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.

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.

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.

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.

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.

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

James River Group Holdings, Ltd.: Represented the underwriters in connection with James River Group Holding’s public offering of the company’s common shares, valued at $201,422,500.

Lancashire Holdings Limited: Represented Lancashire Holdings Limited on its inaugural offering of $450 million aggregate principal amount of 5.625% Fixed-Rate Reset Junior Subordinated Notes due 2041. 

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 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.

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 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: 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.

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.

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.
• $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.

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:

• $400 million aggregate principal amount of 3.550% Senior Notes due 2052.
• $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.

• 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
• 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.

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

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.

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.

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.

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.
• 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.

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.

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. 

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.

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.

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.

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. 

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.

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.

Securitas/Ineas, BV: Counseled the Securitas fund in connection with its investment in Amsterdam-based Ineas, Europe's first online pan-European insurance brokerage.

Truist Insurance Holdings/Constellation Affiliated Partners/RedBird Capital Partners: Represented Truist Insurance Holdings in its acquisition of Constellation Affiliated Partners.

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:

• RMI Consulting: Represented WRM America in its acquisition of the risk management consultants RMI Consulting. Terms were not disclosed.

Weinberg Capital Partners/Résilians: Represented Weinberg Capital Partners on its announced sale of its majority stake in Résilians to Motion Equity Partners.

Zurich Financial Services Group: Represented the Switzerland-based global insurance and financial services company in its transactions with the following companies:

• 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).