John M. Schwolsky

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8232
F 212 728 9232
jschwolskywillkie.com

John Schwolsky is a partner in the Corporate & Financial Services Department and Co-head of the Insurance Transactional and Regulatory Practice. Mr. Schwolsky has extensive experience in insurance mergers and acquisitions, as well as the restructuring of troubled insurers and demutualization transactions. He also regularly represents issuers and underwriters in connection with securities offerings by insurance companies in the United States and overseas. In addition, he advises insurers on insurance-linked securities transactions, including catastrophe bonds, mortality bonds and swaps, redundant reserve financing and other risk-linked securities.

Chambers USA ranks Mr. Schwolsky in Band 1 of the leading individuals nationally and in New York practicing in the area of Insurance (Transactional & Regulatory). Mr. Schwolsky is also recognized by The Legal 500 U.S. as a Leading Lawyer in the area of Insurance: Non-Contentious.

John Schwolsky is a partner in the Corporate & Financial Services Department and Co-head of the Insurance Transactional and Regulatory Practice. Mr. Schwolsky has extensive experience in insurance mergers and acquisitions, as well as the restructuring of troubled insurers and demutualization transactions. He also regularly represents issuers and underwriters in connection with securities offerings by insurance companies in the United States and overseas. In addition, he advises insurers on insurance-linked securities transactions, including catastrophe bonds, mortality bonds and swaps, redundant reserve financing and other risk-linked securities.

Chambers USA ranks Mr. Schwolsky in Band 1 of the leading individuals nationally and in New York practicing in the area of Insurance (Transactional & Regulatory). Mr. Schwolsky is also recognized by The Legal 500 U.S. as a Leading Lawyer in the area of Insurance: Non-Contentious.

Selected Significant Matters

Mergers and Acquisitions

In the area of mergers and acquisitions, Mr. Schwolsky’s assignments have included advising:

  • Aegon in its $9.7 billion merger with Transamerica
  • Aegon in its $3.2 billion merger with Providian, and related spin-off of Providian's non-insurance operations
  • Aegon in its $1.4 billion sale of Transamerica Re to Scor SE
  • Aegon in its $1.3 billion acquisition of Merrill Lynch's life insurance operations
  • Aegon in its acquisition of the group pension business of MONY
  • Aegon in its sale of Providian Property and Casualty Insurance Company
  • Aegon in its sale of Transamerica Financial Advisors, Inc. to John Hancock Financial Network
  • Aegon in the purchase of certain assets of Mercer HR Services LLC
  • Allstate in its pending $1.43 billion acquisition of SquareTrade
  • Allstate in its $1.2 billion merger with American Heritage Life Investment Corp.
  • Allstate in its $1.1 billion acquisition of CNA's personal lines business
  • Allstate in its $1 billion acquisition of Esurance from White Mountains
  • Allstate in its $740 million sale of Lincoln Benefit Life Company
  • Allstate in its sale of Allstate Re to SCOR
  • Allstate in its sale of its variable annuity business to Prudential Financial
  • Allstate in its purchase of GE's Partnership Marketing Group
  • Assurant in the $940 million sale of its employee benefits business to Sun Life Financial
  • Assurant in its acquisition of American Title, Inc.
  • CNO Financial Group in its $287 million sale of Conseco Life Insurance Company to Wilton Re
  • Delek Group in its $290 million merger with Republic Companies Group
  • Liberty Mutual in its $1.5 billion acquisition of Guardian Royal Exchange's US property and casualty business
  • Liberty Mutual in its purchase of the PRUPAC companies from Prudential Financial
  • Liberty Mutual in its renewal rights and reinsurance transactions with White Mountains Insurance Group
  • MetLife in connection with its announced plan to separate a substantial portion of its retail segment and related registration of shares of the common stock of its subsidiary Brighthouse Financial, Inc.
  • MetLife in its $16.4 billion acquisition of AIG's subsidiary, American Life Insurance Company
  • MetLife in its $11.8 billion acquisition of Citigroup's life insurance operations
  • MetLife in the sale of its national distribution sales force, MetLife Premier Client Group, to MassMutual
  • Pan-American Life Insurance Group in its pending merger with Mutual Trust Financial Group
  • Protective Life in its $1.06 billion acquisition of MONY Life
  • Sun Life Financial in its $650 million acquisition of Genworth's Employee Benefits Group Business
  • Sun Life Financial in its disposition of Clarica's US life insurance operations
  • Tower Group in its $550 million (including assumed debt) merger with ACP Re
  • Tower Group in its merger with Canopius Holdings Bermuda Limited
  • Tower Group in its strategic investment in Canopius Group Limited
  • Tower Group in its acquisition of One Beacon's personal lines insurance business
  • Tower Group in its acquisition of Hermitage Insurance Group
  • Union Central in connection with its merger with Ameritas Acacia and formation of UNIFI, a mutual life insurance holding company

In addition, Mr. Schwolsky has advised on the following transactions:

Capital Markets

Mr. Schwolsky has advised issuers and underwriters in hundreds of securities offerings by insurance companies, including the following recent representations:

  • The Allstate Corporation in its December 2016 offerings of $1.25 billion of senior notes
  • MetLife in its November 2015 offering of $1.25 billion of senior notes
  • MetLife in its June 2015 offering of $1.5 billion of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C and its related tender offer for and redemption of its Non-Cumulative Preferred Stock, Series C
  • MetLife in its March 2015 offering of $1.5 billion of senior notes
  • The underwriters in the December 2014 initial public offering of James River Group Holdings, Ltd.
  • The initial purchasers in the November 2014 offering by TIAA Asset Management Finance of $2 billion of senior notes
  • The initial purchasers in the September 2014 offering by Teachers Insurance and Annuity Association of America of $2 billion of surplus notes
  • The initial purchasers in the June 2014 offering by Guardian Life Insurance Company of America of $450 million of surplus notes
  • The Allstate Corporation in its June 2014 offering of $650 million of perpetual preferred stock
  • MetLife, Inc. in its April 2014 offering of $1 billion of senior notes
  • The Allstate Corporation in its February 2014 offering of $250 million of perpetual preferred stock
  • MetLife, Inc. in its September 2013 remarketing of $1 billion of senior notes and settlement of stock purchase contracts under its common equity units
  • The Allstate Corporation in its August 2013 offering of $800 million of subordinated debentures
  • The Allstate Corporation in its June 2013 offering of $1 billion of senior notes
  • The Allstate Corporation in its June 2013 offering of $287.5 million of perpetual preferred stock
  • The Allstate Corporation in its May 2013 $1.8 billion waterfall tender offers for senior and subordinated debt

Surplus Note Offerings

  • The initial purchasers in the September 2014 offering by Teachers Insurance and Annuity Association of America of $2 billion of surplus notes
  • The initial purchasers in the June 2014 offering by Guardian Life Insurance Company of America of $450 million of surplus notes
  • Northwestern Mutual Life Insurance Company in its March 2010 offering of $1.75 billion of surplus notes
  • Teachers Insurance and Annuity Association of America in its December 2009 offering of $2 billion of surplus notes
  • The initial purchasers in the October 2009 offering by New York Life Insurance Company of $1 billion of surplus notes
  • The Guardian Life Insurance Company of America in its October 2009 offering of $400 million of surplus notes
  • National Life Insurance Company in its September 2009 offering of $200 million of surplus notes

Hybrid Offerings

  • The Allstate Corporation in its offering of $800 million of subordinated debentures
  • The Allstate Corporation in its offering of $650 million of perpetual preferred stock
  • The Allstate Corporation in its offering of $250 million of perpetual preferred stock
  • The Allstate Corporation in its offering of $287.5 million of perpetual preferred stock
  • The Allstate Corporation in its $1 billion offering of junior subordinated debentures
  • The Allstate Corporation in its $500 million offering of junior subordinated debentures
  • Liberty Mutual Insurance Company in its $1.25 billion offering of junior subordinated debentures
  • MetLife, Inc. in its $500 million offering of junior subordinated debentures
  • MetLife, Inc. (MICC) in its $750 million offering of X-SURPS (exchangeable surplus notes)
  • MetLife, Inc. (MLIC) in its $700 million offering of X-SURPS (exchangeable surplus notes)
  • MetLife, Inc. in its $1.5 billion offering of floating rate perpetual preferred stock
  • MetLife, Inc. in its $600 million offering of fixed rate perpetual preferred stock
  • MetLife, Inc. in its $1.8 billion offering of common equity units
  • MetLife, Inc. in its $1.25 billion offering of junior subordinated debentures

Significant Equity Offerings

  • MetLife in connection with its announced plan to separate a substantial portion of its retail operations and related registration of shares of the common stock of its subsidiary Brighthouse Financial, Inc.
  • Metlife, Inc. in its public offering of $3 billion of common stock and the concurrent offerings by AIG of $3.4 billion of Metlife’s common stock and $3.3 billion of its common equity units
  • Metlife, Inc. in its public offerings of $3.6 billion of common stock and $3.0 billion of senior notes
  • Metlife, Inc. in its public offering of $2.4 billion of common stock
  • The underwriters in the demutualization and initial public offering of Manulife Financial Corporation
  • The underwriters in the initial public offering of James River Group
  • The underwriters in the initial public offering of Direct General Corporation
  • The underwriters in the initial public offering of State Auto Financial
  • Tower Group in its initial public offering
  • Life Re Corporation in its initial public offering

Catastrophe Bonds

  • Transaction counsel in connection with multiple offerings of principal-at-risk notes by Allstate sponsored entities
  • Transaction counsel in connection with Amlin sponsored entity’s offering of principal-at-risk notes  
  • Underwriters’ counsel in connection with offering of principal-at-risk notes by Argo sponsored entity
  • Transaction counsel in connection with Assurant sponsored entity’s offering of principal-at-risk notes
  • Transaction counsel in connection with AXA sponsored entity’s offering of extreme mortality bonds
  • Transaction counsel in connection with Axis sponsored entity’s offering of principal-at-risk notes
  • Underwriters’ counsel in connection with the offering of principal-at-risk notes by Catlin sponsored entity
  • Underwriters’ counsel in connection with the offering of principal-at-risk notes by Everest Re sponsored entity
  • Transaction counsel in connection with multiple offerings of principal-at-risk notes by Flagstone Re sponsored entities
  • Transaction counsel in connection with multiple offerings of principal-at-risk notes by Glacier Re sponsored entities
  • Groupama’s counsel in connection with multiple offerings of principal-at-risk notes by Swiss Re intermediated entities
  • Underwriters’ counsel in connection with the offering of principal-at-risk notes by Heritage sponsored entity
  • Transaction counsel in connection with multiple offerings of principal-at-risk notes by Liberty Mutual sponsored entities
  • Underwriters’ counsel in connection with multiple offerings of principal-at-risk notes by Munich Re sponsored entity
  • Transaction counsel in connection with Platinum Re sponsored entity’s offering of principal-at-risk notes
  • Underwriters’ counsel in connection with offering of principal-at-risk notes by QBE sponsored entity
  • Transaction counsel in connection with Scor sponsored entity’s offering of extreme mortality bonds
  • Transaction counsel in connection with multiple offerings by Scor sponsored entities of principal-at-risk notes
  • Underwriters’ counsel in connection with offering of principal-at-risk notes by Zurich sponsored entity

Investment Grade Debt

Mr. Schwolsky has acted as issuer’s or underwriters' counsel on tens of billions of dollars of investment grade debt offered by insurance companies and other issuers in the United States and overseas.


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