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Managing Partner - Mauritius and Seychelles
Corporate & Commercial
Malcolm Moller is a member of both the Insurance and Structured Finance Teams. He specialises in advising financial institutions on financial regulation, regulatory capital issues, financial institution M&A, and insurance related transactions. Malcolm advises on private equity funds, hedge funds, derivatives transactions and securities offerings, as well as a range of corporate and corporate finance transactions.
Malcolm has extensive experience representing corporations, financial institutions and other principals. His experience spans public and private M&A, credit, restructuring, bankruptcy, capital markets, fund formation and winding up and a variety of strategic and advisory corporate assignments.
Malcolm has worked on several transactions for financial institutions, private equity and hedge fund clients, including Corsair, Wellington Management Company, LLP; Brevan Howard; Monsoon Capital; Black River Group; LaCrosse Global Fund Services; Platinum Equity, LLC; Goldman Sachs, Avago Technologies; Calyon Financial SNC; Commscope, Inc.; Deutsche Bank AG; HSBC Group; Royal Bank of Scotland; AIG Group; New York Life International, LLC; DAMAC Holdings Co., LLC; Kerzner International Group; Citigroup, JP Morgan, Bank of New York, Morgan Stanley, Merrill Lynch; UBS A.G; Fortress Investment Group; Swiss Re; BNP Paribas; Credit Suisse; Axis Bank Limited; ICICI Bank Limited; Credit Suisse; Macquarie Bank Ltd; National Australia Bank Limited; Westpac Banking Corporation; Standard Bank Group; General Motors Corporation, Lehman Brothers Group; Intelsat Corporation; The Dai-ichi Mutual Life Insurance Company; Nedbank Group; Industrial Development Corporation of South Africa; Altirah Telecoms (t(he common investment vehicle of Altirah Capital and the Oppenheimer family's private equity portfolio); Standard Chartered Bank Group; China Development Bank; Bank of Tokyo Mitsubishi UFJ.
Malcolm’s experience in credit transactions has included representing both banks and borrowers in multi-billion dollar secured, unsecured and commercial paper facilities for companies. In addition, his experience has included advising on strategic, regulatory, corporate governance, and director and officer liability issues for clients.
He is named as a leading lawyer in IFLR1000 2009, and Chambers Global 2009.
Prior to joining Appleby in January 2003, Malcolm worked for Hardings Solicitors, Sydney Australia, and Heath International Holdings Insurance Ltd (HIH Insurance Limited formerly Winterthur International Insurance Ltd). Malcolm also worked at the London office of Clifford Chance, where he gained significant experience in corporate and insurance related transactions.
Malcolm was admitted as a Legal Practitioner of the Supreme Court of New South Wales in 1998, Solicitor and Barrister of the High Court of Australia in 1999, a Solicitor of England and Wales (non-practising) in January 2003, and Solicitor and Barrister of the Supreme Court of Bermuda in 2004. He was registered as a foreign lawyer in Mauritius in 2009 in accordance with the provisions of the Law Practitioners Regulations (2008). Malcolm also obtained a Master of Laws Degree in Corporate and Commercial Law from the University of New South Wales, Sydney Australia in 2000.
Malcolm is a member of the Law Society of England and Wales, and the Law Society of Australia.
As a regular contributor on Mauritius-related articles, Malcolm’s writings have featured in numerous publications, including The Lawyer, The American Lawyer International Investment and Investor Services Journal. Malcolm also provides commentary to publications, including Legal Business and The Lawyer. He also regularly speaks at conferences and events, most recently at Private Equity Mauritius 2009.
Some recent examples of work include:
• Advising Mauritius funding special purpose vehicle Renascer Ltd, which is ultimately owned by the Republic of Mozambique, in relation to the refinancing of a term loan facility arranged to restructure Hidroeléctrica de Cahora Bassa S.A.R.L. by the acquisition of further shares in Hidroeléctrica de Cahora Bassa S.A.R.L. from the Government of Portugal.
• Advising Lehman Brothers in relation to applicable insolvency proceedings (both involuntary and voluntary winding-up) and directors’ duties advice under Mauritius law, to Lehman Brothers Opportunity Limited, a Mauritian entity, following a US $400 million creditor action initiated in the United Kingdom.
• Advising Sodexo SA in relation to the purchase of Indian based Radhakrishna Hospitality Services Group, which services a prestigious client base in 22 states and employs 20,000 people across more than 1,000 sites.
• Advising Intelsat in connection with a US $250 million telecommunications satellite investment dedicated to supplying telecommunications services to Africa in an innovative and very complex cross border transaction involving several jurisdictions such as the United States, United Kingdom, France, Bermuda and Mauritius.
• Advising Avago Technologies in respect of US $1.1 billion Credit Agreement in relation to adding its Mauritian Subsidiary, Avago Technologies Trading Ltd as a guarantor to the existing; granting Security in the form of a Share Pledge, Floating Charge, Fixed Charge and Assignment Agreement to cover the Secured Indebtedness; and, as a party to the existing Senior Notes Indenture Agreement & the Senior Subordinated Notes Indenture Agreement.
• Advising Standard Bank Asia Limited in respect of a (syndicated loan) US$ 100 million Facilities Agreement for the acquisition by the Borrower (whose shareholders are Baring Private Equity Asia GP III Limited, International Investors, and Deutsche Bank Private Equity) through its two Mauritian subsidiaries of shares in Courts (Singapore) Limited and Courts Mammoth Berhad, Malaysia.
• Advising Swiss Re in connection with the first securitisation of future profits from a portfolio of US life insurance policies. The USD 245 million issue benefits Swiss Re by transferring insurance risk to the capital markets, thereby increasing Swiss Re’s capital efficiency.
• Advising certain individuals with outstanding careers as entrepreneurs, senior managers, life-science investors and dealmakers in connection with the formation of Celtic Pharmaceutical Holdings L.P, formed as a Bermuda-based private equity fund to pursue strategic investment opportunities in the pharmaceutical and biotechnology sectors of North America and Europe.
• Assisting certain large institutions in designing a risk transfer structure between certain banks, insurance companies and the capital markets through finite risk reinsurance which combines risk transfer with a form of banking facility, in particular variant structure, where an insurance company agrees to pay premium to a reinsurer over a period of years, however, if loses under the policy arise early in the period the reinsurer will meet the claim up to a limit but recoup some proportion through a higher a premium in subsequent years and if the losses are lower than expected the parties will share any additional returns on the premiums which may accrue in the “experience fund” or the “golden or diamond fund”.
• Advising a certain large financial institution in designing, structuring and implementing a certain premium financing programme wherein the financing activities are conducted through trust entities which provides non-recourse financing to fund premiums payable under a certain deferred premium annuity contract and requires a lien solely upon the contract as collateral for such financing.
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