Insurance

We have been helping our clients to navigate the challenges of recent years in the insurance sector.

The insurance industry around the world continues to face new challenges against the backdrop of increased supervision and change driven by increasing digitalization and in the broader regulatory environment. Our international sector group advises leading global insurance companies and financial institutions as well as growing insurtechs and fintechs on complex, commercially significant and strategic challenges and supports them in developing the best possible, individual strategy - tailored precisely to their needs.

Well-respected international insurance group, with practices throughout Europe and the UK, as well as a growing presence in Asia.
Chambers Global 2020, Insurance: non-contentious
Offers a full range of regulatory advice in addition to facilitating major transactions, including M&A, portfolio transfers and distribution agreements. […] Also offers expertise in reinsurance transactions and pensions de-risking, including longevity swaps.
Chambers UK-wide 2020, Insurance: non-contentious
"I appreciated not only the exceptional advice but also the fact it was communicated in a way that I could understand, and that they were happy to guide me through some complex issues.
Chambers UK-wide 2021, Insurance: non-contentious

Recent Insurance transactions

Insurance M&A:
  • Old Mutual: advising on the 12bn managed separation of the Old Mutual group into four independent businesses.
  • Rothesay: advising on the acquisition of a c. £12bn portfolio of UK annuities from the Prudential Assurance Company.
  • AXA advising on the:

- sale of its UK life and savings businesses, which included three separate but simultaneous sales to the Phoenix Group, Standard Life and LCCG; and

- purchase of the general insurance business of HSBC in Hong Kong, Singapore and Mexico.

  • Aviva France: advising on most of its M&A transactions and group structuring deals (including the structuring of the AFER business).
  • Athene: advising on its acquisition of Delta Lloyd Deutschland, the German insurance subsidiary companies of Delta Lloyd N.V., an Amsterdam-based financial services provider.
  • New York Life: advising on the INR 1.4bn investment into a 49%/51% real estate joint venture with Max Group.
  • Standard Life Aberdeen: advising on the sale of its Hong Kong life insurance business, Standard Life Asia, to Heng An Standard Life.
  • FWD Group: advising on the sale of its general insurance business, including the digital general insurer bolttech to Pacific Century Group.
  • Lloyds Banking Group: advising on the sale of Heidelberger Leben to Cinven and Hannover Rück.
  • Swiss Re/ ReAssure: advising on the acquisition of Guardian Assurance from Cinven

Regulatory advice:
  • ABI General Counsel EU Exit Steering Group: advising on the implications of Brexit for the sector.
  • Prudential Group: advising on its conflicts of interest policy, considering the different conflicts and needs of the different business units within Prudential.
  • a UK insurer: advising on its obligations under Solvency II to implement corporate governance changes and put in place specific policies, and on its implementation of the Senior Insurance Managers Regime.
  • Anbang Group: advising in relation to a strategic review and reorganisation of the activities of the Group in Belgium. 
  • Allianz Global Investors: advising on the impact of CRD IV and CRR.
     

Insurance business portfolio transfers:
  • Utmost Life (formerly Reliance Life): advising on the Part VII transfer of Equitable’s UK life and pensions business, in addition to the unitisation of the transferring with-profits business by a simultaneous scheme of arrangement.
  • Aviva: advising on the transfer of the whole of the businesses of Friends Life and Friends Life and Pensions to Aviva Life and Pensions including establishment of new with profits funds in Aviva Life and Pensions.
  • Swiss Re/ ReAssure: advising on the transfer of the long-term insurance business of ReAssure Life (formerly Guardian Assurance) to ReAssure, including establishing a new Guardian With Profits Fund and some reorganisation of ReAssure’s existing with profits business.
  • Swiss Re/ ReAssure: advising on the transfer of a book of annuities from Phoenix Life to ReAssure.
  • Royal London: advising on the transfer of certain general insurance liabilities from Royal London (CIS) Limited to Co-operative Insurance Society General Insurance Limited.
  • Credit Mutuel on insurance portfolio transfers involving France, Belgium and Luxembourg.

Restructuring and demutualistaions:
  • Scottish Provident: advising on the demutualisation and sale of its business to Abbey National by way of transfer to a new insurer in the Abbey National Group.
  • Halifax Building Society: advising on its acquisition of Clerical Medical on its demutualisation by way of transfer to a new insurer in the Halifax Group.
  • Lloyds Banking Group (then Lloyds TSB): advising on the acquisition of Scottish Widows on its demutualisation by way of transfer to a new insurer in the Lloyds Group.
  • Old Mutual: advising on the initial public offer and on its demutualisation.
  • Friends Provident: advising on the initial public offer and on the demutualisation of Friends Provident Life Assurance Society including the transfer of the mutual’s business to a new insurer.
  • AXA on the restructuring of its 36.7% indirect shareholding in RESO-Garantia, a leading Russian insurance company.
  • AXA on the acquisition of shares in AXA Equity & Law plc held by third party minority shareholders and the transfer of the assets of AXA Equity & Law plc to AXA UK plc and dissolution of AXA Equity & Law plc
  • Crédit Mutuel, BNP Paribas, and others on capital driven deals, resulting in cross-border mergers, internal reorganisations, quota share reinsurance schemes (including for Aviva France) aiming at simplifying structures and limiting regulatory/governance costs.
  • Europ Assistance Holding, a company of the Generali Group: advising on regulatory aspects in relation to intra-group cross-border mergers of insurance companies.

Reinsurance and derisking:
  • AXA: advising on the reinsurance of AXA Life Europe’s variable annuity business. 
  • AXA UK Pension Trustees Limited and AXA UK: advising on three longevity insurance transactions with AXA France Vie, reinsured by: (1) RGA International and RGA Americas; (2) Swiss Re Europe; and (3) Hannover Ruck AG (the third including mainly deferred pension liabilities, a first of its kind).
  • Rothesay: advising on a £3.8bn buy-in with the Allied Domecq Pension Fund.
  • the Trustee of the Aviva Staff Pension Scheme: advising on an umbrella buy-in contract with Aviva Life with an initial value of £1.7bn.
  • the Trustee of the Rolls-Royce UK Pension Fund: advising on its £4.6bn buy-in with Legal and General; the largest buy-in transaction of 2019.
  • Rothesay: advising on the interim reinsurance of a c.£12bn book of UK annuities. 
  • the Trustee of the Co-operative Pension Scheme (Pace) on buy-in contracts with Aviva and Pension Insurance Corporation.
  • Athora Ireland: advising on the reinsurance of its variable annuity business. 
  • the Trustee of the Marks and Spencer Pension Scheme: advising on umbrella buy-in policies with Aviva, Phoenix Life and Pension Insurance Corporation.
  • Barclays Pension Funds Trustees Limited: advising on its c.£5 billion longevity insurance with a Guernsey captive insurer, reinsured to RGA International and RGA Americas.

Bancassurance: 
  • United Overseas Bank: advising on the $1.15bn 15-year renewal of its strategic regional bancassurance with the Prudential Group to distribute Prudential's life insurance products in five countries in Asia.
  • Bangkok Bank: advising on its 15-year exclusive bancassurance agreement with AIA in Thailand.
  • DBS: advising on its non-life bancassurance agreement with Chubb Insurance in five jurisdictions across Asia.
  • Techcombank: together with Allens, advising on its 15-year bancassurance agreement in Vietnam with Manulife.
  • Hong Kong Life: advising the sellers on the HK$7.1bn sale of Hong Kong Life Insurance Limited and the related bancassurance arrangements.
  • a number of insurers in connection with various bancassurance agreements in France, Turkey, China, Mexico and Brazil.
  • Credit Agricole Assurances: advising on a non-life bancassurance JV with Abanca.
  • Southeast Asia Joint Stock Commercial Bank (SeAbank): advising on the entry into an exclusive bancassurance partnership with Prudential Vietnam.
     

Capital markets transactions:
  • JP Morgan Securities, Credit Suisse, China International Capital Corporation Hong Kong Securities, Morgan Stanley & Co. International, UBS AG Hong Kong Branch, Haitong International Securities Company, BOCI Asia and ABCI Capital: advising as joint bookrunners and joint lead managers on the US$600m 3.125% Notes due 2025 issued by ZhongAn Online P & C Insurance.
  • Phoenix Life Assurance Ltd: advising on the redemption in full of the Mutual Securitisation p.l.c.’s dual-listed 7.5873% Class A2 Limited Recourse Bonds due 2022 and winding up of the securitisation structure.
  • Hannover Re: advising on the issuance of its €500m Subordinated Fixed to Floating Rate Bonds with scheduled maturity in 2040.
  • Allianz SE: advising Commerzbank on the issuance of its €1bn Subordinated Fixed to Floating Rate Bonds with scheduled maturity in 2050.
  • advised the joint lead managers and the trustee on Legal & General Group Plc's issue of £500m Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes.
  • Rothesay: advising on their issuance of GBP 350m Fixed Rate Reset Perpetual Restricted Tier 1 Write Down Notes.
  • Swiss Reinsurance Company Ltd: advising on its issue of US$1bn Guaranteed Perpetual Subordinated Fixed Spread Callable Notes.
  • Munich RE: advising on the issuance of a €1.25bn Bonds.
  • Allianz: advising the Bookrunners on the issuance of €1.5bn Bonds.
     

InsurTech / Digitalisation
  • AXA: advising on a variety of platform projects, including a corporate pensions platform involving Zurich and Aegon and a global wealth management platform.
  • AXA: advising on its first-of-its-kind data analytics proof of concept with HSBC in Hong Kong.
  • Aviva: advising on the establishment of its digital business unit in Singapore.
  • a German InsurTech: advising on the acquisition of an insurance broker.
  • Aioi Nissay Dowa Insurance Company: advising on the purchase of 75.01% of Box Innovation Group Limited, the holding company of the ‘Insure The Box’ business.
  • Morgan Stanley: advising on its pre-IPO investment in Zhong An Online P&C Insurance.
  • a French insurance brokerage company: advising on the sale of its insurance software solutions subsidiary to an insurance software developer.
  • a European Insurer: advising on its strategic joint venture with a UK car manufacturer, for the development of autonomous vehicles.
  • Belfius Insurance NV: advising on the €30,020m outsourcing of core business software in an external cloud provider developed by Keylane BV.Ex

Experience

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