Conyers Bermuda Corporate Practice Group 2015 Year in Review

JANUARY 2016
BERMUDA CORPORATE PRACTICE GROUP
2015 YEAR IN REVIEW
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE / conyersdill.com

2015 was another active year for the Conyers Bermuda corporate practice. Our workflow paralleled trends
in the global markets, which were characterised by a buoyant M&A sector and a skittish capital markets
environment. Our continued ability to win mandates on the highest profile transactions in the jurisdiction
has resulted in our maintenance of top tier rankings in leading legal directories. We are proud to have been
described by our clients as having “unrivalled experience and expertise in Bermuda” – IFLR 1000, 2016.
Against the backdrop of slowed capital markets to which higher
interest rates, low commodity prices and declines in China and
Europe all contributed, Bermuda companies on the NYSE and
Nasdaq still managed to raise approximately US$10 billion of
capital in 2015 - more than twice the amount of any other
offshore jurisdiction. Conyers advised issuers (including Axovant
Sciences Ltd., the only new Bermuda company issuer to list on
these exchanges) and underwriters on the majority of these
transactions.
Global economic pressures contributed to an increase in M&A
activity, as companies sought ways to take advantage of a
low-inflation environment and to boost growth in an otherwise
sluggish economy. Global deal volume reached a record US$5
trillion in 2015, up 37% from the previous year. M&A activity in the
global insurance sector surged during 2015 with over US$143
billion worth of deals – three times the deal value recorded
during 2014. This trend was evident in the Bermuda insurance
market, where 21 M&A transactions were completed. Conyers
advised on the majority of these transactions, including AXIS on
its proposed amalgamation with PartnerRe.
In addition to the M&A activity in the insurance sector, Bermuda
achieved full Solvency II equivalence, a status critical to conducting
business within the European Union. Another notable
development was the continued strength of Insurance-Linked
Securities (“ILS”), as the number of ILS listed on the Bermuda
Stock Exchange grew by 28% in 2015, valued at over US$19
billion. Conyers, again, was Bermuda counsel on the vast majority
of these transactions.
Bermuda will host the America’s Cup in 2017. Our corporate
practice has assisted the regatta officials and participating
teams with the establishment of local companies in support
of the campaign to challenge Oracle for the “Auld Mug” in 2017.
This Year in Review highlights these trends and other notable
transactions completed by our Bermuda corporate practice in
2015. We are grateful to our clients and the international legal
advisors we work with and we look forward to building our
relationships with you in the coming year.

General Corporate Practice Highlights
We have set out below details of some of our most
significant transactions of 2015.
CONYERS DILL & PEARMAN
HAS MORE RANKED CORPORATE
LAWYERS ACROSS LEGAL
DIRECTORIES THAN ANY OTHER
BERMUDA FIRM.
US$1.78 billion sale of Milestone Aviation Group Limited
The sale of The Milestone Aviation Group Limited (“Milestone”)
completed in January. Milestone is the world’s largest specialist
helicopter leasing company and was sold to GECAS for US$1.78
billion. Conyers has advised Milestone since its formation in 2010
by co-founder Richard Santulli, a veteran of the aviation industry.
With an initial capitalisation of US$500 million, Milestone’s fleet
had grown to 143 helicopters valued at US$2.2 billion at the time
of the sale, with more than 145 helicopters on order worth US$3.4
billion. Conyers provided Bermuda legal advice on the proposed
IPO of the company and subsequent sale to GECAS.
Actavis, Inc. Acquires Allergan Inc. for US$66 billion
We provided advice to Actavis, Inc. on its US$66 billion acquisition
of Allergan Inc. which closed in March. The combination
created one of the world’s top 10 pharmaceutical companies by
sales revenue, with combined annual pro forma revenues of more
than US$23 billion anticipated in 2015. The deal is expected to
generate more than US$8 billion in cash flow in 2016, enabling
Actavis, Inc. to reduce debt. The company also anticipates
approximately US$1.8 billion in operating and financial synergies
to be achieved within one year of the closing.
Anheuser-Busch InBev SA/NV makes Formal Offer to Acquire
SABMiller plc
In November, Anheuser-Busch InBev SA/NV. (“AB InBev”) made
a formal offer to acquire all of the shares of SABMiller plc
(“SABM”), valuing SABM at approximately £71 billion in the
aggregate (the “Potential Acquisition”). Conyers was involved as
part of a global team advising one of the largest shareholders of
SABM, BEVCO Ltd. on its participation in the transaction.
The Potential Acquisition, which is subject to regulatory approvals,
is the largest ever offer for a UK company. If completed, it
will be the world’s third largest takeover ever, creating a global
brewer that will become one of the world’s leading consumer
products companies. Dubbed “Megabrew” by analysts, the new
company will be the world’s largest consumer-staples maker by
earnings, according to Exane BNP Paribas, generating profits of
about US$25 billion. The enlarged brewer will have the No. 1 or
No. 2 position in 24 of the world’s 30 biggest beer markets.
AB InBev will finance the cash part of the Potential Acquisition
from existing resources and third-party debt. It has lined up banks
to raise US$75 billion in financing, a record commercial loan.
AXOVANT - LARGEST BIOTECH IPO IN HISTORY
The US Biotech sector experienced a booming year in 2015. Conyers’
Bermuda corporate practice advised on a number of high-profile
deals in this sector including the most notable - the IPO of New
York-based Axovant Sciences Ltd. (NYSE: AXON) that raised US$315
million in June and gave the newly-listed company an immediate
post-IPO valuation of US$3 billion.
This was the largest Biotech IPO in history which saw Axovant offer
21 million of its common shares, including exercise in full of a green
shoe option. Roivant Sciences Ltd., the Bermuda parent company of
Axovant, retained 75% ownership.
Axovant is an innovative drug developer in the Alzheimer’s space
and draws attention to the depth of funding and expertise available
for pharmaceutical development on the East Coast. The Axovant IPO
is notable for being the first biopharmaceutical IPO to use a Bermuda
company for the listing vehicle. Axovant was advised by Conyers
from the inception of the IPO process and became the latest in a
growing number of US biopharmaceutical companies which have
chosen to domicile in Bermuda.
AWARDS AND ACCOLADES
Sole Band 1 firm in Bermuda,
Corporate & Finance and
15 top-ranked partners
“A dominant force in the market, with
a strong bench of lawyers who offer
expertise across the board”
Tier 1 Corporate & Commercial with
18 ranked lawyers
“experts in IPOs, M&A and insurance,
as well as securitisation, ship and
aircraft finance, and corporate
restructuring”
Tier 1 Financial & Corporate, with
10 ranked lawyers
“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.”
– IFLR 1000, 2016
Who’s Who Legal Bermuda Firm of
the Year every year since 2006
2

Insurance
Bermuda’s insurance industry experienced a year of milestones in 2015. In November, Bermuda received
full Solvency II equivalence – joining Switzerland as the only jurisdictions to receive such an endorsement.
The Island’s government and business community worked toward equivalency for over six years. This
achievement benefits the (re)insurance sector as it creates a level playing field for commercial insurers to
conduct business within the European Union. Further, it was a record year for M&A tie-ups in the insurance
industry. In all 21 transactions were completed, with our leading insurance team advising on the majority.
HIGHLIGHTED TRANSACTIONS
Fidelis Insurance forms in Bermuda – the largest new Class 4
Insurer in a decade
Conyers advised on the formation, licensing and capitalisation
(US$1.5 billion) of Fidelis Insurance Holdings Limited and its
wholly-owned subsidiary, Fidelis Insurance Bermuda Limited in
June. The transaction represents the largest new start-up Bermuda
Class 4 commercial reinsurer since 2005, and is the single largest
insurance capital raising transaction for 2015.
Issuance of the first Chinese-sponsored cat bond –
Panda Re Ltd.
The third quarter of 2015 saw the issuance of the first Chinesesponsored
cat bond, Panda Re, an indication of the everbroadening
acceptance of innovative structures – yet another
endorsement of Bermuda as the jurisdiction of choice.
Qatar Reinsurance Company Limited Redomiciles to Bermuda
Qatar Reinsurance Company Limited (“Qatar Re”), the established
reinsurance subsidiary of the US$4.3 billion Qatar Insurance
Company (“QIC”) group, completed its re-domicile to Bermuda,
and was licensed by the Bermuda Monetary Authority as a Class 4
reinsurer in December. Qatar Re cited Bermuda’s “decades of
proven reliability”, “uncontested best practices” and its anticipated
full Solvency II equivalence as being some of the regulatory drivers
for its move to Bermuda.
From a commercial perspective, Qatar Re also noted that the move
will allow the company to expand its client base through additional
products and underwriting expertise as well as an increased
market scope and presence, and that it will support its ability to
access and compete throughout the world’s markets in a credible
manner.
EXOR OUTBIDS AXIS FOR PARTNERRE
In late 2014 PartnerRe Ltd. (“PartnerRe”) identified AXIS Capital
Holdings Limited (“AXIS”) as an attractive candidate for its strategic
goals at that time. The two explored a potential merger of equals,
announcing their agreement to amalgamate on 25 January 2015 in a
US$11 billion shares-only deal which would have created the world’s
fifth-largest property-and-casualty reinsurer.
On 14 April 2015 EXOR S.p.A. (“EXOR”) announced a US$6.4 billion
cash offer for 100% of the common shares of PartnerRe, which it
represented as a 16% premium to the AXIS-PartnerRe deal. On 4 May
EXOR’s offer was rejected on the basis that it undervalued PartnerRe,
and on the same day PartnerRe and AXIS reaffirmed their deal which
now included a special dividend and termination fees increased by
US$30 million to US$280 million. EXOR responded by raising its offer
to US$6.8 billion, which it represented as a 10% premium to the
revised AXIS-PartnerRe deal. PartnerRe again turned down EXOR’s
offer on value and terms.
Following a further round of deal enhancements, PartnerRe
announced on 3 August that it had agreed to be acquired by EXOR
and would pay US$315 million to AXIS to terminate their agreement
to amalgamate. During the “go shop” period that followed no
alternative offers for PartnerRe were made and at its 19 November
special general meeting the merger with EXOR was approved with
the deal expected to close in February 2016.
Of interest from the Bermuda corporate law perspective is the fact
that the AXIS-PartnerRe agreement featured a “force the vote” deal
protection provision. Although that vote was never held, in connection
with the proxy contest beforehand EXOR sought an injunction
from the Supreme Court of Bermuda to compel PartnerRe to disclose
certain non-public information related to its beneficial owners;
however that injunction was denied.
3

Transportation
Shipping: In 2015, Bermuda’s Department of Marine Administration registered 33 vessels, marking a
banner year for ship registrations. Our shipping practice handled the majority of these new registrations,
including the four vessels registered as part of Stena IMOIIMAX’s Newbuilding Project.
Our shipping team also advised Team Tankers International Ltd.
on its debt for equity swap and restructuring that resulted in 14
vessels registered in Bermuda and an exchange offer that resulted
in a new Bermuda company listing on the Oslo Børs.
The Team Tankers International Ltd. (“TTI”) transactions were of
historic proportions in both Norway and Bermuda which resulted
from the decision of the Eitzen Chemical shipping group to
redomesticate to Bermuda. As part of the redomestication, the
group undertook a restructuring that involved the transfer of
about a third of its fleet from the Singapore ship registry to
Bermuda. Simultaneous with the closing of the restructuring, the
group launched a debt to equity exchange offer valued at
approximately US$840 million that was unanimously accepted by
its shareholders.
The deal was ambitious and extremely complex in scope. The
registration of 14 ships in January 2015 set a record for the highest
number of ships registered at one time on the Bermuda ship
registry. The US$840 million debt to equity conversion was one of
the largest ever debt to equity conversions completed in Norway.
Following the debt to equity conversion, all shareholders of Eitzen
Chemical ASA were offered shares in TTI pursuant to the terms of
an exchange offer. There were also successful retail and employee
share offerings that resulted in the shares of the new Bermuda
holding company being approved for listing on the Oslo Børs in
March. The successful exchange offer and listing valued the group
at approximately US$300 million and resulted in TTI becoming the
new holding company for Eitzen Chemical ASA. The listing of TTI
brings the current number of Bermuda companies listed on the
Oslo Børs to 13.
Aviation: Conyers’ Aviation practice is at the forefront of the offshore airfinance industry, and represents
many of the world’s leading airlines and leasing companies on cross-border transactions.
In December, we advised Castlelake in connection with its
US$713 million aircraft securitization. Castlelake Aircraft Securitization
Trust 2015-1, is backed by 54 aircraft and six aircraft
engines. The portfolio is on lease to 23 airlines in 18 countries.
Castlelake will act as the servicer on the deal. Deutsche Bank
and Goldman Sachs were the lead bookrunners on the transaction.
Conyers also acted for Castlelake in connection with its
initial deal in the ABS market in March 2014, a US$515.6 million
securitization, which was named Airfinance Journal’s Innovative
Deal of the Year 2014.
WHO’S WHO LEGAL 2015 - AVIATION
FINANCE RECOMMENDS THREE OF
CONYERS’ BERMUDA LAWYERS.
4

Funds
Bermuda’s re-emergence in the investment fund industry continued in 2015. The Island’s Insurance-Linked
Securities (“ILS”) sector which includes ILS investment fund structures had a record-setting performance,
which resulted in a record number of new ILS issuances. The value of these securities listed on the Bermuda
Stock Exchange topped US$19 billion, an increase of 28% over 2014 (see graphics below).
In 2015, our funds team supported new legislative initiatives and
lobbying activities, which have effected change and ultimately
marketability of Bermuda fund vehicles on a global stage.
Working alongside government and business partners in
Bermuda, we have advised on revisions to the Limited Partnership
Act and the new Contracts (Rights of Third Parties) Bill. In
conjunction with the Bermuda Business Development Association,
we have supported the Regulatory Compliance Association
through speaking engagements and informational sessions.
This new wave of “boots on the ground” further underscores the
successful efforts of the Government of Bermuda and industry in
attracting global asset management players to domicile their
operations in Bermuda, given its business friendly environment,
vibrant infrastructure and ease of migration. The Firm has also
assisted a significant number of investment managers with
respect to including Bermuda entities within their management
structures. MENA based investment managers have been
particularly interested in the value proposition offered by
Bermuda and the ease of set up.
BERMUDA ILS ISSUANCES
UK Investment Firm Launches Innovative Fund Aimed at
Eco-Savvy Investors
60
50
40
30
20
25
36
58
Conyers advised a leading UK investment firm on its launch of a
Bermuda investment fund innovatively aimed at eco-savvy
investors. The fund follows an investment mandate of investing
in carbon credits with its investment consideration being the
protection, regeneration and restoration of forests, peat lands
and natural habitats while generating impressive returns to
investors.
10
0
3
YR 2010
8
YR 2011
11
YR 2012
YR 2013
YR 2014
YR 2015
ILS & CAT BONDS LISTED ON BSX
20
HIGHLIGHTED TRANSACTIONS
Advising Investment Managers on their Migrations to
Bermuda
Conyers advised a number of investment managers based in the
UK, US and Singapore with respect to their migrations to
Bermuda and establishment of physical premises on the Island.
15
10
5
0
9.713
BIL
YR 2013
15.912
BIL
YR 2014
19.21
BIL
YR 2015
5

Transactions
OTHER NOTABLE TRANSACTIONS
• Advised on the Bermuda regulatory aspects of the merger of
Towers Watson & Co. and Willis Group Holdings plc. (January)
• Assisted Global Container Assets 2014 Limited on its US$473
million Note Offering. (February)
• Advised Valeant Pharmaceuticals International, Inc. on its
US$1 billion Bond Offering of 5.50% senior notes due 2023.
(February)
• Advised Horizon Pharma plc on its issue of US$400 million
2.50% Exchangeable Senior Notes. (March)
• Advised Tsakos Energy Navigation Limited on its Public
Offering of US$85 million 8.75% Series D Preferred Shares
listed on the New York Stock Exchange. (April)
• Advised Kosmos Energy Ltd. on its US$225 million Private
Offering. (April)
• Advised Platinum Underwriters Holdings, Ltd. on the merger
between Platinum, RenaissanceRe Holdings Ltd. and Port
Holdings Ltd. (April)
• Advised Tower Group International Ltd. on its acquisition by
ACP Re Ltd. (April)
• Advised DaVinciRe Holdings Ltd. on its US$150 million Notes
Offering. (June)
• Advised Textainer Group Holdings on an amendment on
Textainer Limited’s US$700 million five-year revolving credit
facility. (July)
• Advised GasLog Ltd. on its 7.5 million public offering of common
units. (August)
• Advised Northern Offshore, Ltd. on their acquisition by
Shandong Offshore Company Limited. (August)
• Acted for Gener8 Maritime, Inc. in respect of the Bermuda law
aspects of an offering of 15 million common shares at a price of
US$14.00 per share. (August)
• Advised Kosmos Energy Ltd. on the increase in its Multicurrency
Revolving Credit Facility Agreement to US$400 million.
(October)
2015 u BY THE NUMBERS
18.83 BIL
14
9
#1
18
10 BIL
TOTAL VALUE OF
4 INSURANCE RELATED
M&A TRANSACTIONS
WORKED ON
MOST NUMBER OF
VESSELS
REGISTERED AT
ONE TIME IN
BERMUDA
ONLY OFFSHORE
FIRM RANKED ON
9 DIFFERENT
LEAGUE TABLES
ONLY BAND 1 FIRM
RANKED BY
CHAMBERS GLOBAL
FOR CORPORATE &
COMMERCIAL WORK
IN BERMUDA
BERMUDA LAWYERS
RANKED TIER 1
CORPORATE AND
COMMERCIAL BY
LEGAL 500
FUNDS RAISED
BY BERMUDA
COMPANIES LISTED ON
NYSE AND NASDAQ
6

Contributors
Marcello Ausenda, DIRECTOR
marcello.ausenda@conyersdill.com
+1 441 299 4954
Michael Frith, DIRECTOR
michael.frith@conyersdill.com
+1 441 278 7969
Paul Nystrom, COUNSEL
paul.nystrom@conyersdill.com
+1 441 298 7871
David Astwood, DIRECTOR
david.astwood@conyersdill.com
+1 441 299 4937
Chris Garrod, DIRECTOR
chris.garrod@conyersdill.com
+1 441 299 4923
Robert Alexander, ASSOCIATE
robert.alexander@conyersdill.com
+1 441 298 7861
Charles Collis, DIRECTOR
charles.collis@conyersdill.com
+1 441 299 4918
Neil Henderson, DIRECTOR
neil.henderson@conyersdill.com
+1 441 298 7846
Sophia Greaves, ASSOCIATE
sophia.greaves@conyersdill.com
+1 441 294 5929
Graham Collis, DIRECTOR
graham.collis@conyersdill.com
+1 441 299 4965
Julie McLean, DIRECTOR
julie.mclean@conyersdill.com
+1 441 299 4925
Niel Jones, ASSOCIATE
niel.jones@conyersdill.com
+1 441 299 4903
Guy Cooper, DIRECTOR
guy.cooper@conyersdill.com
+1 441 299 4938
Jason Piney, DIRECTOR
jason.piney@conyersdill.com
+1 441 299 4993
Kathleen Moniz, ASSOCIATE
kathleen.moniz@conyersdill.com
+1 441 298 7883
Elizabeth Denman, DIRECTOR
elizabeth.denman@conyersdill.com
+1 441 278 7842
/ Head of Corporate Practice
David Cooke, DIRECTOR
david.cooke@conyersdill.com
+1 441 299 4933
CONYERS DILL &
PEARMAN LIMITED
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Tel: +1 441 295 1422
About Conyers Dill & Pearman
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 our 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.
FOR ADDITIONAL INFORMATION ABOUT THE CONTENT PRESENTED
IN THIS UPDATE OR OUR SERVICE OFFERINGS, PLEASE CONTACT
ONE OF OUR LAWYERS LISTED ABOVE.