Bermuda: Keeping Pace With A Rapid Evolution

Bermuda Finance 2018, Roundtable ILS�

Bermuda is a global leader in the ILS space—but as the pace of change quickens and buyers become more sophisticated and demanding, the domicile cannot rest on its laurels,�a group of ILS specialists agreed at a roundtable. Partner Brad Adderley participated in the roundtable, along with other industry experts.�

How would you characterise the health of the ILS sector on Bermuda?

Craig Redcliffe: We’ve seen a big uptake in insurance-linked securities (ILS) over the past number of years. If we think back just five to 10 years ago, especially in the property cat market where traditional reinsurers dominated, you’re seeing a lot of convergence capital offering reinstatement provisions and other structures within the reinsurance vehicle, such that the product is quite similar in nature to what a traditional reinsurer offers.

The inherent advantages of a traditional reinsurance product are being diminished over time but you’re also seeing a lot of traditional reinsurers now offering some form of alternative capital within the organisational structure, so having that available, and being able to appropriately allocate risk to the most efficient form of capital is a significant driver as well.

There is less and less distinction between what is a traditional reinsurer, and what is an alternative capital provider. Converging capital has had a significant impact on the market in general, and the reinsurance industry in particular.

Martin Maringi: Growth is consistent, and the structure is evolving over time. You’ve seen the market statistics in terms of new special purpose insurers (SPIs), but it’s important to look at ILS as a spectrum of insurance companies.

Depending on the business model that’s presented, they could go into one of various markets. There’s also an appetite for registrants to look at our framework, and not necessarily stick to what we commonly call SPIs, and explore other licensing classes, depending on their objectives.

Brad Adderley: Fifteen years ago Bermuda’s ILS market was sidecars, transformers, no cat bonds, nothing of that sort. SPIs were supposed to be a one-off transaction, then they became almost as typical as a commercial reinsurer. Now an SPI is just a class for reinsurers that have a share capital. of $1.

Through competition and development, more of our clients have moved from SPIs to become commercial reinsurers, despite these typically having higher running costs, higher regulation, and more corporate governance. I’m going to call it reverse osmosis, which is that instead of the traditional market going into ILS, we now have ILS going to the traditional market.

People who are about to do collateralised business are saying ‘I’m happy to do ILS, I’m happy to fully fund a business, but now I want to start writing more reinsurance business’, meaning ‘I’m going to retain risk, wouldn’t that be fully funded?’. From there I can get a rating, and my rating now could be higher than that of a traditional commercial reinsurer.

Andrew Hughes: The ILS industry is having discussions with the BMA about updating guidelines and regulations around SPIs. Our structures at Hiscox are seemingly quite novel compared to the structures originally contemplated by the guidelines from 2009. They describe exactly what Brad was talking about—single shot transactions. What we’re doing is something very different.

The BMA is saying, ‘2009 is when we first looked at these, now we have to update and see how these vehicles are being used in the market’.

Investors now are looking at wider classes of reinsurance; looking at the benefits of leverage and better capital efficiency is one of the big things, and you can’t get that with certain structures. You can access more of the market with a rated balance sheet, so let’s stop playing in the specific area where the collateralised markets are, we can play more broadly if we have a rating and a balance sheet.

We do use traditional SPIs, but we access the market through Hiscox’s balance sheets so we’re merging the best of both worlds.

Adderley: If you have a collateralised vehicle with say 120 transactions a year, it’s more than possible, but just imagine what the trust administration costs must be! But if I write the business from my balance sheet, I’ll attempt to go through the credit approval process, and no longer have to form these trust accounts.

The savings in administration costs must be greater than the increased costs of a rating and corporate governance.

Kathy Garrigan: It’s really the endless pursuit of efficiencies. We’re all trying to do things better and have it feel less like a factory with sewing machines.

At our firm we continually revisit and tweak our processes around working with different clients and doing things better. We certainly have at least one transformer, and they do handle a lot of transactions. It is a bit of a factory feel in a way, but with some hardcore expertise behind it. It’s getting your systems up to par and making sure that everyone knows the processes and procedures, because there are so many transactions going back and forth, and you simply can’t have someone drop the ball somewhere along the way. The process is key but I suspect that’s become more complicated, with a lot more people involved over time.

Nowadays there’s so much more collateralised reinsurance, and that’s really the piece of the pie that’s growing. It is more labour-intensive, and relationship-driven, than a cat bond. You can sign-up for a cat bond but it’s less relationship-intensive than something like a collateralised re where you are right up against a traditional reinsurer on the contract.

Edwin Jordan: Our strategy is similar to Hiscox’s except for the funds that we’re facing are all independent, so we work with ILS managers. We work with six of the 10 largest ones, and they’ve all been through that thought process of, ‘Should I set up a rated carrier?’.

We’re providing an alternative to rated carriers, they’re using ours. There are potential cost savings with their own rated carrier, but there also maybe increased headaches—it’s a trade-off for them. We try to make it as efficient as possible, we have a good relationship with them. A couple of years ago we started sourcing some of our risk to them, so that’s increased the depth of our partnerships.

Adolfo Pe�a: We have our Lloyd’s vehicle which provides very effective leverage costs. We’ve been growing that consistently for the past five years, we could think about a rated carrier but for now our setup is quite efficient, and we have multiple ways of accessing the market.

Adderley: Only a small number of people could do it, because you have to have the history, and the reputation and size. Maybe the top 10 largest players could all consider it? At the beginning we had all the sidecars in the world but we didn’t have that much of the collateralised market. To build a mousetrap, you were supposed to have less capital requirements, but instead people said, ‘I want more capital requirements’, or, ‘I want more regulation’, so it’s quite interesting how the marketplace has changed.

Jurisdictions who had a better mousetrap in the beginning of the 2000s are now looking at, ‘Do we need more regulation?’. For us as a law firm, everything I did in the first 15 years of my career was to structure something so you didn’t fall foul of various regulations. Now our clients are saying to us, ‘Please, regulate me’.

What sets Bermuda apart in this space?

Garrigan: Bermuda has shown it can live up to those regulations. It becomes a differentiator.

Adderley: I mentioned about corporate governance, about going from an SPI to a class 3A or 3B, and what goes with that. I tell clients all the time, ‘You can’t ask for a different commercial licence and expect not to have increased regulation’—you can’t have your cake and eat it too.

Garrigan: The bottom line is you need to attract profitable business, and there’s only so much of it out there. When we get into talking about the projection gap, I do think there are other areas to branch into, but the reality is you need the ability to attract good business, otherwise what’s the point?

Hughes: It’s the investor side, and the cedant’s side, you have to get both, that’s what’s driving it.

Edouard von Herberstein: I see buyers over the past five years becoming more demanding. They present you something and it’s take it or leave it: ‘I want reinstatement, I want multi-year, I’m not going put the premium towards the limit, I need a top-up provision’. They want the traditional product, and there’s few sectors that are still good for the purely collateralised market. Even though some of that gets fronted, and there’s some efficiency at the back end, the demand in the market is for personalised products.

A lot of features are very unfriendly to collateralised investors. We face that more and more, we deal with it the best we can, we discuss at length, and it puts us in front of the fact that we need something that you guys have—a rating—whether it’s a partnership or something we set up internally, unless there’s a big shock in the market that reverses that trend.

Then the collateralised market can go back to the easier, simpler, one-year one-shot product that has been what people have thought of as collateralised until now.

Garrigan: As investors get into the traditional collateralised market, there’s always the moment where you stop and say, ‘what else is there?’. Then they start branching into perhaps different kinds of business, or different structures, or ‘I have a friend, he told me about such-and-such’, and you need to be able to at least address those desires and requests in the best way possible.

Jordan: Do you think it’s the traditional reinsurers competing with ILS by offering more reinstatements, and multi-year and things like that?

von Herberstein: Possibly, but when we see it—it’s incredible what they’re asking for. They don’t want to deal with trust accounts any more, or commutation language.

They got smart as well about how they force you down that path as an ILS investor. If you don’t read the small print, what you’re effectively providing is a traditional product, even though you think your investors’ liability is capped, and have finality in your contract.

Garrigan: You want a focused line towards property cat or whatever more focused item it is, than simply going out and buying a reinsurance stock. Once you’re there in that very focused arena you start to say, ‘Well, maybe I want that, that, and a side of that’.

Who influences the way buyers use this market?

von Herberstein: You would think that brokers will try to maintain the status quo, and that means dealing with traditional rated fronting markets, rather than with investment bankers and structurers, and the sorts of people you might run into in some of the ILS market. The traditional product is what’s been developed over the past hundreds of years, and that’s what they want.

Garrigan: For a broker, you have the option of speaking with all these different markets, and you still want to place structure x, y, z. But now you have more people that you can place it with, so they’re going to come after you and say, ‘You need to fit into this box’, and it’s just optionality for the broker. I don’t love it, but I get it.

Hughes: I’ve noticed that on the direct placements we have done, there are brokers who have worked regularly with collateralised markets, and they get it, they know the limitations; they don’t ask for reinstatements, they don’t ask for these traditional features. But when you get one of the traditional market brokers who has just found this other market and comes in, you have to go through this process of educating them on why you can’t do this, why you can’t do that.

How has the nature of the capital and the beneficiaries changed?

Dan Brookman: A lot of what we’ve been talking about today in terms of ILS structural evolution is directly linked to the growing sophistication of the capital providers that have been entering this space.

If you go back 15 or 20 years, the capital providers were generally short term, opportunistic hedge funds focused entirely on peak zone (US wind) risk. Sidecars at that time generally had equity capital which had only a 12-month investment horizon. Investors gravitated towards the low setup cost ‘disposable reinsurer’ model which really took off with the advent of Bermuda SPIs.

More recently, investors such as pensions and sovereign funds with their longer term investment horizons have been moving towards more permanent establishments (possibly even with a financial strength rating) where setup and running costs can be amortised over many years. Investors with a longer term outlook invariably seek meaningful diversification beyond US hurricane risk in their portfolios.

We are also seeing increased awareness from the primary insurance world of the virtues that ILS has brought to reinsurers in the form of partnership capital. Insurers have begun embracing the concept of partnering with investors as reinsurers have been doing, mostly through Bermuda-based transaction structures.

The upstreaming of capital from the reinsurance market to the insurance market, intertwined with technological innovation, has been a very exciting development in recent years.

Lixin Zeng: We have been enjoying success in the reinsurance market, but it is time to consider scale. The size of the property catastrophe reinsurance market, with approximately $400 billion in notional limit, is about 1 percent of the worldwide pension fund assets. On the other hand, sub-limits on natural cat are still frequently seen in insurance policies, restricting the amount of natural cat risk going into the re/insurance market.

I hope that, with more direct access to ILS capital, insurance companies will be able to close the coverage gap for their customers and provide institutional investors with scalable investment opportunities.

Garrigan: That creates more products to offer, with regard to the coverage gap. If you think about a traditional commercial property policy there’s often a sublimit on flood, but what about on the personal lines side? There is an opportunity, and we all know this, to bring flood coverage into the ILS space if there’s interested capital on the sidelines to support it.

You can look at other things such as cyber, or the very low take-up rate on California earthquake for homeowners, these are all opportunities for interested capital to step in and close that coverage gap. It’s kind of interesting to think these are all the things we cover, and then from an exclusions perspective, these are all the things we don’t. Maybe over time that will shrink.

There are so many interesting cat bond placements that follow outside the traditional property cat category, such as mortgage insurance losses, or you have the Build America financial guarantee.

Even there you’re starting to see convergence—is this really uncorrelated?

Hughes: It is investor-driven, isn’t it? We’re having more conversations with larger institutions who even when I started up only two-and-a-half years ago, just wanted property catastrophe, and now they’re looking at other areas of risk, that’s definitely a theme we’re seeing.

Zeng: Insurance companies are probably the most important link in the chain of insurance and reinsurance transactions right now. You need a balance sheet to write insurance risks, as there’s no way to fully collateralise insurance. You need the specialised expertise to price the risk and handle claims. This is the most fertile ground for innovation.

Pe�a: The ultimate benefit to them is to focus on what they’re good at, and then passing the capital requirements to the people that have the lowest cost of capital. That would be the ultimate end-game here, they need to focus on origination, claims, creating products that meet the demands of the market, and then leave the capital management to the people that have all those costs of capital..

Garrigan: Your peak exposure may not always be Florida wind. Some writers of mortgage insurance are creating cat bonds for this exposure—sure, it’s not Florida wind, but the cession addresses that writer’s peak exposure— and allows them to sleep at night. If you can do something with those peak exposures and there are people willing to take it on and understand the risk, that’s great.

Did ILS investors prove themselves in the aftermath of the 2017 losses?

Garrigan: Yes. It seems as though 2017 was a bit of a dress rehearsal: do you know the script, do you know your lines, do you know what to do in the face of a big event? It gave ILS funds the opportunity to show that they knew what to do in a loss situation—can you step up to the plate? There’s no better way to advertise and market your product, than to pay a claim.

Someone is actually using the product you sold them, how does it stand up? That’s what 2017 showed, and with the increase in capital between 2016 and 2017 from $75 billion to $88 billion, it shows that in a loss year there’s more capital than at the start, so there is the confidence that the ILS market rebounded, for sure.

Adderley: Do you think it was a reality check? The ILS market passed the test, it didn’t go away. But at the same time, you had new funds come to the market who seemed to be not that successful in raising capital. You had existing players who did raise capital, but we have always seen over the years that every time there is a major loss, you’re going to get some new money back through the increase in premium, and that altered on price risk. In most of the articles you read, the increase in rates was not great.

Garrigan: It was far more muted than people had hoped for, certainly lossaffected contracts got increases, but overall January ones were up nearly 5 percent, and I think that does speak to the success of the ILS funds in 2017, because there was such an increase in capital that the supply really took away what people were hoping would be a harder market.

Adderley: Right, and that’s what I mean, because investors always say, ‘I’m there until the next hard market’ …

Garrigan: The last hard market lasted about three days. The troughs and the values of the 1990s soft and hard markets are gone. Whether it’s increased thinking of, ‘Well, this is where we think the rates are, and this is what we calculated’, versus people willing to come in and ameliorate that perceived increase, I think it’s flatter now.

Adderley: So the status quo is better than having $140 billion of losses and trying to make some money back? Because the person underwrites the risk right, the rate increases, but investment returns were not greater than the losses, and if they weren’t greater than the losses then it’s better to have status quo with no losses, than it is to have losses and ending up in the red despite a rate hike.

Garrigan: It’s not the feast and famine that it was 20 years ago, for sure.

Jordan: Price is only going to move with people’s view of the risk, so after a big loss you might adjust how you view the actual risk, and that might change the price, but otherwise you’re not going to get the ups and downs of the past.

Redcliffe: With the new structures a lot of these have just-in-time capital, whereas many years ago you had to raise capital, and these permanent vehicles had higher return on equity expectations. It is harder to raise capital for the traditional reinsurance company. But now with these new structures and just-in-time vehicles being able to get the capital in very quickly, some of the price dynamics change as well.

Pe�a: You don’t want your business model to depend on the cycle. If your model depends on the cycle, you’re in trouble.

Garrigan: If you’re waiting for a hard market, you’d better not take a nap. The expectation of higher rates came at the time when people were attracting capital, and there are certainly markets who more or less thought, ‘Well, maybe they’re not going to be that great’, as November/December wore on. Perhaps the next time around there will be a little more of a jaded eye on where the market might go.

Hughes: It’s not just the pricing of the risk. What’s still playing out is how people have marked their books for each one, in particular 2017. Most of it is private funds who we don’t see, but we’re seeing some of the public traded vehicles still marking their books down.

We’ve had quite interesting conversations with investors about that, and they’re not looking just at the pricing, they’re seeing how funds have been valuing their positions, how quickly they mark their books down, by how much, were they too conservative at the front end, or not conservative enough?

How do we expect the market to continue to evolve?

Maringi: There’s a tendency to focus on the collateralised nature of the vehicles, and sometimes ignore that as the vehicles evolve, and they migrate from the traditional pure straightforward SPI there’s some risk with those vehicles. What we are focused on at the moment is taking the time to understand the risks in each structure and ensuring there is an appropriate supervisory framework for each of those structures.

For complex structures, it might take a little longer than sometimes the registrants expect to register that entity. But the BMA’s focus is really to understand the corporate governance aspect, the risk management framework, and the level of local infrastructure that is appropriate for that model.

Then you have to come up with the appropriate level of risk management and governance to address those elements. The tendency is just to say, ‘I’m fully collateralised’, ignoring that there are some risks that have come in, there’s an underlying commercial reason, and that’s to do with leveraging in a lot of situations one way or the other.

While this assessment is obviously critical, it’s not overly difficult because we supervise all the other insurance companies, and we have the ability to take into account some of the mitigating factors in the models. For example, you could be highly collateralised, well that’s good, we tick that box, and then we figure out what’s the benefit of that to the overall level of governance and risk management, the framework that you should have. In other words,� collateralisation can provide proportional reduction to, but cannot replace, governance and risk management. The whole picture needs to be considered.

It’s probably more about dialogue and getting the mindset to recognise that as the structures evolve, then an effective supervisory framework has to evolve with it, and cannot look like the SPI supervisory framework, it has to have more requirements built in.

We have existing frameworks that look quite similar to what the companies are evolving into, and broadly speaking we can benchmark and come up with a list of requirements. The key is to ensure prudential risks are satisfactorily addressed and covered through an appropriate supervisory framework— there cannot be gaps.

Adderley: As Eduardo said, people are pushing these products and asking for more and more. Why do we want the business in Bermuda? Because once one vehicle goes to another jurisdiction, what do we all get? Why is that vehicle now doing this structure in that jurisdiction? We want the business in Bermuda, so we’ve heard the markets need to be more mature, more complex, and Bermuda has to be more flexible.

If we have no product, we have no business. Investors are going to go where the easiest, quickest, cheapest place is, and in this day and age there’s a lot more jurisdictions doing this. Look at mousetrap—now everyone’s copied it.

Brookman: It’s important to qualify that what we’re really talking about here is the nexus of the insurance or reinsurance risk to the capital markets through the SPI structure in Bermuda. There’s still plenty of room for Bermuda to expand as a fund jurisdiction. If you look at the quantum of capital that’s in ILS, the vast amount of it is not domiciled through funds based here—it’s in Cayman, the BVI, or Luxembourg.

When investors are thinking about ‘How do I enter this space in fund format?’ Bermuda is not actually number one on the list. There’s plenty of room for growth for Bermuda as a domicile to attract fund business and get higher on that list, but the mainstay of the convergence piece—where insurance risk turns into capital markets exposure via special purpose reinsurance vehicles—is still very dominant here in Bermuda and doing well.

Adderley: Bermuda was the jurisdiction of choice for funds in the 1990s, until something happened, and we’ve been trying to play catch-up over the last 20 years. History will show that we weren’t being as flexible as other competitors at the time, and as a result the tap was turned off.

So if it’s a new player that doesn’t have an ILS platform at all, or hasn’t got a fund yet, we’re obviously trying to win the battle of giving them the Bermuda insurance platform, and we win those battles sometimes.

Jordan: The challenge is that the nature of the SPI has changed, from single transaction to now, multiple transactions, with lots of different ceding investors and so on.

Maringi: For the level of transparency and education that needs to be there within the industry, we have various platforms for concerned regulators to ask questions, and to seek understanding of how ILS works in practice. There are a number of stakeholders. They include the supervisors of the primary insurance companies that cede to collateralised restructures. They’re interested in understanding the nature of protection of the business being ceded by their licensee to the ILS structure, or just a general observation of the risks (operational, legal, etc) that the group is exposed to if the group is acting as an ILS manager.

A degree of explaining to them what ILS is about, what the structure is about, is extremely important. Our ability to hold our head high and say, ‘this is what the supervisory regime looks like, this is why it holds together and here are the key features that make the regime effective’ is important.

Being able to have a conversation with other supervisors in a language they understand, about how we have a come up with a tailored regime that addresses the risks in the ILS structures goes a long way in enhancing their confidence in ILS’s success. That’s also extremely important to us, an area which we are keeping an eye on. Primarily, we are focused on this as well as developing the regime, obviously through discussions with stakeholders.

What is the future for this space now?

Jordan: For new risks, it’s really the insurance companies, they have access to the buyers of protection. Over time insurance companies have pushed deductibles higher and higher because you’re trying to manage their peak risk, so we’re starting to see products that are coming down into that deductible space, such as parametric covers.

As that picks up traction, we’ll see it being pushed out into capital markets more efficiently. That’s maybe a big area of growth.

Maringi: We are looking to update the regime. We’re looking at a number of topics and we’re in discussions with the stakeholders. It’s important to differentiate between the simple ILS structures and the complex structures, and figure out what’s appropriate for those two types of businesses. There’s still a predominant number of ILS structures that are quite simple and straightforward; sometimes that message gets convoluted and lost.

We took a pause from 2009 after we initially launched the regime, but now is the time that we are looking to revamp it. There have already been a number of enhancements, one of them is going electronic—we put the ILS businesses through an electronic filing system, E-SFR, and that has been beneficial in a number of ways.

We are more responsive with regard to the annual filings. This year we added something to the SPI filings, which we call the alternative capital schedule. That’s going to facilitate some of the sector-specific market statistics that we intend to produce. There’s much more granular data that we’re asking in terms of limits, premiums, number of contracts, and this facilitates and summarises the way we are looking at the ILS sector. We are able to see the types of structures that are in these businesses, from the straightforward ones to the more complex ones.

What does the future of the regime look like? We’ve already started what we call our pre-consultation aspect, and we’re engaging in discussions. We will see where that lands, and in the near future hopefully we will have a way forward that we can provide to the market, in terms of the future direction of the regime itself.

It’s important to note that we have a very effective regime. The market was stressed through the last year from losses. We asked for data as far as these statistics are concerned. We looked at the numbers, we published information on this, and that’s the first time we included data on the ILS sector combined with the insurance and the reinsurance sector.

Altogether there was $30 billion paid to the US/Puerto Rico for 2017 hurricanes Harvey, Irma and Maria. Combining the traditional re/insurance share for the first time with the ILS share, tells you the overall protection that Bermuda provides from a catastrophe point of view, which is quite important.

Observers have talked of ILS having passed the ‘stress test’, but that’s in part a reflection of the effectiveness existing supervisory framework that we have around the ILS sector. It’s going through some fine-tuning as the structure evolves, but it’s been tailored, where necessary, under existing structures to ensure that it’s addressing the risks that are inherent in the individual ILS structure. Going forward, we want to ensure we have a relatively standardised regime that addresses the various pockets of risks, including the emerging risks. This update will ensure our ILS regime remains proactive and forward-looking.

Redcliffe: Bermuda is the leader in the ILS space, but we certainly can’t become complacent as a jurisdiction. It’s important for us to remain focused on improving the jurisdictional aspects, also the overall product and structures, to make sure we’re remaining at the forefront of the changes, and ultimately what the client is looking for.

It’s important as a jurisdiction that we keep that fund expertise because a lot of these ILS structures are fund vehicles, they are asset managers, so you need to have fund expertise as well. You can’t just be a reinsurance shop; you need to understand what it’s like to have a fund and how to manage investor expectations and governance. We need to have both those pieces of expertise together under one roof to be an effective ILS jurisdiction.

von Herberstein: On the regulatory standpoint for both investors and cedants, it’s been an advantage to tell the world that we’re based in Bermuda.

The other incredible opportunity for all sectors is across life and non-life, and prospective and run-off, with demand for investors behind it.

Brookman: What’s really affected the market moving into 2018 has been the capacity that supports primary reinsurance, mostly quota share retro. When you calculate the amount of capital that’s in the ILS space today it’s important to look at every dollar of capital by product and say, ‘what is effectively the limit leverage that capital gets?’.

Retro quota share has a very high leverage ratio of equity capital to limit, so as more capital has been supporting primary reinsurance portfolios via quota share, it has served as a market stabiliser, dampening price swings in renewals post market losses.

As partnerships between insurer and investor expand, both sides are learning more about each other: new ways to think about risk, how to quantify and define it, and of course how to enhance each other’s internal systems and reporting infrastructures.

There’s been a lot of focus on deal structure and making sure everyone understands what risks and rewards are (and are not) being traded between the parties. This better understanding of respective motives has fuelled innovation and resulted in more successes than the first mover convergence efforts of the early 1990s. That’s been a dramatic change.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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