Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 





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Practice/Industry Group Overview

When insurance companies seek capital solutions, they turn to Sutherland for advice that helps them craft and execute cost-effective transactions.

Insurance companies confront myriad regulatory, tax, accounting and structuring considerations when they look for financing solutions, so they need lawyers with a broad range of experience and deep industry knowledge. Sutherland attorneys have spent decades helping insurance companies open new markets and pursue new opportunities.

Sutherland’s Insurance Finance practice advises clients on complex transactions that enable them to improve liquidity, strengthen capital, manage risks and expand businesses. Sutherland’s multidisciplinary approach allows us to draw on finance, insurance, reinsurance, securities, commodities and tax experience to help insurance companies find the best financing solutions.

Our understanding of the insurance business encompasses operations, regulations, taxation and the industry market. Sutherland guides insurance companies through XXX and AXXX transactions in the United States and overseas. We handle captives and funds, equity offerings, securitizations and insurance-linked securities, catastrophe (CAT) bonds and extreme mortality bonds, equity-linked products and private placements, debt offerings, premium financing, investment grade bonds and hybrids, derivatives and industry loss warranties, BOLI, COLI, bespoke insurance coverage, all forms of reinsurance, surplus notes and securities backed by funding agreements and distressed debt trading and restructuring. We develop solutions that allow insurance companies to manage tactical day-to-day issues as well as implement strategic, long-term plans.

Why Sutherland
Experience. Our team draws on decades of practice in insurance, reinsurance, securities offerings, M&A, lending, distribution, corporate governance, derivatives, securitizations, commodities, funds, product design, tax and other essential areas to help insurance companies get access to capital.

Focus. Financing is complicated in a regulated industry. Our focus in the insurance sector and thorough understanding, particularly in insurance and reinsurance regulation and insurance tax, enable us to develop sophisticated financing options to secure needed capital efficiently.

Mitigating regulatory strains. Regulation XXX and AG 38 add reserve strains to life insurance companies, and our attorneys know how to evaluate and implement strategies to moderate these effects.

Strong securities background. Insurance companies often look to raise funds through registered and unregistered securities. Our team is intimately familiar with the implications of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940.

International connections. Our attorneys design and implement captives and other financing vehicles for insurers domiciled domestically and outside of the United States, including those established in Ireland, Bermuda, the Cayman Islands and the Isle of Man. We have established relationships with leading law firms in these countries that allow us to provide comprehensive advice to clients and help develop sophisticated and diverse insurance programs.

Refined understanding of swaps and derivatives. We are particularly well versed in the use of derivatives, which pose unique regulatory challenges.

Private placement financings. Our attorneys have exceptional knowledge of private placement financings.

Scalability. Our team has the ability to handle transactions of any size. We handle a wide range of transactions of varying strategic importance.

Nuts and Bolts
As part of the firm’s financial services industry practice, we represent insurance and other financial services companies in a wide variety of financing transactions.

  • Equity offerings
  • Insurance-linked securities (ILS)
  • Catastrophe (CAT) bonds and extreme mortality bonds
  • Equity-linked products and private placements
  • Investment grade bonds and hybrids
  • Regulation XXX and AG 38
    • Short-term and long-term reinsurance letters of credit, surplus note issuances and synthetic structures
       
  • Surplus notes for mutual and stock insurance companies
    • Securities and Exchange Commission Rule 144A
       
  • Derivatives and industry loss warranties
    • Credit default swaps
    • Interest rate swaps
    • Foreign exchange swaps
    • Equity derivatives and total return swaps
    • Swaps of natural catastrophe risk, weather risk, mortality/longevity tied to pools of lives, payments tied to mortality indices and industry loss warranty programs
       
  • Securities backed by funding agreements
  • Offshore vehicles
  • Commercial paper programs
  • Insurance-backed obligations
  • Unsecured notes and general debt obligations
  • Asset-backed securities
  • Captives and funds
  • Premium finance
  • BOLI/COLI/Stable Value
  • Bespoke insurance coverage
    • Variable life insurance and annuity products
    • Coverage for carbon trading risks, representation and warranty risks, tax risks, novel political risks and unusual errors and omissions risks
       
  • Distressed debt trading and restructuring

Take Action
Sutherland’s Insurance Finance Practice can open doors and find solutions that allow insurance companies to gain stronger financial footing and expand into new markets.

Selected Experience
Sutherland represents a large life insurer in financings worth more than $6 billion.
Sutherland counseled a large life insurer in a variety of XXX and AXXX reserve transactions.

Sutherland advises large annuity writer on variable annuities with guaranteed living benefits.
Sutherland represented a large annuity writer in establishing facilities to manage its guaranteed living benefits liabilities.


 
 
Articles Authored by Lawyers at this office:

Impact of International Tax Reform Proposals on U.S. Insurance Companies
Dennis L. Allen,Thomas A. Gick,Jerome B. Libin,Jeffrey H. Mace,Michael R. Miles, November 27, 2013
On November 19, retiring Senate Finance Committee Chairman Max Baucus (D-Mont.) released a “Discussion Draft” setting forth his international tax reform proposals. Of note, the Discussion Draft includes several proposals that target the international operations of U.S. insurance...

IRS Issues Draft FATCA FFI Agreement and Announces Positive New Rules for Insurance Companies
Dennis L. Allen,Jeffrey H. Mace,Michael R. Miles,M. Kristan Rizzolo,Carol P. Tello, November 04, 2013
On October 29, the Internal Revenue Service (IRS) issued Notice 2013-69, which includes guidance to foreign financial institutions (FFIs) entering into FFI agreements with the IRS and a draft FFI agreement. The Notice also describes some of the changes the IRS intends to make to the recently...

Florida Announces DMF Search Requirement and Date-of-Death Dormancy Trigger
, October 16, 2013
In an administrative declaratory ruling, the Florida Department of Financial Services (DFS) announced that Florida’s unclaimed property statute requires life insurers to search the Social Security Administration Death Master File (DMF) to seek out information on potential deaths of insureds. ...

California Controller’s Handbook Requires Insurers to Perform Quarterly DMF Searches
, October 14, 2013
In a recently released update to its Unclaimed Property Holder Handbook (Handbook), the California State Controller’s Office has apparently taken the position that life insurers must search the Social Security Death Master File (DMF) on a quarterly basis to determine whether they have any...

Acquisitions of Insurers by Private Equity Firms Under Heightened Regulatory Scrutiny
, September 20, 2013
In recent months, the New York Department of Financial Services (the DFS) has raised concerns over the perceived trend of private equity firms and other investment companies acquiring insurance companies, particularly those that write fixed and indexed annuity contracts.

An Ode to the Actuaries: Tax Court Concludes that Acuity’s Loss Reserves Were “Fair and Reasonable”
, September 12, 2013
On September 4, the United States Tax Court issued its opinion in Acuity v. Commissioner, T.C. Memo. 2013-209. In brief, the court concluded that Acuity’s reserves for unpaid losses and loss adjustment expenses for 2006, as used by the company in computing “losses incurred”...

Federal Insurance Issues We Are Watching During Fall 2013
, September 12, 2013
The United States Congress has returned from its summer recess. On its first full day back in session, the U.S. House of Representatives passed (by a vote of 397-6) long-stalled legislation that would fundamentally alter the U.S. system for licensing insurance producers ("NARAB II"). ...

NAIC Report: 2013 Summer National Meeting
, September 04, 2013
The National Association of Insurance Commissioners (NAIC) met in Indianapolis, Indiana, from August 24-27, 2013. Typical for the mid-year meeting, activity largely consisted of reports by various task forces and working groups on the progress of ongoing projects. The only notable new initiative is...