Insurance: non-contentious in United States

Debevoise & Plimpton LLP

Debevoise & Plimpton LLP’s insurance transactional capabilities include M&A, finance, and capital markets, with expertise in regulatory, taxation, and litigation matters. Clients include major insurers, reinsurers, asset management firms, private equity funds and other capital providers, intermediaries, and significant industry associations. Nicholas Potter recently advised Jackson National Life Insurance Company on its agreement to reinsure 100% of the Group Payout Annuity business of John Hancock Life Insurance Company, reinsuring $5.5bn of statutory reserves. He heads the practice jointly with John Vasily, who focuses on significant insurance M&A deals in emerging markets as well as in the United States. David Grosgold focuses on mergers and acquisitions, joint ventures, reinsurance and bancassurance transactions in the US, Latin America, and Asia. Marilyn Lion’s practice includes insurance industry transactions and insurance and reinsurance regulatory matters. Alexander Cochran focuses on corporate transactions in the insurance industry, including mergers and acquisitions, financings, and pension risk transfer transactions. All named partners are based in New York.

Practice head(s):

Nicholas Potter; John Vasily

Key clients

AIG Group

American International Group

AmTrust Financial Services

AXA

Blackstone Group

Canadian Pension Plan Investment Group

The Carlyle Group

Chubb Limited

Global Atlantic Financial Group

Hamilton Insurance Group

MetLife

Morgan Stanley

Prosperity Life Insurance Group

Resolution Re

Swiss Reinsurance Company

TIAA

Wilton Re Group

Work highlights

  • Advised Alaska National Insurance Company in its acquisition by Copperpoint Insurance Companies and the acquisition of its wholly-owned subsidiary Alaska National Insurance Company.
  • Advised Chubb International Holdings on its acquisition of two Chilean insurance companies, Banchile Seguros de Vida SA and Segchile Seguros Generales SA.
  • Advised Prudential Financial on its $2.35bn acquisition of Assurance IQ, a direct-to-consumer wellness platform.
  • Advised Centerbridge Partners, a private investment firm, on its investment in GoHealth.
  • Represented Japan Post Holdings in its planned purchase of approximately 7% of outstanding common shares of Aflac Incorporated through a trust.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP’s insurance group handles transactions involving life and annuity, property and casualty, health, title and reinsurance, and run-off. The team has a strong record in ‘bet-the-company’ transactions, insurance litigation, captive insurance company formations, and restructurings and reorganizations. They represent leading insurance and reinsurance companies, private equity firms, and financial advisors and underwriters. Practice head Todd Freed led MassMutual International’s $1.7bn sale of MassMutual Asia to an investor group including Yunfeng Financial Group Limited. Freed and Elena Coyle, who was recently promoted to partner, advised Express Scripts Holding Company in its $67bn acquisition by Cigna. Also of note is that Freed was joined by team members Jon Hlafter, Michael Homison, and Dwight Yoo in advising funds managed by Stone Point Capital, along with Zyskind-Karfunkel family funds, in their $2.8bn joint acquisition of a stake in AmTrust. All named lawyers are based in New York.

Practice head(s):

Todd Freed

Work highlights

  • Advised Centene Corporation in its $17.3bn acquisition of WellCare Health Plans, a New York Stock Exchange-listed health insurer focused primarily on providing government-sponsored managed care services.
  • Represented funds advising Stone Point Capital and Privilege Underwriters in its pending $3.1bn sale to Tokio Marine Holdings.
  • Advised Acrisure in its $2bn preferred stock recapitalization led by Blackstone’s GSO Capital Partners and Tactical Opportunities businesses, Partners Group, and Harvest Partners SCF.
  • Advised Ameriprise Financial in its $1.1bn sale of Ameriprise Auto & Home Insurance Agency to American Family Insurance Mutual Holding Company.
  • Advised TPG in a $777m SEC-registered secondary sale of its remaining equity ownership of Assurant.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP provides a comprehensive range of transactional and regulatory services for insurance clients, with a distinctive offering in reinsurance cessions through alternative risk transfer. In a representative M&A transaction, Alexander Dye advised Protective Life Corporation in its acquisition via reinsurance of Great-West Life & Annuity Insurance Company’s individual life insurance and annuity business, in an estimated capital investment of $1.2bn. On the securities side, John Schwolsky represented MetLife in connection with its first yen-denominated notes offering, with an aggregate principal amount of ¥151.7bn. The ‘deeply experienced’ and ‘extraordinarily knowledgeable’ Schwolsky co-leads the practice with Dye, who has a ‘particular gift for working with smart, demanding boards of directors’. Michael Groll, who has extensive experience in sidecar transactions, catastrophe bonds, and ILS fund formations, is also noted. All named partners are based in New York.

Practice head(s):

Alexander Dye; John Schwolsky

Other key lawyers:

Michael Groll

Key clients

Aegon

Assurant

Assured Guaranty

CNO Financial

Protective Life Corporation

Genworth Financial

MetLife

Mutual of Omaha

Prudential Financial

QBE Insurance

Swiss Re

W.R. Berkley Corporation

Zurich Financial Services

New York Life

Dai-ichi Life Insurance Company

Work highlights

  • Represented RenaissanceRe Holdings in its deal to acquire Tokio Marine Holdings’ reinsurance platform in a $1.5bn transaction.
  • Acted as counsel to Northwestern Mutual in a Rule 144A/Regulation S offering of $600m 3.625% Surplus Notes, followed by a private exchange offer for outstanding $1.75bn 6.063% Surplus Notes.
  • Represented AXA Equitable Holdings in the offering of one million pre-capitalized trust securities.
  • Represented RenaissanceRe in the negotiation and formation of Vermeer Re, a joint venture between RenaissanceRe and PGGM, a Dutch pension plan.
  • Represented the sellers in the sale of Hospitals Insurance Company and all of the assets of FOJP Service Corporation to The Doctors Company for $650m.

Clifford Chance

Core strengths at Clifford Chance include advising start-up reinsurance companies, investment structuring, M&A bolt-on acquisitions, investment management arrangements, and new company formation. In this area, practice co-head Gary Boss advised Apollo Global Management on the formation of a Bermudan reinsurance vehicle to enter into collateralized reinsurance transactions. Other key offerings include advice on innovative investment strategies which combine lines of reinsurance risk with alternate investment strategies. Joint practice head Nick Williams has extensive experience in insurance regulatory and compliance work, and provided guidance to Sumitomo Mitsui Banking Corporation on best practices for its insurance program in the US. Alternative capital and collateral management expert Analisa Dillingham is recommended for her ‘knowledge and practical sense’. Senior associates Dean Agnos and Kirsten Gaeta are also noted.

Practice head(s):

Gary Boss; Nick Williams

Testimonials

‘Analisa Dillingham’s knowledge and practical sense are valuable to us’

‘The Clifford Chance team is tireless in providing exceptional client service and a high-quality work product’

‘They have deep industry and regulatory knowledge and very practical experience in transactional, tax, and regulatory matters for insurance and reinsurance’

Key clients

Apollo Global Management

Legal & General / William Penn

Chubb

Berkshire Hathaway Specialty Insurance

AIG

Slice Labs

Mastercard

Watford

TIAA

Enstar

Work highlights

  • Advised Apollo Global Management on the formation of a Bermudan reinsurance vehicle to enter into collateralized reinsurance transactions in segregated cells supporting leading underwriters.
  • Advised Watford, a hedge fund insurance and reinsurance vehicle, in connection with the direct listing of its common shares on the Nasdaq Global Select Market.
  • Advised Slice Insurance Technologies on managing its second round capital raise and negotiating a new venture with a private equity firm.
  • Advised Sedgwick on its acquisition of York Risk Services Group.
  • Advised Premia, a start-up reinsurer dedicated to runoff, on its expansion into the European and US insurance markets.

Eversheds Sutherland

Eversheds Sutherland’s insurance team has extensive experience in pension risk transfer transactions and also handles product development, restructurings, and asset management. The team has a strong presence in Washington DC through compliance and regulatory specialist Stephen Roth, and a corresponding proximity to regulatory initiatives. On the transactional side, Jim Dwyer advised Symetra Life Insurance Company on the sale of its structured settlement and income annuity business to Resolution Re, resulting in the transfer of $5.7bn in statutory reserve liabilities. Practice heads John Pruitt and Cynthia Shoss advised several clients in connection with rehabilitation proceedings initiated against Scottish Re involving the transfer of substantial reserve liabilities. All named partners other than Roth are based in New York.

Practice head(s):

John Pruitt; Cynthia Shoss

Key clients

Allianz

Allstate

Arch Capital Group

Associated Electric & Gas Insurance Services

Capital One

Fairfax Financial

Further Global

Great-West Life & Annuity Insurance Company

Horace Mann Educators Corporation

Legal & General

MassMutual

Nationwide

Pan American Life

Phoenix Life

Royal & Sun Alliance

Security Benefit Life

Symetra Life Insurance Company

Talcott Resolution

Unum

Venerable Annuity

Voya Financial

Wilton Re

Zurich Insurance Group

Work highlights

  • Represented Great-West Life & Annuity Insurance Company on the sale of its life and annuity insurance business to Protective Corporation for an estimated $1bn.
  • Advised Horace Mann on its acquitision of Benefit Consultants Group for $25m;  National Teachers Associates, including two insurance companies domiciled in Texas and New York, for $405m; and the reinsurance of a legacy annuity block to RTA worth $2.8bn in reserve liabilities.
  • Represented Aflac as regulatory counsel in connection with its strategic alliance with Japan Post Holdings that included Japan Post acquiring a 7% minority stake in Aflac for circa $2.4bn.
  • Insurance team acted as adviser and panel counsel to Allstate in its acquisition of PlumChoice, a cloud, technical support and insurtech company, in a $30m deal.
  • Led work for Voya Financial in the restructing of Ballantyne Re and the novation of its securitized individual life reinsurance block to Swiss Re Life & Health America for $260m.

Mayer Brown

Mayer Brown advises clients on insurance-linked securities, equity capital transactions, regulatory issues, and strategic M&A across the life insurance, property, and casualty and MGA/MGU segments of the industry. Key names include San Francisco-based Kara BaysingerLawrence Hamilton in Chicago, as well as Stephen Rooney, David Alberts, and associate David Heales in New York.

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP advises life and annuity, health and managed care, financial guaranty, and property and casualty companies. The group is experienced in insurance-related M&A, private equity, risk transfer, and insurance regulatory, tax, and litigation matters. New York-based Stephen Kotran is the key name.

Other key lawyers:

Stephen Kotran

DLA Piper LLP (US)

The insurance team at DLA Piper LLP (US) has particularly strong offerings in insurtech and venture capital, and also handles cross-border M&A, restructurings, product development, entity formation and dissolution, and investigations. Prakash (PK) Paran and David Luce managed a number of M&A transactions for the Zurich Insurance Group, including the acquisition of two intermediary businesses. Paran jointly heads the practice with Michael Murphy, who has experience in representing insurance clients in claims relating to the energy and construction sectors. Senior counsel and financial services regulatory specialist Nicholas Kourides is also noted. All named partners are based in New York.

Other key lawyers:

David Luce; Nicholas Kourides

Key clients

Zurich

AIG

Aviva

AON

Hudson Structured Capital Management

Blackstone

International Australia Group

Ares Capital

Liberty

Swiss Re

Work highlights

  • Advised AIG on the acquisition of its managing agent and legal representative in Greece from its shareholders in a deal worth €20m.
  • Advised AON on a number of cross-border acquisitions and disposals in Europe and Asia, managed from New York.
  • Represented Zurich Financial Group in a $599m loss portfolio transfer and business sale of pre-1986 US asbestos and environmental liabilities in a run-off transaction.
  • Represented Palomar Holdings in connections with its IPO resulting in gross proceeds of $97m.
  • Advised on IAG’s intended insurance-linked security transaction utilizing a special purpose issuer incorporated in Singapore.

Sidley Austin LLP

Sidley Austin LLP advises insurance industry clients on domestic and cross-border M&A, strategic transactions, and related services including private equity and venture capital investments and the development of alternative transaction structures. Jonathan Freedman is a contact in New York.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP acts for clients in the property and casualty, life and annuity, health, brokerage, and services subsectors of the insurance industry. The team handles M&A transactions and represents private equity firms with their investments in insurance holding companies, brokers, and other intermediaries. In this space, joint practice head Gary Horowitz represented Sedgwick in connection with its sale to funds affiliated with the Carlyle Group and Stone Point Capital. Fellow practice head Lee Meyerson advised affiliates of the Carlyle Group on their proposed acquisition of a majority interest in the Hilb Group, a middle market insurance agency. Both are based in New York.

Practice head(s):

Gary Horowitz; Lee Meyerson

Work highlights

  • Represented Massachusetts Mutual Life Insurance Company in its sale of OppenheimerFunds to Invesco.
  • Represented USI Insurance Services in its acquisition of US Risk Insurance Group.
  • Represented Grup Rizek in its acuisition of Scotiabank’s pension fund and insurance business in the Dominican Republic.
  • Represented the underwriters in Reinsurance Group of America’s $600m senior notes offering.
  • Advised USAA in the sale of its asset management company to Victory Capital Holdings.