Mergers and Acquisitions

Question 1

Circumstances that lead to a proper fit between a seller and a buyer of a block of insurance (110)

Answer 1

1. Non-core business - the business is profitable, but is non-core to the seller and likely to be a core block for the buyer
2. High admin costs - the business is good intrinsically, but the seller is unable to meet profit targets due to high admin and marketing costs
3. Poor management - the block has poor operating results due to poor management by the seller
4. Seller’s reputation - the reputation of the seller prevents effective corrective actions (such as high rate increases)
5. Conservative reserves - the seller may have extra conservative reserves, but be unwilling to release some reserves
6. Regulatory fire sales - buying this type of business can be risky, but the buyer may be able to get a very good deal

Question 2

The role of the actuary in the M&A process (110)

Answer 2

1. Being an active member of the due diligence review team
2. Interviewing management
3. Interfacing with regulators, reinsurers, and investors
4. Acting as a general advisor to management regarding the merger and acquisition process
5. Creating an actuarial appraisal

Question 3

Code of Professional Conduct criteria for an actuary to perform appraisal services (111)

Answer 3

1. The actuary’s ability to act fairly is unimpaired
2. There has been disclosure of any conflict to all principals whose interest would be affected
3. All such principals have expressly agreed to the performance of the actuarial services by the actuary

Question 4

Steps for calculating the value of inforce business (112)

Answer 4

1. Develop a projection model - the type of model will vary based on the time allowed for the analysis and the quality of data available:
   a. Windshield appraisal model - appropriate where time is very limited and data is scarce (this will produce only a rough estimate)
   b. Intermediate detail model - these often result from a lack of detailed data
   c. Full-blown appraisal model - the preferred approach when there is appropriate time and data
2. Determine starting in force values - should reflect the impact of actions already taken
3. Create a specific set of assumptions that reflects reasonable expectations for the business
4. Perform the projection by applying the starting values and assumptions to the model

Question 5

Challenges in determining the value of an insurance company (114)

Answer 5

1. Long duration of liabilities
2. Sensitivity to interest rate fluctuations and the performance of capital markets
3. Subjective art of loss reserving
4. Cyclical nature of insurance
5. Impact of reinsurance recoverables
6. Challenges associated with non-market competitors, such as state funds
7. Varying state and sometimes federal regulations
8. Impact of statutory accounting on operational decisions
9. Influence of rating agencies

Question 6

Techniques used by investment bankers to determine the value of a company (115)

Answer 6

1. Comparable company analysis - the value of the company is estimated based on the values of a peer group of comparable companies
2. Comparable transaction analysis - the value is estimated based on results of recent insurance mergers that are similar
3. Discounted cash flow analysis - the projected cash flows and terminal values are discounted to a net present value using the WACC

Question 7

Formulas for using a discounted cash flow analysis in an actuarial appraisal (119)

Answer 7

1. An actuarial appraisal is a discounted cash flow analysis
2. Actuarial appraisal value = PV(distributable cash flows)
3. Distributable cash flow = after-tax earnings - increase in required capital
4. The discount rate is the weighted average cost of capital (WACC) from the Capital Asset Pricing Model
5. WACC = r = rD * %debt + rE * %equity, where
   rD = required after-tax return on debt
   rE = expected return on equity = rF + beta * (rM - rF)
   rF = risk-free rate of return
   beta = the risk level of a company’s stock
   rM = expected rate of return for the market as a whole
   %debt = D / (D + E)
   %equity = E / (D + E)
   D = market value of a company’s debt
   E = market value of a company’s equity

Question 8

Components of the actuarial appraisal value (116)

Answer 8

1. Adjusted book value - the net worth of the insurance company on a statutory basis, adjusted for the value of misc. items not captured elsewhere (see separate list)
2. Value of inforce business - the present value of future profits arising from business that is on the books as of the valuation date. An adjustment is included to reflect the cost of capital
3. The value of future business capacity - the present value of future profits arising from business that is expected to be written following the valuation date. An adjustment is included to reflect the cost of capital.

Question 9

Uses of an actuarial appraisal (116)

Answer 9

1. Help value the company - potential buyers will make adjustments to the actuarial appraisal based on their internal views (see separate list)
2. Form the basis for alternate accounting methods for cross-border transactions
3. Can be adjusted to calculate pro forma earnings and to establish the opening purchase GAAP balance sheet
4. Measure ongoing performance after the acquisition

Question 10

Adjustments to the actuarial appraisal made by potential buyers (111,116)

Answer 10

1. Discount rate - buyer will reflect its internal view of the appropriate discount rate
2. Experience and product management assumptions - a buyer may adjust certain assumptions based on its internal views.
3. New business values - a buyer may adjust new business values based on its view of future business capacity
4. Synergies - buyer may reflect the benefits from anticipated synergies or cost savings
5. Structure - buyer may reflect the impact on the business of the buyer’s tax and capital structure
6. Company size
7. The company’s other LOBs
8. Effectiveness in managing admin expenses
9. Marketing distribution channels
10. Ability to negotiate competitive provider reimbursement arrangements
11. Effectiveness in managing claim costs
12. Geographical location
13. Experience in merging blocks of business
14. Strategic value of purchasing the block of business

Question 11

Assumptions needed for actuarial appraisals (113,117)

Answer 11

1. Mortality - typically based on company experience compared to an industry standard
2. Morbidity - also based on company experience
3. Persistency - lapse assumptions and any shock lapses should be considered
4. Investment returns and spreads - consider expected investment returns, reinvestment rates, and interest rates credited on insurance policies
5. Operating expenses - this assumption could be based on various approaches (most commonly based on target unit expenses plus an unallocated expense)
6. Discount rate - seller typically gives a range of reasonable rates instead of a specific rate (the CAPM may be used to determine this rate)
7. Cost of required capital - the company will have an opportunity cost associated with setting aside capital to comply with required capital regulations
8. Taxes - the actuarial appraisal should reflect a deduction for federal income taxes
9. Premiums
10. Rate increases
11. Claim reserves and liabilities
12. Unearned premium reserves
13. Active life reserves
14. Commissions
15. Reinsurance

Question 12

Components of the adjusted book value (or net worth) of an insurance company (112,120)

Answer 12

1. Capital and surplus - includes statutory capital stock, contributed surplus, and retained earnings
2. Asset valuation reserve (AVR) - this liability is part of surplus and is allocated to the lines of business
3. Interest maintenance reserve (IMR) - this liability represents past interest-related capital gains not yet amortized into income
4. Deferred tax asset - the admitted portion of the statutory deferred tax asset is deducted from adjusted book value
5. Non-admitted assets - the realizable value of assets that were non-admitted for statutory purposes, if they will contribute to earnings over time
6. Surplus notes and other debt - a reduction is appropriate for any debts owed to another party
7. Mark-to-market on assets allocated to adjusted book value - this component reflects some riskier assets that are allocated to adjusted book value
8. Adjustment in the value of certain admitted assets that the user values differently than the reported statutory value
9. Adjustment in the value of certain liabilities that the user values differently than the reported statutory value (for example, claim reserves)

Question 13

Approaches for using reinsurance to sell a block of business (125)

Answer 13

1. Assumption reinsurance - contracts are transferred from the seller’s books to the buyer’s books. The policyholder must be notified, and some states require policyholder consent to transfer the policy.
2. Indemnity coinsurance - the financial interest is transferred to the buyer, but the policy stays with the seller. The policyholders do not need to be notified, but the seller remains in the middle of future transactions.
3. Modified coinsurance - similar to indemnity coinsurance, except that the assets backing the liabilities remain with the selling company

Question 14

ASOP 19 - Recommended practices for performing actuarial appraisals (136)

Answer 14

1. When setting assumptions
   a. Consider historical experience, adjusted for trend and known environmental changes
   b. Ensure that each set of assumptions used is internally consistent
   c. Consider the circumstances, needs, and strategies of the intended audience
2. Consider displaying appraisal values using several discount rates
3. Perform validation tests to determine whether the model reasonably reproduces results
4. Address the sensitives of the appraisal value to changes in key assumptions
5. Provide documentation in sufficient detail that another actuary qualified in the same practice area can evaluate the reasonableness of the work

Question 15

ASOP 19 - Items included in an actuarial appraisal report (137)

Answer 15

1. The scope of the assignment and any limitations as to the availability of the data
2. The actuary’s principal (client or employer)
3. The duty, if any, that the actuary is assuming with respect to any user of the report other than the actuary’s principal
4. A description of the intended use of the report
5. A description of the business being valued
6. The appraisal date
7. An appraisal value or range of appraisal values
8. The methodology used to develop the appraisal and the reasons for the choice of methodology
9. The projection model, the accounting basis used, and other key items included in the analysis
10. The results of the model validation
11. A discussion of the level of capital reflected in the appraisal and how this level was determined
12. The assumptions, described in sufficient detail that another actuary qualified in the same practice area could evaluate their reasonableness
13. The source of any assumption selected by someone other than the actuary
14. The extent to which taxes have been considered and on what basis
15. Any sensitivity testing results deemed material by the actuary
16. The source and extent of reliance on information supplied by others
17. Disclosures in accordance with ASOP 41 if applicable