Insurance Financings
Sullivan & Cromwell is continuously involved in public and private securities offerings by insurers and reinsurers. Since 2000, the Firm has been retained by issuers, investors or underwriters in over 200 securities offerings by more than 50 different domestic or international insurance companies.
Counsel to Issuer/Investor in Selected Equity Offerings and Placements
2009
- ING Groep – in connection with international rights offering
- Prudential – in connection with its private placement of exchangeable surplus notes to Nippon Life
- Prudential – in connection with its first common stock offering since its demutualization in December 2001
2008-09
- ING Groep – capital injection from the Dutch government in the form of convertible core tier 1 perpetual securities and illiquid assets agreement with the Dutch State
2008
- AIG – in connection with its U.S. Government Loan Facility and equity issuance and in its SEC-registered offering of common stock and equity units
- Allianz – in connection with its investment in Hartford Financial Group
- Mitsubishi UFJ – investment in Morgan Stanley (insurance advice)
2007
- Paris Re Holdings – IPO on Euronext (Paris) (Rule 144A/Reg S)
- Prudential – SEC-registered convertible notes offering
2006
- Allied World Assurance Company Holdings – represented AIG, one of the initial investors in Allied World, in connection with IPO
- IPC Holdings – secondary sale by AIG of its ownership
2005
- IPC Holdings – SEC-registered common and preferred shares offering
- Willis Group Holdings – SEC-registered common stock offering
2004
- Ping An Insurance (Group), Ltd. – global offering of shares and ADS; IPO in China
- UnumProvident – private placement of equity security units and reinsurance placement
2003
- Allianz – U.S. and international aspects of rights offering
2002
- SCOR – French and international rights offering
- St. Paul Companies/Platinum Underwriters – IPO divestiture of St. Paul’s reinsurance operations
- St. Paul Companies – common stock and equity unit offerings
2001
- IPC Holdings – SEC-registered common stock offering
- Renaissance Re Holdings – SEC-registered common stock offering (counsel to selling shareholders)
1998-2001
- Prudential – initial public offering of common stock and equity units in connection with its demutualization and private placement of Class B stock relating to closed block
2000
- Allianz AG – U.S. registration and NYSE listing
Counsel to Issuer/Investor in Significant Debt, Hybrid and Other Securities Offerings
2008
- AIG – Rule 144A/Reg S hybrid offerings
- Allianz – SEC-registered hybrid offering
- ING Groep – SEC-registered hybrid offering
- Prudential – SEC-registered hybrid offering
2007
- AIG – Rule 144A debt and SEC-registered global debt and hybrid offerings
- Allianz – Rule 144A/Reg S insurance-backed notes offering
- ING Groep – SEC-registered hybrid offerings
- Willis Group Holdings – SEC-registered senior notes offering
2006
- AIG – 144A/Reg S senior unsecured notes offerings
- ING Verzekeringen – 144A extendible floating rate notes
- PMI Group – SEC-registered debt offering
- Protective Life – SEC-registered hybrid offering
2005
- AIG – 144A/Reg S senior unsecured notes offering
- Willis Group Holdings – SEC-registered senior notes offering
2004
- Prudential Financial – remarketing of debentures constituting part of equity security units and financing program
2003
- Prudential Financial – shelf registration and other financing programs
2001
- AIG – shelf registration and convertible debt offering
- PMI – 144A convertible debt offering
- Prudential – 144A closed block debt securitization
Counsel to Underwriters in Selected Equity Offerings and Placements
2009
- Lincoln National – in connection with SEC-registered public equity offering
- Ameriprise – SEC-registered common stock offering
- AXA – international rights offering
2008
- Ambac – representation of counterparties and underwriters in Ambac’s restructuring and equity offering
2007
- Sony Financial Holdings – IPO (Rule 144A/Reg S)
2006
- AXA – international rights offering pursuant to Reg S as part of financing for acquisition of Winterthur
2005
- AmerUS Group Co. – SEC-registered non-cumulative perpetual preferred shares offering
- Everest Re Group – SEC-registered common stock offering
- Principal Financial Group – SEC-registered perpetual preferred stock offerings
- Scottish Re Group Limited – SEC-registered perpetual preferred shares offering
2004
- Cathay Financial Holding Company – Reg S global depositary shares
- Catlin Group Limited – IPO (Rule 144A)
2003
- Cathay Financial Holding Company – Rule 144A/Reg S global depositary shares
- Everest Re – SEC-registered shares
- Taiyo Life – IPO (Rule 144A)
- UnumProvident – equity and capital securities offerings
2002
- Daido Life – demutualization and IPO (Rule 144A)
- Erie Indemnity – SEC registered common stock offering
- Everest Re – SEC-registered common stock offering
2001
- Anthem Insurance – demutualization and IPO
- Markel Corporation – SEC-registered common stock offerings
Counsel to Underwriters in Significant Debt, Hybrid and Other Securities Offerings
2009
- Lincoln National – SEC-registered debt offering
- Guardian – surplus notes offering
- Aflac – in its SEC-registered senior notes offering
- Pacific Life – surplus notes offering
- Ameriprise – SEC-registered senior notes offerings
2008
- MetLife – Rule 144A hybrid offering
2007
- Delphi Financial Group – SEC-registered hybrid offering
- Everest Reinsurance Holdings – SEC-registered hybrid offering
- Health Net – SEC-registered debt offerings
- Lincoln National – SEC-registered debt and hybrid offerings
- The Progressive Corporation – SEC-registered hybrid offering
- UnumProvident – SEC-registered debt offering
2006-08
- Aetna Inc. – several SEC-registered senior notes offerings
2006
- Lincoln National – SEC-registered senior notes offering and SEC-registered hybrid offering
- UnumProvident – SEC-registered remarketing of split-rated senior notes
2005
- AmerUS Group Co. – SEC-registered notes offering
2004
- Anthem – remarketing of debentures constituting part of equity security units
- Everest Reinsurance Holdings – SEC-registered notes offering
- Jefferson-Pilot – 144A debt offerings
- Lincoln National Corporation – SEC-registered debt offering
- MONY Holding – 144A closed block debt securitization
- Oil Casualty Insurance Ltd. – 144A debentures offering
- The Penn Mutual Life Insurance Company – 144A debt offering
2003
- Americo Life – 144A/Reg S notes
- Fidelity National Financial, Inc. – SEC registered debt offering
- New York Life – 144A surplus notes offering
- NLV Financial – 144A notes offering
- Oil Insurance Ltd. – 144A debentures offering
- St. Paul Companies – SEC-registered debt offering
2002
- MONY – 144A closed block debt securitization
2001
- Chubb Corporation – SEC-registered debt offerings
- Hartford Life – SEC-registered debt offering
- Lincoln National – TRUPS (trust preferred securities)
- Radian Group – 144A debt offering
- St. Paul Companies – TRUPS (trust preferred securities)
- UnumProvident – SEC-registered debt offering
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