Merged container lessors form island company
Law firm Appleby was an adviser in a $8.7 billion merger of two freight container leasing corporations.
The merging of Triton Container International Limited and TAL International Group Inc, created a Bermudian-based holding company with $8.7 billion in revenue-generating assets.
It is the second multibillion dollar merger deal closed in the space of a week that involved a Bermudian-based law firm and resulted in the holding company domiciling on the island, despite one of the combining companies having a previous connection with Delaware.
And the deal is being seen as proof that Bermuda “continues to be a preferred jurisdiction for public companies”.
Triton International Ltd is now the world’s largest lessor of intermodal freight containers and chassis. It has an estimated global market share of 25 per cent.
During the deal Appleby was the Bermuda counsel to Bermudian-based Triton Container International, which was formed in 1980.
Triton, with a fleet portfolio of $4.55 billion, was marginally the larger of the two merging companies. Delaware-based TAL had a fleet portfolio of $4.12 billion.
The Triton deal was announced last year and closed on July 12. It resulted in the formation of Triton International Ltd, which is now listed on the New York Stock Exchange.
In a statement, Appleby said it advised on all Bermuda aspects of the transaction, working closely with US counsel and Triton to identify potential challenges and devise solution-driven strategies.
“This matter was innovative and complex as it involved a listed US company and a Bermudian company coming together through two separate mergers (one US and one Bermuda) under a single newly formed Bermuda parent company that is now listed on the NYSE,” said Steven Rees Davies, a Bermudian-based Appleby partner who led the firm’s deal team.
TIL is the world’s largest lessor of intermodal freight containers and chassis. With a container fleet of nearly five million 20-foot equivalent units, TIL’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.
The Triton deal has striking similarities to last week’s merger of IHS Inc and Markit. That deal was brokered by Conyers Dill & Pearman and resulted in the formation of IHS Markit, with $3.3 billion in revenue. One of the combining companies had a previous connection with Delaware, however the newly-formed holding company domiciled in Bermuda.
That transaction was hailed by CDP’s Niel Jones as enhancing “market confidence in Bermuda public companies”.
Taking note of the latest mergers involving Bermuda, Ross Webber, chief executive officer of the Bermuda Business Development Agency, said: “Bermuda continues to be a preferred jurisdiction for public companies and this is due in large part to the strength of the service-provider community and Bermuda’s unique, elite jurisdictional reputation.
“The continuing trend of high-level, complex and sophisticated corporate activity underscores Bermuda’s ability to provide a safe harbour for global business amid a fast-changing international regulatory landscape. Bermuda offers a sustainable blue-chip solution.”
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