Thomas A. DeMarzo

Insurance M&A and Reinsurance Matters

• Represented a global life insurance group in the acquisition of 100% of its shares by a leading Japanese life insurance company.
• Represented a global life insurance group in the acquisition of 100% of its shares by a newly formed Bermuda limited partnership managed by a leading U.S. private equity firm, including a long-term asset management mandate in respect of the assets supporting the target company’s insurance and reinsurance liabilities.
• Represented a leading Japanese life insurance company in its minority investment in a publicly traded property and casualty insurance company.
• Represented a leading U.S. private equity firm in its long-term strategic investment management partnership with, and minority investment in, a publicly traded U.S. life insurance company.
• Represented a national dental insurance plan in the acquisition of 100% of its shares by a consortium of purchasers, including a healthcare-focused private equity firm and a preeminent U.S. health insurance company.
• Represented a preeminent U.S. life insurance company as ceding company in a reinsurance transaction with the U.S.- and Bermuda-based arms of a U.S. life reinsurance company, including a significant asset management mandate in respect of the assets supporting the reinsured liabilities.
• Represented several Bermuda-based reinsurance companies in closed-block and “flow” reinsurance transactions involving a variety of reinsured liabilities, including fixed indexed annuities, guaranteed universal life policies long-dated liabilities and group annuity contract liabilities.
• Represented a global reinsurance group in the formation and initial capital raise of an Iowa-domiciled reinsurance “sidecar” vehicle, and the vehicle’s first reinsurance transaction with a major U.S. life insurance company.

Capital Markets Matters

• Represented a major U.S. insurance company in a senior notes offering.
• Represented a major U.S. insurance company and its majority stockholder in several secondary offerings of the former’s common stock.
• Represented major U.S. financial institutions as representatives of the underwriters in public offerings of debt and equity by a global property and casualty reinsurer.
• Represented a major U.S. insurance company in multiple common stock repurchases from its existing shareholders.
• Represented a major U.S. insurance company in its exchange offer across several series of senior and junior subordinated notes.