Overview

Against the backdrop of a multiyear convergence between asset management, insurance, and private capital, a wide variety of strategic growth transactions among these groups provides scale and diversification. Each group is looking for the right combination of assets and liabilities matching, new and larger sources of capital, customized (and regulatorily appropriate) investment structures, and exposure to diversified and non-correlated economic returns.

Mayer Brown’s Insurance Convergence Solutions (ICS) group structures and executes integrated solutions and growth transactions for each of these groups.

The ‘convergence’ of these groups and the alignment of their interests is the growth engine and roadmap for each of these groups, but the convergence roadmap will be unique to each business based on numerous variables.

As a result, convergence transactions are the deals that operationalize this alignment: strategic transactions that connect asset managers to insurance balance sheets and connect investors to insurance-related return streams.

A single convergence transaction might involve an M&A-style acquisition or investment, a fund formation component, an insurance regulatory approval process, a reinsurance arrangement, and a bespoke investment management agreement with complex fee-sharing economics.

Our partner-led, integrated ICS group is deliberately structured and deeply experienced in the full spectrum of transactions and disciplines that constitute the convergence playbook. The ICS group is also on the cutting edge of creating and executing new and unique structures to address emerging challenges and a dynamic marketplace.

Every convergence transaction requires sophisticated legal advice that cuts across M&A, fund formation, insurance regulatory, investment management, structured finance, retirement solutions, tax, and capital markets concentrations.

Very few firms can handle all of these components under one roof. That is what ICS does.

Experience

We advise on and structure complex and customized strategic and growth transactional solutions for insurers, asset managers and private capital investors, including:

Bespoke structured investments: Design and execution of customized, multi-vehicle investment platforms and private offerings that align insurer ALM, regulatory capital, and yield objectives—often spanning fund complexes, SMAs/IMAs, and funds-of-one with integrated collateral, leverage, and governance features.
Strategic asset management partnerships: Long-term mandates and operating partnerships between insurers and asset managers covering a wide variety of investment strategies and alternative sleeves, with embedded transition management, servicing, data/reporting, and performance alignment mechanisms.
M&A and investment in (re)insurers and reinsurance: Acquisitions and minority investments involving insurers, reinsurers, and platforms, coupled with long term investment management engagements across private credit and other asset classes; complementary block and flow reinsurance, funds withheld, and retrocession structures to optimize capital, balance sheets, and investment flexibility.
Joint ventures and co-investments: Formation and structuring of joint venture and co-investment arrangements, including governance and dispute resolution, exit and monetization processes, and related commercial arrangements.

Hybrid capital: Structuring unitranche to structured equity and layered financings across the full capital stack, including direct lending and senior credit, mezzanine and junior capital, high-yield bond financings, and preferred equity and convertible instruments.
Sidecar investments: Formation and capitalization of life and annuity and property and casualty sidecars, and related risk-sharing structures, including asset origination pipelines, investment management arrangements, and reinsurance interfaces to scale asset-intensive strategies and enhance capital efficiency.
Lifetime income products: Structuring novel lifetime income solutions and annuity products provided by asset managers and life insurers, both in the context of investment funds offered under defined contribution (DC) plans, as well as more broadly.