Overview

Mayer Brown’s Insurance Capital Markets practice consists of corporate lawyers who represent both issuers and underwriters in a wide variety of debt and equity offerings, as well as an experienced structured finance practice working at the forefront of the market for securitized products.

With lawyers located in the world's principal financial centers, we regularly represent both issuers and underwriters in connection with issuances of fixed-income securities, including investment-grade debt, leveraged capital, high-yield debt, continuously offered products, equity-linked note programs and hybrid capital. In addition, we have substantial experience in all aspects of equity capital transactions, including initial public offerings, follow-on offerings, American Depositary Receipts and Global Depository Receipts, private investment in public equities and spin-offs.

Equity Capital Markets

Debt Capital Markets

 

Equity Capital Markets

We regularly represent issuers, investment banks, financial sponsors, placement agents and selling shareholders in a wide variety of equity capital markets transactions, including registered public offerings, Rule 144A and Regulation S transactions, private placements, stock exchange listings, rights offerings, open offers, offerings of global depositary receipts/American depositary receipts (GDRs/ADRs), private investments in public equities (PIPEs), spin-offs, exchange offers, capital reorganizations, share buy-backs and demergers.

Initial Public Offerings

In guiding clients through the initial public offering (IPO) process and the requirements of being a public company, we also assist first-time issuers in implementing corporate governance practices, understanding initial and ongoing disclosure and reporting requirements, and establishing employee benefit arrangements.

Representative insurance industry IPOs on which our partners have worked include (*denotes issuer’s counsel role; remainder are underwriter’s counsel roles):

  • ACE Limited*
  • Assured Guaranty Ltd. *
  • Benfield Group Limited*
  • Catlin Group Limited*
  • Endurance Specialty Holdings Ltd.
  • First Mercury Financing Corporation
  • Fortegra Financial Corporation
  • Montpelier Re Holdings Ltd.*
  • National Financial Partners Corp.
  • National General Holdings Corp.
  • Novae Group plc*
  • Paris Re
  • Sun Life Financial Services of Canada, Inc.*

Follow-On Offerings. We represent underwriters, issuers and selling shareholders in the full range of follow-on public offerings, from underwritten offerings with road shows to overnight bought deals and spot secondaries.

Rights Offerings. We represent issuers in the Americas, Europe, Asia, and emerging market countries in connection with rights offerings of equity securities to existing shareholders.

American Depositary Receipts. We represent financial institutions and non-US issuers in establishing American Depositary Receipt and Global Depositary Receipt programs and raising capital through the issuance of ADRs and GDRs.

PIPEs. We represent issuers and financial institutions in connection with PIPE transactions, and advise financial institutions on the associated regulatory/trading issues.

Private Placements. We represent issuers and placement agents in a broad range of private placement transactions of equity securities.

Spin-Offs. We represent clients in connection with a variety of spin-off transactions and help clients prepare the spun-off company to function as a stand-alone entity.

Debt Capital Markets

We regularly represent issuers and underwriters around the world in connection with issuances of fixed income securities, including surplus notes, in public offerings (including shelf takedowns), Rule 144A offerings, international offerings and private placements. Our attorneys are regularly involved in complex high-yield transactions and have broad experience in structuring multi-tiered financings as well as intricate subordination and intercreditor issues. Our experience also encompasses hybrid capital product structuring and execution for insurance companies to achieve regulatory capital objectives.

We also represent issuers and financial advisors in connection with asset-liability and capital management transactions. With respect to debt securities, these transactions include privately negotiated and open-market purchases and/or tender or exchange offers to retire or replace debt with new debt or common or preferred equity, consent solicitations to modify the terms or covenants of the debt or a combination of both.

Investment Grade. We regularly represent issuers, underwriters and initial purchasers in connection with issuances of investment-grade fixed income securities in a variety of different currencies in public offerings and private placements. Our team was ranked by Bloomberg Finance as one of the top ten underwriter’s counsel for US investment-grade debt issuance.

High-Yield. We represent issuers, underwriters and initial purchasers in a wide variety of public offerings and private placements of high-yield debt securities. We are regularly involved in some of the most complex high-yield transactions and have broad experience in structuring and executing multi-tiered financings and resolving complex collateral, subordination and intercreditor issues.

Continuously Offered Products. We helped pioneer the medium-term note (MTN) market, having worked on the first global multi-currency MTN program in 1988 and the first retail MTN program in 1992. We have represented both issuers and agents in establishing MTN and bank note programs and in executing takedowns from the programs. We have established Euro MTN programs and MTN programs under Section 4(2), Rule 144A and Regulation S. under the US Securities Act of 1933 and Section 3(c)(7) under the US Investment Company Act of 1940. We also advise clients in establishing commercial paper programs and extendible note programs, both under Section 4(2) and Section 3(a)(3) of the Securities Act.

Equity-Linked Programs. Mayer Brown has been among the most active law firms in connection with equity-linked note programs, which are typically issued by financial institutions.

Hybrid Capital. Our group regularly advises clients in connection with the issuance of hybrid capital securities such as auction and remarketed preferred, trust-preferred and convertible securities. We have helped structure and execute transactions in the United States, Europe and globally for US, Canadian, Latin American, European and Asian issuers. We also helped to develop the trust-preferred CDO product as a capital-raising vehicle for smaller banks, insurance companies and real estate companies.

Surplus Notes. Our lawyers have extensive experience representing issuers and underwriters in connection with 144A offerings and private placements of surplus notes by insurance companies.

Praxis

Equity Capital Markets

  • We represented Morgan Stanley and other underwriters in connection with the public offering of  26 million Depositary Shares each representing a 1/1,000th Interest in a Share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series E of the Allstate Corporation.
  • We represented Citigroup Global Markets, Inc. in the Initial public offering of 6 million shares of Common Stock by Heritage Insurance Holdings, Inc. at a price of $11 per share.
  • We represented UBS Securities LLC, Bank of America Merrill Lynch, Citigroup, Credit Suisse and Wells Fargo Securities as underwriters in PartnerRe Ltd’s offering of 10 million 5.875% Series F Non-Cumulative Redeemable Preferred Shares at a price of $25 per share.
  • We represented Assured Guaranty Ltd. in it issuance of 10.6 million Common Shares at a price of $16.45 per share, sold by selling shareholders WL Ross Group affiliates.
  • We represented Everest Reinsurance Company in its issuance of $370 million Non-Voting Redeemable Preference Shares.

Debt Capital Markets

  • We represented a major financial institution in the 400 Million 4.95% Surplus Notes due 2044 by Nationwide Mutual Insurance Company.
  • We represented CNA Financial in its issuance of $550 million 3.95% Notes that are due in 2024.
  • We represented Caisse centrale Desjardins  in its issuance of $1 billion 1.55% Senior Notes due 2017 and $250 million Floating Rate Senior Notes due in 2017.
  • We represented Everest Reinsurance Holdings, Inc. in its issuance of $400 million 4.868% Senior Notes due in June 2044.
  • We represented ACE INA Holdings Inc.  in its issuance of $700 million 3.35% Senior Notes due in 2024.
  • We represented CNA Financial in its issuance of $550 million 3.95% Notes that are due in 2024.
  • We represented RLI Corporation in its issuance of $150 million 4.875% Senior Notes that are due in 2023.
  • We represented The Ohio National Life Insurance Company in its issuance of 250 million 6.875% Surplus Notes due 2042.
  • We represented CNA Financial Corporation in its issuance of $400 million 5.75% Notes due in 2021.
  • We represented CNA Financial Corporation in its issuance of $350 million 7.35% Notes due in 2019.
  • We represented ACE INA Holdings   in tis issuance of $300 million 5.8% Senior Notes due in 2018.