John M. Schwolsky

Mergers and Acquisitions

In the area of mergers and acquisitions, Mr. Schwolsky’s assignments have included advising:

• Aegon in its $9.7 billion merger with Transamerica
• Aegon in its $3.2 billion merger with Providian, and related spin-off of Providian's non-insurance operations
• Aegon in its $1.4 billion sale of Transamerica Re to Scor SE
• Aegon in its $1.3 billion acquisition of Merrill Lynch's life insurance operations
• Aegon in its acquisition of the group pension business of MONY
• Aegon in its sale of Providian Property and Casualty Insurance Company
• Aegon in its sale of Transamerica Financial Advisors, Inc. to John Hancock Financial Network
• Aegon in the purchase of certain assets of Mercer HR Services LLC
• Aegon in the sale of its two largest U.S. run-off businesses and certain related legal entities to affiliates of Wilton Re US Holding Inc.
• Allstate in connection with its approximately $4 billion merger with National General Holdings
• Allstate in the approximately $4.0 billion sale of Allstate Life Insurance Company to entities managed by Blackstone
• Allstate in its $1.43 billion merger with SquareTrade
• Allstate in its $1.2 billion merger with American Heritage Life Investment Corp.
• Allstate in its $1.1 billion acquisition of CNA's personal lines business
• Allstate in its $1 billion acquisition of Esurance from White Mountains
• Allstate in its $740 million sale of Lincoln Benefit Life Company to Resolution Group
• Allstate in its sale of Allstate Re to SCOR
• Allstate in its sale of its variable annuity business to Prudential Financial
• Allstate in the sale of Allstate Life Insurance Company of New York to Wilton Re
• Allstate in its purchase of GE's Partnership Marketing Group
• Assurant in its $2.5 billion acquisition of The Warranty Group
• Assurant in the $940 million sale of its employee benefits business to Sun Life Financial
• Assurant in its acquisition of American Title, Inc.
• CNO Financial Group in the reinsurance of a substantial portion of its Long Term Care book to Wilton Re
• CNO Financial Group in its $287 million sale of Conseco Life Insurance Company to Wilton Re
• Delek Group in its $290 million merger with Republic Companies Group
• Special Committee of the Board of Directors of EMC Insurance Group Inc. in connection with Employers Mutual Casualty Company’s $356 million acquisition of all of the remaining shares of EMCI
• Equitable Holdings, Inc. in the sale of its Corporate Solutions life reinsurance subsidiary and related agreement to reinsure a legacy variable annuity block (approximately $12 billion of general account reserves) to Venerable Holdings 
• Equitable Financial Life in the reinsurance to affiliates of Global Atlantic of a 50% quota share of pre-2009 group retirement VA contracts
• Guardian Life in its strategic partnership with and minority investment in asset manager, HPS
• Guardian Life in the reinsurance of a $7.4 billion variable annuity portfolio to Talcott Resolution Life
• Homeowners of America, a Managing General Agent and insurance carrier hybrid, in its acquisition by Porch Group
• Liberty Mutual in its $1.5 billion acquisition of Guardian Royal Exchange's US property and casualty business
• Liberty Mutual in its purchase of the PRUPAC companies from Prudential Financial
• Liberty Mutual in its renewal rights and reinsurance transactions with White Mountains Insurance Group
• MetLife in its pending reinsurance of a $19.2 billion block of annuity and non-traditional life business to affiliates of Global Atlantic. 
• MetLife in the separation of its U.S. retail business and spin-off of Brighthouse Financial, Inc., creating two independent, publically-traded companies
• MetLife in its $16.4 billion acquisition of AIG's subsidiary, American Life Insurance Company
• MetLife in its $11.8 billion acquisition of Citigroup's life insurance operations
• MetLife in the sale of its national distribution sales force, MetLife Premier Client Group, to MassMutual
• Pan-American Life Insurance Group in its merger with Mutual Trust Financial Group
• Protective Life in its $1.06 billion acquisition of MONY Life
• Sun Life Financial in its $650 million acquisition of Genworth's Employee Benefits Group Business
• Sun Life Financial in its disposition of Clarica's US life insurance operations
• Tower Group in its $550 million (including assumed debt) merger with ACP Re
• Tower Group in its merger with Canopius Holdings Bermuda Limited
• Tower Group in its strategic investment in Canopius Group Limited
• Tower Group in its acquisition of One Beacon's personal lines insurance business
• Tower Group in its acquisition of Hermitage Insurance Group
• Union Central in connection with its merger with Ameritas Acacia and formation of UNIFI, a mutual life insurance holding company
• Voya Financial, Inc. in the sale of its variable annuity and fixed and fixed indexed annuities businesses to an investor group including affiliates of Apollo Global Management LLC and Athene Holding, Ltd.
• Voya Financial, Inc. in the sale of its life insurance operations to Resolution Life Group Holdings Ltd. for approximately $1.25 billion
• An insurance holding company in its $525 million acquisition of an identity protection services company
• A health insurance holding company in its sale to a national health insurance holding company
  

In addition, Mr. Schwolsky has advised on the following transactions:

Capital Markets

Mr. Schwolsky has advised issuers and underwriters in hundreds of securities offerings by insurance companies, including the following recent representations:

• MetLife in its July 2022 offering of $1 billion of senior notes
• CNO Financial in its January 2021 public offering of $150 million of subordinated debentures
• Equitable Financial in its January 2021 public offering of $300 million of depositary shares
• The Allstate Corporation in its December 2020 offering of $1.2 billion of Senior Notes managed solely by Minority, Women & Veteran-owned firms
• MetLife in its September 2020 offering of $1 billion of series G non-cumulative preferred stock
• Equitable Holdings in its August 2020 offering of $500 million of Depositary Shares
• The underwriters in the August 2020 offering by Hanover Insurance Group of $300 million of senior notes
  
• The initial purchasers in the May 2020 offering by Teachers Insurance and Annuity Association of America of $1.25 billion of surplus notes
  
• MetLife in its March 2020 offering of $1 billion of senior notes
• MetLife in its February 2020 offering of $1 billion of Depositary Shares
• The initial purchasers in Guardian Life’s January 2020 $300 million 144A offering of surplus notes
• Equitable in it December 2019 offering of $800 million of Depositary Shares
• MetLife in its May 2019 public offerings of ¥151.7 billion of senior notes
• Equitable in its April 2019 offering of $1 billion of Pre-Capitalized Trust Securities
• The initial purchasers in Nuveen LLC’s October 2018 $1 billion 144A offering of 4.0% senior notes guaranteed by TIAA
• MetLife in its June 2018 $1 billion exchange of its remaining shares of Brighthouse Financial, Inc. for MetLife senior notes
• MetLife in its June 2018 $500 million offering of Depositary Shares representing interests in MetLife’s Series E Preferred Stock
• MetLife in its June 2018 offering of $500 million of Series D Preferred Stock
• The Allstate Corporation in its May 2018 offering of $575 million of Depositary Shares representing interests in Series G Fixed Rate Non-Cumulative Preferred Stock
• The initial purchasers of Guardian Life Insurance Company’s 2017 offering of $350 million of surplus notes and related exchange offer
• MetLife and Brighthouse Financial in the 2017 offering of $3 billion of senior notes

Surplus Note Offerings

• The initial purchasers in the May 2020 offering by Teachers Insurance and Annuity Association of America of $1.25 billion of surplus notes
• The initial purchasers in Guardian Life’s January 2020 $300 million 144A offering of surplus notes
• The initial purchasers in the January 2017 offering by Guardian Life Insurance Company of $350 million of surplus notes
• The initial purchasers in the September 2014 offering by Teachers Insurance and Annuity Association of America of $2 billion of surplus notes
• The initial purchasers in the June 2014 offering by Guardian Life Insurance Company of America of $450 million of surplus notes
• Northwestern Mutual Life Insurance Company in its March 2010 offering of $1.75 billion of surplus notes
• Teachers Insurance and Annuity Association of America in its December 2009 offering of $2 billion of surplus notes
• The initial purchasers in the October 2009 offering by New York Life Insurance Company of $1 billion of surplus notes
• The Guardian Life Insurance Company of America in its October 2009 offering of $400 million of surplus notes
• National Life Insurance Company in its September 2009 offering of $200 million of surplus notes

Hybrid Offerings

• The Allstate Corporation in its offering of $800 million of subordinated debentures
• The Allstate Corporation in its offering of $650 million of perpetual preferred stock
• The Allstate Corporation in its offering of $250 million of perpetual preferred stock
• The Allstate Corporation in its offering of $287.5 million of perpetual preferred stock
• The Allstate Corporation in its $1 billion offering of junior subordinated debentures
• The Allstate Corporation in its $500 million offering of junior subordinated debentures
• Liberty Mutual Insurance Company in its $1.25 billion offering of junior subordinated debentures
• MetLife, Inc. in its $500 million offering of junior subordinated debentures
• MetLife, Inc. (MICC) in its $750 million offering of X-SURPS (exchangeable surplus notes)
• MetLife, Inc. (MLIC) in its $700 million offering of X-SURPS (exchangeable surplus notes)
• MetLife, Inc. in its $1.5 billion offering of floating rate perpetual preferred stock
• MetLife, Inc. in its $600 million offering of fixed rate perpetual preferred stock
• MetLife, Inc. in its $1.8 billion offering of common equity units
• MetLife, Inc. in its $1.25 billion offering of junior subordinated debentures

Significant Equity Offerings

• The underwriters in the demutualization and initial public offering of Manulife Financial Corporation
• MetLife in connection with the separation of a substantial portion of its retail operations and related registration of shares of the common stock of its subsidiary Brighthouse Financial, Inc.
• MetLife, Inc. in its public offering of $3 billion of common stock and the concurrent offerings by AIG of $3.4 billion of MetLife’s common stock and $3.3 billion of its common equity units
• MetLife, Inc. in its public offerings of $3.6 billion of common stock and $3.0 billion of senior notes
• MetLife, Inc. in its public offering of $2.4 billion of common stock
• The underwriters in the initial public offering of James River Group
• The underwriters in the initial public offering of Direct General Corporation
• The underwriters in the initial public offering of State Auto Financial
• Tower Group in its initial public offering
• Life Re Corporation in its initial public offering
• The underwriters in the initial public offering of Max Re Capital Ltd.

Catastrophe Bonds

• Transaction counsel in connection with multiple offerings of principal-at-risk notes by Allstate sponsored entities
• Transaction counsel in connection with Amlin sponsored entity’s offering of principal-at-risk notes  
• Underwriters’ counsel in connection with offering of principal-at-risk notes by Argo sponsored entity
• Transaction counsel in connection with Assurant sponsored entity’s offering of principal-at-risk notes
• Transaction counsel in connection with AXA sponsored entity’s offering of extreme mortality bonds
• Transaction counsel in connection with Axis sponsored entity’s offering of principal-at-risk notes
• Underwriters’ counsel in connection with the offering of principal-at-risk notes by Catlin sponsored entity
• Underwriters’ counsel in connection with the offering of principal-at-risk notes by Everest Re sponsored entity
• Transaction counsel in connection with multiple offerings of principal-at-risk notes by Flagstone Re sponsored entities
• Transaction counsel in connection with multiple offerings of principal-at-risk notes by Glacier Re sponsored entities
• Groupama’s counsel in connection with multiple offerings of principal-at-risk notes by Swiss Re intermediated entities
• Underwriters’ counsel in connection with the offering of principal-at-risk notes by Heritage sponsored entity
• Transaction counsel in connection with multiple offerings of principal-at-risk notes by Liberty Mutual sponsored entities
• Underwriters’ counsel in connection with multiple offerings of principal-at-risk notes by Munich Re sponsored entity
• Transaction counsel in connection with Platinum Re sponsored entity’s offering of principal-at-risk notes
• Underwriters’ counsel in connection with offering of principal-at-risk notes by QBE sponsored entity
• Transaction counsel in connection with Scor sponsored entity’s offering of extreme mortality bonds
• Transaction counsel in connection with multiple offerings by Scor sponsored entities of principal-at-risk notes
• Underwriters’ counsel in connection with offering of principal-at-risk notes by Zurich sponsored entity

^{* Mr. Schwolsky advised on some of these matters at his prior firm.}