Jon A. Hlafter

Mr. Hlafter advises on mergers and acquisitions (negotiated and hostile), reinsurance transactions, joint venture transactions, strategic investments and corporate governance matters, and has advised on some of the largest and most significant insurance M&A transactions over the past several years.

Mr. Hlafter has significant experience representing clients in corporate matters, as well as representing major investment banking firms as financial advisors on M&A transactions.

His experience includes advising:

• Anheuser-Busch in its response to an unsolicited acquisition proposal and consent solicitation, and its subsequent $52 billion acquisition by InBev N.V.;
• Apollo Global Management, Inc. in its $11 billion merger with Athene Holding Ltd.;
• The Blackstone Group Inc. in its acquisition of a 9.9% strategic equity stake in American International Group, Inc.’s Life & Retirement business for $2.2 billion;
• Core Specialty Insurance Holdings, Inc. in its:
  • acquisition of the StarStone U.S. business from Enstar Group Limited and its initial formation and $610 million capital raise from SkyKnight Capital, Dragoneer Investment Group and Aquiline Capital Partners; and
  • merger with Lancer Insurance Company. Following the closing, Lancer Insurance Company will become a wholly owned subsidiary of Core, and the combined business will have over $1 billion in equity capital;
• Endurance Specialty Holdings Ltd. in its $6.3 billion acquisition by SOMPO Holdings, Inc. This transaction was named a Deal of the Year by Asia Business Law Journal;
• Express Scripts in its proposed but terminated $25 billion hostile exchange offer and proxy fight for Caremark Rx Inc.;
• Farm Bureau Property & Casualty Insurance Company and the Iowa Farm Bureau Federation in connection with their $1.37 billion take-private transaction of FBL Financial Group, Inc.;
• FGL Holdings in its $2.7 billion acquisition by Fidelity National Financial, Inc.;
• Intact Financial Corporation on the antitrust aspects of its $1.7 billion acquisition of OneBeacon Insurance Group, Ltd.;
• JAB Holdings in the creation of its Independence Pet pet insurance platform, including the acquisition of PetPartners, Inc. and the pending acquisitions of FIGO Pet Insurance LLC and Independence American Insurance Company.
• Permira Funds in its: acquisition of a majority stake in Axiom; sale of a majority stake in Teraco Data Environment to Berkshire Partners; $2.3 billion sale of Atrium Innovations to Nestlé by a group of investors; acquisition of DiversiTech by a company backed by Permira Funds from an affiliate of The Jordan Company LP; $1.5 billion sale of Intelligrated Inc. to Honeywell International Inc.; $895 million sale of Creganna Medical to TE Connectivity Ltd.; $765 million sale of its portfolio company PHARMAQ Holding AS to Zoetis Inc.; $2.8 billion sale of its portfolio company Iglo Foods Holdings Limited to Nomad Foods Limited; $3.5 billion sale of its portfolio company Arysta LifeScience Limited to Platform Specialty Products Corporation; $1.5 billion sale of its portfolio company Marazzi Group SpA to Mohawk Industries, Inc.; and $500 million acquisition of Intelligrated, Inc. from Gryphon Investors LP;
• Principal Financial Group, Inc. in its settlement with affiliates of activist investor Elliott Management Corporation;
• Root, Inc. in its partnership with Carvana to develop integrated auto insurance solutions for Carvana’s online car buying platform. In addition to the partnership, Carvana will invest $126 million in Root;
• SCOR in its $750 million acquisition of Generali U.S. Holdings, Inc., the holding company of Assicurazioni Generali SpA’s U.S. life reinsurance operations;
• State Farm in the $1.5 billion sale of its Canadian property and casualty, life insurance, mutual fund, loan and living benefits businesses to Desjardins Group;
• Stone Point Capital in its:
  • $2.7 billion going-private acquisition of AmTrust Financial Services, Inc.; and
  • investment in Freedom Financial;
• TPG Capital in its:
  • $2.5 billion sale of the Warranty Group to Assurant; and
  • $1.5 billion acquisition of the Warranty Group;
• Validus Holdings, Ltd. in its $5.6 billion acquisition by American International Group, Inc.;
• WeWork in an $8 billion transaction in which SoftBank provided financing to the company and acquired a majority of its outstanding shares through a tender offer; and
• XL Group Ltd. in its $15.3 billion acquisition by AXA SA. This transaction was named Impact Deal of the Year at the 2019 Tolley’s Taxation Awards and one of the European Impact Deals of the Year at the International Tax Review’s 2019 European Tax Awards.

His experience with matters involving financial services and insurance transactions includes advising:

• Amherst Holdings in the formation of Amherst Capital Management LLC, a real estate credit investment management platform, with BNY Mellon Investment Management;
• Blue Capital Reinsurance Holdings in connection with its U.S. delisting and deregistration;
• Citigroup Inc. in:
  • the sale of its Canadian life insurance subsidiary, Financial Reassurance Company 2010, Ltd., to a subsidiary of Munich Re;
  • the replacement of its subsidiary Prime Reinsurance Company, Inc. by a subsidiary of Swiss Re Life & Health America Inc. as reinsurer on a coinsurance agreement covering a block of term life insurance policies issued by Primerica Life Insurance Company;
• CMIG International Holding Pte. Ltd., the 96% shareholder of Sirius International Insurance Group, Ltd., in Sirius Group’s $788 million merger with Third Point Reinsurance Ltd.; 
• Fidelity & Guaranty Life in its $200 million sale of F&G Reinsurance Ltd to Ares Management Corporation;
• Freedom Financial in its acquisition of a consumer loan portfolio from the court-appointed receiver in charge of Aequitas Capital Management;
• Harbor Point Limited in its $3 billion merger of equals with Max Capital Group Ltd. (forming Alterra Capital Holdings Ltd.);
• HC2 Holdings, Inc. in the $90 million sale of Continental Insurance Group Ltd. to MG Capital Management LLC;
• Morgan Stanley in the sale of its 34.3% interest in China International Capital Corporation Limited to TPG Capital, Inc., Kohlberg Kravis Roberts & Co., L.P., Government of Singapore Investment Corporation and The Great Eastern Life Assurance Company Limited;
• OneBeacon Insurance Group, a subsidiary of Intact Financial Corporation, on its loss portfolio transfer reinsurance transaction with the Medical Protective Company, a subsidiary of Berkshire Hathaway Inc.;
• PSP Investments in its investment in AmWINS, a leading U.S. wholesale property and casualty and specialty insurance broker;
• State National Companies, Inc. in its $919 million merger with Markel Corporation;
• Validus Holdings in its:
  • $127.5 million acquisition of the crop risk services business of Archer-Daniels-Midland Company;
  • $690 million acquisition of Western World Insurance Group, Inc.;
  • $623 million acquisition of Flagstone Reinsurance Holdings, S.A. through a merger agreement;
  • proposed but terminated $3.5 billion unsolicited bid to merge Validus with Transatlantic Holdings, Inc.; and
  • $1.7 billion hostile exchange offer and proxy fight for, and subsequent acquisition of, IPC Holdings, Ltd.; and
• XL Group in the:
  • redomestication of its parent holding company from Ireland to Bermuda;
  • $570 million sale of XL Life Reinsurance (SAC) Ltd to GreyCastle Holdings Ltd.; and
  • reinsurance of the majority of its U.S. term life block to a subsidiary of Reinsurance Group of America.