Insurance Companies:  Represent major insurance companies on a range of issues including benchmarking, joint ventures, and the application of the McCarran-Ferguson Act.

Marsh & McLennan: Represent March & McLennan in dozens of cases brought by both private plaintiffs and state attorneys general alleging violations of the antitrust laws in federal and state courts across the country.

Aeolus Capital Management Ltd.: Advised Aeolus Capital Management, a Bermuda-based reinsurance manager, in connection with the launch of Aeolus Property Catastrophe Fund I, LP, a highly customized investment partnership that enables various tranches of investors to invest in portfolios of fully collateralized property catastrophe reinsurance contracts underwritten by Aeolus Re Ltd., a Bermuda-licensed reinsurer.

Genworth Financial, Inc.: Advised Genworth Financial, Inc., as lead regulatory counsel, on the completion of its comprehensive U.S. mortgage insurance capital plan. The capital plan consisted of several actions including implementing an internal legal entity reorganization which created a new public holding company structure that removed the U.S. mortgage insurance subsidiaries from the companies covered by the indenture governing Genworth’s senior notes. Willkie was the lead regulatory counsel on the transaction coordinating the obtaining of regulatory approvals in over a dozen international and domestic jurisdictions. Willkie also documented key agreements with Fannie Mae and Freddie Mac that were necessary to implement the internal reorganization and provided tax advice.

Bank of Nova Scotia/HOPPY Holdings, Inc.: Represented Bank of Nova Scotia as the lead agent in an $81 million syndicated loan to HOPPY, an ONCAP portfolio company that owns Hopkins Manufacturing, an automotive aftermarket products seller to 75,000+ distributors and retailers across the globe.

New York Life Insurance Company/Bongrain S.A.: Advised New York Life on its purchase, along with several of its affiliates, of $100 million of senior notes issued by Bongrain, the second largest cheese producer in France, under a master note facility. The facility also provided for Bongrain’s issuance and sale of up to an additional $25 million of senior notes.

New York Life/The Aerospace Corporation: Advised New York Life as it entered into a $110 million master note facility for the private placement of senior secured notes by The Aerospace Corporation. New York Life and its affiliates agreed to purchase $25 million of the 4.84% senior secured notes, Series A, due 2033 of The Aerospace Corporation on a delayed funding basis and to purchase additional notes from time to time on the terms and conditions contemplated by the Master Note Facility. The notes are secured by real property located in California and Virginia.

Advised companies and private investors on the formation, structuring, financing and capitalization of new offshore insurance and reinsurance companies including Aeolus re ltd., Aspen Insurance Holdings Limited, Axis Capital, Essent Group Ltd., Lancashire Holdings Limited, Montpelier Re Holdings Ltd., PartnerRe ltd., RenaissanceRe Holdings ltd., S.A.C. Re Ltd. and Third Point Reinsurance Ltd. We have also advised Tiger Risk LLC, a reinsurance broker and risk/capital management advisor, in connection with equity capital commitments by private equity investors to support TigerRisk’s growth, and Essent Group Ltd., a new mortgage guaranty insurance and reinsurance company in connection with equity capital commitments by a group of private Investors. We advised Aquiline Capital Partners in its equity capital investments in TigerRisk.

LandAmerica Financial Group, Inc.: Represented LandAmerica, the third largest title insurer in the United States, and seven affiliates in chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia, including: spearheading the sale of LandAmerica’s material title operations to Fidelity National Financial for $235 million in consideration, over significant opposition; post sale representation of the estates in hundreds of adversary proceedings in connection with disputes relating to LandAmercia’s failed 1031 exchange business; the sale of substantially all remaining businesses; and the resolution of substantial pension funding and other issues. In November 2009, over numerous objections, Willkie achieved confirmation of a plan of liquidation, which approved a global settlement of complex intercreditor and third-party issues that were the subject of two separate mediations with its major creditor constituencies. Willkie continues to advise the LandAmerica Liquidation Trustee in connection with ongoing litigation. 

AIG: Advised the underwriters in AIG’s disposition of substantially all of its equity interest in Transatlantic Holdings, Inc. in March 2010 and June 2009 through $451 million and $1.14 billion public offerings of common stock.

Alleghany Corporation: Represented the underwriters in the public offering by Alleghany Corporation in June 2012 of $400 million of senior notes.

Allied World Assurance Company Holdings, AG: Represented Allied World Assurance Company Holdings, a global provider of property, casualty, and specialty insurance, in the following offerings:

• $300 million offering of senior notes.
• $222.6 million repurchase of common shares and warrants.
• $250 million share repurchase from its founding shareholders.
• Represented Allied World, in the redomestication of its group holding company from Bermuda to Switzerland.

The Allstate Corporation: Advised on the following offerings involving Allstate, the second-largest personal lines insurer in the United States:

• Represented Allstate on the offer and sale of 26,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series E.
• Represented Allstate in its public offering in September 2013 of $385 million of perpetual preferred shares, in August 2013 of $800 million of subordinated debentures, its public offering in June 2013 of $1.0 billion of senior notes and $287.5 million of perpetual preferred shares, its cash tender offers in May 2013 of $1.8 billion  of senior and subordinated debt, its public offering in January 2013 of $500 million subordinated debentures and RCC restructuring, and in its public offering in January 2012 of $500 million of senior notes.
• Represented the underwriters, led by joint book-running managers JPMorgan Securities LLC and Goldman Sachs & Co., in Allstate’s $500 million offering of senior notes.

Arch Capital Group Ltd.: Advised on the following offerings involving Arch Capital Group, a Bermuda-based insurance and reinsurance provider:

• Advised the underwriters — led by Wells Fargo Securities, BofA Merrill Lynch, Morgan Stanley and UBS Investment Bank — on Arch Capital's $325 million offering of its 6.75 percent noncumulative preferred shares.

Aspen Insurance Holdings Limited: Advised Aspen Insurance Holdings in its public offerings in November 2013 of $300 million senior notes, in April 2013 of $275 million offering of 5.95% fixed-to-floating rate perpetual non-cumulative preference shares.

Aspen Insurance Holdings Limited: Advised Aspen Insurance Holdings Limited in its public offerings in April 2012 of $160 million perpetual non-cumulative preference shares.

Assured Guaranty Ltd.: Advised the underwriters in the public offering in December 2009 by Assured Guaranty Ltd. of $575 million of common shares, and its concurrent public offerings in June 2009 of $487 million of common shares and of $172.5 million of equity units.

Aviva plc: Advised Aviva plc in its public offering of $400 million of hybrid capital securities.

CNO Financial Group, Inc.: Advised CNO Financial Group, Inc. in its Rule 144A offering of $275 million of senior notes.

Dexia SA: Advised the underwriters in Dexia SA’s disposition of its equity interest in Assured Guaranty Ltd. through a $495 million public offering of common stock.

Endurance Specialty Holdings Ltd.: Advised the underwriters in the public offerings by Endurance Specialty Holdings Ltd. in May 2011 of $230 million of preferred stock, and in March 2010 of $85 million of senior notes.

Essent Group Ltd.: Represented Essent Group in its initial public offering of approximately $335 million of common shares.

Fairfax Financial Holdings Limited: Advised the underwriters in a public offering in the U.S. and Canada by Fairfax Financial Holdings Limited of approximately $1 billion of subordinate voting shares.

Fidelity National Financial, Inc.: Advised Fidelity National Financial, Inc. in its public offering of $300 million of senior notes.

Fidelity National Information Services, Inc. (FIS): Represented FIS in its $1.25 billion public debt offering.

Fidelity National Information Services, Inc., WPM: Advised Fidelity National Information and Warburg Pincus affilate WPM, L.P. in connection with a public offering of 19,272,336 shares of common stock of FIS. The transaction, which was structured as an overnight bought deal, raised approximately $720 million for WPM and closed on March 11, 2013. Goldman, Sachs & Co. was the sole underwriter. FIS is a leading global provider of banking and payments technologies.

Guardian Life Insurance Company of America: Advised Guardian Life Insurance Company of America in its offering of $400 million of surplus notes.

Lancashire Holdings Limited: Advised Lancashire Holdings Limited in its offering in August 2013 of £131 million of common shares and its Rule 144A offering of $130 million of senior notes.

Marsh & McLennan Companies, Inc.: Advised on the following offerings involving Marsh, a premier global professional services and risk solutions firm:

• Represented the underwriters in Marsh & McLennan’s $5 billion multi-tranche debt offering, and €1.1 billion and $250 million senior notes offerings.  
• Represented the underwriters in the public offerings by Marsh & McLennan Companies, Inc. of $500 million of senior notes.
• Represented the underwriters in the public offerings by Marsh & McLennan Companies, Inc. in March 2012 of $250 million of senior notes.
• Represented the underwriters in the public offering of $500 million of senior notes.
• Represented the underwriters, led by joint book-running managers BofA Merrill Lynch, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC., in Marsh’s tender offers for $500 million of two series of its senior notes.
• Represented Banc of America Securities LLC, joined by joint book runners Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. in the offering of $400 million of 9.25% senior notes due 2019 by Marsh & McLennan Companies.

MetLife, Inc.: Advised on the following offerings involving MetLife, a leading global provider of insurance, annuities and employee benefit programs through its subsidiaries and affiliates:

• Offer and sale of $1.0 billion aggregate principal amount of senior notes, in August 2012 of $750 million of senior notes, in March 2011 of $2.97 billion of common stock and the concurrent offerings by AIG of $3.38 of MetLife’s common stock and $3.32 billion of MetLife’s common equity units, and in August 2010 of $3.6 billion of common stock and $3.0 billion of senior notes.
• Issuances of funding agreement-backed notes through Metropolitan Life Global Funding I and MetLife Institutional Funding II of approximately $4.5 billion in issuances of multicurrency denominated funding agreement-backed-notes by Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut.
• Offer of Rule 144A and Regulation S securities by Metropolitan Life Global Funding I of C$350 million of 2.624% maple bonds due 2015, $1.25 billion of floating rate extendible notes and $500 million of 3.875% 10-year notes; each offering was secured by a Funding Agreement issued by MetLife. Canadian maple bond offering lead underwriters were TD Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc.; the extendible notes were underwritten by co-managers Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated; and the fixed rate note offering was underwritten by joint leads Deutsche Bank Securities Inc. and UBS Securities LLC.
• Public remarketings in September 2013 and 2012 of of $2.0 billion of senior component debentures and the related settlement of stock purchase contracts under its common equity units.

MetLife Insurance Company of Connecticut, MetLife Insurance Company: Advised MetLife in issuance of $3.9 billion aggregate principal amount of funding agreement-backed notes through Metropolitan Life Global Funding and MetLife Institutional Funding II.

Montepelier Re Holding Ltd.: Advised the underwriters in Montpelier Re Holdings Ltd. public offering of $150 million of preferred stock.

Munich Re: Advised on the following offerings involving Germany-based reinsurance company Munich Re:

• Represented Munich Re in the sale of 13 million shares of its equity holding in Wales-based motor insurance company Admiral Group Plc.
• Represented UBS in the undated subordinated fixed-to-floating rate bonds issue by Munich Re.

National Life Insurance Company: Advised the National Life Insurance Company in its offering of $200 million of surplus notes.

Nationwide Mutual Insurance Company: Advised Nationwide Mutual Insurance Company in its offering of $700 million of surplus notes.

New York Life Insurance Company: Represented New York Life Insurance Company in connection with the sale of $300 million aggregate principal amount of funding agreement-backed notes through New York Life Global Funding.

New York Life Insurance Company: Advised the initial purchasers in an offering by New York Life Insurance Company of $1 billion of surplus notes.

Northwestern Mutual Life Insurance Company: Advised Northwestern Mutual Life Insurance Company in its offering in March 2010 of $1.75 billion of surplus notes.

Ohio National Life Insurance Company: Advised the Initial Purchasers in a $250 million offering of 6.875% Surplus Notes by The Ohio National Life Insurance Company pursuant to Rule 144A and Regulation S. The Initial Purchasers comprised of U.S. Bancorp, Fifth Third Securities, Inc., Morgan Stanley and PNC Capital Markets LLC.

PZU S.A.: Advised PZU S.A. (Poland’s largest insurer) in its initial public and Rule 144A offerings of $2.63 billion of common shares.

PartnerRe Ltd.: Advised on the following offerings involving Bermuda-based PartnerRe, a leading international reinsurance group providing multiline reinsurance to insurance companies on a worldwide basis:

• Represented the book-running underwriters (Citigroup Global Markets, Inc. Merrill Lynch, Pierce, Fenner & Smith Inc., UBS Securities LLC and Wells Fargo Securities) in PartnerRe's offering of 7.25% Series E Cumulative Redeemable Preferred Shares, for an aggregate price to the public of $373.75 million.

Prudential/Prudential Short Duration High Yield Fund: Advised Prudential in its $700 million IPO of the Prudential Short Duration High Yield Fund. Represented the largest closed-end fund IPO year to date and the largest fixed income closed-end fund IPO since September 2010.

Radian Group: Advised Radian Group in the following transactions:

• Served as dealer manager in the private exchange by Radian Group Inc. of its 2015 senior notes for 2017 senior notes and cash under certain circumstances, and underwriters in the public offerings in December 2010 of $450 million of convertible senior notes, and in May 2010 of $550 million of common stock.
• Represented the underwriters, led by joint bookrunning managers Morgan Stanley & Co. LLC and Goldman, Sachs & Co., in Radian Group Inc.’s public offering of 39.1 million shares of common stock and $400 million principal amount of convertible senior notes due 2019. Willkie represented the underwriters, led by joint bookrunning managers Morgan Stanley & Co. LLC and Goldman, Sachs & Co., with co-managers, Dowling & Partners Securities, LLC, Keefe, Bruyette & Woods, Inc., Macquarie Capital (USA) Inc. and Wells Fargo Securities, LLC, with respect to the Common Stock offering, and Keefe, Bruyette & Woods, Inc., with respect to the Convertible Notes offering.

RenaissanceRe Holdings Ltd.: Represented this Bermuda-based global provider of property catastrophe and specialty reinsurance, as well as other insurance coverages, in its following offerings:

• $400 million Senior Notes offering.
• $275 million offering of preference shares.
• $250 million offering of RenRe North America senior notes; represented RenaissanceRe and its subsidiary, RenRe North America Holdings Inc.

Teachers Insurance and Annuity Association of America: Advised Teachers Insurance and Annuity Association of America in its offering of $2 billion of surplus notes.

Third Point Reinsurance Ltd.: Represented underwriters in the initial public offering by Third Point Reinsurance Ltd of approximately $291 million of common shares.

Transatlantic Holdings, Inc.: Advised underwriters in the public offering by Transatlantic Holdings, Inc. of $350 million of senior notes.

W. R. Berkley Corporation: Represented this Greenwich, Connecticut-based holding company, a provider of an assortment of commercial property/casualty insurance across five segments, in its following offerings:

• $350 million offering of subordinated debentures.
• $350 million of 4.625% senior notes due 2022.
• $300 million of 5.375% senior notes due 2020.
• $300 million of senior notes.

Willis North America Inc.: Advised the underwriters in the public offering by Willis North America Inc. of $300 million of senior notes guaranteed by Willis Group Holdings Limited.

Zurich Financial Services Group: Represented the Switzerland-based global insurance and financial services company in its tender offers for its Series III Floating Rate Enhanced Capital Advantaged Preferred Securities of ZFS Finance (USA) Trust III, Series IV Fixed/Floating Rate Trust Preferred Securities of ZFS Finance (USA) Trust IV and Series V Fixed/Floating Rate Trust Preferred Securities of ZFS Finance (USA) Trust V.

(* Denotes Deal Counsel)

• Ajax Re (sponsor: Aspen Re) *
• Armor Re (sponsor: American Coastal)
• Atlas Reinsurance III (sponsor: SCOR) *
• Atlas Reinsurance IV (sponsor: SCOR) *
• Atlas V (sponsor: SCOR) *
• Atlas VI (sponsor: SCOR) * +
• Atlas VII (sponsor: SCOR) * +
• Atlas IX Capital (sponsor: SCOR) *
• Atlas Reinsurance VII (sponsor: SCOR) *
• Blue Danube II (sponsor: Allianz)
• Caelus Re (sponsor: Nationwide Mutual) *
• Caelus Re II (sponsor: Nationwide Mutual) *
• Galileo Re (sponsor: Catlin)
• Globe Re (sponsor: Hannover Re) *
• Green Valley (sponsor: Groupama/Swiss Re) +
• Ibis Re II (sponsor: Assurant) *
• Lakeside Re III (sponsor: Zurich)
• Loma Re (sponsor: Argo Re)
• Loma Reinsurance (sponsor: Argo Re) * +
• Merna Re (sponsor: State Farm) *
• Montana Re (sponsor: Flagstone Re) * +
• Mystic Re (sponsor: Liberty Mutual) *
• Mystic Re II (sponsor: Liberty Mutual) * +
• Nathan (sponsor: Munich Re) *
• Nelson Re (sponsor: Glacier Re) * +
• Oak Leaf (private)
• Queen Street (sponsor: Munich Re)
• Queen Street II (sponsor: Munich Re) *
• Queen Street VI Re (sponsor: Munich Re)
• Queen Street VII Re (sponsor: Munich Re)
• Sanders Re (sponsor: Allstate) *
• Skyline Re (private)
• Topiary (sponsor: Platinum) *
• Tramline Re (sponsor: Amlin) *
• Vecta I (sponsor: Aurigen Reinsurance)
• VenTerre Re Ltd. (sponsor : QBE)
• Vitality Re (sponsor: Aetna) *
• Willow Re (sponsor: Allstate) *
• Willow Re II (sponsor: Allstate)

• Alterra’s New Point * and Bay Point facilities
• Argo’s Harambee facility *
• Brit Insurance’s Norton facilities *
• Hiscox’s Panther facility *
• Lancashire’s Saltire I, Sirocco and Accordion facilities *
• Montpelier Re’s Blue Ocean facility *
• Paris Re’s Triomphe facility *
• Partner Re’s Lorenz Re facility
• Renaissance Re’s Timicuan and Upsilon * facilities
• XL’s Cyrus facilities

Allianz: Provided senior executive/executive team representation for Allianz, the Munich, Germany-based global insurer.

Allianz Life Insurance Company of North America (Allianz LICNA)/KTR Property Trust I Affiliates: Represented Minneapolis, Minnesota-based Allianz LICNA, a provider of fixed and variable annuities and life insurance products, in the $270 million sale of its entire North American portfolio of industrial properties (18 properties in multiple locations, including in Georgia, Illinois, New Jersey, Ohio and Texas) to affiliates of KTR Property Trust I, a real estate investment trust.

Sedgwick Claims Management Services: Represented the senior management team of Sedgwick Claims Management Services, Inc., a leading provider of technology-enabled claims and productivity management solutions, in its $2.4 billion sale to KKR.

• Atropos ILS Fund (sponsor: SCOR)
• Cartesian Iris Re (sponsor: Cartesian Capital Group; advisor: Aspen Insurance Holdings Limited)
• Nephila Funds (Sponsor: Nephila Capital)
• Pillar Insurance Opportunity Fund Limited (Sponsor: Benfield)
• Queen Street VI Re (Sponsor: Munich Re)
• Queen Street VII Re (Sponsor: Munich Re)
• RenaissanceRe Medici Fund Ltd. (Sponsor: Renaissance Re)
• Third Point Reinsurance Opportunities Fund Ltd. (Sponsor: Third Point Re)

Selected representative experience includes:

• Federal Multi-District Litigation asserting antitrust and RICO claims against virtually every major U.S. insurer and broker relating to allegations of bid rigging.
• Dispute relating to $250 million of earthquake coverage for damages arising from Tohoku earthquake in Japan.
• Negotiated resolution of $200 million of coverage for claims relating to BP oil spill, and lawsuit relating to remaining $50 million of coverage.
• Dispute relating to $50 million in casualty coverage for claims by energy company relating to shutdown of a damaged steam turbine generator.
• Dispute relating to $100 million of professional liability coverage for claims in putative class action against institutional money manager.
• Dispute relating to $100 million of wind storm coverage for damage caused by Hurricanes Frances and Jeanne.
• Dispute relating to $100 million of coverage for products liability claims brought against pharmaceutical company.
• Reinsurance coverage dispute arising out of $400 million of coverage for workers’ compensation carve out exposures.
• Collection of over $500 million of coverage for D&O, E&O, and EPL losses arising out of government investigation and related civil litigation.
• D&O coverage disputes relating to Worldcom, Enron, and Refco.
• D&O coverage disputes relating to claims of insider trading, including against hedge funds.
• Dispute relating to coverage for accountant liability.
• Dispute relating to in excess of $60 million in coverage for claims against insurer relating to its sale of tax exempt investments.
• Dispute relating to coverage under $40 million property policy for claims brought by Pennsylvania manufacturer for damage to its facility from heaving caused by expansive slag.
• Dispute relating to $250 million in coverage for ash spill.
• Dispute relating to coverage for title company for claims brought by major bank in connection with the U.S. mortgage industry meltdown.
• Dispute relating to coverage for Madoff-related claims brought against fund administrator.
• Dispute involving products liability coverage for claims against manufacturer of pain pumps.
• Dispute arising out of trade credit agreement arising out of customer’s bankruptcy.
• Dispute relating to claim for property and business interruption coverage ultimately purchased by insurer from insured in bankruptcy proceeding.
• Dispute relating to loss portfolio transfer for workers’ compensation claims.
• Dispute relating to impact of anti-stacking exclusion on professional liability coverage for a private equity fund.
• Dispute relating to impact of sunset clause on coverage provided by retrocessional reinsurance facility for workers’ comp carveout claims.
• Dispute relating to coverage under $50 million political risk insurance policy.
• Dispute relating to owner-controlled insurance program for New York City agency.
• Government investigation of a captive insurance company for a financial institutions.
• Dispute relating to coverage under crime & fidelity policy following two massive financial frauds at a bank.
• International arbitration involving 9/11-related claims against retrocessional reinsurance facility.
• Dispute relating to coverage for claims against fund trustees for breach of fiduciary duty.
• Dispute relating to coverage for product liability claims.
• Many litigations involving legal duties owed by insurance brokers, including landmark case in Missouri Supreme Court.

• Allstate’s $1 billion offering of junior subordinated debentures and $500 million offering of subordinated debentures
• Aspen’s $200 million offering of preference shares
• Aviva’s $400 million offering of capital securities (Solvency II)
• Liberty Mutual’s $1.25 billion offering of fixed to floating rate junior subordinated notes
• MetLife’s $500 million offering of junior subordinated debentures
• MetLife’s (MICC) $750 million offering of X-SURPS (Exchangeable Surplus Notes)
• MetLife’s (MLIC) $700 million offering of X-SURPS (Exchangeable Surplus Notes)
• MetLife’s $1.5 billion offering of floating rate perpetual preferred stock g MetLife’s $600 million offering of fixed rate perpetual preferred stock.
• MetLife’s $1.8 billion offering of common equity units
• MetLife’s $1.25 billion offering of junior subordinated debentures
• Nationwide’s $400 million offering of junior subordinated debentures
• RAM’s $75 million offering of floating rate preference stock
• W. R. Berkley’s $350 million offering of subordinated debentures

We have acted as transaction counsel on numerous life insurance securitizations and private structured finance transactions involving innovative techniques to finance Regulation XXX and AXXX redundant reserves for sponsors including Aegon, Aviva, Genworth, Grange Life, Legal & General, MetLife, Inc., Mutual of Omaha, RGA and UNUM, as well as other sponsors in confidential transactions.

In addition, we have advised many banks and bank affiliates in similar transactions. We have also advised on embedded value securitizations of blocks of life insurance business and closed block securitizations.

Allied World Assurance Company Holdings, AG/Transatlantic Holdings, Inc.: In connection with the proposed merger between Allied World and Transatlantic (announced June 2011 and mutually terminated in September 2011), several lawsuits were filed in the Supreme Court of the State of New York, County of New York and in the Delaware Court of Chancery, including shareholder class actions and a lawsuit by a third-party bidder, against Transatlantic, Transatlantic’s board, and Allied. The suits challenged the proposed transaction, alleging that Allied aided and abetted Transatlantic’s breach of fiduciary duties by entering into the proposed transaction. Willkie moved to dismiss all actions on behalf of Allied. The motions to dismiss the shareholder class action and the action commenced by the third-party bidder in the Delaware Court of Chancery are pending before the court. The parties stipulated to discontinuance of the shareholder actions commenced in the Supreme Court of the State of New York. After the merger agreement was terminated, shareholder plaintiffs in the Delaware Court of Chancery action amended their complaint and alleged that Allied aided and abetted a breach of fiduciary duties by Transatlantic and its board by entering into the termination agreement. Allied moved to dismiss the amended complaint, and the motion is pending before the court.

In re American International Group, Inc. Securities Litigation, No. 08-CV-4772-LTS (S.D.N.Y.): Representing AIG risk management in securities class actions and related SEC, Department of Justice, and Congressional investigations in connection with credit default swap and other mortgage-related financial instruments.

Associated Community Bancorp, Inc.: Representing Connecticut-based Associated Community Bancorp, Inc. and its banking subsidiaries (together, “Associated”) in an insurance coverage dispute with St. Paul Mercury Insurance Company (“St. Paul”), Associated’s professional liability insurance carrier. Prior to the revelation of Bernard Madoff’s Ponzi scheme in 2008, Associated served as an institutional custodian for certain customers who sought to invest with Madoff. Pursuant to various agreements, Associated was directed to transfer funds deposited by customers in their custodial accounts to Madoff for investment. Following the discovery of Madoff’s fraud, and the loss of customers’ monies, Associated was named in a series of class and individual lawsuits alleging that Associated breached its obligations to its customers under the custodial agreements. Associated was also named in regulatory action brought by Connecticut’s Banking Commissioner. Associated sought indemnification for the defense of these lawsuits from St. Paul under its bankers professional liability insurance policy. St. Paul, however, denied coverage, noting the bankruptcy of Madoff’s investment firm, and citing a policy exclusion for claims arising from an insolvency. On behalf of Associated, Willkie filed a complaint in New York State Supreme Court to enforce Associated’s contractual right to advancement of defense costs and indemnity under the St. Paul policy.

Converium Holding AG: Represented this Swiss international multiline reinsurer in the following litigation:

• Converium Ruckversicherung: Represented the Swiss insurer in an international arbitration involving 9/11-related claims against retrocessional insurance facilities.

ESAB Group, Inc. V. Zurich Insurance, plc, No. 11-1243 (4th Cir.): Secured an appellate victory on behalf of Zurich Insurance plc (“ZIP”), an Irish affiliate of long-time firm client Zurich Insurance Group. Successfully defended appeal of dismissal of insurance coverage claims in favor of arbitration under Chapter Two of the Federal Arbitration Act (“FAA”) and The Convention on the Recognition and Enforcement of Foreign Arbitration Awards (“New York Convention”).

Executive Life Insurance Company (C.D. Cal.): Served as lead counsel for Aurora National Life Assurance Company in multiparty litigation In connection with the insolvent California life insurer Executive Life, the sale of its $2 billion junk bond portfolio, and the licensing, ownership, and control of a newly created California insurer. Settled on a successful basis.

Fairfax Financial Holdings Limited v. S.A.C. Capital Management LLC, et al.: Advised S.A.C. Capital in this matter, commenced in 2006 by Plaintiffs Toronto-based Fairfax Financial Holdings and its United States subsidiary Crum & Forster Holdings Corp.  The complaint alleged that, since 2003, S.A.C. has been at the center of a criminal enterprise of hedge funds and other market participants that conspired to disseminate misinformation about Fairfax in an effort to drive down the price of its securities and profit from short positions held in those securities.  When trebled, plaintiffs sought approximately $30 billion in damages from S.A.C. and other defendants also named in the action.

On September 12, 2011, the court granted summary judgment in favor of S.A.C. Capital and Steven A. Cohen, dismissing all claims with prejudice and holding that plaintiffs failed to satisfy their burden of presenting credible evidence of S.A.C.’s wrongdoing.  The court specifically adopted Willkie’s arguments concerning S.A.C.’s trading and communications and held that the volumes of evidence purportedly showing S.A.C.’s participation in the alleged conspiracy “really seems to be nothing more than broad speculation based on circumstantial evidence.” The trial court’s decision has been appealed to the New Jersey Appellate Division.

In re General Electric Co. Securities Litigation: Secured a complete victory for the 26 underwriters of General Electric’s 2008 $12 billion securities offering in a securities class action brought by GE investors alleging the underwriters helped mislead them.

General Electric v. United States (Ct. Fed. Cl.): Counsel for GE in $1 billion dispute with government concerning pension and health care costs under government contracts.

Marsh & McLennan Companies, Inc.: Represented this premier global professional services and risk solutions firm in the following litigation:

• Bear v. Marsh: Representing insurance broker Marsh USA Inc. in a case involving an emerging area of law – whether and when a “special relationship”  exists between a policyholder and insurance broker. In its decision, the Court ruled that Marsh did not enter into a special relationship with Bear that gave rise to a heightened duty to advise and that in any event, Marsh had procured the proper policy for Bear. This ruling is significant for insurance brokers as the special relationship doctrine continues to evolve across the country.
• Marsh & McLennan Companies, Inc./Emerson Electric Company: Obtained an important victory for Marsh & McLennan on a matter of first impression in Missouri state court, arising out of Emerson’s 2005 accusation that vendor Marsh rigged bids in Emerson's insurance placements for the purpose of receiving kickbacks and earning undisclosed fiduciary interest income on Emerson's premiums. The court’s finding for Marsh clarified for the first time that a broker owes only a narrow fiduciary duty to its clients under Missouri law. The court’s finding held on appeal, which we briefed and argued on behalf of Marsh. In Emerson Electric Co v. Marsh & McLennan Companies, et al., the Supreme Court of Missouri affirmed the Missouri Court of Appeals ruling in favor of Marsh in this significant decision limiting the scope of insurance broker fiduciary duty.
• MDL Antitrust Litigation: Representing Marsh & McLennan Companies, Inc., Marsh USA Inc., and Marsh Inc. in a Multidistrict ligation stemming from civil litigation arising out of the New York Attorney General’s insurance investigation challenging certain business practices relating to the payment and receipt of contingent commissions. After a number of successes and settlements, Marsh remains a defendant in six of the remaining individual policyholder cases.

RAM Reinsurance: Represented RAM, a Bermuda-based provider of financial guaranty reinsurance, in Joyce Richardson v. RAM Reinsurance, an AAA arbitration of claims arising out of termination of employment of the chief executive officer.

SCOR: Representing the global reinsurance company SCOR (formerly Converium) in a class action relating to the company’s reserve accounting and other issues.

Underwriters/AMAG Pharmaceuticals: Represented a syndicate of underwriters led by Morgan Stanley & Co. Inc. and Goldman, Sachs in federal securities litigation in the District of Massachusetts arising out of a secondary offering of AMAG Pharmaceuticals. All federal securities claims were dismissed against the underwriters.

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 Capital Management Ltd: Represented Bermuda-based reinsurance manager Aeolus Capital Management Ltd. with raising an additional $444 million for Aeolus Property Catastrophe Fund I, LP. The Fund is a highly customized investment partnership that enables various tranches of investors to invest in portfolios of fully collateralized property catastrophe reinsurance contracts underwritten by Aeolus Re Ltd.

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.

Alea Group Holdings (Bermuda) Ltd: Advised Alea Group Holdings (Bermuda) Ltd in its sale to Catalina Holdings (Bermuda) Ltd.

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:

• Allied World Financial Services/Cunningham Lindsey: Advised Allied World Financial Services, Ltd, as part of an investor group led by CVC Capital Partners, in a recapitalization and acquisition of Cunningham Lindsey, a leading global loss adjusting and claims management firm.
• 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.

The Allstate Corporation/Lincoln Benefit Life Company: Represented Allstate in its pending sale of Lincoln Benefit Life Company to Resolution Life Holdings, Inc. for $600 million of cash consideration and $1 billion of released capital.

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/Genworth Financial Inc.: Represented Aquiline in its acquisition of Genworth Financial Inc.’s wealth management business.

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.

Ariel Re/Arrow Corporate Member Holdings LLC: Represented Ariel Holdings Ltd. and Ariel Reinsurance Company, Ltd. (Ariel Re) in the sale of Ariel Re’s insurance and reinsurance operations to Arrow, a subsidiary of Goldman Sachs Reinsurance Group.

Aspen Holdings, Inc./Markel Corporation: Advised Aspen Holdings, Inc. (doing business as FirstComp) in its acquisition by Markel Corporation.

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.
• Aviva USA/Athene Holding Ltd.: Advised Aviva in its $1.8 billion sale of Aviva USA Corporation, its U.S. life and annuities business and related asset management operations (Aviva USA), to Athene Holding Ltd. The sale was the largest M&A transaction in the life insurance industry in 2012.
• River Road Asset Management: Advised Aviva in its acquisition of River Road Asset Management, a privately-held asset manager.

Bank of America Merrill Lynch/MetLife/Administradora de Fondos de Pensiones Provida S.A.: Represented Bank of America Merrill Lynch as financial advisor to MetLife, Inc., in its approximately $2.0 billion acquisition of Administradora de Fondos de Pensiones Provida S.A., the largest private pension fund administrator in Chile by assets under management and number of contributors.

Berkshire Hathaway/Cigna: Represented 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.

The Catlin Group: Advised 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.

Dai-ichi Life/Protective Life:  Represented Tokyo-based Dai-ichi Life Insurance Company, the second largest private life insurance company in Japan and one of the top 20 global life insurers, in its $5.7 billion acquisition of Birmingham, Alabama-based Protective Life Corporation.

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.

FirstReserve: Represented 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.

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.

HCC Insurance Holdings: Represented 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.

HealthMarkets, Inc./UnitedHealth Group: Represented HealthMarkets, Inc. in the sale of its student business to UnitedHealth Group.

Homesite Group/American Family: Represented direct homeowners insurer Homesite Group, Inc. in its $616 million sale to American Family Insurance. Homesite is a leader in direct-to-consumer homeowners, renters and condominium insurance, using the internet, call centers and technology-enabled platform solutions.

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.

ING/Global Atlantic: Advised ING in the sale of its annuity business to Global Atlantic.

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.

Lancashire Holdings Limited:  Represented Lancashire Holdings Limited in its £266 million pending acquisition of Cathedral Capital Limited and related Lloyd’s managing agency and syndicates.

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.

Pinebrook Partners/Global Atlantic Financial Group: Advised an investor group, including Pine Brook Partners, in its investment in Global Atlantic Financial Group.

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.

Protective Life Corporation/MONY Life Insurance Company: Advised 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.

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.:  Advised RenaissanceRe Holdings Ltd. in its entering into an agreement to sell its U.S.-based weather and weather-related energy risk management unit, RenRe Energy Advisors Ltd. (“REAL”), to Munich Re.  Based in Bermuda, RenaissanceRe is a global provider of reinsurance and insurance.  Recognized for expertise in weather, energy markets, modeling and portfolio management, REAL provides risk management products across the globe.

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.

SPARTA Insurance Holdings, Inc.: Represented Sparta Insurance Holdings, Inc. in its pending sale to Catalina Holdings (Bermuda) Limited. 

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.

Swiss Re/Compañía Aseguradora de Fianzas S.A. Confianza: Represented Swiss Re Corporate Solutions in its acquisition of a majority stake in Compañía Aseguradora de Fianzas S.A. Confianza.

Torus Insurance Holdings Limited/Glacier Insurance AG: Represented Torus Insurance Holdings Limited  in its acquisition of Glacier Insurance AG.

Torus Insurance Holdings/Enstar Group Limited: Represented Torus Insurance Holdings Limited in its pending sale to Enstar Group for $692 million.

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./Canopius Holdings Bermuda Limited: Represented Tower Group Inc. merger agreement with Canopius Holdings Bermuda Limited, a privately owned Bermuda limited company – Canopius Bermuda. As a result of the transaction, Tower will combine its business with Canopius Group’s Bermuda reinsurance operations. An affiliate of Canopius will acquire all of Tower’s common stock in exchange for a mix of stock in Canopius and cash.
• 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 Insurance Group/Brown & Brown:  Represented The Wright Insurance Group, LLC in its $602.5 million pending sale to Brown & Brown, Inc. Based in Uniondale, NY, The Wright Insurance Group is a specialty insurance holding company devoted to finding solutions for businesses, municipalities, education systems and individuals.  The deal provides Brown & Brown with a substantial presence in the national flood insurance program (NFIP).

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.

Zurich Financial Services Group: Advised this Switzerland-based leading multiline insurance provider with operations in more than 170 countries on complex transactions with the following companies:

• Farmers Group (RegCaPS): Advised Zurich on the offering of $1.25 billion of hybrid securities designed to provide subordinated capital qualifying for (i) dividends received deduction to U.S. corporate holders (i.e., equity treatment) and (ii) interest deductions to Swiss parent (i.e., debt treatment).