Session #39 PD: Whats New in Reserve Financing for Life Insurance Products?
Scott Avitabile, Esq. Robert Meehan, FIA Ann G. Perry
Moderator Alan J. Routhenstein, FSA, MAAA
Primary Competency Results-Oriented Solutions 1 Whats New in Reserve Financing for Life Insurance Products? Presented by: Scott D. Avitabile, Partner Dewey & LeBoeuf LLP Session 39PD 2011 Valuation Actuary Symposium September 13, 2011 Dewey & LeBoeuf | 1 Table of Contents I. Bank Funding Solutions to XXX/AXXX Reserves II. Structure Overviews and Schematics III. Regulatory Issues IV. Limited Purpose Subsidiary 2 Dewey & LeBoeuf | 2 Bank Funding Solutions to XXX Reserves Dewey & LeBoeuf | 3 Bank Funding Solutions to XXX/AXXX Reserves Structured financial transaction designed to access bank funding to alleviate the reserve strain from Regulation XXX/AXXX reserve requirements on level premium term life and universal life insurance products Permits ceding insurer to retain economic benefits of experience on the ceded policies 3 Dewey & LeBoeuf | 4 Structure Overviews and Schematics Dewey & LeBoeuf | 5 Structure Overview Transaction structure combines (a) ceding of level premium term life or universal life risks subject to Regulation XXX/AXXX to a newly formed special purpose captive reinsurer (usually domiciled in Vermont), (b) credit for reinsurance trust or funds withheld account, and (c) long-term surplus notes or a letter of credit Transaction structure by steps: (a) Ceding insurer forms and provides equity capital to special purpose captive insurer, (b) Ceding insurer and captive enter into reinsurance agreement whereby policies subject to Regulation XXX/AXXX are ceded to the captive. An independent actuarial study is performed on the reinsured book of business. Book of policies is usually closed and identified, although transactions with open reinsurance agreements that permit new business over time are possible. (c) Captive issues surplus notes to the bank or the bank issues a letter of credit for the benefit of the ceding insurer. (d) Proceeds from the sale of surplus notes or the letter of credit are then deposited in a credit for reinsurance trust to secure the captive's reinsurance obligations or the letter of credit is held by the ceding insurer. (e) In a recourse transaction, the ultimate parent company or a well-capitalized affiliate of the captive guarantees payment on surplus notes (sometimes through a total return swap, which some banks prefer) and guarantees payment of fees to the bank and reimbursement of draws on the letter of credit. In a non-recourse transaction, the obligation to reimburse the bank on a letter of credit draw is solely that of the captive. 4 Dewey & LeBoeuf | 6 1. Ceding Insurer cedes its XXX/AXXX business to Captive Re through a reinsurance contract 2. Captive Re issues Surplus Notes to the bank or bank issues letter of credit to Ceding Insurer 3. Captive Re accounts for Surplus Notes or Letter of Credit as statutory capital 4. Captive Re deposits proceeds from Surplus Notes or the Letter of Credit equal to the reserves into the Reserve Credit Trust or the Ceding Insurer holds the Letter of Credit as beneficiary 5. The Reserve Credit Trust is pledged to Ceding Insurer, or Letter of Credit is held by Ceding Insurer in each case to secure reinsurance reserve credit for the Ceding Insurer 6. Parent Company provides guaranty of obligations of Captive Re Capitve Re Structure Schematic Recourse Transaction Ceding Insurer Surplus Notes Assets Reinsurance Contract Reserve Credit Trust Parent For the Benefit of LOC Bank LOC Guaranty LOCfor the Benefit of CedingInsurer Dewey & LeBoeuf | 7 1. Ceding Insurer cedes its XXX/AXXX business to Captive Re through a reinsurance contract 2. Captive Re issues Surplus Notes to the bank or bank issues letter of credit to Ceding Insurer 3. Captive Re accounts for Surplus Notes or Letter of Credit as statutory capital 4. Captive Re deposits proceeds from Surplus Notes or the Letter of Credit equal to the reserves into the Reserve Credit Trust or the Ceding Insurer holds the Letter of Credit as beneficiary 5. The Reserve Credit Trust is pledged to Ceding Insurer, or Letter of Credit is held by Ceding Insurer in each case to secure reinsurance reserve credit for the Ceding Insurer 6. Obligation to reimburse the bank on a Letter of Credit Draw is solely that of the Captive Capitve Re Structure Schematic Non-Recourse Transaction Ceding Insurer Surplus Notes Assets Reinsurance Contract Reserve Credit Trust For the Benefit of LOC Bank LOC LOCfor the Benefit of CedingInsurer 5 Dewey & LeBoeuf | 8 Regulatory Issues Dewey & LeBoeuf | 9 Regulatory Issues Formation of Special Purpose Captive Reinsurance Company Choice of domicile (South Carolina, Vermont, offshore) Domiciliary Approvals Organization and licensure of captive Affiliate reinsurance arrangement Issuance of surplus notes Execution and delivery of related transaction documents Ongoing approval of payments on surplus notes Reinsurance Arrangement Terms of reinsurance agreement between ceding insurer and captive must be approved by ceding insurer's domiciliary state Reinsurance trust must be established and must comply with ceding insurer's domiciliary requirements Investment guidelines must be established to manage funds inside and outside Reinsurance trust Letter of Credit must comply with ceding insurers domiciliary requirements, although a recent trend in Non-recourse letter of credit transactions has been to utilize conditional letters of credit, which do not necessarily comply with such requirements 6 Dewey & LeBoeuf | 10 Regulatory Issues Order of Draws on Letters of Credit Conditions to Draws on Letters of Credit Primary/Joint Liability of the Captive Reinsurer Pledge of Assets of the Captive or the Cedant Physical Segregation of Funds Withheld Mark-to-Model Collateral Posting Permitted Practices Letters of Credit as Capital of the Captive Trust Assets as Capital of the Captive Parental Guarantees as Capital of the Captive Dewey & LeBoeuf | 11 Limited Purpose Subsidiary Laws 7 Dewey & LeBoeuf | 12 Limited Purpose Subsidiary Limited Purpose Subsidiary Laws adopted in Iowa (12/22/10), Georgia (7/1/11), Indiana (4/6/11) and Texas (6/17/11). All are very similar and based on the original Iowa model An LPS is similar to a captive insurance company in most ways, and is organized via an application, which includes, among other items, a plan of operation, pro forma financial statements and a model of the proposed book of business to be reinsured, the same as would be required to form a special purpose financial captive in Vermont or South Carolina An LPS must be wholly-owned by the organizing life insurer An LPS is required to maintain a minimum amount of capital ($2.5 million in Iowa, plus any additional amount of capital as prescribed by the Commissioner) Dewey & LeBoeuf | 13 Limited Purpose Subsidiary (contd) An LPS may: i. Reinsure life risks of a parent or affiliate (except in Georgia, where it may reinsurer only the risks of the direct parent) ii. Issue debt securities (like surplus notes) and access financial markets to support its capital iii. Count as admitted assets on its statutory financial statements proceeds from a securitization, letters of credit, parental guaranties and other assets approved by the state insurance department iv. Retrocede its risks to third-party reinsurers if permitted by the Commissioner v. Pay dividends to its parent so long as its prescribed minimum capital and surplus amounts are not breached 8 Dewey & LeBoeuf | 14 Limited Purpose Subsidiary (contd) The statutory right to count letters of credit and parental guaranties as capital is a major development in the ability to finance Triple X reserves The laws expressly provide that a debt security issued by an LPS will not be considered an insurance product and that investors holding such securities will not be deemed to be engaging in the business of insurance, which clarifies a long-running concern in the insurance- linked securities market Dewey & LeBoeuf | 15 Offices Worldwide Dewey & LeBoeuf LLP 1 Whats New in Reserve Financing for Life Products Robert Meehan Hannover Life Re SOA Valuation Actuary Symposium September 2011 Reserve Financing Introduction 1 Financial Solutions Landscape Structured Reinsurance vs. Capital Markets Whats New? Current Structured Reinsurance Solutions Agenda 2 Bank Loan: Payback - Guaranteed Cost - Credit Rating Monetization: Payback - Secured Cost - <Full Sale RBC Support: Payback - Heavily Secured Cost - Credit Rating+/- Trust Preferred: Payback - Unsecured Cost - Credit Rating++ Debt Issuance: Payback - Unsecured Cost - Credit Rating + XXX Securitization: Payback-Heavily Secured Cost - Min Size of 250M collateral need Surplus Note: Payback - Contingent on Regulatory Approval Cost - Credit Rating Surplus Relief: Payback - Secured Cost - Credit Rating+ DEBT EQUITY Coinsurance: Payback - Underwritten cash flows Cost - Full Sale +/- Equity Issue: Payback - Unsecured Cost - Full Sale Financial Solutions Landscape Examples Mortality Hedge: Payback - Extremely Secured Cost - <<Credit Rating Reserve Financing 2 Reserve Financing Modified coinsurance or coinsurance structure on newly written business New Business Cash Financing Often modified coinsurance or funds withheld coinsurance where assets reside with original cedant Inforce Block Cash Financing Structured reinsurance using both coinsurance and modified coinsurance or yearly renewable term (YRT) to reduce / eliminate cash transfer at inception New Business Non- cash Financing Often referred to as Surplus Relief or EV Securitizations. Takes many forms structurally but in most cases accelerates a portion of the future statutory cash flow Inforce Block Non-cash Financing Modified coinsurance or funds held coinsurance generally placed without an explicit up-front ceding commission Solvency Capital Relief Bank structured financing combined with reinsurance protections in a tax-advantaged solution for the ceding company Hybrid Reinsurance 3 Structured Reinsurance Transaction Types 3 Reserve Financing Structured Reinsurance Capital Markets Larger Sizes Capped Exposure Tax Advantaged Capital Advantaged Operating Leverage Non-Recourse Bias No 3 rd Party Actuarial Review Licensing = Rogue Draws 4 Life / Health Financing Market Reinsurance vs. Capital Markets Structured Reinsurance Capital Markets Reserve Financing 5 Life / Health Financing Market Reinsurance vs. Capital Markets 4 Reserve Financing Structured Reinsurance Capital Markets Larger Sizes Capped Exposure Tax Advantaged Capital Advantaged Operating Leverage Non-Recourse Bias New Business Long Tenors 6 Life / Health Financing Market Reinsurance vs. Capital Markets Reserve Financing Traditional stop-loss wrapped with collateralization allowing for capital credit Most easily compared with SPV-issued senior debt funding Collateralized Stop-Loss Notional principal contracts used to transfer remaining mortality risk in XXX and structured credit facilities for life issuers Matched basis risk provides hedge treatment and capital efficiency Mortality Hedges Combined with novation rights to a licensed reinsurer, hedges allow for non- contingent LC issuance with mitigated rogue regulator risk Mortality Hedges with Novation Protection Next generation in reserve financing Maximum efficiency in financing cost and risk transfer Swap-Backed Synthetic LCs Structured Reinsurance Post-Crisis Developments 7 5 Reserve Financing Ceding Company 3 rd Party Reinsurer STOP-LOSS STRUCTURE Coinsurance Agreement Easy to execute Can be used on either new business or existing business Collateralization of notional protection can provide capital benefit in certain situations Experience Refund Captive Reinsurer Structured Reinsurance Stop-Loss Approach 8 Reserve Financing Ceding Company 3 rd Party Reinsurer BANK FINANCING SUPPORT Coinsurance Agreement Bank agreement can be new or existing Generally limited by credit provider to inforce business only Swap contract protects credit provider and provides capital relief Experience Refund Captive Reinsurer C o l l a t e r a l F e e s Credit Provider Swap Premium Hedge Protection Structured Reinsurance Reinsurance Hedge Protection 9 6 Reserve Financing Ceding Company 3 rd Party Reinsurer BANK FINANCING SUPPORT Coinsurance Agreement Novation Protection can be added to enhance credit provider risk protection against rogue draws Much more complicated structure with higher capitalization needed Allows financing to be non-contingent Experience Refund Captive Reinsurer C o l l a t e r a l F e e s Credit Provider Swap Premium Hedge Protection Structured Reinsurance Reinsurance Hedge Protection 10 Reserve Financing Ceding Company 3 rd Party Reinsurer BANK FINANCING SUPPORT Upon an uncured breach, business novates to reinsurer Bank is made whole and exits structure Bank and Captive make payment of required assets to Reinsurer and converts agreement to traditional reinsurance Captive Reinsurer Make-Whole Payment Credit Provider Make-Whole Payment Structured Reinsurance Reinsurance Hedge Protection 11 7 u Longer tenors (durations) 12+ years for XXX 20 years for AXXX u AXXX No-lapse guarantee rider approach Traditional coinsurance u New business financing Reinsurance support to credit providers allowing for inclusion of new business into existing XXX/AXXX facilities u Will funded solutions come back? Rate environment issues Spreads Market liquidity u Reinsurers / Banks / ILS Funds Value added = f(size, tenor, risk appetite) Reserve Financing On the Horizon ... Whats New? Discussion Topics 12 Thank you! 1 EVALUATING OPERATING DEBT USED BY LIFE INSURANCE COMPANIES SEPTEMBER 13, 2011 ANN PERRY, VICE PRESIDENT SENIOR CREDIT OFFICER 2011 Valuation Actuary Symposium Session 39PD 2 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Agenda 1. Operating Debt Framework - Criteria 2. Financing XXX/AXXX Reserves 3. Letters of Credit 4. Financial Metrics 2 3 EVALUATING OPERATING DEBT, SEPTEMBER-2011 OPERATING DEBT FRAMEWORK - CRITERIA 1 4 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Operating Debt Framework Operating debt not part of capital structure Self supporting repayments not dependent on enterprises other resources Self liquidating As a result, operating debt imposes lower burden on enterprise than financial debt 3 5 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Asset Liability Management Assets and liabilities well matched Duration mismatch limited to +/- 6 months More cash matched as maturity approaches Minimal refinance risk/ pricing step-up risk small (<100bp) 6 EVALUATING OPERATING DEBT, SEPTEMBER-2011 FINANCING XXX/AXXX RESERVES 2 4 7 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Financing XXX/AXXX Reserves Term of debt should be matched to trust assets The term of debt may be less than peak level and/or runoff of reserves Longer term financing solution may be required when debt matures If debt matures within 3 years analysis includes stress scenarios Impact on capital adequacy and financial flexibility Reserves back onto ceding companys balance sheet 8 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Asset Quality Asset risk must be low Investment grade with average A3 Well diversified - no material concentration in any sector No security >1% of assets (excluding Aaa-rated government securities) 10 largest securities not > 5% of total assets Liquid 144a or publicly traded Stable cash flows Minimal market volatility 5 9 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Operating Debt Forms a Closed System Debt, assets and related capital segregated from other enterprise activities For XXX/AXXX transactions, legal segregation Stable and predictable cash flows Substantial capital cushion based on conservative assumptions Support from rest of enterprise not needed or expected 10 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Capital Operating debt should not leverage enterprises overall capital Extremely unlikely possibility of losses Adequate capital must be established upfront even for stress scenarios If capital is underestimated by 10% or more operating debt reclassified to financial debt 6 11 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Collateral Posting If collateral posting required, debt may not be eligible for operating debt treatment Evaluations made at transaction inception CDS spread triggers problematic Collateral posting requirements incorporated into companys liquidity analysis 12 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Other Considerations Operating debt must be issued closely (within 6 months) to acquisition of associated assets Policyholder obligations not generally classified as debt Recourse transactions only (analytically determined) 7 13 EVALUATING OPERATING DEBT, SEPTEMBER-2011 LETTERS OF CREDIT 3 14 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Letters of Credit LOCs funding capital are treated as financial debt However, LOCs associated with remote risks (including XXX/AXXX) analyzed for liquidity and capital adequacy not leverage and coverage 8 15 EVALUATING OPERATING DEBT, SEPTEMBER-2011 FINANCIAL METRICS 4 16 EVALUATING OPERATING DEBT, SEPTEMBER-2011 Financial Metrics Leverage Ratios Total leverage all debt included Operating debt excluded from financial leverage ratio - benefit capped at 10 percentage points Equity supporting operating debt deducted for financial leverage Coverage Ratios Operating debt interest excluded from earnings coverage earnings related to operating debt also excluded from EBIT Analytically we may look at total coverage 9 17 EVALUATING OPERATING DEBT, SEPTEMBER-2011 7 WORLD TRADE CENTER 250 GREENWICH STREET NEW YORK, NY 10007 18 EVALUATING OPERATING DEBT, SEPTEMBER-2011 2011 Moodys Investors Service, Inc. and/or its licensors and affiliates (collectively, MOODYS). 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Session 39PD 2011 Valuation Actuary Symposium Presented by Alan Routhenstein, FSA, MAAA (Alan.Routhenstein@Milliman.com) September 13, 2011 2 First, lets meet the panelists Ann Perry, Vice President Senior Credit Officer Moodys Investor Service Scott Avitabile, Esq, Partner Dewey & LeBoeuf LLP Rob Meehan, FIA, VP, Pricing - Financial Solutions Hannover Life Re 2 September 21, 2011 [Enter presentation title in footer] Copyright 2007 3 Our organizational plan for this session is: 1. Consulting Actuary Perspective (Alan) 2. Rating Agency Perspective (Ann) 3. Law Firm Perspective (Scott) 4. Reinsurer Perspective (Rob) 5. Questions & Answers (Audience) 4 Consulting Actuary Perspective Why do many insurers and reinsurers use reserve financing? Financing transactions publicized in the last 18 months Common forms of life reserve financing transactions Recent developments in life reserve financing 3 September 21, 2011 [Enter presentation title in footer] Copyright 2007 5 Why do most large stock life insurers and reinsurers use reserve financing? Most competitors price term life and universal life assuming debt-like financing costs for excess reserves Reserve financing frees up surplus that can be reinvested in other products or used to improve RBC ratios Reserve financing, when properly structured, can improve a companys financial flexibility 6 Insurers have considered reserve & capital financing in a broad variety of forms Structured reinsurance Letters of credit (LOCs) Funded solutions involving captive surplus note issuance Other forms of collateral acceptable to the cedants regulator 4 September 21, 2011 [Enter presentation title in footer] Copyright 2007 7 Consulting Actuary Perspective Why do many insurers and reinsurers use reserve financing? Financing transactions publicized in the last 18 months Common forms of life reserve financing transactions Recent developments in life reserve financing 8 At least 13 reserve or EV financing deals have been disclosed in the last 18 months Disclosure or Announce- ment Date Protection Buyer or Insurance Group Issuer of Financing Disclosed Description of Subject Business Disclosed Maturity of Transaction LOC Funding Unclear or Other Forms of Collateral Lead Financing Provider or Risk Taker 6/6/2011 Atlanticlux unit linked life EV 10y EUR 60 PartnerRe 5/24/2011 Lincoln XXX 12y $925 Credit Suisse 4/19/2011 Ohio National XXX & AXXX 20y $250 sr. debt investors 4/6/2011 Old Mutual XXX &/or AXXX N / A N / A Nomura 3/30/2011 MetLife XXX & AXXX 10y $350 Credit Agricole 1/24/2011 ING XXX 8y $615 CS, HLR 12/21/2010 RGA XXX 10y ext to 20y $300 Nomura 12/10/2010 Protective XXX 12y $790 UBS 7/13/2010 Aviva XXX & AXXX "long term" $325 Credit Agricole 6/15/2010 Lincoln AXXX 30y $500 sr. debt investors 5/4/2010 Mutual of Omaha XXX 7y $150 Credit Agricole 4/29/2010 Protective XXX 8y $610 UBS 3/1/2010 Hannover Re life & health 30y $500 Deutsche Bank 5 September 21, 2011 [Enter presentation title in footer] Copyright 2007 9 Consulting Actuary Perspective Why do many insurers and reinsurers use reserve financing? Financing transactions publicized in the last 18 months Common forms of life reserve financing transactions Recent developments in life reserve financing 10 Non-recourse LOC financing has only a few boxes and arrows. It became popular in 2010 Some banks have additional features (with extra boxes an arrows) to provide a parent guarantee relating to the payment of LOC Fees, investment performance and/or non-guaranteed elements (for AXXX transactions) Bank Captive Reinsurer Reinsurance Premiums Reinsurance Claims Life Insurer or Professional Reinsurer LOC Fees Cash Drawn on LOC if needed 6 September 21, 2011 [Enter presentation title in footer] Copyright 2007 11 Deal model based recourse LOC financing requires a comprehensive parent guarantee In addition to an obligation to reimburse amounts drawn, the guarantor might be required upon certain adverse events to post collateral or contribute additional capital to the captive Bank Captive Reinsurer Reinsurance Premiums Reinsurance Claims Cash Drawn on LOC if needed Holding company Reimbursement obligation Life Insurer or Professional Reinsurer LOC Fees 12 An internal funded solution usually involves a reserve credit trust holding invested assets Senior Debt Investors Captive Reinsurer Reinsurance Premiums Reinsurance Claims Surplus Note proceeds Reserve Credit Trust Ceding company is beneficiary Life Insurer or Professional Reinsurer Holding company Senior debt interest & principal Sr debt proceeds Surplus Note interest & principal Surplus Note proceeds Investment income 7 September 21, 2011 [Enter presentation title in footer] Copyright 2007 13 A recourse funded solution is usually guaranteed by the holding company In a diagram for a non- recourse funded solution, the Holding Company box and arrow would be deleted Surplus Note Investor(s) Captive Reinsurer Reinsurance Premiums Reinsurance Claims Surplus Note proceeds Reserve Credit Trust Ceding company is beneficiary Life Insurer or Professional Reinsurer Holding company Guarantee Surplus Note interest & principal Surplus Note proceeds Investment income 14 A wrapped funded solution usually involves an SPV and a financial guarantor SPV Captive Reinsurer Reinsurance Premiums Reinsurance Claims ` Surplus Note proceeds Reserve Credit Trust Ceding company is beneficiary Life Insurer or Professional Reinsurer Financial Guarantor Guarantee of interest & principal Surplus Note interest & principal Surplus Note proceeds Investment income Debt Investor(s) Debt interest & principal Pro- ceeds Guarantor Fee 8 September 21, 2011 [Enter presentation title in footer] Copyright 2007 15 Consulting Actuary Perspective Why do many insurers and reinsurers use reserve financing? Financing transactions publicized in the last 18 months Common forms of life reserve financing transactions Recent developments in life reserve financing 16 We have seen key rating agency & regulatory developments over the last 18 months Moodys issued operating debt guidance in May 2011. Fitch issued Insurance-Linked Securities (ILS) criteria in August 2011. Dodd-Frank Act is a 2010 federal statute that restricts extra-territorial state reinsurance regulation. Limited Purpose Subsidiary (LPS) laws in IA, IN, GA and TX permit a parent guarantee as a form of financing. 9 September 21, 2011 [Enter presentation title in footer] Copyright 2007 17 There have been of other ILS market developments over the last 18 months Mutual insurers: Mutual of Omaha became the first mutual for which LOC financing has been publicized. Financing providers: More banks offer solutions. Some banks prefer non-recourse solutions. More banks offer AXXX LOCs. Other forms of collateral: Many LOCs have provisions that dont meet the strict NAIC definition of LOC. Other innovative structures are being marketed. Reinsurer participation: Professional reinsurers are involved in many non-recourse transactions.