b'TABLE OF CONTENTSResolution Life Insurance Company (Talcott), athe greatest growth potential. This ensured a Connecticut life insurance and annuity companysteady pipeline of M&A activity throughout the purchased in 2021 by Sixth Street, and Resolutionyear. It is anticipated that M&A activity in this Life, a partner of Sixth Street. Under the terms ofsector will remain buoyant going into 2022 as this the transaction, which closed in January 2022,trend continues into the next year. Talcott and Resolution Life agreed to reinsure $35A significant example of this trend was UK insurer billion of fixed indexed annuity liabilities fromAviva plcs (Aviva) sale of its businesses in France, Allianz Life, with Talcott and its Bermuda affiliateTurkey, Italy, Poland and Lithuania which saw it reinsuring $20 billion and Resolute Life reinsuringdeliver on its strategic plan, announced in 2020, to $15 billion. The close of the transaction leavesfocus on its core markets in the UK, Ireland and Talcott and its affiliates managing $111 billion inCanada. Kicking off an exceptionally busy year of liabilities and surplus on a pro forma basis, withM&A activity for Aviva, in April 2021 it completed Allianz benefitting from freed up regulatory capitalthe sale of its 80% stake in Italian life insurance and $4.1 billion in value.joint venture, Aviva Vita S.P.A., to its partner UBI We expect robust deal activity in the life andBanca for 386 million. This was followed swiftly by annuity sector to continue during 2022, as the broadthe sale of its 40% shareholding in Turkish life trends that drove deal activity in 2021 appearinsurance and pensions joint venture, AvivaSA poised to continue, including publicly-tradedEmeklilik ve Hayat AS, to Ageas Insurance carriers looking to exit capital-intensive lines ofInternational N.V. for 122 million. business, and the continued appetite of privateA further wave of sales followed in the second half equity (PE) and investment managers in insurersof 2021. Notable as one of the largest sales of the with long-dated liabilities. The outlook in 2022 foryear in the sector, September 2021 saw the sale of higher interest rates may also allow sellers to beAvivas French life, general insurance and asset more comfortable with valuations management business to Ama Groupe for 2.8 billion. Aviva reported that this transaction would UK and Europe increase Avivas financial strength and reduce volatility in the Group by removing its exposure to 2021 saw renewed appetite for M&A activity in theinterest rate risk from the Eurofonds guaranteed European life sector with insurers looking to shorelife insurance product. up their core business areas after a turbulent 2020.In November 2021, Avivas Polish business, which For some, this meant looking to acquisition as a wayincluded life and non-life insurance operations, and to increase scale and add new technologicalpension and asset management businesses in capabilities to existing businesses whilst for othersPoland as well as Avivas life operations in it meant exiting non-core, capital-intensiveLithuania, was acquired by Allianz for 2 billion. businesses and geographies to improve financialNotably, Allianz described this deal as its largest strength and ensure a focus on core markets withdeal globally in a decade, making it the most MAYER BROWN |11'