Nippon Life Insurance is set to end 2024 with a planned all-cash acquisition of Bermuda-based US counterpart Resolution Life Group Holdings for USD8.2 billion, making it the largest overseas buyout made by a Japanese insurer to date.
Nippon Life, which has signed the acquisition agreement with Resolution Life to purchase the remaining 77% stake it currently doesn’t own in the US company, needs to meet multiple principal conditions to close the deal in the second half of next year, said David Alberts, Mayer Brown’s partner and co-leader of the global insurance industry group who is co-leading his firm’s team advising Nippon Life on the buyout as US and UK counsel.
“The principal conditions that need to be met in order to close are to obtain the various insurance regulatory change of control, CFIUS and other regulatory approvals. Those are anticipated to be obtained during 2025 with an aim to close in the second half of 2025,” Alberts told Asia Business Law Journal.
He is jointly heading the Mayer Brown transaction team with corporate partners Joe Castelluccio and Camila Panama in advising Nippon Life on US and UK regulatory matters.
Nippon Life, which currently owns 23% of Resolution Life, will acquire shares from US global private equity firm Blackstone and other shareholders to make the Bermuda-based US life insurer a wholly-owned subsidiary.
To complete the buyout, Nippon Life had also been seeking legal advice from Nishimura & Asahi, Ashurst and Bermuda-based corporate and commercial law firm ASW Law, a 10 December Blackstone press release showed. The Nishimura & Asahi team, which is co-leading the overall deal with Mayer Brown, is being led by partners Tatsuya Tanigawa and Tatsuya Nakayama, while Ashurst’s partners Natsuko Ogawa and Con Tzerefos are heading its team.
Taipei-based Lin & Partners, which has been engaged by Ashurst, also advised Nippon Life on this deal, focusing on Taiwan’s insurance regulatory aspect. The Taiwanese firm’s partner and director of the dispute resolution department, Colin Wu, was the lead partner advising the Japanese lifer.
On the other hand, Debevoise & Plimpton told Asia Business Law Journal that the firm was lead deal counsel for Resolution Life, supported on local issues by Herbert Smith Freehills in Australia, Linklaters in Japan, Conyers in Bermuda and Chapman Tripp in New Zealand. Insurance M&A partner David Grosgold and counsel Brita Siepker are leading the Debevoise & Plimpton team.
Partner Matt FitzGerald is leading the Herbert Smith Freehills team, which is advising Resolution Life on the Australian aspects of the deal covering areas including corporate M&A, antitrust and insurance regulatory.
Kirkland & Ellis is also involved as one of the legal advisers to Resolution Life, with the US firm’s team consisting of investment funds lawyers Alex Brodkin, Richard Watkins, Aleksander Bakic and Anna Alexandrou.
