Insurance & Reinsurance - Transactional and Regulatory

Willkie’s Insurance Transactional and Regulatory Practice is recognized for its deep experience and dedication to serving the insurance industry. Our multidisciplinary team, ranked Band 1 by both Chambers and Legal 500, provides counsel and strategic advice on matters affecting the industry in the areas of mergers and acquisitions (M&A), capital markets, disclosure, governance, structured finance, reinsurance, insurance regulatory, registered products, litigation and tax. As an integrated insurance transactional and regulatory practice, Willkie advises a broad spectrum of industry participants, including life and property-casualty insurers and reinsurers, financial guaranty and mortgage insurers, private equity investors, insurance sector-focused funds and investment and commercial banks.

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Our lawyers have been involved in many of the industry’s most significant transactions, serving as M&A, corporate, securities and regulatory counsel to the world’s largest life and property-casualty insurers. We provide a full portfolio of structured insurance solutions to our clients. Our insurance-linked securities (ILS) practice assists clients in a broad array of ILS and ILS-related matters, including embedded value securitizations, catastrophe bonds, sidecars, contingent capital transactions, mortality bonds and swaps, longevity transactions and Regulation XXX and AXXX solutions, as well as in the formation and representation of ILS-dedicated investment funds.

M&A Advice to the Insurance Industry
Representing the largest life and property-casualty insurers in the industry, our attorneys have handled numerous sophisticated domestic and cross-border transactions. We advise domestic and global insurance companies, private equity funds and investment banks on M&A, loss portfolio transfers and other acquisition and disposition transactions structured as reinsurance. Willkie’s unique understanding of the regulatory nuances of effecting insurance mergers and acquisitions on a global basis, together with our deep understanding of the industry and its participants, enhances our ability to provide integrated advice in insurance M&A at the highest level.

Structured Insurance Solutions
As a market leader in the area of issuance and development of insurance-linked securities, our attorneys have advised on more than 30 property-casualty and extreme mortality catastrophe bond offerings. The high level of talent and experience our team delivers as deal counsel on insurance-sponsored offerings has distinguished Willkie as the "go-to" firm for complex ILS matters, including catastrophe bond offerings, sidecar transactions and ILS fund formations.

Attorneys in our Corporate Insurance and Regulatory Group have also been at the forefront in structuring Regulation XXX and AXXX reserve and embedded value securitizations, including:

  • acting as transaction counsel in the very first Regulation XXX and AXXX reserve transactions, in the largest such transaction;
  • advising on the first embedded value securitization for disability insurance; and,
  • providing counsel on the first offering of unwrapped tranches of Regulation XXX reserve securitizations.

Our team served as transaction counsel and assisted in providing numerous structured letter of credit and bank financing transactions billions of dollars of redundant reserve financing.

Insurance Capital Markets
As leaders in the field of insurance capital markets, our attorneys have represented many of the industry’s most active issuers and underwriters and have advised on hundreds of insurance securities offerings. Our understanding of the intersections of regulatory capital, rating agency capital adequacy criteria and capital markets structures distinguishes Willkie as a preeminent firm for complex insurance financing advice. Our attorneys have significant experience in advising on the structuring and development of large, sophisticated securities structures that include innovative hybrid capital securities, surplus notes and preferred and preference shares, as well as more conventional debt and equity securities.

Highlights

Mergers and Acquisitions

  • Aeolus, its founder and management team in the acquisition of a controlling interest in Aeolus by Elliott Management.
  • Allied World in its agreement to be acquired by Fairfax Financial for $4.9 billion in cash and stock.
  • Ironshore Inc. in its pending acquisition by Liberty Mutual Group Inc.for approximately $3 billion.
  • QBE Insurance Group Limited in its pending transaction with Enstar Group Limited to reinsure QBE’s U.S. multi-line property and casualty business.
  • Allstate in its agreement to acquire SquareTrade, a provider of consumer electronics and appliance protection plans, for $1.43 billion.
  • Argo Group, an international underwriter of specialty insurance and reinsurance products, in its pending acquisition of Ariel Re, a global underwriter of insurance and reinsurance business, for approximately $235 million in cash.
  • Genworth Financial in its $2.7 billion pending acquisition by China Oceanwide; the transaction includes an additional $1.1 billion capital contribution.
  • Medical Liability Mutual Insurance Company (MLMIC) in its pending acquisition by National Indemnity Company, a Berkshire Hathaway subsidiary.
  • RenaissanceRe Holdings Ltd. in its acquisition of 595,238 common shares of Kingstone Companies, Inc. through a private placement.
  • Aquiline Capital Partners in its agreement to acquire Simply Business, the U.K.’s biggest business insurance provider.
  • MetLife in the sale of its national distribution sales force.
  • BB&T Corporation in its pending acquisition of Swett & Crawford from Cooper Gay Swett & Crawford for $500 million in cash.
  • Aquiline Capital Partners in its majority investment in Wellington Insurance Group, an insurance risk distribution and financial services organization.
  • Zurich Insurance Group in its agreement to acquire Rural Community Insurance Services (RCIS) from Wells Fargo for up to $1.05 billion.
  • Centerbridge Partners in its acquisition of Superior Vision Corporation, a leader in managed vision care, from Nautic Partners.
  • Genworth Financial in its sale, via reinsurance, of a block of term life insurance to Protective Life Insurance Company.
  • BB&T Insurance in its acquisition of a stake in Miller Insurance Services, a top five Lloyd’s broker.
  • Assurant in the $940 million sale of its employee benefits business to Sun Life Financial.
  • HCC Insurance Holdings, Inc., a world leading specialty insurer, in its $7.5 billion deal to be acquired by Tokio Marine Holdings, Inc., Japan's largest insurance group.
  • Private equity firm 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.
  • BB&T Insurance Holdings Inc., a subsidiary of BB&T Corporation, in its deal to significantly increase its partnership interest in AmRisc, LP and in BB&T Corporation’s related deal to sell American Coastal Insurance Company to certain members of the AmRisc management team.
  • American International Group, Inc. in its acquisition of a controlling interest in NSM Holdings, Inc.
  • Credit Suisse Securities as financial advisor to Montpelier Re Holdings Ltd. in Montpelier’s $1.8 billion agreement to be acquired by Endurance Specialty Holdings Ltd.
  • RenaissanceRe Holdings Ltd. in its acquisition of Platinum Underwriters Holdings, Ltd. for total consideration of approximately $1.9 billion.
  • New York Life in its pending acquisition of 60 percent of John Hancock Financial’s closed block comprised primarily of participating whole life insurance, comprising 1.3 million policies encompassing more than $11 billion in liabilities.
  • New York Life in its pending sale of New York Life Retirement Plan Services (RPS) to John Hancock.
  • Radian Guaranty Inc., the mortgage insurance subsidiary of Radian Group Inc., in its agreement to sell 100% of the issued and outstanding shares of Radian Asset Assurance Inc. to Assured Guaranty Corp., a subsidiary of Assured Guaranty Ltd.
  • Dai-ichi Life Insurance Company, Limited in its $5.7 billion acquisition of Protective Life Corporation.
  • The Catlin Group as part of the investor group in Westaim Corp.’s acquisition of a 42.5 percent stake in Houston International Insurance Group.
  • The Wright Insurance Group, LLC in its $602.5 million sale to Brown & Brown, Inc.
  • Alea Group Holdings (Bermuda) Ltd in its sale to Catalina Holdings (Bermuda) Ltd.
  • Homesite Group, Inc. in its $616 million sale to American Family Insurance.
  • RenaissanceRe Holdings Ltd. in the sale of RenRe Energy Advisors Ltd., its U.S.-based weather and energy unit, to Munich Re.
  • Lancashire Holdings Limited in its £266 million pending acquisition of Cathedral Capital Limited and related Lloyd’s managing agency and syndicates.
  • Protective Life Corporation in its $1.06 billion acquisition of MONY Life Insurance Company and the reinsurance of certain business of MONY Life Insurance Company of America from affiliates of AXA S.A.
  • Aviva plc in its $1.8 billion sale of Aviva USA Corporation, its U.S. life and annuities business and related asset management operations, to Athene Holding Ltd, a life insurance holding subsidiary of Apollo Global Management LLC.
  • Ariel Re in the sale of its insurance and reinsurance operations to Arrow Corporate Member Holdings LLC, a subsidiary of Goldman Sachs Reinsurance Group.
  • Zurich Financial Services Group in its $1.67 billion acquisition of a controlling interest in Banco Santander SA’s Latin America insurance businesses.
  • WRM America Holdings LLC in its $210 million acquisition of Fidelity National Financial’s flood insurance business.
  • Allied World Assurance Company Holdings, AG in its proposed $8.5 billion merger agreement with Transatlantic Holdings, Inc.
  • RenaissanceRe Holdings Ltd. in the sale of its U.S. insurance business to QBE Holdings, Inc.
  • Aspen Holdings, Inc. (doing business as FirstComp) in its acquisition by Markel Corporation.
  • Converium Holding Ltd in its acquisition by Scor S.A.
  • American Bankers Insurance Group Inc. in its acquisition by Fortis (Cendant).
  • Farmers Group Inc. in its acquisition of Bristol West Holdings, Inc.
  • Farmers Group Inc. in its $1.9 billion acquisition of AIG’s personal auto group.
  • Zurich Life in its acquisition by Bank One Corporation.
  • Allied World Assurance Company Holdings in its acquisition of Darwin Professional Underwriters, Inc.
  • Royal Sun Alliance Insurance Group in its acquisition of Codan.
  • Allied World Assurance Company Holdings, Ltd in its $563.4 million share repurchase from a founding shareholder.
  • W. R. Berkley Corporation in connection with various acquisitions, ventures and investments.
  • Swiss Re Holding Corporation in its acquisition of Underwriters Re Group.
  • Munich Re/ERGO in its acquisition of BBV Italia S.p.A.
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Insurance Financings

  • The Metropolitan Life Insurance Company in its issuance of $2 billion aggregate principal amount of senior secured notes
  • Underwriters in an aggregate $950 million public offering of senior notes by Arch Capital Group Ltd.
  • Underwriter in the secondary public offering of common shares by James River Group Holdings, Ltd.
  • Aspen Insurance Holdings in its public offering of $250 million of perpetual non-cumulative preference shares
  • The Allstate Corporation in connection with its offerings of $550 million 3.280% Senior Notes due 2026 and $700 million 4.200% Senior Notes due 2046
  • The underwriters in the $436.5 million offering of depository shares by Arch Capital Group
  • The Metropolitan Life Insurance Company in its issuance of $2 billion aggregate principal amount of funding agreement-backed notes
  • The Prudential Insurance Company of America in its offering of $350 million of 1.450% Fixed Rate Notes due 2019
  • Aspen Insurance Holdings in its underwritten public offering of $250 million of its 5.625% Perpetual Non-Cumulative Preference Shares
  • Fidelity National Information Services, Inc. (FIS) in its $2.5 billion public debt offering
  • W. R. Berkley Corporation in its $290 million offering of subordinated debentures
  • The underwriters in Radian Group Inc.’s offering of $350 million senior notes
  • The lead book-running managers in The Hanover Insurance Group’s offering of $375 million senior notes
  • The underwriters, led by joint bookrunning managers Citigroup, Deutsche Bank, Barclays and HSBC, in Marsh & McLennan Companies’ $350 million offering of senior notes
  • W. R. Berkley Corporation in its $110 million offering of subordinated debentures
  • Fidelity National Information Services, Inc. (FIS) in its public offering of $4.5 billion aggregate of debt securities to finance its $9.1 billion acquisition of SunGard
  • DaVinciRe Holdings, a joint venture of RenaissanceRe Holdings Ltd., in its $150 million 144A offering of senior notes
  • RenaissanceRe Ltd. and its subsidiary, RenaissanceRe Finance Inc., in the subsidiary’s agreement to sell in an underwritten public offering $300 million aggregate principal amount of 3.700% senior notes, guaranteed by RenaissanceRe Holdings Ltd.
  • The underwriters, led by joint bookrunning managers Citigroup, HSBC, Barclays and Goldman, Sachs & Co., in Marsh & McLennan Companies’ $500 million offering of senior notes
  • RenaissanceRe Holdings Ltd., as borrower, in a $300 million bridge financing agreement with Barclays Bank PLC in connection with RenaissanceRe’s acquisition of Platinum Underwriters Holdings, Ltd.
  • BNP Paribas Securities Corp. as structuring and placement agent in the private placement of C$210 million of asset-backed notes issued by Valins I Limited, marking first Canadian dollar embedded value transaction since 2011
  • Munich Re in the 144A offering of $75 million of principal at-risk notes through its Bermuda domiciled Fully Collateralized Reinsurance Sidecar, Eden Re I Ltd.
  • The underwriters in James River Group Holdings, Ltd.’s $231 million Initial Public Offering
  • Credit Agricole Securities (USA) as structuring lead and sole book-runner in the placement of $300 million of asset-backed notes issued by Chesterfield Financial Holdings LLC, marking the first securitization of U.S. life insurance embedded value since the financial crisis of 2008
  • The underwriters in connection with Assured Guaranty’s $500 million public debt offering
  • Lancashire Holdings Limited in its £131 million equity placing of common shares, to raise approximately one-half of the proceeds to fund its acquisition of Cathedral Capital Limited, and the admission of shares on the London Stock Exchange
  • Fidelity National Information Services, Inc. (FIS) in its $1.25 billion public debt offering
  • The underwriters in connection with Radian Group’s concurrent common stock and convertible notes offerings with gross proceeds of $712 million
  • The Allstate Corporation in its $500 million offering of subordinated debentures
  • MetLife, Inc. in connection with the remarketing of $1 billion aggregate principal amount of debentures, the settlement of the related stock purchase contracts and the issuance and delivery of $1 billion of common stock thereunder
  • MetLife, Inc. in its $750 million offering of senior notes
  • Aspen Insurance Holdings in its $150 million underwritten public offering of perpetual non-cumulative preference shares
  • The underwriters in connection with Arch Capital Group Ltd’s $325 million offering of its 6.75% Non-Cumulative Preferred Shares, Series C
  • The underwriters in connection with PartnerRe’s $373.75 million offering of 7.25% Series E Cumulative Redeemable Preferred Shares
  • Allied World Assurance Company Holdings, Ltd. in connection with its IPO, and various debt offerings and equity repurchase transactions
  • The underwriters in connection with PartnerRe Ltd’s $500 million public debt offering
  • RenaissanceRe Holdings Ltd. in connection with various offerings of common stock, senior notes, preference shares and trust preferred securities
  • W. R. Berkley Corporation in connection with various public offerings of common stock, senior notes and trust preferred securities
  • Zurich Financial Services in connection with various Rule 144A convertible debt and trust capital financings
  • The underwriters in connection with various bond offerings by Marsh & McLennan Companies, Inc.
  • The underwriters in connection with various public debt and hybrid securities offerings by The Allstate Corporation aggregating approximately $6.5 billion
  • The underwriters in connection with various public debt and hybrid securities offerings by PartnerRe Ltd. aggregating $1.3 billion
  • The underwriters in connection with various public debt and hybrid securities offerings by Arch Capital Group Ltd.
  • The underwriters in connection with a public debt offering by MetLife, Inc.
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Reinsurance Transactions/Joint Ventures

  • Swiss Re Corporate Solutions Ltd in its agreement to establish a joint venture with Bradesco Seguros, creating a leading commercial large-risk insurer in Brazil
  • Kinesis and its sponsors, Kinesis Capital Management and Lancashire, on the establishment of Kinesis and its multiple tranche equity funding commitments by investors to Kinesis as a market-facing collateralized reinsurer and segregated accounts fund
  • ING in the sale of its annuity business to Global Atlantic
  • Aspen Insurance Holdings Limited in the set up of its new capital markets division, Aspen Capital Markets, and in connection with the offering of $65 million aggregate principal amount of participating notes by the division’s first sidecar, Bermuda-domiciled special purpose insurer, Silverton Re , as well as in the $85 million renewal of the Silverton Re sidecar in 2015
  • Berkshire Hathaway in connection with a reinsurance transaction in which Berkshire Hathaway reinsured $4 billion of guaranteed minimum death benefit and guaranteed minimum income benefit exposure of Cigna
  • RenaissanceRe Holdings Ltd. in connection with various joint ventures and sidecar transactions, including DaVinci Re, RispondeRe (Live Cat back-up facility), Starbound Re, Timicuan Re, Channel Reinsurance Ltd., and others
  • RenaissanceRe Holdings Ltd. in connection with its investment in Essent Group Ltd., the first private mortgage insurance company established in the United States since the start of the current financial crisis, and in connection with its investment in Platinum Underwriters Holdings, Ltd.
  • The lead arranger and bookmaker in connection with a $500 million reinsurance sidecar established by CIG Reinsurance Ltd.
  • Marsh Inc. in connection with the creation of MaRI (Marsh Risk Innovations), a first-of-its-kind insurance facility designed to provide additional capacity to the depleted property catastrophe insurance market
  • The lead arranger and bookmaker in connection with a $730 million sidecar established by AIG involving the issuance of both debt and equity
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Offshore Reinsurers

  • RenaissanceRe in connection with its formation and ongoing representation
  • PartnerRe, Ltd. in connection with its formation and initial private placement and public offering of securities (reported to include the largest initial public offering in history for a start-up reinsurance company)
  • Aeolus Ltd. in connection with its formation and ongoing representation
  • Allied World Assurance Company Holdings, Ltd., including in connection with its concurrent initial public offering and a public offering of investment grade notes
  • Arch Capital Group Ltd.
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Restructurings/Demutualizations

  • The New York State Insurance Department with respect to the demutualization of the Equitable Life Assurance Society of the United States
  • A financial adviser to the Massachusetts Division of Insurance with respect to the demutualization of State Mutual Life Insurance Company of America
  • The New Jersey Commissioner of Insurance in his capacity as the Rehabilitator of Mutual Benefit Life Insurance Company in connection with the sale of Mutual Benefit’s group life, accident and health, disability and dental insurance businesses
  • An insurance trust with approximately 500,000 certificate holders in the demutualization of The Prudential Insurance Company of America
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Representative Insurance Regulatory Experience

Insurance and Reinsurance Companies

  • Formation and licensing of insurance and reinsurance companies
  • Insurance regulatory filings incident to insurance company mergers and acquisitions and other change of control transactions, restructurings, conversions, significant reinsurance transactions and affiliate transactions
  • Insurance holding company act compliance, statutory investment and securities lending compliance, anti-trust advice, and McCarran Ferguson Act advice

Insurance Producers and Reinsurance Intermediaries

  • Formation and licensing of producers, managing general agents and reinsurance brokers, and insurance regulatory filings incident to mergers and acquisitions, other change of control transactions, and conversions
  • Advice on various compliance issues including anti-rebating laws, electronic delivery of insurance policies, fiduciary funds requirements, unauthorized insurance transactions, compensation disclosure, premium finance compliance, referral arrangements and commission sharing limitations

Insurance Investors and Insurance Groups

  • Acquisition of life settlements, advice on life settlement and viatical settlement requirements and regulatory developments
  • Filing control disclaimers on behalf of insurance company investors pursuant to state insurance holding company acts, advice on financial guaranty insurance and related products, and general assistance to non-insurers with respect to referral arrangements and captive insurance companies
  • Representation of creditors and policyholders in insurer insolvency and conversion proceedings including advice on guaranty fund coverage
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Publications / News / Events

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Recognition, Honors & Awards

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