Transactional

Insurance Industry Mergers and Acquisitions

Stroock attorneys have a long and successful track record in virtually every kind of corporate insurance industry transaction, including public and private mergers and acquisitions, joint ventures, asset acquisitions, renewal rights transactions for both direct and reinsurance business, demutualizations, sponsored demutualizations and mutual holding company reorganizations.  Our merger and acquisition experience includes both U.S. domestic and cross-border transactions.

We counsel acquiring companies, sellers, and target corporations, their boards of directors, financiers, and financial advisers in tender offers, proxy contests, mergers and acquisitions, reorganizations, management buyouts, and corporate restructurings, and the litigation and administrative proceedings that frequently accompany those transactions. We also have served as counsel for special committees of independent directors of target companies. Our experience extends both to negotiated and unsolicited transactions, as well as to related bank financings, public offerings, private placements, and the counseling of investment banks in their roles as M&A advisors.

Insurance Finance and Bespoke Reinsurance Transactions

Stroock attorneys have been leading participants in the field of insurance finance for many years. Our attorneys have deep and wide-ranging technical and regulatory experience in a variety of transactions for the purpose of providing funding to insurance companies and/or to shift portfolio risk from insurance companies to banks (including bank-owned reinsurers) and capital markets investors.

Stroock’s tax and derivatives practices are integral to the Firm’s insurance finance work, helping to tailor structures and solutions for onshore and offshore clients. We have represented U.S. and international financial institutions, including reinsurers, lenders, and other market participants, in transactions involving Bermuda, the Cayman Islands, and other offshore jurisdictions. Stroock represents domestic corporations operating abroad, whether directly or indirectly through subsidiaries and branches, and foreign persons investing in the U.S.

Our experience includes the following:

  • Regulation Triple X, Guideline AXXX, Embedded Value, and Bespoke Reinsurance Transactions: Stroock has been a leader in the area of reserve financing, bespoke reinsurance, and embedded value transactions since the inception of these structures.
  • Catastrophe Bonds: Stroock attorneys have represented ceding companies, underwriters, and investors in the Cat bond area. We have worked on a diverse range of transactions on behalf of U.S. and European clients involving risks linked to multiple perils, including earthquakes, floods, hurricanes, wind, and combinations of these and other potential catastrophes, and triggers, including indemnity, parametric, index, and modeled losses. In addition we have been involved with setting up shelf programs for issuers including representing Akibare II Ltd., East Lane V, Golden State Re, Javelin Re, Johnston Re Ltd, Kamp Re, Loma Reinsurance Ltd., Long Point Re III Ltd., Mystic Re III, Oak Leaf Re, Pelican Re Ltd., Residential Reinsurance, SR Wind and Vitality RE I-III. Stroock also advises clients on developments (e.g., regulatory, collateral, tax, and structural enhancements) affecting new Cat bond programs. 

Variable Annuity Hedging Programs and Other Capital and Surplus Relief Transactions

Stroock has helped clients design, structure, and establish variable annuity hedging programs in both reinsurance and derivative form involving companies in the U.S., Japan, and Bermuda. These transactions have included our representation of leading investment banks.
 
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