Conyers Dill & Pearman is recognized as the leading Bermuda law firm advising Bermuda public company issuers and underwriters. As issuer's counsel we have advised on the IPOs of more than 50% of the Bermuda companies listed on the NYSE and NASDAQ. The following is an overview of significant transactions involving Bermuda companies listed on these exchanges for Q4 2013 and Q1 2014. We hope that this update will be of interest to our clients and legal colleagues.

Highlighted Transactions

NYSE

  • Aircastle LTD (NYSE:AYR) issued USD 500 million aggregate principal amount of 5.125% Senior Notes due 2021. (March)
  • Brookfield Renewable Energy Partners L.P. (NYSE:BEP) announced an agreement to acquire the wind portfolio of Bord Gáis Energy (BGE) for a total enterprise value of up to approximately USD 960 million; and completed a Fixed-Income Offerings in the amount of CAD 90 million and CAD 60 million. (March)
  • AXIS Capital Holdings Limited (NYSE:AXS) completed a Fixed- Income Offering in the amount of USD 249.74 million. (March)
  • Ship Finance International Limited (NYSE:SFL) announced its intent to issue new bonds in the Norwegian bond market with maturity in March 2019 and a minimum borrowing amount equivalent to approximately USD 100 million; and completed a Fixed-Income Offering in the amount of NOK 900 million. (March)
  • Signet Jewelers Limited (NYSE:SIG) entered into a definitive agreement to acquire Zale Corporation (NYSE:ZLC) from Breeden Capital Management LLC, Portolan Capital Management, LLC, BlackRock Fund Advisors, Skandinaviska Enskilda Banken AB, Private Banking, Investment Banking, and Insurance Arm, Golden Gate Capital Opportunity Fund L.P. of Golden Gate Capital and others for approximately USD 690 million in cash. (February)
  • Freescale Semiconductor, Ltd. (NYSE:FSL) completed a Follow-on Equity Offering in the amount of USD 647 million. (February)
  • GeoPark Limited (NYSE:GPRK) completed a Follow-on Equity Offering in the amount of USD 94 million. (February)
  • Brookfield Renewable Energy Partners L.P. (NYSE:BEP) entered into an agreement to acquire 33% economic interest in 417-MW Safe Harbor HPP from LSP Madison Funding LLC for approximately USD 290 million; completed the acquisition of a 70 MW hydroelectric portfolio in Maine from Black Bear Hydro Partners LLC; and completed the acquisition of remaining 50% interest in the 30 MW Malacha Hydro peaking facility. (January and February)
  • White Mountains Insurance Group, Ltd. (NYSE:WTM) completed the acquisition of certain assets including Star & Shield Risk Management LLC from Star and Shield Holdings LLC. (January)
  • Tsakos Energy Navigation Limited (NYSE:TNP) completed a Followon Equity Offering in the amount of approximately USD 75 million. (January)
  • North Atlantic Drilling Limited (NYSE:NADL) completed Fixed- Income Offering in the amount of USD 125 million; and launched a USD 600 million offering of five-year (non-call life) senior notes via joint bookrunners Goldman Sachs, Credit Suisse, and Morgan Stanley. (January)
  • GasLog Ltd. (NYSE:GLOG) completed a Follow-on Equity Offering in the amount of approximately USD 150 million. (January)
  • Aircastle LTD (NYSE:AYR) formed a joint venture to invest in leased aircraft with an affiliate of Ontario Teachers' Pension Plan. The Joint Venture intends to acquire between USD 500 million to USD 1 billion of aircraft investments. (December)
  • FLY Leasing Limited (NYSE:FLY) completed a Fixed-Income Offering in the amount of USD 300 million. (December)
  • Aircastle LTD (NYSE:AYR) completed a Fixed-Income Offering in the amount of USD 400 million. (December)
  • Nordic American Tankers Limited (NYSE:NAT) completed a Followon Equity Offering in the amount of USD 65 million. (November)
  • SeaDrill Limited (NYSE:SDRL) entered into an agreement to acquire Prospector Rig 3 Owning Company S.à r.l. from Prospector Offshore Drilling S.A. (OB:PROS) for approximately USD 240 million. (November)
  • Blue Capital Reinsurance Holdings Ltd. (NYSE:BCRH) completed an IPO in the amount of USD 125 million. (November)
  • Aspen Insurance Holdings Ltd. (NYSE:AHL) completed a Fixed- Income Offering in the amount of approximately USD 300 million. (November)
  • Brookfield Property Partners L.P. (NYSE:BPY) agreed to acquire an additional 5.68% of General Growth Properties, Inc. (NYSE:GGP) from Brookfield Asset Management Inc. (TSX:BAM.A) and consortium members for USD 1.4 billion. (November)
  • Essent Group Ltd. (NYSE:ESNT) completed an IPO in the amount of USD 335 million. (October)
  • North Atlantic Drilling Limited (NYSE:NADL) completed a Fixed- Income Offering in the amount of NOK 1,500 million. (October)

NASDAQ

  • Xyratex Ltd. (NASDAQ:XRTX) acquired by Seagate Technology plc (NASDAQ:STX) for USD 294 million. (March)
  • NewLead Holdings Ltd. (NASDAQ: NEWL) completed the issuance of USD 25 million in Perpetual Series A Preferred Shares. (March)
  • Energy XXI (Bermuda) Limited (NASDAQGS:EXXI) signed a definitive merger agreement to acquire EPL Oil & Gas, Inc. (NYSE:EPL) for USD 1.5 billion in cash and stock. (March)
  • Norwegian Cruise Line Holdings Ltd. (NASDAQGS:NCLH) completed a Follow-on Equity Offering in the amount of approximately USD 495 million. (March)
  • Golar LNG Partners Limited Partnership (NASDAQGS:GMLP) entered into an agreement to acquire Golar Hull M2031 Corp. from Golar LNG Ltd. (NasdaqGS:GLNG) for USD 310 million. (December)
  • Norwegian Cruise Line Holdings Ltd. (NASDAQGS:NCLH) completed a Follow-on Equity Offering in the amount of USD 731 million. (December)
  • Energy XXI (Bermuda) Limited (NASDAQGS:EXXI) completed a Fixed-Income Offering in the amount of USD 350 million. (November)

Awards And Accolades

Chambers & Partners 2014 Directory

  • "Global Offshore Law Firm of the Year" 2014
  • Ranked as sole Band 1 firm for Bermuda Corporate & Finance
  • David Cooke and Graham Collis recognized as Band 1 "Notable Practitioners" in Corporate & Finance
  • Conyers recognized for "top-end corporate work in Bermuda, with a deep bench of lawyers" and its "notable strength in M&A, securitisation, banking and capital markets work." Who's Who Legal
  • Bermuda Law Firm of the Year 2014 (eighth consecutive year)

Who's Who Legal

  • Bermuda Law Firm of the Year 2014 (eighth consecutive year)

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.