John Grothaus

Matters on which John has advised include representation of:

M&A

• Prudential Financial, Inc. in the sale of a US$31 billion portion of its in-force legacy variable annuity block for US$2.2 billion to Fortitude Re, Bermuda’s largest multi-line reinsurer
• Hagerty in its merger with Aldel Financial Inc., resulting in a combined publicly traded company with a market capitalization of approximately US$3.13 billion, including a US$704 million fully committed PIPE
• Primerica in its strategic acquisition of e-TeleQuote, a Florida-based senior health insurance distributor of Medicare-related insurance policies, valued on a pre-debt enterprise basis at US$600 million
• Cigna in the US$6.3 billion sale of its group life and disability insurance business to New York Life
• Kuvare Holdings subsidiary Guaranty Income Life Insurance Company in the acquisition of Lincoln Benefit Life Company
• Sirius International Insurance Group in acquiring ArmadaCorp Capital
• Markel Corporation in acquiring specialty insurer State National Companies, Inc., a transaction valued at US$920 million
• Mutual Trust Financial Group in its merger with Pan-American Life Insurance Group, a merger of two mutual insurance holding companies
• Sentry A Mutual Insurance Company in its mutual affiliation with Florists’ Mutual Insurance Company

Reinsurance and Capital Markets  

• Kuvare Holdings in the acquisition of a block of in-force annuities issued by a large, highly rated multinational carrier from its Hong Kong platform, and two forward-flow reinsurance arrangements, each with a separate highly rated Japanese life insurer.
• Kuvare Holdings in the launch of Kindley Re, a US$400 million life and annuity reinsurance sidecar formed in partnership with Davidson Kempner Capital Management, and Kuvare and its affiliates
• Fortitude Re in its US$4 billion annuity reinsurance transaction with T&D Holdings subsidiary Taiyo Life, marking Fortitude Re’s inaugural reinsurance deal covering business in Asia
• RGA in its acquisition of a US$3 billion block of individual payout annuities (including New York business) from John Hancock
• RGA in its acquisition of a US$2.9 billion block of fixed and variable annuities from Horace Mann Life Insurance Company
• RGA in the formation of Langhorne Holdings, a Bermuda-based global acquisition platform targeting life and annuity business, sponsored by RGA and RenaissanceRe, including Langhorne’s initial equity raise in excess of US$780 million; Langhorne was named “Launch of the Year” at the 2018 Reactions North America Awards
• Massachusetts Mutual Life Insurance Company in the issuance of in excess of US$2.5 billion of surplus notes and multiple public tenders for outstanding series of surplus notes
• Western & Southern Financial Group in its offering of US$500 million in surplus notes
• Kuvare Holdings in the offering of US$225 million in preferred shares
• Athene in the establishment of and issuances under its funding agreement-backed note program
• Massachusetts Mutual Life Insurance Company in its MassMutual Global Funding II program
• Aurigen Re in its offering of more than C$300 million in embedded value-linked notes
• RGA in connection with the first-ever term life PBR reserve financing solution completed for a leading life insurer

Restructuring

• Merced Capital in connection with various claims and interests in the Scottish Re proceedings
• The controlling noteholder on the restructuring of Ballantyne Re plc, implemented by a noteholder Scheme of Arrangement in Ireland, which was shortlisted for Restructuring Deal of the Year at the 2020 IFLR Europe Awards