Clients say: "He's a strong and highly effective negotiator with the ability to get results using a cooperative approach." 
Chambers USA 2020

Overview

Stephen G. Rooney is Co-leader of Mayer Brown's Global Insurance Industry Group. He practices in the areas of securities offerings, structured finance and mergers and acquisitions. Over the past 25 years, he has represented issuers and underwriters in connection with domestic and international offerings of equity, debt and hybrid securities, and he has extensive experience in negotiating and structuring M&A within the insurance and financial services industries. Stephen also counsels domestic and international clients on corporate governance matters and director fiduciary duties.

Stephen has served as transaction counsel in a variety of insurance-linked securities offerings and other structured financings, including numerous catastrophe bond offerings; the first securitization of life insurance regulatory reserves; the first securitization of private equity investment portfolios; and the first securitization of insurance policy loans. He has advised on more than 100 insurance‐linked securities offerings and reinsurance side‐car formations in the last five years alone.

Stephen was named a "Dealmaker of the Year" for 2014 by The American Lawyer for his role as transaction counsel in the first-of-its-kind catastrophe bond offering sponsored by  New York's Metropolitan Transportation Authority (MTA). He has also been consistently recognized as a leading insurance industry transaction lawyer in Chambers USA and Who's Who Legal: Insurance and Reinsurance.

Experience

Mergers and Acquisitions

  • The Hartford in its $2.1 billion acquisition of The Navigators Group, the NASDAQ-listed global specialty insurer
  • The Hartford in its $1.5 billion acquisition of the group life and disability business of Aetna
  • Aegon in the $5.4 billion sale of the Transamerica Finance commercial finance business to GE
  • Scottish Re in the $1.3 billion divestiture of a substantial portion of its US business to Hannover Re  
  • Telefonica in the $900 million tender offer for the minority shareholdings of Compania de Telecomuniciones de Chile  
  • CNO Financial Group in the acquisitions of technology-driven employee benefits administrators Web Benefits Design and Direct Path LLC
  • Nationwide in its acquisition of the managing general agency E-Risk Services LLC
  • Scottish Re in its sale of control to Cerberus and Mass Mutual Capital
  • Sun Life in its $4 billion acquisition of Clarica Life Insurance Company

Structured Finance

  • Bristol-Myers Squibb in a $1.4 billion pension de-risking transaction with The Prudential
  • Catastrophe bond and other insurance-linked securities offerings sponsored by Allstate, Alphabet, Amtrak, Arch Capital, Argo, Axa XL, Citizens (Florida), China Re, Generali, Hannover Re, Kaiser Permanente, Liberty Mutual, Louisiana Citizens, Massachusetts Property Insurance Underwriting Association, Metropolitan Transit Authority, Mitsui Sumitomo, Munich Re, Nationwide, NMI, North Carolina JUA, Pacific Gas & Electric, QBE, Sempra Energy, Sompo/Nipponkoa, SCOR, Scottish Re, State Farm, Travelers, Zenkyoren and Zurich, among others
  • Scottish Re in the $2.1 billion securitization of term life insurance regulatory reserves through Ballantyne Re plc
  • Genworth Financial in its subsidiary's $2 billion securitization of term life insurance regulatory reserves, the first-of-its-kind
  • AON in its securitization of private equity investments

Initial Public Offerings; Securities Offerings

  • Sun Life Financial Services of Canada in its $2 billion global IPO
  • Nationwide Mutual in the 144A/Regulation S offering of $1.35 billion of surplus notes
  • Scottish Re Group Ltd. in numerous public offerings of convertible debt, hybrid and equity securities
  • Nationwide Financial Services in global offering of $1 billion of senior notes guaranteed by Nationwide Mutual
  • Morgan Stanley as underwriter in the global IPO of IPC Re and follow‐on equity offering
  • FBR as underwriter in the 144A IPO of National General
  • Oberthur Card Systems (France) in its international IPO
  • Banco Nacional de Mexico, S.A. ("Banamex"), in raising more than $8 billion in numerous international capital markets transactions, including subordinated debt offerings and numerous structured financings
  • Bank of Butterfield (Bermuda) in multiple private subordinated debt offerings
  • Coca‐Cola Embonor, S.A., of Chile in its IPO in the US of high‐yield debt and ADRs

Education

Fordham University School of Law, JD

The Wharton School, University of Pennsylvania, BS, Economics

Admissions

  • New York

Court

  • US Supreme Court

Activities

  • Board of Trustees, Inner City Scholarship Fund (2005-present)
  • Trustee of the Village of Pelham Manor (1995-2003); Mayor (2003-2005)
  • Law Clerk, Hon. Kevin Thomas Duffy, US District Judge, SDNY, (1980-1982)
  • Named by Chambers USA: America's Leading Lawyers for Business as a leading corporate insurance lawyer in New York. (2014- 2020)
  • Recognized by Lawyers Alliance for New York for 10 years of dedication and commitment to volunteering with the organization as a member of the organization’s “10 Year Circle,” comprised of long-term volunteers who have provided pro bono legal services to nonprofit clients during the past 10 years. (2019)
  • Named by Who's Who Legal: Insurance and Reinsurance as a leading insurance industry transaction lawyer.
  • Named a "Dealmaker of the Year" for 2014 by the American Lawyer for his role as transaction counsel in the first-of-its-kind catastrophe bond offering for New York's Metropolitan Transportation Authority (MTA).