Corporate Legal Services | Bermuda

Advising Bermuda Companies on Norwegian Market Transactions

The Conyers Norway-focused practice group advises clients on the laws of Bermuda in relation to Bermuda companies active in the Norwegian market. These activities include raising capital in the Norwegian capital markets, listing on one of the Norwegian stock exchanges, mergers & acquisitions, corporate finance, restructurings and establishing group holding structures.

Our team is composed of highly qualified attorneys with significant experience and an in-depth knowledge of business practices and structures of companies with a Norwegian connection.

Growing Opportunities for Companies Looking to List

A growing number of issuers have chosen Bermuda as their preferred offshore jurisdiction through which to raise capital in Oslo. 

Whilst Oslo stock exchange listings by Bermuda companies have typically been within the shipping, drilling and logistics business segments, Bermuda companies have also been used to list a range of businesses from real estate to technology — with renewables and alternative energy businesses the next likely growth areas. 

Since the Central Securities Depository Regulation (CSDR) was implemented into Norwegian law, Bermuda has been among the few CSDR-compliant jurisdictions that also has all three Norwegian exchanges – Oslo Børs, Euronext Expand and Euronext Growth Oslo – available to issuers due to their “appointed stock exchange” designation under Bermuda’s Companies Act.  

The Euronext Growth Oslo exchange in particular continues to be a popular choice for new listings as it allows companies the potential to “uplist” to a larger exchange.

Our Recent Experience Includes:

Oslo listings and equity offerings:

• Advising Shelf Drilling (North Sea), Ltd. on its continuation to Bermuda and completion of its private placement of new shares in connection with its acquisition of five jack-up rigs, and its admission to and listing on the Euronext Growth Oslo.
• Advising Odfjell Technology Ltd on its issuance of US$113 million floating rate senior secured bonds due February 28, 2026. The net proceeds from the issuance were used in connection with the restructuring related to the spinoff of the company from Odfjell Drilling Ltd., and listing on the Oslo Stock Exchange.
• Advising Hafnia Limited in connection with a US$100 million private placement of shares.

Take privates and M&A:

• Acting for Leif Höegh & Co. Ltd. and funds managed by Morgan Stanley Infrastructure Partners through a 50/50 joint venture, Larus Holding Limited, in its US$218 million acquisition of the remaining outstanding shares of Höegh LNG Holdings Ltd., which was formerly listed on the Oslo Stock Exchange.
• Advising Hafnia Limited on its share purchase agreement to purchase Chemical Tankers Inc., which had a fleet of 32 chemical tankers. The Chemical Tankers fleet of modern and fuel-efficient tankers included six medium range, 18 handy sized and eight stainless steel tankers.
• Advising OSM Maritime on the Bermuda and BVI law aspects of the combination of the businesses of OSM Maritime Group and the Thome Group.

Restructurings:

• Advising Seadrill Limited and its Bermuda subsidiaries on their joint Chapter 11 restructuring.
• Acting for DNB Bank ASA as agent in relation to two separate facilities for Borr Drilling Ltd, where Borr undertook an internal restructuring. 

Bond offerings:

• Advising Golar LNG on the issuance of US$300 million 7% unsecured bonds due 25 October 2025.
• Advising Stolt-Nielsen Limited on aggregate NOK 1.5 billion senior unsecured bonds offering due 29 June 2023.

Bank financing:

• Advising Sequoia Investment Management in connection with a US$250 million bilateral secured credit facility with Golar LNG Limited.
• Advising various banks in connection with various loan facilities to the Frontline Group.