Sarah Winston
Sarah Winston

In what Baker & McKenzie describes as the largest acquisition of a foreign company by a Japanese insurer, partners Maura Ann McBreen and Sarah Winston were part of the firm’s team that advised Dai-ichi Life Insurance Co. on its $5.7 billion purchase of Protective Life Corp.

Under the terms of the deal, Dai-ichi Life will acquire all outstanding shares of Protective Life for $70 per share in cash. Founded in 1902, Dai-ichi Life is headquartered in Tokyo. Protective Life is headquartered in Birmingham, Ala. According to Protective Life, the deal will create the 13th largest global insurer, with total assets of $424 billion.

Through the acquisition, Protective Life will become Dai-ichi Life’s platform for growth in the United States, where Dai-ichi Life does not currently have a material operational presence. No significant changes to Protective Life’s current strategy, day-to-day operations, distribution channels or employee base are anticipated as a result of the transaction, and Protective Life’s current management team will continue to lead the business from its current headquarters, according to the company.

Baker & McKenzie’s team was led by partners Jiro Toyokawa in Tokyo and Craig Roeder in Chicago.

McBreen is a partner in the firm’s Chicago office and has more than 30 years’ experience in executive compensation and employee benefits. She is a member of the Chicago Office Client Relations Committee and a former member of the firm’s Governing Policy Committee. McBreen focuses on executive compensation and employee benefits, particularly with regard to single employer, multi-employer and multinational benefits.

Also based in Chicago, Winston is a partner in the Global Real Estate Practice Group. She advises developers, institutional lenders and equity investors on buying and selling a wide range of commercial real estate, particularly hotels and resorts. Winston advises hotel owners, managers and lenders on acquisitions, joint ventures, dispositions, management agreements, financing and ground lease transactions. She also represents clients in the purchase, sale, exchange, leasing and financing of resorts, golf courses, office space, industrial buildings, shopping centers, franchise properties and vacant land.