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GCP Short: Topco’s cell company formation in Vermont

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Adam Binder, Topco Associates, LLC
Anne Marie Towle, Hylant
Adam Miholic, Hylant

In this GCP Short, produced in partnership with Hylant Global Captive Solutions, we bring you another new captive owner story.

Richard is joined by Hylant’s Anne Marie Towle and Adam Miholic, who discuss with Adam Binder, Category Director for the Indirect Spend Program at Topco Associates, LLC, how and why the company formed a sponsored captive in Vermont in November 2022.

For more information on Hylant’s captive services, visit their Friend of the Podcast page here.

For the latest breaking news, analysis and thought leadership from the global captive market, visit Captive Intelligence and sign up to our twice weekly newsletter here.

Vitol’s Bermuda captive has ‘Excellent’ rating affirmed

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AM Best has affirmed the financial strength rating of ‘A’ (Excellent) and long term issuer credit rating of ‘a’ for Rembrandt Insurance Company, Ltd, the Bermuda captive owned by Vitol Holding B.V.

Vitol is a Dutch multinational energy and commodity trading company with the captive primarily underwriting the marine cargo and liability risks of the group.

The ratings reflect Rembrandt’s balance sheet strength, which AM Best assesses as “very strong”, as well as its strong operating performance, limited business profile and appropriate enterprise risk management.

“AM Best expects Rembrandt’s risk-adjusted capitalisation to remain comfortably at the strongest level, supported by low net underwriting leverage, an outward reinsurance programme that is placed with a panel of financially strong reinsurers and excellent internal capital generation,” the ratings agency stated.

“Partly offsetting factors in the balance sheet strength assessment include the captive’s moderate reliance on reinsurance and its concentrated asset base, with a loan provided by Rembrandt to Vitol, which represented approximately half of the captive’s total investments at year-end 2022.”

The captive has delivered a weighted average return on equity of 24.2% over the past five years (2018-2022), and an impressive five-year weighted average combined ratio of 35.3%.

“Revenues and earnings benefitted from higher and more volatile oil and gas prices in 2022, with the company’s gross written premium nearly doubling during the year and after-tax profit increasing by 195%,” AM Best added.

“Profitability is expected to moderate over the medium term, as oil and gas prices stabilise.”

Lufthansa considering Delvag sale

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German flag carrier Deutsche Lufthansa AG is considering a sale of its group insurer, Delvag Versicherungs-AG, and in-house broker Albatros, according to reports from Bloomberg.

Delvag, domiciled in Germany, dates back to 1924, and while it provides insurance in the commercial market, it also operates as a captive reinsurer for the airline, for group risks including international employee benefits.

It is not clear what a sale of Delvag would mean for its captive business, but the scale of first party risk insured by Delvag could necessitate another captive formation.

The near 100-year history and evolution of Delvag was explained in GCP #58 in 2021.

Delvag is self-managed with around 140 employees in 2021, while Albatros had around 300 employees.

Lufthansa has sold off two non-core businesses already in 2023 as it looks to “streamline operations” according to Bloomberg.

In May the airline announced it was selling the LSG Group to AURELIUS Group, while payment specialist AirPlus is set to be acquired by SEB Kort.

Captive Alternatives request for “claw back” in IRS case rejected by Florida Judge

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Captive Alternatives LLC (Captive) has had its request to include a “claw back” option for materials it has been asked to provide to the Internal Revenue Service (IRS) as part of an investigation over a potential tax shelter denied by a Florida district court.

“In the end, the decision of whether to enter a Rule 502(d) order is left to a court’s sound discretion,” the Florida Judge said. “Against this backdrop, Captive’s motion fails.”

A “claw back” arrangement, like the one sought by Respondent Captive Alternatives “allow[s] the return of documents that a party belatedly determines are protected by the attorney- client privilege or [the] work product” doctrine.

Such arrangements are governed by Rule 502, which authorises a court to enter an order directing that attorney client or work product protections are not waived “by disclosure connected with the [pending] litigation.”

In October 2021, the IRS originally served Captive Alternatives with an administrative summons (Summons) seeking the disclosure of twenty-nine categories of records, plus subparts, for the period beginning January 1, 2011.

When Captive Alternatives failed to respond, the IRS filed a petition in February 2022 to enforce the Summons.

The presiding District Judge directed that Respondent disclose the requested items and a privilege log by 1 October 2023.

Captive Alternatives then asked the Court to enter an order providing for the non-waiver and “claw back” of any privileged materials that it turns over to the IRS.

Captive Alternatives said in its defence that the items it must deliver to the IRS “total over 1.1 million” and that the protections it seeks are necessary given the “costs associated with reviewing and producing such a significant volume of documents and the near inevitability of making mistakes in doing so”.

Vesttoo, White Rock fallout could influence future cell regulation, legislation


  • Result of cell ownership, insolvency dispute could prompt legislative changes in other jurisdictions
  • Captive owners and insurers advised to do extra due diligence on collateral, fronting arrangements
  • Vermont confident no impact on their own captive programmes

Regulators and lawmakers in cell captive jurisdictions around the world should be monitoring the fallout from the Vesttoo collateral scandal concerning White Rock cells in Bermuda.

Vesttoo, which connects capital market participants with (re)insurance risks, has been utilising Aon’s cell facility in Bermuda, but now finds itself embroiled in claims regarding fraudulent collateral.

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GCP #92: Vesttoo and its relevance, impact on cells, captive collateral & fronting

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Joseph Holahan, BakerHostetler
Andrew Christie, EY
Sandy Bigglestone, State of Vermont

In episode 92 of the Global Captive Podcast, supported by the EY Global Captive Network, Richard is joined by three guests to debate what impact and relevance the unfolding fraudulent collateral scandal concerning insurtech Vesttoo has for cell structures and collateral in the captive market more broadly.

04.22 – 16.13: Joseph Holahan, Partner at BakerHostetler, reacts to the Vesttoo case and explains some of the potential legal ramifications for cell structures in Bermuda and beyond.

16.18 – 22.00: EY’s Andrew Christie explains the different types of collateral captives typically use, shares insight into how captives and fronting companies usually work together on collateral and what impact, if any, the Vesttoo fallout might have on fronting and collateral arrangements for captives.

22.00 – End: Sandy Bigglestone, Vermont’s deputy commissioner for captive insurance, explains why she took the step of writing to local captive managers requesting they report if they have any exposure to the Vesttoo case.

Further reading: Richard recommends the Artemis.bm coverage of the ongoing Vesttoo story and to keep up to date with each development.

For the latest news, analysis and thought leadership on the global captive market, subscribe to the twice-weekly Captive Intelligence newsletter.

Africa Specialty Risks launches captive solutions offering

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Pan-African focused reinsurance group Africa Specialty Risks (ASR) is rolling out a new Captive Solution offering on the continent.

Mikir Shah, CEO of ASR, said the company’s captive offering is focused on a partnership model, backed by ASR’s underwriters.

Captive Solutions will include establishing, managing and administering the captive, while ASR is deploying its own capacity and sharing the risk alongside the captive owner.

“This unique captive structure can proactively lower total cost of risk, enhance risk management, and also turn the captive into a profit centre,” Shah said.

Krishna Bheenick, managing Director of ASR Mauritius, said: “Companies operating in and across Africa are faced by a sustained lack of insurance capacity.

“With the launch of this new captive solutions offering, we are now the go-to partner, helping companies de-risk investments and business operations by alleviating capacity constraints and improving speed to market.”

To date, ASR has written around $1.1bn in risk exposure in Mauritius across a range of coverages such as construction, energy, liability, property, political violence and terrorism, and trade credit and across industries including hospitality, financial services, real estate, trading, infrastructure, transport and logistics.

It is not clear how ASR is facilitating its new captive offering, but Mauritius is the only African jurisdiction with protected cell company and captive legislation in place.

CAPINASIA partnership brings ICCIE education to Asia Pacific, Middle East, Africa

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CAPINASIA Knowledge Services, India, has entered into a strategic partnership with the International Centre for Captive Insurance Education (ICCIE) to promote ICCIE’s captive insurance certification programs across the Asia Pacific, Middle East, and Africa regions.

CAPINASIA said it is dedicated to advancing captive insurance education in these regions and has identified several distribution partners for each area.

ICCIE executive director Mitch Cantor expressed his enthusiasm about the new partnership.

“While we have had some students in Asia and the Far East, we are eager to expand our efforts in this region,” he said. “There is a tremendous opportunity for growth for us there.”

In Southeast Asia (SEA), the Singapore College of Insurance (SCI) has been appointed as a distribution partner, and a tripartite agreement was established between ICCIE, CAPINASIA, and SCI on in August 2023.

Andrew Christie, director of ICCIE, highlighted that these markets are currently underserved by captive insurance.

“While some jurisdictions still need to develop captive regulation, there are existing and future opportunities for professionals in the captive industry across these regions,” he said.

The Singapore College of Insurance (SCI) is a not-for profit professional training and education body set up in 1974, as part of Singapore’s efforts to develop as a financial hub.

Shalini Pavithran, CEO of the SCI, stated that this partnership provides an “excellent opportunity for captive insurance aspirants in the region to comprehend the global captive insurance industry and acquire the necessary knowledge to work in and with the sector”.

The SCI will be participating in the Asia Captive Conference on 7 September, 2023 to raise awareness about SCI, ICCIE and the relevant programmes available to build the capacity of captives.

The SCI is a not-for profit professional training and education body set up in 1974, as part of Singapore’s efforts to develop as a financial hub.

NFP RISC hires Wescott as director of US captive management operations

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Amanda Wescott has joined NFP’s Risk and Insurance Strategy Collective (RISC) as vice president, director of US captive management operations.

In her new role, Wescott will assist with the growth and advancement of risk management solutions for new and existing clients, while leading a team of captive insurance professionals. She will report to Jonathan McKenzie, head of US captive management operations

Wescott will collaborate with Kara Tencellent and Tracy Stopford, co-leaders of RISC, along with Jonathan McKenzie, to advance operational and business development initiatives.

“I feel very fortunate to bring my industry experience and knowledge to this extremely talented and dynamic team,” said Wescott.

“With an impressive foundation and shared vision for growing the captive practice, we will further differentiate the value we offer to clients, colleagues and industry service professionals we work with closely.”

RISC is a specialty practice that provides a range of captive management solutions.

Wescott joins RISC with more than 15 years of captive and risk management experience.

She recently served as vice president and senior client team leader at Marsh in Vermont, where she coordinated the efforts of client services teams, helped guide clients’ captive programmes and worked with them through the captive formation process.

Wescott is an active member of many trade associations and will continue to serve on various committees within the captive industry.

“Adding an industry veteran like Amanda will help us build on our momentum in the alternative risk solutions space,” said Stopford.

“The breadth of her experience, depth of captive market knowledge and extensive industry relationships will help drive growth and enhance our ability to help clients identify and understand creative and innovative alternative risk solutions that align with their needs.”

Fitch assigns financial strength ratings of ‘A+’ to Athene captives

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Fitch Ratings has assigned insurer financial strength (IFS) ratings of ‘A+’ to Athene Holding’s recently formed captives Athene Co-Invest Reinsurance Affiliate 2A and Athene Co-Invest Reinsurance Affiliate 2B (collectively ACRA 2). The rating outlook is stable.

Similar to Athene’s existing ACRA entities, ACRA 2 will reinsure qualifying transactions from Athene to support growth in Athene’s core business, although Athene will retain the ultimate liability for the policies.

Both ACRA 2 vehicles are licensed as Long Term Class 2 insurers in Bermuda.

Qualifying transactions include substantially all new inorganic transactions, pension group annuity transactions, funding agreement transactions and certain flow reinsurance transactions and retain annuity business.

ACRA 2 is a Bermuda-domiciled reinsurer, with 100% of its voting shares and 50% of its economic interest is owned by Athene Life Re (ALRe).

The remaining 50% of the economic interest is owned by third-party investors through non-voting shares held by the Apollo/Athene Dedicated Investment Program II (ADIP II).

Fitch expects that Athene will eventually sell additional economic interest to ADIP II such that its ownership is approximately 33%-37%.

Fitch said the ‘A+’ IFS rating reflects application of the captive’s rating methodology contained within its insurance rating criteria and Fitch’s assessment that ACRA 2 meets the standards to be considered a core captive.

As a result, the ratings agency has assigned the IFS rating of Athene’s insurance operating subsidiaries to ACRA 2. The ratings assigned to ACRA 2 are consistent with those assigned to Athene’s previously established ACRA entities.

Fitch’s treatment of ACRA 2 as a core captive is driven by Athene’s willingness to support the entities, while ACRA 2’s strategic goals are tied to Athene’s while also serving a clear economic purpose.

ACRA 2 will derive 100% of its business from Athene through reinsurance from Athene’s existing operating subsidiaries.

Fitch said future capital needs to support the business may be drawn from both Athene and ADIP II. Currently, ACRA 2 has capital commitments of approximately $2bn, with the expectation that total commitments will exceed the roughly $4bn committed under the first ADIP program.

Athene will manage ACRA 2 to the same standards as its other operating subsidiaries from a capital and underwriting perspective while also having full control over ACRA 2’s day-to-day operations.

Qualifying transactions will also be fully priced and underwritten by Athene prior to being ceded into ACRA 2.

Fitch said it views Athene’s ability to voluntarily recapture business ceded to ACRA 2, should ACRA 2’s capital fall below certain defined thresholds, as critical to its ability to provide support,” the ratings agency said.

“Athene’s ability to execute this support mechanism does not require approval of ADIP II as long as the defined capital conditions are met,” the ratings agency said.

“Under Fitch’s criteria, the ability to provide support decreases if it is contingent on approvals of minority capital contributors.”

Underperformance of the business ceded to ACRA could lead to capital strain at Athene.

“Such risks are reflected in Athene’s ratings and may become more pronounced as the amount of business ceded to Athene’s ACRA entities grows,” Fitch said.