Gary Harris is a partner in Appleby Bermuda’s Corporate department where he advises captives, commercial insurers, special purpose vehicles, insurtech companies, fintech companies and segregated account companies.
Gary has advised clients on the structuring and establishment of a variety of investment products and alternative investment products, public and private M&A, ICOs, virtual currency exchanges, insurtech, insurance linked securities, collateralised reinsurance investment transactions, placings and syndication of investments, international capital raisings and general corporate advice. In addition, Gary advises institutional investors in connection with all stages of their participation in a broad range of investment funds, alternative investment funds and (re)insurance entities.
He joined the Firm in 2014. Prior to joining Appleby, Gary worked in the Corporate department of a top tier Caribbean law firm for four years. Gary is recognised as a ´Next Generation Lawyer´ in the Insurance/Reinsurance category and recommended in the Corporate and Commercial category in Legal 500 Caribbean 2019. He was also recognised in Bermuda:Re+ILS as a ´Rising Star´ for 2017, which features highly regarded professionals in Bermuda under the age of 35.
Gary is a member of the Honourable Society of the Inner Temple and the Bermuda Bar Association and is a non-practising member of both the Bar Council for England and Wales and the Jamaican Bar Association. For his vocational education he attended the Inns of Court School of Law where he obtained a Post-Graduate Diploma in Legal Practice and the Norman Manley Law School where he obtained a Certificate of Legal Education.
Recent publications include:
- Law and Practice – Chambers Insurance and Reinsurance 2019 Guide – February 2019
- M&A Guide 2018 – Legal 500 – November 2018
- Current insurance market conditions and their impact on captives Captive International – October 2018
- Looking Back at 2017 – Intelligent Insurer -April 2018
- Bermuda Chapter of Private Funds: Where and How? – Dechert LLP – March 2018.
- Bermuda: Mergers & Acquisitions Legal 500 – April 2018
Gary´s clients and recent transactions include:
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 issuance size of the note issuance 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 organization 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.
- Panthera Re Limited., advised on Panthera Re Limited´s issuance of a single $100 million tranche of Series 2018-1 Class A Principal At-Risk Variable Rate Notes.
- Hannover Ruck SE, Acted as Bermuda counsel for Hannover Ruck SE in the formation and licensing of Cranberry Re Ltd, a Bermuda domiciled special purpose insurer to issue series of catastrophe bond notes to support the risk transfer need of Hannover Ruck SE, with a value of USD 300 million.
- 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.
- Hoplon III Insurance Ltd., Acted as Bermuda counsel for Hoplon III Insurance Ltd. in respect of its licensing as a special purpose insurer and segregated accounts company and its fully collateralised insurance program insuring a lottery betting game provider against the risk for high prize-payouts and listing of notes on the Bermuda Stock Exchange.
- Thopas Re Ltd., Acted as Bermuda counsel for International specialty insurer Chaucer plc in the formation and licensing of Thopas Re Ltd., a Bermuda domiciled fully collateralized reinsurance sidecar that will provide additional capital markets backed capacity to the firm’s Chaucer Syndicate 1084’s global reinsurance portfolio.
- Bonanza Re Ltd., Acted as special legal counsel in connection with the sale and issue by the client of a Series 2016-1 Class A and Class B Principal-at-Risk Variable Rate Notes with a total value of USD 200 million.
- Kizuna Re Ltd., Acted as Bermuda counsel for the Second Note issuance of Kizuna Re II Ltd., a Bermuda domiciled company registered as a special purpose insurer established for issuing series of catastrophe bond notes to support the risk transfer needs of Tokio Marine & Nichido Fire Insurance Co. Ltd.
- Citrus Re Ltd., third note issuance, established to issue USD 277.5mm catastrophe bond notes to support risk transfer needs of Heritage Property & Casualty Insurance Company (April 2015);
- Limestone Re Ltd., Acted as Bermuda counsel in advice on the issuance and listing of the company’s segregated account notes and separate account notes on the Bermuda Stock Exchange, valued at USD 160m. (December 2016)
- Ursa Re Ltd., Provided advice to the client concerning its third note issuance of USD 500m worth of Principal-at-Risk Variable Notes, to support the risk transfer needs of the California Earthquake Authority. (November 2016)
- Nakama Re Ltd., Acted as special legal counsel to Nakama Re Ltd. in connection with the sale and issue by the company of BD 700m worth of Principal-at-Risk Variable Rate Notes. (September 2016)
- Operational Re Ltd., Provided legal advice in connection with incorporation, organisation, licensing and transaction documents of Operational Re(Credit Suisse), with a total transaction value of USD 223m. (May 2016)
M&A, public offerings and corporate restructuring
- Appleby Global Listing Services (Bermuda) Ltd., sponsored its first listing and acted as listing sponsor to First Coast Re II Pte. Ltd, a special purpose reinsurance vehicle incorporated in Singapore , in connection with the offering of $100,000,000 Class A Principal At-Risk Variable Rate Notes due 7 June 2023 (“Notes”).
- Northstar Group (Bermuda) Limited, acted as Bermuda counsel to Northstar Group (Bermuda) Limited in connection with its acquisition of Providence Life Assurance Company (Bermuda) Ltd.
- Globant Espana SA, acted as legal counsel for Globant Espana SA, (NYSE: GLOB), a digitally native technology services company in its acquisition of Avanxo, a leading cloud transformation company with presence in the United States, Brazil, Mexico, Colombia, Peru and Argentina.
- The ad hoc committee of bondholders and senior lenders (Ad Hoc Com) of Noble Group Ltd, (NGL), advising the ad hoc group of senior creditors on the $3.5 billion financial restructuring of global commodities trader NGL, a Bermuda incorporated company listed in the Singapore stock exchange, which had to have its centre of main interests switched from Hong Kong to London to enable the deal.
- Insurance Income Strategies, Ltd., acted as Bermuda counsel in relation to the formation of IIS and structured a $58 million capital raise through the insurance of Series B Preference Shares.
- International Medical Group, Inc., advised on the sale of International Medical Group, Inc. to Sirius International Insurance Group. Matter value USD 250 million + add ons.
- 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 13billion.
- 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.
- Atlas Merchant Capital LLC (“Atlas”), Advised on the purchase of USD 7.5 million common shares in Somerset Reinsurance Limited, a company incorporated under the laws of Bermuda and registered as a Class E Insurer.
- Canada Pension Plan Investment Board Ascot Underwriting Holdings Ltd., 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., advising in connection with a multi-layered transaction that included 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.
- 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. (December 2016)
- 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. (October 2016)
- 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.
- Geneva Reinsurance Ltd., acted as Bermuda counsel to Geneva Re Ltd. in connection with its formation and registration as a Class 3A insurer under the Insurance Act 1978, as amended.
- PGGM, advised PGGM (the pension fund manager) in their partnership with Renaissance Re on a new risk-remote rated property catastrophe reinsurance vehicle named Vermeer Reinsurance Ltd. Matter value USD 1 Billion
- Appleby acted as Bermuda counsel in relation to the first captive to be formed in Bermuda to manage risk associated with crypto currencies
- 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.
- NASDAQ-listed global insurance group, Acted as Bermuda counsel on the discontinuance of an insurance company from the Isle of Man to Bermuda and the merger of that insurance company with an affiliated Bermuda insurance company.
- White Rock Insurance (SAC) Ltd., Avised 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.
- 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, Advising 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.
University College London (England)
University of Cambridge (England)
University of Liverpool (England)