Cleary Gottlieb provides sophisticated advice to domestic and international insurance companies, their boards of directors, underwriters, and industry investors on a wide range of matters.

Our deep experience in the insurance industry encompasses M&A and shareholder activism; capital markets, liability management, debt finance, and specialized insurance funding transactions; corporate governance and disclosure issues; tax and executive compensation and benefits matters; real estate; and bankruptcy, litigation, enforcement, and arbitration matters.

We are committed to understanding how our clients’ businesses operate, and clients rely on our novel and holistic legal solutions for the opportunities and challenges facing the insurance industry.

Notable Experience

M&A

  • Allianz and its subsidiary Allianz Benelux SA in its €1.4 billion sale of a closed-book life retail insurance portfolio under Solvency II, together with 4,500 mortgage loans, to Monument Assurance Belgium, an affiliate of Monument Re.

  • Anbang Insurance Group in its acquisition of Delta Lloyd Bank from Dutch insurance group Delta Lloyd.

  • Assurant in its acquisition of CWI Group from Royal Tees Invest and Pechel Industries.

  • Board of directors of MetLife in the spin-off of its U.S. retail life insurance business, Brighthouse Financial.

  • China Life Insurance Company in its $3.58 billion purchase of all the shares of China Guangfa Bank held by Citigroup and IBM Credit.

  • CNP Assurances in the negotiation of an amendment to a binding framework agreement with Caixa Econômica Federal.

  • Dexia in its $816.5 million sale of its monoline insurance subsidiary, Financial Security Assurance, to Assured Guaranty.

  • The Generali Group in the $750 million sale of Generali U.S. Holdings to SCOR Global Life Americas Holding, a subsidiary of SCOR Global Life SE.

  • Groupama in connection with various M&A matters.

  • J.C. Flowers in its acquisition and subsequent sale of Fidea; in Fidea’s acquisition of Delta Lloyd’s non-life insurance portfolio Zelia; and in its sale of a controlling stake in Eurovita Assicurazioni, an Italian life insurance company, to ERGO Previdenza.

  • MBK Partners in the $1.7 billion acquisition of ING Life Insurance Korea.

  • Natixis in the sale of a minority stake in COFACE to Arch Capital Group.

  • Voya Financial in the sale of ING National Trust and its personal trust administration business to Reliance Financial Corporation.

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Capital Markets

  • The underwriters in the “re-IPO” of AIG, and multiple offerings of common stock by the U.S. Department of the Treasury, including the largest secondary equity offering in U.S. history; and numerous debt offerings and liability management transactions. The firm’s role in the re-IPO was distinguished as a standout for finance by the Financial Times’ US Innovative Lawyers Report in 2011, and the secondary offering was named “North America Equity Issuance of the Year” by International Financing Review in 2013.

  • The underwriters in multiple debt offerings by Assurant.

  • The initial purchasers in Genworth Mortgage’s $750 million inaugural Rule 144A/Reg. S debt offering.

  • The Hartford in numerous debt and hybrid securities offerings, liability management  and debt finance transactions, and ongoing corporate governance and disclosure advice.

  • Heungkuk Life Insurance in a $500 million offering of subordinated capital securities.

  • ING Life Insurance Korea and Life Investment Limited, the selling shareholder and an affiliate of MBK Partners, in ING Life Insurance Korea’s Won 1.1 trillion (approximately $1 billion) global IPO.

  • Kyobo Life Insurance in an offering of subordinated capital securities.

  • Liberty Mutual Group in multiple Rule 144A/Reg. S offerings and related liability management transactions.

  • The underwriters in a variety of offerings by MetLife, including a $600 million offering to fund the acquisition of Citigroup’s Travelers Life & Annuity unit and all of Citigroup’s international insurance businesses.

  • The initial purchasers and dealer managers in numerous debt offerings and liability management transactions by Pacific Life Insurance Company.

  • The underwriters in the $340 million “carve-out” IPO of Primerica.

  • The selling shareholders in the $100 million IPO of Prosight.

  • Designated underwriters counsel for offerings by Prudential Financial, including its $3 billion demutualization IPO and subsequent debt issuances and issuances of common stock, preferred stock, and hybrid securities.

  • The initial purchasers in a SEK 2.75 billion offering of floating-rate callable subordinated notes by Sirius.

  • The underwriters in the $4.3 billion IPO of Travelers Property Casualty.

  • The underwriters in United Guaranty’s proposed IPO which was replaced by a M&A transaction.

  • Designated underwriters counsel for offerings by Unum Group, including several debt issuances.

  • Voya Financial in numerous debt offerings, liability management transactions, and ongoing corporate governance and disclosure advice.

  • The underwriters in an aggregate €500 million offering of fixed-to-floating rate subordinated notes by XL.

  • The underwriters in the $1.5 billion IPO by ZhongAn Online Property and Casualty Insurance Co. Ltd.

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Litigation

  • Aetna Insurance in defeating a litigation challenge that the large prepayment premium relating to a major secured shopping center loan was an unenforceable claim for liquidated damages.

  • AIG in the resolution of various criminal, regulatory, and civil litigation exposure in Italy, the UK, and Argentina relating to the sale of insurance products in those regions by a former AIG subsidiary.

  • The American Council of Life Insurers as amicus curiae in Goshen v. Mutual Life Insurance Company of New York in obtaining a ruling that New York consumer protection laws do not apply to making purchases outside of the state, which successfully precluded a national class action under New York law.

  • Assured Guaranty in an action brought by Lehman Brothers International (Europe) in New York state court, in which Lehman originally sought $1.4 billion based on allegations that Assured improperly calculated the settlement amount upon termination of numerous credit default swaps.

  • Audit committee of insurer ACE in a bid-rigging investigation by New York State Attorney General.

  • Del Monte Fresh Produce Co. in a suit in federal court in Miami against Reliance Insurance Company seeking coverage for strike losses to farms in Guatemala under an “all risks”/business interruption policy.

  • General Electric Company in an appeal to the New York Court of Appeals concerning the question of how the number of occurrences as defined in a comprehensive liability insurance policy should be calculated in the context of asbestos coverage.

  • ING Groep in winning the dismissal of an ERISA class action complaint filed in Georgia federal court against certain subsidiaries, officers, directors, and employees of ING Groep and its affiliates.

  • Nippon Life Insurance Co., one of the largest unsecured creditors of Dow Corning Corporation, and a member of its Official Unsecured Creditors Committee, in the Dow Corning Chapter 11 case; also assisted Nippon Life in the sale of its ¥3 billion claim against Dow Corning.

  • PanEuroLife, a Luxemburg insurance company, in a criminal investigation of aggravated money laundering.

  • Spectrum Information Technologies Inc., in litigation against its directors and officers liability insurance carriers, in which we successfully defended our client at trial from the insurance companies’ efforts to disclaim coverage under the policies.

  • Union Carbide and its employee pension plan in resolving, on advantageous terms, ERISA litigation against Metropolitan Life Insurance Company concerning two group annuity contracts, in part by raising novel theories of relief that successfully withstood motion for summary judgment.

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Real Estate

  • Major joint venture investments with insurance companies in gateway U.S. cities.

  • The sale of a major insurance company’s 49% stake in one of San Francisco’s most iconic buildings.

  • The financing of 1400 K Street in Washington, D.C. from TIAA.

  • A $2.5 billion mortgage loan secured by 265 warehouse assets to be made by New York Life, PGIM, and TH Asset Management.

  • Originating construction and bridge loans for a global debt fund managing separate insurance company accounts.

  • Representing insurance industry clients as lenders and co-lenders in the origination of numerous commercial real estate loans spanning all asset classes.

  • Representing an insurance company in the purchase of an interest in a syndicated warehouse facility to KKR originated by Morgan Stanley.

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