Robert S. Rachofsky

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8088
F 212 728 9088
rrachofskywillkie.com

Bob Rachofsky is a partner in the Corporate and Financial Services Department. He advises on mergers and acquisitions involving both public and private companies, private equity and other corporate transactions, as well as public and private offerings of securities, securities disclosure and corporate governance matters generally. A substantial portion of his practice consists of transactions and advice involving participants in the insurance and reinsurance industry.

Highlights

Bob Rachofsky is a partner in the Corporate and Financial Services Department. He advises on mergers and acquisitions involving both public and private companies, private equity and other corporate transactions, as well as public and private offerings of securities, securities disclosure and corporate governance matters generally. A substantial portion of his practice consists of transactions and advice involving participants in the insurance and reinsurance industry.

Selected Significant Matters

Selected M&A Representations*

  • Walter Investment in its agreement to sell its insurance operations to Assurant Inc.;
  • Fidelity National Information Services, Inc. in its agreement to sell its Public Sector and Education businesses to Vista Equity Partners for $850 million;
  • AIG in its sale of a 73% interest in NSM Insurance Group to an affiliate of ABRY Partners;
  • AIG in its purchase of certain business lines from Ironshore Inc.;
  • Fidelity National Information Services, Inc. in its acquisition of SunGard in a deal valued at $9.1 billion;
  • Aegon USA Inc. in its sale of its COLI/BOLI business to Stone Point and Newport Group;
  • American International Group, Inc. in its acquisition of a controlling interest in NSM Holdings, Inc.;
  • CNO Financial Group, Inc. in its sale of Conseco Life Insurance Company to Wilton Reassurance Company;
  • Aviva plc in its $2.5 billion sale of Aviva USA Corporation to Athene Holding Ltd;
  • Quicken Loans, Inc. in its acquisition of insurance operations;
  • Fidelity National Financial, Inc. in the sale of an 85% interest in its property/casualty operations to WT Holdings, Inc.;
  • Remy International Inc. in its public merger transaction with a controlling stockholder;
  • Computershare Inc. in its purchase of Registrar & Transfer Company from its owners;
  • Fidelity National Information Services, Inc. in its acquisition of The Capital Markets Company NV;
  • American International Group in its sale of the Canadian and Israel operations of United Guaranty Corporation;
  • An investor group in the sale of Sedgwick Claims Management, Inc., a leading insurance claims administrator;
  • Zenith Insurance Group in its sale to Fairfax Financial, Inc.;
  • Fidelity National Financial, Inc. in its acquisition of the title insurance operations of Landamerica Financial Group, Inc.;
  • The Hartford in its sale of Omni Insurance Group, Inc. and related operations;
  • Markel Corporation in its acquisition of Aspen Holdings, Inc.;
  • Investors in the acquisition of a substantial equity interest in Remy International, Inc.;
  • Fidelity National Information Services, Inc. in its acquisition of eFunds Corporation;
  • Aviva plc in its acquisition of AmerUs Group;
  • Fidelity National Financial, Inc. in its spin-off of its title insurance operations and subsequent merger with Fidelity National Information Services;
  • Sedgwick CMS Group in its merger with Security Capital Corporation;
  • An investor group in the acquisition of Sedgwick CMS Group, a leading claims administration provider;
  • Amedex Insurance Group in its sale to British Union Provident Association;
  • Fidelity National Financial, Inc. in its merger with InterCept, Inc.;
  • Hartford Financial Services in its sale of Hart Re to Endurance Specialty; and
  • CGNU plc in the sale of its US property/casualty operations to White Mountains Insurance Group, Ltd.

Selected Securities Offerings*

  • Aviva plc in its $400 million offering of subordinated capital securities, which was Aviva’s first public offering in the U.S.;
  • Fidelity National Information Services, Inc. in its $2.5 billion, $1 billion and $1.25 billion public offerings of debt securities, as well as its $4.5 billion aggregate debt offering to finance FIS’s $9.1 billion acquisition of SunGard;
  • Allstate Corporation in the offering of $200 million of indemnity-trigger catastrophe bonds covering its Florida subsidiary operations;
  • Remy International, Inc., in its initial public offering of common stock;
  • Fidelity National Financial, Inc. in multiple offerings of common stock and debt;
  • Lender Processing Services, Inc., in its spin-off from Fidelity National Information Services, Inc., and concurrent $375 million high-yield notes offering under Rule 144A;
  • Groupama SA in connection with the offering of catastrophe bonds by Green Valley Ltd., a special purpose vehicle established to cover windstorm exposure;
  • Merrill Lynch & Co. in the initial public offering of AmWINS Group, Inc.
  • Fidelity National Information Services, Inc. in a secondary offering of common stock;
  • The underwriters (led by Goldman Sachs and Merrill Lynch) in the IPO and secondary offerings of National Financial Partners, Inc.;
  • Safety Insurance Group in its IPO and listing on the NASDAQ National Market;
  • A shareholder in a secondary public offering of PXRE Group Ltd.'s common shares;
  • Montpelier Re Holdings in its $850 million private placement of common stock; and
  • The underwriters in the IPO of The Phoenix Companies, Inc. and in several subsequent debt offerings by Phoenix.

Selected Publications and Lectures

  • Author, “Hostile Takeovers, Proxy Fights and Insurance Holding Companies,” The M&A Lawyer (August 2016)
  • Author, "Proxy Access, Proxy Fights and Insurance Holding Companies," The M&A Lawyer (January 2011)

 

 

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

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