A raft of nine law firms have been called in to guide Nippon Life Insurance’s acquisition of Resolution Life Group Holdings for about $8.2bn, the largest takeover by a Japanese insurer. 

Debevoise & Plimpton, Herbert Smith Freehills and Kirkland & Ellis are acting for Bermuda-based Resolution on the deal, which comes as Nippon Life moves to grow its overseas operations as its domestic growth prospects dwindle in the face of Japan's declining population. 

Meantime Nishimura & Asahi, Mayer Brown, Bermuda firm ASW Law Limited, Ashurst, New Zealand’s Bell Gully and DLA Piper are advising Nippon Life on the all-cash acquisition. 

The deal values Resolution, which acquires and manages portfolios of life insurance policies, at $10.6bn. Nippon Life made an initial investment in the company in 2019 and since then has remained its largest investor, helping it grow into a business with more than $85bn of reserves and over four million policies. 

For its part, Resolution said the deal would accelerate growth for both companies in the highly active, multi-trillion-dollar global life and annuity consolidation sector. 

It will see Resolution become a wholly owned subsidiary of Nippon Life, with the latter to take ownership of Resolution’s institutional business in the US, the UK, Bermuda and Singapore. 

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.

Meantime, 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.

Nippon Life’s overseas businesses accounted for 4% of its core operating profit in the last fiscal year, NHK World reported, with the firm expecting that to rise to 20% after its purchase of Resolution. The company said the Resolution acquisition would create a new division that complements its Japanese life business as well as its international asset management and retail businesses. 

As part of the deal Nippon Life will also acquire a 20% stake in its Australian unit MLC from National Australia Bank for about $320m to make it a wholly owned subsidiary, which it plans to merge with Resolution’s Australasian arm to form a new joint venture, called Acenda. 

The Mayer Brown team advising Nippon Life on the deal is led by partner and co-leader of the firm’s global insurance industry group, David Alberts, and corporate partners Joe Castelluccio and Camila Panama.

The ASW Law team is led by the firm’s head of corporate, Neil Horner, and includes partners Hanno Tolhurst and Kim Willey and counsel Chris Southorn as core members. 

Meantime the lead partners of Ashurst’s team are Melbourne-based duo Natsuko Ogawa and Con Tzerefos, who practise across M&A and corporate transactions respectively. 

The deal is expected to be completed in the second half of 2025 following regulatory approvals. 

Following the acquisition Resolution will continue to be led by founder Clive Cowdery as chairman and CEO, the company said in a statement. Blackstone, which has acted as the insurer’s investment manager in areas including the private credit, real estate and asset-backed finance markets, will also continue to advise the company once the deal has completed. 

Goldman Sachs is acting as financial advisor to Resolution on the matter, while JP Morgan and Mitsubishi UFJ Morgan Stanley Securities are acting as financial advsiors to Nippon Life. 

The deal follows Nippon Life completing the acquisition of a 21% stake in Houston-based Corebridge Financial for $3.8bn from American International Group (AIG) this week. Nippon Life turned to Latham & Watkins for counsel on the deal, while Corebridge was guided by Debevoise and AIG by Wall Street firm Wachtell Lipton Rosen & Katz.