American International Group, Inc. Sells United Guaranty Corporation to Arch Capital Group, Ltd. for $3.4 Billion

December 31, 2016

S&C advised American International Group, Inc. in the completion of its previously announced $3.4 billion sale of United Guaranty Corporation (UGC) to Arch Capital Group Ltd., a Bermuda-based global writer of specialty lines of property and casualty insurance and reinsurance, as well as mortgage insurance and reinsurance.
UGC is headquartered in Greensboro, North Carolina. As part of its strategic actions to maximize shareholder value, on January 26, 2016, AIG announced its plan to sell up to 19.9 percent of its interest in UGC in an initial public offering as a first step towards a full separation. UGC filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission on March 30, 2016 and an amended Form S-1 on May 20, 2016 before AIG agreed to sell 100 percent of its interest in UGC to Arch on August 15, 2016. S&C represented both AIG and UGC in the IPO and sales processes.
The S&C team advising AIG on the transaction was led by Robert DeLaMater and Jared Fishman, along with Kathryn Freund, Adam Josephs, Philip Mercadante and Michael Williams, with Eric Wang, Alexander Apostolopoulos, Jameson Lloyd and Michelle Lu advising on tax matters; Heather Coleman and Stephen Wilson advising on employee benefits matters; John Estes and Joyce Kwok advising on financing matters; Michael M. Wiseman, Andrew Gerlach, Jason Cabral and Stephen Lam advising on financial regulatory matters; Juan Rodriguez, Joseph Matelis, Eric Queen and Michael Engel advising on antitrust matters; Robert Fettman advising on insurance regulatory matters; and Matthew Brennan advising on environmental matters.