Insurance

Skadden is one of only a few global law firms that have an insurance
practice focusing on transactional, finance and regulatory matters, withexperience in the U.S., U.K. and throughout Asia, Europe and Latin
America. This experience allows us to provide sophisticated full-service
insurance transactional advice regardless of the size of a transaction —whether it be a high-profile industry transaction or a smaller deal withstrategic importance for our clients. We bring the same dedication andexperience to every matter, regardless of size.

Our clients include insurers, reinsurers, brokers, service providers (TPAs and MGAs), insurtech companies, asset management
firms and financial sponsors, hedge funds, family offices and otherproviders of private capital. We advise on all sectors of the insurance
industry, including P&C, life and annuities, long-term care andhealth care.
In recognition of our work, Skadden has been ranked in the top
tier for insurance law by Best Lawyers Best Law Firms and named
repeatedly among the top firms for insurance by Chambers USA.
According to Mergermarket, for 2023 we were ranked first for
financial services/insurance M&A by deal value when representing
principal advisors globally. According to S&P Global, for 2023 wewere the No. 1 firm for M&A in the insurance sector by deal value
globally. Additionally, Skadden has a considerable market share ofbuyer/seller representations for publicly announced Bermuda property and casualty (P&C) insurance M&A deals.

M&A and Reinsurance

Based in New York and London, Skadden’s insurance mergers andacquisitions practice features practitioners with leading market experience in transactions spanning all parts of the insurance industry.
Our team leverages our reputation as a global leader in mergers andacquisitions and deep knowledge of the insurance industry and regulation to provide seamless advice on a full range of matters, including:- Public company M&A, including mergers, going-private transactions, spin-offs and tender offers and exchange offers.
- Reinsurance transactions.
- Carve-outs of insurance and reinsurance businesses.
- Renewal rights transactions.
- Formations of insurance platforms (representing sponsors,management teams and co-investors).

The core areas of our practice include:- Redomestications of insurance companies and holding companies.

- Mergers and acquisitions.

- Demutualizations and sponsored demutualizations.

- Reinsurance.

- Private asset and stock purchases.

- Capital-raising transactions (including debt, equity, contingent
capital and excess reserve securitizations).

- Joint ventures and strategic investments.

- Hostile takeovers, proxy solicitations and related defenses involving entities subject to insurance regulation.

- Corporate governance and corporate preparedness advice, including special committee representations, proxy contest defense andrelated settlements.

- Restructurings and related corporate transactions.

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We bring decades of experience and an understanding of the market to
cutting-edge reinsurance and retrocession transactions, including:- Some of the largest and most complex “book of business” transfers in both the life and annuity and P&C sectors.
- Loss portfolio transfers.
- Flow reinsurance transactions and related investment management
structures.
- Onshore and offshore reinsurance platform transactions, including
the formation and licensing of offshore reinsurance vehicles.

potential issues starting at the structuring phase of a matter to ensure
solutions are identified as part of the deal process rather than firstbeing considered as part of a separate regulatory process.
We provide comprehensive regulatory counsel to clients in connection with insurance M&A, reinsurance and corporate finance transactions, and we are experienced in preparing various applications with,and/or appearing before, the numerous state insurance departments
and many international jurisdictions. Our team is also well versed ininteracting directly with insurance regulators.

- Structuring, forming and funding of sidecars, managed reinsurance vehicles and insurance-linked securities.

We also assist insurance companies in connection with financial andmarket conduct examinations, enterprise risk reports and other regulatory issues involving interaction and communication with insurance
regulatory authorities.

Capital Markets

Tax

Skadden uniquely combines a dedicated best-in-class insurancegroup with a leading capital markets practice that is consistently
recognized as one of the best in the world. We represent insurance
and reinsurance groups and companies, brokers and distributors,
financial sponsors, insurtechs, investment banks and other global
industry participants in a wide variety of capital-raising transactions,
including the issuance of debt, equity, insurance-linked securities,
sidecars, contingent capital instruments and excess reserve securitizations, in markets around the world. We have a leading IPO
practice, often representing issuers in insurance IPOs. Coordinating
across numerous practices, including tax, insurance regulatory,executive compensation and other areas, we execute IPOs with theknowledge necessary to identify potential obstacles before theyarise. We also help clients with pre-IPO worldwide reorganizations,tax structuring and optimization, concurrent sales processes ordispositions, domicile considerations, FPI and controlled company
analyses and positioning for proxy advisory firm considerations.

Skadden tax attorneys work closely with our insurance team tooptimize tax and regulatory efficiencies and structuring transactions.
Our tax team includes attorneys with experience in insurance transactions, including Bermuda/offshore structuring and internationaltax issues. We have advised buyers, sellers and other investors on
the tax consequences of stock and asset acquisitions, divestituresand reinsurance transactions. We navigate federal excise tax (FET),
considerations in offshore transactions and PFIC, CFC and RPII
rules that may impact investors in these transactions.

- Reserve and other financing transactions.

The firm is a leader in handling insurance tax controversy matters
before U.S. courts, the IRS and other administrative agencies. We
have significant experience resolving insurance-specific disputes,
such as the proper tax characterization of affiliate reinsurance transactions and the proper computation of tax reserves, at the administrative level.

Regulatory

Skadden’s insurance transactional experience is backed by a fully
integrated and dedicated insurance regulatory team with the ability to
manage and oversee transactional regulatory processes with complex
cross-jurisdictional U.S. and international components. We closelyinteract with regulators and local counsel in relevant jurisdictions.
We view regulatory matters as an integral part of an insurance M&Atransaction, and, as a result, our transaction teams fully engage with“Skadden fields a renowned M&A practice that
also demonstrates regulatory strength, enabling it tooversee an impressive array of highly sophisticatedtransactions in the insurance industry.”— Chambers USA 2023

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InsuranceContinuedExperience
M&A- NFP Ultimate Holdings LLC in its sale to Aon plc for an estimated consideration at closing of $13.4 billion- Global Atlantic Financial Group Limited in its $10 billion block
reinsurance agreement with Manulife Financial Corporation
across its U.S. and Japanese businesses- The Blackstone Group, Inc. in its $2.2 billion acquisition of a
9.9% equity stake in AIG’s life and retirement business, and in its
related strategic asset management partnership with AIG- Corebridge Financial Inc. in the $561 million sale of AIG LifeLimited, its U.K. life insurance business, to Aviva plc- Phoenix Group Holdings plc in its (i) $4.1 billion acquisition ofReAssure Group plc from Swiss Re, (ii) $4.1 billion acquisition ofStandard Life Assurance Limited from Standard Life Aberdeen and(iii) $272 million sale of Ark Life Assurance Company to Irish Life

- Intact Financial Corporation in its $648 million acquisition of thebrokered commercial lines operations of Direct Line InsuranceGroup plc

- Farm Bureau Property & Casualty Insurance Company and theIowa Farm Bureau Federation in connection with their $1.37
billion take-private transaction of FBL Financial Group, Inc.

- American Financial Group, Inc. in its $3.5 billion sale of its annuity business to Massachusetts Mutual Life Insurance Companyand its $240 million acquisition of American International Group,Inc.’s (AIG’s) crop insurance business- Centene Corporation in its acquisition of Magellan Health, Inc. atan enterprise value of $2.2 billion- The founders of Markerstudy Group Limited in its $1.6 billion
merger with Atlanta, the personal lines broking business of The
Ardonagh Group Limited- Willis Towers Watson plc in its proposed $80 billion merger withAon and sale of Willis Re to A. J. Gallagher for $4 billion- Liberty Mutual Insurance Company in the (i) $2.5 billion sale ofLiberty Seguros, S.A. in Spain to Generali Group, (ii) $1.5 billion
sale of its Liberty Seguros personal and small commercial businesses in Brazil, Chile, Colombia and Ecuador to HDI International AG, a subsidiary of Talanx Group and (iii) $3.3 billion saleof Liberty Life Assurance Company of Boston to Lincoln NationalCorporation- Principal Life Insurance Company in its $25 billion reinsurance
transaction with an affiliate of Sixth Street and its insurance platform, Talcott Resolution Life Insurance Company, to reinsure $16
billion of fixed retail annuity and $9 billion of life insurance- Argo Group International Holdings, Ltd. in its loss portfolio transfer agreement with Enstar Group Limited with an approximately$1.1 billion aggregate limit- A consortium including The Travelers Companies, Inc., Capital Z
Partners Management, LLC and Further Global Capital Management, L.P. as lead equity investors in Fidelis Insurance Holdings
Limited’s newly created $3 billion premium managing general
underwriter (MGU) and the MGU’s separation from Fidelis’ existing balance sheet companies- Brookfield Reinsurance Ltd. in its $5.1 billion acquisition ofAmerican National Group, Inc.

- Apollo Global Management, Inc. in its $11 billion merger with
Athene Holding Ltd.

- Fidelity & Guaranty Life in its $2.7 billion acquisition by Fidelity
National Financial Inc.
- Massachusetts Mutual Life Insurance Company in the $2.35 billion
sale of its retirement plan business to Empower Retirement, LLC- American Equity Investment Life Holding Company in its strategic
partnership with Brookfield Asset Management Inc., which included
up to $10 billion of reinsurance with Brookfield and Brookfield’s
acquisition of a 19.9% ownership stake in American Equity- Core Specialty Insurance Holdings, Inc. in its acquisition of StarStone U.S. Holdings, Inc. from Enstar Group Limited. Skadden
also represented Core Specialty in its initial formation and $610
million capital raise from SkyKnight Capital, L.P., Dragoneer
Investment Group, LLC and Aquiline Capital Partners LLC- Sampo plc in the debt financing and shareholder arrangementswith joint offeror Rand Merchant Investment Holdings Limited
to support their £1.66 billion takeover bid for Hastings GroupHoldings plc- The PURE Group of Insurance Companies in the $3.1 billion
acquisition of Privilege Underwriters, Inc. by Tokio Marine Holdings, Inc.
- Ameriprise Financial, Inc., the parent company of RiverSource
Life Insurance Company, in its (i) $1.1 billion sale of its auto andhome insurance business to American Family Insurance Mutual

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Holding Company, (ii) $8 billion and $1.7 billion annuity reinsurance transactions with subsidiaries of Global Atlantic and (iii)
reinsurance transaction with Commonwealth Annuity and Life
Insurance Company- Markel Corporation in its acquisition of Nephila Holdings Limited- Manulife Financial Corporation in reinsurance transactions inwhich the company ceded approximately $8 billion of policy
liabilities related to its legacy U.S. group payout annuities toJackson National Life Insurance Company and approximately$4 billion of policy liabilities related to its legacy U.S. individual
payout annuities to RGA Reinsurance Company- XL Group Ltd. in its $15.3 billion acquisition by AXA SA- Validus Holdings in its $5.6 billion acquisition by AIG- SCOR SE in its successful defense against an €8.3 billion unsolicited takeover proposal from Covéa- The Warranty Group, Inc. and its parent company, TPG Capital,L.P., in Warranty Group’s $2.5 billion acquisition by Assurant, Inc.
- Old Mutual plc in its $446 million sale of a 25% stake in OM
Asset Management plc to HNA Capital US, a subsidiary of HNA
Capital Group Co., Ltd.
- Intact Financial Corporation in its $1.7 billion acquisition ofOneBeacon Insurance Group- MassMutual International LLC in its $1.7 billion sale of MassMutual Asia Ltd. to an investor group led by Yunfeng Financial
Group Limited- The Travelers Companies, Inc. in its $490 million acquisition ofSimply Business Holdings Ltd. from Aquiline Capital Partners LLC- Citigroup Inc. in its transfer of a coinsurance agreement coveringa block of term life insurance policies to a subsidiary of Swiss ReLife & Health America Inc., which resulted in a reduction of $2.5
billion of assets from Citi Holdings’ balance sheet- Endurance Specialty Holdings Ltd. in its $6.3 billion merger withSompo Holdings, Inc.

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