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Insurance Capital Markets - Debt & Equity

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Mayer Brown’s Insurance Capital Markets practice consists of corporate lawyers who represent both issuers and underwriters in a wide variety of debt and equity offerings, as well as an experienced structured finance practice working at the forefront of the market for securitized products.

With lawyers located in the world's principal financial centers, we regularly represent both issuers and underwriters in connection with issuances of fixed-income securities, including investment-grade debt, leveraged capital, high-yield debt, continuously offered products, equity-linked note programs and hybrid capital. In addition, we have substantial experience in all aspects of equity capital transactions, including initial public offerings, follow-on offerings, American Depositary Receipts and Global Depository Receipts, private investment in public equities and spin-offs.

Equity Capital Markets
Debt Capital Markets

Equity Capital Markets 
We regularly represent issuers, investment banks, financial sponsors, placement agents and selling shareholders in a wide variety of equity capital markets transactions, including registered public offerings, Rule 144A and Regulation S transactions, private placements, stock exchange listings, rights offerings, open offers, offerings of global depositary receipts/American depositary receipts (GDRs/ADRs), private investments in public equities (PIPEs), spin-offs, exchange offers, capital reorganizations, share buy-backs and demergers.

Initial Public Offerings 
In guiding clients through the initial public offering (IPO) process and the requirements of being a public company, we also assist first-time issuers in implementing corporate governance practices, understanding initial and ongoing disclosure and reporting requirements, and establishing employee benefit arrangements.

Representative insurance industry IPOs on which our partners have worked include (*denotes issuer’s counsel role; remainder are underwriter’s counsel roles):

  • ACE Limited*
  • Assured Guaranty Ltd. *
  • Benfield Group Limited*
  • Catlin Group Limited*
  • Endurance Specialty Holdings Ltd.
  • First Mercury Financing Corporation
  • Fortegra Financial Corporation
  • Montpelier Re Holdings Ltd.*
  • National Financial Partners Corp.
  • National General Holdings Corp.
  • Novae Group plc*
  • Paris Re
  • Sun Life Financial Services of Canada, Inc.*

Follow-On Offerings. We represent underwriters, issuers and selling shareholders in the full range of follow-on public offerings, from underwritten offerings with road shows to overnight bought deals and spot secondaries.

Rights Offerings. We represent issuers in the Americas, Europe, Asia, and emerging market countries in connection with rights offerings of equity securities to existing shareholders.

American Depositary Receipts. We represent financial institutions and non-US issuers in establishing American Depositary Receipt and Global Depositary Receipt programs and raising capital through the issuance of ADRs and GDRs.

PIPEs. We represent issuers and financial institutions in connection with PIPE transactions, and advise financial institutions on the associated regulatory/trading issues.

Private Placements. We represent issuers and placement agents in a broad range of private placement transactions of equity securities.

Spin-Offs. We represent clients in connection with a variety of spin-off transactions and help clients prepare the spun-off company to function as a stand-alone entity.

Debt Capital Markets 
We regularly represent issuers and underwriters around the world in connection with issuances of fixed income securities, including surplus notes, in public offerings (including shelf takedowns), Rule 144A offerings, international offerings and private placements. Our attorneys are regularly involved in complex high-yield transactions and have broad experience in structuring multi-tiered financings as well as intricate subordination and intercreditor issues. Our experience also encompasses hybrid capital product structuring and execution for insurance companies to achieve regulatory capital objectives.

We also represent issuers and financial advisors in connection with asset-liability and capital management transactions. With respect to debt securities, these transactions include privately negotiated and open-market purchases and/or tender or exchange offers to retire or replace debt with new debt or common or preferred equity, consent solicitations to modify the terms or covenants of the debt or a combination of both.

Investment Grade. We regularly represent issuers, underwriters and initial purchasers in connection with issuances of investment-grade fixed income securities in a variety of different currencies in public offerings and private placements. Our team was ranked by Bloomberg Finance as one of the top ten underwriter’s counsel for US investment-grade debt issuance.

High-Yield. We represent issuers, underwriters and initial purchasers in a wide variety of public offerings and private placements of high-yield debt securities. We are regularly involved in some of the most complex high-yield transactions and have broad experience in structuring and executing multi-tiered financings and resolving complex collateral, subordination and intercreditor issues.

Continuously Offered Products. We helped pioneer the medium-term note (MTN) market, having worked on the first global multi-currency MTN program in 1988 and the first retail MTN program in 1992. We have represented both issuers and agents in establishing MTN and bank note programs and in executing takedowns from the programs. We have established Euro MTN programs and MTN programs under Section 4(2), Rule 144A and Regulation S. under the US Securities Act of 1933 and Section 3(c)(7) under the US Investment Company Act of 1940. We also advise clients in establishing commercial paper programs and extendible note programs, both under Section 4(2) and Section 3(a)(3) of the Securities Act.

Equity-Linked Programs. Mayer Brown has been among the most active law firms in connection with equity-linked note programs, which are typically issued by financial institutions.

Hybrid Capital. Our group regularly advises clients in connection with the issuance of hybrid capital securities such as auction and remarketed preferred, trust-preferred and convertible securities. We have helped structure and execute transactions in the United States, Europe and globally for US, Canadian, Latin American, European and Asian issuers. We also helped to develop the trust-preferred CDO product as a capital-raising vehicle for smaller banks, insurance companies and real estate companies.

Surplus Notes. Our lawyers have extensive experience representing issuers and underwriters in connection with 144A offerings and private placements of surplus notes by insurance companies.

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