Stroock & Stroock & Lavan is representing Atlas Merchant Capital as co-lead investor in the pending acquisition of Talcott Resolution, the run-off life insurance and annuity division of The Hartford. The deal was announced last week and is expected to close in the first half of 2018. The total consideration to The Hartford of $2.05 billion is comprised of cash, a pre-closing dividend, transferred debt, and a 9.7 percent ownership interest in the acquiring company.
Stroock’s deal team is led by insurance M&A partner Bernhardt Nadell, insurance tax partner Micah Bloomfield and private funds partner Bradley Kulman.
Additional Stroock attorneys who assisted on the transaction include partners Michelle Jewett; Jeffrey Lowenthal; Ian DiBernardo; Steven Rabitz; Michele Jacobson and Robert Lewin; special counsels Beth Norton, Jeffrey Mann and Francis Healy; and associates Gary Ho, Carolyn Cox, Belinda Gao, Brian Friederich and Daniel Park.
The transaction will generate total value to The Hartford’s shareholders of approximately $3 billion. Led by Nadell, Stroock has been involved in other major insurance M&A transactions, including ORIX’s $963 million acquisition of The Hartford’s variable annuity business in Japan and multiple investments by Atlas.
The Hartford’s Chief Financial Officer Beth Bombara said on the company’s website that the “transaction provides an excellent outcome for shareholders, although it results in a GAAP loss. It accelerates the return of capital from Talcott Resolution compared with the gradual run-off of the business. We are evaluating opportunities to deploy proceeds from the sale and currently expect to use approximately $400 million for additional debt repayment, on top of the $500 million we previously announced we would repay in 2018.”