Michael Groll

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8616
F 212 728 9616
mgrollwillkie.com

Michael Groll is a partner in the Corporate & Financial Services Department and a member of the Corporate Insurance and Regulatory Group. He has extensive experience in the area of corporate and securities law, specifically public and private securities offerings, mergers and acquisitions, and other transactions in the insurance industry. He has represented underwriters, insurance companies and lenders in such transactions.

Michael has also represented investors, companies and investment banks in the formation, private financing and acquisition of insurance companies, as well as insurers and investment banks in connection with structured financial product transactions and credit derivative transactions involving both domestic and off-shore insurance and reinsurance companies. More recently, Michael has also represented many companies in specialized insurance and reinsurance structures such as securitizations, collateralized reinsurers and sidecar transactions and catastrophe bonds and in ILS fund formations.

On corporate, regulatory and reinsurance matters, Michael represents many monoline financial guaranty insurance companies, including Ambac Assurance Company and Assured Guaranty Corp., as well as monoline mortgage guaranty insurance companies, including Essent, Genworth and Radian.

Michael has been recognized as a leading insurance transaction lawyer in Chambers USA, The Legal 500 U.S., and The Best Lawyers in America. He was also recognized as the most active IPO lawyer in 2003 by IPO Vital Signs' IPO Lawyer Yearbook.

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Michael Groll is a partner in the Corporate & Financial Services Department and a member of the Corporate Insurance and Regulatory Group. He has extensive experience in the area of corporate and securities law, specifically public and private securities offerings, mergers and acquisitions, and other transactions in the insurance industry. He has represented underwriters, insurance companies and lenders in such transactions.

Selected Significant Matters

Mergers, Acquisitions and Formations

  • Clear Blue Financial Holdings, LLC, a property casualty insurance start-up, in connection with its formation, structuring and financing and its acquisition of two insurance companies in November 2015
  • HCC Insurance Holdings, Inc. in its $7.5 billion acquisition by Tokio Marine Holdings, Inc. in October 2015
  • First Reserve in the approximately $267 million sale of its stake in Enstar, the owner and manager of diversified insurance companies, to Canada Pension Plan Investment Board in May 2015
  • Radian Group Inc. in its $810 million sale of Radian Asset Assurance Inc. to Assured Guaranty Ltd. in April 2015
  • SPARTA Insurance Holdings, Inc. in its sale to Catalina Holdings (Bermuda) Ltd. in September 2014
  • Torus Insurance Holdings Limited in its sale to Enstar Group Limited in March 2014
  • Alea Group Holdings (Bermuda) Ltd in its sale to Catalina Holdings (Bermuda) Ltd from Fortress Investment group in September 2013
  • Ariel Re in the sale of its insurance and reinsurance operations to Arrow Corporate Member Holdings LLC, a subsidiary of Goldman Sachs Reinsurance Group, in April 2012
  • Essent Group, Ltd., a mortgage guaranty insurance and reinsurance start-up, in connection with its formation, structuring and financing and its acquisition of an operating platform and intellectual property from Triad Guaranty Inc.
  • Third Point Reinsurance Ltd. in the formation, structuring and financing of Third Point Reinsurance Opportunities Fund Ltd., an insurance-linked securities fund
  • Juniperus, a reinsurance and insurance-linked securities fund, in its formation, structuring and financing
  • Torus Insurance Holdings Limited in its acquisition of Glacier Insurance AG
  • Radian Asset Assurance, Inc. in its acquisition of Municipal and Infrastructure Assurance Corporation
  • RenaissanceRe Holdings Ltd., Partner Reinsurance Company Ltd. and Koch Financial Re, Ltd. in the sale of all of their equity in ChannelRe Holdings Ltd. to MBIA Insurance Corporation
  • Nationwide Financial Services, Inc. in its acquisition by its parent, Nationwide Mutual Insurance Company, in 2009
  • Rockhill Holding Company in its acquisition by State Automobile Mutual Insurance Co. in 2009
  • National Atlantic Holdings Corporation in its sale to Palisades Safety and Insurance Association in 2008
  • Argonaut Group, Inc. in its merger with PXRE Group, Ltd.
  • Hannover Rückversicherung AG in its sale of Praetorian Financial Group, Inc. in 2007
  • Delek Group in its acquisition of The Republic Group Companies in 2006
  • HealthMarkets, Inc. in its sales of the STAR and Student Businesses in 2006
  • DLJ in its acquisition of HealthMarkets, Inc. in 2006
  • The St. Paul Companies, Inc. in its merger with Travelers Property Casualty Corp. in 2004
  • Nationwide Financial Services, Inc. in connection with its $1.56 billion acquisition of Provident Mutual Life Insurance Company through a sponsored demutualization in 2002
  • Liberty Mutual in connection with its acquisition of White Mountains' regional independent agency property and casualty operations in 2001
  • Nationwide Mutual Insurance Company in connection with its $1.64 billion (£1.03 billion) acquisition in 2000 of Gartmore Investment Management plc, a UK fund management business
  • Liberty Mutual in connection with its $1.5 billion acquisition of Guardian Royal Exchange's US operations in 1999 and
  • ACE Ltd. in connection with its $3.45 billion acquisition of CIGNA Corporation's international and US property and casualty businesses in 1999

Capital Markets

  • Underwriters in the initial public offering by Conifer Holdings, Inc. in August 2015 of common stock
  • Underwriters in the public offering by Third Point Re (USA) Holdings Inc. in February 2015 of $115 million of senior notes guaranteed by Third Point Reinsurance Ltd. and in the initial public offering by Third Point Reinsurance Ltd. in August 2013 of common shares
  • Underwriters in the initial public offering by James River Group Holdings, Ltd. in December 2014 of common shares
  • Essent Group Ltd. in its public offering in November 2014 of common shares in November 2014 and in its initial public offering in November 2013 of common shares
  • Underwriters in the public offerings by Assured Guaranty US Holdings Inc. in June 2014 of $500 million of senior notes guaranteed by Assured Guaranty Ltd., and by Assured Guaranty Ltd. in December 2009 by Assured Guaranty Ltd. of common shares, and its concurrent public offerings in June 2009 of common shares and of equity units
  • Underwriters in the public offering by Everest Reinsurance Holdings, Inc. in June 2014 of $400 million of senior notes
  • Aspen Insurance Holdings in its public offerings in November 2013 of $300 million of senior notes, in April 2013 of $275 million of fixed-to-floating perpetual non-cumulative preference shares, in April 2012 of $150 million perpetual non-cumulative preference shares, and in December 2010 of $250 million of senior notes
  • Initial purchasers in the Rule 144A offering by The Ohio National Life Insurance Company in June 2012 of $250 million of surplus notes, and in the Rule 144A offerings by Ohio National Financial Services, Inc. in April 2011 of $250 million of senior notes and in April 2010 of $300 million of senior notes
  • Underwriters in the public offerings by W. R. Berkley Corporation in March 2012 of $350 million of senior notes, in September 2010 of $300 million of senior notes, and in September 2009 of $300 million of senior notes
  • Underwriters in the public offerings by Endurance Specialty Holdings Ltd. in May 2011 of $230 million of preferred stock, and in March 2010 of $85 million of senior notes
  • Underwriters in the public offering by Montpelier Re Holdings Ltd. In May 2011 of $150 million of preferred stock
  • Underwriters in the initial public offering by Fortegra Financial Corporation in December 2010 of common stock
  • The Northwestern Mutual Life Insurance Company in its offering in March 2010 of $1.75 billion of surplus notes
  • Underwriters in the public offering by RenRe North America Holdings Inc., a subsidiary of RenaissanceRe Holdings Ltd., in March 2010 of $250 million of senior notes
  • Underwriters in Dexia SA’s disposition of its equity interest in Assured Guaranty Ltd. in March 2010 through a $495 million public offering of common stock
  • Underwriters in AIG’s disposition of substantially all of its equity interest in Transatlantic Holdings, Inc. in March 2010 and June 2009 through $451 million and $1.14 billion public offerings of common stock
  • Underwriters in the public offering by Transatlantic Holdings, Inc. in November 2009 of $350 million of senior notes
  • Underwriters in the public offering by Willis North America Inc. in September 2009 of $300 million of senior notes guaranteed by Willis Group Holdings Limited
  • Nationwide Mutual Insurance Company in its offering in August 2009 of $700 million of surplus notes
  • Nationwide Financial Services, Inc. in its offering in May 2007 of junior subordinated notes
  • Underwriters in the public offering by National Financial Partners Corp. in June 2007 of convertible senior notes
  • Underwriters in the initial public offering by Flagstone Reinsurance Holdings Limited in March 2007
  • RAM Holdings Ltd. in its initial public offering in April 2006 and in its public offering of $75 million of floating rate preference stock in August 2007
  • Underwriters in the convertible preferred stock offering by Alleghany Corporation in 2006
  • Underwriters in the equity offering by Darwin Professional Underwriters, Inc. in 2006
  • Underwriters in the $1.5 billion equity offering by ACE Limited in 2005
  • Underwriters in the initial public equity offering by National Atlantic Holdings Corporation in 2005
  • Underwriters in the initial public equity offering by Assured Guaranty Ltd. in 2004
  • Aspen Insurance Holdings Limited in its initial public equity offering in 2003 and in various public offerings from 2003 through 2009
  • Underwriters in the initial and secondary public equity offerings by Endurance Specialty Holdings, American Equity Investment Life Holding Company and National Financial Partners in 2003 - 2006
  • Montpelier Re Holdings in the formation and private financing of a reinsurance company in Bermuda in December 2001, in its initial public offering in October 2002, and in secondary public equity offerings in 2003 and 2004
  • Underwriters in the public equity, preference share and senior notes offerings by RenaissanceRe Holdings Ltd. in 2001, 2003 and 2004

Catastrophe Bonds

  • Transaction counsel in the offering of principal-at risk notes by Renaissance Re sponsored entity (Mona Lisa)
  • Transaction counsel in the offering of principal-at risk notes by Allstate sponsored entity (Sanders Re)
  • Underwriters counsel in the offering of principal-at-risk notes by Heritage sponsored entity (Citrus Re)
  • Underwriters counsel in the offering of principal-at-risk notes by American Coastal sponsored entity (Armor Re)
  • Underwriters counsel in the offering of principal-at-risk notes by Catlin sponsored entity (Galileo Re)
  • Underwriters counsel in the offering of principal-at risk notes by Munich Re sponsored entity (Queen Street)
  • Investors counsel in Oak Leaf’s, Skyline Re’s, Sullivan Re’s and Sunshine Re’s private offering of notes
  • Transaction counsel in the offering of principal-at-risk notes by Assurant sponsored entity (Ibis Re II)
  • Transaction counsel in the multiple offerings of principal-at-risk notes by Flagstone Re sponsored entities (Montana Re)
  • Transaction counsel in the offering of principal-at-risk notes by State Farm Mutual sponsored entity (Merna Re)
  • Transaction counsel in the offering of principal-at-risk notes by Aspen Re sponsored entity (Ajax Limited)
  • Transaction counsel in the offering of principal-at-risk notes by Nationwide Mutual sponsored entities (Caelus Re and Caelus Re II)
  • Transaction counsel in the offering of principal-at-risk notes by Argo Re sponsored entity (Loma Re)

Sidecars

  • Transaction counsel in Munich Re’s Eden Re and Eden Re I facilities
  • Transaction counsel in Munich Re’s Eden Re facility
  • Transaction counsel in AXIS’s AXIS Ventures facility
  • Transaction counsel in Aspen’s Silverton Re facility
  • Investors counsel in SCOR’s Atlas X facility
  • Investors counsel in Partner Re’s Lorenz facility
  • Transaction counsel in Renaissance Re’s Timicuan and Upsilon facilities
  • Transaction counsel in Markel's (formerly Alterra’s) New Point facilities
  • Transaction counsel in Hiscox’s Panther facility
  • Transaction counsel in connection with Montpelier’s Blue Ocean facility
  • Transaction counsel in connection with Paris Re’s Triomphe facility
  • Transaction counsel in connection with XL’s Cyrus facilities


* Michael advised on some of these matters at his prior firm.

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