Resources for Retirees,
Plan Sponsors, and Policymakers
Private Equity Retirement Watch
When Private Equity companies like Brookfield or Apollo take over pension benefit payments, what changes for retirees?
Private Equity Ownership
You may not know that the annuity company managing your retirement assets is owned by a multinational private equity giant like Brookfield Corporation or Apollo Global Management.
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- American National was acquired in May 2022 by Brookfield Reinsurance, which is a Bermuda-based affiliate of Brookfield Corporation, a private Canadian alternative asset management company. Shortly after the acquisition was finalized, American National began liquidating all of its held-to-maturity securities and replacing a portion of those assets with private loans and structured debt instruments, many of which were originated by other Brookfield affiliates. Bloomberg in January 2023 called private credit “an inherently risky industry” that “received little oversight” and whose institutional holders have yet to be tested by (or survive) a default wave of the sort that could accompany a prolonged recession.
- Athene is owned by private equity giant Apollo Global Management. When pension plan assets are transferred to Athene, Apollo decides how to invest substantially all Athene’s net invested assets supporting payments to retirees. Apollo sells some of the safest corporate and government bonds and replaces them with more complex and illiquid investments that promise higher returns. Apollo has also invested billions of Athene’s assets into Apollo’s own financial products. If Apollo’s bets pay off, Apollo will profit from the higher investment returns. And whether those investment bets pay off or not, Apollo also charges Athene investment management fees – collecting more than $500 million in such fees from Athene in 2021 alone.
Complex and Illiquid Investments
The portfolios of American National (owned by Brookfield) and Athene (owned by Apollo) include complex and illiquid investments.
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- Brookfield Asset Management reported in its 2022 supplemental information document, “Our Insurance Solutions business manages policyholder capital and deploys this across liquid credit strategies, direct loans, and private funds.” In Q3 2022, Brookfield Reinsurance reported to investors, “For the nine months ended September 30, 2022, we deployed $16.9 billion into new investments, including $4.1 billion relating to the acquisition of a 100% interest in American National, net of cash acquired, as well as $13.0 billion of redeployment into new investments within our insurance operating subsidiaries investment portfolios, which was primarily funded by the sale of liquid securities as we redeploy into higher-yielding strategies.”
- As of March 31, 2022, Athene reported that its investment portfolio, managed by Apollo, had fewer corporate and government bonds and more Asset Backed Securities and Collateralized Loan Obligations compared to peer companies. In 2020, Tom Gober, a forensic accountant and certified fraud examiner, spoke to NBC News about Athene’s investment portfolio and said, “The biggest problem with the investment portfolio is it is high risk and illiquid.” (Read more.) The US Treasury Department reported that non-traditional insurance assets including Asset Backed Securities and Collateralized Loan Obligations “may exhibit enhanced sensitivity to downturns in the credit cycle or may be characterized by reduced liquidity.”
Offshore Deals
American National and Athene are both subsidiaries of Bermuda-based insurance holding companies that were established by global private equity asset managers.
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- American National, a Texas-domiciled insurer, is owned by Brookfield Reinsurance, a recently-established Bermuda-domiciled holding company, which itself is majority-owned by Brookfield Corporation, a Canadian alternative asset manager. Brookfield Corporation makes all investment decisions for the insurance holding company in Bermuda, and its regulated subsidiaries in the US, Bermuda and Canada under long-term asset management agreements. Brookfield Reinsurance is approaching the $50 billion threshold for internationally active insurance groups (IAIGs), but it’s unclear whether regulators in the US and elsewhere will seek to designate the company an IAIG and, if so, which jurisdiction might claim the role of Group-Wide supervisor. It’s also unclear whether any regulator has access to non-public information about all of Brookfield’s insurance affiliates.
- Athene reinsures most of its obligations to its Bermuda reinsurance subsidiaries. That results in less transparency for retirees in the US. By exploiting the differences between accounting rules in the US versus those in Bermuda, insurers can hold less capital in reserve in support of their obligations to retirees and policyholders than would otherwise be required. (Read more here and here.)
No Federal Government Safety Net
In the US, your benefit payments will not be insured or protected by the federal agencies that regulate pension plans.
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Benefit payments from American National or Athene are not insured by the Pension Benefit Guaranty Corporation (PBGC), the federal agency that insures corporate pension plans. If American National or Athene were to become insolvent in the future, a state insurance commissioner could seek a court order to activate the patchwork system of State Guaranty Associations, which would then assess other insurance companies to raise money to cover some of the shortfall. But these associations have different rules and different coverage levels in each state. Most state associations only cover a maximum of $250,000 of benefits for annuity contract-holders. You can find information about the coverage level in the state where you reside here and here.
Read more at NBC News:
“As insurance companies take over pension plans, are your payments at risk?”
Learn More
For Workers and Retirees
Find more information about your plan:
JCPenney
In 2021, during bankruptcy proceedings, JCPenney entered an agreement to transfer $2.8 billion of pension obligations for approximately 30,000 plan participants to Athene and to terminate the pension plan. Read Athene’s announcement here: Press release 4/1/21.
Lockheed Martin
In 2018, 2021, and 2022, Lockheed Martin entered three pension transactions with Athene. In total, the agreements transfer $10 billion in pension obligations for over 40,000 Lockheed Martin plan participants to Athene. Read Athene’s announcement here: Press release 6/27/22. Read Lockheed Martin’s announcements here: Press release 8/3/21 and Press release 6/27/22.
Alcoa
In 2021 and 2022, Alcoa entered three pension transactions with Athene. In total, the agreements transfer $2.5 billion in pension obligations for approximately 18,200 plan participants to Athene. Read Alcoa’s announcements here: Press release 11/17/21, Press Release 12/14/21, and Press Release 8/8/22.
Pactiv
On September 13, 2022, Pactiv entered an agreement to transfer approximately $660 million of pension obligations for approximately 10,200 retirees and beneficiaries to Athene. Pactiv stated, “Subject to certain conditions set forth in the Agreement, all Transferred Participants will continue to receive their benefits from the Plan until December 31, 2022, after which time, subject to the terms of the Agreement, the Insurers will assume responsibility for making direct payment of the benefits to the Transferred Participants and for administrative and customer service support regarding such benefits.” Read Pactiv’s disclosure here: SEC Filing 9/13/22.
Other Employers
Have you received notice that your pension benefits are being transferred to Athene? Contact Us.
For Pension Plan Sponsors
When plan sponsors are choosing an annuity provider to assume benefit obligations, they have a fiduciary duty to “take steps calculated to obtain the safest annuity available, unless under the circumstances it would be in the interests of participants and beneficiaries to do otherwise” (Department of Labor Interpretive Bulletin 95-1). Plan sponsors should consider the potential impacts of private equity ownership, its investment strategies, and offshore affiliated reinsurance on the long-term interests of annuity beneficiaries.
Read the research and commentary on private equity in the insurance industry:
Private Equity’s Insurance Innovation Needs a Risk Check: Regulators need to look closer at private equity’s rush to reinsure pension assets in Bermuda, Kris Devasabai, March 2022
“Private equity money is flowing into insurance, bringing with it new ideas and new risks. . . . These firms are following a path blazed by Apollo, which has turned Athene, the insurance platform it established in 2009, into a profit engine for its credit business. Apollo’s big idea was to allocate a larger share of fixed income investments to higher-yielding asset-backed securities (ABS), and away from corporate bonds, which account for the bulk of traditional insurers’ assets.”
Read more. See also: Pension buyouts: rock-bottom prices mask unease over risk, and US Treasury urged to investigate private equity insurers: Senate banking committee chair says Athene and other PE-owned firms take more risk, may hold less capital
Why ‘Offshoring’ Annuity Risk is Wrong, Retirement Income Journal, Tom Gober, June 2022
“When a life insurer buys an asset from (invests in) an asset management subsidiary of its own holding company, it’s difficult for outside analysts to evaluate the value or riskiness of the asset. Its price or risk hasn’t been determined in the public marketplace, but by sister firms. In 2021, for instance, Athene Annuity and Life of Iowa, the top seller of fixed indexed annuities, held $10.36 billion in stock and IOUs from affiliated companies—sister companies in the same holding company. In my opinion as a forensic accountant and certified fraud examiner, that amount of affiliated paper should be compared with Athene’s surplus of only $1.28 billion. If just 12% of their reported affiliated paper became un-collectable in an economic downturn, Athene’s surplus—its buffer against insolvency—would vanish.”
Annual Report on the Insurance Industry, Federal Insurance Office, U.S. Department of the Treasury, September 2021
“…[Private Equity]-owners may use investment strategies for their owned insurance entities that have heightened credit and liquidity risk profiles as compared to other market participants. As another example, PE-owned insurers tend to hold a more significant proportion of investments in alternative or non-traditional insurance assets that are associated with illiquidity and complexity premiums. Such investments, which provide a higher- yielding alternative to insurer investments in plain-vanilla bonds, are concentrated in obligations from private issuers. They also may include loans to businesses, collateralized loan obligations, asset-backed securities, and residential mortgages, all of which may exhibit enhanced sensitivity to downturns in the credit cycle or may be characterized by reduced liquidity that could diminish the insurer’s ability to meet unexpected cash demands.”
What Private Equity Does Differently: Evidence from Life Insurance, Divya Kirti and Natasha Sarin, July 2020
“Private-equity-backed insurers are more profitable. But there is no evidence that this is a consequence of general partners’ investment skill. Rather, private equity firms increase the asset risk of their subsidiaries without incurring commensurate capital charges and decrease tax liabilities. Results based on high-frequency event studies and matching techniques support a causal interpretation. Indeed, private equity firms deliver these changes to their subsidiaries within days of taking over. This improves insurers’ performance, but also introduces risks that rating agencies appear to ignore.”
For Policymakers
Policymakers must strengthen federal and state regulations to protect retirees from new risks emerging from private equity ownership in the insurance industry. Investment strategies and business models are changing rapidly. Athene first entered the pension risk transfer market in 2017 and in a few short years became the market leader in 2020 and 2021, assuming responsibility for billions of dollars of pension obligations to American workers and retirees.
Senators Brown and Warren Raise Concerns about Apollo and Athene’s Pension Buyouts at Banking Committee Hearing, September 2022
At a Senate Banking Committee Hearing held on September 8, 2022, Senators Sherrod Brown and Elizabeth Warren addressed Athene’s recent pension transactions.
Senator Brown Calls for Study on How Private Equity Companies are Endangering Workers’ Retirements, March 2022
“Investment firms like asset managers and private equity funds often take on much higher risk strategies than traditional insurance companies, and do not face all of the same capital, liquidity, and policyholder protection requirements as well-regulated insurance companies. Consequently, many workers who chose to invest their retirement savings in conservative and long-lived insurance firms now find themselves paying premiums to much riskier firms with less experience in the insurance business. While investment firms might benefit from huge profits in the short term, failure to adequately manage these risks may ultimately cost policyholders their retirement incomes.”
State Treasurers Call for New Guidance for Pension Plans in Response to Growing Role of Private Equity, September 2021
“When retirement assets are put into riskier, more complex financial instruments outside the governance of ERISA and PBGC, it behooves regulatory agencies – at both the federal and state level – to ask tough questions and provide guidance to protect plan fiduciaries and beneficiaries. We believe that this fast-evolving area of pension transactions requires additional review and regulatory guidance. Accordingly, we urge DOL to issue additional guidance to pension plan fiduciaries.”
“Senators Grill Regulators on Private Equity’s Control of Life Insurers” – Life Annuity Specialist
Senators Brown and Warren Raise Concerns about Apollo and Athene’s Pension Buyouts at Banking Committee Hearing
Senator Brown to Address Increased Risk-Taking and Offshore Reinsurance in Life Insurance Industry in Senate Banking Committee Hearing
Senate Banking Chair Brown Asks State and Federal Regulators to Study How Private Equity Companies Are Managing Workers’ Retirement Assets
National Association of Insurance Commissioners task force plans investigation of private equity-owned insurers, including issues related to pension transactions
State Treasurers call for new guidance for pension plans in response to growing role of private equity-backed insurers
Retirees for Justice joins call for Department of Labor to update Interpretative Bulletin 95-1
Senator Murphy raises concern about growing role of Apollo and private equity in pension risk transfer market