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Topco expecting further expansion of new Vermont cell captive

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Topco Associates LLC, America’s largest retail food group purchasing organisation (GPO), is planning further cell set-ups having formed a sponsored captive in November last year.

As a GPO, Topco operates as member-owned co-operative of 45 grocery chains, aggregating purchases and knowledge management across the company to drive savings and innovation.

It formed a sponsored captive, Member Owned Topco Insurance Solutions (MOTIS), in Vermont last year, and speaking on the Global Captive Podcast Adam Binder, category director for the  group’s indirect spend program, explained the rationale and motivation behind the captive formation.



“One of our big objectives is to help our members save money, to stay competitive and compete with the big box retailers as margins are very thin in grocery retail,” he said.

“When we started looking into insurance and HR benefits and having conversations with the executives, it was pretty clear that they were struggling buying insurance. There was capacity issues, so they didn’t have access to certain lines of insurance.

“These guys are selling fuel, tobacco, CBD so there were challenges in terms of getting the right coverage and it was also a very hard market.”

These conversations took place in 2020 and 2021 when some of the group’s companies were experiencing 20% to 30% premium increases in property and cyber and they were asking Topco if they could help address this.

After attending a virtual VCIA conference during the pandemic and conducting a request for proposal (RFP), Topco engaged Hylant and Milliman to kick off the captive project and engage members to see who would be interested in participating in a captive project.

“Anytime you explore a captive opportunity, and particularly when you have a group scenario in this particular instance, or a co-op or an industry association, it’s going to take time and education,” said Anne Marie Towle, CEO of Hylant’s Global Risk Captive Solutions.

“People need to be conscious of building in that time element because a lot of times people will approach us and say, ‘we need a captive and we need it very quickly’. And being thoughtful in that process, having the member buy-in, thoroughly educating them is ultimately important in order to grow successfully.”

When Topco surveyed its members, 19 of the 45 said they would like to engage in a feasibility study, starting with workers’ compensation, general liability and auto. Combined, the premium spend across those lines added up to $170m.

Binder said with that feedback and data, it provided the urgency to get the sponsored captive established.

Associated Food Stores, based in Salt Lake City, Utah, is the first cell to be established within MOTIS, writing workers’ comp, general liability and auto, while Topco as a corporation is the second cell.

Topco will be utilising its cell to write general liability, cyber liability and medical stop loss.

“We have conversations lined up with other members to get started,” Binder added.

Adam Miholic, senior consultant at Hylant Global Captive Solutions, worked closely with Topco on the project, and continues to support the addition of new cells.

He explained on the podcast why a sponsored captive, rather than a single parent, was the right structure for the strategy.

“Everything that we talked about with the executive leadership team from Topco in those early stages was ‘this really is for the benefit of the members’,” Miholic said.

“Topco, as the association, was really the sponsor of this entire process, and they funded the feasibility study for the members. They brought the idea out to the members as part of a benefit of being a co-op owner, member of Topco.

“So when we thought about how do we translate that into the insurance world and a captive structure, the cell captive made just unbelievably good sense because you have Topco sponsoring it now as the core and they are renting out cells to their members for any type of risk that you could think of as exhibited in their industry.

“Really making it flexible and nimble, but always under the premise of it’s to the benefit of the members so a single parent captive really was not too big of an option after we had some initial conversations about what’s the long-term goals and objectives of this.”

Listen to the full interview with Topco’s Adam Binder, joined by Hylant’s Anne Marie Towle and Adami Miholic, on the Global Captive Podcast here, or on any podcast app. Just search for ‘Global Captive Podcast’ on any podcast choice.

Feetham proposes Gibraltar government captive, updated legislation

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Experienced insurance lawyer Nigel Feetham will assess the feasibility of forming a Gibraltar government-owned captive insurance company, should he be appointed Minister of Financial Services.

It was announced last month that Feetham, a respected Gibraltar lawyer with a long background in captives and cell companies, would be appointed the country’s next Minister of Financial Services by Chief Minister Fabian Picardo should his political party, the GSLP, win re-election.



Feetham highlighted the success of Gibraltar International Bank (GIB), established in 2016 when Barclays left the island, as a good example of economic intervention that gave the country and residents more control of its affairs.

“If my party is re-elected into Government and I am appointed Minister for Financial Services by Fabian, I will undertake a review of the feasibility for setting up a Government-owned captive insurance company (Gibraltar Insurance Company: ‘GIC’) regulated by the Gibraltar FSC,” he said.

“The dual objective would be to obtain the most competitively priced insurance for the Government and addressing any public interest insurance needs linked to the Government not available locally, such as travel insurance for our elderly citizens.”

Prior to Brexit, Gibraltar had a unique captive and insurance offering, being able to passport across Europe and into the United Kingdom.

Its captive sector had suffered since, however, and Feetham has recently proposed new legislation that would update Gibraltar’s regime and make it more attractive.

He said the Gibraltar Insurance Company would be an ideal “showcase” for the post Brexit captive legislation.

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.