TIDMCAT
RNS Number : 6879C
CATCo Reinsurance Opps Fund Ltd
24 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Markel CATCo Provides Update on Buy-Out Transaction and
Announces Notice of Filing and Hearing on the Motion for Entry of
an Order Giving Full Force and Effect to Bermuda Schemes in United
States Bankruptcy Court
London, 24 February 2022 - Further to previous announcements
regarding the Buy-Out Transaction to be implemented pursuant to
schemes of arrangement (the Schemes) proposed by Markel CATCo
Reinsurance Fund Ltd. (provisional liquidators appointed for
restructuring purposes) (the Private Fund) and CATCo Reinsurance
Opportunities Fund Ltd. (provisional liquidators appointed for
restructuring purposes) (together with the Private Fund, the
Funds), Markel CATCo Investment Management Ltd (provisional
liquidators appointed for restructuring purposes) is providing an
update on the implementation of the Schemes and the Buy-Out
Transaction.
Scheme Meetings
On 18 February 2022 the Funds published Notices of Scheme
Meetings to be held on 4 March 2022 in respect of the Schemes to
implement the Buy-Out Transaction.
The deadline for Scheme Creditors to submit voting instructions
in respect of the Scheme Meetings is 2 p.m. (Bermuda) on 1 March
2022.
All investors are encouraged to review the Notices of Meetings
and Explanatory Statement, which are available on the Buy-Out
Transaction website ( https:// catcobuyout.alixpartners.com ), and
to submit voting instructions in respect of the Schemes. Investors
that have given Investor Undertakings to support the Buy-Out
Transaction are reminded that they are required to vote to approve
the Schemes in order to receive the Early Consent Fee.
Chapter 15 Filing
In connection with the Buy-Out Transaction and as described in
the Explanatory Statement, the Scheme Companies will seek
recognition and enforcement of the Schemes in the United States as
a condition precedent to completion of the Buy-Out Transaction. As
more fully described below, MCIM is giving notice of the filing of
a motion in the U.S. Bankruptcy Court requesting recognition and
enforcement and the applicable dates in respect of such motion.
Notice
On February 23, 2022, Simon Appell of AlixPartners UK LLP and
John C. McKenna of Finance & Risk Services Ltd., in their
capacities as the joint provisional liquidators and as the
authorized foreign representatives (the "JPLs") filed the Motion
for Entry of an Order Giving Full Force and Effect to Bermuda
Schemes of Arrangement (the "Motion") for relief under chapter 15
of title 11 of the United States Code for the CATCo Reinsurance
Opportunities Fund Ltd., Markel CATCo Reinsurance Fund Ltd., Markel
CATCo Investment Management Ltd. and Markel CATCo Re Ltd. (the
"CATCo Group Companies") with the United States Bankruptcy Court
for the Southern District of New York (the "U.S. Bankruptcy
Court").
The Motion requests entry of an order that (i) grants full force
and effect to the Schemes, including the security and releases,
within the territorial jurisdiction of the United States; (ii)
issues a permanent injunction enjoining actions that (a) would
interfere with or impede the administration, implementation, and/or
consummation of the Schemes and the Sanction Orders or (b) are
inconsistent with the Schemes and the Sanction Orders; and granting
related relief; and (iii) grants other and further relief as the
Court deems just and proper.
The U.S. Bankruptcy Court has scheduled an evidentiary hearing
to consider the relief requested in the Motion for March 16, 2022,
at 10:00 a.m. (New York time) (the "Enforcement Hearing") before
the Honorable Lisa G. Beckerman, United States Bankruptcy Judge for
the Southern District of New York, at the United States Bankruptcy
Court for the Southern District of New York, Courtroom 601, One
Bowling Green, New York, New York 10004. The hearing will be
conducted remotely using Zoom for Government.
Any party-in-interest wishing to submit a response or objection
to the motion or the relief requested therein must do so in
accordance with the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the Local Rules for the Bankruptcy Court,
and such response must be received by no later than March 9, 2022 ,
at 4:00 p.m. (New York time) and filed electronically with the U.S
Bankruptcy Court on the Court's electronic case filing system in
accordance with and except as provided in General Order M-399 and
served upon (i) the Foreign Representatives' counsel, Skadden,
Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York,
New York 10001 (Attn: Lisa Laukitis) and 155 N. Wacker Drive,
Chicago, Illinois 60606 (Attn: Justin M. Winerman and Anthony R.
Joseph) and Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40
Bank Street, Canary Wharf, London, E14 5DS (Attn: Peter Newman and
Kathlene M. Burke ); and (ii) the Office of the United States
Trustee, U.S. Federal Office Building, 201 Varick Street, Suite
1006, New York, New York 10014, so as to be received by 4:00 p.m.
(prevailing Eastern Time) on March 9, 2022, with a courtesy copy
served upon the Chambers of the Honorable Lisa G. Beckerman, United
States Bankruptcy Judge, United States Bankruptcy Court for the
Southern District of New York, One Bowling Green, New York, New
York 10004-1408.
Any party-in-interest opposed to the motion or the relief
requested therein must appear at the hearing. As noted above, the
hearing will be conducted remotely using Zoom for Government. Any
parties wishing to appear at the Enforcement Hearing must follow
the procedures set forth in the Protocol for Judge Beckerman's
Hearing Being Held by Zoom Video on March 16, 2021, attached to the
Notice of the Hearing as Exhibit A, which was filed on the Chapter
15 docket.
Copies of the motion and all accompanying documentation may be
obtained by parties-in-interest on the U.S. Bankruptcy Court's
Electronic Case Filing System, which can be accessed from the U.S.
Bankruptcy Court's website at http://www.nysb.uscourts.gov (a PACER
login and password are required to retrieve a document), on the
buy-out transaction website at https://
catcobuyout.alixpartners.com , or upon written request to the CATCo
Group Companies' attorneys addressed to:
Skadden Arps, Slate, Meagher and Flom LLP, One Manhattan West,
New York, New York 10001, USA ( Attn: Lisa Laukitis)
or
Skadden, Arps, Slate, Meagher & Flom LLP, 155 N. Wacker
Drive, Chicago, Illinois 60606, USA (Attn: Justin M. Winerman and
Anthony R. Joseph)
or
Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank
Street, Canary Wharf, London, E14 5DS, UK (Attn: Peter Newman).
Notices and other information regarding the Scheme Meetings and
the Buy-Out Transaction are available on the Scheme Website at
https://catcobuyout.alixpartners.com.
Any questions relating to the voting and/or attendance at the
Scheme Meetings should be sent via email to:
catcobuyout@alixpartners.com.
Disclaimers and important notices
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Buy-Out
Transaction or otherwise. The Schemes will be made solely pursuant
to the terms of the scheme documents to be sent to investors in the
Funds in due course. The scheme documents will contain the full
terms and conditions of the Schemes, including details of how to
vote in respect of them. Any decision in respect of, or other
response to, the Schemes should be made only on the basis of the
information in those documents. The information contained in this
announcement is for background purposes only and no reliance may or
should be placed by any person for any purpose whatsoever on the
information contained in this announcement or on its completeness,
accuracy or fairness. Recipients of this announcement should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement. This
announcement does not constitute a recommendation concerning any
investor's decision or options with respect to the Buy-Out
Transaction. The information in this announcement is subject to
change.
The distribution of this announcement and the terms of the
Buy-Out Transaction are subject to restrictions and may not be made
except pursuant to registration with or authorisation by the
relevant securities regulatory authorities or an exemption
therefrom. Therefore, persons who may come into possession of this
announcement are advised to consult with their own legal advisors
as to what restrictions may be applicable to them and to observe
such restrictions. This announcement may not be used for the
purpose of an offer or invitation in any circumstances in which
such offer or invitation is not authorised.
No action has been or will be taken in any jurisdiction by the
Funds that would or is intended to permit a public offering, or any
other offering under circumstances not permitted by applicable law,
of any securities.
Further to the above, the release, publication or distribution
of this announcement in other jurisdictions may be restricted by
law and therefore any persons who are subject to the laws of any
applicable jurisdiction (including any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the
Buy-Out Transaction is sent or made available to investors in that
jurisdiction (Restricted Jurisdictions)) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are
resident in such other jurisdictions or who are subject to the laws
of another jurisdiction to participate in the Buy-Out Transaction
may be affected by the laws of the relevant jurisdictions in which
they are located or to which they are subject. Any failure to
comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction.
Copies of this announcement and any formal documentation
relating to the Buy-Out Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Buy-Out Transaction (or the
related Schemes).
Certain of the statements in this announcement or (and any
related oral statements) may be considered forward-looking
statements.
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Buy-Out Transaction, information accessed through
https://catcobuyout.alixpartners.com and other information
published by MCIM and the Funds contain statements which are, or
may be deemed to be, "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of MCIM and the Funds about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Buy-Out
Transaction, the expected timing and scope of the Buy-Out
Transaction and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "strategy", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although MCIM and
the Funds believe that the expectations reflected in such
forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Buy-Out
Transaction; the ability to obtain requisite regulatory and other
required approvals and the satisfaction of other conditions on the
proposed terms and schedule; as future market conditions, changes
in general economic and business conditions, the behaviour of other
market participants, the anticipated benefits from the proposed
transaction not being realised as a result of changes in general
economic and market conditions in the countries in which the Funds
operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and
business areas in which the Funds operate and changes in laws or in
supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither MCIM nor the Funds,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither MCIM nor the Funds is
under any obligation, and they expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
This announcement speaks only as of the date issued.
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