Joseph D. Ferraro

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 Fidelis Insurance Holdings Limited, a London-based insurance and reinsurance group, in connection with the transaction. On July 25, Willkie client Fidelis Insurance Holdings Limited announced its intention to create a new Managing General Underwriter (Fidelis MGU) which, subject to regulatory approvals, will be separated from the existing balance sheet insurance companies sitting within Fidelis. This new structure will allow each entity to focus on its core functions and specialisms, and provide the relevant services to the Fidelis clients, brokers and other stakeholders. The newly created Fidelis MGU will be one of the largest managing general underwriters globally, with plans to originate and underwrite across a range of specialty insurance and reinsurance classes of business. Fidelis is a privately owned, London and Bermuda-based holding company, which, through its subsidiaries, is a global provider of property, bespoke and specialty insurance and reinsurance products. The cross-border Willkie team was led by London partner Joseph Ferraro and included partner Jennifer Tait and attorneys from Willkie’s global insurance, tax and competition groups. Partners Ashley Young, Komal Raina and Jonathan Zane advised on the debt financing.

Jul 25

1 min

Willkie acted as deal counsel in connection with SCOR’s issuance of $75 million Series 2023-1 Class A Principal At-Risk Variable Rate Notes, via Irish-incorporated Atlas Capital DAC. The Atlas cat bond secured SCOR SE $75 million of fully collateralized retrocessional catastrophe protection. SCOR is covered against losses from major catastrophe industry loss events caused by U.S. named storms and earthquakes (including Puerto Rico and the U.S. Virgin Islands), Canada earthquakes and European windstorms. The Atlas Capital DAC Series 2023-1 offering is the inaugural issuance made by Atlas Capital DAC, a multi-arrangement special purpose vehicle approved in Ireland under Solvency II. The Atlas Capital DAC programme is among the first of this type of programme structure established in Ireland. Atlas Capital DAC has received permission to secure protection against various perils relating to both mortality and catastrophe triggers. SCOR is a global reinsurance company offering its clients a diversified and innovative range of reinsurance and insurance solutions and services to control and manage risk. The Willkie team in London was led by partners Joseph Ferraro and Jennifer Tait and included associates David Griffiths and Nicole Kapu-Leyland.

May 31

1 min

Willkie represented Fidelis Insurance Holdings Limited (Fidelis Insurance Group) and Herbie Re Ltd. in connection with a $375 million catastrophe bond offering. On December 27, Fidelis Insurance Group, a global specialty insurer, announced that Fidelis Insurance Bermuda Limited successfully closed a new catastrophe bond through the issuance of the Series 2024-2 Class A Principal-at-Risk Variable Rate Notes, the Series 2024-2 Class B Principal-at-Risk Variable Rate Notes, and the Series 2024-2 Class C Principal-at-Risk Variable Rate Notes by its Herbie Re Ltd. program. This is the sixth series of notes issued by Herbie Re and will provide the Fidelis Insurance Group with $375 million of collateralized reinsurance protection. Fidelis Insurance Holdings Limited (NYSE:FIHL) is a global specialty insurer, leveraging strategic partnerships to offer innovative and tailored insurance solutions. The Willkie team was led by partners Joseph Ferraro and David Griffiths, and included partners Arthur Lynch, Alexander Ryan, Henrietta de Salis, Nan-I Chen and Cindy Chernuchin, and associate Andrew Bottomley.

Dec 31

1 min

Willkie represented Fidelis Insurance Holdings Limited (FIHL) in connection with its initial public offering on the New York Stock Exchange. Fidelis Insurance Holdings Limited is a global insurance holding company with insurance and reinsurance operations in Bermuda, Ireland and the United Kingdom. The FIHL IPO followed the creation of a new managing general underwriter (Fidelis MGU), which was separated from the balance sheet insurance companies in a spin off transaction closed in January of this year. The initial public offering involved both a primary issuance of 7,142,857 shares by FIHL and secondary sale of 7,857,143 shares by a large majority of FIHL’s existing shareholders, including large private equity funds and high-net-worth individuals, at a price of $14.00 per share. The underwriters have been granted a 30-day option to buy up to an additional 2,250,000 common shares from the selling shareholders at the initial public offering price. The IPO proceeds will be $210 million, and up to $241.5 million if the underwriters’ option is exercised. The common shares are expected to begin trading on June 29, 2023, on the New York Stock Exchange under the ticker symbol "FIHL" and the offering is expected to close on July 3, 2023, subject to the satisfaction of customary closing conditions. The Willkie team was led by Corporate & Financial Services partners Joseph Ferraro and Jennifer Tait with associate Ida Nizankowska-Polus in London. Executive Compensation and Employee Benefits advice was provided by partner Michael Katz and associate Deanna Clugston in New York.

Jun 29

1 min