Conyers Bermuda Public Companies Update (May 2016)

BERMUDA PUBLIC COMPANIES UPDATE MAY 2016
BERMUDA
PUBLIC COMPANIES UPDATE
MAY 2016
We are pleased to present the latest edition of our Bermuda Public
Companies Update which features a summary of significant transactions
involving Bermuda public companies listed on the NYSE and Nasdaq
for the period of Q4 2015 through Q1 2016.
Despite the unsettled state of the capital markets that have characterized
the last six months, there have been significant positive developments
that have consolidated Bermuda’s position as a leading domicile for
public companies on the principal US stock exchanges. In the insurance
sector, Bermuda achieved Solvency II equivalence which has prompted
global insurer XL Group plc to announce that it will move its corporate
home from Ireland to Bermuda. Although there were no new Bermuda
company IPOs in the US markets during the period, TAL International
Group, Inc. (NYSE:TAL) (a Delaware corporation) announced a merger
transaction that is expected to result in the listing of a new Bermuda
holding company on the NYSE. Markit Ltd. (Nasdaq:MRKT) has also
announced a US$13 billion merger of equals with IHS Inc. (NYSE:IHS)
which will result in the combined group Bermuda holding company as
the listed company. More details of these highlighted transactions can
be found in our feature article on page three of this update.
This edition also includes statistical information about the size of the
Bermuda public companies market and Conyers’ position as the leading
advisor in this sector. As always, we hope that this update will be of interest
to our legal colleagues, clients and Bermuda market followers.
HIGHLIGHTED TRANSACTIONS
NYSE
• Endurance Specialty Holdings Ltd. (NYSE:ENH) completed
a US$200 million Fixed Income Offering of 8,000,000 depositary
shares each representing a 1/1,000th interest in a share of 6.35%
non-cumulative preferred shares, Series C. (November)
• Triton Container International Limited entered into a definitive
agreement with TAL International Group, Inc. (NYSE:TAL) for an all-stock
merger of equals. The new holding company, Triton International
Limited, will be domiciled in Bermuda and is expected to be listed on
the NYSE. (November)
• NXP Semiconductors NV (NasdaqGS:NXPI) completed the acquisition of
Freescale Semiconductor Ltd. (NYSE:FSL) from a consortium of
sellers for approximately US$11.6 billion. (December)
• Frontline Ltd. (NYSE:FRO) and Frontline 2012 Ltd. (OTCNO:FRNT)
completed their merger with Frontline 2012 becoming a wholly-owned
subsidiary of Frontline Ltd. (December)
• Kinder Morgan, Inc. (NYSE:KMI) and Brookfield Infrastructure
Partners L.P. (NYSE:BIP) completed the acquisition of the remaining
53% stake in Natural Gas Pipeline Company of America LLC from
SteelRiver Infrastructure Partners LP and other shareholders for
approximately US$240 million. (December)
NYSE & NASDAQ EXCHANGES
• Axovant Sciences Ltd. (NYSE:AXON) acquired global rights to
Nelotanserin from Roivant Sciences Ltd. for US$4.8 million. (November)
• Axalta Coating Systems Ltd. (NYSE:AXTA) acquired ChemSpec USA Inc.
from Chemical Specialities Limited for an undisclosed sum. (November)
US$199
billion
20
64
• Travelport Worldwide Limited (NYSE:TVPT) completed an underwritten
public offering of 10,000,000 common shares, of which 850,000
shares were offered and sold by Travelport and 9,150,000 shares were
offered and sold by selling shareholders, at US$14.16 per share. Travelport
received approximately US$12 million of gross proceeds from the
offering. (November)
• Nordic American Tankers Limited (NYSE:NAT) acquired an
additional 6.5% stake in Nordic American Offshore Ltd. (NYSE:NAO) for
US$9.5 million. (November)
market
capitalization
of bermuda
companies listed
bermuda
insurance companies
listed
bermuda companies
listed
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE / conyersdill.com

BERMUDA PUBLIC COMPANIES UPDATE MAY 2016
• Brookfield Property Partners L.P. (NYSE:BPY) and Korea Investment
Corporation completed the acquisition of Quartier Potsdamer Platz
from SEB Immoinvest (managed by Savills Fund Management GmbH)
for €1.3 billion. (January)
• Hydro One Inc. entered into an agreement to acquire Great Lakes Power
Transmission LP from Brookfield Infrastructure Partners L.P.
(NYSE:BIP) for approximately CA$370 million. (January)
• Invesco Ltd. (NYSE:IVZ) acquired financial technology firm Jemstep
Inc. for an undisclosed sum. (January)
• Aspen Insurance Holdings Ltd. (NYSE:AHL) acquired Agrilogic
Insurance Services, LLC for an undisclosed sum. (January)
• Sumitomo Life Insurance Company completed the acquisition of Symetra
Financial Corporation (NYSE:SYA) from White Mountains Insurance
Group, Ltd. (NYSE:WTM), Berkshire Hathaway Inc. (NYSE:BRK.A)
and others for approximately US$3.7 billion in cash. (January)
• Brookfield Property Partners L.P. (NYSE:BPY) entered into a contract
to sell a 50% interest in World Square Shopping Centre in Sydney for
approximately AU$280 million. (February)
• Lincoln Property Company and The Goldman Sachs Group, Inc., Investment
Arm, acquired Gainey Center II from Invesco Ltd. (NYSE:IVZ) for
US$35.3 million. (March)
• Travelport Worldwide Limited (NYSE:TVPT) completed a US$141.6
million secondary offering by selling shareholders of approximately
10,500,000 common shares. (March)
• Aircastle Limited (NYSE:AYR) completed a US$500 million offering
of 5% senior notes due 2023. Aircastle plans to use the proceeds for
general corporate purposes, which may include the acquisition of
aircraft or the refinancing of its existing indebtedness. (March)
• Exor S.p.A. (BIT:EXO) completed its acquisition of PartnerRe Ltd.
(NYSE:PRE) from Stone Point Capital LLC and other shareholders for
approximately US$6.9 billion in cash. (March)
• Travelport Worldwide Limited (NYSE:TVPT) acquired its third
party distributor, Galileo Japan, for an undisclosed sum. (April)
• Brookfield Property Partners L.P. (NYSE:BPY) and AustralianSuper
Pty Ltd acquired an office building in Boston’s financial district from
Broder Properties, LLC for US$33 million. (April)
• Brookfield Property Partners L.P. (NYSE:BPY) agreed to acquire a
1.2 million square foot Maryland portfolio from Washington Real Estate
Investment Trust (NYSE:WRE) for US$240 million. (April)
• Brookfield Property Partners L.P. (NYSE:BPY) and China Life
Insurance (Group) Company Limited completed the acquisition of
Aldgate Tower for approximately for £350 million. (April)
• Invesco Ltd. (NYSE:IVZ) completed the acquisition of the remaining
51% stake in Religare Asset Management Company Private Limited
from Religare Securities Limited for an undisclosed sum. (April)
• Invesco Ltd. (NYSE:IVZ) and Simon Property Group Inc. (NYSE:SPG)
completed the acquisition of The Shops at Crystals in Las Vegas
from CityCenter Holdings, LLC for US$1.1 billion. (April)
CONYERS’ 2015 LEAGUE TABLE STATS
Bloomberg, Mergermarket, Thomson Reuters
RANKED
only ranked
offshore law firm
on13
league tables
NASDAQ
TWO YEARS
in a row
issuer advisors
in global equity
capital markets
highest ranked
offshore law firm
on22
league tables
85
issues
totalling
US$9.4
billion
the only
offshore law firm
on6
M&A league
tables
• Maiden Holdings, Ltd. (NasdaqGS:MHLD) completed a US$150 million
underwritten public offering of 7.12% non-cumulative preference shares,
Series C, with a liquidation preference of US$25.00 per share. The company
expects to use the net proceeds from the offering for continued support
and development of its reinsurance business and for other general
corporate purposes, which may include acquisitions, working capital
and repaying outstanding indebtedness, including Maiden Holdings
North America, Ltd.’s outstanding US$107.5 million aggregate principal
amount of 8.25% senior notes due 2041. (November)
• Norwegian Cruise Line Holdings Ltd (NasdaqGS:NCLH)
completed a US$596 million secondary offering of approximately
10,300,000 ordinary shares. (December)
• Golden Ocean Group Limited (NasdaqGS:GOGL) completed a
NOK1.7 billion secondary offering of approximately 13,500,000 ordinary
shares. (February)
• Markit Ltd. (NasdaqGS:MRKT) acquired the credit default swap pricing
service of Fitch Solutions, Inc. for an undisclosed sum. (March)
• Markit Ltd. (NasdaqGS:MRKT) signed a definitive agreement to
merge with IHS Inc. (NYSE:IHS) in a deal valued at US$13 billion.
(March)
• Helen of Troy Limited (NasdaqGS:HELE) completed the acquisition
of membership units of Steel Technology, LLC for approximately
US$210 million. (March)
• VimpelCom Ltd. (NasdaqGS:VIP) acquired a 50.25% stake in Eurus
Holding B.V. for an undisclosed sum. (March)
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE / conyersdill.com

BERMUDA PUBLIC COMPANIES UPDATE MAY 2016
BERMUDA AFFIRMS ITS POSITION AS A LEADING
DOMICILE FOR PUBLIC COMPANIES
Since our last publication significant deals
and developments have been announced
that have bolstered Bermuda’s reputation
as a leading jurisdiction for public
companies. Of particular significance for
insurance groups, Bermuda has achieved
full Solvency II equivalence. The Island
is second only to Switzerland in receiving
this endorsement. This milestone means
that the regulatory, supervisory and
monitoring roles of the Bermuda Monetary
Authority (“BMA”) are considered in line
with those of European regulators. It allows
Bermuda insurers to compete for EU
business on an equal footing with EUbased
insurers.
A number of insurance groups currently
have a Bermuda company as their top-level
holding company, but the enhanced
regulatory status of Solvency II equivalence
makes the jurisdiction even more attractive.
Indeed, it is seen as a major benefit by
global insurer XL Group plc (“XL”), which,
subject to shareholder approval, plans
to undergo a scheme of arrangement to
replace its top-level Irish holding company
with a Bermuda exempted company. In
noting it would be a natural step for
XL, which has its largest operating
subsidiary in Bermuda where the group
has had a presence for 30 years, XL’s
CEO Michael S. McGavick said, “Following
the Catlin transaction, and with the
recent determination of full Solvency II
equivalence for Bermuda, it has been
concluded that the BMA is best situated
to serve as XL’s group-wide supervisor
and to approve XL’s internal capital model”.
In the M&A sector, there have been two
merger announcements, in particular, that
have underlined market confidence in
Bermuda public companies. On 9 November
2015, TAL International Group, Inc. (a
Delaware corporation - NYSE:TAL) and
Triton Container International Limited
(a privately held Bermuda company)
announced they had entered into an
all-stock merger of equals transaction
providing for the combination of TAL
and Triton under a new Bermuda holding
company named Triton International
Limited. This will create the world’s
largest lessor of intermodal freight
containers and is expected to be listed
on the NYSE. The transaction will feature
two mergers and TAL stockholders will
hold approximately 45%, while Triton
shareholders will hold approximately
55% of the new holding company.
The second announcement was by IHS
Inc. (a Delaware corporation - NYSE:IHS)
and Markit Ltd. (a Bermuda company
- Nasdaq:MRKT) on 21 March 2016,
following the signing of a definitive
agreement under which these groups
will combine in a US$13 billion all-share
merger of equals to create a global leader
in critical information, analytics and
solutions. The transaction will feature a
merger under Delaware law with IHS
becoming a subsidiary of Markit (to be
renamed IHS Markit Ltd). IHS shareholders
will own approximately 57% and Markit
shareholders will own approximately
43% of IHS Markit Ltd. As with the
TAL-Triton deal, notwithstanding the
established Delaware connection, the
parties have chosen for the combined
group to have a Bermuda holding company
– thus confirming Bermuda’s position
as a leader for public companies with
global operations.
Upon consummation of the above
transactions, the market capitalization
of Bermuda companies listed on the
principal US exchanges will increase
from approximately US$200 billion to
approximately US$218 billion and the
number of Bermuda companies listed on
these exchanges will increase to 66.
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE / conyersdill.com

BERMUDA PUBLIC COMPANIES UPDATE MAY 2016
AWARDS AND ACCOLADES
KEY CONTACTS
BERMUDA
DAVID W.P. COOKE
Director
david.cooke@conyersdill.com
+1 441 299 4933
CHAMBERS GLOBAL
Corporate & Finance
Sole Band 1 Firm
in Bermuda, with 17
Top-Ranked lawyers
LEGAL 500
18 Bermuda
Lawyers Ranked
Tier 1 Corporate and
Commercial
GRAHAM B.R. COLLIS
Director
graham.collis@conyersdill.com
+1 441 299 4965
“a dominant force in the market,
with a strong bench of lawyers who
offer expertise across the board”
“experts in IPOs, M&A and
insurance, as well as securitisation,
ship and aircraft finance, and
corporate restructuring”
MARCELLO AUSENDA
Director
marcello.ausenda@conyersdill.com
+1 441 299 4954
IFLR 1000
10 Ranked
Corporate
Lawyers
WWL AWARDS
Who’s Who Legal
Bermuda Firm
of the Year
NIEL L. JONES
Director
niel.jones@conyersdill.com
+1 441 299 4903
Founded 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 130 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 provide
a range of trust, corporate secretarial, accounting and management services.
“unrivalled experience
and expertise in Bermuda...
even competitors acknowledge
the excellence of Conyers. There
is no denying that Conyers has
the broadest corporate practice
and is the best-established law
firm in the jurisdiction.”
Bermuda Firm of the Year
every year since 2006
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