One way to enter the insurtech space as a risk-taker is by acquiring a shell insurance carrier in the United States.
Advantages:
- Setup costs are lower because the shell insurance carrier will already hold licenses.
- The shell insurance carrier may already have satisfied seasoning requirements.
Disadvantages:
- Acquisition costs.
- Limited availability of relevant shell insurance carriers.
- Due diligence must be performed to ensure that the shell insurance carrier is “clean.”
Key considerations:
- A comparison of the methods for establishing an insurance carrier (formation vs. acquisition) can be found here: Insurance Carrier.
- Due Diligence: An acquirer should conduct a robust due diligence review of the shell insurance carrier to ensure that it is a “clean” shell, meaning that there are no remaining risks that the shell insurance carrier is responsible for.
- Form A Process: An acquirer of control of an insurance company in the United States must submit an application (i.e., a Form A) to the state insurance regulator in the insurance carrier’s state of domicile. Key components of the Form A are:
- Description of the acquirer, the terms of the transaction, any financing obtained for the transaction and a copy of the proposed transaction agreement.
- A business plan and financial projections for the shell insurance carrier.
- Financial statements for the acquirer.
- Biographical affidavits for the directors and executive officers of the acquirer, the individuals who “control” the acquirer and the proposed post-closing directors and executive officers of the shell insurance carrier and background checks, which are typically required for all individuals for whom biographical affidavits are provided.
- In some states, fingerprint cards for all individuals who have submitted biographical affidavits.
In addition, if any intercompany agreements are proposed to be in place between the insurance carrier and its affiliates as of the date on which it acquires the shell insurance company, these agreements should typically be submitted for prior approval as part of, or on a parallel track to, the Form A.