Insurance

Our insurance group is market-leading. We advise nearly all of the major players in the 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:

  • Aviva on the sale of its stake in its Hong Kong joint venture, Blue, to its joint venture partner Hillhouse Capital.
  • Athora on the proposed acquisition of VIVAT N.V’s life and asset management business from Anbang.
  • 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.
  • Legal & General on the sale of its Mature Savings business to ReAssure for £650 million.
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:

  • 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.
  • Aviva on a transaction with PartnerRe and RBS under which Aviva transferred the longevity risk on a £475 million book of business until 2018. An innovative transaction structure was used, under which the risk was ultimately placed with a range of capital markets investors.
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:

  • Walmart in relation to the buy-in and subsequent buy-out of the Asda Group Pension Scheme with Rothesay Life.
  • PA Pension Trustees on the derisking of the PA Pension Scheme by way of a circa £850 million buy-in transaction with Pension Insurance Corporation.
  • 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.
  • AEGON Levensverzekering as one of the syndicate of reinsurers hedging the exposure of Deutsche Bank AG under its longevity swap with the Trustees of the Rolls-Royce Pension Fund.
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:

  • Canada Life on the proposed transfer of insurance business from MGM Advantage Life Limited to Canada Life Limited.
  • Zurich Insurance on the transfer of its pre-2007 UK legacy employers’ liability portfolio to Catalina.
  • Legal & General on the sale to ReAssure by means of insurance business transfer scheme of its Mature Savings business.
  • 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.
  • ReAssure on the acquisition of the UK pensions business of HSBC Life (UK), including the associated insurance business transfer.
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 issuance of Tier 2 capital, comprising £125 million 8.125% notes due 2029.
  • Pension Insurance Corporation on its issuance of £450 million 7.375% Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes.
  • Just Group on its issuance of Restricted Tier 1 capital.
  • Prudential on its issuance of £300 million 3.875% Resettable Dated Tier 2 Notes due 20 July 2049.
  • Aviva on its issue of €750 million 1.875% Fixed Rate Dated Senior Notes.
  • 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:

  • 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

Standard Life Aberdeen/Phoenix

We advised Standard Life Aberdeen on the sale of its capital-intensive insurance business to Phoenix for a total consideration of £3.24 billion. This was an important strategic transaction for SLA, completing its transformation to a capital light investment business.

Allianz/Legal & General

We advised Allianz on its acquisition of the general insurance business of Legal & General Group. Together with Allianz’s acquisition of the remaining 51% of LV General Insurance Group, this will establish Allianz as a top 4 insurer in the UK personal home segment and mean that 12 million general insurance customers are part of Allianz in the UK.

Quartz group

We advised Quartz group on the minority investment into the group by Inflexion Private Equity Partners. Quartz is an insurance group which specialises in the underwriting and distribution of non-standard insurance products. Inflexion is a private equity house that has a particular focus on mid-market investments. We also advised on Quartz on its pre-investment reorganisation and refinancing.

Asda Group Pension Scheme buy-out

We advised Walmart in relation to the buy-in and subsequent buy-out of the Asda Group Pension Scheme with Rothesay Life. The buy-in has been secured in anticipation of a full ‘buy-out’ of the Scheme, which is expected to be completed in late 2020 or early 2021 and will be one of the largest full buy-outs ever undertaken in the UK.

PIC/RT1 capital

We advised Pension Insurance Corporation on its debut issuance of Restricted Tier 1 capital, comprising £450 milliion 7.375% Fixed Rate Perpetual Restricted Tier 1 Contingent Convertible Notes.

Brexit restructuring

We advised a number of UK insurers, including Aviva, Prudential and Standard Life, on their Brexit restructuring plans, including Part VII transfers of insurance business to non-UK entities and associated reinsurance arrangements.

key Contacts