Robert J. Sullivan
Bob Sullivan has over 35 years of experience in the insurance industry, with a wide range of experience in insurance mergers and acquisitions, as well as other insurance/reinsurance transactions and related regulatory issues.

Bio

Mr. Sullivan is regarded as one of the most experienced insurance transactional lawyers both in the United States and internationally, and is recognized as one of the foremost insurance regulatory lawyers in the United States.

He spent the first 20 years of his legal career as in-house counsel to insurance and reinsurance companies, including almost 10 years as senior vice president and general counsel of one of the nation’s largest property and casualty group of insurance companies. Mr. Sullivan joined Skadden in 1993 to build the firm’s U.S. insurance practice, which has grown to be one of the nation’s most respected insurance practice groups. He also was instrumental in forming Skadden’s European insurance practice in 2014.

The focus of his practice include mergers and acquisitions and other strategic transactions involving insurance and reinsurance companies both in the United States and internationally; reinsurance matters, both as a complement to the firm’s transactional practice as well as a vehicle for asset transfer sales and other transactions; restructurings and reorganizations of insurance and reinsurance companies, including strategic advice relating to the withdrawal of companies from markets and lines of business; insurance regulatory advice, including regulatory and compliance matters; and strategic advice relating to emerging issues and developments affecting insurance and reinsurance companies.

Mr. Sullivan repeatedly has been listed among the nation’s leading insurance and reinsurance transactional lawyers in a variety of publications and recognitions, including:

  • Chambers USA: America’s Leading Lawyers for Business (Band 1)
  • The Best Lawyers in America
  • The Legal 500 United States
  • Who’s Who Legal Insurance and Reinsurance 2016
  • Expert Guide for Insurance and Reinsurance
  • “BTI Client Service All-Star” by the BTI Consulting Group in 2016

Mr. Sullivan has been involved in a wide variety of transactions on behalf of Skadden’s insurance and reinsurance clients. A representative sampling of these transactions include the following:

Mergers and Acquisitions

Life and Annuity Insurance Transactions

  • Citigroup Inc. in its $11.5 billion sale of The Travelers Life and Annuity Company to MetLife, Inc.;
  • Jackson National Life Insurance Company it its acquisition of the Life Insurance Company of Georgia from ING Groep;
  • SCOR SE in its acquisition of Generali (U.S.) Life Reinsurance Company from Generali Group;
  • XL Capital in the sale of XL Life Insurance Company to SCOR SE;
  • Jackson National Life Insurance Company in its acquisition of REALIC from Swiss Re;
  • Travelers Group, Inc. in its spin-off of Transport Life Insurance Company;

Property/Casualty Insurance Transactions

  • Travelers Group Inc. in its $37.3 billion merger with Citicorp;
  • Travelers Group Inc. in its acquisition of Aetna Life and Casualty Company’s property and casualty business from Aetna, Inc.;
  • CIGNA Corporation in the sale of its domestic and international property and casualty operations to ACE Limited;
  • Liberty Mutual Group, Inc. in its acquisition of the personal lines insurance business of Prudential Financial, Inc.;
  • Royal & Sun Alliance Insurance Group plc in its sale of Royal Specialty Underwriting, Inc. to Alleghany Insurance Holdings LLC;
  • Royal & Sun Alliance Insurance Group in its sale of Viking Insurance Group to Sentry Insurance, A Mutual Company;
  • 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;
  • Medical Professional Mutual Insurance Company (Coverys) in its acquisition of Preferred Professional Insurance and OHA Holdings, Inc.;
  • Fortress Investment Group Inc. in connection with the investment by one of its funds in Mt. Beacon Insurance Company, a Florida domiciled property and casualty company;
  • The acquisition of The Warranty Group by Funds controlled by TPG;

Health Insurance Transactions

  • 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 Corporations;
  • Prudential Insurance Company of America in the sale of its health care business to Aetna Inc.;
  • United HealthCare in its purchase of HealthNet’s Northeast Operations;
  • United HealthCare in its purchase of Oxford Health Plans;
  • PacificCare in its sale to United HealthCare;

Cross-Border Insurance Transactions

  • Sul America Companhia Nacional de Seguros in its US$400 million sale of a 49 percent stake in its property/casualty insurance operations to ING Groep N.V.;
  • SCOR SE in its acquisition of Transamerica’s life reinsurance businesses from Aegon NV;
  • RSA Group in the sale of its U.S. insurance operations to Arrowpoint Capital;
  • Travelers Group Inc. in its purchase of the Dominion Insurance Company of Canada;
  • Travelers Group Inc. in its Brazilian surety joint venture with J. Malucelli & Co.;

Asset Transactions

Life and Annuity Transactions

  • ManuLife Financial in the sale via reinsurance of its life retrocession business to Pacific Life Insurance Company;
  • Cigna Corp. in the sale of certain of its reinsurance businesses to Swiss Re Life and Health America;
  • Cigna Corp in the sale of its life retrocession business to Enstar;
  • John Hancock Life Insurance Company, a subsidiary of Manulife Financial Corporation, in the sale via reinsurance of a 60 percent stake in its closed block of participating life insurance policies to New York Life Insurance Company;
  • ING (U.S.) in the sale of its group reinsurance business to RGA;
  • Connecticut General Life Insurance Company in its sale via reinsurance of its individual life insurance to Lincoln National;

Property/Casualty Transactions

  • Travelers Property Casualty Corporation in its $580 million acquisition of the surety and fidelity bond business of Reliance Insurance Company and its affiliates;
  • Endurance Specialty in its purchase via reinsurance of Hartford’s reinsurance business;

Restructuring Transactions

  • Citigroup in the restructuring of Primerica Life Insurance Company and the subsequent initial public offering of Primerica Inc.;
  • Travelers Group Inc. in the combination and restructuring of Travelers’ and St. Paul Company’s internal reinsurance pools;
  • Voya Financial, Inc. in the onshore redomestication of its Cayman Islands domiciled reinsurance company to Arizona;
  • CIGNA Corp. in the restructuring of its property and casualty U.S. and international business and internal reinsurance pools;
  • ING (U.S.) in the restructuring of its U.S. operations in anticipation of its separation from ING Groep, N.V. and subsequent initial public offering of Voya Financial;
  • Endurance Specialty in its initial public offering;
  • Various life insurance company clients in the strategic restructuring of their captive insurance subsidiaries and operations in response to regulatory changes being adopted by the National Association of Insurance Commissioners;

Long-Term Care Transactions

  • CNO Group in the sale of its Conseco Senior Health Insurance Company subsidiary to the Senior Health Care Insurance Trust;
  • Travelers Life in the sale of its long-term care business via reinsurance to Genworth Life Insurance Company;
  • Various clients in connection with comprehensive strategic reviews of their long-term care books of business;

Retirement Plans Services Transactions

  • CIGNA Corp. in the $2.1 billion sale of its retirement services business to Prudential Financial, Inc.;
  • Massachusetts Mutual Life Insurance Company in its acquisition of the retirement plan services business of Hartford Financial Services;
  • John Hancock Retirement Plan Services LLC (Canada), a subsidiary of Manulife Financial Corporation, in its acquisition of the retirement plan services business of New York Life;

Aggregate Reinsurance Covers

  • Liberty Mutual Insurance Company in a reinsurance transaction with National Indemnity Company, a subsidiary of Berkshire Hathaway Inc. involving the cession of Liberty Mutual’s U.S. workers compensation, asbestos and environmental liabilities with an aggregate limit of $6.5 billion;
  • CNA Financial Corporation and its subsidiaries in a loss portfolio reinsurance transaction in which CNA’s insurer subsidiaries ceded to National Indemnity Company, a subsidiary of Berkshire Hathaway Inc., CNA’s legacy asbestos and pollution liabilities;
  • CIGNA Corp. and certain of its insurer subsidiaries in a reinsurance transaction with Berkshire Hathaway Life Insurance Company of Nebraska to reinsure CIGNA’s run-off guaranteed minimum death benefits and guaranteed minimum income benefits businesses;
  • Citigroup, Inc. in structuring an asbestos and environmental aggregate reinsurance cover in connection with the spin-off of Travelers Property;

Mutual Transactions/Combinations

  • AmerUS Group Co. in its sponsored demutualization/acquisition of Indianapolis Life Insurance Company;
  • Massachusetts Mutual Life Insurance Company in its merger with Connecticut Mutual Life Insurance Company;
  • MetLife in its merger with New England Mutual Life Insurance Company;
  • Allied Mutual Group in its merger with Nationwide Mutual Life Insurance Company;

Demutualizations and Conversions

  • Employers Holdings, Inc. (formerly EIG Mutual Holding Company) in its conversion from a mutual insurance holding company into a stock corporation and 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 formation of a mutual holding company in Massachusetts and the subsequent merger of mutual holding companies;

Renewal Rights Transactions

  • Gulf Insurance Company in its purchase of the renewal rights to the environmental and excess and surplus lines casualty business of Frontier Insurance Company and its subsidiaries;
  • RSA in the sale to Travelers Corp. of the renewal rights for its U.S. commercial business;
  • Travelers Corp. in the purchase of the renewal rights of certain commercial business to American Mutual Life Insurance Company;
  • Endurance Specialty in its purchase from Hartford Financial Services of the renewal rights to its reinsurance business;

Formation and Structuring of Insurance and Reinsurance Companies

  • Formation of Wilton Reassurance Company, a life reinsurer, on behalf of funds managed by Stone Point Capital and related capital raising and financings;
  • Formation of PURE Reciprocal Exchange on behalf of funds managed by Stone Point Capital and related capital raising and financings;
  • Formation of GreyCastle Holdings and its subsequent sale by XL Capital;
  • Formation of both offshore and onshore captive insurance companies on behalf of the firm’s insurance and reinsurance clients;
  • Formation of Prime Re on behalf of Citigroup and the loss portfolio transfer of Primerica Life Insurance Company’s business to Prime Re; and
  • Formation of offshore insurance and reinsurance companies and the related reinsurance cessions from U.S. affiliates.

Credentials

Education

  • J.D., New York Law School, 1974 (Research Editor, New York Law Review)
  • B.A., Fordham University, 1971

Admissions

  • New York

Robert J. Sullivan

Partner, Insurance; Insurance Mergers and Acquisitions
robert.sullivan@skadden.com