Offshore: Deals and cases Q3 2013

A round-up of some of the most prominent corporate and litigation work that has been keeping offshore lawyers busy



Odfjell Drilling IPO

27 September 2013

Odfjell Drilling
Odfjell Drilling

Norwegian oil and gas rig operator Odfjell Drilling, which has a Bermudian holding company, listed on the Oslo Stock Exchange at the end of September. Shares were offered by BCB Paragon Trust as trustee of the Larine Trust, the selling shareholder which sold its entire 30 per cent interest in the company. The IPO raised about $420m (£261m).

For Odfjell Drilling: Conyers Dill & Pearman directors David Cooke and Marcello Ausenda; Thommessen partner Lars Rosas and associate Christian Hals; Linklaters associate Morgan Levine

For Larine Trust: Conyers Dill & Pearman director Jason Piney; Wiersholm partner Andreas Mellbye and associate Cornelius Ness

For the joint global co-ordinators and bookrunners ABG Sundal Collier, DNB Markets, Goldman Sachs International: Appleby partner James Bodi; BA-HR; Cleary Gottlieb Steen & Hamilton associates Jim Ho and Saira Awan-Malik


Bank of America acquisition of Amgen stock

30 September 2013

Amgen sold stock in a Bermudian subsidiary worth $3.1bn to Bank of America to assist in obtaining financing for Amgen’s $10.4bn acquisition of Onyx Pharmaceuticals. The transaction was structured as a sale and repurchase agreement.

For Amgen: Appleby partners Cameron Adderley and Tonesan Amissah, senior associate Steven Rees Davies and associate Phelecia Barnett; Sullivan & Cromwell partner Neal McKnight

For Bank of America: Conyers Dill & Pearman directors David Cooke and Jason Piney and associate Chiara Nannini; Shearman & Sterling partners Bjorn Bjerke, Maura O’Sullivan, Etienne Gelencser, Alfred Groff, Andrew Tenzer, John Wilson and William Yaro



KKR Asian Fund II launch

9 July 2013

Private equity giant Kohlberg Kravis Roberts & Co formed and launched its second Asian fund, with a value at final closing of $6bn. The fund will focus on local industries and will seek to take advantage of opportunities arising from a growth in domestic consumption in Asia.

For Kohlberg Kravis Roberts & Co: Maples and Calder partner Nicholas Butcher

Odebrecht Óleo e Gás project bond

26 July 2013

In the largest-ever issuance of its type in Latin America, Odebrecht Óleo e Gás sold a project bond worth $1.7bn on the US market. The bond yielded 6.75 per cent and attracted demand worth $3.4bn.

For Odebrecht Offshore Drilling: Maples and Calder partner Suzanne Correy and associate Sophia Scott; Davis Polk & Wardwell partners Manuel Garciadiaz, Stephen Hood, James Vickers, Meyer Dworkin and Michael Farber, counsel Norberto Quintana and Catherine Martin, and associates Gina Iungano, Drew Glover, Debora Ayoub, Andrés Arnaldos, Yuli Wang, Anthony Oliva and Jake Wang; Dorda Brugger Jordis partners Paul Doralt and Tibor Varga; Higgs & Johnson; Patton Moreno & Asvat

For the underwriters HSBC, Itaú BBVA, Morgan Stanley, Banco do Brasil Securities, BNP Paribas, Santander, Crédit Agricole, DNB Markets, Mitsui and Natixis: White & Case partners Don Baker and Victor DeSantis, and associates John Anderson, Karen Katri, Mariana Seixas and Alexis Gesualdo; Stocche Forbes Padis Filizzola Clapis Advogados partners Guilherme Forbes and Frederico Moura and associates Marina Capeto and Thadeu Bretas; Wolf Theiss partners Andreas Schmid and Claus Schneider, counsel Erika Pircher-Eschig and associate Martina Rommer

Atlas Copco acquisition of Edwards Group

25 September 2013

UK technology manufacturer Edwards Group was acquired by Swedish company Atlas Copco. The transaction was valued at about $1.6bn, including the assumption of debt, made up of an initial cash payment of $9.25 per share at the time of closing and an additional payment of up to $1.25 in cash once financial results have been finalised. The transaction is expected to close in the first quarter of 2014, and is subject to approval by regulatory authorities and Edwards’ shareholders, representing about 84 per cent of the issued shares.

For Edwards Group: Maples and Calder partner Jack Marriott and associate Matthew Bloomfield; Weil Gotshal & Manges partners Peter King, David Blittner and Jackie Cohen, London corporate associates Dan Stanton, Alice Brogi and Jamie Lurie; Davis Polk & Wardwell partners Simon Witty, John Banes and Marc Williams and associates Joanna Valentine, Reuven Young and Christian Lang

For Atlas Copco: Pillsbury Winthrop Shaw Pittman team led by partner Stephen Rusmisel and Don Kilpatrick

Baidu acquisition of 91 Wireless Websoft

14 August 2013

Chinese telecoms giant Baidu paid around $1.9bn for mobile app store operator 91 Wireless Websoft, previously owned by NetDragon Websoft. The transaction gives Baidu control over China’s most popular third-party smartphone app distribution platform.

For Baidu: Maples and Calder partners Gareth Griffiths and Greg Knowles and associate Matt Roberts; Davis Polk & Wardwell partners Paul Chow, Miranda So and Howard Zhang, and associates Peter Cheng, Christine Xu and Ruomu Li; Han Kun Law Offices

For NetDragon Websoft: Sidley Austin team led by Gloria Lam

Rio Tinto bridge funding facility

8 August 2013

Rio Tinto granted a $600m bridge funding facility to Canadian mining company Turquoise Hill, which will be used initially to refinance all amounts outstanding under an existing $225m short-term funding facility provided by Rio Tinto in June 2013, and thereafter for the continued ramp-up of phase one of the Oyu Tolgoi mine development in Mongolia.

For Rio Tinto: Appleby senior associate Andrew Jowett and associate Marianne Wilson; McCarthy Tetrault partners Brian Graves, Shea Small, Lynn Parsons and Fred Harvey, and associates Will Fyfe, Ryan Hornby and Ryan Rabinovitch

For Turquoise Hill: Norton Rose Fulbright 

Unigroup/Spreadtrum take-private

4 September 2013

Tsinghua Unigroup has agreed a $1.78bn take-private acquisition
of Nasdaq-listed Spreadtrum Communications, a Chinese mobile chip manufacturer backed by New Enterprise Associates. Unigroup will acquire all the outstanding shares of Spreadtrum in a Cayman Islands cash merger for $31 per American depositary share. The deal is the largest announced semiconductor acquisition in more than a year.

For Tsinghua Unigroup: Walkers partners Arwel Lewis and Laura Rogers, senior associate Amelia Hall and associate Yin Xu; Morrison & Foerster team led by partners Christopher Forrester, Chuck Comey, Michael O’Bryan and Sherry Yin

For Spreadtrum: Fenwick & West team led by partners Eva Wang, Gordon Davidsonand David Michaels 


Baring Vostok feeder fund conversion to protected cell company

September 2013

Guernsey-domiciled unregulated listed feeder fund Baring Vostok Investments was converted into a protected cell company (PCC), Baring Vostok Investments PCC.

The reorganisation required discussions with the Channel Islands Stock Exchange (CISX), Guernsey Financial Services Commission (GFSC) and the Guernsey registry to co-ordinate the approval procedures of each of those bodies. The fund has maintained its listing on the CISX and is regulated by the GFSC as a registered closed-ended collective investment scheme.

For Baring Vostok Investments PCC: Carey Olsen partner Andrew Boyce and senior associate Tony Lane


CVC Credit Partners credit opportunities fund

25 June 2013

CVC Credit Partners listed a new credit opportunities fund on the London Stock Exchange’s main market for listed securities. The fund was also admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority. The listed company is a closed-ended investment company authorised and regulated in Jersey with a value of about €350m (£294m).

For CVC Credit Partners: Bedell Cristin partners Simon Pascoe and Emily Haithwaite and senior associate Richard Le Liard; Clifford Chance 

For sponsor, global co-ordinator and bookrunner Goldman Sachs: Herbert Smith Freehills partners Nigel Farr, Chris Haynes, Steve Thierbach and Bradley Phillips, senior associate Caroline Rae and associate Varun Kapila

CVC Capital Partners VI

19 July 2013

CVC Capital Partners launched its latest fund for private equity investments in Europe and North America. The fund has secured commitments up to its hard cap of €10.5bn. The new fund structure has four Jersey limited partnerships, a Jersey incorporated general partner and Jersey incorporated investment manager. There is a parallel associates’ investment scheme, also in Jersey. The investment manager is CVC’s future AIFM for the purposes of the EU’s alternative investment fund managers directive (AIFMD).

For CVC Capital Partners: Mourant Ozannes partner Jacqueline Richomme and senior associate Leanne Wallser; Simpson Thacher & Bartlett partners Gareth Earl and Jason Glover

Vue Entertainment
Vue Entertainment

Omers and AIMCo acquisition of Vue Entertainment

16 August 2013

Private equity firm Doughty Hanson sold Vue Entertainment to an equal consortium of Omers Private Equity and Alberta Investment Management Corporation (AIMCo) for £935m. The deal sees Doughty Hanson double the £450m investment it made in Vue in 2010 when it acquired the cinema chain from Coller Capital and Och-Ziff.

For Omers and AIMCo: Ogier partner Chris Byrne, managing associates Paul Burton and Bruce MacNeil and associates Laura Hendrick, Anna Cochrane, Kylie Maguire and Jennifer Grigg

For Omers: Allen & Overy partner Gordon Milne and senior associate Joanna Elvidge

For AIMCo: Ashurst partners Stephen Lloyd and Richard Palmer, senior associate Nicola Burke and associates Lucy Phillips and Alexi Dimitrou

For Doughty Hanson: Skadden Arps Slate Meagher & Flom partners Allan Murray-Jones and Shaun Lascelles and associate Simon Rootsey

For Vue Entertainment management: Mourant Ozannes partner James Ruane and associate Andrew Salisbury; Debevoise & Plimpton partners David Innes and Richard Ward and associate Ken Barry

For the transaction lenders and note trustees: Latham & Watkins partners Christopher Kandel and Brett Cassid and associates Aymen Mahmoud, Phillip Stoup, Joanna Macintosh, Alyssa Simon and Courtney Leffingwell


Standard Chartered business transfer

16 September 2013

The Jersey courts were asked to confirm the scope of a transfer permissible under the Banking Business (Jersey) Law 1991 to allow Standard Chartered to transfer its banking and investment business from its existing subsidiary to the bank’s Jersey branch. The court ruled it had jurisdiction to sanction the transfer, valued at $7.5bn.

For Standard Chartered (Jersey): Appleby partners Wendy Benjamin, Mike Cushing and Tim Hart, counsel Marc Guillaume and associate Davida Blackmore

Paddington Central
Paddington Central

Paddington Central acquisition

5 July 2013

British Land acquired the majority of Paddington Central in the West End of London for £470m. The site is an 11-acre mixed-use estate comprising seven modern buildings and a retail and leisure cluster, totalling 1.2 million sq ft.

The transaction saw the acquisition of sites owned by a number of owners, co-ordinated by majority owner Aviva Investors. British Land acquired three buildings and the site’s retail and leisure cluster.

For British Land: Carey Olsen partner Alex Ohlsson, senior associate Colin Masterton and associate David Taylor; SJ Berwin partners Matthew Priday and Michael Goldberg

For Aviva Investors: Mourant Ozannes partner Joel Hernandez, senior associate Alistair Horn, associate Jonathon MacFeeters and paralegal Stefan Chinniah; Dentons partners Nichola West and Martin Kitchen, senior associates Hugo Gerrard, Sarah Rowlands and Dominic Sedghi, and lawyers Anna Hebenstreit and Stephanie Yates



L Capital Asia 2 launch

August 2013

Private equity business L Capital Asia, which is sponsored by luxury goods giant LVMH Moet Hennessy, established its second fund, L Capital Asia 2. The fund raised about $1bn at first close.

For L Capital Asia: Mourant Ozannes partner Alex Last and associate Bronwyn King; Kirkland & Ellis partners Christopher Braunack, Justin Dolling and Mark Mifsud


Acquisition of BMC Software

10 September 2013

Cloud computing company BMC Software was bought in a cash transaction by a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments, Insight Venture Partners and Elliott Management. The deal was
worth $6.9bn.

For BMC Software: Conyers Dill & Pearman associates Sameer Tegally and Ashvan Luckraz; Maples and Calder partner Sheryl Dean and associate Philip Dickinson; Wachtell Lipton Rosen & Katz team led by partner Ronald Chen and David Karp; Wilmer Cutler Pickering Hale & Dorr partner Benjamin Powell and counsel Jason Chipman

For Bain Capital, Golden Gate Capital and Insight Venture Partners: Kirkland & Ellis team led by partner Justin Hutchinson; Sidley Austin team led by partners Asi Kirmayer and David West; Willkie Farr & Gallagher team led by partner Gordon Caplan; Skadden Arps Slate Meagher & Flom partner Ivan Schlager

For Credit Suisse: Appleby partners Malcom Moller and Stephen James, senior associate Anjana Ramburuth and associate Oboshie Torgbor-Mensah

For the underwriters Credit Suisse, RBC Capital Markets and Barclays: Cahill Gordon & Reindel team led by partner Adam Dworkin



Desarrollo Inmobiliaro y Negocios Industriles de Alto Tchnologia de Hermissillo, SA de CV v Kader Holdings Company

Supreme Court of Bermuda

Chief Justice Ian Kawaley

Judgment: 9 July 2013

The case concerned common law enforcement by summary judgment of a foreign judgment from the US. The court was asked to decide whether the defendant, a Bermudian company, had submitted to the foreign proceedings in circumstances where the jurisdiction of the foreign court had been contested, but the defendant participated in the proceedings. 

The court decided in favour of the plaintiff and granted a summary judgment enforcing the foreign ruling against the defendant. The judgment is now being appealed to the Court of Appeal of Bermuda.

For the plaintiff Desarrollo Inmobiliaro y Negocios Industriles de Alto Tchnologia de Hermissillo: Conyers Dill & Pearman associate Scott Pearman

For the defendant Kader Holdings Company: Appleby associate Henry Tucker



VTB Capital v Nutritek et al

Eastern Caribbean Supreme Court Territory of the Virgin Islands

Mr Justice Bannister

Judgment: 18 September 2013

The BVI Commercial Court handed down judgment in the latest instalment of a long-running dispute between VTB and Russian businessman Konstantin Malofeev. The BVI hearing followed a UK Supreme Court judgment in February, discharging a freezing order obtained by VTB.

In July the BVI court heard a fresh application by VTB seeking to lift the stay of the BVI proceedings and for a fresh freezing injunction. Malofeev issued a cross-application that, in the event the stay was lifted, the proceedings be stayed in favour of the defendants on forum grounds. In his judgment Mr Justice Bannister refused to lift the stay, holding that the BVI proceedings were merely ancillary proceedings and were not intended for the determination of the issues between the parties. Bannister J held that such ancillary proceedings could not be converted, after they had ceased to serve their original ancillary purpose, into substantive proceedings. 

Bannister J also said that Russia was the most appropriate forum for determination of the dispute because it related to lending by a Russian bank to a Russian. The loss involved was suffered in Russia and involved allegations of a fraud orchestrated in Russia by Russians. He said that Russia remained an available forum, despite VTB’s contention that it would be impossible to pursue a claim there.

For the claimant VTB Capital: Conyers Dill & Pearman partner Richard Evans and associate Jerry Samuel, instructing Herbert Smith Freehills partner Murray Rosen QC

For the second defendant Marshall Capital Holdings: Sabals Law partner John Carrington QC

For the fourth defendant Konstantin Malofeev: Forbes Hare partner Robert Nader and associate Sinead Harris; instructing Fountain Court Chambers’ Stephen Rubin QC; Fried Frank Harris Shriver & Jacobson partner Justin Michaelson

The first defendant Nutritek International and the third defendant Marshall Capital were not represented

Kenneth Krys et al v Stichting Shell Pensioenfonds

Eastern Caribbean Court of Appeal

Judgment: 16 September 2013

In ongoing litigation surrounding the collapse of Bernard Madoff feeder fund Fairfield Sentry, Stichting Shell Pensioenfonds (SSPF) was granted leave to appeal to the Privy Council against an anti-suit injunction granted to the fund’s liquidator. The appeal is likely to be heard in 2014 and concerns, among other things, the question of whether persons submit to the jurisdiction of the BVI by submitting claims in a BVI liquidation.

A further two appeals linked to the case will be heard together next spring by the Privy Council.

For the appellant Stichting Shell Pensioenfonds: Maples and Calder partner Arabella di Iorio, instructing Maitland Chambers’ Catherine Newman QC

For the respondent the liquidator of Fairfield Sentry: Forbes Hare partners William Hare, Alistair Abbott and Robert Nader and associate Sinead Harris, instructing Maitland Chambers’ Paul Girolami QC and Andrew Westwood

In the matter of C (a bankrupt)

BVI Commercial Court

Mr Justice Bannister

Judgment: 31 July 2013

The case involved an application by Hong Kong bankruptcy trustees for recognition in the BVI at common law, which was granted by Mr Justice Bannister. Bannister J held that common law recognition is restricted to insolvency practitioners from “relevant countries”, including Hong Kong, Australia, Canada, Finland, Japan, Jersey, New Zealand, the UK and the US.The judge declined to follow the line of reasoning in the English, Cayman and Bermudian courts, which recently held that common law recognition allows a foreign representative to take advantage of all powers that would be available to a domestic practitioner.

For the confidential client: Forbes Hare partner Robert Nader and associate Sinead Harris, instructing South Square’s Stephen Robins


Herald Fund (in official liquidation)

Grand Court of the Cayman Islands, Financial Services Division

Mr Justice Jones

Judgment: 16 July 2013

The Herald Fund was one of the largest feeder funds into Bernard Madoff’s Ponzi scheme. Following the collapse of the scheme, the fund sued to regain its $1.9bn investment into the scheme.

In February a winding-up petition was presented followed by a substantive hearing in July. The court ordered that the company should be wound up on the basis that it had lost its substratum.

For the Herald Fund: Walkers partner Matthew Goucke and associate Fiona MacAdam, instructing Wilberforce Chambers’ Terence Mowschenson QC

For the petitioner Primeo Fund (in official liquidation): Mourant Ozannes partner Peter Hayden and senior associate Rocco Cecere, instructing South Square’s Michael Crystal QC

For a contributory Atlantic Bank: Harneys partner David Herbert and associate Jessica Williams

For a contributory Reichmuth & Co: Dillon Eustace

For Irving Picard, the SIPC trustee of the Madoff estate: Higgs & Johnson

Hadar Fund (in official liquidation)

Grand Court of the Cayman Islands, Financial Services Division

Mr Justice Jones

Judgment: 13 August 2013

Hadar Fund was placed into voluntary liquidation during May 2013 and Ian Stokoe and David Walker of PricewaterhouseCoopers appointed as voluntary liquidators. Following a court hearing, Gordon MacRae and Tammy Fu of Zolfo Cooper Cayman were appointed as joint official liquidators. 

Hadar’s liquidation involves claims relating to the fund’s investment business and substantial related management and performance fees. The liquidation is also likely to involve determination of competing claims advanced by stakeholder groups whose interests appear diametrically opposed. 

For the liquidators: Walkers partner Matthew Goucke and associate Fiona MacAdam

For creditors Ametista Patrimonial (Mauritius), PNT Capital Advisors and Blue Pearls Advisors: Harneys partner David Herbert, instructing XXIV Old Buildings’ Steven Moverley-Smith QC

For former director Simon Graham: Mourant Ozannes partner Hector Robinson and senior associate Rocco Cecere

MH Investments & JA Investments Ltd v Cayman Islands Tax Information Authority

Grand Court of the Cayman Islands

Judgment: 13 September 2013

Two Cayman Islands companies successfully sought judicial review of four decisions of the Tax Information Authority of the Cayman Islands, made pursuant to the Tax Information Authority Law, to render assistance to the Australian Taxation Office by executing requests to obtain documents and information in the Cayman Islands. 

This was the first case to come before the Cayman courts to consider, among other things, the extent of the Cayman Authority’s obligations under the Tax Information Authority Law.

For MH Investments and JA Investments: Solomon Harris partner Sam Dawson and associate Kai McGriele

For the Tax Information Authority of the Cayman Islands: The office
of the Attorney General of the Cayman Islands


Administration and restructuring of Montenegro Investments Ltd, an insolvent Guernsey investment fund

Royal Court of Guernsey

Judgment: 22 July 2013

Montenegro Investments Ltd, a Guernsey property investment fund, was insolvent and was placed into administration in September 2012. In July 2013, the Royal Court of Guernsey sanctioned a scheme of arrangement, which had already been approved by members and which was the first in Guernsey relating to the restructuring of an insolvent business. 

As a result, the company’s creditors were paid in full and the company’s business was transferred to a new company in which existing shareholders reinvested. The joint administrators obtained the court’s permission to distribute to creditors and were able to engage provisions of Guernsey companies legislation to dissolve the company without going into liquidation, thereby saving costs.

For Grant Thornton: Ogier partner Mathew Newman and associates James Cooke and Luke Olivier

Capper v Chateau du Village Nursing Home

Guernsey Employment Tribunal

Caroline Latham, G Jennings, R Brookfield

Judgment: 18 September 2013

Portuguese-born Maria Capper was dismissed from her cleaning job at the Chateau du Village Nursing Home after two and a half years. At Easter 2012 Capper made allegations against the home and its staff of racism and bullying. In May Capper was given a formal warning after she breached the home’s rules on the use of bleach in cleaning. She was dismissed from her job at the end of May.

The tribunal found Capper had been unfairly dismissed due to the home not following the stages of an appropriate disciplinary procedure. However, it reduced the award to Capper by 95 per cent from £7,533 to £377.65 because it considered Capper’s contribution to the ending of her employment was significant.

The applicant Maria Capper was represented by her husband

For the respondent Chateau du Village Nursing Home: Carey Olsen senior associate Rachel Richardson

JERSEY AB & Ors v Syvret

Royal Court of Jersey

Commissioner Sir Charles Gray and Jurats Kerley and de Veulle

Judgment: 4 September 2013

The case raised for the first time in Jersey issues on the application of data protection to material on blog sites. The representors applied for an order requiring the respondent, an ex-senator of the States of Jersey, to cease processing their personal data on his blog. They claimed, among other things, he had identified them by name as having engaged in criminal behaviour. The court had regard to recent English authorities in this area and held that postings on blog sites fell within the definition of ‘data’ and thus within the scope of the Data Protection (Jersey) Law 2005. An injunction compelling the defendant to delete all relevant entries from the blog was granted.

For the representors AB and others: Appleby partner Fraser Robertson and associate Davida Blackmore

The respondent Stuart Syvret did not appear and was not represented


Lloyds TSB v Slegaby Estate & Ors

High Court of Justice of the Isle of Man

His Worship the High Bailiff

6 September 2013

Lloyds Bank International (formerly Lloyds TSB Offshore) is claiming for the recovery of bank loans made to development company Slegaby Estate, personally guaranteed by director Samuel Alder. The bank applied for a strike-out and summary judgment, which was granted. The High Bailiff ordered the defendants to repay about £2.6m plus fees and interest. He also dismissed claims the bank was guilty of “imprudent lending” and rejected the assertion that Alder had come under undue pressure to guarantee the loan.

The defendants have appealed.

For the claimants, Lloyds Bank International: