The US IPO market is moving from strength to strength. 2014 year-to-date IPO activity is robust, with the largest number of offerings since 2000. The 206 offerings to date this year represent a 36% increase over 2013 (source: IPO ETF manager Renaissance Capital).

Remarkably, Q3 2014 raised US$37 billion – more proceeds than any quarter since Q4 1999. Alibaba's (NYSE: BABA) recordbreaking US$22 billion offering drove this gain, accounting for over half of proceeds. Conyers advised shareholder Yahoo! on the Cayman law aspects of this historic listing.

Bermuda companies are also increasingly active in the US IPO market. June's oversubscribed US$1.3 billion IPO of Markit Ltd. – the fourth largest in the US this year – saw the financial services provider join other Bermuda companies like Third Point Reinsurance, Essent Ltd. and GasLog Ltd. in listing on the principal US exchanges, including NASDAQ and the NYSE, over the past 18 months.

It is also noteworthy that another Bermuda company, Travelport Worldwide Limited, completed a US$480 million IPO and listing on the NYSE in September.

This update provides an overview of significant transactions involving Bermuda companies listed on the NYSE and NASDAQ exchanges for Q2 and Q3 2014. We hope that it will be of interest to our clients and legal colleagues.

HIGHLIGHTED TRANSACTIONS

ASPEN'S SUCCESSFUL DEFENCE OF ENDURANCE'S TAKE-OVER BID

One of the most significant events in the Bermuda public companies space since our last publication was the successful defence by Aspen Insurance Holdings Ltd. (NASDAQ: AHL) of a US$3.2 billion take-over bid by Endurance Specialty Holdings Ltd (NYSE: ENH). Endurance first made an offer for Aspen in April and raised its bid in June. In April Aspen adopted a one year shareholder rights plan, which significantly increased the cost of Endurance's bid unless Aspen's board approved it. The shareholder rights plan offered rights to Aspen shareholders to buy Aspen shares at discounted prices, if a person or group acquired 10% or more of Aspen's shares. For passive, institutional investors the threshold was 15%.

Aspen has a staggered board, with about a third of its directors up for election each year. Endurance asked Aspen shareholders to call a special meeting to consider increasing the size of Aspen's board to 19 from 12–which would have meant that a majority of the directors would be up for election at the 2015 annual general meeting–and to authorise support of a court–ordered meeting of Aspen shareholders to consider and vote on a scheme of arrangement under Section 99 of the Companies Act, 1981, in an attempt to bypass the board approval requirement and consequently effect a takeover by way of the scheme.

The SEC has approved a US$49.50-per–share exchange offer (increased from US$47.50) introduced by Endurance. More than three quarters of Aspen shareholders did not support either Endurance proposal. As a result, Endurance withdrew its offer before any court action was taken leaving open the question of whether the court would have directed that a scheme meeting be convened in the manner proposed by Endurance.

Conyers represented Aspen alongside Wachtell Lipton Rosen & Katz and Willkie Farr & Gallagher LLP in its successful defence.

NYSE

  • North American Tankers Limited (NYSE:NAT) completed a Follow-on Equity Offering in the amount of US$103 million. (April)
  • SeaDrill Limited (NYSE:SDRL) sold its 3.84% stake in SapuraKencana Petroleum Berhad (KLSE:SKPETRO) for US$300 million. (April)
  • GasLog Ltd. (NYSE:GLOG) completed a Follow-on Equity Offering in the amount of US$100 million. (April)
  • Tsakos Energy Navigation Limited (NYSE:TNP) completed a Follow-on Equity Offering in the amount of US$80 million. (April)
  • Lazard Ltd. (NYSE:LAZ) filed a Follow-on Equity Offering. (May)
  • Aircastle Limited (NYSE:AYR) filed a Shelf Registration in the amount of US$41 million. (May)
  • Genpact Ltd. (NYSE:G) completed the acquisition of Pharmalink Consulting Ltd. (May)
  • Nabors Industries Ltd. (NYSE: NBR) announced a spin-off of its oil well maintenance business followed by a merger of that business with C&J Energy Services (NYSE:CJED), in which Nabors will receive nearly US$940 million in cash and stock worth an approximately 53% ownership stake in C&J. The transaction, expected to close by the end of 2014, is valued at about US$2.8 billion. (June)
  • Brookfield Property Partners L.P. (NYSE:BPY) filed a Shelf Registration in the amount of US$30 million. (June)
  • Endurance Specialty Holdings Ltd. (NYSE:ENH) filed a Shelf Registration in the amount of US$1.7 billion. (June)
  • Tsakos Energy Navigation Limited (NYSE:TNP) filed a Shelf Registration in the amount of US$500 million. (June)
  • Seadrill Partners LLC (NYSE:SDRL) received US$100 million in funding from SeaDrill Limited. (June)
  • OneBeacon Insurance Group, Ltd. (NYSE:OB) filed a Shelf Registration in the amount of US$1109 million. (June)
  • Everest Re Group Ltd. (NYSE:RE) filed a Shelf Registration. (July)
  • Kosmos Energy Ltd. (NYSE:KOS) completed a Follow-on Equity Offering in the amount of US$168 million. (July)
  • Freescale Semiconductor, Ltd. (NYSE:FSL) filed a Shelf Registration in the amount of US$642 million. (July)
  • Kosmos Energy Ltd. (NYSE:KOS) announced the pricing of its previously announced private offering to eligible purchasers of US$300 million aggregate principal amount of its 7.875% senior secured notes due 2021. (July)
  • Wilton Re Holdings Limited completed the acquisition of Continental Assurance Company from CNA Financial Corporation (NYSE:CNA). (August)
  • FLY Leasing Limited (NYSE:FLY) filed a Shelf Registration in the amount of US$1 billion. (August)
  • Assured Guaranty Ltd. (NYSE:AGO) filed a Shelf Registration in the amount of US$175 million. (August)
  • White Mountains Insurance Group, Ltd. (NYSE:WTM) acquired a 63% stake in MG, LLC from VSS Communications Partners IV, L.P. fund of Veronis Suhler Stevenson for approximately US$180 million. The transaction was given early termination notice by Federal Trade Commission. Immediately following the closing, TRANZACT completed a recapitalization that allowed for the return of US$44 million in capital to White Mountains. (August)
  • Brookfield Property Partners L.P. (NYSE:BPY) agreed to acquire Capital Automotive L.P. from DRA Advisors LLC for US$4.3 billion. (August)
  • FLY Leasing Limited (NYSE:FLY) completed Fixed-Income Offerings in the amount of US$78 million and US$325 million. (September)
  • FLY Leasing Limited (NYSE: FLY) announced the pricing of US$400 million aggregate principal amount of senior unsecured notes, consisting of US$75 million aggregate principal amount of 6.750% senior notes due 2020 and US$325 million aggregate principal amount of 6.375% senior notes due 2021. (September)
  • Travelport Worldwide Limited (NYSE:TVPT) completed an IPO in the amount of US$480 million. (September)
  • Travelport Worldwide Limited (NYSE:TVPT) filed a Shelf Registration in the amount of US$230 million. (September)

NASDAQ

  • Enstar Group Limited (NasdaqGS:ESGR) and Trident Fund V managed by Stone Point Capital LLC completed the acquisition of Torus Insurance Holdings Limited from First Reserve Fund XII, L.P. managed by First Reserve Corporation, Corsair Capital LLC and other shareholders. (April)
  • M21K, LLC completed the acquisition of non-operated interests in Eugene Island 330 and South Marsh Island 128 from Energy XXI (Bermuda) Limited (NasdaqGS:EXXI). (April)
  • Frontline 2012 Ltd. announced the delivery of 25 capesize vessels into the fleet of Knightsbridge Tankers Ltd. (NasdaqGS:VLCC.F) to be effected by a reverse merger transaction resulting in the issuance of 62 million shares of Knightsbridge to Frontline. (April)
  • Enstar Group Limited (NasdaqGS:ESGR) filed a Shelf Registration in the amount of US$338 million. (April)
  • Central European Media Enterprises Ltd. (NasdaqGS:CETV) received US$58 million in funding from Time Warner Inc. (May)
  • Argo Group International Holdings, Ltd. (NasdaqGS:AGII) filed a Shelf Registration in the amount of US$201 million. (May)
  • Energy XXI (Bermuda) Limited (NasdaqGS:EXXI) completed the acquisition of EPL Oil & Gas, Inc. (NYSE:EPL) from Carlson Capital, L.P. and others, for US$1.5 billion in cash and stock. (June)
  • Norwegian Cruise Line Holdings Ltd. (NasdaqGS:NCLH) filed a Shelf Registration in the amount of US$68 million. (June)
  • Helen of Troy Limited (NasdaqGS:HELE) entered into a certain Fourth Amendment to Credit Agreement with Bank of America, N.A., increasing the unsecured revolving commitment of the Credit Agreement from US$375 million to US$570 million. (June)
  • Markit Ltd. (Nasdaq:MRKT) completed an IPO in the amount of US$1.3 billion. (June)
  • Markit Ltd. (Nasdaq:MRKT) filed a Shelf Registration in the amount of US$2.2 billion. (June)
  • Golar LNG Ltd. (Nasdaq:GLNG) filed a Shelf Registration. (June)
  • Golar LNG Ltd. (Nasdaq:GLNG) completed a Follow-on Equity Offering in the amount of US$594 million. (June)
  • Knightsbridge Tankers Limited (NasdaqGS:VLCC.F) filed a Shelf Registration in the amount of US$263 million. (July)
  • Norwegian Cruise Line Holdings Ltd. (NasdaqGS:NCLH) entered into an agreement to acquire Prestige Cruises International, Inc. from Apollo Global Management and others for US$3.1 billion. (September)
  • Golar LNG Ltd. (NasdaqGS:GLNG) completed a Follow-on Equity Offering in the amount of US$1.6 billion. (September)
  • Enstar Group Limited Nasdaq (GS:ESGR) entered into a new US$500 million Revolving Credit Facility Agreement with National Australia Bank Limited (NAB), Barclays Bank PLC, and Royal Bank of Canada. (September)

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