TRACY WILLIAMS is a partner with Sidley in Chicago. Her practice focuses on federal, international, and state taxation of insurance companies and complex insurance-related transactions, to which she brings both technical tax experience and business and financial judgment. Among other experience, she has advised Athene on the acquisition of a US$27 billion block of annuities from Jackson National Life Insurance Company, and represented Athene in its US$11 billion merger with Apollo. She advised Brighthouse in its spinoff from MetLife, The Hartford in the sale of its life and annuity business to Talcott Resolution, AIG in the creation and sale of Fortitude Re, and Cigna in the US$6.3 billion sale of its group life and disability insurance business. She also has a long history of success representing the insurance industry in high-profile tax litigation on key issues. Ms. Williams has been recognized in The Best Lawyers in America (2012–2020) and Chambers USA (2011–2024), among others.
Ms. Williams has been involved in the following transactions, among others, including representation of:
- American National Insurance in its US$5.1 billion acquisition by Brookfield Asset Management Reinsurance Partners.
- Kemper Corporation in the US$370 million acquisition of American Access.
- Venerable in its acquisition of Corporate Solutions Life Re from Equitable Holdings, and the reinsurance of approximately US$26 billion of reserves from Equitable Financial Life Insurance Company.
- MassMutual on its acquisition of a shareholding in Rothesay Life.
- Athene Holding in the reinsurance of a US$27 billion block of annuities from Jackson National Life Insurance Company, and a US$500 million indirect equity investment in Jackson.
- Aflac in its acquisition of Zurich North America’s U.S. group benefits business.
- Cigna in the US$6.3 billion sale of its group life and disability insurance business to New York Life.
- Athene Holding in its US$1.55 billion combination common share exchange with and sale of common shares to Apollo Global Management. The transaction also involved the elimination of Athene’s multi-class share structure.
- Western & Southern Financial Group in its acquisition of Gerber Life Insurance Company from Nestlé S.A. for US$1.55 billion.
- Apollo Global Management in its US$2.6 billion acquisition of publicly traded Aspen Insurance Holdings.
- Athene Holding in its US$1.24 billion initial public offering of Class A common shares, which were listed on the New York Stock Exchange.
- Athene Holding as deal counsel in connection with its formation and US$400 million committed private equity investment. Athene, through its Bermuda insurance subsidiary and affiliated asset manager, conducts annuity reinsurance business and provides related investment management services.
- Athene Holding in connection with the acquisition of Liberty Life Insurance Company from RBC, Investors Insurance Corporation from SCOR US, Presidential Life Insurance Company from its public shareholders, and Aviva USA from Aviva PLC, as well as the sale of Aviva USA’s life business to Global Atlantic.
- American International Group, Inc. in the sale of its 21st Century Insurance Group to Farmers Insurance Group, a unit of Zurich Financial Services, a transaction with a total enterprise value of approximately US$2 billion.
- A large multinational insurance and asset management group in connection with a complex cross-border restructuring transaction.
- A major private equity investment fund in connection with its proposed purchase of unique nonlife insurance businesses.
- Various domestic and foreign insurance groups in connection with stock and/or asset acquisitions of group and individual life, accident and health, annuity, and reinsurance businesses in the U.S. and Canada.
- Domestic and foreign insurance groups in connection with the structuring, formation and domicile of domestic and foreign life, annuity, property, and mortgage insurers.
- Insurance companies and investment banks in connection with the structuring of life insurance reserve funding transactions, including funded and unfunded XXX and AXXX securitizations.
- Insurance companies and investment banks in connection with the creation of alternative risk transfer solutions (including catastrophe bonds), the issuance of equity, surplus notes and other debt, and the development of novel and unusual insurance-related transactions.
Throughout her career, Ms. Williams has also represented insurance companies in tax litigation matters involving issues of importance to the industry, including:
- Validus Reinsurance, Ltd. v. United States, 2014 WL 462886 (D.D.C. 2014)(Case No. 1:13-cv-109-ABJ), in which the D.C. District Court ruled that the U.S. federal excise tax imposed under Section 4371 of the Code does not apply to retrocession contracts between foreign reinsurers.
- United States Liability Insurance Company v. Department of Insurance, 2014 IL App (4th) 121125-U; 2014 Ill. App. Unpub. LEXIS 383, in which the 4th District Appellate Court invalidated a regulation of the Illinois Department of Insurance because it conflicted with the Illinois retaliatory tax statute.
- State Farm Mutual Auto Insurance Co. v. Commissioner, (Dkt. No. 11-3478)(counsel to amici curiae), in which the Seventh Circuit relied upon the amicus brief in reversing the U.S. Tax Court’s decision that compensatory extracontractual obligations are not “losses incurred” for federal income tax purposes.
- American Home Assurance Co. et al. v. Michigan Dep’t of Treasury (Dkt. Nos. 10-77-MT, 10-78-MT, 10-78-MT, 10-80-MT), in which the plaintiff challenged the imposition of Michigan retaliatory tax.
- Zurich American Insurance Company et al. v. State of Tennessee (Tennessee Claims Commission) and American Home Assurance Company et al. v. State of Tennessee (Tennessee Claims Commission), in which the plaintiff insurers challenged the imposition of Tennessee retaliatory tax.
- Utah Medical Ins. Assn. v. Commissioner, T.C. Memo 1998-458, in which the U.S. Tax Court upheld a medical malpractice insurer’s estimate of its unpaid losses as “reasonable.”
- Sun Life Assurance Co. of Canada v. Manna (Dkt. No. 04 CH 10905), in which the plaintiff alien insurer challenged the imposition of Illinois retaliatory tax on alien insurers violates the Foreign Commerce Clause of the U.S. Constitution.
- Blue Cross and Blue Shield of Texas, Inc. v. Commissioner, 115 T.C. 148 (2000), involving the entitlement of an insurer to the “special deduction” for estimated salvage and subrogation recoverable.
- Allstate Insurance Company, et al. v. State of Florida (Dkt. No. 04-492), in which the plaintiff insurers challenged the imposition of Florida retaliatory tax.
- Milwaukee Safeguard Ins. Co. v. Selcke (Dkt No. 93 L 50663), in which the Circuit Court of Cook County ruled the state of Illinois’ attempt to impose retaliatory tax to replace the unconstitutional premium tax violated the Equal Protection Clause of the U.S. Constitution. (Joint multiparty representation.)
- Sentry Insurance, A Mutual Company, et al. v. Zehnder, et al. (Dkt. No. 98 L 50264), in which the Circuit Court of Cook County ruled that the Illinois Income Tax Act required insurance companies to add back only 85%, not 100%, of interest earned on federally tax-exempt bonds. (Joint multiparty representation.)
- Milwaukee Safeguard Insurance Co., et al. v. Selcke, 179 Ill. 94 (Ill. S. Ct. 1997), in which the Illinois Supreme Court held that Illinois’ domestic preference premium tax violated the Uniformity Clause of the Illinois Constitution. (Joint multiparty representation.)
- Allstate Insurance Company, Lumbermens Mutual Casualty Company et al. v. State of Wisconsin (Case No. 06CV1473)(Dane County Circuit Court, 2007), in which the plaintiff insurers challenged the imposition of Wisconsin premium tax. (Joint multiparty representation.)
- In the Matter of the Appeal of Wendy’s International, Inc., Docket No. 2006-3929-DT (Kansas Board of Tax Appeals, 2006), in which the plaintiff challenged the imposition of Kansas income tax on a captive insurer.
- Nationwide General Insurance Company et al. v. Shapo et al., 263 Ill. Dec. 210, 767 N.E.2d 936 (4th Dist. 2002), in which the plaintiff insurers sought refunds of Illinois privilege tax that had been unconstitutionally collected. (Joint multiparty representation.)
- Guardian Life Ins. Co. v. Ill. Dept. of Revenue (Ill. App. Court, 1st Dist. No. 1-01-4220) (2002), in which the plaintiff insurers challenged the imposition of Illinois income tax on life insurers’ income from municipal bond interest. (Joint multiparty representation.)
- In the Matter of the Petitions of American Motorists Insurance Company et al. (DTA Nos. 822276, 822277 and 822305) (New York State Division of Tax Appeals), in which the plaintiff insurers challenged the imposition of New York franchise tax.
- Allstate Insurance Company v. Illinois Department of Revenue (Dkt. Nos. 07 L 50330 and 09 L 50643), in which the plaintiff insurer challenged the imposition of Illinois income tax.