The latest move in CitiGroup’s series of divestments involves selling part of its Duluth, Ga.-based Primerica Inc. life insurance business to private equity firm Warburg Pincus & Co., with a little help from its lawyers at Rogers & Hardin.

Partners Steven E. Fox and Alan C. Leet represent CitiGroup and its affiliates, along with attorneys from Skadden, Arps, Slate, Meagher & Flom. Lawyers from Wachtell, Lipton, Rosen & Katz represent Warburg Pincus, and the underwriters are represented by a team from Cleary Gottlieb Steen & Hamilton.

Fox declined to comment because the companies are still in the midst of the registration process.

According to an amended registration statement filed March 2, as part of a reorganization, Primerica will issue shares of common stock and warrants to purchase more to a CitiGroup subsidiary, along with a $300 million note at an annual 5.5 percent interest rate due in 2015.

Warburg will receive an unspecified number of shares and warrants in a concurrent private sale at a 5 percent discount off current book value. The aggregate purchase price of the common stock and warrants can be as high as $230 million, with an option—available for seven years—to purchase additional shares at list price for up to $100 million, according to the SEC filing.

The deal will give Warburg board seats and a significant—though unspecified—share of the company, with no more than 35 percent of the voting power after the initial public offering. CitiGroup will retain the proceeds of the IPO and sale to Warburg.

Prior to the offering’s completion, the amended registration statement says, Primerica also will ink three reinsurance transactions with CitiGroup, ceding to the larger company the bulk of its life insurance policies in force at the end of 2009, along with about $4 billion in assets to support the liabilities that the CitiGroup reinsurers are assuming.

One motivator for the deal, according to the amended registration statement, is to reduce CitiGroup’s insurance exposure. CitiGroup already has segregated or sold off other non-core businesses such as its Smith Barney retail brokerage in an attempt to rebuild its finances in the wake of the economic downturn and a $45 billion loan from the U.S. government.