Joseph D. Ferraro

Partner

London
Willkie Farr & Gallagher (UK) LLP
Citypoint, 1 Ropemaker Street
London EC2Y 9AW
T +44 20 3580 4707
F +44 20 3580 4800
jferrarowillkie.com

Joseph Ferraro is a partner in the Corporate & Financial Services Department with a broad range of experience advising on corporate finance matters, including private equity, stock exchange listings and public offerings and mergers and acquisitions transactions.

Private Equity and Insurance Transactions
Joe has extensive experience in negotiating and structuring corporate finance transactions within the insurance industry, particularly in the Lloyd’s, Bermuda and US sectors. In particular, he has advised on numerous new insurance and reinsurance start-ups, sidecars and reinsurance funds in London and Bermuda, including their structuring, licensing, financing and governance. He has also advised various ILS managers, collateralized reinsurance vehicles, ILS funds and related ILS transactions.

M&A
Joe’s mergers and acquisitions experience is focused on the insurance and reinsurance sector. He has represented buyers and sellers in the life, property, casualty and brokerage sectors, as well as financial advisors. With transatlantic and other multi jurisdictional capabilities and experience, the Willkie London M&A team frequently advises on cross border matters, commonly involving the U.K, U.S. and Bermuda.

Capital Markets
Joe has represented issuers, underwriters and investors in securities offerings, stock exchange listings, structured finance and private equity investments, with an emphasis on cross-border transactions. He routinely advises on public offerings, private placements, Rule 144A transactions, and listing transactions. He also provides ongoing corporate governance and securities law advice to international corporate clients based in Europe.

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Joseph Ferraro is a partner in the Corporate & Financial Services Department with a broad range of experience advising on corporate finance matters, including private equity, stock exchange listings and public offerings and mergers and acquisitions transactions.

Selected Significant Matters

Private Equity and Insurance Transactions

  • Advised RenaissanceRe Holdings on its co-investment in 2017 with Apollo in Catalina Holdings Limited, which operates in the run-off and legacy markets
  • Advised Viribus Re Ltd and its sponsor MS Amlin Group on the formation and ILS funding of the Viribus sidecar in 2017
  • 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 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 in 2016
  • 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 private equity fund and a Lloyd’s reinsurer on a collateralized quota share reinsurance and derivative transformer transaction
  • Advised Tower Group, Inc. on its investment in Canopius Group Limited to provide financing for the acquisition by Canopius of Omega Insurance Holdings Limited
  • 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 Securis Funds on various insurance-linked securities (ILS) investments
  • Advised private equity funds on the formation of Norton Holdings vehicle with Brit plc
  • 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 Montpelier Re Holdings Ltd. on its formation, $1 billion of private equity and debt financings, and subsequent IPO, NYSE listing, public debt and secondary equity offerings and other corporate matters
Mergers and Acquisitions
  • 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 in its agreement to be acquired by certain investment funds affiliated with Apollo Global Management for $2.6 billion in 2018
  • Advised Aquiline Capital Partners on its agreement to sell Simply Business, which operates in the UK’s insurtech space, to The Travelers Group for approximately $490 million in 2017
  • Advised Aspen Insurance Holdings Limited on its defense of the hostile acquisition bid from Endurance Specialty
  • 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 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 on AEGON N.V.'s $1.3 billion acquisition of J.C. Penney's direct marketing life insurance business
  • Advised on the $225 million public tender offer and acquisition by Columbia Propane Corporation for the outstanding common units of National Propane Partners, L.P.
  • Advised on Allstate's $1.1 billion negotiated acquisition of American Heritage Life
  • Advised Goldman Sachs as the financial adviser to Indianapolis Life on its sponsored demutualization through an investment by AmerUs
Capital Markets and Finance
  • 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 approximately one-half of the 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 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
  • Advised on other capital raising transactions by companies in various industries, including Legal & General plc, The Allstate Corporation, Associates Corporation of North America, Avco Financial Services, W.R. Berkley, Central Maine Power, Dominion Resources, IPC Holdings, ITT Corporation, Manulife Financial, New Jersey Natural Gas, Northwestern Mutual, Ohio National Life, Paramount Communications, and Western & Southern Insurance

Selected Publications and Lectures

Publications

  • "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.


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