Vincent S. Onorato

VINCENT ONORATO has a broad practice with a primary focus on M&A, private equity, and corporate finance transactions. Within Vince’s practice, he regularly represents insurance companies, insurance intermediaries, private equity sponsors, asset managers, institutional investors, investment banks, and other financial services institutions in connection with domestic and cross-border mergers, acquisitions, divestitures, joint ventures, private equity investments, and reinsurance transactions, as well as with capital-raising transactions, including equity and debt public offerings, 144A transactions, private placements, and tender and exchange offers.

Vince has been recognized by Super Lawyers as a “Rising Star” in New York (2021–2023).

Vince graduated cum laude from Washington University in St. Louis School of Law. As a law student, he was a primary editor for the Washington University Journal of Law & Policy and served as a judicial extern to the Honorable William D. Stiehl of the United States District Court for the Southern District of Illinois.

Representative transactions on which Vince has advised include:

M&A/Private Equity and Reinsurance

• Dearborn Group, a national provider of ancillary benefits and subsidiary of Health Care Service Corporation, in the sale of Dearborn’s group life and disability business to Symetra Life Insurance Company.
• Nassau Financial Group, a Golden Gate Capital portfolio company, in a strategic partnership with Golub Capital, including a US$200 million equity investment by Golub Capital in Nassau and a long-term investment management agreement.
• National Life Group in a US$4.9 billion flow and block annuity reinsurance transaction with 26North.
• National Western Life in its US$1.9 billion acquisition by an affiliate of Prosperity Life.
• Nassau Financial Group in a strategic partnership with Fortress Investment Group, including a US$130 million equity investment by Fortress in Nassau and a long-term investment management agreement.
• Resolution Life in a strategic transaction with Farmers New World Life Insurance Company (FNWL) involving the cession of FNWL’s in-force individual life business to Resolution Life subsidiary Security Life of Denver, a flow reinsurance treaty covering the current range of individual life products, and retrocession to Swiss Re of all of the reinsured term life liabilities.
• Cornell Capital LLC in its acquisition of Longevity Holdings, a specialty TPA and service provider to various end markets, from an investor group led by Stone Point Capital.
• American National Insurance in its US$5.1 billion acquisition by Brookfield Asset Management Reinsurance Partners.
• The sellers in the sale of International Transportation and Marine Office, LLC, a U.S. managing general agency focused on offering its clients marine, trucking, and other specialty lines of insurance coverage, including through Lloyd’s of London syndicates, to Tokyo-based Mitsui Sumitomo and its UK-based subsidiary MS Amlin.
• An investor consortium led by Cornell Capital LLC, Atlas Merchant Capital LLC, TRB Advisors LP, Global Atlantic Financial Group, Pine Brook, J. Safra Group, Hudson Structured Capital Management, and The Hartford in the sale of Talcott Resolution to Sixth Street.
• MetLife in its acquisition of Versant Health from an investor group led by Centerbridge Partners for approximately US$1.7 billion.
• Athene Life Re in the reinsurance of a US$27 billion block of annuities from Jackson National Life Insurance Company and a US$500 million indirect equity investment in Jackson.
• LSG Insurance Partners, Inc., a Michigan-based employee benefits and property-casualty insurance broker, in its sale to Arthur J. Gallagher & Co.
• Swiss Re Life & Health America in the reinsurance of individual life insurance business from Security Life of Denver in connection with the Irish scheme of arrangement and related Chapter 15 restructuring of Ballantyne Re.
• GoldenTree Asset Management LP in connection with the acquisition of Syncora Guarantee Inc. for US$429 million by Star Insurance Holdings, an entity formed by GoldenTree.
• The Hartford Financial Services Group, Inc. in the sale of its Talcott Resolution life insurance and annuity businesses for US$2.05 billion to an investor group that included Global Atlantic Financial Group, Cornell Capital, TRB Advisors, Pine Brook Partners, and J. Safra Group.
• The sellers in the sale of Jefferson National Financial Corp. to Nationwide Life Insurance Company.
• A leading U.S. annuity provider in its flow reinsurance transaction with Third Point’s newly-formed Cayman reinsurer, Malibu Life Reinsurance SPC.
• A prominent family office in its acquisition and disposition of various insurance brokers, agents, and other intermediaries.
• Various insurers and private equity funds in connection with the sale/acquisition of PG&E Corp. insurance subrogation claims.
• Various insurers in connection with the sale/acquisition of renewal rights.

Corporate Finance and Capital Markets

• Health Care Service Corporation in the issuance of US$2.5 billion in senior unsecured notes.
  
• Global Atlantic Financial Group in various capital raising transactions, including in connection with over US$3 billion of senior and subordinated debt offerings.
  
• The Nassau Companies of New York in cash tender offers for up to a combined US$100 million of outstanding debt securities issued by it and one of its wholly owned subsidiaries.
  
• Mutual of Omaha in the issuance of US$300 million aggregate principal amount of surplus notes.
  
• TruStage Financial Group in the issuance of US$600 million aggregate principal amount of senior notes.
  
• Jackson Financial in the issuance of US$1.6 billion aggregate principal amount of senior notes.
  
• SBL Holdings, Inc. in various capital raising transactions, including in connection with over US$1.2 billion of senior notes and US$425 million of perpetual preferred stock.
  
• American National (a subsidiary of Brookfield), Brighthouse Financial, Forethought Life (a subsidiary of Global Atlantic), Reliance Standard, Security Benefit, United of Omaha and Western & Southern in connection with their funding agreement-backed note programs.
  
• The underwriters in connection with multiple securities offerings by American Financial Group, CNO Financial Group, Mercury General, Pacific Life, Protective Life, and W.R. Berkley.
• Various insurance companies in their roles as funding agreement provider in connection with prepaid commodities transactions financed by municipal bonds.

Vince is involved in the firm’s Emerging Enterprises Pro Bono Program, which provides free legal support to eligible small and medium-sized for-profit enterprises and market-focused non-governmental organizations and nonprofits that have a clear social impact in developing countries across Africa, Asia, Central and South America, and the Caribbean.