ACE Limited: Advised ACE Limited in its acquisition of the high-value personal lines property and casualty business of Atlantic Mutual and Balboa Insurance Company.
Aegon NV: Represented Aegon NV in the following transactions:
- AIG: Advised Aegon in its purchase of American International Group Inc’s credit life and disability insurance unit.
- Merrill Lynch: Advised Aegon in its $1.3 billion purchase of Merrill Lynch’s life insurance and annuity operations.
- Transamerica Re/Scor SE: Advised Aegon in its $1.4 billion sale of Transamerica Re to Scor SE.
- Wilton Re US Holding Inc.: Advised Aegon in its deal to sell its two largest U.S. run-off businesses, pursuant to which Aegon's Transamerica life subsidiaries will reinsure $14 billion of liabilities to affiliates of Wilton Re US Holding Inc.
Aeolus Re Ltd.: Represented Bermuda-based reinsurer Aeolus Re Ltd. in its $800 million capital raise led by Warburg Pincus and Merrill Lynch Global Private Equity to further Aeolus's role as a leading provider of fully collateralized property catastrophe protection to insurers and reinsurers on both an ultimate net loss and industry loss warranty basis.
AIG/Harel Insurance Company, Ltd.: Advised AIG in the sale of its Israeli mortgage guaranty insurance business to Harel Insurance Company, Ltd.
AIG/Ontario Teachers’ Pension Fund: Advised AIG in the sale of its Canadian mortgage guaranty insurance business to an investor group led by the Ontario Teachers’ Pension Fund.
Alleghany Corporation/Ares Management LLC: Represented Alleghany Corporation in its $250 million investment in Ares Management LLC and commitment to invest up to $1 billion in Ares investment strategies.
Alleghany/Pacific Compensation/CopperPoint: Represented Alleghany Corporation in the $150 million sale of Pacific Compensation Insurance Company, an underwriter of workers' compensation insurance, to CopperPoint Mutual Insurance Company.
Allegheny/Translatlantic: Advised Allied World Assurance in connection with the $3.2 billion merger agreement with Transatlantic. After that deal ultimately was topped by Allegheny, we were asked by Allegheny to serve as lead insurance regulatory counsel. The transaction was announced on November 20, 2011 and we obtained the regulatory approvals, or sign-off on required notification filings, in 24 jurisdictions in a three month period. The merger closed on March 6, 2012.
Allied World Assurance Company Holdings, Ltd.: Represented property, casualty and specialty insurance company Allied World and its subsidiaries in its acquisition-related transactions with the following companies:
- Transatlantic Holdings: Served as U.S. legal counsel to Allied World in its proposed $3.2 billion merger with Transatlantic, a former reinsurance unit of AIG. The proposed all-stock merger of equals would have resulted in Transatlantic becoming a wholly owned subsidiary of Allied World, with Transatlantic shareholders holding 58% of the combined entity. The combined entity would have had total invested assets of $21 billion, total shareholders’ equity of nearly $7 billion and total capital of $8.5 billion. The matter was international in scope and received significant attention in the insurance and business press, particularly when multiple third parties, including Berkshire Hathaway, Validus and Alleghany, submitted competing bids for Transatlantic. Allied World and Transatlantic mutually agreed to terminate the deal in September 2011, with Allied World receiving a breakup fee of $35 million plus $13.3 million in merger-related expenses. Due to Transatlantic’s entry into a definitive agreement with Alleghany in November 2011, Allied World received an additional $66.74 million from Alleghany as part of the breakup fee. Unique features of the deal included structuring issues related to Allied World’s incorporation in Switzerland, and management and corporate governance issues arising out of the deal’s structuring as a merger of equals
The Allstate Corporation/Esurance: Represented The Allstate Corporation in its acquisition of the Esurance online insurance business and the affiliated Answer Financial agency business from White Mountains Insurance Group, Ltd. for a purchase price of approximately $1 billion.
An Investor Group/Sedgwick Claims Management, Inc.: Represented an investor group, including Evercore Partners, Fidelity National Financial, Inc.,Thomas H. Lee Partners and United Healthcare in its $1.1 billion sale of Sedgwick Claims Management, Inc.
American Bankers Insurance Group Inc./Fortis: Advised American Bankers Insurance Group Inc. in its acquisition by Fortis (Cendant).
Aquiline Capital Partners/TigerRisk LLC: Represented Aquiline in its equity capital commitments to support the growth of TigerRisk, an reinsurance broker and risk/capital management advisor.
Aquiline Capital Partners/The Wright Insurance Group: Represented Aquiline in its investment in The Wright Insurance Group, LLC and Wright in its subsequent acquisition of RMI Consulting, LLC and Fidelity National’s flood insurance business.
Aquiline/Relation Insurance/Parthenon/Century Equity: Represented Aquiline Capital Partners LLC in its agreement to acquire Relation Insurance Services, one of the largest independent insurance brokers in the United States, from private equity firms Parthenon Capital and Century Equity Partners.
Argonaut Group, Inc./PXRE Group Ltd.: Represented Argonaut Group, Inc. in its $1.7 billion merger with PXRE Group Ltd., to form Argo Group International Holdings, Ltd.
Assurant/The Warranty Group: Represented Assurant, Inc., a premier global provider of risk management solutions, in its $2.5 billion deal to acquire The Warranty Group, a leading global provider of protection plans and related programs.
Aviva plc: Advised Aviva plc, the U.K.’s largest insurer and one of Europe’s leading providers of life and general insurance, in the following transactions:
- Amerus: Advised Aviva in its $2.7 billion acquisition of AmerUs.
- River Road Asset Management: Advised Aviva in its acquisition of River Road Asset Management, a privately-held asset manager.
Delek Group Ltd./ Republic Companies Group, Inc.: Represented Delek Group Ltd. in its $290 million acquisition of Republic Companies Group, Inc.
Endurance Specialty Holdings Ltd./ARMtech Insurance: Advised Endurance Specialty Holdings Ltd. in its $120 million purchase of ARMtech Insurance.
Farmers Group, Inc.: Advised this Los Angeles-headquartered, Swiss-owned personal lines property and casualty insurance group, the third largest insurance group in the United States servicing over 10 million households in 41 states, on its acquisition-related transactions with the following companies:
- 21st Century Insurance, American International Group (AIG): Represented Farmers in its $1.9 billion acquisition of AIG's Personal Auto Group, including 21st Century Insurance, which comprised the wholly owned subsidiaries constituting AIG’s U.S. personal auto insurance business (including the former AIG direct business and agency auto business) and was the third largest traditional "direct" writer of insurance in the United States, insuring more than four million cars.
Fidelity National Financial, Inc.: Advised Fidelity National Financial, Inc. in its $300 million purchase of Lawyers Title Insurance and Commonwealth Land Title Insurance from LandAmerica Financial Group, Inc.
FirstComp/Markel Corporation: Represented privately held workers’ compensation insurance group Aspen Holdings, Inc. (d/b/a FirstComp) in its acquisition by Markel, a marketer and underwriter of specialty insurance products and programs for niche markets, for $135 million in cash plus the value relating to certain outstanding Aspen stock options at closing.
Great-West/CIGNA: Represented Great-West in its $1.5 billion sale of its healthcare business to CIGNA.
GS Capital Partners/USI Holdings: Represented GS Capital Partners, a Goldman Sachs Group Inc. private equity affiliate, in its $1.4 billion acquisition of USI Holdings Corp.
Hannover Rückversicherung AG/Praetorian Financial Group, Inc./QBE Insurance Group Limited: Represented Hannover Rückversicherung AG in its $800 million sale of Praetorian Financial Group, Inc. to QBE Insurance Group Limited.
HealthMarkets, Inc./UnitedHealth Group: Represented HealthMarkets, Inc. in the sale of its student business to UnitedHealth Group.
Hospitals Insurance Company/FOJP Service Corporation/ The Doctors Company: Advised the sellers in the $650 million sale of Hospitals Insurance Company and FOJP Service Corporation to The Doctors Company.
Jefferson National Financial Corp./Citi Capital Advisors Affiliate: Advised Dallas-domiciled Jefferson National, a provider of variable annuities and products and services for RIAs and fee-based and fee-only advisors and the clients they serve, on its $60 million cash acquisition by an investor group led by Citi Capital Advisors affiliate JNF Investors LLC. Under the terms of the merger agreement, the investor group acquired all of Jefferson National’s issued and outstanding capital stock immediately prior to the closing, after giving effect to a rollover of management equity.
JPMorgan Chase/Protective Life Co.: Represented JPMorgan Chase in its $1.4 billion sale of its life insurance operations to Protective Life Co.
KKR/Global Atlantic: Represented KKR in its acquisition of retirement and life insurance company Global Atlantic for $4.4 billion.
Liberty Mutual Group Inc.: Represented Liberty Mutual Group Inc. in its sale of the policy renewal rights of its middle market operations in separate parallel transactions to Arthur J. Gallagher & Co., Hub International Ltd and USI Holdings Corporation.
Lincoln National Corporation/Jefferson- Pilot Financial Corp.: Represented Lincoln National Corporation in its $7.5 billion merger with Jefferson- Pilot Financial Corp.
Merrill Lynch/HUB International Ltd./Apax Partners Worldwide LLP: Represented Merrill Lynch, financial advisor to HUB International Ltd, in the $1.7 billion buyout of HUB by Apax Partners Worldwide LLP and Morgan Stanley’s principal investments unit.
MetLife, Inc./American Life Insurance Company: Represented MetLife in its $16.4 billion acquisition of American Life Insurance Company, AIG’s global life and accident and health insurance operation.
Metlife, Inc./Brighthouse Financial, Inc.: Represented MetLife, Inc. in the separation of its U.S. retail business and its spin-off of Brighthouse Financial, Inc., creating two independent, publicly-traded companies.
MetLife, Inc./Pan-American Life Insurance Group: Advised MetLife, Inc. in the sale of certain Caribbean and Central American businesses to Pan-American Life Insurance Group.
National Atlantic Holdings Corp./Palisades Safety and Insurance Assoc.: Represented National Atlantic Holdings Corp. in its acquisition by Palisades Safety and Insurance Assoc
Nationwide Financial Services, Inc./ Nationwide Mutual: Represented Nationwide Financial Services, Inc. in the $2.4 billion acquisition by its parent, Nationwide Mutual.
Old Mutual plc/Harbinger Capital Partners LLC: Represented Old Mutual plc in its sale of its US life insurance and annuity operations for approximately $350 million to affiliates of Harbinger Capital Partners LLC and in its $535 million Excess Reserve Financing.
PAI partners/Compagnie Européenne de Prévoyance (CEP): Advised PAI on the sale of its controlling stake in CEP, the French market leader in loan insurance brokerage, to J.C. Flowers. The transaction included a significant reinvestment by the firm’s founder, Hubert Guillard, and the company’s top managers.
Protective Life Corporation/Great-West Life & Annuity Insurance Company: Advised Protective Life Corporation on the $1.2 billion acquisition of Great-West Life & Annuity Insurance Company’s individual life insurance and annuity business.
Radian Asset Assurance, Inc. /Municipal and Infrastructure Assurance Corporation: Represented Radian Asset Assurance, Inc. in its acquisition of Municipal and Infrastructure Assurance Corporation
RenaissanceRe Holdings Ltd.–US Insurance Operations/QBE Holdings: Represented Bermuda-based RenaissanceRe, a global provider of property catastrophe and specialty reinsurance, as well as other insurance coverages, in the $275 million sale of substantially all of its U.S. insurance segment business— its U.S. property and casualty business underwritten through managing general agents, its crop insurance business underwritten through Agro National Inc. and its commercial property insurance operation—to QBE Holdings.
RenaissanceRe Holdings Ltd., Partner Reinsurance Company Ltd. and Koch Financial Re, Ltd./ChannelRe Holdings Ltd./MBIA Insurance 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.
RGA/ING: Advised RGA in its acquisition of ING’s life reinsurance business.
Rockhill Holding Company/State Automobile Mutual Insurance Co.: Advised Rockhill Holding Company in its acquisition by State Automobile Mutual Insurance Co.
S.A.C. Capital Advisors/S.A.C. RE, Ltd.: Represented S.A.C. Capital Advisors in the sale of its Bermuda-based reinsurance business, S.A.C. RE, Ltd. to Hamilton Reinsurance Group, a privately held firm in which investors include affiliates of New York-based hedge fund Two Sigma Investments LLC, private-equity firms Capital Z Partners Management LLC and Performance Equity Management, former insurance executive Brian Duperreault, and certain institutional investors. Exploration Bermuda, LLC, an affiliate of S.A.C. Capital Advisors, L.P., is the largest shareholder of S.A.C. Re Holdings, Ltd. and Willkie represented S.A.C. Capital Advisors, L.P. and Exploration Bermuda, LLC in connection with the transaction.
Securitas/Ineas, BV: Counseled the Securitas fund in connection with its investment in Amsterdam-based Ineas, Europe's first online pan-European insurance brokerage.
Sun Life Financial Inc./Genworth Financial Inc.: Represented Sun Life Financial Inc. in its $650 million acquisition of Genworth Financial Inc.’s US group benefits business.
Torus Insurance Holdings Limited/Glacier Insurance AG: Represented Torus Insurance Holdings Limited in its acquisition of Glacier Insurance AG.
Tower Group, Inc.: Advised the publicly-traded Delaware corporation Tower Group in the following transactions:
- Tower Group International Ltd./ACP Re Ltd.: Represented Tower Group International Ltd. in its pending $550 million (enterprise value) merger with ACP Re Ltd.
- Tower Group, Inc./Hermitage Insurance Group: Represented Tower Group, Inc. in its $130 million acquisition of Hermitage Insurance Group.
- Tower Group, Inc./OneBeacon: Advised Tower Group, Inc. in its acquisition of the personal lines business of OneBeacon.
Union Central Life Insurance Company/Ameritas: Advised Union Central Life Insurance Company in its mutual holding company merger with Ameritas.
Winterthur Swiss Insurance Company/Winterthur U.S. Holdings, Inc./QBE Insurance Group Limited: Represented Winterthur Swiss Insurance Company, a wholly owned subsidiary of AXA, in the $1.71 billion sale of Winterthur U.S. Holdings, Inc. to QBE Insurance Group Limited.
The Wright Risk Group: Represented The Wright Risk Group (f/k/a WRM America), which was formed in 2008 by risk financing and insurance management company Wright Risk Management and by Aquiline Capital Partners, in acquisitions-related transactions with the following companies:
- Fidelity National Financial, Inc. (FNF): Represented WRM America in its $219.5 million acquisition of FNF’s flood insurance businesses (Fidelity National Indemnity Insurance Company and Fidelity National Insurance Services). FNF is a leading provider of title insurance, mortgage services, specialty insurance and diversified services, and is the nation's largest title insurance company through its title insurance underwriters.
- RMI Consulting: Represented WRM America in its acquisition of the risk management consultants RMI Consulting. Terms were not disclosed.
Zenith National Insurance Corp./Fairfax Holdings: Advised Zenith National Insurance Corp. in its $1.4 billion merger with Fairfax Holdings.
Zurich Financial Services Group: Represented the Switzerland-based global insurance and financial services company in its transactions with the following companies:
- Banco Santander SA: Represented Zurich in its $1.67 billion deal to acquire a 51 percent stake in the Central and South American life insurance, pension and general insurance operations of Madrid-based Banco Santander. The international joint venture includes 25-year strategic distribution agreements in Brazil, Mexico, Chile, Argentina and Uruguay and provides Zurich with access to over 5,600 bank branches and an additional 36 million customers in the region.
- EuroAmerica: Represented Zurich Insurance Group in its acquisition of the individual and group life insurance businesses and the long-term savings operations of EuroAmerica in Chile.
- Kemper Corporation: Represented Zurich Financial Services Group in its purchase from Insurance Partners the remaining 20 percent interest in Kemper Corporation, which is primarily comprised of the three insurance companies of Zurich Kemper Life (ZKL). With this transaction Kemper Corporation, headquartered in Long Grove, IL, becomes a wholly-owned subsidiary of Zurich.