Stephen G. Rooney

Partner

Mr. Rooney practices in the areas of securities offerings, structured finance and mergers and acquisitions. He is global chair of the firm's Structured Finance Practice Group. Over the past 25 years, he has represented issuers and underwriters in connection with domestic and international securities offerings of equity, debt and hybrid securities, including registered public offerings by non-US issuers and offerings pursuant to Regulation S and Rule 144A. He has extensive experience in negotiating and structuring M&A within the insurance and financial services industries. Mr. Rooney also counsels domestic and international clients on corporate governance matters and director fiduciary duties, including compliance with the Sarbanes-Oxley Act of 2002 and applicable exchange listing standards.

Mr. Rooney has served as transaction counsel in a variety of structured financings, including numerous catastrophe bond offerings; the first securitization of life insurance regulatory reserves; the first securitization of private equity investment portfolios; the first cross-border credit card future-flow transaction; and the first securitization of insurance policy loans. He has also served as counsel in the securitizations of electric utility stranded costs, healthcare receivables, sovereign trade credits, dealer floor plan loans, high-yield and investment-grade debt portfolios, and commercial mortgages.

Mr. Rooney has been recognized as a leading insurance industry transaction lawyer in Chambers USA.

Representative Matters and Clients

Initial Public Offerings; Securities Offerings

  • Sun Life Financial Services of Canada in its $2 billion global IPO;
  • Scottish Re Group Ltd. in numerous public offerings of convertible debt, hybrid and equity securities;
  • Oberthur Card Systems (France) in its international IPO;
  • Banco Nacional de Mexico, S.A. ("Banamex"), in raising more than $8 billion in numerous international capital market transactions;
  • Bank of Butterfield (Bermuda) in multiple private subordinated debt offerings;
  • Morgan Stanley as underwriter in the global IPO of IPC Re and follow-on equity offering; and
  • Coca-Cola Embonor, S.A., of Chile in its US high-yield debt and ADR offerings.

Completed Mergers and Acquisitions

  • Aegon in the $5.4 billion sale of Transamerica Finance commercial finance business to GE;
  • Scottish Re in the acquisition of the US life reinsurance business of ING;
  • Telefonica in the $900 million tender offer for the minority shareholdings of Compania de Telecomuniciones de Chile ("CTC");
  • The financial advisor in Chubb's $1.5 billion acquisition of Executive Risk;
  • Scottish Re in the acquisition of control by Cerberus and Mass Mutual Capital;
  • Sun Life in its $4 billion acquisition of Clarica Life Insurance Company; and
  • Scottish Re in the $1.3 billion divestiture of a portion of its US business to Hannover Re (Germany).

Structured Finance

  • Catastrophe bond offerings sponsored by Allstate, Aspen, Catlin, Liberty Mutual, Munich Re, Nationwide, Scottish Re and State Farm, among others;
  • Scottish Re in the $2.1 billion securitization of term life insurance regulatory reserves through Ballantyne Re plc;
  • Genworth Financial in its subsidiary's $2 billion securitization of term life insurance regulatory reserves;
  • AON in its securitization of private equity investments;
  • Banamex and NCB Jamaica in numerous securitizations of cross-border credit card future flows; and
  • Sun Life, Manulife and AXA in collateralized debt obligation transactions.

Publications

  • Author, "No Conflict Here," Trading Risk (December 2011).
  • Author, "Regulation XXX Spurs Insurance Securitization," International Financial Law Review (August 2006).
  • Co-author, "Securitization in the Life Insurance Industry: Managing Risk and Capital Requirements," The Journal of Structured Finance (Summer 2006).
  • Numerous Dewey & LeBoeuf client alerts on securities law and structured finance matters.

Selected Activities

  • Board of Directors, American Securitization Forum
  • Board of Trustees, Inner City Scholarship Fund (2005-present)
  • Trustee of the Village of Pelham Manor (1995-2003); Mayor (2003-2005)
  • Law Clerk, Hon. Kevin Thomas Duffy, U.S. District Judge, SDNY, (1980-1982)

Education

  • Fordham University School of Law, 1980, J.D.
  • University of Pennsylvania, 1977, B.S.

Bar Admissions

  • New York

Court Admissions

  • U.S. Supreme Court
  • Other federal courts