Etherington, Geoffrey

Geoffrey Etherington


Partner

  • New York
  • geoffrey.etherington@lockelord.com
 

Overview

Jeff Etherington joined the Firm in 1982 and has merger and acquisition experience across a broad range of industries. In recent years, he has focused on transactions involving insurance companies, hedge funds, life settlements, captive insurance programs, banks and securities firms, including debt and private equity investments in financial services providers, insurance companies, insurance linked securities and alternative risk transfer (ART). Since one of Jeff's strengths is his ability to manage complicated multi-party transactions, he often assists clients outside of the financial services industry to complete difficult and time-sensitive deals.

From 1988 to 1992, Jeff was chief executive officer of several manufacturing concerns in Connecticut and dealt on a daily basis with issues that all business people face. Jeff brings a unique perspective to counseling his clients informed by this management experience. He understands what it means to develop budgets, deal with service providers, like lawyers and accountants, and manage cash flow.

Representative Experience

  • Represented Palladium Equity Partners in the sale of Pronto Insurance to Arthur J. Gallagher in 2018.
  • Represented Industrial Alliance Financial Services Inc. in its acquisition of Dealers Assurance Company and its vehicle service contract business in 2018.
  • Represented Pronto Insurance in its acquisition of four non-standard personal lines automobile insurance general agents in 2017 and 2018.
  • Represented since 2007 and continues to represent AmTrust Financial Services in acquisitions of producers, captives and insurers, marketing and investment joint ventures, renewal rights transactions and reinsurance matters,  including recent acquisitions of AmeriHealth Casualty from Independence Health Group (2017), Republic Companies from Delek Group (2016), First Nationwide Title Agency (2016) and renewal rights from Tower Insurance (2014).
  • Represented Armour Group Holdings Limited in acquisitions of run-off books of business from One Beacon (2014) and Groupama S.A. (2016)
  • 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 and continues to represent National General Holdings in acquisitions of renewal rights, insurers and producers and related reinsurance transactions, including recent acquisition of Century National Insurance Company (2016).
  • Advised Transatlantic Re in its investments in ILS fund manager, Pillar Capital, in 2012 and 2014.
  • Represented Dolex Dollar Express since 2010 in connection with corporate, regulatory, financing, real estate, employment, governance and M&A matters.
  • Structured a multi-jurisdictional 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, 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 in 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. in 2012.
  • Managed a multi-disciplinary 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 reinsurers.
  • Represented hedge funds and other investors as to life settlements and lenders to a shore special purpose vehicles formed to acquire life settlements.
  • 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.
  • Guided the unsolicited tender offer by Kingsway Financial Services for American Country Holdings.
  • Advised banks and bank holding companies in M&A matters for over 20 years. Most recently he represented Santander Bank, N.A. in its sale of Nantucket Bank to Blue Hills Bank in 2014.

Professional Affiliations and Recognitions

  • Member, Connecticut Bar Association
  • Member, Massachusetts Bar Association

Community Leadership

  • Board Member and Vice President, The Lake Oscawana Civic Association