Life, Pensions & Longevity Risk

CMS Cameron McKenna’s team

2011 ...‘very quick to respond, and more proactive than most other ﬁ rms’.

Legal 500

Introduction 3 CMS 4 Life, Pensions & Longevity Risk team 5 Distinct approach 6 Experience and credentials 7 Key contacts 9 Introduction

The longevity and pensions risk transfer market has seen substantial innovation and expansion in recent years, driving ever closer convergence between the insurance and capital markets.

In a market requiring high degrees of specialism across a range of disciplines, in which complex transactions are often required to be executed in tight timeframes, our Life, Pensions & Longevity Risk team:

— brings together leading specialists in derivatives and structured products, insurance and reinsurance, pensions and ﬁ nancial services regulatory

— offers clients market-leading experience across the full spectrum of de-risking and risk transfer solutions

—has a track record of delivery on high-proﬁ le and innovative matters which is second to none

— is committed to a relationship-driven approach, focussed on providing real value, every time we are instructed.

Drawing on in-depth knowledge of the market and its participants, the Life, Pensions & Longevity Risk Team advises on:

— pension buy-ins and buy-outs

— longevity swaps (insurance-based and derivatives)

— longevity and bulk annuity reinsurances

— ‘Fronting’ arrangements using captives

—Transformer structures

— Index-linked notes and other capital markets products.

This guide gives further details of our services and credentials, together with contact information for key individuals. Please feel free to contact any of us if you would like to discuss how we may be able to help.

3 Aberdeen

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Beijing

CMS Cameron McKenna LLP is a full service law ﬁ rm based in London with market-leading practices providing services to public and private sector organisations. We currently have over 130 partners and more than 700 other fee-earners.

CMS Cameron McKenna is also part of CMS, a leading global legal services provider covering 30 jurisdictions with 55 ofﬁ ces in Western and Central Europe and beyond.

Our clients say that what makes CMS special is a combination of three things:

— Strong, trusted client relationships

— High quality advice

— Industry specialisation

We have a particular focus on the ﬁ nancial services sector, undertaking a full range of transactional and advisory work for banks, insurers, reinsurers and other major ﬁ nancial institutions.

With a reputation for innovation, we believe that CMS is the fi rst European law fi rm to establish a team specifi cally focussed on the needs of the life, pensions and longevity risk transfer market.

Mike Munro and James Parker are ‘well regarded for longevity transactions, pensions and security/collateral arrangements’ and described as ‘commercial, contactable, and personable’.

Legal 500

4 | Life, Pensions & Longevity Risk team Life, Pensions & Longevity Risk team

Our multi-disciplinary Life, Pensions & Longevity Risk team draws on the expertise and resources of lawyers across a number of key CMS practice areas – each of which is acknowledged as a market-leader in its own right.

FS Regulatory Pensions

LP&LRT

Derivatives and Insurance Structured Products

Reinsurance

Derivatives and structured products Pensions

Described as ‘very quick to respond, and more proactive We have one of the largest specialist pensions teams in the than most other fi rms’, our derivatives and structured UK which is top-ranked in the main legal directories. We are products team is praised for ‘thinking outside the box’ and recognised in the industry as one of the strongest, with the being ‘highly knowledgeable, experienced and great value’. Legal 500 commenting that CMS ‘fi elds outstanding pensions lawyers’. Insurance and reinsurance Financial services regulatory We have one of the largest specialist Insurance and Reinsurance teams in Europe and are consistently ranked One of the few fi rms to have a team dedicated to advising among the top legal practices by both Chambers and the fi nancial institutions on the full range of their regulatory Legal 500. Mike Munro and James Parker are ‘well requirements, our regulatory team is one of the largest in regarded for longevity transactions, pensions and security/ the City and was one of the fi rst to be established. Legal collateral arrangements’ and described as ‘commercial, 500 recommend team head Paul Edmondson and the contactable, and personable’. ‘excellent’ Simon Morris who ‘has his fi nger on the FSA pulse. Unlike other practitioners in his fi eld, he gives you legal advice, not a regurgitation of what the rules say’.

5 Distinct approach

Client service

With an established track record of delivery on complex and innovative transactions within tight timescales, we aim to provide an approach to client service which is distinguished by: — the degree of Partner involvement and availability — the responsiveness and quality of our advice — the commerciality of our approach – based on exceptional market focus, knowledge and experience —the ﬂ exibility and transparency of our approach to pricing.

Relationship driven

We are client driven. We invest in our clients for the long-term, devoting time and resource to ensure we know our clients’ people and business, and to sharing and building knowledge through bespoke training and workshops.

Value for money

Value for money is not just about hourly rates but also about the efﬁ ciency, effectiveness and standard of the service provided. Our experience, good relationship management and concise, practical approach to advice mean that we can deliver real value for money legal services.

Managing costs

An important part of our commitment to building long-term relationships is our commitment on legal costs. We are happy to be completely transparent and will provide you with any information you would ﬁ nd useful about our costs, down to the daily time records on which our time costs are based. This approach, together with our efﬁ cient service means it is vary rare for clients to query our fees.

6 | Life, Pensions & Longevity Risk team Experience and credentials

The combined experience of our Life, Pensions & Longevity Risk team is second-to-none.

Matters and transactions on which team members have acted include:

Pension buy-ins and buy-outs

— The Trustees of the Food from Britain pension scheme, the ﬁ rst buy-out of a pseudo public-sector scheme (this work won the pensions team a nomination as ‘Commercial Team of the Year’ in the British Legal Awards 2009). — Pension Insurance Corporation on the buy-in/buy-out of the Alitalia Pension Scheme during its PPF assessment and Honda Racing Section of the Honda Pension Scheme. — MetLife on the Vivendi buy-out. —The employer on the £450 million Delta pensioner buy-out with Pension Insurance Corporation. — The Trustees of the Aon Bain Hogg Pension Scheme on a pensioner buy-in with MetLife. — A specialist UK insurer on the development of its security / collateral offering for pension buy-in transactions. — A UK insurer with the development of its standard form pension buy-in product.

Longevity only insurance and capital markets solutions

— Abbey Life Assurance Company Limited on the development, documentation and execution of a £3 billion collateralised longevity insurance transaction with the Trustees of the BMW UK Pension Scheme. — A pension scheme on the negotiation of an index-linked longevity swap (in derivative form) covering deferred scheme members with a major international investment bank. — A major investment bank on the development of hybrid longevity only risk transfer products.

Longevity only reinsurance

— Abbey Life Assurance Company Limited on the purchase of collateralised, syndicated longevity only reinsurances in respect of risks relating to £3 billion BMW UK Pension Scheme. — Abbey Life Assurance Company Limited on the purchase of collateralised, syndicated longevity only reinsurance from two reinsurers in respect of risks associated with its £1.6 billion portfolio of in-payment annuities. — Pension Insurance Corporation on the purchase of collateralised longevity only reinsurance relating to a £500 million pension scheme buy-in.

7 — A specialist UK pension insurer on the development, documentation and execution of a longevity- only ‘tail risk’ reinsurance and associated security and collateral arrangements. — A UK insurer and its captive reinsurer on the purchase of longevity-only reinsurance specifi c to three underlying pension scheme buy-ins, and associated security and collateral arrangements. — A new entrant in the longevity reinsurance market on the development of its standard product and associated security offering. — A major fi nancial services company on the structuring of collateral and security arrangements to support longevity reinsurance of segregated calls in the content of transformer structures. — A major continental reinsurer in connection with the provision of collateralised reinsurance to a call of the Bermuda-based captive (re)insurance company of a major investment bank in respect of £2 billion underlying defi ned benefi t pension risk.

Index-related matters

— The Life and Longevity Markets Association (LLMA) on the transfer to the LLMA of the JP Morgan LifeMetrics Index. — Various clients including Deutsche Bank AG, London on proprietary indices in various asset classes including in relation to rates, commodities and emerging markets. — Numerous Index-linked structured products including deposits, notes and certiﬁ cates.

‘Fronting’ arrangements

— The trustees on a multi-national buy-in fronting arrangement using a captive reinsurer within the employer group.

Bulk annuity ‘backbook’ transactions

— Prudential on its acquisition of Royal London’s £1.6 billion non-profi t annuity portfolio by way of reinsurance and Part VII. — Equitable Life on its £4.6 billion disposal of its non-profi t annuity portfolio to Canada Life by way of reinsurance and Part VII. — Winterthur Life on the £400 million reinsurance of its non-profi t annuity portfolio to Canada Life. — Prudential on its £140 million acquisition of Save & Prosper’s non-profi t annuity portfolio by way of reinsurance and Part VII.

8 | Life, Pensions & Longevity Risk team Key contacts

Derivatives & Structured Products

Will Dibble Jason Harding Partner, Financial Services and Products group Partner, Financial Services and Products group T +44 (0)20 7367 3378 T +44 (0)20 7367 3138 E [email protected] E [email protected]

Will Dibble is a partner in the Financial Services and Products Jason Harding is a partner in the Financial Services and group and advises a large number of fi nancial institutions on Products group and acts for a wide range of fi nancial a wide range of debt capital markets, derivatives and institutions and corporates in all areas of debt capital structured products. Will’s principal areas of expertise include markets, including Eurobonds, securitisations, high-yield advising in relation to securitised derivatives and credit, equity bonds, project bonds, structured fi nance, CDOs and and fund linked derivatives. His clients include Deutsche derivatives. His clients include Goldman Sachs, HSBC, Bank, JPMorgan Chase and Lloyds Banking Group. Allied Irish Banks, Lloyds Banking Group and National Australia Bank.

Insurance & Reinsurance

Mike Munro James Parker Partner, Financial Services and Products group Partner, Financial Services and Products group T +44 (0)20 7367 3315 T +44 (0)20 7367 3316 E [email protected] E [email protected]

Mike Munro is a Partner in ourFinancial Services and Products James is a Partner in our Financial Services and Products group. group, specialising in complex insurance, reinsurance and alternative risk transfer. His practice spans domestic and international corporate, insurance and reinsurance transactions. James has particular He works with a diverse range of clients (including major (re) experience in the life, pensions and annuities markets, having insurers, ﬁ nancial institutions, captives and professional advised on a broad spectrum of de-risking and risk transfer advisors) involved in the international risk transfer markets, solutions including longevity insurances and swaps, pension covering both life and general business. In recent years, Mike, buy-ins, longevity reinsurances and large-scale bulk annuity alongside James Parker, has led teams on numerous “backbook” reinsurance transactions. Together with Mike transactions in the longevity and pensions risk transfer arena, Munro, James has acted on some of the largest insurance with a particular emphasis on collateralised (re)insurance and reinsurance transactions in the pensions and annuity risk transactions and structures. transfer market.

He is recommended as a leader in Legal 500 2010, and in He is recommended as a leader in Legal 500 2010. Euromoney’s “Guide to the World’s Leading Insurance and Reinsurance Lawyers.”

9 Pensions

Mark Atkinson Pete Coyne Partner, Pensions Partner, Pensions T +44 (0)20 7367 2184 T +44 (0)20 7367 2748 E [email protected] E [email protected]

Mark is a partner in our Pensions team. Pete is a Partner in our Pensions team.

He works with a wide range of clients in relation to all He advises product providers, trustees and employers on a aspects of pensions including buy-ins and buy-outs and the wide range of pensions issues including buy-ins/buy-outs, pensions aspects of insurance and reinsurance structures. His benefi t restructuring and liability management. His clients clients include Coca Cola, BAA, Booker and Royal Mail. include Pension Corporation, General Electric, Brit Insurance and INVISTA. Mark is named in fi rst tier of leading specialists in the pensions fi eld (‘energetic client man’) and pensions litigation Pete is a member of the Association of Pension Lawyers’ fi eld (‘keen as mustard and extremely clever’) in Chambers Legislative & Parliamentary Committee. Guide to the Legal Profession and The Legal 500. He is immersed in pension law developments as immediate past chair of the Association of Pension Lawyers’ Legislative & Parliamentary committee and was recently voted onto the APL’s Main Committee.

CMS ‘ﬁ elds outstanding pensions lawyers’. Legal 500

10 | Life, Pensions & Longevity Risk team Legal 500 recommend team head Paul Edmondson and the ‘excellent’ Simon Morris who ‘has his ﬁ nger on the FSA pulse. Unlike other practitioners in his ﬁ eld, he gives you legal advice, not a regurgitation of what the rules say’.

Legal 500

FS Regulatory

Paul Edmondson Simon Morris Partner, Financial Services and Products group Partner, Financial Services and Products group T +44 (0)20 7367 2877 T +44 (0)20 7367 2702 E [email protected] E [email protected]

Paul heads the fi rm’s Financial Services and Products group. Simon is a member of the fi rm’s Financial Services and He advises fi nancial institutions on a range of regulatory and Products group and specialises in advising fi nancial services related commercial issues. Clients include banks, insurers (life institutions on commercial and regulatory matters. Simon has and non-life), fund managers, broker-dealers, insurance acted on a number of acquisitions and product launches, and intermediaries and trade associations. Paul is the author of has represented over 250 fi rms in regulatory and disciplinary the insurance regulation chapter in the Oxford University proceedings. Press publication, ‘Financial Services Law’. Simon is author of Financial Services: Regulating Investment Business, and is a member of the City of London Law Society Financial Services Sub-Committee. He was also one of the advisers to HM Opposition on the Financial Services and Markets Act. Simon was named as the Best Regulatory Lawyer of 2008 at Complinet’s Fourth Annual Compliance Awards in January 2008.

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