A&O Shearman and Slaughter and May are guiding the £2.4bn acquisition of FTSE 250 life insurer Just Group by Brookfield Wealth Solutions, the Canadian investment giant’s insurance arm.
Slaughter and May is acting for Just Group on the acquisition and A&O Shearman is repping Brookfield Wealth Solutions, which said on Thursday it will merge Just Group with Blumont, the subsidiary it launched earlier this year to enter the UK’s hot pension risk transfer market.
A&O Shearman’s team is led by London-based M&A partners Seth Jones and Matt Hamilton-Foyn and insurance partners Philip Jarvis and Kate McInerney. European co-head of private equity Neil Sinha is advising on the financing of the transaction, with partners Paul McCarthy (share awards), Lydia Challen (tax) and Dominic Long (competition) also working on the deal.
Brookfield was a client of both legacy firms that created A&O Shearman in 2024, turning to Shearman & Sterling for advice on the financing of a portfolio of solar projects in the US and Allen & Overy for its $5bn acquisition of European modular workspace rental business Modulaire in 2021. Since the merger A&O Shearman has advised the group on matters including a strategic partnership with Barclays and Modulaire’s €1.9bn refinancing, led by Sinha and head of high yield John Kicken.
Meanwhile the Slaughter and May team acting for Just Group is led by corporate partners Richard Smith and Natalie Cook. Insurance and financial regulation partners Nick Bonsall and Nick Pacheco are also working on the deal, alongside partners Philippa O’Malley (incentives and employment), Alex Bulfin (competition), Caroline Phillips (finance) and Charles Osborne (tax). Last year Phillips and Osborne also led a Slaughters team that advised Just on its £400m Tier 2 debt issuance and related tender offer.
Brookfield’s offer of 220p per share represents a 75% premium to Just’s closing share price prior to the deal’s announcement, valuing the company’s equity at £2.4bn. Just’s board has recommended that shareholders accept the offer, with the transaction expected to complete in H1 2026.
The acquisition is the latest in a string of deals by North American private capital groups to access the UK’s pension risk transfer market. Earlier this month Athora, an insurer backed by Apollo, called in Sidley Austin and an A&O Shearman team also co-led by Jones, Jarvis and McInerney for its landmark £5.7bn takeover of pension risk transfer specialist PIC. PIC turned to HSF Kramer for counsel, while Slaughters is acting for a consortium of PIC shareholders.
Also this month Legal & General announced a new partnership with US private capital giant Blackstone worth up to $20bn, which will help supply assets for L&G’s annuities business. Clifford Chance is advising L&G on the partnership.
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