Dewey & LeBoeuf

Michael Groll

Partner

Michael Groll is co-chair of the Insurance Industry Sector Group. Mr. Groll has extensive experience in the area of corporate and securities law, specifically public and private securities offerings, mergers and acquisitions, and other transactions in the insurance industry. He has represented underwriters, insurance companies and lenders in such transactions. Mr. Groll has also represented investors, companies and investment banks in the formation, private financing and acquisition of insurance companies, as well as insurers and investment banks in connection with structured financial product transactions and credit derivative transactions involving both domestic and off-shore insurance and reinsurance companies. More recently, Mr. Groll has also represented many companies in specialized insurance and reinsurance structures such as securitizations, sidecar transactions and catastrophe bonds.

On corporate, regulatory and reinsurance matters, Mr. Groll represents many monoline financial guaranty insurance companies, including Ambac Assurance Company and Assured Guaranty Corp., as well as monoline mortgage guaranty insurance companies, including Essent, GEMICO, Radian, PMI and Triad.

Mr. Groll has been recognized as a leading insurance transaction lawyer in Chambers USA (2007 and 2008) and The Best Lawyers in America (2006). He was also recognized as the most active IPO lawyer in 2003 by IPO Vital Signs' IPO Lawyer Yearbook.

Representative Matters

Capital Markets

The underwriters in connection with the equity offerings by Assured Guaranty Ltd. in June and December 2009 and December 2007;
The underwriters in connection with the senior notes offering by Transatlantic Holdings, Inc. in November 2009;
Flagstone Reassurance Suisse SA in its catastrophe bond transaction in November 2009;
The underwriters in connection with the senior notes offering by Willis North America Inc. in September 2009;
The underwriters in connection with AIG's disposition of a substantial part of its equity interest in Transatlantic Holdings, Inc. in June 2009;
The underwriters in connection with the senior unsecured notes offering by W.R. Berkley Corporation in September 2009;
Nationwide Mutual Insurance Company in its surplus notes offering in August 2009;
Merna Reinsurance Ltd., sponsored by State Farm Mutual Automobile Insurance Company, in its catastrophe bond transaction in June 2007;
Nationwide Financial Services, Inc. in its junior subordinated notes offering in May 2007;
Aspen Insurance Holdings Limited in its catastrophe bond transaction in April 2007;
The underwriters in connection with the initial public offering by Flagstone Reinsurance Holdings Limited in March 2007;
RAM Holdings Ltd. in its initial public equity offering in 2006;
The underwriters in connection with the convertible preferred stock offering by Alleghany Corporation in 2006;
The underwriters in connection with the equity offering by Darwin Professional Underwriters, Inc. in 2006;
The underwriters in connection with the $1.5 billion equity offering by ACE Limited in 2005;
The underwriters in connection with the initial public equity offering by National Atlantic Holdings Corporation in 2005;
The underwriters in connection with the initial public equity offering by Assured Guaranty Ltd. in 2004;
Aspen Insurance Holdings Limited in its initial public equity offering in 2003 and in various public offerings from 2003 through 2009;
The underwriters in connection with the initial and secondary public equity offerings by Endurance Specialty Holdings, American Equity Investment Life Holding Company and National Financial Partners in 2003, 2004 and 2005;
Montpelier Re Holdings in the formation and private financing of a reinsurance company in Bermuda in December 2001, in its initial public offering in October 2002, and in secondary public equity offerings in 2003 and 2004;
Nationwide Financial Services, Inc. in its $900 million initial equity and debt offerings;
Nationwide Mutual Insurance Company in its surplus notes offerings;
Underwriters in connection with the public equity and senior notes offerings by W.R. Berkley Corporation in 2002, 2003 and 2005;
Underwriters in connection with the public equity, preference share and senior notes offerings in 2001, 2003 and 2004;
Underwriters in connection with the senior convertible notes offerings by Selective Insurance Group in its senior convertible notes offering in September 2002;
Underwriters in connection with the public equity offering by Fidelity National Financial in January 2001; and
Underwriters in connection with the initial public offering by Manulife Financial Corporation in September 1999 following its demutualization.

Mergers and Acquisitions

Nationwide Financial Services, Inc. in its acquisition by its parent, Nationwide Mutual Insurance Company, in 2009;
Rockhill Holding Company in its acquisition by State Automobile Mutual Insurance Co. in 2009;
National Atlantic Holdings Corporation in its sale to Palisades Safety and Insurance Association in 2008;
Argonaut Group, Inc. in its merger with PXRE Group, Ltd.;
Hannover Rückversicherung AG in its sale of Praetorian Financial Group, Inc. in 2007;
Delek Group in its acquisition of the The Republic Group Companies in 2006;
HealthMarkets, Inc. in its sales of the STAR and Student Businesses in 2006;
DLJ in its acquisition of HealthMarkets, Inc. in 2006;
The St. Paul Companies, Inc. in its merger with Travelers Property Casualty Corp. in 2004;
Nationwide Financial Services, Inc. in connection with its $1.56 billion acquisition of Provident Mutual Life Insurance Company through a sponsored demutualization in 2002;
Liberty Mutual in connection with its acquisition of White Mountains' regional independent agency property and casualty operations in 2001;
Nationwide Mutual Insurance Company in connection with its $1.64 billion (£1.03 billion) acquisition in 2000 of Gartmore Investment Management plc, a UK fund management business;
Liberty Mutual in connection with its $1.5 billion acquisition of Guardian Royal Exchange's US operations in 1999; and
ACE Ltd. in connection with its $3.45 billion acquisition of CIGNA Corporation's international and US property and casualty businesses in 1999.