Earl Zimmerman, a member of Sutherland’s Corporate Practice Group, advises clients on mergers and acquisitions and securities transactions, insurance linked trades (ILTs), and distressed insurance situations.
His significant experience with mergers, acquisitions and securities includes stock acquisitions, mergers, acquisitions of blocks of business using indemnity reinsurance and/or assumption reinsurance, credit for reinsurance (Regulation 114 trusts, letters of credit, fund withheld), Uniform Commercial Code (UCC) and common law insurance collateral arrangements, servicing arrangements, joint ventures, acquisition financings, surplus note offerings, Regulation 144A and Regulation S offerings, NYSE listed offerings, European listed offerings, captive insurance companies, directors’ and officers’ (D&O) insurance, and errors and omissions (E&O) coverage.
Earl also has substantial experience with innovative ILTs, such as catastrophe (CAT) bonds and swaps, triple-X securitizations, life settlement securitizations, life settlements, premium finance, single premium immediate annuities (SPIAs), reinsurance of variable life insurance and variable annuities, guaranteed minimum death benefits, other separate account and segregated cell products, bank-owned life insurance (BOLI), corporate-owned life insurance (COLI), stable value products, financial guaranty insurance, mortgage insurance, mortality and life swaps, analyzing whether derivatives constitute insurance, insurable interest opinions, trade credit insurance, political risk insurance, tax credit insurance, and climate change-related insurance.
His work also has provided numerous opportunities for him to advise clients in distressed insurance situations concerning acquisitions of books of business from insolvent insurers, restructuring of insurance-linked securities (ILS) transactions when the cedent is close to insolvency, restructuring of wrapped debt, distressed debt trading of claims against insolvent insurers, reinsurance commutations and enterprise risk management (ERM).
Earl has lectured internationally on transferring credit risk through insurance and reinsurance, securitization of insurance and reinsurance products and risks, “cut-through” clauses, and mergers and acquisition issues.
REPRESENTATIVE EXPERIENCE
Earl’s recent representative experience includes:
- Representing Munich RE in connection with a Ianus CAT bond covering European windstorms and Turkish earthquakes.
- Representing a consortium of insurance company lenders in a workout and restructuring of the debt of a reinsurance company.
- Advising IXIS Corporate & Investment Bank in connection with the formation of Pentelia, a $600 million insurance-linked assets fund.
- Representing UBS as a placement agent in a follow-on offering of the Pentelia fund.
- Representing JPMorgan Partners in connection with their investment in Harbor Point Re, which specializes in property catastrophe risks.
- Representing Corsair Capital and York Capital in connection with their investment in SPARTA Insurance Company, which provides commercial auto, general liability, property and workers compensation coverage through direct and Alternative Risk Transfer (ART) programs.
- Representing Swiss Re in the Crystal Credit ILS transaction, securitizing trade credit insurance risks.
- Representing the underwriter of a secondary equity offering by Universal American Financial Corp., which provides Medicare supplement insurance, Medicare-managed care products, Medicare prescription drug benefits, and other specialty health insurance coverage.
- Representing Barclays and RBS in financing the acquisition by private investment firm Catalina Holdings of Quanta Capital, which focuses on specialty insurance and reinsurance that is in run-off.
- Representing UBS in connection with their restructuring and sale of sovereign debt of Belize (which was wrapped by a political risk insurance policy); and as underwriter in an attempted life settlement securitization transaction.
- Advising Deutsche Bank in connection with the securitization of a pool of U.S. property-and-casualty reinsurance cash flows of the Zurich Financial Group.
- Representing a major European bank in sidecar transactions reinsuring guaranteed minimum death benefit risks and guaranteed minimum income benefit risks of a direct writer of variable annuities.
- Representing a major European bank in an insurance-linked securities transaction in connection with credit reinsurance of a loan portfolio.
- Representing Credit Suisse in a novel type of credit insurance issued by Euler.
- Representing BNP Paribas in Canada Life triple-X letter of credit transaction involving life insurance risks.
- Representing Citigroup in connection with the issuance of a letter of credit providing credit for reinsurance for property-and-casualty risks.
- Represented HSBC in the securitization of a separate account GIC product issued by a U.S. life insurance company.
- Represented various investment banks and insurance companies in CAT swap, mortality swap and industry loss warranty (ILW) transactions.
- Representing Ambac and Assured Guaranty in the $1.8 billion Ballantyne triple-X life insurance securitization of Scottish re life insurance risks, and in the subsequent recaptures and restructuring
- Represented Ambac in the $1 billion triple-X securitization of RGA life insurance risks and in the $600 million triple-X securitization of Banner life insurance risks.
- Represented a financial guaranty insurer in connection with securitization through a Bermuda special purpose reinsurance of life risks of a closed block of participating life policies following the demutualization of a life insurer.
- Representing the New York Insurance Department in the demutualization of Phoenix Life and of Principal Life.
- Representing John Hancock Life in its acquisition of the long-term care business of Fortis.
PROFESSIONAL HONORS AND AWARDS
- Recognized by The Legal 500 United States in the area of mergers and acquisitions (2010)
PROFESSIONAL AND COMMUNITY INVOLVEMENT
- Chairman, Insurance Transactional and Global Regulatory Practice Group, TerraLex
- Member, American Bar Association
- Member, Committee on Insurance Law, New York City Bar Association
- Member, Board of Directors, New York City College of Technology Foundation, Inc.
RECENT PUBLICATIONS AND SPEAKING ENGAGEMENTS
- Author, Legal Alert: House Subcommittee Approves Bill to Prevent the Federal Insurance Office and Office of Financial Research from Collecting Data Directly from Insurance Companies (December 22, 2011)
- Author, Legal Alert: NAIC Releases Draft White Paper On Corporate Governance; At Odds With Existing Bodies of U.S. Law (June 10, 2011)
- Author, Legal Alert: New York Department of Financial Services to Have Authority Beyond Legacy Regulators; New Legal Risks Emerge for Insurers (April 27, 2011)
- Author, Legal Alert: NAIC Proposes Expansive New Governance, Risk Management and Reporting Duties on Insurance Holding Company Systems; A New Liability Profile Emerges for Directors and Senior Management (July 9, 2010)
- Author, "A New Divide Between Oversight Liability Case Law and Regulatory Risk Management Responsibilities of Boards of Insurers and Insurance Holding Companies," Life Insurance Law Committee Newsletter (Summer 2010)
- Author, "New Regulatory Environment Will Bring Changes for Insurance M&As," Life & Health Advisor (April 2010)
- Commentator, “How To Navigate The Twists Of Insurance Deals,” Corporate Finance and Insurance Law 360 (October 19, 2009)
- Commentator, “Hedge Funds Turning to Life Settlements for Absolute, Uncorrelated Returns,” Hedge Fund Law Report (October 1, 2009)
- Commentator, “M&A Lawyers Face Lasting Changes,” Corporate Finance Law 360 (September 10, 2009)
- Author, Securitizations of Life Risks (2008)
- Panelist, “Solvency II—Equivalence in the U.S.,” LICONY Legislative and Regulatory Conference (October 4, 2011)
- Presenter, "Impact of the Patient Protection and Affordable Care Act," LICONY Health Care Legislation Webinar (June 2010)
- Speaker, “Corporate Governance and Risk Management, Including Principles-Based Reserving,” Association of Life Insurance Counsel Annual Meeting (May 22–25, 2010)
- Co-chair, Reinsurance & Regulations: Acquisitions of Insurance Assets & Risks, New York City Bar (March 3, 2010)
- Speaker, The Federal Regulation of Insurance (June 25, 2009)
- Speaker, “Life Settlements,” C-5 London Conference (2008)
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