Offshore: Deals and cases Q1 2013

A round-up of some of the most prominent mandates that have been keeping offshore lawyers busy

Corporate

Markel acquisition of Alterra

December 2012

US insurance company Markel agreed to pay €3.13bn (£2.67bn) for Bermuda-based reinsurer Alterra Capital Holdings, with the deal announced in December last year and approved by shareholders in February.

bermuda
Bermuda

For Markel

Appleby partners Brad Adderley and John Wasty and associates Joelina Redden and Matt Carr; Debevoise & Plimpton partners Nicholas Potter, Gregory Gooding, Jonathan Lewis and Peter Schuur

For Alterra

Conyers Dill & Pearman counsel Mary Ward and associate Sophia Greaves; Akin Gump Strauss Hauer & Feld partners Kerry Berchem, Jeffrey Kochian, Ron Grabov-Nardini, Anthony Swisher and Rolf Zaiss

For Bank of America Merrill Lynch (financial adviser)

Davis Polk & Wardwell partner Leonard Kreynin and associate Kristen Haase

Digicel note offering

March 2013

Following previous notes offerings in 2012, Caribbean telecoms company Digicel made a further note offering of a total of $1.25bn (£82m) of its 6 per cent senior notes, due 2021.

For Digicel

Conyers Dill & Pearman director Marcello Ausenda and associate Robert Alexander; Davis Polk & Wardwell partners Michael Kaplan, Joseph Hadley and Lucy Farr

For the underwriters, Citigroup Global Markets, JP Morgan Securities, Credit Suisse Securities, Barclays Capital, Deutsche Bank Securities and J&E Davy

Cahill Gordon & Reindel

Collabrium IPO

October 2012

BVI-incorporated special purpose acquisition company Collabrium Japan Acquisition Corporation listed on the New York Stock Exchange in October 2012. The company sold four million units of one ordinary share and a warrant to purchase one ordinary share at an exercise price, with each unit valued at $10.

Collabrium was formed for the purpose of acquiring or merging with target businesses that either have their primary operations in Japan or operate outside Japan, but are Japanese-owned.

For Collabrium

Ogier partner Simon Schilder and senior associate Paul Kelly; Graubard Miller

For the underwriters

Ellenoff Grossman & Schole

Sale of Euroset stake to MegaFon

December 2012

Cypriot company Lefbord Investments, which is jointly owned by Russian mobile phone group MegaFon and BVI holding company Garsdale, acquired a 50 per cent stake in rival Russian mobile phone company Euroset. The transaction was valued at $1.2bn. Another Russian company, Vimpelcom, bought a 0.1 per cent stake in Euroset to bring its total holding to 50 per cent.

For Garsdale Services Investment

Appleby partner Nick Verardi and senior associate Kyle Sutherland; Akin Gump Strauss Hauer & Feld partner Vladimir Kouznetsov (also acting for Vimpelcom)

For MegaFon

Linklaters managing associate Lev Loukhton

For Euroset owner Alexander Mamut

Hogan Lovells partners Oxana Balayan, Johannes Buntjer and Maegen Morrison

Sale of TNK-BP to Rosneft

March 2013

Announced in 2012, the sale of AAR Consortium’s 50 per cent stake in TNK-BP to Russian state-owned oil company Rosneft completed at the end of March. BP had previously sold its 50 per cent stake in TNK-BP. The deal, which involved the transfer of shares in TNK-BP’s BVI holding company, was worth $55bn and is understood to be the largest-ever acquisition in both the BVI and Russia.

For Alfa Group, Access Industries and Renova (AAR)

Conyers Dill & Pearman partners Robert Briant and Anton Goldstein and associate Patrick Ormond; Skadden Arps Slate Meagher & Flom partners Michal Berkner, Scott Simpson, Linda Davies and Dmitri Kovalenko; Weil Gotshal & Manges partners Marco Compagnoni and Simon Lyell; (for Renova) Akin Gump Strauss Hauer & Feld partners Ilya Rybalkin and Steven Blakeley

For AAR and TNK-BP

White & Case partners Igor Ostapets, David Crook and Anthony Vasey, counsel Adam Smith and associates Olga Klyzhenko, Peter Kotelevtsev, Antonina Pribludova, Lucy Spencer, Kristina Agassi and Jonty Vavasour

For BP

Harney Westwood & Riegels partner Ross Munro and Erica Mandryko; Linklaters partners Stephen Griffin, Michael Bennett and Jeremy Parr

For Rosneft

Mourant Ozannes partner Rachael McDonald; Cleary Gottlieb Steen & Hamilton partners Russell Pollack, Daniel Braverman, Antoine Winckler and Murat Akuyev and associates Gabriele Antonazzo, Marie-Hélène Farrelly, Mikhail Suvorov and Yulia Savitskaya

Oi Wah Pawnshop IPO

February 2013

Cayman Islands
Cayman Islands

Cayman-incorporated company Oi Wah Pawnshop Credit Holdings listed on the Hong Kong Stock Exchange in February. The IPO was oversubscribed by 1,000 times although it raised the relatively small amount of HK$98m (£8.2m).

For Oi Wah Pawnshop

Appleby partner Judy Lee; Pang & Co (in association with Loeb & Loeb)

For sponsor Cinda International Capital

Deacons

Sale of Ping An stake

December 2012

Thai conglomerate Charoen Pokphand Group announced it was acquiring a $9.38bn minority stake in China’s Ping An Insurance from HSBC in December. The deal, one of the biggest in the Asia region to be announced last year, received regulatory approval in February 2013. The China Development Bank Corporation provided a facility agreement to the buyers.

For Charoen Pokphand

Linklaters partner Tien Chao

For HSBC

Freshfields Bruckhaus Deringer partners Teresa Ko and David Winfield

For China Development Bank Corporation (Hong Kong)

Walkers partner Ashley Davies and associate Evelyn Liu

For the financial advisers to the buyers

Clifford Chance

Standard Life bid for Newton

February 2013

Standard Life Wealth (SLW) has entered into an agreement with Newton Management to acquire its private client division with assets under management of £3.6bn. The consideration of up to £83.5m is contingent on the value of assets under management transferred to, and retained by, SLW.

The transaction is expected to more than treble SLW’s discretionary assets.

For Standard Life

Mourant Ozannes partner Ben Robins, managing associate Matthew Shaxson and senior associates Jon Woolrich, Victoria Cabot and Sarah Huelin; Dundas & Wilson partner Wendy Colquhoun

For Newton Management

Ogier partner Tim Morgan and managing associate Niamh Lalor; Macfarlanes partner Graham Gibbs and senior associate Lisa Chan.

Biffa restructuring

March 2013

Waste management company Biffa was restructured in order to repay £1.1bn of loans. In Jersey three new holding companies, including a new topco, were established, with shares in the topco issued to creditors on completion.

Meanwhile a Guernsey company acceded to the loan and security arrangements.

The restructuring will see Biffa’s secured debt reduced by more than 55 per cent and the injection of £75m of new money. This new money enables the company to implement its planned investment programme of more than £250m in the group over the next five years.

For Biffa

Walkers partners Jonathan Heaney, Alex Carus and Rob Jackson and associates Christophe Kalinauckas and Zoe Hallam; Linklaters partners Bruce Bell, Adam Freeman, Richard Youle and Nick Rees

For senior lenders

Ogier partners Chris Byrne, Bruce MacNeil and Nick Gamble, managing associates Christopher Jones, Emily Barette and Anna Cochrane and Ogier Corporate Services associate director Stephen Langan

For mezzanine lenders

Latham & Watkins partners Dominic Newcomb and John Houghton

Battle Against Cancer Investment Trust registration and IPO

December 2012

Guernsey
Guernsey

The Battle Against Cancer Investment Trust (BACIT) was established as a Guernsey-registered, closed-ended investment company and floated on the main list of the London Stock Exchange.

The investment company was formed by a group of fund managers. It raised £270m which will be invested in long-only funds, hedge funds and private equity funds. The managers of the underlying funds will not charge management fees, and BACIT will invest up to one per cent of its net asset value each year in cancer research and drug development projects, undertaken by the Institute of Cancer Research and other charitable projects chosen by the BACIT Foundation and its investors.

For BACIT Trust

Tom Carey
Tom Carey

Carey Olsen partner Tom Carey and senior associate Geoff Ward-Marshall; Freshfields Bruckhaus Deringer partners Jonathan Baird, Guy Morton, Mark Watterson and Helen Lethaby

Starwood European Real Estate Finance fund listing

December 2012

The Starwood European Real Estate Finance fund was set up and listed on the London Stock Exchange in December last year by Starwood Capital Group. The fund was formed to provide lending solutions to European real estate borrowers to take advantage of the financing gap created by the withdrawal of traditional and alternative lenders from the financing markets as a result of the global financial crisis and the ongoing sovereign and banking crises in Europe.

The listing raised £228.5m, exceeding its initial target of £200m, and was the largest fund IPO of 2012.

For Starwood Capital

Mourant Ozannes partner Gavin Farrell and senior associate Marcel Cariou; Norton Rose partners Richard Sheen, Tom Vita, Alex Hirshfeld, Mark Convery and John Challoner, and associates Tim Page and Sam Dipper

TwentyFour Asset Management fund IPO

March 2013

Fixed income fund manager TwentyFour Asset Management listed its new fund, the TwentyFour Income Fund Limited, in Guernsey. The fund raised £150m in its first close.

The closed-ended investment vehicle, listed on the London Stock Exchange main market, will invest in a diversified portfolio of UK and European, asset-backed securities. The Guernsey fund has also been structured to be fully compliant with the new UK tax rules for offshore bond funds.

For TwentyFour Asset Management

Carey Olsen partner Ben Morgan and associate Emma Penney; Eversheds partners Ronald Paterson, Jonathan Master and Clive Jones, senior associate Ian Zeider and associate Sarah Black

For sponsor Numis

Norton Rose partner Ian Fox and senior associate Margaret Simcock

GVC acquisition of Sportingbet

March 2013

AIM-listed gaming company GVC Holdings acquired Sportingbet for £485m. The acquisition was made as part of a recommended offer for Sportingbet by GVC and William Hill.

For GVC Holdings

Mourant Ozannes partners Gavin Farrell and Kate Dewsnap, senior associate Michelle Ozanne and associates Rachel Guthrie and Jane Rosen; Addleshaw Goddard partner Nick Pearey

For Sportingbet

Nabarro partner Graham Stedman

For William Hill: Carey Olsen partner Davey Le Marquand and senior associate James Stockwell; Ashurst partners Anthony Clare and Jonathan Earle

Jersey

AXA investment in Ropemaker Place

March 2013

AXA Real Estate Investment Managers paid £472m for City of London property Ropemaker Place from British Land. The acquisition was made on behalf of a European and two Asian investors in a joint venture structured as a UK Real Estate Investment Trust (REIT). The REIT was listed on the Channel Islands Stock Exchange in Jersey.

For AXA Real Estate Investment Managers

Bedell Cristin partner Bruce Scott and associate Amedeo Claris-Delmedico; Nabarro partners Amanda Howard and Simon Staite

For British Land

SJ Berwin partners Bryan Pickup, Darren Rogers and Michael Goldberg

Litigation

Origami Partners III LP v Pursuit Capital Partners (Cayman) Ltd et al.

Grand Court of the Cayman Islands. 5 February 2013

Judge: Mr Justice Cresswell

US entity Origami Partners claimed for the release of a $4.5m redemption holdback further to a $144m investor redemption in a Cayman mutual fund. The claimant was an assignee of the debt claim obtained on the secondary market.

The proceedings involved issues regarding shareholders rights, assignment, anti-suit injunctive relief and the construction of commercial agreements and the funds’ constitutional documents.

Origami was successful in striking out parts of the defence before the trial and on the substantive issues at trial, with judgment for the full amount pleaded, interest and costs.

For the claimant, Origami

Partners III

Mourant Ozannes partner Simon Dickson, senior associate George Keightley, associate Alexandra Bethell and paralegal Claire Doyle; Wollmuth Maher & Deutsch partner Michael Burke

For the defendant, Pursuit Capital Partners

Walkers partner Sandie Corbett and associate Nick Dunne

HMV Group/HMV Guernsey

Royal Court of Guernsey

6 March 2013

HMV Group applied to the Royal Court of Guernsey for an administration order in respect of its Guernsey subsidiary, which is one of the guarantors of a £127.2m debt owed by the parent company to a syndicate of lenders including RBS.

The hearing clarified the position of HMV Guernsey within the company’s structure.

For HMV

Carey Olsen partner Tim Corfield, of counsel Elaine Gray, senior associates Tony Lane and David Jones, and associates Tim Bamford and Jamie Oldfield; instructed by Linklaters

FSC v Louis Group Structured Capital & Ors

High Court of Justice of the Isle of Man

12 October 2012, 16 October 2012, 21 January 2013

Judge: HH the Deemster Doyle

Isle of Man
Isle of Man

The Financial Supervision Commission of the Isle of Man applied for the appointment of PricewaterhouseCoopers as inspectors to a collective investment scheme managed by the Louis Group.

After the court had approved the appointment and the inspectors had reported, the FSC applied for the winding up of six Louis Group entities, including two incorporated in the BVI.

For the FSC

Appleby partners Charles Davies and Christopher Cope

For Louis Asset Management and the BVI companies

Simcocks director Christopher Arrowsmith

For Louis Group Isle of Man and others

Callin Wild advocate Kathryn Clough

For the provisional liquidators Dougherty Quinn director Giles Hill

In the matter of the Representation of Maltese Holdings and Zollinger Investments

Royal Courts of Jersey

3 October 2012, 21 December 2012

Judges: Commissioner JA Clyde-Smith and Jurats Morgan and Milner

The representors, Maltese Holdings and Zollinger Investments, applied to the court to be wound up. Zollinger was formed as a special purpose vehicle to acquire commercial property in Germany with two beneficiaries. The property was acquired with the support of an €8m loan from the Irish Bank Resolution Corporation (IBRC). A subsequent drop in value of the property meant the loan was not able to be covered.

The court ruled that the companies could be wound up.

For the representors, Maltese Holdings and Zollinger Investments

Ogier partner Matthew Thompson and senior associate Elena Moran

For the first and 12th respondents

Carey Olsen partners John Kelleher and Marcus Pallot

For the third respondent, IBRC

Bedell Cristin partners Anthony Dessain and Robert Gardner and associate Dina El-Gazzar; instructed by Taylor Wessing

Collections Group

Royal Courts of Jersey

February 2013

The Royal Court of Jersey ruled that retail group The Collections Group’s business and assets could be sold, saving around 40 jobs. The court set a precedent in Jersey, which normally does not make provision for administration or any similar process, as there was a prospect of creditors of the Collections Group recovering something in respect of their debts by following this process.

For Collections Group director Richard Clews

Carey Olsen partner Marcus Pallot

In the matter of the Representation of HSBC Bank plc

Royal Court of Jersey

28 February 2013

Judges: Commissioner JA Clyde-Smith and Jurats Fisher and Milner

HSBC applied to the Royal Court for a letter of request to the High Court in England requesting that Jersey company Tambrook be placed into English Administration. All the assets of the company and the majority of its creditors were located in the UK.

As the only secured lender, HSBC argued that it would be appropriate for the Jersey court to send a letter of request seeking the appointment of administrators. It was the first time that a pre-pack sale was considered by the Royal Court in the context of a letter of request application.

For the applicant, HSBC

Bedell Cristin partners Mark Dunlop, Robert Gardner and associate Dina El-Gazzar