Overview
Skadden represents insurance and reinsurance companies and their financial advisors and underwriters in a wide variety of corporate transactions, including mergers and acquisitions, public and private financings, restructurings and reorganizations globally. We also represent insurance and reinsurance companies in corporate litigation, as well as insurance coverage litigation, and provide a broad range of regulatory advice to insurance entities and their advisers. We were ranked in the top tier by Best Lawyers Best Law Firms and among the top firms for insurance by Chambers USA.
Attorneys in Skadden’s Insurance Group, as well as attorneys in the firm’s Capital Markets Group, have handled numerous corporate finance transactions involving life, health, disability, workers’ compensation, property and casualty, and financial guaranty insurance and reinsurance companies. The firm’s experience extends to all types and combinations of debt and equity instruments and encompasses financings by U.S. and non-U.S. companies in worldwide markets.
Skadden has worked on some of the largest initial public offerings of insurers and reinsurers to date, as well as a number of those involving small and emerging growth companies. The firm also has handled a substantial number of debt offerings by insurance companies. We have represented numerous issuers or underwriters involved in surplus note offerings, and we have been active as counsel in connection with global debt programs in which special purpose vehicles issue notes that are secured by funding agreements of U.S. life insurance companies.
Skadden represented Liberty Mutual Insurance Company in its affiliation with Employers Insurance of Wausau. The firm advised Travelers Insurance Company in connection with its joint venture with Metropolitan Life Insurance Company, which created one of the nation’s largest health care benefit organizations, The MetraHealth Companies, Inc. Skadden also represented MetraHealth in its subsequent sale to United HealthCare Corporation, a health care management services company. In conjunction with the transaction, Travelers sold its group life insurance and related businesses to MetLife.
In what was the largest investment to date by a foreign company in the Brazilian insurance market, Skadden represented Sul América Companhia Nacional de Seguros, South America’s largest insurance company, in the formation of a joint venture in Brazil with Aetna Inc. of the United States.
The firm represented General Reinsurance Corporation in connection with the creation of a non-controlled foreign corporation. We also represented American Family Life Assurance Company in its joint venture with CIGNA Corporation relating to long-term disability insurance.
Skadden represents insurance and reinsurance companies in corporate litigation as well as insurance coverage litigation, including litigation that challenges the adequacy of insurance companies’ claim loss reserves and multiparty litigation in state and federal courts. These matters typically involve insurance coverage for: (i) injuries associated with such products as DES and asbestos; and (ii) cleanup costs and property damage resulting from the dumping of hazardous wastes. We also have represented and counseled clients with respect to issues arising out of directors’ and officers’ and professional liability insurance, employment-related coverage claims and first party property insurance.
Additionally, the firm regularly defends insurers in purported class action lawsuits filed in federal and state courts across the United States. In this regard, our litigators often serve as lead counsel coordinating the defense of similar actions filed simultaneously against insurers in multiple jurisdictions. Our litigators defend insurers in matters attacking variable annuity disclosures and sales practices, as well as life insurance sales practices (such as “vanishing premium” and “modal premium” cases) and a variety of claims against property and casualty insurers. We also represent several insurers in ongoing regulatory inquiries on a number of subjects.
The firm represents clients in a wide variety of reinsurance-related litigation and arbitration, including disputes over amounts due under facultative, excess of loss and quota share reinsurance agreements; the investigation of problems arising out of reinsurance and retrocession pooling arrangements; and the scope, applicability and breach of reinsurance arbitration agreements.
Experience
- NFP Ultimate Holdings LLC in its sale to Aon plc for an estimated consideration at closing of $13.4 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;
- 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;
- 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;
- 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 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;
- The founders of Markerstudy Group Limited in its $1.6 billion merger with Atlanta, the personal lines broking business of The Ardonagh Group Limited;
- 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;
- 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, (iii) $3.3 billion sale of Liberty Life Assurance Company of Boston to Lincoln National Corporation and (iv) $3 billion acquisition of Ironshore Inc. from Fosun International Limited;
- 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;
- 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;
- 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;
- 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;
- Jackson National Life Insurance Company in its $663 million acquisition of the U.S. Admin Re business of Swiss Re; SCOR SE in its successful defense against an €8.3 billion unsolicited takeover proposal from Covéa;
- Massachusetts Mutual Life Insurance Company in the $2.35 billion sale of its retirement plan business to Empower Retirement, LLC;
- 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.;
- Fidelity & Guaranty Life in its $2.7 billion acquisition by Fidelity National Financial Inc.;
- Centene Corporation in its acquisition of Magellan Health, Inc. at an enterprise value of $2.2 billion;
- Endurance Specialty Holdings Ltd. in its (i) $6.3 billion merger with Sompo Holdings, Inc., (ii) $1.8 billion acquisition of Montpelier Re Holdings Ltd. and (iii) proposed $3.2 billion unsolicited acquisition of Aspen Insurance Holdings Limited;
- The PURE Group of Insurance Companies in the $3.1 billion acquisition of Privilege Underwriters, Inc. by Tokio Marine Holdings, Inc.;
- Markel Corporation in its acquisition of Nephila Holdings Limited;
- 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.;
- MetLife, Inc. in its $2 billion acquisition of AFP Provida S.A., which included the purchase of a 64.3% stake in Provida from Spain-based BBVA;
- 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;
- The Warranty Group, Inc. and its parent company, TPG Capital, L.P., in Warranty Group’s $2.5 billion acquisition by Assurant, Inc.;
- Citigroup Inc. in its (i) 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 and (ii) $11.5 billion sale of The Travelers Life and Annuity Company to MetLife, Inc.;
- 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;
- Travelers Group Inc. in its (i) $37.3 billion merger with Citicorp, (ii) acquisition of Aetna Life and Casualty Company’s property and casualty businesses and (iii) spin-off of Transport Life Insurance Company; and
- American General Corporation in its $23 billion acquisition by AIG, one of the largest-ever insurance transactions.
- the underwriters in connection with the approximately $5.2 billion of financings of MetLife, Inc. (including its initial public offering), arising out of the demutualization of Metropolitan Life Insurance Company;
- Travelers Property Casualty Corp. in connection with $5.16 billion of financings, including its 2002 initial public offering of 231 million shares of Class A Common Stock and $892 million of its Convertible Junior Subordinated Notes;
- the underwriters in the global US$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. This transaction was the largest IPO in the world in 2003 and was selected as the "Deal of the Year, Best Equity Deal, Best IPO and Best Privatization" for 2003, as well as the "Best Deal in China" by FinanceAsia "Equity Deal of the Year 2003" by International Financial Law Review, "Best Equity Deal in Asia" for 2003 by Euromoney and "Best Equity Deal in Asia" in 2003 by The Asset;
- Generali Group, the largest insurance company in Italy, in an approximately US$2.6 billion offering of notes in two tranches: a US$1.6 billion offering of 5.479% perpetual fixed/floating rate notes and a US$969 million offering of 6.416% perpetual fixed/floating rate notes. The proceeds of the offering will repay a bridge loan used to finance the acquisition of Toro Assicurazioni S.p.A. (Italy), a property and casualty insurer, by Generali Group;
- the underwriters in the US$2.124 billion public offering of Assurant, Inc., a specialty property casualty insurer;
- the underwriters in several offerings of approximately $2 billion of equity and debt securities of SAFECO Corporation, a property and casualty insurer;
- the underwriters in a $1.3 billion senior notes offering by MetLife, Inc.;
- Marsh & McLennan Companies, Inc. in $1.2 billion of public debt and equity offerings;
- Union Mutual Life Insurance Company in connection with the $1.2 billion initial public offering of the common stock of a holding company formed as a result of Union Mutual’s demutualization;
- Travelers/Aetna Property Casualty Corp. in its $975 million initial public offering, offerings of $900 million of trust preferred securities, offerings of $700 million of debt securities, and aggregate investments of $525 million in the new company by J.P. Morgan Capital Corporation, The Trident Partnership, L.P., Fund American Enterprises Holdings, Inc. and Aetna Life and Casualty Company;
- American Express Company in its $907 million initial public offering, of which $300 million was directly placed with Nippon Life Insurance Company;
- American Express Company and Fireman’s Fund Corporation in connection with the $906 million initial public offering of Fireman’s Fund common stock;
- SCOR (France) in its US$900 million global rights offering, in its €200 million convertible bond offering and in its €233.2 million common share offering;
- the underwriters in the $838 million initial public offering by Prudential Reinsurance Holdings;
- the underwriters in a US$832 million secondary offering of common stock by Assurant, Inc.; and the initial purchasers in a concurrent US$774 million Rule 144A offering of mandatorily exchangeable bonds by Fortis Insurance N.V.;
- Liberty Mutual Group, Inc., in its $750 million Rule 144A/Regulation S offering of senior debt;
- the underwriters in connection with SunAmerica Inc.’s $578 million offering of common shares;
- AXIS Capital Holdings Limited, an insurance holding company domiciled in Bermuda, in a $540 million secondary public offering of common stock and a $500 million public offering of senior notes;
- Liberty Mutual Group, Inc., in its $500 million Rule 144A/Regulation S offering of senior debt;
- Endurance Specialty Holdings Ltd. in its US$221 million initial public offering of ordinary shares and subsequent public offerings of $250 million of senior notes and secondary offerings of $628 million of common stock;
- Ohio Casualty Corporation in its $200 million public offering of senior notes;
- American Equity Investment Life Holding Company in its $168 million initial public offering;
- Zenith National Insurance Corp. in its $125 million Rule 144A offering of senior debt and convertible/exchangeable debt;
- Porto Seguro S.A., an insurance company in Brazil, in its US$118 million initial public offering, which included a Rule 144A placement in the United States;
- the underwriters in the $90 million initial public offering by U.S.I. Holdings Corporation;
- AMERIGROUP Corporation, a managed health care company, in its $75 million initial public offering of common shares;
- the underwriters in connection with the initial public offering of Acordia, Inc.;
- the underwriters in connection with a Rule 144A/Regulation S offering of convertible preferred stock by Alexander & Alexander Services, Inc.;
- AMBAC Inc. in a public secondary offering of common stock of its subsidiary, Health Care Investment Analysts, Inc.;
- the underwriters in connection with the initial public offering of AMBAC Inc. and subsequent debt and common stock offerings;
- the underwriters and issuers in public offerings of debt securities for various insurers and reinsurers, including AMBAC Financial Group Inc., SunAmerica Inc., UNUM Corporation, Aetna Life and Casualty Company and Zenith National Insurance Corp.;
- the underwriters in offerings of various securities by American Heritage Life Investment Corporation, Canadian General Insurance Group Limited, Conseco, Inc., Farmers Group, Inc., Protective Life Corporation and Trenwick Group Inc.;
- AMP Limited, the largest life insurer in Australia, in a Rule 144A offering in the United States in connection with its initial public offering in Australia;
- the underwriters in connection with a Rule 144A/Regulation S offering by Associated Insurance Companies, Inc.;
- the underwriters in public offerings of common stock by Ceres Group, Inc. and Washington National Corporation;
- the underwriters in the initial public offering of common shares of Clark/Bardes Holdings Inc., a company that designs, markets and administers insurance-financed employee benefit programs;
- the underwriters in connection with the initial public offering of Coventry Corp.;
- the underwriters in connection with the initial public offering of Financial Security Assurance Holdings Ltd. and the simultaneous investment in the new public company by Fund American Enterprises Holdings, Inc.;
- Home Holdings Inc. in its initial public offering;
- the underwriters in connection with the initial public offering of Integon Corporation;
- National Financial Partners Corp., a distributor of financial services products, in its initial public offering; and
- the underwriters in connection with several offerings of debt and preferred stock of Orion Capital Corporation.
- Residential Reinsurance Limited with the landmark placement of $477 million of risk-linked securities in the form of one-year notes providing cover for Florida hurricane and subsequent offerings;
- Concentric, Ltd. with the placement of risk-linked securities in the form of five-year notes providing cover for Tokyo earthquake;
- Gemini Re, Ltd. with the placement of subscription agreements providing for the issuance of four-year notes providing cover for European windstorm;
- Kelvin, Ltd. with the placement of risk-linked securities in the form of three-year notes providing cover for a portfolio of weather derivative contracts;
- Mediterranean Re p.l.c. with the placement of risk-linked securities in the form of five-year notes providing cover for windstorms in France and Monaco earthquake;
- Parametric Re, Ltd. with the placement of risk-linked securities in the form of 10-year notes providing cover for Tokyo earthquake;
- Redwood Capital I, Ltd. with the placement of risk-linked securities in the form of one-year notes providing cover for California earthquake;
- Redwood Capital II, Ltd. with the placement of risk-linked securities in the form of 21-month notes providing cover for California earthquake;
- Redwood Capital III, Ltd. with the placement of risk-linked securities in the form of two-year notes providing cover for California earthquake;
- Redwood Capital IV, Ltd. with the placement of risk-linked securities in the form of two-year notes providing cover for California earthquake;
- Seismic Limited with the placement of risk-linked securities in the form of two-year notes providing cover for California earthquake;
- SR Earthquake Fund Ltd. with the placement of risk-linked securities in the form of two-year notes providing cover for California earthquake;
- Studio Re Ltd. with the placement of risk-linked securities in the form of three-year notes providing cover for California earthquake; and
- Trinity Re, Ltd. with the placement of risk-linked securities in the form of 10-month notes providing cover for Florida hurricane.
- AmerUs Group Co. in its sponsored demutualization/acquisition of Indianapolis Life Insurance 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 $900 million initial public offering of its common stock;
- Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company and Employers Insurance of Wausau A Mutual Company in the first-ever formation of a mutual holding company in Massachusetts and the subsequent merger of mutual holding companies, the consummation of which will organize all three companies under a single mutual holding company; and
- the financial advisers to Metropolitan Life Insurance Company in connection with its demutualization.
- Armco Inc. insurance subsidiaries as creditors in connection with the liquidation of Constellation Reinsurance Company;
- CIGNA Corporation in the restructuring of its property and casualty insurance subsidiaries;
- the sole shareholder of Golden Eagle Insurance Company in connection with Golden Eagle’s conservation and in its subsequent sale to Liberty Mutual Insurance Company;
- Home Holdings Inc. in the restructuring of The Home Insurance Company and its subsidiaries, including the transfer of Home Insurance’s business to the Zurich Insurance Group and a self-tender offer for the publicly held common stock of Home Holdings;
- New York Life Insurance Company in the restructurings of Langasco Energy Corporation and related oil and gas partnerships;
- St. Paul Travelers in the reorganization of its insurance operations;
- Travelers Insurance Company and New York Life Insurance Company as creditors in connection with various bankruptcy reorganizations; and
- Xerox Corporation in the restructuring of its property and casualty subsidiaries, and the sale of International Insurance Company to a management-led buyout group.
- CalFarm Insurance Company, State Farm Mutual Automobile Insurance Company, Allstate Insurance Companies and California Casualty Indemnity-Exchange as lead counsel in the highly publicized constitutional challenge to Proposition 103, the insurance reform initiative, before the California Supreme Court;
- CalFarm Insurance Company in administrative and judicial proceedings regarding its participation in the California Automobile Assigned Risk Plan;
- Guaranty National Insurance Company, Nationwide Mutual Insurance Company, Allstate Insurance Company, United Services Automobile Association, Safeco Insurance Company, Northland Insurance Company and State Farm Mutual Automobile Insurance Company in the successful constitutional challenge to a similar Nevada rate rollback statute before the U.S. Court of Appeals for the Ninth Circuit;
- The Ohio Casualty Group of Insurance Companies in its withdrawal from the California market and in administrative and judicial proceedings regarding its rate rollback liability under Proposition 103 and its participation under the California FAIR Plan residual property insurance program;
- The Progressive Casualty Insurance Company, CalFarm Insurance Company, American National Insurance Company and Orion Capital in administrative and judicial proceedings regarding their rate rollback liability under Proposition 103;
- State Farm Mutual Automobile Insurance Company in the successful defense of a class action seeking to compel the declaration of more than $7 billion in dividends from its capital surplus and to enjoin political contributions; and
- insurers, creditors and shareholders in conservation proceedings of Executive Life Insurance Company, Mission Insurance Company and Golden Eagle Insurance Company.