Geoffrey Etherington

Jeff Etherington joined the Firm after finishing law school and has experience across a broad range of industries and transactions. In recent years, he has focused on merger and acquisition transactions involving the insurance and financial services industries, including insurance carriers and producers, service contract providers and payments and remittance companies, debt and private equity investments in financial services companies, captive insurance and alternative risk transfer (ART). In his engagements, Jeff coordinates complicated and time-sensitive multiparty transactions requiring coordination of multidisciplinary teams of attorneys.

Jeff brings a unique perspective to counseling his clients informed by his representation of lenders, private equity investors and hedge funds during his tenure with the Firm. In addition, he was the chief executive officer of several manufacturing concerns in Connecticut for several years. He understands what it means to develop budgets, deal with lawyers, accountants and other service providers and to manage cash flow.

Jeff’s representative experience includes:

• Represented PermaPlate Film in the sale of its automotive protective film business to Xpel, Inc. (2021)
• Represented Industrial Alliance Insurance and Financial Services in its acquisition by merger of IAS and its vehicle service contract and aftermarket products business from Genstar and other stockholders (2020)
• Represented 1251 Capital in its acquisition of Pioneer Pacific Insurance Company from its stockholders (2020)
• Represented Palladium Equity Partners in its sale of DolEx Dollar Express and its money remittance business to a group of investors (2019)
• Represented Palladium Equity Partners in the sale of Pronto Insurance to Arthur J. Gallagher (2018)
• Represented Industrial Alliance Financial Services Inc. in its acquisition of Dealers Assurance Company and its vehicle service contract business (2018)
• Represented Pronto Insurance in its acquisition of four non-standard personal lines automobile insurance general agents (2017-2018)
• Represented AmTrust Financial Services in acquisitions of producers, insurers, renewal rights transactions and reinsurance matters, including acquisitions of AmeriHealth Casualty from Independence Health Group (2017), Republic Companies from Delek Group (2016), First Nationwide Title Agency from its stockholders (2016) and renewal rights from Tower Insurance (2014)
• Represented Armour Group Holdings Limited in acquisitions of run-off books of business from Groupama S.A. (2016) and OneBeacon (2014)
• Led a team from the Firm's securities, insurance, tax and corporate practices, as issuer’s counsel, in a cat bond issued by Bermuda-based Fortius Re that was sponsored by AmTrust
• Represented National General Holdings in insurance industry acquisitions, including acquisition of Century National Insurance Company (2016)
• Advised Transatlantic Re in its investments in ILS fund manager, Pillar Capital (2012 and 2014)
• Structured a multijurisdictional transformer utilizing off-shore captives and special purpose vehicles to transfer longevity and mortality risks relating to a portfolio of life insurance policies through swaps, insurance policies and reinsurance agreements
• Represents an auto industry company in its dealer captive insurance program and insurers in agency captive programs and advises insureds about participation in captive programs, both offshore and onshore
• Led a team from our insurance and reinsurance and securities practices in the acquisition by Maiden Holdings, Ltd., of the GMAC Re business from GMAC in October 2008 and Maiden's subsequent $260 million trust preferred offering in January 2009‎
• Managed a team of attorneys from the Firm's mergers and acquisitions, securities and finance practices in connection with the merger of Model Reorg Inc. into Perfumania Holdings, a public company, and Perfumania’s subsequent acquisition of Parlux Fragrances, a public company, in 2012. He also represents Perfumania, its syndicated and subordinated debt facilities
• Represented a subsidiary of Industrial Alliance Financial Services Inc. in its 2010 acquisition of American-Amicable Life Insurance Company of Texas and certain of its affiliates and a subsequent assumption reinsurance transaction with affiliates of Guggenheim Capital (2011)
• Led a team from the Firm’s securities, litigation, tax and corporate practices in the all-cash purchase of Tii Technologies, Inc., a public company, by Kelta Inc. (2012)
• Managed a multidisciplinary team of attorneys in connection with the investment by a U.S.-based hedge fund in a Bermuda-based insurance holding company
• Led a team of bankruptcy and tax attorneys in a cross-border insurance premium finance receivables securitization
• Represents lenders and borrowers in syndicated facilities, including letter of credit and other collateral facilities for insurers and reinsurers
• Developed new insurance products, including bespoke insurance policies to insure residual values of leased automobiles and aircraft and oil and gas reserves and to protect investors in residential mortgages and condominium associations against uncollected fees and assessments
• Advised banks and bank holding companies in M&A matters. Most recently, he represented Santander Bank, N.A., in its sale of Nantucket Bank to Blue Hills Bank (2014)