Bermuda: Bermuda Public Companies Update - November 2016

We are pleased to present the latest edition of our Bermuda Public Companies Update which features a recap of significant transactions involving Bermuda public companies listed on the NYSE and Nasdaq for the period of Q2 through Q3 2016.

The year to date has been a generally poor one for new listings in the US and worldwide and is the slowest since 2009 globally. In 2015 there were a total of 196 IPOs on the principal US exchanges. As of the end of Q3 2016 there have been only 87 IPOs. Some hope, however, can be derived from Q3 2016 activity, which was the strongest quarter for IPOs thus far in 2016, with 40 IPOs raising US$6.6 billion (even though IPO activity and proceeds still fell short of the levels seen during the same period in prior years). An influx of deals in September indicated that investor appetite for new issuances may be strong.

IPO activity involving Bermuda public companies was relatively strong when compared to the general state of the market. There have been four new listings of Bermuda companies on the NYSE and Nasdaq since our previous edition in May. As foreshadowed in that edition, Triton International (NYSE:TRTN) completed its merger with TAL International Group, Inc. (NYSE:TAL) and the XL Group (NYSE:XL) completed the redomicilation of its parent holding company to Bermuda from Ireland. The Bank of N.T. Butterfield & Son Limited (NYSE:NTB) (Bermuda's oldest bank) completed its IPO on the NYSE in September. Most recently, Nordic American Offshore Ltd. (NYSE: NAO) redomicled from the Marshall Islands to Bermuda so that it is incorporated in the same jurisdiction as its major shareholder, Nordic American Tankers (NYSE:NAT), thus adding to the growing cadre of Bermuda public companies in the shipping industry (see infographic to the right).

On the M&A front, last month Japanese casualty insurer Sompo Holdings Inc. announced its acquisition of property and casualty insurance provider Endurance Specialty Holdings Ltd. (NYSE: ENH) for US$6.3 billion. This significant transaction is evidence that last year's trend of consolidation in the insurance industry is continuing – with particular interest in Bermuda insurers coming from acquirers in Japan and China.

We have included further details of market developments in this edition of our update, along with statistical information about the size of the Bermuda public companies market which we hope will be of interest to our legal colleagues, clients and Bermuda market followers.



  • Genpact Limited (NYSE:G) completed the acquisition of Endeavour Software Technologies Private Limited for an undisclosed sum. (May)
  • Ancala Partners LLP completed the acquisition of International Energy Group Ltd. from Brookfield Infrastructure Partners L.P. (NYSE:BIP) for an undisclosed sum. (May)
  • Multi Packaging Solutions International Limited (NYSE:MPSX) completed a US$145 million secondary offering of 10,000,000 common shares at US$14.50 each. (June)
  • Validus Holdings, Ltd. (NYSE:VR) completed a US$150 million offering of 6,000,000 depositary shares each representing a 1/1,000th interest in a share of its 5.875% Non-Cumulative Preference Shares, Series A, par value US$0.175 and a US$25,000 liquidation preference per share. (June)
  • Clayton, Dubilier & Rice, LLC acquired MG LLC from White Mountains Insurance Group, Ltd. (NYSE:WTM) for an undisclosed sum. (June)
  • Brookfield Infrastructure Partners L.P. (NYSE:BIP) acquired an 18% stake in Rutas de Lima S.A.C. from Sigma - Sociedad Administradora de Fondos de Inversion S.A. for an undisclosed sum. (June)

  • Samsara Properties Limited completed the sale of its 4.9% stake in Belmond Ltd. (NYSE:BEL) for US$48 million. (June)
  • Triton Container International Limited (nka:Triton International Limited (NYSE:TRTN)) completed its merger with TAL International Group, Inc. (NYSE:TAL). (July)
  • Cairo Communication SpA (BIT:CAI) completed the acquisition of a 49.25% stake in RCS MediaGroup S.p.A. (BIT:RCS) from a group of shareholders including Invesco Ltd. (NYSE:IVZ) for approximately US$300 million. (July)
  • Axalta Coating Systems Ltd. (NYSE:AXTA) entered into a definitive agreement to acquire the automotive interior rigid thermoplastics coatings business from United Paint & Chemical Corporation for an undisclosed sum. (July)
  • XL Group Ltd. (NYSE:XL) completed the redomiciliation of its parent holding company to Bermuda from Ireland. (July)
  • Brookfield Infrastructure Partners L.P. (NYSE:BIP) completed a US$250 million offering of 10,000,000 Cumulative Class A Preferred Limited Partnership Units, Series 5 at a price of US$25.00 per unit. (July)
  • Mediobanca Banca di Credito Finanziario S.p.A., Pirelli & C. Società per Azioni, UnipolSai Investimenti SGR and Diego Della Valle completed the acquisition of an additional 13% stake in RCS MediaGroup from Invesco Ltd. (NYSE:IVZ) for approximately US$76 million. (July)
  • Axalta Coating Systems Ltd. (NYSE:AXTA) completed a US$1.2 billion secondary offering of 41,621,996 common shares by The Carlyle Group as selling shareholder at US$28.25 per share. (July)
  • Axalta Coating Systems Ltd. (NYSE:AXTA) completed the acquisition of a majority stake in Dura Coat Products, Inc. for an undisclosed sum. (August)
  • Axalta Coating Systems Ltd. (NYSE:AXTA) acquired Geeraets Autolak BV for an undisclosed sum. (August)
  • Removal Stars Limited received a private placement of approximately US$7.8 million in funding from White Mountains Insurance Group, Ltd. (NYSE:WTM) and other investors. (August)
  • Genpact Limited (NYSE:G) completed the acquisition of PNMsoft Ltd. for an undisclosed sum. (August)
  • Brookfield Infrastructure Partners L.P. (NYSE:BIP), GIC Pte. Ltd., British Columbia Investment Management Corporation, Qatar Investment Authority and Qube Holdings Limited (ASX:QUB) completed the acquisition of Asciano Holdings (Containers) Pty Ltd from Asciano Limited (ASX:AIO) for approximately US$2.2 billion. (August)
  • Global Infrastructure Partners, Canada Pension Plan Investment Board, CIC Capital Corporation, GIC Pte. Ltd. and BC Investment Management Corporation completed the acquisition of Asciano Limited (ASX:AIO) from a group of shareholders including Brookfield Infrastructure Partners L.P. (NYSE:BIP) for approximately US$9.5 billion. (August)
  • Aspen Insurance Holdings Ltd. (NYSE:AHL) completed a US$225 million offering of 5.625% Perpetual Non-Cumulative Preference Shares. (September)
  • Lazard Ltd. (NYSE:LAZ) acquired Verus Partners & Co. Inc. for an undisclosed sum. (September)
  • Travelport Worldwide Limited (NYSE:TVPT) completed a US$111.82 million secondary offering by selling shareholders of 7,986,979 common shares at US$14 each. (September)
  • Ship Finance International Limited (NYSE:SFL) completed an offering of Convertible Senior Notes due 2021 which was upsized by US$25 million to a total of US$225 million aggregate principal amount. (September)
  • Nordic American Tankers Limited (NYSE: NAT) completed a US$110 million secondary offering of 11,000,000 common shares and the underwriters exercised their option in full to purchase an additional 1,650,000 common shares also at US$10 per share. (September)
  • The Bank of N.T. Butterfield & Son (NYSE:NTB) completed its US$287.5 million initial public offering of 12,234,042 shares at US$23.50 each. (September)

In September, the Bank of N.T. Butterfield & Son Limited ("Butterfield"), Bermuda's largest independent bank and a specialist provider of financial services, completed its US$287.5 million IPO on the NYSE. Its shares trade under the symbol "NTB" and will also remain listed on the Bermuda Stock Exchange under the symbol "NTB:BH".

Conyers acted as special Bermuda counsel to Butterfield for its IPO of 12,234,042 voting ordinary shares priced at US$23.50 each, of which 5,957,447 shares were issued and sold by Butterfield and 6,276,595 shares were sold by certain selling shareholders. This in-demand listing saw the underwriters exercise their option in full prior to closing and is a demonstration of investor confidence in Bermuda's public companies sector.

The Butterfield Group offers a full range of community banking services in Bermuda and the Cayman Islands, encompassing retail and corporate banking and treasury activities. In the wealth management area, the Butterfield Group provides private banking, asset management and personal trust services from its headquarters in Bermuda and subsidiary offices in the Bahamas, the Cayman Islands, Guernsey, Switzerland and the United Kingdom. Butterfield also provides services to corporate and institutional clients from offices in several of the regions previously mentioned, which include asset management and corporate trust services.


  • Markit Ltd. (NasdaqGS:MRKT) completed the acquisition of a stake in commodity markets research and price reporting agency PRIMA for an undisclosed sum. (May)
  • Maiden Holdings, Ltd. (NasdaqGS:MHLD) completed a US$100 million offering of 6.625% Unsubordinated Unsecured Notes due 14 June 2046. (June)
  • Markit Ltd. (NasdaqGS:MRKT) completed its US$13 billion merger with IHS Inc. (NYSE:IHS). Markit Ltd. became the holding company for the combined groups and was renamed IHS Markit Ltd. (NasdaqGS: INFO). (July)
  • IHS Markit Ltd. (NasdaqGS:INFO) offered to exchange US$750 million aggregate principal amount of 5% Senior Notes due 2022 issued by IHS Inc. for up to an equivalent amount of new 5% Senior Notes due 2022 to be issued by IHS Markit Ltd. US$742,848,000 aggregate principal amount of notes were exchanged. (July)
  • Arch Capital Group Ltd. (NasdaqGS:ACGL) completed a US$450 million offering of 18,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of its 5.25% Non-Cumulative Preferred Shares, Series E. (September)

Bermuda's Limited Liability Company Act 2016 (the "Act") came into force on 1 October 2016 and provides for the formation and operation of limited liability companies ("LLCs"). A Bermuda LLC, like its Delaware counterpart, is a hybrid entity combining characteristics of a limited partnership and a corporation. The central provisions of the Act were closely modelled on the corresponding Delaware provisions, so that Bermuda LLCs will look, feel and operate much like Delaware LLCs.

A Bermuda LLC is, like a corporation, a separate legal entity and its members have limited liability. However, as with a partnership, the affairs of a Bermuda LLC are governed by an agreement, rather than by statutorily mandated constitutional documents. This provides great flexibility, as the Act, like its Delaware counterpart, expressly provides that it is to be construed to give maximum effect to the principle of freedom of contract in relation to LLC agreements – thus allowing the LLC agreement to fully reflect the parties' intentions (e.g. regarding voting, governance and allocating profits) and eliminate many of the formal constraints applicable to corporations.

Unlike corporations and limited partnerships, Bermuda LLCs are not required to have a separation of ownership and management and can be managed by their members, so there is no need for a board of directors or a general partner. Alternatively, one or more non-member managers can be appointed. Regarding the duties of members and managers to the LLC and to each other, the Act provides that any such duties (including fiduciary duties) may be expanded, restricted or even eliminated by the LLC agreement (except that fraud and dishonesty cannot be permitted). Members and managers can be indemnified (except in respect of their fraud or dishonesty) and the Act expressly permits them to vote in their own self-interest.

Bermuda LLCs are able to (i) merge or amalgamate with other Bermuda LLCs or with foreign entities; (ii) discontinue from Bermuda and (iii) convert to Bermuda limited partnerships (with separate legal personality) or to Bermuda corporations. Foreign LLCs can move to Bermuda by continuing as Bermuda LLCs. Lastly, there is a defined winding up regime in the Act based on the well understood corresponding regime for Bermuda corporations.

Although Bermuda's legislation is new, its similarity to the corresponding Delaware legislation offers offshore opportunity with the provenance of a tried and tested model. Bermuda's first LLC has already been formed, with Conyers acting on the matter.

To view the entire report click here.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Marcello Ausenda
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.