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GCP Short: Captives in parent M&A transactions

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Joseph Holahan, Morris, Manning & Martin
Lisa Willits, Captive Advisory Partners

This GCP Short, produced in collaboration with Friends of the Podcast Morris, Manning & Martin LLP, explores the key considerations for captives and their owners when there is merger and/or acquisition activity at the parent level.

Joseph Holahan, partner in Morris, Manning & Martin’s insurance and reinsurance practice, and Lisa Willits, owner of Captive Advisory Partners LLC, discuss the due diligence concerning captives that is recommended when an acquisition is taking place, change of ownership regulations, strategies to consider when multiple captives are at play and the process involved for merging existing captives.

Hard market conditions “sped up” Knauf’s decision to form Luxembourg captive

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Hard market conditions drove Knauf’s decision to form a Luxembourg captive, according to Marcus Reichel, head of insurance at the German multinational building materials supplier.

“This is something [the hard market] which helped to speed up the process in our decision making within the group,” he explained on GCP #49.

Reichel said that despite the company having good loss ratios, it was ultimately suffering from “unreasonable” premium increases as a result of hard market conditions.

Knauf, a privately owned company, already has a Vermont-based captive in operation since 2018, which in inherited from an acquisition.

The captive which writes medical stop loss and terrorism and funds self-insured retentions (SIRs) for other property and casualty lines.

The Vermont captive is also looking to write workers’ compenstation and fund life and disability insurance when the time is right.

“Since we have a decent US operation, we see the value in keeping it and even expanding it,” he said.

Reichel discussed the formation of the company’s second captive is Luxembourg and was asked whether Germany was ever considered as the company’s domicile of choice.

“As long as we’re not having a a specialised captive management company here in Germany, we should pick up the knowledge we get from outside of our group,” he explained.

“And therefore, we really looked into these hotspot locations like Dublin, like Luxembourg, rather than going back to Germany.”

Reichel said the company selected Luxembourg as it most appropriately fitted its “needs”.

“And also because of various other aspects like the quality of knowledge of captive management, and proximity,” he said.

In the “first phase” of the company’s new Luxembourg captive, he explained that the company was going start by writing P&C risks.

“We are taking some retentions and giving the insurer the chance to front our policies and take the excess risk,” Reichel added. “But the majority of risk for both the property and casualty programmes are kept with us.”

He said that based on the company’s loss ratios, it had an opportunity to improve its cost base and make the risk management function much more visible within the group.

GCP #49: Adrian Lynch, Marcus Reichel and London & Capital investments update

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Adrian Lynch, Artex Risk Solutions
Marcus Reichel, Knauf
Chris Dalziel, London & Capital
Michael Trudeau, London & Capital

In GCP #49, supported by legacy specialists R&Q, Richard is joined by guest co-host Adrian Lynch, who recently joined Artex Risk Solutions from Aon as executive vice president with responsibility for operations and business development in the Americas, Bermuda and Cayman.

Adrian discusses Artex’s immediate plans including potential further acquisition activity, the impact of the pandemic on healthcare captives and the captive response to the hard market.

The captive owner interview is with Marcus Reichel, head of insurance at Knauf, a privately-owned Germany building materials company. Knauf own a Vermont captive and have just recently formed a Luxembourg reinsurance captive.

And Chris Dalziel, executive director, and Mike Trudeau, portfolio analyst, from Friends of the Podcast London & Capital provide us with the Q1 investments update.

UK government explores regulatory framework for captives

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The United Kingdom could be the next European country to introduce a regulatory framework for captives after the London Market Group (LMG) stepped up its discussions with the government on the topic.

Captive Intelligence understands the government is looking for “quick Brexit wins” and views captives as one option that could easily leverage London’s existing reputation as the world’s leading reinsurance centre.

Discussions are at an early stage, but there is a strong appetite within the LMG to make progress. One option would be to open up protected cell companies (PCCs) to permit their use for captive business. PCCs were introduced in the UK when regulations for facilitating insurance linked securities (ILS) came into force in 2017. Currently they only allow their use for ILS business, however.

It remains to be seen whether UK captives would have to follow the EU’s Solvency II regime. Bermuda’s success in achieving Solvency II equivalence for its commercial (re)insurers, while keeping captives outside of the regime, has set a precedent that the UK could seek to replicate.

The proposals being discussed by the LMG and the UK government are separate to those under development at Lloyd’s. Captive Intelligence understands a pilot scheme for applications to form a ‘Captive Syndicate’ within Lloyd’s could be opened as soon as May and the market will be looking for ideal candidates to take part.

Oliver Schofield, managing partner at independent captive consultancy RISCS, is excited at the prospect of being able to use Lloyd’s to facilitate captive business.

“The most attractive aspects of captive syndicates at Lloyd’s will be the ability for a captive to be able to issue policies globally wherever Lloyd’s have local licenses,” he tells Captive Intelligence.

“This is a value that Lloyd’s brings to all syndicates and captives will be included in that. In addition, a captive syndicate will automatically be a rated entity. Both of these are benefits that are being sought by captive owners.

“I think the interest will come from larger multi-line captive owners and prospective owners. The cost base is likely to be less attractive to mono-line captive owners who currently use a cell structure.”

Concerning the news the LMG is exploring the introduction of a regulatory framework for captives in the UK, Schofield adds: “If UK domiciled captives were required to adhere to Solvency II rules then I believe that would effectively kill off any interest.

“Secondly, the UK would need to allow cells as well as pure captives. More and more mid-size companies are establishing cells rather than pure captives so this will be critical for a successful UK captive product.”

The rise of European captive nationalism

As France, Italy and the UK consider introducing their own captive framework, should captive owners be careful what they wish for?

Guernsey, Luxembourg and Dublin have long dominated Europe’s captive landscape as far as domicile choices are concerned. In the main, European businesses, including those in the UK, have looked to the specialist centres to domicile their captives and it has been a successful strategy.

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Captive Intelligence provides high-value information, industry analysis, exclusive interviews and business intelligence tools to professionals in the captive insurance market.

Self-procurement disputes near end game in WA

At the time of writing, Senate Bill 5315 sits on Governor Jay Inslee’s desk awaiting his signature. The House speaker signed the bill on 12 April, completing its successful passage through the Washington State Legislature. The legislative fix is designed to bring a three year battle between the state’s captive owner community and the Office of the Insurance Commissioner to a close.

Commissioner Mike Kreidler has led efforts to impose new taxes on captive insurers.

Since 2018 Commissioner Mike Kreidler has targeted captives owned by Washington-headquartered businesses, accusing them of being unauthorised thus insuring risk in the state illegally.

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Captive Intelligence provides high-value information, industry analysis, exclusive interviews and business intelligence tools to professionals in the captive insurance market.

GCP Short: Regaining control of renewal season

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Prabal Lakhanpal, Spring
Peter Johnson, Spring

In this GCP Short, produced in collaboration with Friends of the Podcast Spring Consulting Group, Richard is joined by Peter Johnson, Senior Actuarial Consultant, and Prabal Lakhanpal, Vice President, to discuss how captives can provide a greater degree of control during renewals.

​The trio discuss some of the drivers of the hard market, whether we may see some rates soften, the benefits of different captive structures and the importance of taking a long term view.

GCP #48: Adriana Scherzinger, Rene Martinez Flores and Julian Avila on Latin American captives

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Adriana Scherzinger, Zurich
Rene Martinez Flores, CEMEX
Julián Ávila, Aon Captive & Insurance Management

In episode 48 of the Global Captive Podcast, supported by legacy specialists R&Q, Richard examines the Latin American captive insurance market and is joined by guest co-host Adriana Scherzinger, Head of International Program Business and Commercial Insurance in Latin America, for Zurich Insurance Company.

The captive owner interview is with Rene Martinez Flores, Global Director of Insurance & Risk Management for Mexico’s building materials giant CEMEX, while Julián Ávila, Practice Leader for Aon Captive & Insurance Management in Latin America, also joins.

GCP Short: Self-procurement taxes – how, what and why?

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Tim Mahon, EY
Conor McKenzie, EY

In this GCP Short, produced in collaboration with Friends of the Podcast EY, we explore exactly what is going on with self-procurement taxes in the United States right now.

Joining Richard to shed some light on recent developments in Washington State, Minnesota and New Jersey, as well as providing valuable background and analysis on the bigger picture countrywide is Tim Mahon, a Partner in the EY indirect tax practice, and Conor McKenzie, a Senior Manager in the indirect tax practice.

LCSWMA launches captive in response to hardening market

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Lancaster County Solid Waste Management Authority (LCSWMA) formed a Vermont captive earlier this year as it needed to think “outside of the box” to achieve better stability, capacity and pricing.

Market hardening around 2017, particularly in the power generation market, was one of the main reasons why the Pennsylvania-based Authority decided to launch its captive.

CFO Dan Youngs said in an exclusive interview with GCP that “it became evident that we had to think outside of the box for a longer-term solution”.

He added: “We needed to create a solution that gave better control, that allowed for direct communication with underwriters to really showcase our best-in-class safety and operating standards.”

Youngs said he felt the organisation was “undervalued” by the commercial market considering its “near stellar” track record and loss history.

He said that the pure captive quickly became the solution to these challenges and that it allows LCSWMA to manage its coverage and sub-limits more closely.

The CFO believed that there’s more scope for like-minded organisations to set up their own captives and potentially work with LCSWMA on their insurance programmes in the future.

“I think that’s something we’re looking to do and reaching out to others,” Youngs said. “When you look at complex engineered risks…there is a very active interest in captive formations.”