Todd E. Freed



Mergers and Acquisitions; Financial Institutions

New York

T: +1.212.735.3714

F: 1.917.777.3714


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Todd Freed focuses on mergers and acquisitions, corporate finance and private equity, primarily in the financial services industry. Mr. Freed is the co-head of the firm’s Financial Institutions Group and leads the firm’s insurance M&A practice.

Mr. Freed has significant experience representing public and private acquirers and target companies, private equity firms, and investment banks in a variety of U.S. and international mergers and acquisitions, capital-raising transactions, restructurings, and other corporate matters. Mr. Freed is a leading practitioner in contested transactions, proxy contests and corporate governance and regulatory matters. In addition, he advises clients with respect to takeover preparedness, SEC reporting obligations and cybersecurity matters.

Mr. Freed repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and has been specifically recognized for his leading experience in the insurance industry, including in the Best Lawyers in America in 2016. Mr. Freed also has consistently been named as a leading lawyer in the mergers and acquisitions category in IFLR1000 and repeatedly recognized in Lawdragon 500 Leading Lawyers in America. In addition, he was named a “Client Service All-Star” by The BTI Consulting Group in its 2015 and 2014 Client Service All-Stars reports.

Mr. Freed’s representative transactions include:

  • NTL Incorporated (Virgin Media Inc.) in its $23 billion restructuring implemented through a prearranged Chapter 11 filing and parallel administration in the United Kingdom;
  • Rite Aid Corporation in its pending $9.4 billion merger with Walgreens Boots Alliance, Inc.; and $2 billion acquisition of Envision Pharmaceutical Holdings, LLC;
  • Credit Suisse as financial advisor to Tokio Marine Holdings, Inc. in its $7.5 billion merger with HCC Insurance Holdings, Inc.;
  • Credit Suisse as financial advisor to PartnerRe Ltd. in its $6.9 billion acquisition by EXOR S.p.A.;
  • Centene Corporation in its $6.8 billion merger with Health Net, Inc.;
  • Safeco Corporation in its $6.2 billion merger with Liberty Mutual Insurance Company;
  • Amerigroup Corporation in its $4.9 billion merger with WellPoint, Inc.;
  • XL Group plc in its: $4.2 billion recommended cash-and-stock acquisition of Catlin Group Limited; proposed parent company redomestication from Ireland to Bermuda; and $570 million sale of XL Insurance Ltd.’s wholly owned subsidiary, XL Life Reinsurance Ltd., to GreyCastle Holdings Ltd.;
  • HealthSpring, Inc. in its $3.8 billion merger with Cigna Corporation;
  • Endurance Specialty Holdings Ltd. in its: $1.8 billion merger with Montpelier Re Holdings Ltd.; and proposed $3.2 billion unsolicited acquisition of Aspen Insurance Holdings Limited;
  • Harbor Point Limited in its $3 billion merger of equals with Max Capital Group Ltd.;
  • Amerus Group Co. in its $3 billion merger with Aviva plc;
  • Validus Holdings, Ltd. in its: proposed $3.4 billion unsolicited acquisition of Transatlantic Holdings, Inc.; $1.7 billion merger with IPC Holdings, Ltd.; $690 million acquisition of Western World Insurance Group, Inc.; $623 million merger with Flagstone Reinsurance Holdings, S.A.; share repurchase transactions totaling $300 million, including a fixed price self tender offer and sponsor repurchase transactions; $300 million modified “Dutch auction” self tender offer; $200 million modified “Dutch auction” self tender offer; and the underwriters in Validus’ $250 million senior notes offering;
  • Wilton Re Holdings Limited in its: $1.8 billion sale to Canada Pension Plan Investment Board; initial formation and $630 million capital raise from a consortium of private equity firms; sale of a controlling interest to Lehman Brothers Holdings Inc.; acquisition of Texas Life Insurance Company from Metlife, Inc.; share repurchase transactions totaling $460 million; $300 million senior notes offering; and $200 million capital raise from affiliates of Kelso & Company;
  • Fidelity & Guaranty Life in its pending $1.6 billion merger with Anbang Insurance Group Co., Ltd.;
  • State Farm in the $1.5 billion sale of its Canadian operations to Desjardins Group and related $400 million investment in preferred shares of Desjardins Group’s post-closing property and casualty insurance business;
  • Crestview Partners and Pine Brook Road Partners as founding investors in a $1.5 billion equity capital raise by Fidelis Insurance Holdings Limited;
  • Delaware Life Holdings, LLC in its $1.35 billion acquisition of the U.S. annuity business and certain life insurance businesses of Sun Life Financial Inc.;
  • The Travelers Companies, Inc. in its: $1.1 billion acquisition of The Dominion of Canada General Insurance Company; $490 million joint venture with J. Malucelli; sale of its nonstandard auto business to Kingsway America Inc.; sale of its CATRisk unit to Friedman Fleischer & Lowe Capital Partners and Hellman & Friedman Capital Partners; and sale of the renewal rights associated with Travelers’ NFIP insurance business to Assurant, Inc.;
  • Hartford Steam Boiler in its $1.1 billion merger with American International Group, Inc.;
  • Consortium of private equity firms in the initial formation and $1 billion capital raising of Ironshore, Inc.; and Ironshore, Inc. in its acquisition of Excess Risk Reinsurance, Inc.;
  • American Financial Group, Inc. in its proposed acquisition of the outstanding shares of National Interstate Corporation it does not already own;
  • Hamilton Insurance Group, Ltd. in its acquisition of S.A.C. Re, Ltd. and its initial formation and capital raise;
  • Privilege Underwriters, Inc. in its equity recapitalization with investments from funds managed by Stone Point Capital, KKR and the management team; and the sale of a 10 percent ownership stake to XL Group plc;
  • Jackson National Life Insurance Company in its $621 million acquisition of the U.S. life reinsurance operations of Swiss Re; and $260 million acquisition of Life of Georgia from ING America;
  • American Medical Security Group, Inc. in its $600 million merger with PacifiCare Health Systems, Inc.;
  • Special Committee of James River Group, Inc. in the company’s $600 million acquisition by an investor consortium led by D. E. Shaw Group;
  • FBL Financial Group, Inc. in its $470 million sale of EquiTrust Life Insurance Company; and share repurchase transactions totalling $110 million, including a modified “Dutch auction” self tender offer and majority shareholder repurchase transaction;
  • Moelis & Company as financial advisor to Assured Guaranty Ltd. in its pending $450 million acquisition of CIFG Holding Inc.;
  • MassMutual Life Insurance Company in its $400 million acquisition of the Retirement Plans business of The Hartford Financial Services Group, Inc.;
  • C. V. Starr & Co., Inc. in its $400 million self-tender offer;
  • Fortress Investment Group in its $320 million acquisition of Alea Group Holdings (Bermuda);
  • Global Indemnity plc in its acquisition of American Reliable Insurance Company from Assurant, Inc.;
  • Amherst Holdings, LLC in the combination of its broker-dealer business, Amherst Securities Group, L.P., with Pierpont Securities Holdings LLC;
  • Narragansett Bay Insurance Company in its reorganization and $200 million funding agreement with Pine Brook Capital Partners, L.P.; Soros Strategic Partners, L.P. and RenaissanceRe Holdings Ltd.;
  • Stone Point Capital in its: acquisition of an approximately 10 percent ownership stake in Enstar Group Limited from J. Christopher Flowers and private investment funds advised by J. C. Flowers & Co.; and joint venture with XL Group plc of a Bermuda-based company to act as an investment manager in insurance-linked securities and other reinsurance capital markets products;
  • Group Dental Service, Inc. in the sale of a controlling interest to Coventry Health Care, Inc.;
  • Delaware Street Capital Advisors and J.C. Flowers in their acquisition of a controlling interest in Affirmative Insurance Holdings, Inc. and Delaware Street Capital’s subsequent sale of its stake in Affirmative Insurance Holdings, Inc.;
  • Westport Innovations Inc., in its revised 50/50 Cummins Westport Inc. joint venture and engine supply agreement with Cummins Inc.; and
  • Fifth Street Finance Corp. in its settlement with activist investor RiverNorth Capital Management, LLC.

Bar Admissions

New York


J.D., Ohio State University College of Law, 1997 (summa cum laude; Associate Editor, Ohio State Law Journal)

B.S., Ohio State University, 1988 (summa cum laude)