Jon Hlafter focuses on mergers and acquisitions, private equity investments and other corporate matters, with particular experience in transactions in the insurance industry. He advises on mergers and acquisitions (negotiated and hostile), reinsurance transactions, joint venture transactions, strategic investments and corporate governance matters, and has advised on some of the largest and most significant insurance transactions over the past five years.

Bio

Mr. Hlafter’s insurance and financial services transactional experience includes:

Property and Casualty Insurance Transactions

  • American Financial Group in its $660 million going-private acquisition of National Interstate Corporation;
  • Endurance Specialty Holdings in its $6.3 billion merger with Sompo Holdings, Inc.;
  • Harbor Point Limited in its $3 billion merger of equals with Max Capital Group Ltd. (forming Alterra Capital Holdings Ltd.);
  • Intact Financial Corporation in its $1.7 billion acquisition of OneBeacon Insurance Group, Ltd.;
  • New Affirmative LLC (an entity jointly owned by affiliates of Delaware Street Capital and JC Flowers & Co.) in its acquisition of a majority stake in Affirmative Insurance Holdings, Inc., including through its $78 million stock purchase from Vesta Insurance Group, Inc.;
  • State Farm in the $1.5 billion sale of its Canadian property and casualty and life insurance, mutual fund, loan and living benefits businesses to Desjardins Group;
  • State National Companies, Inc. in its pending $919 million merger with Markel Corporation;
  • Stone Point Capital in its:
    • pending $2.7 billion going-private acquisition of AmTrust Financial Services, Inc.; and
    • acquisition of a 10 percent ownership stake in Enstar Group Limited from J. Christopher Flowers and private investment funds advised by J.C. Flowers & Co.;
  • TPG Capital in its:
    • $2.5 billion sale of the Warranty Group to Assurant; and
    • $1.5 billion acquisition of the Warranty Group;
  • XL Group in its pending $15.7 billion acquisition by AXA;
  • Validus Holdings in its:
    • $5.3 billion acquisition by AIG;
    • $127.5 million acquisition of the crop risk services business of Archer-Daniels-Midland Company;
    • $690 million acquisition of Western World Insurance Group, Inc.;
    • $623 million acquisition of Flagstone Reinsurance Holdings, S.A. through a merger agreement;
    • proposed, but terminated, $3.5 billion unsolicited bid to merge Validus with Transatlantic Holdings, Inc.; and
    • $1.7 billion hostile exchange offer and proxy fight for, and subsequent acquisition of, IPC Holdings, Ltd.;

Life and Annuity Insurance Transactions

  • Citigroup Inc. in its:
    • sale of Financial Reassurance Company 2010, Ltd. (Bermuda) to a subsidiary of Munich Re; and
    • the transfer of a coinsurance agreement covering a block of term life insurance policies to a subsidiary of Swiss Re Life & Health America Inc. The transaction resulted in a reduction of US$2.5 billion of assets from Citi Holdings’ balance sheet;
  • SCOR in its $750 million acquisition of Generali U.S. Holdings, Inc., the holding company of Assicurazioni Generali SpA’s U.S. life reinsurance operations; this deal received the “M&A Deal of the Year” award for 2013 from the Club des Trente;
  • XL Group in the:
    • $570 million sale of XL Life Reinsurance (SAC) Ltd to GreyCastle Holdings Ltd.; and
    • reinsurance of the majority of its U.S. term life block to a subsidiary of Reinsurance Group of America;

Other Insurance and Insurance Services Transactions

  • PSP Investments in its investment in AmWINS, a leading U.S. wholesale property and casualty and specialty insurance broker; and
  • XL Group in the redomestication of its parent holding company from Ireland to Bermuda;

Other Financial Services Transactions

  • Amherst Holdings in:
    • the formation of Amherst Capital Management LLC, a real estate credit investment management platform, with BNY Mellon Investment Management; and
    • the swap by BNY Mellon Investment Management of its majority equity stake in Amherst Capital Management for a minority equity stake in Amherst Holdings;
  • Fifth Street Asset Management Inc. in the $320 million sale of its business development companies advisory business to Oaktree Capital Management, L.P.;
  • Freedom Financial in its acquisition of a consumer loan portfolio from the court-appointed receiver in charge of Aequitas Capital Management;
  • Morgan Stanley in the sale of its 34.3 percent interest in China International Capital Corporation Limited to TPG Capital, Inc., Kohlberg Kravis Roberts & Co., L.P., Government of Singapore Investment Corporation and The Great Eastern Life Assurance Company Limited; and
  • Stone Point Capital in its investment in Freedom Financial;

His other private equity transactional experience includes:

  • Permira Funds in the:
    • $2.3 billion sale of Atrium Innovations to Nestlé by a group of investors;
    • acquisition of DiversiTech by a company backed by the Permira funds from an affiliate of The Jordan Company LP;
    • $1.5 billion sale of Intelligrated Inc. to Honeywell International Inc.;
    • $895 million sale of Creganna Medical to TE Connectivity Ltd.;
    • $765 million sale of its portfolio company PHARMAQ Holding AS to Zoetis Inc.;
    • $2.8 billion sale of its portfolio company Iglo Foods Holdings Limited to Nomad Foods Limited;
    • $3.5 billion sale of its portfolio company Arysta LifeScience Limited to Platform Specialty Products Corporation;
    • $1.5 billion sale of its portfolio company Marazzi Group SpA to Mohawk Industries, Inc.; and
    • $500 million acquisition of Intelligrated, Inc. from Gryphon Investors LP.

Additional representations include:

  • Anheuser-Busch in its response to an unsolicited acquisition proposal and consent solicitation, and its subsequent $52 billion acquisition, by InBev N.V.;
  • Cephalon in its response to an unsolicited acquisition proposal and consent solicitation by Valeant Pharmaceuticals International, Inc., and its subsequent $6.8 billion acquisition with Teva Pharmaceutical Industries Ltd.;
  • Coty in its $10 billion proposed, but terminated, unsolicited acquisition of Avon Products, Inc.;   
  • Express Scripts in its proposed, but terminated, $25 billion hostile exchange offer and proxy fight for Caremark Rx Inc.; and
  • United Natural Foods, Inc. in its pending $2.9 billion acquisition of SuperValu Inc.

Mr. Hlafter also represents major investment banking firms as financial advisors on M&A transactions.

Credentials

Education

  • J.D., Georgetown University Law Center, 2002 (magna cum laude; Order of the Coif; The Georgetown Law Journal)
  • A.B., Princeton University, 1997

Admissions

  • New York

Jon A. Hlafter

Partner, Mergers and Acquisitions; Financial Institutions; Private Equity
jon.hlafter@skadden.com