Alexander M. Dye

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8642
F 212 728 9642
adyewillkie.com

Alexander M. Dye is a partner in Willkie’s Corporate & Financial Services Department and Co-Chair of the Insurance Transactional and Regulatory Practice Group. His practice focuses on M&A and capital markets transactions in the insurance industry. He regularly advises buyers and sellers on acquisitions of public and private companies, as well as asset acquisitions and dispositions and reinsurance transactions. Alex also advises issuers and underwriters in public and private offerings of debt, equity and hybrid securities by insurance companies.

Alex has been ranked Band 1, Insurance: Transactional and Regulatory (Nationwide and New York) by Chambers USA in each year from 2009 to 2019. Alex is also recognized by The Legal 500 U.S. as a Leading Lawyer in the area of Insurance: Non-Contentious.

M&A

Over the course of his more than 30 year career, Alex has advised on many of the most significant M&A transactions in the U.S. insurance industry. He has represented insurance companies, private equity firms and financial advisers in transactions involving the life, property-casualty, financial guaranty, mortgage and health insurance sectors in the U.S. and abroad.  He has advised on purchases and sales of public and private companies, sales processes from both the buy- and sell-sides, cross-border transactions, contested acquisitions and reinsurance transactions. Alex also has significant experience advising insurance companies on issues relating to activists and unsolicited acquisitions, including the implementation of regulatory defenses.

Capital Markets

Alex represents issuers and underwriters in a wide variety of capital markets transactions, including IPOs, offerings of equity, convertible debt, surplus notes and preferred stock, and Rule 144A offerings. Alex regularly advises insurance companies on disclosure issues unique to the industry.

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Highlights

Alexander M. Dye is a partner in Willkie’s Corporate & Financial Services Department and Co-Chair of the Insurance Transactional and Regulatory Practice Group. His practice focuses on M&A and capital markets transactions in the insurance industry. He regularly advises buyers and sellers on acquisitions of public and private companies, as well as asset acquisitions and dispositions and reinsurance transactions. Alex also advises issuers and underwriters in public and private offerings of debt, equity and hybrid securities by insurance companies.

Alex has been ranked Band 1, Insurance: Transactional and Regulatory (Nationwide and New York) by Chambers USA in each year from 2009 to 2019. Alex is also recognized by The Legal 500 U.S. as a Leading Lawyer in the area of Insurance: Non-Contentious.

Selected Significant Matters

M&A Representations*

  • ACE in its $365 million acquisition of the Fireman’s Fund personal lines business from Allianz.
  • ACE in its acquisition of certain assets and liabilities relating to the high-value personal lines business of Atlantic Mutual and Balboa Insurance Group.
  • Aegon N.V. in its $1.3 billion acquisition of JCPenney’s Direct Marketing Services division.
  • Allstate in its $1.0 billion acquisition of Esurance from White Mountains Group.
  • Allstate in its $1.735 billion ($1 billion capital release and $735 million cash consideration and tax benefit) sale of Lincoln Benefit Life to Resolution Life Holdings.
  • Aviva plc in its $2.9 billion merger with AmerUS Holdings.
  • AXA in its $1.8 billion sale of Winterthur’s U.S. property and casualty business to QBE.
  • AXA in its $1.0 billion investment in, and subsequent sponsored demutualization of, Equitable Life.
  • Bank of America Merrill Lynch as financial adviser to Fairfax Financial in Fairfax's acquisition of the publicly held minority stake of Odyssey Reinsurance Group.
  • BAT Industries in its successful defense against an unsolicited £21 billion takeover attempt by a consortium led by Sir James Goldsmith.
  • BATUS in its $5.2 billion unsolicited acquisition of Farmers Group Inc.
  • Credit Suisse Securities as financial advisor to Montpelier Re Holdings Ltd. in Montpelier’s pending $1.8 billion sale to Endurance Specialty Holdings Ltd.
  • Dai-ichi Life Insurance in its $5.7 billion acquisition of Protective Life.
  • Farm Family Holdings in its $280 million merger with American National Insurance Company.
  • GE Capital in its $950 million acquisition of Colonial Penn Insurance Company from Leucadia National.
  • General American Mutual Holding Company in its $1.2 billion sale of General American Life to MetLife.
  • Genworth Financial in its $2.7 billion pending acquisition by China Oceanwide; the transaction includes an additional $1.1 billion capital contribution.
  • Genworth Financial in its sale of a block of term life insurance business to Protective Life Insurance Company.
  • Genworth Financial in the $290 million sale of its Medicare supplement business to Aetna.
  • Glatfelter Insurance Group in its acquisition by American International Group, Inc.
  • Goldman Sachs Capital Partners in its $1.4 billion acquisition of USI Holding Corporation.
  • Hillenbrand Industries in its $280 million sale of Forethought Financial Services to the Devlin Group.
  • Hospitals Insurance Company and FOJP Service Corporation in their sale to The Doctors Company for $650 million.
  • International Insurance Investors in its $100 million acquisition of Unionamerica Insurance Company Ltd. from Continental Corp.
  • Irish Life in its acquisition of First Variable Life Insurance Company from the estate of Monarch Life.
  • JP Morgan as financial adviser to the special committee of the board of directors of James River Group in its $575 million sale to DE Shaw.
  • JP Morgan Chase in the $1.2 billion sale of its life insurance and annuity operations to Protective Life.
  • Lincoln National in its $7.4 billion merger with Jefferson-Pilot.
  • MetLife, Inc. in its $16.2 billion acquisition of the ALICO division of AIG.
  • MetLife, Inc. in its $11.8 billion acquisition of Travelers Life & Annuity from Citigroup.
  • Merrill Lynch as financial adviser to Hub International in its $1.8 billion sale to Apax Partners.
  • Nationwide Financial Services in its $1.6 billion sponsored demutualization of Provident Mutual.
  • New York Life in its acquisition of 60% of John Hancock Financial’s closed block established in connection with its demutualization, comprising 1.3 million policies encompassing more than $11 billion in liabilities.
  • New York Life in its sale of retirement plan services business to John Hancock/Manulife.
  • Old Mutual plc in the $350 million sale of its U.S. life insurance and annuity business to Harbinger Capital.
  • Protective Life Corporation in its $1.2 billion acquisition of Great-West Life & Annuity Insurance Company’s individual life insurance and annuity business.
  • Protective Life Corporation in its agreement to acquire Liberty Mutual’s individual life and annuity business in a $3.3 billion multi-party transaction involving Liberty Mutual Group and Lincoln Financial Group.
  • Strategic Resources Company in its $242 million sale to Aetna.
  • Torus in its $692 million sale to Enstar.
  • Tower Group International in its $550 million merger with Bermuda reinsurer ACP Re Ltd.
  • White River Corporation in its $442 million sale to the Harvard Private Capital Group, an affiliate of Harvard University.
  • Zenith National in its $1.4 billion merger with Fairfax Financial.
  • Zenith National in the $272 million sale of CalFarm Insurance to Nationwide Mutual.

Selected Capital Markets Representations

  • The underwriters in Radian Group Inc.’s offering of $350 million senior notes.
  • Underwriters in the $370 million initial public offering of Bristol West, a KKR portfolio company.
  • Underwriters in public offerings in the U.S. and Canada by Fairfax Financial of $1 billion of subordinate voting shares.
  • GE, as selling shareholder in the $2.86 billion initial public offering of Genworth Financial.
  • Mutual of Omaha in its $300 million offering of surplus notes.
  • Underwriters in the public offering by Radian Group of $550 million of common stock.
  • Underwriters in the public offering by Radian Group of $712 million of common stock and convertible notes.
  • The New York Public Asset Fund in the conversion of Empire Blue Cross/Blue Shield into WellChoice and the $420 million initial public offering of WellChoice shares owned by the Fund.
  • Underwriters in the $2.2 billion initial public offering of Principal Financial Group.

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

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