Bernhardt Nadell

Partner Corporate, Finance and Investments

New York: +1 212 556 2252 [email protected]

Bernhardt Nadell is a partner in our Corporate, Finance and Investments practice and concentrates primarily in industry mergers and acquisitions, insurance-linked securities transactions, , insurance law and general corporate matters.

In the area of mergers and acquisitions, Bernhardt has represented acquirors and sellers in complex insurance-related transactions, including acquisitions of run-off companies, management buyouts, acquisitions of annuity business, asset transfers, renewal rights transactions, acquisitions from distressed insurers, sponsored and a mutual conversion.

In the securitization area, Bernhardt has been involved in reserve financing and embedded value transactions. He has represented insurers and reinsurers in property casualty, life and annuity reinsurance transactions, as well as in general corporate and related regulatory matters.

Chambers USA has recognized Bernhardt as a leading insurance transactional attorney for many years. He also has been nationally recommended by The Legal 500 .

Matters

Atlas Merchant Capital in $2.05 billion acquisition of Talcott Resolution, the run-off and annuity division of ;

T&D Life Group in its $1.8 billion acquisition, with The Carlyle Group, of Fortitude Re from AIG;

ORIX Life Insurance Corporation in $1.4 billion acquisition of The Hartford’s Japanese variable annuity subsidiary;

Talcott Resolution buyer consortium in $9.6 billion structured settlement and fixed annuity reinsurance transaction with Global Atlantic;

Catalina Holdings (Bermuda) Ltd in its acquisition of Asia Capital Reinsurance Group Pte. Ltd.;

Georgia-domiciled property casualty insurance company in its sponsored / acquisition of West Virginia-domiciled insurance company;

Arrowpoint Capital (formerly Royal & SunAlliance USA) in the sale of Arrowood Surplus Lines Insurance Company to Transverse Insurance Group, LLC;

1 www.kslaw.com 1 Corp. in its $2.1 billion sale of CIGNA Life Insurance Company and CIGNA’s (including variable and fixed annuities) business to Prudential Financial, Inc.;

Leading investment bank in $4 billion Japanese variable and fixed annuity reinsurance transactions;

Arch Insurance Company in (i) acquisition of McNeil & Company, Inc., (ii) acquisition of alternative market business of SPARTA Insurance Holdings, Inc. and (iii) $400 million loss portfolio transfer reinsurance transaction with Catalina;

Reservoir Capital and Black Diamond Capital in acquisition of SBLI USA Mutual Life Insurance Company through a sponsored demutualization;

Nomura in (i) $2.9 billion closed block reinsurance transaction for Phoenix Life Insurance Company and (ii) $1 billion in reserve financing transactions;

Atlas Merchant Capital in investment in Somerset Reinsurance Ltd.;

Management of Royal & Sun Alliance USA, Inc. in its $300 million buyout of the U.S. operations of Royal & Sun Alliance Insurance Group plc;

Special Committee of the of Atlantic Company in the sale of its personal lines business to The ACE Group of Companies;

Crédit Agricole in $2.9 billion in Triple X and Guideline AXXX reserve financing transactions;

Goldman Sachs in expansion of its property casualty business, including block of business acquisition, regulatory compliance and reinsurance matters;

Citibank, N.A. in reinsurance of $1.9 billion Japanese variable annuity business;

MBIA in $800 million Northwind Re embedded value securitization for Unum Group;

Citibank, N.A. in its $555 million Regulation Triple X reserve financing provided to Scottish Re Group;

Liberty Mutual Insurance Company in its $550 million acquisition of Prudential Property and Casualty Insurance Company;

Endurance Reinsurance Corporation of America in its acquisition of renewal rights and $400 million unearned premium reserve from Hartford Fire Insurance Company;

Travelers Property Casualty Corporation in its $580 million acquisition of the surety and fidelity bond business of Reliance Insurance Company and its affiliates;

Travelers Property Casualty Corporation in its $125 million sale of a minority investment in Gulf Insurance Group to Trident II, L.P. and related investment funds;

Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company and Employers Insurance of Wausau, A Mutual Company in the first formation of a mutual holding company in Massachusetts and the subsequent merger of mutual holding companies;

AmerUs Group Co. in its sponsored demutualization/acquisition of Indianapolis Life Insurance Company;

New York Life Insurance Company in the sale of its individual disability income insurance business to UnumProvident Corporation and modified coinsurance of $800 million in reserves; 2 www.kslaw.com 2 Liberty Mutual Insurance Company in its affiliation with Employers Insurance of Wausau, A Mutual Company and acquisition of its stock insurance company subsidiaries.

Credentials EDUCATION J.D., New York University A.B., Harvard College, magna cum laude

ADMISSIONS New York

ASSOCIATIONS Past Member, Insurance Law Committee, New York City Bar Association

Recognition Nationally Recommended for Insurance Transactions

LEGAL 500 UNITED STATES

Named a Leading Insurance Transactional Attorney

CHAMBERS USA

Insights CLIENT ALERT January 19, 2021 Long-Term Care Insurance Regulatory Updates

Acquisition of Insurance Producers: Common Pitfalls

October 19, 2020 Group Capital Calculation: New Insurance Holding Company System Regulatory Act Filing

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Events CONFERENCE August 8, 2019 Insurance M&A for Private Equity Funds

SPEAKING ENGAGEMENT April 15, 2020 Bernhardt Nadell to Speak at a Panel Discussion About Implications of Covid-19 and More

News IN THE NEWS December 2, 2020 • Source: Global Legal Chronicle K&S counsels MAG Mutual Insurance Company on its acquisition of West Virginia Mutual Insurance Company

3 www.kslaw.com 3 RECOGNITION June 10, 2021 Legal 500 United States 2021 Ranks King & Spalding Practices Among the Top in the Nation

May 20, 2021 Chambers USA 2021 Names 179 K&S Lawyers and 65 K&S Practice Groups as Leaders in Their Fields

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