Global law firms Debevoise & Plimpton, Kirkland & Ellis and Herbert Smith Freehills are acting for Bermuda-based insurer Resolution Life on its $8.2 billion sale to Japan’s Nippon Life Insurance, the largest overseas acquisition by a Japanese insurer to date.
Nippon Life, Japan's largest insurer by asset size, has enlisted a team of legal advisors for this all-cash acquisition, including Japanese Big Four firm Nishimura & Asahi, Mayer Brown, DLA Piper, Ashurst, New Zealand's Bell Gully, and Bermuda firm ASW Law.
This deal, which values Resolution Life at $10.6 billion, is expected to close in the second half of 2025, subject to regulatory approval. It represents Nippon Life's second major transaction this year, highlighting Japanese insurers' growing ambition to expand internationally, particularly in the United States, amid limited domestic growth prospects.
Since 2019, Nippon Life has been gradually increasing its stake in Resolution Life, becoming its largest investor with a 23 percent stake before making the acquisition. The insurer was previously owned by various investors, including asset manager Blackstone, which is expected to remain Resolution's investment manager for key areas such as private credit and real estate post-acquisition.
As part of the deal, Nippon Life will also acquire the remaining 20 percent stake in MLC Life Insurance from National Australia Bank for around $320 million. This unit will then merge with Resolution Life's Australian business to create a new primary life insurer called Acenda.
The Debevoise team acting for Resolution is led by insurance M&A partner David Grosgold and includes corporate partners Nicholas Potter and Kristen Matthews, tax partner Daniel Priest, finance partner Almas Daud, employee benefits and executive compensation partner Jonathan Lewis, antitrust partner Timothy McIver and national security partner Rick Sofield.
The Kirkland team acting for Resolution includes London-based investment funds partners Alex Brodkin, Richard Watkins, Aleks Bakic and Anna Alexandrou.
Herbert Smith Freehills is advising Resolution on the Australian aspects of the deal, led by partner Matt FitzGerald on corporate M&A aspects with support from antitrust partner Patrick Gay and insurance regulatory partner Michael Vrisakis.
Meanwhile, acting for Nippon Life is a Nishimura team led by corporate M&A partners Tatsuya Tanigawa and Tatsuya Nakayama. The team included investment funds partner Kei Ito, corporate partners Takuya Oshida and Satoru Yoshikawa in Tokyo, and Masato Yamanaka in Singapore. Disputes partner Chie Nakahara, antitrust partner Kazumaro Kobayashi, finance regulations partner Akihiro Shiba, insurance partner Seitaro Lio and New York-based M&A partners Kaoru Tatsumi and Yusuke Uran have also assisted.
Mayer Brown’s deal team was led by the firm’s global co-leader of insurance, David Alberts, and corporate partners Joe Castelluccio and Camila Panama.
The Ashurst team was led by Melbourne-based corporate partners Natsuko Ogawa and Con Tzerefos.
Bermuda-based ASW Law’s team is headed by corporate partner Neil Horan, with support from partners Hanno Tolhurst and Kim Willey.
The transaction also came on the heels of another significant move by Nippon Life. On Tuesday, the company finalised its purchase of a 21.6 percent stake in U.S. insurer Corebridge Financial from industry giant American International Group (AIG) for $3.8 billion.
