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Practice Highlights

  • "Notable strength in transactional and regulatory matters," Chambers USA 2016 and 2017
  • Seasoned, multi-disciplined lawyers who understand the complexities of insurance and financial services
  • Advises clients on “bet the company” regulatory and market conduct investigations

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Insurance Transactional and Regulatory

The Insurance Transactional and Regulatory Group consists of seasoned, multi-disciplined lawyers who understand the complexities of insurance and financial services. Our group advises insurers, reinsurers, private equity and hedge funds, commercial and investment banks, brokers, agents and other insurance intermediaries.

We represent insurance companies, including life, property, casualty, surplus and excess lines, warranty companies, monoline insurers (title and financial guarantee insurers) and reinsurance companies throughout all phases of the transaction from initial formation, reinsurance, capital raising and capital markets, portfolio investments, securitizations and alternative risk transfers to restructuring and insolvency, including regulatory support. We also advise insurance intermediaries, producers and service companies, including brokers, agents, MGAs, MGUs and TPAs.

The Group advises clients on “bet the company” regulatory and market conduct investigations, as well as the accounting and rating agency implications on the industry.

Mergers & Acquisitions and Strategic Transactions

We regularly represent buyers, sellers and investors, including strategic and financial investors, in connection with domestic and international M&A, asset and closed block transactions, joint ventures, demutualizations and mutual holding companies, spin-offs, and recapitalizations. We also have experience with bulk reinsurance, loss portfolio transfers and renewal rights transactions. We have extensive experience with broker/agency roll-ups and other acquisitions for insurance intermediaries and industry service providers.

Finance and Capital Markets

We represent the industry in connection with debt and equity financing. Our capital markets experience includes securitization of insurance risk and assets, swaps, insurance linked securities and insurance linked transactions such as XXX, AXXX, closed block and embedded value securitizations, CAT bonds, mortality and longevity linked instruments and funding agreements.

Insurance Regulatory and Corporate Governance

We recognize the challenges presented by the regulatory system in the US and abroad and have a strong command of regulations underlying insurance transactions, financial examinations and market conduct regulatory efforts. We effectively guide our clients through multi-jurisdictional insurance regulations by identifying opportunities, analyzing regulatory hurdles, including emerging issues, and help to construct efficient and successful solutions. We are involved with various state regulatory advisory panels.

De-Risking

We advise clients in navigating risk based-capital, US and international solvency regimes, alternative risk transfers, risk mitigation and hedging strategies. We also work with BOLI/COLI programs, self-insureds, captive and affiliation arrangements, while remaining sensitive to capital, surplus and rating agency concerns.

Insolvency and Run-Off

We provide counsel to participants in the insolvency and run-off arena, including sellers, buyers, creditors, policyholders, lenders, run-off managers and regulators. We advise rating agencies and strategic and financial investors in insolvent insurers, including financial guaranty insurers.

Insurance Finance

We have extensive experience representing banks, insurance companies, private equity and hedge funds, commercial finance and other institutions involved in the lending and borrowing of capital. That experience helps clients efficiently navigate the challenges and opportunities they face and maximize on the opportunities presented by the ever-changing commercial, legal and regulatory marketplace.

We have a broad knowledge and experience base that allows it to effectively represent clients in several areas and regularly utilize the knowledge and experience of other practice groups, including:

  • Insurance Transactional and Regulatory
  • Healthcare
  • Private Equity and Venture Capital
  • Financial Restructuring and Bankruptcy
  • Tax and Estates
  • Real Estate
  • Construction and Surety
  • Intellectual Property Group

Each group “lends” insights and experience to the area and supports our clients commitments to the matter.

In addition to our experience in commercial lending, asset-based finance, and structured capital markets and our restructuring and workout of troubled loans in various industries, we are well versed with the laws applicable to letters-of-credit and other bank credit support instruments, Swaps and other hedging transactions in several niche industries, including in respect of insurance and reinsurance, funds, healthcare companies, resort development, timeshare finance and real estate finance.

Our lawyers represent corporate trustees in key financial markets across a variety of products and services and through all types of market conditions; from deal origination and closing, to issues that may arise in ongoing account administration, to default and distressed situations and, where necessary, litigation. We frequently represent insurance and domestic and international reinsurance trusts, surplus lines trusts and we guide our MBS and ABS trustee clients through a variety of default scenarios that can arise in securitization, such as mortgage servicer bankruptcies and other mortgage or asset servicing developments, repurchase (put back) litigation, CDO portfolio liquidations, tranche disputes, and interpretive challenges, including those requiring court proceedings. Moreover, we understand the cost and pricing pressures, competitive issues, and unforgiving time constraints that trustees routinely encounter.

The hallmark of our practice is the close working relationship we have established with clients and our individualized attention to each of them. We approach each matter as a team, involving partners, associates and staff, and work with all levels of each client’s internal organization. The team’s depth enables us to handle matters expeditiously and efficiently without sacrificing attention to detail. We understand the issues, very often from prior transactions with the borrower parties and opposing counsels, but most importantly, we know our clients, how they underwrite, document and administer their credit facilities.

We value the long-standing relationships we have built with our clients. As a result, we have been called upon to help formulate internal policies and procedures. We also have played an integral part in helping our clients develop their training programs and often conduct workshops and seminars for them on various subjects in the finance arena. Our clients rely on us, not only as lawyers documenting a complex transaction, but as advisors on structuring deals and as experienced problem solvers when new or unexpected issues arise. We pride ourselves on our ability to think creatively, to work effectively with opposing counsel and to implement win-win situations for clients in difficult transactions. 

Finance Litigation

White and Williams serves the needs of the banking and finance industry in connection throughout the United States in significant national class action and complex commercial litigation cases. Our lawyers have the depth and industry knowledge to efficiently and creatively defend against both traditional and new and cutting edge issues raised by plaintiffs’ lawyers under state and federal law. 

Life Insurance Business Counseling

White and Williams’ Insurance Transactional and Regulatory lawyers counsel life insurance clients on a variety of transactions, business arrangements, insurance products, and distribution matters under the federal and state securities laws, FINRA regulations, and state insurance laws.

The Group counsels life insurance industry clients on business matters in the following key areas:

  • Organization/Formation - including reinsurance arrangements, reorganizations and dissolutions.
  • M&A Transactions - including stock and asset acquisitions and separate account transfers.
  • State Insurance Regulation - including contract and form filings, licensing of insurance companies, producers, managing general agents, underwriters, and consultants, and compliance with required contract terms, standard non-forfeiture law, disclosure, replacement, suitability, unfair trade practice, and other requirements.
  • Distribution and Marketing - including structuring arrangements between insurance companies and banks, brokerage firms, and marketing organizations, and assistance with FINRA regulation of member firms and producers.
  • Private and Public Offerings and Reporting - including, SEC registered offerings and private placement U.S. and off-shore offerings of insurance securities products, and Exchange Act reporting.
  • Market Conduct Examinations and Regulatory Investigations - including responding to initial regulatory findings and initiating and participating in contested case hearings.
  • Advertising Review - including substantive reviews for compliance, with both state insurance and federal securities laws and regulations, assistance with state and FINRA filings, and assistance with responding to and resolving regulatory comments.
  • Product Development - including working with actuaries and product filing staff for fixed index annuities, variable products, market-value-adjustment products, synthetic annuities, BOLI/ COLI and other innovative products.
  • Securities Regulation - including status questions under the Securities Act, Securities Exchange Act and Investment Company Act of 1940, 1940 Act regulation of separate accounts and mutual funds that serve as underlying investment vehicles for insurance products, and compliance with the federal and state securities laws, including the Sarbanes-Oxley and the Dodd Frank Acts.
  • Compliance Oversight and Best Practices - including administrative and operational compliance with state and federal regulatory requirements, mock regulatory examinations, and development of industry best practices.
  • Privacy and Data Security Regulations - including compliance with federal and state insurance privacy requirements.
  • Tax and ERISA - including a broad range of matters relating to qualified and non-qualified retirement plans, health and other welfare benefit plans, annuities and IRAs, including the tax qualification of annuities and life insurance contracts and we represent our clients before the Internal Revenue Service, state taxing authorities and the state insurance regulators.

Right Experience and Depth for Specific Needs

Our clients operate in a highly regulated industry and must develop successful new financial products to remain competitive. That is where White and Williams’ experience and depth comes into play. Our premier insurance products practice represents insurers, producers and distributors of fixed and variable insurance and annuity products and counsels them on the myriad of legal and regulatory issues involving the development, marketing, distribution and administration of these products. We take pride in partnering with our clients to interpret the complex rules and regulations in ways to help them efficiently minimize their exposure to legal and regulatory risks while accomplishing their business goals.

We customize our role to our client’s specific needs and work with the entire spectrum of insurance companies and products, including group and individual products offered through SEC-registered and unregistered separate accounts; fixed, variable and stable value products offered in the retail, retirement, institutional and high-net-worth marketplaces; and innovative payout annuity, guaranteed retirement income and long-term care products.

Life Insurance Litigation

White and Williams serves the needs of the life insurance industry in connection with life, annuity, pension and credit insurance businesses. We represent life insurance companies throughout the United States in significant national class action and complex commercial litigation cases. Our lawyers have the depth and industry knowledge to efficiently and creatively defend against both traditional and new and cutting edge issues raised by plaintiffs’ lawyers under state and federal law.

Representative Matters

Mergers & Acquisitions and Strategic Transactions

  • Represented the management led purchasers in the acquisition of a majority equity position of the Shoff Darby Companies
  • Allstate Insurance Company in its acquisition of Northeast Agencies, Inc.
  • ATI in its acquisition of NYTIC
  • Canopius Group Limited on the £164 million acquisition of Omega Insurance Holdings Limited
  • CNA acquisition of Hardy Underwriting Group
  • Sonoma Risk Management sale of company to Alteris, Inc.
  • Various brokerage, agency and service clients acquisitions and roll-ups
  • CNA Financial Corporation on its £143 million acquisition of Hardy Underwriting Bermuda Limited
  • Allianz Life Insurance Company in connection with various investments totaling $600 million
  • Affirmative Insurance Group acquisition of US Agencies Direct - $200 million
  • Seaport Capital in connection with acquisition of specialty lines insurer and reinsurer
  • Recapitalization of Northeastern auto-carrier
  • Formation and conversion of a mutual life insurer to a mutual holding company structure
  • Acquisition of workers compensation insurer

Finance and Capital Markets

  • European Finance Group formation of a series of multi-jurisdictional master and feeder funds backed by insurance linked securities - aggregate value in excess of $1.2 billion
  • National Australia Bank financing of Enstar’s acquisition of the Clarendon companies
  • National Australia Bank financing of Enstar’s acquisition of Seabright Holdings
  • National Australia Bank participation in US$300m Senior Credit Facility with Platinum Re
  • Churchill Finance financing of insurance investments
  • KBC Financial Products in various insurance linked transactions
  • Royal Bank of Canada financing of Kingsway companies
  • Preferred stock financings for various insurers
  • Groupama S.A. in connection with Green Fields II Capital Limited issuance of CAT bond €128 million

Insurance Regulatory and Corporate Governance

  • Non-standard automobile insurer in connection with alleged financial and unfair trade practices violations.
  • Old Mutual (Bermuda) on its global insurance business processing, compliance and management arrangements
  • Munich Re development of excess loss insurance and other renewable energy policies, covering photovoltaic, wind energy, geothermal and other renewable energy programs
  • Advice on product development offering buy-back put option to a proprietary group
  • Advice on product development offering guarantee of rental income
  • US automobile insurers – advice on multi-state US regulatory matters
  • Data Protection and Privacy advice
  • Formation and licensing of First Founders Assurance company, a specialty lines surety insurer
  • Various reinsurance and structured reinsurance programs
  • Structured life and non-life reinsurance programs
  • Specialty lines direct policy programs
  • Advice on warranty and service contract covering consumer products, industrial equipment, electronics, computers, software, automobiles, components and products, and commodities (oil, gas, renewable energy)
  • Formation and licensing of various specialty line insurers
  • US Counsel for Travelex and affiliates
  • Special lines policy drafting including coverage for renewable energy and ancillary corporate programs

De-Risking

  • Longevity bonds and hedging programs linked to annuities
  • Representation of structuring agent in connection with de-risking of corporate pension plan
  • Representation of structuring agent in connection with capital markets solution for non-profit hospitals’ longevity exposure

Insolvency and Run-off

  • Old Mutual (Bermuda) restructuring of its global annuity and life businesses
  • Financial guaranty work-outs and restructurings
  • Run-off of international insurer
  • Voluntary run-off international reinsurer’s US commercial property programs
  • Strategic acquisitions of US run-off companies
  • Acquisition of US property carrier from insurance department’s supervision
  • Acquisition of US life carrier from insurance department liquidation bureau.
  • Acquisition of US medical malpractice carrier from insurance department liquidation bureau

Insurance Finance

  • $185M financing of life and annuity acquisition by US bank syndicate
  • Various syndicated and single bank lines of credit in favor of US insurance and reinsurance companies
  • Numerous private placement debt offering for US insurers and affiliates
  • Canopius Group Limited on the £164 million acquisition of Omega Insurance Holdings Limited, including related financing
  • Various brokerage, agency and service clients acquisitions and roll-ups, including financings
  • $200 MM acquisition by and financing of Affirmative Insurance Group in connection with US Agencies Direct
  • Debt and equity recapitalization of a Northeastern auto-carrier
  • $1.2B European Finance Group formation of a series of multi-jurisdictional master and feeder funds backed by insurance linked securities
  • National Australia Bank financing of Enstar’s acquisition of the Clarendon companies
  • National Australia Bank financing of Enstar’s acquisition of Seabright Holdings
  • National Australia Bank participation in Senior Credit Facility with Platinum Re
  • Churchill Finance financing of insurance investments
  • KBC Financial Products in various insurance linked transactions
  • Royal Bank of Canada financing of Kingsway companies
  • €128M Groupama S.A. CAT Bond with Green Fields II Capital Limited
  • Refinancing and restructuring for Old Mutual (Bermuda) Ltd.
  • Various run-off insurance financings
  • Numerous credit facilities secured by commercial real estate ranging from $88.7M - $250M
  • $28M revolving line of credit and acquisition financing to a private equity group for the acquisition and roll-up of several aircraft charter leasing and fixed based operation companies
  • Represented the Community Lending Division of a national bank in a series of low income housing tax credit transactions
  • $55M syndicated construction loan involving bond and other financing
  • Represented lender group in the origination, syndication and subsequent restructure of a $130M mortgage loan for resort development
  • Represented lender in $37M acquisition and working capital financing for a leading public energy company secured by personal property collateral

Recognitions and Awards

Since 2015, White and Williams has been recognized by Chambers USA as a leading law firm in Pennsylvania for achievements and client service in the area of insurance law. The firm is also recognized as having notable strength in transactional and regulatory matters that is complemented by the team's adroit handling of complex alternative dispute resolution cases, with clients saying "they have very formidable folk."

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