Insurance M&A, reinsurance and restructurings

At Eversheds Sutherland, we understand the specialized issues that arise when insurers, reinsurers, distributors, investment advisors and insurance intermediaries are involved in mergers, acquisitions, dispositions, reinsurance or restructurings.

First and foremost, we are dedicated insurance lawyers who know the insurance industry from top to bottom, rather than generalists who work in the sector only from time to time. Our decades of insurance experience allow us to devise practical solutions to complex problems, identify fresh opportunities, head off potential pitfalls and ensure that our clients get the outcomes they hope to achieve. Our M&A lawyers are supported by a deep bench of tax, regulatory, employment, intellectual property and technology and disputes lawyers who likewise are deeply immersed in the insurance sector and help insurance clients identify and manage business and legal risks to get deals done in a timely and efficient manner.

We advise some of the largest insurance companies on:

• stock/share and asset acquisitions and dispositions (including change of control laws and regulations)
• business transfers, including interim and permanent reinsurance and portfolio transfers (Part VIIs etc.) and related security arrangements
• bulk reinsurance and complex reinsurance transactions for acquisitions and dispositions of non-core businesses
• transformative transactions such as mergers, demutualizations, mutual holding company conversions and tie-ins
• transfers of renewal rights
• transfers of retirement services businesses and insurance distribution businesses (broker-dealer, insurance agency, investment advisor)
• formation of insurance vehicles
• group restructurings, including through the use of portfolio transfers and cross-border mergers
• joint ventures and strategic alliances
• ordinary course reinsurance, including contract wordings.

Our thorough knowledge of virtually every form of insurance-related transaction covers the full range of issues that are likely to arise, including corporate, tax, securities, antitrust, intellectual property and employment matters, as well as the matters that are special to insurance, such as reinsurance, regulatory and rating agency capital, distribution channels and market practice. This knowledge not only makes us well suited to represent either a buyer or seller in insurance and reinsurance transactions, but also enables a laser-like focus on our clients' needs.

Recent transactional work by the firm and members of the insurance M&A team at predecessor firms includes:

• acted for Capita on its £412m offer for Xchanging plc in the UK.
• represented EXOR S.p.A., as insurance M&A and regulatory counsel, in its successful contested acquisition of PartnerRe Group for $6.8 billion (named 2016 Global M&A Deal of the Year: Offshore by The American Lawyer)
• advised on all aspects of the creation, administration and operation of Flood Re, the innovative world first solution for flood insurance in the UK that represented unprecedented co-operation between the Association of British Insurers, the government, the UK insurance market and the global reinsurance market
• represented Nationwide Group in its recent acquisition of Jefferson National Life Insurance Company
• represented The Hartford in the strategic sale of all of its U.S. life insurance business to Prudential
• represented MassMutual in its recent acquisition of the retail brokerage business of MetLife
• represented the selling shareholders in the auctioned sale of Maxum Indemnity Company, Maxum Casualty Insurance Company and Maxum Specialty Services, Inc.
• represented Unum Group in its recent acquisition of Starmount Life Insurance Company and affiliates
• acted for Legal & General on the sale of Legal & General Holdings (France) S.A., a specialist player in unit-linked savings and group risk, headquartered in Paris
• acted for a UK insurance company on a transfer of engagements under the Friendly Societies Act 1992
• acted for a UK mutual on the sale of its £18 billion life insurance business
• assisted with sales and acquisition of insurance intermediaries for Aon UK

Our M&A team provides our insurance clients with clear, strategic guidance to avoid traps that can delay or derail transactions or result in unintended consequences. We are widely acknowledged in the industry for our pragmatic business judgment and approach and creative problem-solving skills, all of which enable our clients to achieve their business and legal objectives on their most important mandates.

Contact our insurance and reinsurance industry mergers and acquisitions team

If you would like any further information or need advice on insurance and reinsurance industry mergers and acquisitions matters, please contact our legal team.