Conyers Bermuda Corporate Practice Group 2015 Year in Review

More documents

Recommendations

Info

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
Page 1: JANUARY 2016 BERMUDA CORPORATE PRAC
Page 5 and 6: Transportation Shipping: In 2015, B
Page 7 and 8: Transactions OTHER NOTABLE TRANSACT

Conyers Bermuda Corporate Practice Group 2015 Year in Review

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?