Overview
"Skadden fields a renowned M&A practice that also demonstrates regulatory strength, enabling it to oversee an impressive array of highly sophisticated transactions in the insurance industry." — Chambers USA 2023
Skadden is one of only a few global law firms that have an insurance practice focusing on transactional, finance and regulatory matters, with experience in the U.S., U.K. and throughout Asia, Europe and Latin America. This experience allows us to provide sophisticated full-service insurance transactional advice regardless of the size of a transaction — whether it be a high-profile industry transaction or a smaller deal with strategic importance for our clients. We bring the same dedication and experience to every matter, regardless of size.
Our clients include insurers, reinsurers, brokers, service providers (TPAs and MGAs), insurtech companies, asset management firms and financial sponsors, hedge funds, family offices and other providers of private capital. We advise on all sectors of the insurance industry, including P&C, life and annuities, long-term care and health care.
In recognition of our work, Skadden has been ranked in the top tier for insurance law by Best Lawyers Best Law Firms and named repeatedly among the top firms for insurance by Chambers USA. According to Mergermarket, for 2023 we were ranked first for financial services/insurance M&A by deal value when representing principal advisors globally. According to S&P Global, for 2023 we were the No. 1 firm for M&A in the insurance sector by deal value globally. Additionally, Skadden has a considerable market share of buyer/seller representations for publicly announced Bermuda property and casualty (P&C) insurance M&A deals.
The core areas of our practice include:
- Mergers and acquisitions.
- Reinsurance.
- Capital-raising transactions (including debt, equity, contingent capital and excess reserve securitizations).
- Hostile takeovers, proxy solicitations and related defenses involving entities subject to insurance regulation.
- Restructurings and related corporate transactions.
Based in New York and London, Skadden’s insurance mergers and acquisitions practice features practitioners with leading market experience in transactions spanning all parts of the insurance industry.
Our team leverages our reputation as a global leader in mergers and acquisitions and deep knowledge of the insurance industry and regulation to provide seamless advice on a full range of matters, including:
- Public company M&A, including mergers, going-private transactions, spin-offs and tender offers and exchange offers.
- Reinsurance transactions.
- Carve-outs of insurance and reinsurance businesses.
- Renewal rights transactions.
- Formations of insurance platforms (representing sponsors, management teams and co-investors).
- Redomestications of insurance companies and holding companies.
- Demutualizations and sponsored demutualizations.
- Private asset and stock purchases.
- Joint ventures and strategic investments.
- Corporate governance and corporate preparedness advice, including special committee representations, proxy contest defense and related settlements.
We bring decades of experience and an understanding of the market to cutting-edge reinsurance and retrocession transactions, including:
- Some of the largest and most complex “book of business” transfers in both the life and annuity and P&C sectors.
- Loss portfolio transfers.
- Flow reinsurance transactions and related investment management structures.
- Onshore and offshore reinsurance platform transactions, including the formation and licensing of offshore reinsurance vehicles.
- Reserve and other financing transactions.
- Structuring, forming and funding of sidecars, managed reinsurance vehicles and insurance-linked securities.
Skadden uniquely combines a dedicated best-in-class insurance group with a leading capital markets practice that is consistently recognized as one of the best in the world. We represent insurance and reinsurance groups and companies, brokers and distributors, financial sponsors, insurtechs, investment banks and other global industry participants in a wide variety of capital-raising transactions, including the issuance of debt, equity, insurance-linked securities, sidecars, contingent capital instruments and excess reserve securitizations, in markets around the world. We have a leading IPO practice, often representing issuers in insurance IPOs. Coordinating across numerous practices, including tax, insurance regulatory, executive compensation and other areas, we execute IPOs with the knowledge necessary to identify potential obstacles before they arise. We also help clients with pre-IPO worldwide reorganizations, tax structuring and optimization, concurrent sales processes or dispositions, domicile considerations, FPI and controlled company analyses and positioning for proxy advisory firm considerations.
Skadden’s insurance transactional experience is backed by a fully integrated and dedicated insurance regulatory team with the ability to manage and oversee transactional regulatory processes with complex cross-jurisdictional U.S. and international components. We closely interact with regulators and local counsel in relevant jurisdictions. We view regulatory matters as an integral part of an insurance M&A transaction, and, as a result, our transaction teams fully engage with potential issues starting at the structuring phase of a matter to ensure solutions are identified as part of the deal process rather than first being considered as part of a separate regulatory process.
We provide comprehensive regulatory counsel to clients in connection with insurance M&A, reinsurance and corporate finance transactions, and we are experienced in preparing various applications with, and/or appearing before, the numerous state insurance departments and many international jurisdictions. Our team is also well versed in interacting directly with insurance regulators.
We also assist insurance companies in connection with financial and market conduct examinations, enterprise risk reports and other regulatory issues involving interaction and communication with insurance regulatory authorities.
Skadden tax attorneys work closely with our insurance team to optimize tax and regulatory efficiencies and structuring transactions. Our tax team includes attorneys with experience in insurance transactions, including Bermuda/offshore structuring and international tax issues. We have advised buyers, sellers and other investors on the tax consequences of stock and asset acquisitions, divestitures and reinsurance transactions. We navigate federal excise tax (FET), considerations in offshore transactions and PFIC, CFC and RPII rules that may impact investors in these transactions.
The firm is a leader in handling insurance tax controversy matters before U.S. courts, the IRS and other administrative agencies. We have significant experience resolving insurance-specific disputes, such as the proper tax characterization of affiliate reinsurance transactions and the proper computation of tax reserves, at the administrative level.
Experience
Capital Markets Highlights
- The dealers in over 160 offerings with total value of over $90 billion under funding agreement-backed notes programs established by subsidiaries of MetLife, Inc.
- Acrisure in multiple high-yield notes offerings in excess of $8.5 billion and credit facilities in excess of $7 billion, as well as a $3.4 billion capital raise and a $2 billion investment to refinance its preferred stock by Blackstone's GSO Capital Partners and Tactical Opportunities
- The dealers in offerings with a total value of $1.4 billion under a funding agreement-backed notes program established by Jackson National Life
- The underwriters in $3B in senior notes offerings by Jackson Financial Inc.
- The underwriters in a $1.4 billion offering of common shares by Everest Re Group, Ltd.
IPOs
- American Equity Investment Life Holding Company, an insurance company, in its $168 million initial public offering of common stock
- Bank of America Merrill Lynch and Morgan Stanley & Co. Incorporated as underwriters in the approximately $2.1 billion initial public offering of Verisk Analytics, Inc., a provider of risk assessment services
- China International Capital Corporation, Citigroup Global Markets Inc., Credit Suisse First Boston LLC and Deutsche Bank AG as underwriters in the global $3.5 billion initial public offering of China Life Insurance Company, the largest life insurance company in China, and dual listing of its American Depositary Shares and common stock on the New York and Hong Kong Stock Exchanges
- Citigroup Inc. and its subsidiary, Primerica, Inc., in Primerica's $368 million initial public offering of common stock
- Citigroup Inc. and Travelers Property Casualty Corp. in the approximately $3.9 billion initial public offering of Class A common stock of a minority stake in Travelers Property Casualty Corp. and in the spin-off of the rest of the company to Citigroup's shareholder
- the Commonwealth of Australia and Medibank Private Limited, Australia’s largest private health insurer, (as international counsel) in the privatization of Medibank via its $4.9 billion initial public offering and listing on the Australian Stock Exchange
- Credit Suisse First Boston and Goldman, Sachs & Co. as joint lead managing underwriters in the $3.9 billion initial public offering and related transactions by MetLife, Inc., raising a total of approximately $5.2 billion
- Daiwa Capital Markets Hong Kong Limited as sole global coordinator, and CCB International (Holdings) Ltd. as underwriters (as U.S. and Hong Kong counsel) in the approximately $205 million global offering of Hong Kong Depositary Receipts and secondary listing on the Hong Kong Stock Exchange of SBI Holdings, Inc. (Japan), a financial services company focused on insurance, securities, banking and settlement services. This is the first listing on the Hong Kong Stock Exchange of a Japanese company
- Employers Holdings, Inc. (formerly EIG Mutual Holding Company) in its conversion from a mutual insurance holding company into a stock corporation and in the related $523 million initial public offering of its common stock
- Endurance Specialty Holdings Ltd., an insurance holding company domiciled in Bermuda, in its $221 million initial public offering of ordinary shares
- Genworth Financial, Inc. in its subsidiary, Enact Holdings, Inc.’s $911 million initial public offering of common stock
- Goldman, Sachs & Co., J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC as underwriters in the $385 million initial public offering of common shares of Essent Group Ltd.
- Huize Holding Limited in its $55 million initial public offering of American Depositary Shares and listing on Nasdaq
- J.P. Morgan Securities LLC, BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC as underwriters and the other underwriters in the $230 million initial public offering of Class A common stock of BRP Group, Inc., which used an “Up-C” structure
- Kinsale Capital Group, Inc. in its $121 million initial public offering of common stock
- Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. as lead underwriters in the $90 million initial public offering by U.S.I. Holdings Corporation, an insurance and financial services company
- Lehman Brothers Inc. as lead underwriter in the $690 million initial public offering and secondary offering of Class A common stock by OneBeacon Insurance Group, Ltd.
- Merrill, Lynch & Co., Inc., Banc of America Securities LLC and Dowling & Partners Securities, L.L.C. as underwriters in the $202 million initial public offering of United National Group, Ltd., a provider of specialty and surplus property and casualty program insurance
- Merrill Lynch Canada Inc. and CIBC World Markets Inc. as underwriters in the $855 million cross-border initial public offering of common shares of ING Canada Inc., a provider of property and casualty insurance, which included a Rule 144A/Regulation S placement in the United States
- Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead underwriters in the $2 billion initial public offering and related transactions of Assurant, Inc., an insurance and financial services company
- National Financial Partners Corp., a portfolio company of private equity firm Apollo Management, L.P., a distributor of financial services products, in its $240 million initial public offering
- Old Mutual plc:
- in the strategic and managed separation of its U.S. asset management business, OM Asset Management plc, through various public and private disposals valued at more than $2 billion
- as selling shareholder in the $308 million initial public offering of ordinary shares and listing on the New York Stock Exchange of OM Asset Management plc, and subsequent registrations, and with the managed separation of its U.S. asset management business
- PAR Corretora de Seguros S.A., a provider of insurance brokerage services, in its $177 million initial public offering and listing on the BM&FBOVESPA, including an international Rule 144A/Regulation S secondary offering of existing shares
- Porto Seguro S.A., an insurance company in Brazil, in its $125 million Rule 144A/Regulation S initial public offering
- Root, Inc. as special counsel with the insurance regulatory matters and reinsurance strategy related to its $724 million initial public offering of Class A common stock
- SCOR SE, a reinsurance company in France, in its $50 million cornerstone investment in the $3.1 billion initial public offering of People’s Insurance Company (Group) of China Ltd. on the Hong Kong Stock Exchange
- Sul América S.A., an insurance company in Brazil, in its $380 million Rule 144A/Regulation S primary initial public offering of shares
- Trean Insurance Group, Inc. in its $161 million initial public offering of common stock
- UBS Securities LLC as lead underwriter in the $766 million initial public offering of John Hancock Preferred Income Fund III
- UBS Warburg LLC as lead underwriter in:
- the $640 million initial public offering of common shares of beneficial interest of John Hancock Preferred Income Fund
- $546 million initial public offering of common shares of beneficial interest of John Hancock Preferred Income Fund II
- Voya Financial, Inc. (formerly known as ING U.S., Inc.) in connection with the restructuring of its U.S. operations in anticipation of its separation from ING Groep, N.V. and various matters in connection with the subsequent $1.3 billion initial public offering
- Waterdrop Inc. in its $360 million initial public offering of American Depositary Shares and listing on the New York Stock Exchange
- ZhongAn Online P&C Insurance Co., Ltd. in its $1.5 billion initial public offering of H shares on the Hong Kong Stock Exchange. This listing was the world's first “insurtech” public offering
Structured Reinsurance Experience
Managed Reinsurance Vehicles & Offshore Asset Manager Reinsurers
- Two Sigma Investments LLC in the structuring, formation and funding of Hamilton Insurance Group Ltd. and Hamilton’s acquisition of S.A.C. Re, Ltd. (renamed Hamilton Re, Ltd.)
- Structuring and $800 million funding of ABR Reinsurance Capital Holdings Ltd., a newly formed Bermuda reinsurer sponsored by affiliates of ACE Limited and BlackRock, Inc., representing the placement agents
- Structuring and $500 million funding of Harrington Reinsurance Holdings Limited, a newly formed Bermuda reinsurer sponsored by affiliates of AXIS and Blackstone, representing the placement agents
- Validus Reinsurance, Ltd. in the structuring, formation and funding of PaCRe, Ltd., whereby Validus provided its underwriting expertise and capital and Paulson & Co. was the primary investor and investment manager
- XL Group plc in the formation and sale of XL Life Reinsurance Ltd. to family offices and college endowments
- A 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.
- Hedge funds in forming Bermuda property casualty reinsurers managed by reinsurance entities (e.g., Multi-Strat Re, etc.)
International Property and Casualty Reinsurance Joint Ventures
- Formation and capital raise of a $1 billion reinsurance joint venture between a leading financial institution and a Middle East sovereign wealth fund, which contemplates both a Bermuda reinsurer and a Lloyd’s operation
- Structuring, formation and $1.5 billion initial capital raise of Bermuda insurer Fidelis Insurance Holdings Limited, one of the largest industry initial capital raises, for a consortium of investors
- Stone Point Capital LLC in the formation of a 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 product
Sidecars and Special Purpose P&C Reinsurers
- Liberty Mutual Insurance Company in the establishment of a collateralized reinsurance sidecar-type program including the issuance of voting and non-voting, participating notes in segregated accounts of a newly established special purpose reinsurer, Limestone Re Ltd.
- Harbor Point Limited in the formation of New Point Re Limited, a Bermuda company formed to write collateralized retrocessional contracts, including collateralized industry loss warranties. Initial recapitalization for New Point Re was $250 million. Skadden also represented Harbor Point Limited in the formation of Harbor Point Agency Limited, a company formed to provide underwriting and management services to New Point Re
- Highland Capital Management, L.P. an equity and debt investor in the establishment of Triomphe Re Ltd., a Bermuda reinsurance sidecar, to which Paris Re Holdings Limited ceded a portion of its property catastrophe reinsurance business under a quota share agreement Formation of Acacia Holdings Ltd, a permanently capitalized alternative Bermuda investment business specializing in Insurance Linked Securities, with a focus on the Excess of Loss Retrocession market, that invests its own balance sheet along-side third-party investors
- Structuring and formation of special purpose offshore and onshore reinsurance vehicles and captives for a variety of purposes, including settlements by financial institutions of mortgage put-back litigation
Catastrophe Bonds
- Great American Insurance Company in connection with its $190 million Riverfront Re Ltd. dual-tranche catastrophe bond offering, with both per-occurrence and annual aggregate indemnity triggers and $200 million Riverfront Re Ltd. dual-tranche catastrophe bond offering, with both per-occurrence trigger
- NFP Ultimate Holdings LLC in its sale to Aon plc for an estimated consideration at closing of $13.4 billion
- Global Atlantic Financial Group Limited in its $10 billion block reinsurance agreement with Manulife Financial Corporation across its U.S. and Japanese businesses
- Corebridge Financial Inc. in the $561 million sale of AIG Life Limited, its U.K. life insurance business, to Aviva plc
- Intact Financial Corporation in its $648 million acquisition of the brokered commercial lines operations of Direct Line Insurance Group plc
- American Financial Group, Inc. in its $3.5 billion sale of its annuity business to Massachusetts Mutual Life Insurance Company and its $240 million acquisition of American International Group, Inc.’s (AIG’s) crop insurance business
- The founders of Markerstudy Group Limited in its $1.6 billion merger with Atlanta, the personal lines broking business of The Ardonagh Group Limited
- Liberty Mutual Insurance Company in the (i) $2.5 billion sale of Liberty Seguros, S.A. in Spain to Generali Group, (ii) $1.5 billion sale of its Liberty Seguros personal and small commercial businesses in Brazil, Chile, Colombia and Ecuador to HDI International AG, a subsidiary of Talanx Group and (iii) $3.3 billion sale of Liberty Life Assurance Company of Boston to Lincoln National Corporation
- Principal Life Insurance Company in its $25 billion reinsurance transaction with an affiliate of Sixth Street and its insurance platform, Talcott Resolution Life Insurance Company, to reinsure $16 billion of fixed retail annuity and $9 billion of life insurance
- Argo Group International Holdings, Ltd. in its loss portfolio transfer agreement with Enstar Group Limited with an approximately $1.1 billion aggregate limit
- A consortium including The Travelers Companies, Inc., Capital Z Partners Management, LLC and Further Global Capital Management, L.P. as lead equity investors in Fidelis Insurance Holdings Limited’s newly created $3 billion premium managing general underwriter (MGU) and the MGU’s separation from Fidelis’ existing balance sheet companies
- Brookfield Reinsurance Ltd. in its $5.1 billion acquisition of American National Group, Inc.
- The Blackstone Group, Inc. in its $2.2 billion acquisition of a 9.9% equity stake in AIG’s life and retirement business, and in its related strategic asset management partnership with AIG
- Phoenix Group Holdings plc in its (i) $4.1 billion acquisition of ReAssure Group plc from Swiss Re, (ii) $4.1 billion acquisition of Standard Life Assurance Limited from Standard Life Aberdeen and (iii) $272 million sale of Ark Life Assurance Company to Irish Life
- Farm Bureau Property & Casualty Insurance Company and the Iowa Farm Bureau Federation in connection with their $1.37 billion take-private transaction of FBL Financial Group, Inc.
- Centene Corporation in its acquisition of Magellan Health, Inc. at an enterprise value of $2.2 billion
- Apollo Global Management, Inc. in its $11 billion merger with Athene Holding Ltd.
- Willis Towers Watson plc in its proposed $80 billion merger with Aon and sale of Willis Re to A. J. Gallagher for $4 billion
- Fidelity & Guaranty Life in its $2.7 billion acquisition by Fidelity National Financial Inc.
- Massachusetts Mutual Life Insurance Company in the $2.35 billion sale of its retirement plan business to Empower Retirement, LLC
- American Equity Investment Life Holding Company in its strategic partnership with Brookfield Asset Management Inc., which included up to $10 billion of reinsurance with Brookfield and Brookfield’s acquisition of a 19.9% ownership stake in American Equity
- Core Specialty Insurance Holdings, Inc. in its acquisition of StarStone U.S. Holdings, Inc. from Enstar Group Limited. Skadden also represented Core Specialty in its initial formation and $610 million capital raise from SkyKnight Capital, L.P., Dragoneer Investment Group, LLC and Aquiline Capital Partners LLC
- Sampo plc in the debt financing and shareholder arrangements with joint offeror Rand Merchant Investment Holdings Limited to support their £1.66 billion takeover bid for Hastings Group Holdings plc
- The PURE Group of Insurance Companies in the $3.1 billion acquisition of Privilege Underwriters, Inc. by Tokio Marine Holdings, Inc.
- Ameriprise Financial, Inc., the parent company of RiverSource Life Insurance Company, in its (i) $1.1 billion sale of its auto and home insurance business to American Family Insurance Mutual 4 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Holding Company, (ii) $8 billion and $1.7 billion annuity reinsurance transactions with subsidiaries of Global Atlantic and (iii) reinsurance transaction with Commonwealth Annuity and Life Insurance Company
- Markel Corporation in its acquisition of Nephila Holdings Limited
- Manulife Financial Corporation in reinsurance transactions in which the company ceded approximately $8 billion of policy liabilities related to its legacy U.S. group payout annuities to Jackson National Life Insurance Company and approximately $4 billion of policy liabilities related to its legacy U.S. individual payout annuities to RGA Reinsurance Company
- XL Group Ltd. in its $15.3 billion acquisition by AXA SA
- Validus Holdings in its $5.6 billion acquisition by AIG
- SCOR SE in its successful defense against an €8.3 billion unsolicited takeover proposal from Covéa
- The Warranty Group, Inc. and its parent company, TPG Capital, L.P., in Warranty Group’s $2.5 billion acquisition by Assurant, Inc.
- Old Mutual plc in its $446 million sale of a 25% stake in OM Asset Management plc to HNA Capital US, a subsidiary of HNA Capital Group Co., Ltd.
- Intact Financial Corporation in its $1.7 billion acquisition of OneBeacon Insurance Group
- MassMutual International LLC in its $1.7 billion sale of MassMutual Asia Ltd. to an investor group led by Yunfeng Financial Group Limited
- The Travelers Companies, Inc. in its $490 million acquisition of Simply Business Holdings Ltd. from Aquiline Capital Partners LLC
- Citigroup Inc. in its transfer of a coinsurance agreement covering a block of term life insurance policies to a subsidiary of Swiss Re Life & Health America Inc., which resulted in a reduction of $2.5 billion of assets from Citi Holdings’ balance sheet
- Endurance Specialty Holdings Ltd. in its $6.3 billion merger with Sompo Holdings, Inc.