Mutual and Other Non-Stock Insurance Companies

Sullivan & Cromwell’s practice includes extensive work involving mutual and other non-stock insurance companies. We have represented life, health and other insurers and their advisors in demutualizations, conversions, mergers and financings, including surplus note offerings.

Highlights include representation of:

• Pacific Life – represented underwriters in connection with surplus note offering (2009)
• Guardian Life – represented underwriters in connection with surplus note offering (2009)
• Premera Blue Cross Blue Shield – in connection with its proposed conversion to a for-profit stock corporation and related IPO (2001-2004)
• Underwriters and financial advisors in connection with proposed conversion/IPO transactions involving Blue Cross Blue Shield entities in North Carolina and New Jersey (2001-2003)
• Underwriters in connection with demutualization IPO of Taiyo Life (2003)
• Underwriters in connection in with demutualization IPO of Daido Life (2002)
• Prudential – in connection with its demutualization, IPO and related transactions (1998-2001)
• Anthem Insurance – represented the financial advisor in connection with Anthem’s demutualization and represented the underwriters in the IPO (2001)
• AmerUs – in connection with its demutualization, the first demutualization of a mutual holding company (1999-2000)
• Standard Insurance – represented the financial advisor and underwriter in connection with Standard’s demutualization (1998-1999)
• MONY – represented Goldman Sachs in connection with its investment in MONY and the underwriters in connection with MONY’s demutualization (1997-1998)
• Financial advisor to Factory Mutuals – in connection with a three-way merger (1998)
• Financial advisors – in connection with mutual holding company conversions, including Pacific Life, Principal Mutual and Western & Southern (1997-2000)
• AmerUs Life – represented the financial advisor/underwriter for American Mutual in connection with its conversion to mutual holding company and the subsequent policyholder subscription offering and initial public offering of common stock and capital securities of AmerUs Life (the stock successor to American Mutual) (1996-1997)
• Mutual company surplus note offerings – involved in more mutual company Rule 144A financing transactions than any other firm, including the first surplus note transactions in New York, Illinois, Ohio, Minnesota and Massachusetts. Representative transactions have included surplus note offerings by MetLife, The New England, New York Life, MONY, Mass Mutual, John Hancock, Lumbermens, Minnesota Mutual, Ohio National, Penn Mutual and Vermont Life (1993-2004) 
• Equitable – represented a bidder for Equitable (1991)
• UNUM – represented the financial advisor/underwriter in connection with UNUM’s demutualization and initial public offering (1984-1986)