd. (NYSE:IVZ) completed the acquisition of 23% stake in Generator Hostels Ltd. from Patron Capital L.P. III for €60 million. (November)
  • Essent Group Ltd. (NYSE:ESNT) filed a Shelf Registration in the amount of US$330 million. (November)
  • Catalina Holdings (Bermuda) Ltd. completed the acquisition of Danielson Indemnity Company from Covanta Holdings Corporation (NYSE:CVA). (November)
  • Axalta Coating Systems Ltd. (NYSE:AXTA) filed a Shelf Registration in the amount of US$623 million. (November)
  • Brookfield Property Partners L.P. (NYSE:BPY) acquired Moorgate Exchange from CarVal Investors, LLC, Quadrant Estates Limited, BlackRock Europe Property Fund III of BlackRock, Inc. (NYSE:BLK) for approximately £210 million. (December)
  • VimpelCom Ltd. (NasdaqGS:VIP) completed the acquisition of PJSC Yaroslavl-GSM. (November)
  • VimpelCom Ltd. (NasdaqGS:VIP) completed the acquisition of 61.67% of SMARTS Cheboksary and 100% of ZAO Astrakhan GSM from ZAO. (November)
  • Endurance Specialty Holdings Ltd. (NYSE:ENH) filed a Shelf Registration in the amount of US$500 million. (December)
  • GeoPark Limited (NYSE:GPRK) filed a Shelf
  • Brookfield Infrastructure Partners L.P. (NYSE:BIP) completed the acquisition of Seattle Steam Company. (December)
  • Travelport Worldwide Limited (NYSE:TVPT) along with other German tour operators completed the acquisition of 54.3% stake in Travel-IT GmbH & Co. KG. (January)
  • Aircastle Limited (NYSE:AYR) completed a Fixed-Income Offering of 5.5% senior notes in the amount of US$500 million, due 2022. (January)
  • Axis Capital Holdings Limited (NYSE:AXS) and PartnerRe Ltd. (NYSE:PRE) agreed to combine in a US$11 billion merger of equals which would create the fifth largest global reinsurer. (January)
  • Brookfield Property Partners L.P. (NYSE:BPY) and Qatar Holding, LLC completed the acquisition of the remaining 71.4% stake in Songbird Estates plc (AIM:SBD) from Madison International Realty, LLC, Morgan Stanley, Simon Glick and others. (January)
  • Essent Group Ltd. (NYSE:ESNT) filed a Shelf Registration in the amount of US$951 million. (February)
  • Brookfield Property Partners L.P. (NYSE:BPY) acquired Moor Place in Central London for approximately US$340 million. Under the terms, Brookfield Property invested US$118 million of equity, and Wells Fargo & Company (NYSE:WFC) provided a US$216 million acquisition loan to Brookfield Property. (March)
  • RenaissanceRe Holdings Ltd. (NYSE:RNR) completed the acquisition of Platinum Underwriters Holdings, Ltd. (NYSE:PTP) for approximately US$1.6 billion in cash and shares. (March)
  • Brookfield Infrastructure Partners L.P. (NYSE:BIP) completed a Fixed-Income Offering of 5 million 4.5% 2020 Preferred Limited Partnership Units in the amount of CAD$125 million. (March)
  • C&J Energy Services, Inc. completed its merger with the completion and production services businesses of Nabors Industries Ltd.'s (NYSE:NBR) resulting in the new NYSE listing of Bermuda exempted company C&J Energy Services Ltd. (NYSE:CJES). Nabors received total consideration of approximately US$1.4 billion comprised of US$688 million in cash and 62.5 new common shares of C&J Energy Services Ltd. representing 53% of the issued and outstanding share capital of the newly listed Bermuda company. (March)
  • Brookfield Property Partners L.P. (NYSE:BPY) filed a Shelf Registration in the amount of US$361 million. (March)
  • GasLog Ltd. completed a public offering of 4.6 million 8.75% Series A Preference Shares. The net proceeds from the offering were approximately US$110 million. (April)
  • XL Group plc (NYSE:XL) completed the acquisition of Catlin Group Limited (LSE: CGL) to form a combined business which is expected to have a leading presence in the global specialty insurance and reinsurance markets representing a transaction equity value of approximately US$4.1 billion. (May)

NASDAQ

  • Norwegian Cruise Line Holdings Ltd. (NasdaqGS:NCLH) completed the acquisition of Prestige Cruises International, Inc. from Apollo Global Management and others for US$3.1 billion. (November)
  • Symphony Communication Services Holdings LLC completed the acquisition of Collaboration Services from Markit Ltd. (NasdaqGS:MRKT). (November)
  • James River Group Holdings, Ltd. (NasdaqGS:JRVR) completed an IPO in the amount of US$231 million. (December)
  • James River Group Holdings, Ltd. (NasdaqGS:JRVR) filed a Shelf Registration in the amount of US$110.45 million. (December)
  • Kofax Limited (NasdaqGS:KFX) acquired Aia Software B.V. from Paul Dirven, Leon Pillich, Jeroen Huinink and Tim van Hugte and others for US$19.5 million. (February)
  • Global Sources Ltd. (NasdaqGS:GSOL) filed a Shelf Registration in the amount of approximately US$16 million. (March)
  • Kofax Limited (NasdaqGS:KFX) filed a Shelf Registration in the amount of US$10.25 million. (March)
  • Knightsbridge Shipping Limited (NasdaqGS:VLCCF) completed the acquisition of 12 additional Capesize Vessels of Frontline 2012 Ltd. (OTCNO:FRNT). Frontline 2012 received a further 31 million shares in Knightsbridge Shipping Limited, resulting in a total ownership of 77.5 million shares. (March)
  • Knightsbridge Shipping Limited filed a Shelf Registration in the amount of approximately US$314 million. (March)
  • Helen of Troy Limited (NasdaqGS:HELE) acquired the Vicks VapoSteam U.S. Liquid Inhalant business from The Procter & Gamble Company (NYSE:PG). (March)
  • Knightsbridge Shipping Limited completed the acquisition of Golden Ocean Group Ltd. (NasdaqGS:GOGL) in a reverse merger transaction in exchange for a total of 61.5 million new shares of Knightsbridge Shipping Limited. Shareholders also approved the change of the merged entity's name to Golden Ocean Group Limited. (March)
  • Arch Capital Group Ltd. (Nasdaq:ACGL) filed an Automatic Shelf Registration Statement of Securities of Well-Known Seasoned Issuers. (March)
Recent Merger Activity Grips Bermuda Insurance Sector

Conyers has been at the forefront of the M&A activity that has dominated Bermuda's insurance sector over the last six months. In our last edition we reported on the US$3.2 billion bid by Endurance Specialty Holdings Ltd. (NYSE:ENH) for Aspen Insurance Holdings Ltd. (NASDAQ:AHL) which did not proceed, having been rejected by Aspen's board.

However, four tie-ups have been announced since then, with two already completed. A termination fee has featured in most of the deals, and Conyers has been advising boards on directors' duties as they consider transactions, including the appropriateness and the level of the termination fee.
  • RenaissanceRe Holdings Ltd. (NYSE:RNR) acquired Platinum Underwriters Holdings, Ltd. (NYSE:PTP) in a deal valuing Platinum at approximately US$1.9 billion. The deal was announced on 24 November 2014 and closed on 2 March 2015. The agreed termination fee was US$60 million.
  • XL Group plc (NYSE:XL) acquired Catlin Group Limited (LSE:CGL) for a reported US$4.1 billion. The deal was announced on 9 January 2015 and closed on 1 May 2015. No termination fee was agreed for the deal.
  • AXIS Capital Holdings Limited (NYSE:AXS) and PartnerRe Ltd. (NYSE:PRE) announced on 25 January 2015 that they had agreed to combine in a US$11 billion merger of equals. Upon completion of the transaction, shareholders of PartnerRe and AXIS will own approximately 51.6% and 48.4% of the combined company respectively. The agreed termination fee was initially US$250 million and increased to US$280 million.
  • Endurance Specialty Holdings Ltd. (NYSE:ENH) and Montpelier Re Holdings Ltd. (NYSE:MRH) announced on 31 March 2015 that Endurance would acquire Montpelier through a merger valuing Montpelier at US$1.83 billion. The reported agreed termination fee is US$73.25 million.
These transactions were based on the premise that the combined companies will be stronger and more competitive, which should strengthen Bermuda's position as a major international re/insurance market. Expected benefits for the merged entities include: business synergies; capital efficiencies; greater strategic flexibility; enhanced product and geographic diversification; expanded but more efficient global networks; and improved standing with intermediaries. It is thought that other Bermuda companies are likely to adopt this current bigger is better philosophy and seek strategic partners for themselves.

A soft re/insurance market is driving the M&A trend, along with other market forces as Fitch recently reported: "Traditional, stand-alone Bermudian property catastrophe reinsurers compete most directly with the alternative reinsurance market. Their business models have fewer diversified sources of earnings, thus they face the greatest threat from alternative capital sources.

"Alternative sources of reinsurance capital are coming from hedge funds and private equity managers seeking to expand the breadth of investment opportunities by structuring risk-transfer solutions, or sidecars".

In addition to advising on Bermuda insurance company M&A deals, Conyers is a leading firm in establishing Bermuda structures for alternative sources of reinsurance capital.

Awards and Accolades

Conyers Dill & Pearman has been recognised as a Tier 1 law firm in the IFLR1000's 2015 edition in the Financial and Corporate – Offshore Firms category and has been recognised as a Top-Tier Firm in the 2015 edition of Legal 500.

Chambers & Partners recently named Conyers the sole Band 1 firm for Bermuda corporate and finance work in its 2015 directory. David Cooke and Graham Collis were also recognised in Band 1.

Facts About Conyers

  • We are the only offshore firm ranked by volume and deal count in the top 20 for US Equity Offerings Issuer Advisers (IPO).
  • We are the highest ranked offshore firm by deal count for Global Equity IPO Issuer Advisers.
  • We are recognised as the leading Bermuda law firm advising Bermuda public company issuers and underwriters. As issuer's counsel we have advised on the IPOs of more than 50% of the Bermuda companies listed on the NYSE and NASDAQ.
  • We acted as issuer's counsel for all Bermuda company IPOs on the NYSE and NASDAQ in 2014.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.