Dewey & LeBoeuf

John M. Schwolsky

Partner

John Schwolsky is co-chair of the Corporate Finance Practice Group. He regularly represents issuers and underwriters in connection with securities offerings of equity, hybrid equity, surplus notes and debt by insurance companies in the United States and overseas. Mr. Schwolsky also has extensive experience in insurance mergers and acquisitions, as well as the restructuring of troubled insurers and demutualization transactions. He also advises insurers on insurance-linked securities transactions, including catastrophe bonds, mortality bonds and swaps, redundant reserve financing and other risk-linked securities.

Mr. Schwolsky has been recognized as a leading insurance transactional lawyer in Chambers.

Representative Matters

Capital Markets

Mr. Schwolsky has advised issuers and underwriters in more than 200 securities offerings by insurance companies, including the following recent representations:

Equity Offerings

Metlife, Inc. in its public offering in March, 2011 of $3 billion of common stock and the concurrent offerings by AIG of $3.4 billion of Metlife’s common stock and $3.3 billion of its common equity units
Metlife, Inc. in its public offerings in August, 2010 of $3.6 billion of common stock and $3.0 billion of Senior Notes
Metlife, Inc. in its public offering in October, 2008 of $2.4 billion of common stock

Surplus Note Offerings

Teachers Insurance and Annuity Association of America in its December, 2009 offering of $2 billion of surplus notes
The initial purchasers in the October, 2009 offering by New York Life Insurance Company of $1 billion of surplus notes
The Guardian Life Insurance Company of America in its October, 2009 offering of $400 million of Surplus Notes
National Life Insurance Company in its September, 2009 offering of $200 million of surplus notes
Nationwide Mutual Insurance Company in its August, 2009 offering of $700 million of surplus notes

Hybrid Offerings

The Allstate Corporation in its $1 billion offering of junior subordinated debentures
Liberty Mutual Insurance Company in its $1.25 billion offering of junior subordinated debentures
MetLife, Inc. in its $500 million offering of junior subordinated debentures
MetLife, Inc. (MICC) in its $750 million offering of X-SURPS (exchangeable surplus notes)
MetLife, Inc. (MLIC) in its $700 million offering of X-SURPS (exchangeable surplus notes)
MetLife, Inc. in its $1.5 billion offering of floating rate perpetual preferred stock
MetLife, Inc. in its $600 million offering of fixed rate perpetual preferred stock
MetLife, Inc. in its $1.8 billion offering of common equity units
MetLife, Inc. in its $1.25 billion offering of junior subordinated debentures

Catastrophe Bonds

Transaction counsel in connection with multiple offerings of principal-at-risk notes by Allstate sponsored entities
Transaction counsel in connection with Amlin sponsored entity’s offering of principal-at-risk notes
Transaction counsel in connection with Assurant sponsored entity’s offering of principal-at-risk notes
Transaction counsel in connection with multiple offerings of principal-at-risk notes by Flagstone Re sponsored entities
Transaction counsel in connection with multiple offerings of principal-at-risk notes by Glacier Re sponsored entities
Groupama’s counsel in connection with multiple offerings of principal-at-risk notes by Swiss Re intermediated entities
Transaction counsel in connection with multiple offerings of principal-at-risk notes by Liberty Mutual sponsored entities
Underwriters counsel in connection with offering of principal-at-risk notes by Munich Re sponsored entity
Transaction counsel in connection with Platinum Re sponsored entity’s offering of principal-at-risk notes
Transaction counsel in connection with multiple offerings by Scor sponsored entities of principal-at-risk notes

Investment Grade Debt

Mr. Schwolsky has acted as issuer’s or underwriters' counsel on tens of billions of dollars of investment grade debt offered by insurance companies and other issuers in the United States and overseas.

Mergers and Acquisitions

In the area of mergers and acquisitions, Mr. Schwolsky’s assignments have included advising:

Aegon in its $9.7 billion merger with Transamerica
Aegon in its $3.2 billion merger with Providian, and related spin-off of Providian's non-insurance operations
Aegon in its $1.4 billion sale of Transamerica Re to Scor SE
Aegon in its $1.3 billion acquisition of Merrill Lynch's life insurance operations
Aegon in its acquisition of the group pension business of MONY
Aegon in its sale of Providian Property and Casualty Insurance Company
Allstate in its $1.2 billion merger with American Heritage Life Investment Corp.
Allstate in its $1.1 billion acquisition of CNA's personal lines business
Allstate in its $1 billion acquisition of Esurance from White Mountains
Allstate in its sale of Allstate Re to SCOR
Allstate in its disposition of Allstate's variable annuity business to Prudential Financial
Allstate in its purchase of GE's Partnership Marketing Group
Delek Group in its $290 million merger with Republic Companies Group
Liberty Mutual in its $1.5 billion acquisition of Guardian Royal Exchange's US property and casualty business
Liberty Mutual in its purchase of the PRUPAC companies from Prudential Financial
Liberty Mutual in its renewal rights and reinsurance transactions with White Mountains Insurance Group
MetLife in its $16.4 billion acquisition of AIG's subsidiary, American Life Insurance Company
MetLife in its $11.8 billion acquisition of Citigroup's life insurance operations
Sun Life Financial in its $650 million acquisition of Genworth's Employee Benefits Group Business
Sun Life Financial in its disposition of Clarica's US life insurance operations
Tower Group in its acquisition of One Beacon's personal lines insurance business
Tower Group in its acquisition of Hermitage Insurance Group
Union Central in connection with its merger with Ameritas Acacia and formation of UNIFI, a mutual life insurance holding company