Simpson Thacher leverages market-leading transactional capabilities and deep insurance regulatory experience to deliver practical solutions for clients covering the entire spectrum of deals and regulatory matters across the global insurance and reinsurance landscape. We advise insurers, reinsurers, asset managers, private equity funds, strategic investors and other insurance industry participants on the full spectrum of significant matters, including:
Representative matters include representing:
Mergers, Acquisitions and Strategic Investments
- Aetna’s Board of Directors in connection with CVS Health’s $78 billion acquisition of Aetna
- AIG in the $4.8 billion sale of its Japan-based life insurance subsidiaries AIG Star Life Insurance Co., Ltd. and AIG Edison Life Insurance Company to Prudential Financial
- KKR in its $4.7 billion acquisition of a controlling interest in Global Atlantic, a leading retirement and life insurance company and subsequent $2.7 billion acquisition of the remaining 37% stake of Global Atlantic
- ProAssurance Corporation in its announced $1.3 billion acquisition by The Doctors Company
- Sixth Street Partners in the purchase by its affiliates of an aggregate of 803,500 voting ordinary shares of Enstar Group Limited (Enstar) from Canada Pension Plan Investment Board; Sixth Street simultaneously assigned their right to acquire 89,300 shares of Enstar to Flexpoint Asset Opportunity Fund II-A, L.P. and Flexpoint Asset Opportunity Fund II-B, L.P.
- Sumitomo Life Insurance Company in its $3.8 billion acquisition of Symetra Financial Corporation
- Travelers Property Casualty Corp. its $16 billion merger with St. Paul Companies
Joint Ventures and Strategic Partnerships
- Hamilton Lane in its formation of an innovative, long-term strategic partnership with The Guardian Life Insurance Company of America, through which Hamilton Lane will manage Guardian’s existing private equity portfolio of nearly $5 billion
- Blackstone in its strategic partnership with Phoenix Financial pursuant to which Phoenix will invest up to $5 billion across a range of Blackstone credit strategies, including corporate, real estate and asset-based credit
- Blackstone in its strategic relationship with Resolution Life, pursuant to which Resolution Life will be Blackstone’s strategic partner for new closed book transactions, including reinsurance, in the life and annuity sector globally. Also advised Blackstone in the establishment of a new perpetual capital vehicle which has acquired 100% of the economic interests of Resolution Life Group Holdings, Ltd. Blackstone and Resolution Life raised $3 billion of new equity capital commitments–including a $500 million strategic investment from Blackstone
- A large target date fund provider in a transaction with multiple insurance companies to provide up to an aggregate of $15 billion of guaranteed income via group annuity contracts issued to a suite of target date funds
Reinsurance, Sidecars and Platform Formations and Capitalizations
- Antarctica Capital, and its portfolio companies, on various reinsurance transactions, including approximately $1.2 billion of ceded premium in connection with a sidecar sponsored by American Life & Security Corp.*
- Knighthead Annuity & Life Assurance Company on its acquisition of an Oklahoma domestic insurance company to establish its US direct writing business, and a series of block and flow reinsurance transactions under which Knighthead assumed certainly fixed annuity liabilities from various U.S. ceding companies*
- A Bermudan reinsurer on its cession of a $429,000,000 portfolio of legacy insurance business to an international legacy specialist group; the assumption of certain US/Canadian risk and related program management agreements*
- RenaissanceRe Holdings Ltd. in the creation and financing of Timicuan Reinsurance III Limited, a new Bermuda reinsurance company formed to serve as a “sidecar” for a defined portfolio of RenaissanceRe’s property catastrophe business
- Vestar Capital Partners in its investment in Validus Re, a Bermuda-based reinsurance company
Capital Raising
- Bright Health Group in its $924.3 million initial public offering of common stock. A total of 51,350,000 shares of common stock were sold in the offering.
- The Cigna Group in its public offering of $4.5 billion in senior notes in four series of varying maturities. The Firm also represented Cigna in connection with its repurchase of approximately $1.76 billion of outstanding senior notes through tender offers concurrently with the notes offering. Separately, the Firm represented Cigna in connection with repurchases of approximately $3.2 billion of common stock through an accelerated share repurchase agreement.
- The underwriters in connection with a public offering by UnitedHealth Group of $12 billion aggregate principal amount of its notes, consisting of $500 million aggregate principal amount of Floating Rate Notes due 2026, $650 million aggregate principal amount of 4.75% Notes due 2026, $1.25 billion aggregate principal amount of 4.8% Notes due 2030, $1.5 billion aggregate principal amount of 4.95% Notes due 2032, $2 billion aggregate principal amount of 5.150% Notes due 2034, $1.5 billion aggregate principal amount of 5.5% Notes due 2044, $2.75 billion aggregate principal amount of 5.625% Notes due 2054 and $1.85 billion aggregate principal amount of 5.75% Notes due 2064
- The underwriters in a registered offering by Reinsurance Group of America, Incorporated of 6,172,840 shares of RGA's common stock for gross proceeds of approximately $484 million
*includes experience of our partners prior to joining Simpson Thacher & Bartlett LLP