Jane Scobie

Willkie advised Fidelis Insurance Holdings Limited in connection with a secondary SEC-registered public offering by certain of its shareholders (including CVC, Crestview, Travelers and ADIA) of 9 million common shares at a price of $16.00 per common share on the New York Stock Exchange. The underwriters fully exercised their option to buy an additional 1.35 million common shares from the selling shareholders, for a total deal value of $165 million. The Willkie team was led by partners Joseph Ferraro and Jennifer Tait, supported by partners Arthur Lynch and Jane Scobie on tax matters, with associates Ida Nizankowska-Polus, Snaebjorn Olafsson and Dillon Siebert.

May 22

1 min

Willkie advised Convex Group Limited ("Convex Group"), a global specialty insurance and reinsurance group, in connection with its inaugural Tier 2 regulatory capital bond offering in the London Regulation S market. The offering consisted of $600 million in aggregate principal amount of 6.500% Fixed Rate Reset Callable Subordinated Notes due 2046 (the "Notes"), which were issued on January 21, 2026. The Notes were structured to receive Tier 2 solvency capital treatment under the Bermuda Monetary Authority’s Group Supervision and Eligible Capital Rules. The Notes are listed on the International Securities Market of the London Stock Exchange and were offered to institutional investors outside the United States in reliance on Regulation S under the Securities Act of 1933. Convex Group intends to use the majority of the net proceeds from this offering to support its long-term capital structure and strategic independence, as well as to finance a share repurchase in connection with recent equity investments by Onex Corporation and American Insurance Group (AIG). The Willkie team was led by partner Jennifer Tait and included associate Snaebjorn Olafsson and trainee solicitor Ellen Gribben in London. Partner Isaac Silverstein and counsel Catherine Harrington in New York provided U.S. tax advice. Partner Jane Scobie and associate Ashley Jamali in London provided U.K. tax advice. Partners Allison Tam and Andrew Tromans in New York and London and associate Melisa Khajaei in New York provided insurance regulatory advice and associates Rowan Khanna and Kari Prochaska in London supported on financial regulatory and data protection matters, respectively.

Jan 26

1 min

Willkie advised Saudi Reinsurance Company on the sale to Aviva plc of its 49.9% shareholding in Probitas, a leading Lloyd’s of London platform with operations in the UK, Europe, Mexico, Australia and Canada. The deal closed on July 9, 2024. The transaction was signed alongside a sale agreement with Probitas management which, following a tripartite negotiation and sale process, sees Aviva, the UK's leading diversified insurer, acquire 100% of Probitas and marks its return to the Lloyd’s market in a significant strategic transaction for the UK-headquartered group. The Willkie team was led by partners Melanie James and Tim Baumgartner, with associates Magdi Adab, Miriam Gott and Alexander Avdzha. The team also included partners Rahul Saha and Jane Scobie and associates Alaric Green and Scott Wallace.

Jul 10

1 min

Willkie represented an ad hoc group of senior secured noteholders in the financial restructuring of AFE S.A. SICAV-RAIF, a specialist European non-performing loan and real estate investment firm affiliated with Veld Capital (formerly AnaCap Credit). Willkie advised the holders of €307.5 million Senior Secured Floating Rate Notes due 2024 in connection with the comprehensive recapitalization and refinancing of AFE’s capital structure along with the acquisition of AFE by AGG Capital Management Limited, a subsidiary of Arrow Global Group, and certain Noteholders. On February 9, AFE announced  the successful completion of the recapitalization and refinancing transactions after having received consents from the holders of more than 95% of the Notes to implement the transactions on December 21. The restructuring involved the extension of the maturity of the Notes, new term loan facilities totaling €132.9 million, the issuance of approximately €35.7 million in aggregate principal amount of additional Notes, and an equity transfer of the AFE Group to certain Noteholders and funds managed by AGG. The Willkie team in London was led by partners Graham Lane and Jason Taylor, and included partners Jennifer Tait, Gavin Gordon, Jane Scobie, Komal Raina and David Griffiths, along with associates Celine Buttanshaw, Chiraag Thadani, Carson Lau, Alec Young, Megan Gairns, Snaebjorn Olafsson and Ashley Jamali and trainee solicitor Caitlin Smith.

Feb 9

1 min

On February 22, the English High Court sanctioned restructuring plans under Part 26A of the Companies Act 2006 (CA 2006) of seven companies within the Lifeways Group – the largest provider of supported living services for adults with complex health needs in the UK. The case is notable for being the first successful use of a restructuring plan by a UK healthcare regulated business. Following the sanction order, the Lifeways Group was able to complete its restructuring transaction with its secured lenders on February 24, which involved a c.£100 million haircut of its senior secured debt, the provision of £15 million new super senior money and the consensual transfer of the Group’s ownership from OMERS (the Ontario Municipal Employees Retirement System) to the Group’s lenders. The Group’s services are regulated by the Care Quality Commission (“CQC”) in England, the Care Inspectorate in Scotland, and the Care Inspectorate Wales. The CQC has statutory powers to monitor the financial sustainability of adult social care providers within the Market Oversight scheme and provide an early warning to local authorities if there is a risk that a provider might enter into a formal insolvency process. The Group and Willkie worked closely with the CQC and its advisers throughout the restructuring transaction to ensure the regulator was apprised throughout the process. The successful restructuring allows the Group (which employs around 10,000 people) to avoid a formal insolvency process and enables it to continue delivering specialist care services to some 4,200 vulnerable adults across the country. The decision crystalizes the English Court’s power to exercise a cross-class cramdown on creditor classes who dissent, abstain or fail to attend the creditor meetings, providing welcome confirmation that a restructuring plan cannot be defeated by classes of creditors who refuse to vote. Compromised creditors included landlords, the Group’s former professional advisers and former members of its senior management. The Court also provided helpful guidance on when shareholders are not affected by a restructuring plan and do not need to be summoned to vote on it. Following this successful outcome for the Lifeways Group, the UK restructuring industry could see an increased use of restructuring plans for companies in the regulated healthcare sector, which has experienced significant financial and staffing pressures in the aftermath of the COVID-19 pandemic and the current high inflationary/high energy price environment. The Willkie team was led by partner Graham Lane and included partners Gavin Gordon, Komal Raina and Jane Scobie, and associates Alexander Roy, Matteo Clarkson-Maciel, Jason Taylor, John Lambillion, Julian Grant, Ashley Jamali, Daniel Pront and Ethan Douglas.

Feb 28

2 min