Jay A. Kallas is counsel in Mayer Brown's Chicago office and a member of the Global Insurance Industry group. He concentrates his practice on structured insurance and reinsurance transactions and has worked on some of the largest and most complex deals in the insurance industry. His transactional experience includes mergers, acquisitions, financings and divestitures. On the regulatory side, he possesses a strong understanding of the rules and regulations applicable to underwriters, producers and reinsurance entities.
A transactional and regulatory lawyer, he has advised senior management, as both outside counsel and in-house counsel, on critical decision points in the due diligence, negotiation, execution and closing phases of transactions. He has also advised insurance companies and other entities on a variety of corporate formation, licensing, redomestication and capitalization matters.
Before joining Mayer Brown, Jay was with another prominent international firm and prior to that, with The Allstate Corporation where he was corporate counsel in the investments and business transactions department. While at Allstate, Jay provided counsel on various types of life and property and casualty reinsurance agreements, including quota share treaties, coinsurance arrangements, excess of loss coverage and catastrophe bonds and advised clients on credit for reinsurance issues.
Mergers, Acquisitions and Divestitures
Jay has nearly 20 years of experience with mergers, acquisitions, financings and divestitures focusing solely on the insurance industry:
- Represented Ascot Group in the acquisition of its U.S. underwriting companies.
- Represented Hartford Life Insurance Company in its $1.45 billion acquisition of Aetna's group life and disability business.
- Represented Allstate in its $600 million sale of Lincoln Benefit Life Company to Resolution Life.
- Represented Aetna in its merger with Coventry Health Care.
- Represented MetLife in its $15.5 billion acquisition of AIG’s American Life Insurance Company.
- Represented Hartford Life Insurance Company in its $570 million acquisition of the group benefits division of CNA Financial Corporation.
- Represented Munich Re Group in its $1.3 billion acquisition of The Midland Company.
- Represented The Hanover Insurance Group in its sale of First Allmerica Financial Life Insurance Company to Goldman Sachs.
- Represented AEGON NV in its sale of Transamerica Reinsurance to SCOR SE for $1.4 billion.
- Represented Munich Re Group in its $352 million acquisition of Sterling Life Insurance Company and Olympic Health Management Systems, Inc. from Aon Corporation.
- Represented Allstate in the sale of its Signature LegalCare business to Hyatt Legal Plans.
- Represented Tower Group in its acquisition of the personal lines business of OneBeacon Insurance Group.
- Represented Old Mutual plc in the $350 million sale of its U.S. life and annuity business to Harbinger Capital Partners.
- Represented Societe Generale in a series of GMDB, GMIB, GMWB and GMAB reinsurance transactions with Tokio Marine.
- Represented Commerce Insurance Group in the formation of an exclusive agency arrangement for its California auto business.
- Represented Centene Corporation in its $77 million acquisition of Celtic Insurance Company.
- Represented Markel Corporation in its $135 million acquisition of Aspen Holdings.
- Represented MetLife in connection with a $350 million letter of credit facility to provide funding support for XXX and A-XXX reserves.
- Represented Flagstone subsidiary in its $175 million catastrophe bond transaction.
- Represented Northwestern Mutual in its $1.75 billion surplus note offering.
- Represented Mutual of Omaha in its $300 million surplus note offering.
- Represented Guardian in its $400 million surplus note offering.
- Represented SCOR subsidiary in its $200 million catastrophe bond transaction.
- Represented TIAA in its $2 billion surplus note offering.
University of Illinois at Urbana-Champaign, BS
Northwestern University School of Law, JD
- American Council of Life Insurers, Reinsurance Committee
- Insurance Industry Charitable Foundation–Midwest Chapter, Board of Directors