The Firm’s clients are among the largest U.S. and non-U.S. insurance and reinsurance companies and intermediaries.
S&C provides dedicated insurance expertise in corporate, mergers and acquisitions, capital markets, private equity, risk transfer, insurance regulatory, tax and litigation matters.
The Firm has in-depth expertise in:
- mergers, acquisitions and other change-of-control transactions;
- financings and the applicable disclosure requirements;
- restructurings, including rehabilitations, liquidations and other financial distress situations;
- offshore insurers and reinsurers;
- demutualizations and mutual holding company structures;
- reinsurance transactions;
- insurance derivatives, insurance risk securitization, transformer vehicles and captives;
- Dodd-Frank Wall Street Reform and Consumer Protection Act and U.S. federal regulation of insurers and affiliates, including the Systemically Important Financial Institution designation process;
- Financial Stability Board and International Association of Insurance Supervisors regulation, including G-SII designation and ComFrame;
- European Union matters, including Solvency II;
- Sarbanes-Oxley Act disclosure and corporate governance matters;
- regulatory investigations;
- antitrust and the McCarran-Ferguson Act;
- the Terrorism Risk Insurance Act of 2002 and amendments; and
- U.S. taxation of insurance companies.
The Insurance Group frequently deals with insurance departments in New York and other states, as well as with non-U.S. insurance regulators. Together with the Firm’s Banking Group, the Insurance Group works closely with U.S. federal banking authorities.
SELECTED REPRESENTATIONS
Recent Sullivan & Cromwell experience in insurance M&A includes representations of:- Charles Steven Monat, in the sale of Charles Monat Limited to Willis Group Holdings.
- Goldman Sachs, in the acquisition of 50 percent of the share capital of the Hastings Insurance Group.
- Goldman Sachs, in the sale of 64 percent of the shares in Rothesay Holdco UK to funds managed by affiliates of The Blackstone Group, GIC Private and Mass Mutual.
- Tower Group International, in its merger with ACP Re.
- AXA, in the sale of AXA Private Equity (AXA PE) to a consortium of AXA PE management and other co-investors.
- AXA, in a pending acquisition of 50 percent of Tian Ping.
- BBVA, in the sale of a stake in AFP Horizonte to Grupo de Inversiones Suramericana and the Bank of Nova Scotia.
- BBVA, in the sale of its stake in AFP Provida to MetLife.
- Genworth Financial, in the sale of Genworth Financial Wealth Management and Altegris to Aquiline Capital Partners and Genstar Capital.
- Ally Financial, in the sale of ABA Seguros to ACE Group of Insurance & Reinsurance.
- Aviva USA, in the acquisition by Athene Holding from Aviva.
- BBVA, in the sale of BBVA (Panamá) to Leasing Bogotá, Panamá.
- BBVA, in the sale of BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías to Sociedad Administradora de Fondos de Pensiones y Cesantías, Porvenir, as purchaser, and Grupo Aval Acciones y Valores, as guarantor.
- Lightyear Capital, in gaining a majority interest in Cooper Gay Swett & Crawford.
- Lightyear Capital, in the purchase of Paradigm Acquisition from an affiliate of Sterling Partners.
- ING Groep, in the sale of ING Direct Canada to the Bank of Nova Scotia.
- Swiss Re Life Capital, in the sale of the U.S. portion of Swiss Re’s Admin Re division to Jackson National Life Insurance.
- UnitedHealthcare, in its acquisition of Amil Participações.
- Goldman Sachs, in its purchase of 19.9 percent stake in Enstar Group.
- Goldman Sachs, in the acquisition of equity interest in Taikang Life Insurance from AXA Life.
- ING Groep, in its sale of ING Direct USA to Capital One Financial.
- ING Groep, in the sale of most of its real estate management activities to CB Richard Ellis Group.
- ING Groep, in the sale of ING Clarion Partners to Lightyear Capital.
- ING Groep, in the sale of its Latin America pensions, life insurance and investment management operations to Grupo de Inversiones Suramericana.
- Medco Health Solutions, in its merger with Express Scripts.
- Pacific Life Insurance, in its purchase of the life retrocession business of Manulife Financial.
- Prudential Financial, in the sale of its global commodities business to Jefferies Group.
- Royal Bank of Canada, in the sale of Liberty Life Insurance to Athene Holding and Protective Life.
- Tokio Marine Holdings, in its acquisition of Delphi Financial Group.
- UnitedHealthcare, in its acquisition of XLHealth.
- AIG, in the sale of Alico to MetLife.
- AIG, advising with respect to U.S. regulatory approvals, in the proposed sale of AIA to Prudential.
- Allianz France, in the sale of Allianz AAM to Nexar Capital.
- Apollo Management, in its acquisition of Brit Insurance.
- Lightyear Capital, in the sale of the Nau Group to QBE Insurance Group.
- Lightyear Delos Acquisition, in its merger with Southwest Insurance Partners.
- AIG, in the divestiture of Transatlantic Re.
- AIG, in the sale of Hartford Steam Boiler to Munich Re.
- AmTrust Financial, in the sale of its insurance brokerage business to WesBanco Bank.
- CastlePoint, in its merger with Tower Group.
- Goldman Sachs, in its acquisition of Hanover Insurance Group’s life insurance business.
- IPC Holdings, in its acquisition by Validus Holdings, following the termination of consolidation with Max Re.
- Mitsui Sumitomo, in a three-way business merger with Aioi Insurance and Nissay Dowa General Insurance.
- Paris Re, in its acquisition by PartnerRe.
Recent S&C experience in insurance financing equity as counsel to the issuer or investor includes representing:
- ING U.S., in its SEC-registered IPO and NYSE listing.
- Essent Group, in its SEC-registered IPO and NYSE listing.
- ING U.S., in its SEC-registered common-stock offering.
- AIG, in its SEC-registered common-stock offerings.
- Unipol Gruppo Finanziario, in an international rights offering.
- Fairholme Capital Management, in the purchase of H shares of China Pacific Insurance (Group).
- AIG, in its SEC-registered common-stock offering.
- AIG, in its secondary sale of MetLife common stock.
- PMI Group, in its SEC-registered common-stock offering.
- Prudential, in its SEC-registered common-stock offering.
- ING Groep, in an international rights offering.
- Prudential, in the private placement of exchangeable surplus notes to Nippon Life.
- Prudential, in its first common-stock offering since its demutualization in December 2001.
Recent S&C experience in insurance financing equity as counsel to the underwriter includes representing:
- China Reinsurance (Group) Corporation, in its $2.0 billion global offering and listing on The Stock Exchange of Hong Kong
- Fidelity National Financial, in its SEC-registered stock offering.
- China Pacific Insurance (Group), in its common-stock private placement.
- The Peoples Insurance Co. (Group) of China, its Rule 144A/Reg. S IPO and Hong Kong listing.
- New China Life Insurance, in its IPO.
- Dai-ichi-Mutual Life, in its IPO.
At the time, this was the second-largest Japanese IPO to ever take place.
- Lincoln National, in its SEC-registered common-stock offering.
- AIA Group, in its Rule 144A/Reg. S IPO.
At the time, this was the largest-ever insurance IPO.
- Lincoln National, in SEC-registered public equity offering.
- Ameriprise, in its SEC-registered common-stock offering.
- AXA, in an international rights offering.
- AIG, in SEC-registered medium-term note shelf offerings.
- Assurant, in an SEC-registered senior notes offering.
- ING U.S., in Rule 144A/Reg. S guaranteed bonds. (2013)
- ING U.S., in an SEC-registered exchange offer. (2013)
- Prudential Financial, in an SEC-registered junior subordinated notes offering.
- Sompo Japan Insurance, in Rule 144A/Reg. S subordinated bonds.
- AIG, in SEC-registered debt offerings.
- AIG, in an SEC-registered exchange offer.
- Mitsui Sumitomo Insurance, in a Rule 144A/Reg. S hybrid offering.
- Prudential Financial, in SEC-registered junior subordinated notes offerings.
- Unum Group, in an SEC-registered notes offering.
- Allianz, in Rule 144A/Reg. S insurance-backed notes.
- AIG, in an SEC-registered exchange offer.
- AIG, in an SEC-registered debt offering.
- AXA Global, in a Rule 144A/Reg. S insurance-backed notes offering.
- PMI Group, in its SEC-registered convertible debt offering.
- Prudential, in an SEC-registered debt offering.
- AXA Global, in a Rule 144A/Reg. S insurance-backed notes offering.
- Unum Group, in an SEC-registered notes offering.
Recent S&C experience in insurance financing debt as counsel to the underwriter includes the following matters:
- Navigators Group, in an SEC-registered senior notes offering.
- Farmers Exchange, in Rule 144A/Reg. S surplus notes.
- AmTrust Financial, in a Rule 144A notes offering.
- Aflac, in an SEC-registered senior notes offering.
- Lincoln National, in an SEC-registered debt offering.
- Aetna, in an SEC-registered senior notes offering.
- Aflac, in an SEC-registered senior notes offering.
- Fidelity National Financial, in an SEC-registered global notes offering.
- Lincoln National, in an SEC-registered debt offering.
- Nippon Life Insurance, in a Rule 144A/Reg. S callable subordinated notes offering.
- AmTrust Financial, in a Rule 144A convertible debt offering.
- Fidelity National Financial, in an SEC-registered senior notes offering.
- Aetna, in an SEC-registered senior notes offering.
- Aflac, in an SEC-registered senior notes offering.
- Ameriprise, in an SEC-registered debt offering.
- Fidelity National Financial, in an SEC-registered senior notes offering.
- Lincoln National, in an SEC-registered debt offering.
- Mutual of Omaha, in a surplus notes offering.
- Pacific LifeCorp, in a senior notes offering.
- HCC, in an SEC-registered debt offering.
- Lincoln National, in an SEC-registered debt offering.
- Guardian, in a surplus notes offering.
- Aflac, in its SEC-registered senior notes offering.
- Pacific Life, in a surplus notes offering.
- Ameriprise, in SEC-registered senior notes offerings.
