• Resolution Life announces the acquisition of 100% of its shares by Nippon Life at a valuation of $10.6 billion
• The transaction will accelerate growth for both Resolution Life and Nippon Life in the highly active, multi-trillion-dollar global life and annuity consolidation sector
• Resolution Life, which comprises Resolution Re, Resolution Life US and Resolution Life Australasia will retain the Resolution brand
• Resolution Life Australasia and Nippon Life’s Australian company, MLC, will be merged to form Acenda
• Blackstone will continue to be Resolution Life’s investment manager across private credit and other key areas

Resolution Life, a global life insurance group focusing on the acquisition and ongoing management of portfolios of life insurance policies, today announces that Nippon Life Insurance Company (“Nippon Life”) has agreed to acquire 100% of the company.

Nippon Life will consolidate its ownership interest by paying $8.2 billion to acquire the remaining shares from Resolution Life’s investment limited partnership, valuing Resolution Life at $10.6 billion, with shareholders also retaining final dividends before completion.

Following the acquisition, Resolution Life’s institutional business in the US, the UK, Bermuda and Singapore will become a subsidiary of Nippon Life, creating a new division that complements Nippon Life’s Japanese life business as well as its international asset management and retail businesses. Resolution Life will continue to be led by Clive Cowdery as Chairman and CEO and Resolution Life Group Holdings Ltd will remain the primary regulated entity.

Resolution Life’s Australasian business will be combined with Nippon Life’s Australian company, MLC, to form Acenda, a new primary life insurer open to new business, which will be run as a joint venture between Nippon Life and Resolution Life.
The transaction completes a partnership that began in 2019 when Nippon Life first invested in Resolution Life. Since then, it has remained the company’s largest investor and supported the growth of Resolution Life into a company with over $85bn of reserves and over 4m policies.

For Resolution Life, this transaction enables the company to secure its position as a leader in the multi-trillion-dollar global life and annuity consolidation sector. Having a single well-capitalised parent will enable Resolution Life to accelerate its growth and continue to serve the needs of policyholders and the broader life insurance industry.

For Nippon Life, this transaction is a further step towards achieving their stated medium-term plan to grow their international business and deliver long-term growth and stable dividends from overseas markets. It will enhance Nippon Life’s product offering as well as expanding the application of asset management, liability management and digital skills by leveraging Resolution Life’s existing capabilities, including a highly experienced global team.

Resolution Life will continue its mission of being a global custodian to the life insurance and annuity industry by providing capital for growth, removing stranded costs and mitigating long-term risks so that the industry can continue to respond to the needs of policyholders.

Resolution Life is regulated by the Bermuda Monetary Authority with a strong group capital position, high solvency ratios and investment grade ratings.

Blackstone will continue its relationship with Resolution Life as the company’s investment manager for directly originated assets across the private credit, real estate and asset-based-finance markets – reflecting the significant value Blackstone’s origination platform has provided to the business and its policyholders. Resolution Life will also continue as Blackstone’s strategic partner in the life and annuity consolidation sector globally.

Hiroshi Shimizu, President of Nippon Life, said,

“As a mutual company owned by our policyholders, Nippon Life has always had a culture which puts customers at the heart of everything we do. We believe the acquisition of Resolution Life and the formation of Acenda demonstrates our commitment to working with exceptional businesses and teams to deliver innovative products and services. We are aligned with Resolution Life and our investment management partner Blackstone in continuing to deliver on the trust policyholders have placed in us to protect them and their families when they need us.”

Sir Clive Cowdery, Founder and Executive Chairman of Resolution Life, said,

“For 22 years, Resolution Life and prior Resolution companies have raised our capital from institutional investors and the public markets. I am delighted that we are now going forward under the single ownership and capital support of Nippon Life, an institution I admire and respect. There is a strong foundation of shared values, clarity of vision and breadth of capabilities across our organisations. Combining Resolution Life’s strengths, the investment management expertise of our partners at Blackstone and a well-funded parent gives us the opportunity to accelerate our growth and serve the needs of policyholders into the decades ahead.”

Gilles Dellaert, Global Head of Blackstone Credit and Insurance (BXCI), said,

“We are very pleased with this outcome for Resolution Life’s policyholders and investors. Clive Cowdery has built a tremendous insurance platform, and we believe that this expanded partnership with the world-class team at Nippon Life will help drive its accelerated global growth. We look forward to continuing to deliver the benefits of Blackstone’s leading private credit and asset origination capabilities to Resolution Life and its policyholders in this next chapter with Nippon Life.”

The transaction is subject to regulatory approvals and anticipated to be completed in H2 2025. The person responsible for arranging the release of this announcement on behalf of the company is Claire Singleton, General Counsel.

About Nippon Life
Founded in 1889, Nippon Life is the core company of the Nippon Life group, which consists of multiple group companies operating life insurance and asset management businesses in the Asia-Pacific region and globally and is the largest private asset owner in Japan. With over 70,000 employees, Nippon Life has 15 million customers and over ¥87,000 Billion in total assets.

For more information on Nippon Life, visit www.nissay.co.jp/global.

About Blackstone
Blackstone is the world’s largest alternative asset manager. We seek to deliver compelling returns for institutional and individual investors by strengthening the companies in which we invest. Our more than $1.1 trillion in assets under management include global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.

About Resolution Life
Resolution Life is a global life insurance group focusing on the acquisition and management of portfolios of life insurance policies. Since 2003 to date, prior Resolution entities together with Resolution Life have deployed approximately $19 billion of equity in the acquisition, reinsurance, consolidation and management of life insurance companies. Together, these companies have served the needs of over 13 million policyholders while managing approximately $385 billion of assets. Resolution Life today has operations in Bermuda, the U.K., the U.S., Australia, New Zealand and Singapore assisting the restructuring of the primary life insurance industry globally. Resolution Life provides a safe and reliable partner for insurers by:
Primarily focusing on existing customers, with selective new business growth in strategic marketsDelivering policyholder benefits in a secure, well capitalised environmentReturning capital to our institutional investors in the form of a steady dividend yieldwww.resolutionlife.com

About Resolution Life Australasia
Resolution Life Australasia has c.A$29 billion in AUM and is committed to servicing its existing one million customers across Australia and New Zealand by providing them with competitive premiums, quality investment management, great customer service and efficient claims management. Resolution Life Australasia’s growth is predominantly through the acquisition of in-force portfolios of life insurance policies as well as remaining open to growing new business in select strategic markets. As part of the transaction announced today Resolution Life Australasia will be combined with Nippon Life’s Australian business, MLC, to form a new primary life insurer open to new business.
For more information on the transaction please click here Resolution Life AustralasiaFor more information on Resolution Life Australia, visit www.resolutionlife.com.au

Advisors
Resolution Life is represented by Goldman Sachs & Co. LLC as financial advisor and Debevoise & Plimpton LLP, Herbert Smith Freehills LLP and Kirkland & Ellis LLP as legal counsel in connection with this transaction.

Nippon Life is represented by J.P. Morgan and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. as financial advisors and Nishimura & Asahi, Mayer Brown LLP, ASW Law Limited and Ashurst LLP as legal counsel in connection with this transaction.

Media Enquiries:
Temple Bar Advisory (US / UK / RoW)
Alex Child-Villiers / Sam Livingstone / Alistair de Kare-Silver / Juliette Packard
+44 (0)20 7183 1190 / resolution@templebaradvisory.com

SEC Newgate (Australasia)
Erica Borgelt
Tel: +61 (0) 413 732 951 / erica.borgelt@secnewgate.com.au

This announcement may include statements that are, or may be deemed to be, forward-looking statements. The words “expect”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “aim”, “forecast”, “project”, “indicate”, “should”, “may”, “will” and similar expressions may identify forward-looking statements. Any statements in this presentation regarding the Company’s current intentions, beliefs or expectations concerning, among other things, the Company’s operating performance, financial condition, market position, liquidity, prospects, growth, strategies, general economic conditions and the industry in which the Company operates, are forward-looking statements and are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and that may cause the actual results, performance or achievements of the Company to differ significantly, positively or negatively, from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance or the achievement or reasonableness of any forward-looking statements. As a result, recipients of this presentation should not rely on forward-looking statements due to the inherent uncertainty therein and which speak only as of the date of this presentation. The Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this presentation that may occur due to any change in its expectations or to reflect events or circumstances after the date of this presentation. No statement in this presentation is intended to be, nor should be construed as, a profit forecast or a profit estimate and no statement in this presentation should be interpreted to mean that earnings of the Company for the current or any future financial periods would necessarily match, exceed or be lower than any historical earnings published by the Company.

CHICAGO — Antares Capital (“Antares”), a leading alternative credit manager with approximately $73 billion in capital under management and administration, today announced its role as a lead investor in Sconset Re Reinsurance Company (“Sconset Re”), a newly formed independent reinsurance company that will re-insure certain Allianz assets.

Beyond this initial transaction, Sconset Re will support future reinsurance opportunities for Allianz, enabling it to continue to reinvest in product innovation and growth.

As a direct lending asset manager for Sconset Re, Antares will manage a portion of the company’s assets through its direct lending strategy, which focuses on extending senior secured loans to leading, sponsor-backed middle market U.S. companies. Sconset Re will be capitalized through equity investments from high quality institutional partners, including Voya Financial and Antares.

“Antares is proud to serve as a trusted partner to insurance companies, providing a depth of expertise in capital efficient investment solutions and as a source of strategic capital,” said Ben Concessi, Head of Strategy and Corporate Development for Antares and Sconset RE Board member. “This transaction marks an important milestone for Antares, serving as a replicable example of our approach to supportive, long-term partnerships with insurance companies.”

Debevoise & Plimpton LLP served as legal counsel for Antares. Deutsche Bank acted as the sole Financial Advisor to Allianz on the transaction, and also acted as the sole Arranger of a debt financing facility to Sconset Re Ltd.

About Antares Capital
Founded in 1996, Antares has been a leader in private credit for nearly three decades. Today with approximately $73 billion of capital under management and administration as of September 30, 2024, Antares is an experienced and cycle-tested alternative credit manager. With one of the most seasoned teams in the industry, Antares is focused on delivering attractive risk-adjusted returns for investors and creating long term value for all of its partners. The firm maintains offices in Atlanta, Chicago, Los Angeles, New York, Toronto and London.

Visit Antares at www.antares.com or follow the company on LinkedIn at https://www.linkedin.com/company/antares-capital-lp.

Antares Capital is a subsidiary of Antares Holdings LP, (collectively, “Antares”). Antares Capital London Limited is an appointed representative of Langham Hall Fund Management LLP, an entity which is authorized and regulated by the Financial Conduct Authority of the UK.

Contacts
Allison Perkins
475-266-8039
allison.perkins@antares.com

• Ncontracts announces the acquisition of Venminder to broaden its governance, risk and compliance solutions capabilities.
• Hg, a leading investor in software and services businesses, has become a new investor in the combined business, backing Founder and CEO, Michael Berman. 
• Gryphon Investors, a leading middle-market private equity firm, has completed a full exit of Ncontracts.

BRENTWOOD, Tenn., September 4, 2024 – Ncontracts, a leading provider of integrated compliance, risk, and vendor management solutions to the financial services industry, announced today that it has acquired Venminder, a unified platform for managing third-party risk.

Simultaneously with this transaction, Hg has bought out prior Ncontracts shareholder Gryphon Investors (“Gryphon”), as well as prior Venminder shareholders. Hg is a leading investor in software and services businesses and is backing Founder and CEO, Michael Berman, to lead the combined business, which promises to deliver more value to customers via these expanded capabilities.

Acquiring Venminder gives Ncontracts more depth and expertise in third-party risk management, further enhancing its position as a software-as-a-service (SaaS) and knowledge-as-a-service (KaaS) leader in enterprise risk management.  The investment from Hg brings resources and expertise, continuing to strengthen Ncontracts as a leader in governance, risk and compliance (“GRC”) software solutions for banks, credit unions, mortgage companies, fintechs and registered investment advisors, as they grapple with increased risks and regulatory scrutiny.

“We are excited to join forces with Venminder,” said Michael Berman, Ncontracts Founder and CEO. “With our teams coming together to help reduce risk, improve compliance and control costs, we will continue to strengthen the financial industry and the communities they serve. With the investment and support from Hg, we are well positioned to continue our rapid growth. Gryphon has been a valuable partner, and I want to thank their outstanding team of operating partners, operating advisors and investment professionals.”

“Uniting Venminder and Ncontracts will bring tremendous value to our customers,” stated James Hyde, Venminder’s CEO. “This strategic partnership extends beyond third-party risk management, propelling Venminder into the broader integrated risk and compliance space. By combining our strengths, we are poised to deliver even more comprehensive and innovative solutions to our clients and the broader market.  Our unwavering commitment is to continue to support our clients by guiding them through the complex landscape of third-party risk.”

Ncontracts has been named in the prestigious Inc. 5000 list of fastest growing private companies in America for the sixth consecutive year in 2024. This transaction will grow Ncontracts’ customer base further to over 5,000 customers. The investment and acquisition demonstrate Ncontracts’ commitment to continued growth from both an organic and inorganic perspective.

Alan Cline, Head of North America at Hg, said: “We see Ncontracts swiftly becoming a ‘gold standard’ provider of highly automated, AI-enabled, integrated software solutions for the financial industry. The merger with Venminder creates a compelling platform with a comprehensive product suite that can deliver significant value to customers.”

Alexander Johnson, a Director at Hg added: “We’re excited to partner with Michael Berman as he continues to lead and scale the company for its next stage of growth.”

Jon Cheek, Partner & Co-Head of the Software Group at Gryphon, said: “We are delighted to have completed a complex transaction that significantly transforms Ncontracts and positions it to continue to thrive. Through a combination of organic and inorganic growth strategies, Ncontracts has more than quadrupled in size since Gryphon originally invested in 2020. With its comprehensive suite of products meeting the continued demand for sophisticated financial services governance, risk and compliance management tools, the company is poised to continue that aggressive growth going forward.”

Gryphon sees continued attractive opportunity for new platform investments in the GRC sector and retains its investment in separate portfolio company RegEd, a leading provider of enterprise regulatory compliance solutions to insurance companies and financial services firms.

Terms of the acquisition were not disclosed.

Raymond James served as the lead financial advisor to Gryphon, with Atlas Technology Group also advising Gryphon; Kirkland & Ellis acted as Gryphon’s legal advisor. William Blair served as exclusive financial advisor to Venminder.  Choate Hall & Stewart, LLP served as legal counsel to Venminder.  Goldman Sachs served as financial advisor to Hg; Latham & Watkins served as Hg’s legal advisor.

For more information, please contact:

About Ncontracts

Ncontracts provides integrated risk, vendor and compliance management software to a rapidly expanding customer base of over 4,000 financial institutions, mortgage companies, and fintech companies in the United States. The company’s powerful combination of software and services enables financial institutions to achieve their risk management and compliance goals with an integrated, user-friendly cloud-based solution suite encompassing vendor, organizational, audit, and compliance risk management. Visit www.ncontracts.com or follow the company on LinkedIn and Twitter for more information.

About Venminder

Venminder is the leading provider offering a unified SaaS platform for third-party risk management. The platform is used by more than 1,200 customers to manage the entire vendor lifecycle, from onboarding to offboarding, with ease and efficiency. Venminder combines technology and human expertise to enable customers to manage vendors, track contract data, perform due diligence and oversight, send and score questionnaires, conduct risk assessments, systemically monitor risks across domains, order due diligence assessments on vendor controls, and much more. Venminder also powers Third Party ThinkTank, the largest online community dedicated to the practice of third-party risk.

About Hg

Hg supports the building of sector-leading enterprises that supply businesses with critical software applications or workflow services, delivering a more automated workplace for their customers. This industry is characterized by digitization trends that are in early stages of adoption and are set to transform the workplace for professionals over decades to come. Hg’s support combines deep end-market knowledge with world class operational resources, together providing compelling support to entrepreneurial leaders looking to scale their business – businesses that are well invested, enduring and serve their customers well. With a vast European network and strong presence across North America, Hg’s 400 employees and $70 billion in funds under management support a portfolio of more than 50 businesses, worth over $150 billion aggregate enterprise value, with over 110,000 employees, consistently growing revenues at more than 20%.

About Gryphon Investors

Gryphon Investors (www.gryphoninvestors.com) is a leading middle-market private equity firm focused on profitably growing and competitively advantaged companies in the Business Services, Consumer, Healthcare, Industrial Growth, and Software sectors. With approximately $9 billion of assets under management, Gryphon prioritizes investments in which it can form strong partnerships with founders, owners, and executives to accelerate the building of leading companies and generate enduring value through its integrated deal and operations business model. Gryphon’s highly-differentiated model integrates its well-proven Operations Resources Group, which is led by full-time, Gryphon senior operating executives with general management, human capital acquisition and development, treasury, finance, and accounting expertise. Gryphon’s three core investment strategies include its Flagship, Heritage, and Junior Capital strategies, each with dedicated funds of capital. The Flagship and Heritage strategies target equity investments of $50 million to $350 million per portfolio company. The Junior Capital strategy targets investments in junior securities of credit facilities, arranged by leading middle-market lenders, in both Gryphon-controlled companies, as well as in other private equity-backed companies operating in Gryphon’s targeted investment sectors.

Growth capital investment will support continued expansion of 1970 Group’s innovative liquidity management solution for insured companies

NEW YORK – July 29, 2024 – 1970 Group, a specialized risk financing provider to the insurance industry with expertise in structured financing, credit support, and risk management, today announced a significant growth capital investment from Bain Capital Insurance (“Bain Capital”), the dedicated insurance investing unit of Bain Capital, to support the continued expansion of its innovative liquidity management solutions for insured companies. Financial terms of the private investment were not disclosed.

1970 Group works with insurance buyers and risk managers, insurance brokerages, carriers, and banks to deliver a unique insurance collateral model that effectively manages risks and promotes business health. 1970 Group pioneered Insurance Collateral Funding (ICF), a balance sheet and liquidity management solution that enables companies to transfer their insurance collateral requirements off their balance sheets, thereby giving them more capital to deploy to business operations and investment opportunities.

“Bain Capital’s investment will further support 1970 Group’s mission to help companies unlock liquidity and operate at their fullest potential, enabling us to bring our solutions to a greater number of businesses across the United States and Canada,” said Stephen Roseman, CEO and Founder of 1970 Group.

“Stephen and the 1970 Team have created an innovative liquidity solution for the insurance industry that can adjust to evolving collateral requirements, enabling companies to free up their balance sheets and dedicate more resources to seizing growth opportunities,” said Matt Popoli, Global Head of Bain Capital Insurance.

“We look forward to supporting 1970 Group’s next phase of growth as it continues to enhance the insurance collateral model and creatively manage risk for its customers, allowing them to access capital that would otherwise be trapped in insurance collateral,” said Jack Sun, Managing Director of Bain Capital Insurance.

About 1970 Group

1970 Group is a specialized risk financing provider with expertise in structured financing, credit support and risk management. The company pioneered the concept of the Insurance Collateral Funding solution, which enables companies to transfer their insurance collateral requirements giving them more capital to deploy to business operations and investment opportunities. The 1970 Group leadership team is comprised of insurance, investment, and legal veterans with decades of experience in their respective disciplines. Visit www.1970group.com for more information.

About Bain Capital

Bain Capital Insurance is the dedicated insurance investing business of Bain Capital, a leading global private investment firm with approximately $185 billion under management across 23 offices on four continents. We seek to collaborate with leading insurance businesses and management teams to unlock value and drive innovation across the insurance industry, specializing in insurance investing strategies that span the entire value chain and growth spectrum – from catalyzing transformational change, creating new platforms, and stepping into capacity-driven dislocations, to partnering with industry participants to meet their long term strategic and investment return targets. Learn more at www.baincapitalinsurance.com.