John Grothaus

JOHN GROTHAUS represents insurance, financial, and private equity clients in a variety of corporate and securities matters, including M&A, capital investments, private and public securities offerings, and complex insurance financings, and focuses on developing creative, practical solutions for client needs.

John maintains an active pro bono practice, including advising legally underserved emerging businesses through Sidley’s Emerging Enterprises Pro Bono Program, advising not-for-profit entities in a variety of corporate matters, and representing asylum seekers and refugees fleeing persecution abroad through Sidley’s Political Asylum and Immigrants’ Rights Project.

M&A and Reinsurance Transactions

• Brookfield Wealth Solutions Ltd., a leading provider of retirement services, wealth protection products and tailored capital solutions, in its reinsurance agreement with leading Japanese insurance company Dai-ichi Frontier Life.
• Aspida Re in its second APAC reinsurance transaction with a highly rated Japanese life insurance carrier.
• Admiral Group in the sale of its U.S. operations to J.C. Flowers (pending).
• Fortitude International Reinsurance Company Ltd. in a US$4 billion reinsurance transaction with Taiyo Life.
• Fortitude Re in the reinsurance of US$3.4 billion of long-term care reserves and approximately US$120 million of individual disability insurance business from Unum.
• Kuvare Holdings in the sale for up to US$1 billion of Kuvare Asset Management to Blue Owl Capital (including potential earnout), and US$250 million preferred equity investment by Blue Owl in Kuvare.
• Fleming Insurance Holdings, a portfolio company of Altamont Capital Partners, in its US$277 million acquisition of JRG Re from James River.
• Global Atlantic in the reinsurance of a US$19.2 billion block of MetLife’s U.S. retail annuity and life insurance business.
• RGA in the acquisition of a US$4.1 billion block of long-term care and structured settlement business from John Hancock.
• Altamont Capital Partners and Hadron in the launch of Hadron, a groundbreaking hybrid insurer focused on managing general underwriters backed by over US$250 million from Altamont and other institutional investors.
• Fortitude Re in multiple reinsurance transactions with Asian counterparties, including block and flow transactions with several leading Japanese life insurance companies.
• Zinnia in its strategic acquisition of Policygenius, a digital insurance marketplace.
• 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.
• Security Benefit and its subsidiary Everly Holdings in the acquisition of Settlers Life from National Guardian Life.
• 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.
• 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.
• 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.
• RGA in its acquisition of a US$2.9 billion block of fixed and variable annuities from Horace Mann Life Insurance Company.
• RGA in its acquisition of a US$3 billion block of individual payout annuities (including New York business) from John Hancock.
• 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.

Capital Markets and Sidecars

• 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.
• 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.

John is on the Board of Trustees at the Peggy Notebaert Nature Museum of the Chicago Academy of Sciences where he helps support the museum’s framework, long-term planning, and overall initiatives.