Gary Harris

Catastrophe bond structures:

• Matterhorn Re Ltd. – acted as Bermuda counsel to Matterhorn Re Ltd. in connection with the sale and issue by the company, acting in respect of its segregated account, of Class A Principal At-Risk Variable Rate Notes
• Alturas Re Ltd. – advised AXIS Capital, the Bermuda-headquartered global re/insurer, in the creation and funding of its sidecar Alturas Re Ltd. The total note issuance size was $130 million
• Tullett Prebob – advised Tullett Prebon, one of the world´s leading interdealer brokers, on the launch of their Insurance-Linked Notes (ILN) platform which will allow registered users to buy or sell natural catastrophe protection using customisable instruments
• Tailwind Re Ltd. – advised Bermuda- headquartered reinsurance firm Validus Holdings on its first full catastrophe bond issuance with the Tailwind Re Ltd., valued at $400 million
• Spectrum Capital Ltd. – advised on its first full cat bond issuance from Tokio Millennium Re (Bermuda) during its upsize from original $250 million to $430 million, thanks to investor appetite and pricing
• Hoplon III – advised on the incorporation and organisation of a special purpose insurer, Hoplon III, and the formation of the purpose trust pursuant to the third insurance-linked (ILS) securities transaction from MyLotto24, a UK-based lottery provider owned by the Zeal Group. Matter value €90 million

M&A, public offerings and corporate restructuring:

• Sumitomo Dainippon Pharma – advised Sumitomo Dainippon Pharma, a leading Japanese pharmaceutical company in respect of its estimated USD 3 billion acquisition of 5 biopharma companies
• T&D Holdings – advised T&D Holdings on USD 1.8 Billion joint acquisition with Carlyle Group of Fortitude Re
• IHS Inc. – advised in relation to the Bermuda elements of the proposed merger with Markit Ltd, a leading global provider of financial information services, valued at USD 13 billion
• Crown Global Titan Life Insurance Ltd. (“Crown Global”) – advised on the sale of 81% of its shares by Crown Global Holdings Ltd. by way of a share transfer agreement
• Canada Pension Plan Investment Board Ascot Underwriting Holdings Ltd. – advised Ascot Underwriting Bermuda Ltd and Ascot Corporate Name Ltd., as a capital provider for Syndicate 1414 at Lloyds, with a matter value of USD 1.1 billion
• KeyTech Limited. – advised in connection with a multi-layered transaction including the acquisition of the remainder of Bermuda Digital Communications Ltd. (CellOne) and the acquisition by Atlantic Tele-Network, Inc., of a controlling interest in Keytech

Life companies:

• Prismic Life Reinsurance Ltd. – advised Prudential Financial, Inc. and Warburg Pincus LLC, in the launch of Prismic Life Reinsurance, Ltd., a licensed Class E Bermuda-based life and annuity reinsurance company
• Kuvare Holdings – advised Kuvare Holdings (Kuvare) on its formation of Kindley Re Ltd. (Kindley Re), a newly formed Bermuda-domiciled reinsurer which will co-invest at least USD 400 million with Kuvare in qualifying life insurance and annuity transactions
• HSBC – represented HSBC in a GBP 7 billion longevity swap and reinsurance transaction which is the second largest on record. This new HSBC deal is the first that sees a bank offloading the longevity risk associated with its pension plan members, which could suggest a broadening of appeal for these deals
• 777 Re Ltd. – assisted with the formation and licensing of 777 Re. Ltd. as a Class D insurer and acted as legal counsel in relation to the company’s first transaction
• Hannover Life Reassurance Company of America (Bermuda) Ltd. – assisted a major global life reinsurer in responding to changing US regulations in the upgrading and relicensing of a Bermuda Class C insurer into a major Class E insurer able to engage in a new global platform with a substantive mandate
• Allianz Re Bermuda Life Ltd.- advised in relation to the incorporation and licensing of Allianz Re Bermuda Life Ltd, a Bermuda Class E insurer
• Kuvare Holdings LP. – advised in relation to the formation and structuring of Kuvare Life Re Ltd., a Bermuda exempted company registered as a class E insurer

Insurance Transactions:

• African Risk Capacity Ltd – advised ARC Ltd, a long-standing client, on its first parametric insurance product against high-impact epidemic risks

• Convex Group Limited – acted as Bermuda counsel to Convex Group, a newly launched specialty re/insurer. The group has been capitalised initially with approximately USD 1.6 billion of common shareholders’ equity, drawn from a USD 1.8 billion facility provided by a consortium of investors. Convex Group Limited is a specialty insurer and reinsurer focused on complex risks founded by Stephen Catlin and Paul Brand, with operations in Bermuda and London
• PGGM – advised PGGM (the pension fund manager) in their partnership with RenaissanceRe on a new risk-remote rated property catastrophe reinsurance vehicle named Vermeer Reinsurance Ltd. Matter value USD 1 billion
• Athene Holding Ltd – advised on Athene Holding Ltd. (Athene)’s secondary offering of $793.8 million of shares. Appleby provided advice on submitting the SEC S-1 and opined and commented on the transaction documents
• Veritas Group Limited. – advised on Veritas Group Limited (Veritas)´s Bermuda Stock Exchange listings of 10,000,000 class A common shares with a view to promote Veritas’ business of issuing financial insurance guarantee to investors
• White Rock Insurance (SAC) Ltd. – advised White Rock Insurance (SAC) Ltd., a Class 3 insurer, on the listing on the Bermuda Stock Exchange of the White Rock Insurance (SAC) Ltd ILS Program. Appleby’s role included assisting in setting up the program, corresponding with the Bermuda Stock Exchange, and reviewing transaction documentation such as the base prospectus and the note purchasing agreement
• Sunpoint Reinsurance Ltd. -advised on the incorporation of the client to serve as a run-off platform for Fosun Insurance Group

Credit Facilities:

• Investec Bank Plc – provided legal advice in connection with Investec Bank plc providing a master facility to Oakley Capital Private Equity
• Atherton Bermuda Hold Co Ltd. (“Atherton”) – advised Atherton Bermuda Hold Co Ltd. (“Atherton”) on a USD 400,000,000 letter of credit facility between Atherton (in its capacity as the Account Party); ING Bank N.V., London Branch, Lloyds Bank plc, The Bank of Nova Scotia, London Branch (together as original banks, lead arrangers and bookrunners) and ING Bank N.V., London Branch separately as issuing bank, agent, and security agent
• Major UK listed bank – advised a major UK listed bank (in its capacity as arranger, original lender, agent and security agent) on a USD150,000,000 amendment and restatement agreement made between the bank and a major Bermuda based insurance group
• Ocean Bank- advised in relation to an investment contract between Butterfield (Bermuda) Limited and Sunlife Financial Investments

Gary is recognised as a ´Next Generation Partner´ in the Insurance/Reinsurance category and ‘highly recommended’ in the Banking, Finance and Capital Markets category in The Legal 500. He was also recognised in Bermuda:Re+ILS as a ´Rising Star´, which features highly regarded professionals in Bermuda under the age of 35.

• Insurance & Reinsurance – Chambers and Partners Global Guides – January 2023

Gary holds an LLB (Hons) degree from the University of Liverpool and obtained two Master’s degrees from the University of Cambridge and UCL in International Business Law.

• University College London (England)
• University of Cambridge (England)
• University of Liverpool (England)

Gary is a member of the Honourable Society of the Inner Temple and the Bermuda Bar Association, and is a non-practicing member of both the Bar Council for England and Wales and the Jamaican Bar Association.