Overview

On the life side, our structured finance team brings together experts in fields such as banking and finance, insurance and reinsurance products and transactions, insurance regulatory, securitization, and insurance and reinsurance tax. The key to our success is our ability to work together as a team, seamlessly providing multi-disciplinary experience to our clients. 

Praxis

Mayer Brown’s life insurance and reinsurance team experience includes:

Life Transactions and Capital Markets Experience 
Regulation XXX and AXXX and Other Reserve Financing Experience
Private Placement Life and Annuity Products

Life Transactions and Capital Markets Experience 

  • The agent, arranger and lead banks in connection with a $2 billion letter of credit facility for Prudential New Jersey Captive Insurance Company (the “Captive”), a wholly-owned subsidiary of Prudential Financial, Inc., to support the Captive’s obligations under reinsurance agreements with respect to a closed block of life insurance policies issued or assumed by The Prudential Insurance Company of America.
  • A client in the structuring, negotiation and drafting of a large Modco agreement and related contracts for the reinsurer in connection with a life insurer’s acquisition of a life and variable annuity business.
  • Insurers and reinsurers on variable annuity, life, property, surety, mortgage insurance and several other types of reinsurance and retrocessional agreements transactions.
  • Major banks and life insurers in embedded value transactions in which ceding commissions enhance the ceding company’s surplus; in one such transaction, ceding commission was used to assist in financing a life insurer’s acquisition of a life and variable annuity business.
  • Banking organizations on the regulatory, tax and insurance aspects of purchases of bank-owned life insurance ("BOLI"); represented banking organizations in purchases of general account and separate account BOLI, with and without stable value protection; and represented a private equity manager in the creation of a private fund that would be eligible for purchase by commercial banks as part of a separate account BOLI product.
  • Insurers and reinsurers on variable annuity, life, property, surety, mortgage insurance and several other types of reinsurance and retrocessional agreements transactions.
  • Clients in the development and structuring and state regulatory approval of life, annuity and GIC separate account products.
  • Clients involved in the hedging of market risk in connection with variable annuities who have turned to us for innovation in the development and execution of "transformer" transactions in which variable annuity risk is transformed and re-packaged in equity derivative form.
  • Clients in the development and structuring and state regulatory approval of life, annuity and GIC separate account products.
  • Clients in innovative structures and solutions around longevity and pension-related risks.
  • Ohio National Financial Services, Inc. in a fixed spread tender offer to purchase for cash any and all outstanding 7% senior unsecured notes due 2011.

Regulation XXX and AXXX and Other Reserve Financing Experience 

We have been at the forefront in the structuring of innovative solutions around XXX and AXXX financing and securitization transactions, and have advised clients in the structuring and drafting of various reinsurance, letter of credit and other agreements in connection with XXX and AXXX transactions. We have worked with clients on solutions for numerous issues connected with these transactions. A sampling of our representations include:

  • A major investment bank in a transaction that reduced the AXXX statutory reserves for its life insurance company client through a note exchange using a orphaned special purpose vehicle that resulted in the insurance company holding a non-affiliated asset that was rated based on a guaranty from the parent of the life insurance company.
  • An in-house structurer at a major bank on over ten XXX letter of credit transactions.
  • A major bank in the structure and completion of an XXX structured solution.
  • A major bank in the research and development of an innovative XXX solution.
  • A major bank in researching, developing and structuring a non-recourse XXX letter of credit product.
  • A major bank in connection with a structured letter of credit for a major sponsor which will provide it with several hundred million in XXX financing.
  • A major financial services company in connection with its participation as a syndicate member in a $500 million letter of credit facility to Pacific Life for XXX captive reinsurance transaction and the same company in connection with a $1 billion letter of credit facility to Met Life for its XXX reinsurance.
  • The administrative agent on revolving loan and letter of credit facilities for Renaissance Re Holdings, Ltd., Montpelier Ltd., Lancashire Holdings Limited, Axis Capital Holdings, Ltd., Tower Group Inc., The Navigator’s Groups, Inc., Alterra Bermuda Limited and several non-public Bermuda reinsurers.
  • A major insurance company in a $500 million letter of credit facility that had innovative pricing and structure based upon the rates for an availability of credit default swaps.
  • A major reinsurance company and its subsidiaries in connection with $1 billion in bank credit facilities.
  • A major bank in several letter of credit facilities to offshore reinsurers of XXX business; deals were secured by marketable securities.
  • A major bank in connection with a limited recourse term life insurance XXX structured letter of credit for Canada Life.
  • A major investment bank in connection with a full recourse unwrapped AXXX universal life insurance securitization for Prudential Life.
  • A major bank in connection with a full recourse term life reinsurance XXX structured letter of credit for Scottish Re.
  • Major banks in connection with full recourse XXX/AXXX structured letters of credit for Primerica Life and a leading insurance company.
  • Major banks in connection with XXX structured letters of credit for Banner Life, Mutual of Omaha and Aviva.
  • A major bond issuer in connection with various credit facilities, including “soft capital” facilities.
  • A bond issuer in connection with a non-recourse closed block contingent capital embedded value facility for Prudential.
  • Bond issuers in connection with non-recourse term life XXX securitization for Banner Life and William Penn Life.
  • Bond issuers in connection with non-recourse term life reinsurance XXX securitization for RGA and Scottish Re.
  • A bond issuer in connection with three separate non-recourse term life insurance XXX securitizations and one AXXX non-recourse universal life securitization for Genworth Life.
  • A bond issuer in connection with non-recourse term life reinsurance XXX securitization for Protective Life.

Private Placement Life and Annuity Products 

We have advised clients in the structuring of private placement variable life and annuity products. We have worked with both onshore and offshore PPVUL and PPVA issuers, and we have worked with both domestic separate account and related collateral structures, as well as offshore segregated and cell account structures.