Willkie Advises Allied World Assurance And Telcordia Technologies, Inc.

Friday, July 1, 2011 - 01:00

On June 13, it was announced that Willkie client Allied World Assurance Company Holdings, AG and Transatlantic Holdings, Inc. have signed a definitive merger agreement that will create a leading global specialty insurance and reinsurance company in a stock-for-stock transaction. Operating under the name TransAllied Group Holdings, AG, the combined entity will have total invested assets of $21 billion, total shareholders' equity of nearly $7 billion, and total capital of $8.5 billion. The company will offer its products and services via two distinct brands - Transatlantic Reinsurance and Allied World Insurance. The terms of this merger of equals call for Transatlantic to receive 0.88 Allied World common shares for each Transatlantic common share held. Following the merger, Transatlantic shareholders will own approximately 58 percent of the combined company on a fully diluted basis, with Allied World shareholders owning approximately 42 percent.

Allied World, through its subsidiaries, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, operating through a global network of branches and affiliates. Based in New York, Transatlantic Holdings, Inc. is a leading international reinsurance organization.

The deal, led by corporate partner Steven Seidman, included: Corporate and Financial Services - partners Gregory Astrachan and Jeffrey Hochman and associates Sean Ewen, Andrew Reardon, Leah Shams, Matthew Haddad, Scott Reich, Tyler Barnett, Laura Acker, Lisa Lopshire and Jonathan Scott; Tax - partners Henry Cohn and Christopher Peters and associate DJ Stauber; Executive Compensation & Employee Benefits - associates Jordan Messinger and Geri Anne McEvoy; Insurance - partner Leah Campbell and associate Christian Ercole; Antitrust - partner David Tayar and special counsel Jonathan Konoff; Litigation - partner Kelly Hnatt and associate Daryl Kreml; Compliance and Enforcement - special counsel Miriam Bishop; Real Estate - associates Matthew Kaplan and Jennifer Schanes; and Intellectual Property - associate Meghan Hungate.

On June 14, it was announced that Ericsson, the world leader in telecommunications technology and service, has reached an agreement to purchase Telcordia Technologies Inc., a global leader in the development of mobile, broadband and enterprise communications software and services, from private equity firms Providence Equity Partners, LLC and Warburg Pincus for $1.15 billion. Willkie advised Telcordia, Providence and Warburg in the cash transaction. Telcordia's approximately 2,600 employees will join Ericsson. The deal is expected to reinforce and expand Ericsson's leading position in the operations support systems/business support systems (OSS/BSS) market.

Based in Piscataway, NJ, with offices throughout North America, Europe, Asia, Central and Latin America, Telcordia enables Communications Service Providers (CSPs), enterprises, suppliers and governments to successfully deploy innovative and advanced services. Ericsson is the leader in 2G, 3G and 4G mobile technologies, and provides support for networks with over 2 billion subscribers and has the leading position in managed services.

Willkie previously advised Providence and Warburg on their 2004 acquisition of Telcordia from Science Applications International Corporation in what was then one of the largest-ever buyouts of a software company. In addition, Willkie has represented Telcordia on notes offerings and the refinancings of its credit facility.

The current deal was handled by partners Steven Gartner, David Boston, Eugene Chang, Christopher Peters and Ian Levin; special counsel Russell Smith and Kim Walker; and associates Thomas Mark, Jennifer Wade, Amanda Burke and Jordan Messinger.