Joseph D. Ferraro

Publications

• "Recent Developments and Current Trends in Insurance Transactions and Regulation Year in Review 2021," Willkie Farr & Gallagher Client Alert, January 2022
• "Recent Developments and Current Trends in Insurance Transactions and Regulation Year in Review 2020," Willkie Farr & Gallagher Client Alert, January 2021
• "ILS Framework Can Flex to Handle Irma Loss Creep," Trading Risk, October 2018
• "Breaking Down the UK’s Revised Corporate Governance Code," Law360, September 2018
• "ILS Ties Prove Their Worth in Post-Hurricane Irma Era," Trading Risk, May 2018
• “Investor Guide to ILS – H1 2018 Edition,” Trading Risk, February 2018
• “Recent Developments and Current Trends in Insurance Transactions and Regulation Year in Review 2017,” Willkie Farr & Gallagher Client Alert, January 2018
• “UK ILS Regime: Proposed Final Draft of the Risk Transformation Regulations and the Approach of the PRA and the FCA,” Willkie Farr & Gallagher Client Alert, November 2017
• “Public Disclosure Practices for Solvency and Financial Condition Reports: an Emerging Consensus?” Willkie Farr & Gallagher Client Alert, September 2017
• “Recent Developments and Current Trends in Insurance Transactions and Regulation Year in Review 2016,” Willkie Farr & Gallagher Client Alert, January 2017
• "Brexit - UK Votes to Leave the European Union - Implications for the Insurance Industry," Willkie Farr & Gallagher Client Alert, June 2016
• “New Governance Regime Impacting Senior Managers and Non-Executive Directors in the UK Insurance Sector,” Willkie Farr & Gallagher Client Alert, March 2015
• “Marketing ILS Structures to EU Investors,” Trading Risk (Reinsurance Convergence with the Capital Markets), February 2015
• “Transparency Benefits Highlighted in Mariah Re Case,” Trading Risk (Reinsurance Convergence with the Capital Markets), October 2014
• “Sidecars and Collateralised Reinsurers: Liquidity Considerations,” Trading Risk (Reinsurance Convergence with the Capital Markets), May 2014

Speaking Engagements

• Insurance Insider – The London ILS Conference (2018)
• SIFMA Insurance – and Risk-Linked Securities Conference (2016), “Growing the ILS Market: The Legal Perspective”
• SIFMA Insurance- and Risk-Linked Securities Conference (2015),  “The Next Frontier – new ILS and permanent capital vehicles”
• Insurance Insider – M&A Roundtable (2013), “M&A Moves Up the Agenda” 

^{*Willkie Farr & Gallagher (UK) LLP is a limited liability partnership formed under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 565650.}

Mergers and Acquisitions

• Advised Fidelis Insurance Holdings Limited in the agreement to create and spin-off its Managing General Underwriter business with funding from Capital Z Partners, The Travelers Companies, Inc., Further Global Capital Management, Blackstone and Alfa Insurance
• Advised Apollo Group Holdings Limited and Apollo Underwriting at Lloyds on an internal reorganisation followed by an equity investment by Alchemy Partners
• Advised Fidelis Insurance Holdings on its equity capital raises implemented by rights offers to shareholders and private placements with The Travelers Companies, Inc. and ADIA
• Advised Carlson Capital on its sale of Barbican Group Holdings Limited to Arch Capital Group Ltd
• Advised RenaissanceRe on the sale of RenaissanceRe (UK) Limited, its UK run-off business, to AXA Liabilities Managers
• Advised the board of directors of MS Amlin Plc on the reorganisation of the MS Amlin Group
• Advised OSG Billing, a portfolio company of Aquiline Capital Partners, on the acquisition of Communisis PLC, a communications and marketing outsourcing company listed on the London Stock Exchange
• Advised Aspen Insurance Holdings Limited on its agreement to be acquired by certain investment funds affiliated with Apollo Global Management for $2.6 billion
• Advised Aquiline Capital Partners on its agreement to sell Simply Business, which operates in the UK's insurtech space, to The Travelers Companies, Inc. for approximately $490 million
• Advised RenaissanceRe Holdings on its co-investment with Apollo Global Management in Catalina Holdings Limited
• Advised Aspen Insurance Holdings Limited on its defense of the hostile acquisition bid from Endurance Specialty
• Advised Aquiline Capital Partners on its agreement to invest in and acquire Simply Business, the U.K.'s biggest on-line insurance (insurtech) provider for small and medium-sized businesses
• Advised Hyperion Group plc on its acquisition of the US managing general agency, PGI Group
• Advised Lancashire Holdings Limited on its £266 million acquisition of Cathedral Capital Limited and related Lloyd's managing agency and syndicates
• Advised Colonial Group International Ltd on its sale of a majority stake in Lloyd's broker, Paul Napier Ltd.
• Advised Tower Group, Inc. on its transactions relating to its rights to agree to a merger with Canopius Holdings (Bermuda), acquire a Lloyd's managing agency and establish a special purpose syndicate
• Advised Lancashire Holdings Limited on its $1 billion capital raising, IPO and listing on AIM, including $560 million private equity investments and $125 million subordinated debt offerings, and its contingent capital facilities and other corporate matters
• Advised as part of team Telefonica S.A. on the auction sale of its 99.7% stake in Endemol Investment Holding to a consortium comprising Mediaset S.p.A, Gestevision Telecinco, Cyrte and GS Capital Partners for €2.6 billion
• Advised as part of team AEGON N.V. on its $5.4 billion sale of most of Transamerica Finance Corporation's commercial lending business to GE Commercial Finance
• Advised Nationwide Mutual and Pan Euro Life on the acquisition of Danica Life S.A. from Danske Bank A/S
• Advised Montpelier Re Holdings Ltd. on its formation and $1 billion of funding by White Mountains and private equity funds
• Advised on AEGON N.V.'s $1.3 billion acquisition of J.C. Penney's direct marketing life insurance business

Insurance Transactions and ILS

• Advised The Fidelis Partnership and Fidelis Insurance Group in connection with the launch of new Lloyd’s Syndicate 3123.
• Advised Canopius as deal counsel in connection with the issuance by Finca Re of $75 million of principal-at-risk variable rate notes
• Advised Herbie Re Limited as issuer and Fidelis Insurance as sponsor in connection with its $150 million, $125 million and $275 million catastrophe bond offerings via Herbie Re Ltd.
• Advised Aspen Insurance as deal counsel in connection with the issuance by Kendall Re Ltd. of $300 million aggregate principal amount of principal-at-risk variable rate notes
• Advised SCOR S.A. and its sidecar vehicle, Atlas Re, in the investment by Dutch pension fund, PGGM Vermogensbeheer B.V.
• Advised MS Amlin Asia on ILS transactions involving issuances of participating notes by Singapore-domiciled Phoenix Re Pte Ltd.
• Advised Willis Securities, Inc. on Windmill II Re DAC's €100 million catastrophe bond offering sponsored by Achmea Reinsurance Company N.V.
• Advised Viribus Re Ltd and its sponsor MS Amlin Group on the formation and ILS funding of the Viribus sidecar
• Advised ClaRe PCC and its sponsors, Barbican Insurance and Clare Management, on the formation and ILS funding of ClaRe in 2017 as a collateralized market-facing retrocessionaire
• Advised Aspen Insurance on its Peregrine Reinsurance ILS vehicle and fund raisings
• Advised Securis Funds on various insurance-linked securities (ILS) investments
• Advised Willis Capital Markets as arranger and placement agent on the establishment of the Cat Bond lite platform, Resilience Re, to match ILS capital with reinsurance risk
• Advised Kinesis and its sponsors, Kinesis Capital Management and Lancashire Holdings, on the establishment of Kinesis and its multiple tranche equity funding commitments by investors to Kinesis as a market-facing collateralized reinsurer and segregated accounts fund
• Advised US hedge fund and a Lloyd's reinsurer on a collateralized marine reinsurance fund and a new market-facing reinsurer
• Advised Aspen Insurance Holdings Limited on the establishment of Aspen Capital Markets division, and in connection with the offering of participating notes by the division's first sidecar, Silverton Re, providing exposure to Aspen's property catastrophe excess of loss reinsurance business, as well as in various renewals of Silverton Re
• Advised XL Group and New Ocean Capital Management on the formation and structuring of New Ocean Focus Cat Fund Ltd. and New Ocean Diversified Cat Fund Ltd., and in connection with the initial offering by the funds of preference shares
• Advised Saltire Holdings Limited and its sponsors, Saltire Management and Lancashire Holdings, on the establishment and $194 million private equity funding commitments to Saltire
• Advised Accordion Holdings Limited and its sponsor, Lancashire Insurance Company Limited, on the formation and $250 million private equity funding commitments to Accordion as a new retrocessionaire shelf sidecar for property catastrophe risks
• Advised private equity funds on the formation of Norton Holdings vehicle with Brit plc

Capital Markets and Finance

• Advised Fidelis Insurance Holdings in connection with a $165 million secondary offering by certain shareholders 
• Advised Fidelis Insurance Holdings Limited in connection with its initial public offering on the New York Stock Exchange
• Advised Conduit Holdings Limited on governance, finance, hedging and reinsurance matters relating to its $1 billion formation, IPO and commencement of operations
• Advised GoldenTree Asset Management LP on a €417 million block trade of shares in BAWAG Group AG
• Advised Lancashire Holdings Limited on its inaugural offering of $450 million aggregate principal amount of 5.625% Fixed-Rate Reset Junior Subordinated Notes due 2041
• Advised Fidelis Insurance on capital raises aggregating $1.3 billion on pre-emptive rights offerings, private equity placements and Tier 2 and 3 regulatory debt capital offerings
• Advised GoldenTree Asset Management on the €1.9 billion sale of shares in and IPO of BAWAG Group AG in 2017 on the Austrian Stock Exchange and under Rule 144A
• Advised Lancashire Holdings Limited on its £131 million equity placing of common shares, to raise proceeds to fund its acquisition of Cathedral Capital Limited, and on its earlier $130 million offering of Senior Notes under Rule 144A, and the related admission and listings on The London Stock Exchange
• Advised Aspen Insurance Holdings on its $275 million and $150 million public offerings of perpetual non-cumulative preference shares, each intended to qualify as Tier 2 capital under BMA guidelines
• Advised Aviva plc on its $400 million public offering of capital securities due 2041 constituting lower Tier 2 capital under U.K. FSA rules
• Advised Eskom Holdings Limited, the South African electricity company, on its inaugural international debt offering of $1.75 billion of notes under Rule 144A and listing on the Luxembourg Exchange
• Advised Aviva plc on its £381 million, £318 million and £353 million accelerated book-build and international sales of various stakes in its former Dutch subsidiary Delta Lloyd N.V.
• Advised Citigroup, Goldman Sachs and HSBC as joint bookrunning lead managers on Telefónica Emisiones SAU's issuance of $3.75 billion of notes, which are guaranteed by Telefónica S.A., the international telecoms group
• Advised Aviva plc on its SEC registration, ADR program and listing on the New York Stock Exchange
• Advised PZU S.A., the Polish insurer, on its PLZ 8 billion IPO and Rule 144A offering and listing on the Warsaw Stock Exchange
• Advised Lancashire Holdings Limited on its premium listing on the London Stock Exchange's main market
• Advised National Grid plc on its SEC-registered offering of $1 billion 6.30% notes due 2016 and listing on the NYSE
• Advised Telefonica S.A. on its $5.25 billion SEC-registered offering of senior notes in connection with its acquisition of O2 plc, and follow-on offerings representing the investment banks
• Advised Aspen Insurance Holdings Limited (formerly Wellington Re) on its IPO, various secondary equity, hybrid and debt offerings, cat bond transactions and other corporate matters
• Advised Montpelier Re Holdings Ltd. on its $1 billion of private equity and debt financings, and subsequent IPO, NYSE listing, public debt and secondary equity offerings and other corporate matters
• Advised Endemol N.V. on its €281 million Rule 144A offering and IPO on Euronext
• Advised Corral Investment AB (Preem Petroleum) on its €520 million SCoups Rule 144A offering
• Advised Goldman Sachs as underwriters on the $2.1 billion global IPO and NYSE listing by Principal Financial
• Advised Oberthur Card Systems S.A. on its €217 million IPO and introduction on the Paris Bourse