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Insurance

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. 

Skadden was named the winner of the 2015 Legal 500 US Award for Insurance. We were ranked in the top tier by U.S. News — Best Lawyers “Best Law Firms” 2017 and among the top firms for insurance by Chambers USA 2016. We also were ranked in the top tier for deal value and number of deals among legal advisers representing insurance companies in M&A transactions in SNL Financial’s 2015 rankings.

Mergers and Acquisitions

Many attorneys in Skadden’s Insurance Group devote their time exclusively to handling mergers and acquisitions in the insurance industry. The firm represents all parties — acquiring companies, target companies and their boards of directors, investment banking firms and financial advisors — in structuring negotiated deals such as mergers, stock purchases, asset acquisitions (including reinsurance “book of business” transfers and renewal rights deals) and leveraged buyouts, as well as contested transactions such as tender offers and proxy fights.

Corporate Finance

Attorneys in Skadden’s Insurance Group, as well as attorneys in the firm’s Corporate Finance 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.

Risk-Linked Securities

The firm has represented insurance and reinsurance companies and their financial advisors and underwriters in developing and expanding the insurance securitization market. We have acted as transaction and deal structuring counsel in a number of these transactions.

Demutualizations and Mutual Holding Company Reorganizations

Skadden represents both insurance companies and financial advisors in connection with demutualizations, sponsored demutualizations and mutual holding company reorganizations. These transactions draw upon the full range of experience at the firm, involving attorneys from many practice areas including insurance regulatory, securities, corporate governance, mergers and acquisitions and tax.

Restructurings and Reorganizations

Skadden represents debtors, creditors, acquirers, investors and others in Chapter 11 reorganization cases, prepackaged and prenegotiated Chapter 11 filings, nonjudicial workouts and restructurings, acquisitions and other transactions involving highly leveraged companies, debtor-in-possession financings, bankruptcy-related litigation and other debtor/creditor matters. Our practice also involves financially healthy companies making changes in their capital or corporate structures to enhance enterprise value.

Finite Risk

Attorneys in Skadden’s Insurance Group have been involved in a number of transactions involving finite risk insurance. These products help to provide companies some measure of protection against known risks. Skadden has helped negotiate and draft finite risk solutions, including for asbestos bodily injury exposures, directors’ and officers’ liability, aircraft leasing cash flows and cinema complex cash flows.

Formation of New Companies/Joint Ventures

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.

Insurance and Reinsurance Litigation

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.

Regulatory Matters

Skadden provides a broad range of regulatory advice to insurance companies, reinsurance companies, investment banks and other non-insurance company entities. In the regulatory area, we routinely advise on U.S., state and international insurance law issues, including licensing, risk-based capital issues, securities issuances, investments, solvency, permissible activities and insurance products. We have assisted clients in undertaking all types of corporate reorganizations; restructurings; establishments of subsidiaries, acquisitions, divisions, redomestications, joint venture or agency marketing programs; acquisitions of control and interaffiliate transactions. We also have been very active in developing alternatives to traditional reinsurance, including structured reinsurance products, derivative instruments and risk exchange mechanisms.

 

  • Travelers Group Inc. in its $37.3 billion merger with Citicorp, its unrelated acquisition of Aetna Life and Casualty Company’s property and casualty businesses, and its spin-off of Transport Life Insurance Company;
  • American General Corporation in one of the largest-ever insurance transactions, valued at $23 billion, in its acquisition by American International Group, Inc.;
  • Citigroup Inc. in its approximately $11.5 billion sale of The Travelers Life and Annuity Company to MetLife, Inc.;
  • U.S. Healthcare Inc. in its $8.9 billion acquisition by Aetna Life and Casualty Company;
  • PacifiCare Health Systems, Inc. in its approximately $8.1 billion acquisition by UnitedHealth Group Incorporated;
  • Skandia Insurance Company Ltd. in its proposed $6.2 billion acquisition by Old Mutual plc;
  • Nicholas-Applegate Capital Management in its US$2.7 billion acquisition by German insurance and asset management company Allianz AG;
  • American General Corporation in several matters, including its $2.4 billion acquisition of USLIFE Corp., its $1.2 billion purchase of the 55 percent of Western National Corporation that it did not already own, its $665 million acquisition of Home Beneficial Corp., and its $200 million acquisition of the variable annuity business of the Provident Companies;
  • Swiss Re Life & Health America Inc. in its US$2 billion acquisition of the reinsurance operations of Lincoln National Corporation;
  • Life Re Corporation in its US$1.8 billion acquisition by Swiss Reinsurance Company;
  • Allied Mutual in its $1.6 billion acquisition by Nationwide Mutual Insurance Co.;
  • Connecticut General Life Insurance Co., CIGNA Corporation’s largest subsidiary, in the $1.4 billion sale of most of CIGNA’s individual life insurance business to Lincoln National Corporation;
  • New York Life Insurance Company in the $1.35 billion sale of its health insurance operations to Aetna Inc. and the unrelated sale of its individual disability income insurance business to UnumProvident Corporation;
  • HSB Group, Inc. in its $1.2 billion acquisition by American International Group, Inc.;
  • General Re Corporation in its $940 million acquisition of National Re Corporation;
  • Farmers Insurance Group of Companies in its $812 million acquisition of The Foremost Corporation of America;
  • Citigroup, Inc. in its US$750 million acquisition of a 15 percent stake in the Fubon Group, a Taiwan-based insurance and financial services firm;
  • Korea Deposit Insurance Corporation in its approximately US$675 million sale of a 51 percent stake in Korea Life Insurance Co., Ltd. to a consortium led by Hanwha Group;
  • Xerox Corporation in its $625 million sale of International Insurance Company;
  • Travelers Property Casualty Corporation in its $580 million acquisition of the surety and fidelity bond business of Reliance Insurance Company and its affiliates;
  • Sul América Companhia Nacional de Seguros in its approximately US$400 million proposed sale of a 49 percent stake to ING Groep N.V.;
  • the outside board of directors of PennCorp Financial Group, Inc. in the $360 million sale of its remaining insurance operations to Reassure America Life Insurance Company and Thoma Cressey Equity Partners;
  • SCOR (France) in its €183.1 million acquisition of the remaining 46.65 percent stake in IRP Holdings Limited from Highfields Capital Management LP;
  • Fortress Investment Group LLC, a global alternative asset management firm, in its £162 million (US$320 million) going-private acquisition of Alea Group Holdings (Bermuda) Ltd., a provider of insurance and reinsurance services;
  • Royal Group, Inc. in its $200 million sale of Viking Insurance Company of Wisconsin and related entities to Sentry Insurance a Mutual Company;
  • AmerUs Life Holdings Inc. in its $163 million acquisition of Delta Life Corporation, as well as in its $361 million acquisition of Amvestors Financial Corporation;
  • New Affirmative LLC in its $78 million acquisition of the remaining stake in Affirmative Insurance Holdings, Inc. from Vesta Insurance Group, Inc.;
  • Morgan Stanley Capital Partners in a US$30 million direct investment in Ping An Insurance Company of China, Ltd.;
  • The board of directors of Acacia Mutual Holding Company in connection with the merger of Acacia Mutual and Ameritas Mutual Insurance Holding Company;
  • AmerUs Group Co. in its sponsored demutualization/acquisition of Indianapolis Life Insurance Company;
  • Assicurazioni Generali S.p.A., the largest insurance group in Italy, in its acquisition of Istituto Nazionale delle Assicurazioni S.p.A., the second-largest insurer in Italy;
  • CIGNA Corporation in the sale of its domestic and international property and casualty operations to ACE Limited;
  • CIGNA Corporation and its subsidiary, Connecticut General Life Insurance Company, in the sale of their U.S. life reinsurance business to Life Reassurance Corporation of America;
  • Endurance Specialty Holdings Ltd., an insurance holding company domiciled in Bermuda, in its acquisition of Traders and Pacific Insurance Company from OneBeacon Insurance Company;
  • Gulf Insurance Company in its purchase of the renewal rights to the environmental and excess and surplus lines casualty businesses of Frontier Insurance Company and its subsidiaries;
  • Home Holdings Inc. in the transfer of its business to an investor group led by Zurich Insurance Group;
  • Independent Insurance Group in its acquisition by American General Corporation;
  • Liberty Mutual Group, Inc., as co-counsel, in its acquisition of most of the property and casualty insurance business of Prudential Financial, Inc.;
  • Liberty Mutual Insurance Company in its purchase of the renewal rights to certain classes of policies issued by the Commercial Insurance Services business unit of INA Holdings Corporation and its subsidiaries;
  • Marsh & McLennan Companies, Inc., the world’s largest insurance broker, in its separate acquisitions of Sedgwick Group PLC, Johnson & Higgins and Cie Européenne de Courtage d’Assurances et de Réassurances;
  • Massachusetts Mutual Life Insurance Company in its merger with Connecticut Mutual Life Insurance Company;
  • Metropolitan Life Insurance Company in its merger with New England Mutual Life Insurance Company;
  • MVP Health Care in its merger with Preferred Care, Inc.;
  • Prudential Insurance Company of America in the sale of its health care business to Aetna Inc.;
  • Royal & Sun Alliance Insurance Group plc in its sale of Royal Specialty Underwriting, Inc. to Alleghany Insurance Holdings LLC;
  • St. Paul Travelers in the sale of its catastrophe exposed property risks underwriting segments, or CATRisk, to investment firms Friedman Fleischer & Lowe Capital Partners and Hellman & Friedman Capital Partners;
  • Swiss Reinsurance Company in the combination of its Dutch credit insurance subsidiary, NCM Holding N.V., with GKS AG, a subsidiary of Gerling AG, into the new Gerling NCM Credit and Finance AG;
  • Textron Companies, Inc. in the sale of the Paul Revere Corporation to Provident Companies; and
  • United National Group, Ltd. in its merger with Penn-America Group, Inc. and Penn Independent Corporation.

 

 

  • 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.