Overview

Our Insurance industry group regularly represents acquirers, target companies and sellers, in connection with domestic and cross-border acquisitions and dispositions of insurance companies, divisions and lines of business. Our substantial M&A experience is combined with our more focused understanding of insurance transactions to provide our clients with the highest level of representation. We also represent financial advisors in structuring M&A and demutualization transactions and providing fairness opinions.

The Financial Times recognized Mayer Brown as one of the four most innovative US law firms in 2010 and ranked the firm’s representation of Assured Guaranty in its acquisition of Financial Security Assurance, Inc. as one of the top three most innovative M&A transactions. Referring to Mayer Brown's M&A practice, clients in Chambers USA stated we "have depth, and talent within the depth - the work is of very high quality."

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Experience

Property Casualty and Run-off

  • Catalina Holdings (Bermuda) Ltd. in its agreement to acquire Alea Group Holdings (Bermuda) Ltd., including its insurance company subsidiaries in Bermuda and the US, from FIN Acquisition Limited, a subsidiary of investment funds managed by affiliates of Fortress Investment Group LLC. Catalina is a long-term consolidator in the non-life insurance/reinsurance runoff sector.
  • Desjardins as US regulatory counsel in the acquisition of State Farm's Canadian businesses in property and casualty, and life insurance.
  • The Munich Re Group in its agreement to acquire Texas-based RenRe Energy Advisors Ltd., the weather and weather-related energy risk management unit of reinsurer RenaissanceRe Holdings Ltd., Bermuda.
  • OneBeacon Insurance Group, Ltd., in the sale of its runoff business to an affiliate of Armour Group Holdings Limited.
  • Tokio Marine Group in the sale of its discontinued US property/casualty reinsurance business written by the US branch of Tokio Marine.
  • SeaBright Holdings, a publicly traded worker’s compensation insurer, in its $252 million buyout by Bermuda-based Enstar Group.
  • Riverstone Holdings, a UK subsidiary of Fairfax Financial, in its acquisition of Brit Insurance Limited, a UK insurance company.
  • OneBeacon Insurance in the sale of its AutoOne automobile insurance business, including renewal rights, to Interboro Holdings, Inc.
  • Beazley, a specialty insurance company, in the sale by its subsidiary, Beazley Holdings Inc., of the renewal rights and certain assets connected to its US long-term care insurance portfolio to Ryan Specialty Group LLC.
  • ACE Limited in its $865 million acquisition of ABA Seguros from Ally Financial Inc. ABA Seguros is Mexico's sixth-largest P&C insurer.
  • ACE American Insurance Company, a subsidiary of ACE Limited, in its $1.1 billion acquisition of the remaining 80 percent of Rain and Hail Insurance Service, Inc., the second largest crop insurance underwriter in the United States.
  • ACE Limited in its $107 million acquisition of Penn Millers Holding Corporation, a NASDAQ-listed agribusiness insurer.
  • OneBeacon Insurance Group, Ltd., in its agreement to sell its personal lines insurance business to Tower Group, Inc.
  • The Hanover Insurance Group, Inc., in its takeover of Chaucer Holdings plc.
  • Argo Group International Holdings, Ltd., a Bermuda holding company, in the sale of its US-based subsidiary, PXRE Reinsurance Company, to Tawa Group plc, the UK-quoted runoff consolidator.
  • An insurance company to dispose of its minority interest in China Property and Casualty Reinsurance Company Ltd. and China Continent Property and Casualty Insurance Company Ltd.
  • Fairfax Financial Holdings Limited in relation to the acquisition of the entire issued share capital of Winterthur Swiss Insurance (Asia) Limited—now known as Falcon Insurance Company (Hong Kong) Limited—from Winterthur Swiss Insurance Company.

Public M&A / Financial Advisors

  • Deutsche Bank as financial adviser to Validus in its acquisition of publicly traded Bermuda based Flagstone Re.
  • Deutsche Bank, the financial advisor to Allied World Assurance Company Holdings AG, on Allied’s $3.2 billion merger bid with Transatlantic Holdings, Inc.
  • Peel Hunt as financial advisor to Markel Corporation in its acquisition of LSE listed Abbey Protection plc for £117m.
  • Banc of America Securities as financial advisor to a leading international insurance organization in its $1.9 billion sale of its US personal auto insurance business, 21st Century Insurance Group, to Farmers Group, Inc., a subsidiary of Zurich Financial Services Group.
  • Seng Heng Bank Limited, the second-largest locally incorporated bank in Macau, on bidding for a 100 percent shareholding of Banco Commercial de Macao, S.A. and two insurance companies of the same group in Macau.

Life-related

  • Aurigen USA Holdings in its acquisition of Brokers National Life Assurance Company, an insurance and reinsurance company licensed in 48 states and the District of Columbia, from Ameritas Life Insurance Corp.
  • In the field of life insurance reserve financing in the context of M&A, our partners have contributed to over 50 such transactions that closed over the past decade.
  • ACE Limited in the $425 million acquisition of the Hong Kong and Korean life insurance operations of New York Life.
  • Guggenheim Partners, a diversified financial and insurance services firm, in its $440 million acquisition of EquiTrust Life Insurance Company from FBL Financial Group, Inc.
  • Guggenheim Life & Annuity Company in its acquisition of $1.7 billion of policies and related assets from Standard Life Insurance Company of Indiana, as a part of Standard Life’s ongoing, court-supervised reorganization.
  • MLC (then a subsidiary of Lendlease and now a subsidiary of AXA) in the acquisition of a controlling stake of 55% in CEF Insurance Holdings (Bermuda) Limited. We conducted a full due diligence and negotiated all the documentation. We also acted for MLC when it acquired the interests of the minority shareholders in 2005.
  • Pacific Century Insurance Holdings Limited in Hong Kong in the acquisition of 50.48 percent of its shares for an aggregate consideration of HK$3.526 billion by an international insurance company.
  • Prudential Asia Group in the sale to the management of Prudential Asset Management Asia Limited, including all of its subsidiaries in Hong Kong

Mortgage Insurance and Financial Guaranty

  • Arch Capital Group in its acquisition of CMG Mortgage Insurance Co. and the operating platform and related assets of PMI Mortgage Insurance Co. for approximately $300 million, plus deferred consideration. The transaction will mark Arch’s entry as a direct insurer into the US mortgage insurance industry.
  • Assured Guaranty Ltd. in the $800 million capitalization of Municipal Assurance Corp., a new municipal-only financial guaranty insurer.
  • Assured Guaranty, Ltd., in the acquisition of Municipal and Infrastructure Assurance Corporation, a financial guaranty insurer.

Intermediaries, MGAs and Other Service Providers

  • Wells Fargo Insurance in the sale of 42 primarily smaller regional insurance brokerage and consulting locations to a subsidiary of USI, Inc.
  • Western Re, an insurance managing general agency and Lloyd’s coverholder, in the acquisition by Catalytic Holdings, LLC of 100% of Western Re shares and related joint venture acquisitions and financing.
  • Randall & Quilter (R&Q) in the acquisition of the insurance services businesses Reinsurance Solutions Limited (UK) and Reinsurance Solutions LLC (US) from Guy Carpenter & Company, LLC and Marsh Limited, as well as the acquisition of Excess & Treaty Management Corporation, a management company for the run-off of the Excess Casualty Reinsurance Association, from Guy Carpenter & Company, LLC.
  • Willis Group Holdings and the Lucas Family in the €500 million investment by Astorg in French insurance broker Gras Savoye.
  • Ally Financial Inc. in the sale by its subsidiary, Car Care Plan (Holdings) Limited, of Provident Insurance plc, Insurance Services Limited and Hebble Insurance Management Services Ltd., to Covéa Mutual Insurance Group Company.
  • Everest Reinsurance Holdings in the acquisition of Heartland Crop Insurance, Inc., a specialty underwriter of crop insurance.
  • SIACI Saint Honoré, one of the largest insurance brokerage and consultancy groups in France, with regard to the reorganization of its activities and regulatory and corporate issues.
  • US management team of EMB in Towers Watson’s acquisition of EMB Consultancy LLP, a non-life insurance consulting and software company.

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