Acquisitions Of (Re)insurance Undertakings By Private Equity Funds – Supervisory Statement Of EIOPA

On 27 January 2026, the European Insurance and Occupational Pensions Authority (EIOPA) provided a Consultation Paper on a Supervisory Statement addressed to national supervisory authorities with the aim of ensuring high-quality, convergent, and risk-based supervision of (re)insurance undertakings in the EU by raising awareness of current issues.

The issue that currently concerns EIOPA the most is the growing appetite of private equity funds for acquisitions of (re)insurance undertakings.

EIOPA acknowledges the economic benefits of these acquisitions (such as diversified investment strategies, operational efficiencies, higher yields, and easier access to capital), but draws the attention of national supervisory authorities to the associated risks:

• The complex ownership structures used by PE funds when acquiring (re)insurance undertakings (intermediary holdings, composition, and location of entities in third countries) can pose challenges for national supervisory authorities, especially during the acquisition process subject to a limited time frame of 60 working days under the change of control procedure;
• PE funds may have short-term investment horizons, with exit strategies potentially misaligned with the (re)insurance undertaking's long-term commitment to policyholders;
• Once a (re)insurance undertaking has been acquired, PE funds may change its asset allocation towards private credit and illiquid assets. These forms of investment may – depending on the precise asset - be viewed as riskier, and may also be used to support other businesses owned by or related to the same PE fund, which may trigger a conflict of interest; and
• PE funds may use collateralised debt secured by the (re)insurance undertaking 's operations and assets to finance acquisitions, resulting in high leverage and significantly increased prudential risks.

In view of these risks, EIOPA proposes a number of measures that should be implemented by national supervisory authorities.

According to EIOPA, national supervisory authorities should:

• Request
  • Details on agreements regulating the PE funds' relationships;
  • Information on entities influencing PE decisions making;
  • Justification for each level of the ownership chain;
  • Information about third-party interest that could impact management decisions related to the acquired (re)insurance undertaking;
• Require proposed PE funds to provide a complete list of planned changes post-authorisation, including at least a three-year business plan;
• Evaluate how the investment horizon aligns with insurer obligations to policyholders;
• Monitor intragroup transactions, ensuring application of the arm's length principle, fair value of commissions, and adequate intragroup transaction policy;
• Ensure
  • that (re)insurance undertakings maintain an effective system of governance providing sound and prudent management; and
  • that decisions are made in policyholders' and beneficiaries' best interests; and
• Scrutinise the entire financing structure of the respective acquisition, ensuring the (re)insurance undertaking's ability to generate value.

In view of the timeline applicable to formal notification assessments for qualifying holdings or portfolio transfers (change of control procedures, see our Insurance M&A - A quick Guide to acquiring a German Insurance Company and FAQs - UK regulatory approvals for insurance M&A), PE funds should be encouraged to enter early dialogue with national supervisory authorities before submitting formal notification, particularly where significant changes to the business model are planned.

For context, the topic of private equity investments in the UK insurance market was addressed by the Prudential Regulation Authority (PRA) in 2024. Although the PRA notes that the characteristics of a particular transaction may justify differences in the depth and methods of its assessment, it also stated that private equity firms (as well as hedge funds and sovereign wealth funds) intending to acquire 20% or more of a PRA-regulated firm can expect to provide additional information beyond its standard requirements. These may include:

• Information on the firm's track record in acquiring financial institutions and how those acquisitions have performed;
• Details of the firm's investment policy and any investment restrictions, including investment monitoring, investment rationale, and exit strategy;
• The framework for the firm's investment decisions, including information on the individuals responsible for decision‑making; and
• The AML procedures and framework of each proposed controller.

Next steps

The Consultation Paper on a Supervisory Statement is intended merely as a discussion starter. EIOPA welcomes comments on the Consultation Paper (including any alternatives EIOPA should consider) until 30 April 2026. It remains to be seen what concrete actions will follow from national supervisory authorities, undertakings, and the PE industry, and what concrete legal measures the Consultation Paper will lead to. However, it also shows that EIOPA has PE funds and their activities related to (re)insurance undertakings on its radar.

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