Conyers Bermuda Corporate Practice Group 2015 Year in Review

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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
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Page 3: General Corporate Practice Highligh
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Conyers Bermuda Corporate Practice Group 2015 Year in Review

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