Thomas M. Kelly is a corporate partner and Chair for the Americas of the firm’s Insurance Industry Group and has represented insurance companies in a broad range of capital markets and M&A transactions. Chambers USA 2018 recommends Mr. Kelly as a leading insurance transactional and regulatory lawyer, where clients praise his “stellar reputation” and report that he is “extremely intellectually focused and very diligent.”
Mr. Kelly is also a recognized lawyer for Insurance: Non-Contentious by The Legal 500 US 2018. He has acted as company counsel on several of the major U.S. life insurer demutualizations and was named a 2002 “Dealmaker of the Year” by The American Lawyer for his work on the IPO and demutualization of Principal Financial Group, Inc.
Mr. Kelly is chair of the Insurance Law Committee of the New York State Bar Association, is chair of the Corporate Section of the Association of Life Insurance Counsel, has served as a member of the Insurance Law Committee of the Association of the Bar of the City of New York and was a major contributor to the book Modern Investment Management and the Prudent Man Rule (Oxford University Press 1986) written by Debevoise partner Bevis Longstreth. Mr. Kelly is a member of the board of directors of The Royal Oak Foundation.
Mr. Kelly is the co-author of numerous articles, including “Federal Reserve Publishes Advance Notice Of Proposed Rulemaking On Capital Requirements For Insurers,” FC&S Legal (July, 2016); “Federal Reserve Proposes Enhanced Prudential Standards For Insurance SIFIs,” FC&S Legal (July, 2016); “Developments At The NAIC Spring Meeting,” Parts 1–3, Law360 (April–May, 2016); “Report On The NAIC 2015 Summer National Meeting,” FC&S Legal (November, 2015); “NAIC Begins To Develop A Group Capital Measure For U.S. Insurance Enterprises,” FC&S Legal (August, 2015); “NAIC 2015 Spring National Meeting,” Insurance Coverage Law Report (May/June, 2015); “IAIS Issues Consultation On Global Insurance Capital Standard,” Canadian Insurance Regulation Reporter (February, 2015); “Takeaways From The 21st Annual IAIS Conference,” Law360 (November, 2014); “Rector-Modified Recommendations to NAIC Task Force on Financing of XXX and AXXX Reserves,” FC&S Legal (August, 2014); “Citing Private Equity Concerns, New York Department of Financial Services Proposes Increased Scrutiny and Disclosure for Acquisitions of New York Domestic and Commercially Domiciled Insurers,” FC&S Legal (June, 2014) and “Report on the NAIC 2014 Spring National Meeting,” FC&S Legal’s “Eye on the Experts” blog (April, 2014).
Mr. Kelly joined the firm in 1984 and became a partner in 1993. He received his A.B. cum laude from Columbia University in 1979 and his J.D. cum laude from Harvard Law School in 1983, where he was a member of the Harvard Law Review.
Mr. Kelly served as a law clerk to the Hon. Eugene H. Nickerson, U.S. District Court for the Eastern District of New York, from 1983-1984.
- Principal Financial Group in its $1.2 billion acquisition of Wells Fargo & Company’s Institutional Retirement & Trust business.
- Jackson National Life Insurance in its agreements to reinsure John Hancock Life Insurance’s Group Payout Annuity business.
- Global Atlantic in the reinsurance of $9 billion of fixed annuities and other spread-based reserves of Talcott Resolution, The Hartford’s run-off life and annuity businesses.
- Canada Pension Plan Investment Board in its $1.8 billion acquisition of Wilton Re, a U.S. life insurance and reinsurance provider.
- Global Atlantic in its acquisition of the life insurance business of Aviva USA.
- The Principal Financial Group in its acquisition of AFP Cuprum S.A., a pension manager in Chile.
- TIAA-CREF in its partnership with Henderson Group PLC to create TIAA Henderson Real Estate Limited, a new global real estate investment management company, with total assets under management of over $63 billion.
- New York Life Insurance Company in the sale of New York Life Insurance Taiwan Corporation, its Taiwan life insurance subsidiary, to Taishin Financial Holding Co.
- Harbinger Group in its $350 million acquisition of Old Mutual U.S. Life Holdings.
- Phoenix Life Insurance Company in a reinsurance transaction with Nomura Financial involving its demutualization closed block.
- Pacific Life Insurance Company in numerous reserve financing facilities.
- New York Life in its $1 billion offering of surplus notes.
- Pacific Life Insurance Company in its $1 billion offering of surplus notes.
- Principal Financial Group in its $750 million offering of senior notes and its $1 billion offering of common stock.
- An insurance company in a $3.5 billion 30 year letter of credit facility to finance XXX and AXXX reserves.
- Swiss Re and other lenders in the development of a $500 million 5-year surplus loan note facility for Farmers Insurance Exchange, a California interinsurance exchange.
- An insurance company in a $2.5 billion securitization of its demutualization closed block, the largest life insurance securitization to date.
- Provident Mutual in its $1.5 billion sponsored demutualization and acquisition by Nationwide Financial Services.
- Morgan Stanley, as financial advisor, in the demutualization of EIG Mutual Holding Company, a Nevada insurance company.
- Stone Point Capital and Harbor Point in the formation and initial $1.5 billion capitalization of Harbor Point Limited, a global reinsurance company based in Bermuda, and Harbor Point’s acquisition of the ongoing business of Chubb Re, a subsidiary of The Chubb Corporation.
- Principal Financial Group in its $550 million offering of non-cumulative perpetual preferred stock and its $500 million offering of senior notes.
- Pacific Life Insurance Company in the sale by bulk reinsurance of its small group health care business to PacifiCare.
- Phoenix Life Insurance Company in the sale of broker-dealer subsidiaries to Linsco/Private Ledger Financial Services.
- Pacific Life Insurance Company in the establishment of a $3 billion global funding agreement-backed medium term note program and an €8 billion retail European funding agreement-backed note program, the first of its kind.
- Harvard Law School, 1983, J.D.
- Columbia University, 1979, A.B.
- New York
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