Insurance

Our insurance group is market-leading. We advise a large number of the major players in the UK insurance sector and have handled many of the major insurance sector transactions in recent years. The breadth of our practice encompasses the full range of work from multi-national to domestic, covering diverse aspects including mergers and acquisitions, financings, restructuring, risk transfer, investigations and regulatory advice.

We work closely with our asset management, pensions, disputes and tax colleagues to provide an integrated service across the entire waterfront of the sector.

We are ranked top law firm in the field of insurance (jointly) in London and the UK by both Chambers and the Legal 500.

We offer a truly comprehensive service to our insurance sector clients and advise on all types of transactions in the sector. 

Public and private M&A

We advise on a wide range of insurance M&A. Recent experience includes advising:

  • RSA on its £7.2 billion recommended cash offer made by a subsidiary of Intact Financial Corporation, acting in consortium with Tryg A/S.
  • Aviva on the strategic divestment of a number of its businesses including the sale of Aviva Poland, Aviva France and Aviva Vietnam, a majority shareholding in Aviva Singapore, its shareholding in its Indonesian joint venture PT Astra Aviva Life and its stake in its Hong Kong joint venture, Blue.
  • Allianz on its strategic partnership with Jubilee Insurance for the sale of general insurance business in East Africa.
  • Allianz on its acquisition of Legal & General Insurance, the general insurance business of Legal & General Group.
  • Marsh & McLennan on the £4.3 billion recommended cash acquisition of Jardine Lloyd Thompson.
  • esure in connection with the approximately £1.2 billion takeover by Bain Capital.
  • Standard Life Aberdeen on the sale of its capital-intensive insurance business to Phoenix for a total consideration of £3.2 billion.
Reinsurance and other risk transfer arrangements

Our experience in this area includes advising on collateralised reinsurance structures, transformer deals and alternative risk transfer, including the use of longevity swaps. Recent experience includes advising:

  • Prudential on the reinsurance to Athene Life of a $27.6 billion in-force portfolio of US fixed and fixed indexed annuity liabilities, entered into alongside an equity investment by Athene Holding into Prudential’s US business.
  • Zurich Insurance on the transfer of its pre-2007 UK legacy employers’ liability portfolio to Catalina by way of a reinsurance followed by an insurance business transfer.
  • Legal & General on the bespoke risk transfer arrangements forming the initial part of the sale of its Mature Savings business to ReAssure.
  • RSA on its disposal of £834 million of UK legacy liabilities to Enstar, which took the form of a Solvency II compliant collateralised reinsurance arrangement followed by a Part VII transfer.
  • Delta Lloyd Levensverzekering on a transaction with Reinsurance Group of America to mitigate longevity risk related to its Dutch life insurance portfolio by way of a six year longevity swap.
  • AEGON on its €12 billion longevity swap with Deutsche Bank.
Pension risk transfer solutions

Our pensions risk transfer work combines the expertise of our insurance, financing and pensions practices. We have advised pension schemes, insurers, reinsurers and other financial institutions in this area. Our recent experience includes advising:

  • Legal & General on the agreement of a c.£420m full scheme buy-in with the Commonwealth Bank of Australia (UK) Staff Benefits Scheme.
  • 3i Group on the buy-in of the 3i Group Pension Plan with Legal & General.
  • Walmart in relation to the buy-in and subsequent buy-out of the Asda Group Pension Scheme with Rothesay Life.
  • Legal & General Assurance Society on multiple derisking transactions, including circa £1.1 billion of buy-ins with the Pearson Pension Plan.
  • Royal Philips on the de-risking of the Philips UK Pension Fund by way of a circa £2.4 billion transaction with Pension Insurance Corporation PLC.
  • Aviva on the de-risking of the Aviva Staff Pension Scheme by way of a circa £5 billion longevity swap transaction involving insurance and reinsurance arrangements. The transaction has an innovative structure whereby an entity within the Aviva group acts as insurance intermediary by passing on the transfer of risk from the scheme to three reinsurers.
Lloyd's of London

We have a very active practice advising on transactions in the Lloyd’s sector, focusing in particular on equity investment, acquisitions and disposals and reinsurance arrangements. We advised:

  • MCI Holdco (UK) Limited on the launch of a new “syndicate-in-a-box”, Syndicate 1902.
  • RiverStone Management on its reinsurance-to-close transaction (“RITC”) with ArgoGlobal, the Lloyd’s insurer and member of the Argo Group.
  • on the establishment of the Unmanned Managing Agency (UMA) MGA platform.
  • White Mountains on its investment of fresh capital and acquisition of a majority interest in Ark Insurance Holdings, the ultimate parent company of Ark Syndicate Management. Ark manages the underwriting of syndicates 4020 and 3092 at Lloyd’s.
  • RiverStone on its acquisition of the Neon Group (including Lloyd’s of London insurer, Neon) from American Financial Group and the associated disposal of Neon Sapphire to Spring Partners.
  • Blackstone’s Tactical Opportunities business on its investment in Ki, the first fully digital and algorithmically-driven Lloyd’s syndicate.
  • MCI on the acquisition of Medical & Commercial International from the club-style MGA formation platform Castel Underwriting Agencies.
Insurance business transfer schemes

Insurance business transfer schemes are a key technique for internal restructurings, demutualisations and risk transfers as well as on the sale of a business or a portfolio of business. We regularly advise on transfer schemes in all of these contexts. Our recent experience includes advising:

  • Legal & General on the successful transfer of its mature savings business to ReAssure.
  • Canada Life on the transfer of insurance business from MGM Advantage Life Limited to Canada Life Limited.
  • Ageas and RiverStone on the transfer of general insurance and reinsurance policies from Ageas to RiverStone.
  • Zurich Insurance on the transfer of its pre-2007 UK legacy employers’ liability portfolio to Catalina.
  • a number of UK insurers, including Prudential, Aviva and Standard Life, on transfers of business to non-UK entities as part of their Brexit structuring plans.
  • ITAS Mutua on the transfer to it under Part VII of FSMA of the business of the Italian branches of RSA.
Balance sheet optimisation

Recent work advising insurers on balance sheet optimisation includes advice on matching adjustment structures, the application of the prudent person principle, investment in the real estate sector and the financing of infrastructure projects. 

The majority of our work in this area is confidential but our disclosable work includes significant real estate investments and matching adjustment structuring for Legal & General.

Debt capital markets

We have a strong financing practice which involves many of the key players in the insurance sector on their debt capital markets programmes. Our recent work includes advising:

  • Just Group on its green issuance of Tier 2 capital, comprising £250 million notes due 2031.
  • Legal & General on its issue of £500 million Fixed Rate Reset Perpetual Tier 1 Contingent Convertible Notes.
  • Pension Insurance Corporation on its issuance of £450 million 7.375% Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes.
  • Prudential on its issuance of £300 million 3.875% Resettable Dated Tier 2 Notes due 20 July 2049.
  • Direct Line on its issue of £350 million Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes.
  • RSA Insurance Group on its issue of Floating Rate Perpetual Restricted Tier 1 Contingent Convertible Notes - the first public Solvency II compliant Restricted Tier 1 issuance by a UK insurer.
Equity capital markets

As a market leader in the field of equity capital markets, we are ideally placed to help our insurance sector clients on a range of capital issuances.  Our recent experience includes advising:

  • Prudential on the demerger of its UK & Europe business (M&G Prudential) from Prudential plc, resulting in two separately-listed companies.
  • esure and Gocompare.com Group plc on the demerger of Gocompare.com and listing on the main market of the London Stock Exchange.
  • China Re on the US$2 billion (approx.) global offering and the listing on the Main Board of the Hong Kong Stock Exchange of its H shares, one of the largest IPOs in Hong Kong in 2015.
  • Standard Life on its return of around £1.75 billion to shareholders by way of a B/C share scheme.
  • Brit on its initial public offering of its ordinary shares.
  • RSA on its fully underwritten rights issue to raise approximately £773 million.
  • esure on its initial public offering of its ordinary shares.
  • Direct Line on its initial public offering and separation from RBS Group.
Distribution

We advise on a range of different distribution arrangements in the insurance sector.  Our recent work includes advising:

  • Prudential in connection with the entry into of an exclusive bancassurance partnership over a 20-year term between Prudential Vietnam Assurance Private Limited and Southeast Asia Commercial Joint Stock Bank.
  • FWD Group on a bancassurance arrangement with Siam Commercial Bank (SCB) for the distribution of FWD’s life insurance products to SCB’s customers in Thailand.
  • a leading personal lines carrier on the review of over one hundred of its TOBAs and other distribution agreements and related arrangements.
  • Standard Life Aberdeen in relation to its long term strategic arrangements with Phoenix Group for distribution and client proposition development across multiple business segments.
Investigations and enquiries

Sector enquiries have become increasingly common in recent years. Our competition, regulatory and insurance sector specialists are able to provide expert advice to clients on UK and European competition enquiries and PRA and FCA investigations. Our work in this area includes advising:

  • a number of insurers in connection with potential business interruption claims arising as a result of the COVID-19 pandemic, including advice in connection with the land-mark financial markets test case brought by the FCA on behalf of thousands of business interruption insurance policyholders.
  • an insurance client on the implication of the FCA’s proposed past business review and redress programme in respect of its thematic review of the sale of enhanced annuities.
  • esure in relation to the OFT call for evidence on the UK private motor insurance sector.
  • the ABI and a number of client insurers on the potential impact of the ECJ’s ruling in the Test Achats case.
  • a major broking client in relation to the European Commission competition sector inquiry into business insurance.
  • a major broking client on an investigation by the European Commission into the response of the aviation industry following 9/11.
Restructurings and demutualisations

We have an unparalleled track record of advising on major insurance company demutualisations. We also have experience of advising on smaller transactions utilising demutualisations and on the restructuring of life funds. Our experience includes advising:

  • Prudential on the demerger of its UK and Europe business (M&G Prudential) from Prudential plc, resulting in two separately-listed companies.
  • each of the Department of Health and Social Care and the Welsh Government on (i) the creation of State-backed indemnity schemes covering future medical negligence liabilities incurred by NHS general practitioners in England and Wales; and (ii) commercial discussions with the three principal UK medical defence organisations and preparing transaction documentation for the assumption from them of existing liabilities.
  • a number of insurance groups on Brexit-related restructuring plans.
  • on the demutualisation and flotations of Standard Life, Old Mutual, Norwich Union, Colonial Mutual and Irish Life.
  • Standard Life on the extensive restructuring work required in connection with its demutualisation and flotation.
Regulatory advice

An important part of our practice is the knowledge and experience that practitioners within our insurance group have of the statutory and regulatory environment in which our clients operate. A number of our practitioners have spent time on secondment to regulatory and governmental bodies. We advise our clients on the full range of regulatory issues including:

  • the implications of Brexit and associated restructuring plans.
  • Solvency II including UK implementation and PRA guidance.
  • other existing and forthcoming European legislation.
  • group capital requirements.
  • management of with-profits funds.
  • the classification of insurance and reinsurance.

Key experience

abrdn/ Phoenix Group strategic partnership

We are advising abrdn (formerly Standard Life Aberdeen) in relation to the simplification and extension of its strategic partnership with the Phoenix Group. This follows on from our earlier work advising Standard Life Aberdeen on the sale of its capital-intensive insurance business to Phoenix.  The new arrangements include:

  • the acquisition by abrdn of the Wrap SIPP, Wrap Onshore Bond and TIP businesses from Phoenix Group
  • an extension of the strategic asset management partnership until at least 2031
  • the acquisition by Phoenix Group of the “Standard Life” brand.
Markerstudy – investment led by Pollen Street Capital

We advised Markerstudy on its agreement for a £200 million investment led by Pollen Street Capital. The transaction will see Pollen Street partner with and make a substantial investment alongside the existing founder team. Qatar Insurance Company will also participate in the transaction, underlining its commitment as a strategic partner to Markerstudy.

Markerstudy is the fifth largest motor insurance provider in the UK, one of the largest privately owned insurance groups, and the largest Managing General Agent in the UK.

Legal & General full scheme buy-in - Commonwealth Bank of Australia Pension Scheme

We advised Legal & General on the agreement of a c.£420m full scheme buy-in with the Commonwealth Bank of Australia (UK) Staff Benefits Scheme.

The transaction covers all of the Scheme’s defined benefit members. It represents a significant step on its planned de-risking journey. The Scheme has been a client of Legal & General Investment Management (LGIM) for the last 12 years, enabling them to efficiently lock pricing to their LGIM assets ahead of transacting.

Just Group – issuance of Tier 2 green bonds

We advised Just Group on its green issuance of £250,000,000 fixed rate reset subordinated Tier 2 notes.  This was the first issue of a green bond by a UK insurer and the net proceeds of the issue will be allocated to the financing or refinancing of eligible green assets.

RiverStone – Reinsurance-to close with ArgoGlobal

We advised RiverStone Management Limited on its reinsurance-to-close transaction (“RITC”) with ArgoGlobal, the Lloyd’s insurer and member of the Argo Group. Effective as of 1 January 2021, RiverStone has undertaken the RITC of ArgoGlobal’s Syndicate 1200 for 2017 and prior years with net technical provisions of £356 million.

UK Government insurance schemes

We have advised the UK and Welsh governments on a number of insurance-related schemes, including on schemes put in place to address the impact of the COVID-19 pandemic.  This work has brought together our insurance expertise and our long track record of advising Government departments, in particular dating back to the 2008 financial crisis.  Our work in this area has included advising:

  • the Department of Health and Social Care and the Welsh Government on the insurance, regulatory, commercial and State aid aspects of the introduction of the new State backed indemnity schemes for NHS general practice
  • the Department for Business, Energy & Industrial Strategy on the £10 billion Trade Credit Reinsurance Scheme put in place by U.K. Government in response to the coronavirus pandemic
  • the Department of Digital, Culture, Media and Sport on the commercial, State aid and regulatory aspects of setting up the £500 million Film and TV Production Restart Scheme put in place by the UK Government in response to the coronavirus pandemic.

key Contacts