Continued Momentum with Shifting Regional Dynamics
A notable development this quarter was the resurgence of Continental European transactions, following a quieter 2024. This reaffirms the growing regulatory familiarity and commercial acceptance of run-off structures outside the UK and North America. Both DARAG and Compre were active in the region, with transactions including a Danish workers’ compensation book and a Belgian motor and casualty portfolio, respectively.
In the US, corporate liability activity continued with FARA Pacific Holdings’ acquisition of Todd Shipyards LLC, which housed legacy asbestos liabilities and associated insurance assets from Vigor Industrial. The deal illustrates a continued trend of corporates seeking to isolate and exit long-tail exposures, particularly those linked to environmental or industrial liabilities.
Also of note, Marco Capital completed its second acquisition from the R&Q estate, acquiring R&Q Gamma, primarily comprising Occupational Disease and Workers’ Compensation liabilities. This transaction reflects ongoing interest in targeted acquisitions from sellers where secondary market transactions make strategic sense for both buyer and seller.
Market Drivers and Thematic Developments
Strategic motivations for run-off transactions continue to evolve. Many transactions are now driven by portfolio simplification, jurisdictional exits or legal finality, rather than capital release alone. This shift is especially visible in the UK and US, where strong underwriting results across 2024 and early 2025 have reduced the urgency of capital-driven divestments. Nevertheless, the rising cost of regulatory capital, particularly under Solvency II frameworks, means optimisation remains an important theme, especially in Continental Europe.
In parallel, increasing M&A activity in the live P&C market is reinforcing the strategic relevance of legacy. As insurers and acquirers pursue growth via transformation and diversification, legacy platforms are playing a more active role both pre- and post-acquisition. Tail liabilities are being offloaded ahead of M&A execution, while acquired reserves are increasingly carved out post-close to minimise capital drag and enhance strategic focus. These shifts are contributing to greater complexity in deal structures and a tilt towards scaled, agile platforms with cross-border capabilities. Strategic diversification also appears to be on the agendas of legacy acquirers with service businesses of particular interest. PwC UK is currently advising a number of clients on the sale of legacy and non-core operations, including a motor insurer in run-off and a UK claims handling business, which is expected to attract interest from several legacy consolidators amongst other potential suitors.
| Acquirer Group | Target / Target Group | Predominant Territory | Type of deal | (Re)insurer/ Lloyds/ Captive/ Corporate | Predominant class of liabilities |
|---|---|---|---|---|---|
| Compre Group | CSE Group / Covea | North America | Share sale | (Re)insurer | Personal Lines |
| Compre Group | Ethias | Continental Europe | IBT | (Re)insurer | Motor and Casualty Liabilities |
| DARAG Group | Protector Forsikring ASA | Continental Europe | PTA (Legal Finality Solution) | (Re)insurer | Workers' Compensation |
| DARAG Group | Undisclosed | Continental Europe | LPT | (Re)insurer | Undisclosed |
| FARA Pacific Holdings | Todd Shipyards LLC / Vigor Industrial LLC | North America | Share sale | Undisclosed | Corporate Asbestos and other legacy liabilities |
| Marco Capital | R&Q Gamma / R&Q | UK & Ireland | Share sale | (Re)insurer | Occupational Disease and Workers' Compensation |
| Riverstone Group | Undisclosed | North America | Undisclosed | Captive | Workers' Compensation |
| Riverstone Group | Undisclosed | North America | Undisclosed | Captive | Workers' Compensation |
| Swiss Re | Undisclosed | Rest of World | Legal Finality Solution | Undisclosed | Undisclosed |
| Swiss Re | CAA Insurance Company | North America | LPT/ADC | (Re)insurer | Motor |
Macro Landscape and Investor Sentiment
The sector continues to navigate a macro environment marked by uneven inflation, trade disruptions, and interest rate uncertainty. The April 2025 US tariff changes are adding cost pressures in lines such as motor and property, which may drive run-off decisions in affected portfolios.
Whilst interest rates have stabilised in some markets, persistent inflationary stickiness continues to influence reserve assumptions and discounting methodologies - both of which play into deal pricing dynamics.
Despite this, investor sentiment remains broadly positive. Reports of potential new entrants have been noted, including a major global asset manager, reflecting continued appetite for legacy as a scalable, long-duration asset class.
Meanwhile, technology adoption continues but is slow, with platforms experimenting with AI-assisted tools for diligence, data summarisation and portfolio triage - a gradual but growing trend in deal execution.
Outlook
With 2025 now at the halfway point, the run-off market appears well-positioned to maintain its current pace. Deal flow remains healthy, particularly in the UK and US, and interest is expanding in Continental Europe and in targeted corporate sectors. As regulatory scrutiny increases, the market softens in some areas and macro uncertainty persists, run-off is increasingly being viewed not just as a solution for capital or claims management, but as a broader strategic lever for insurers and corporates alike.
We look forward to speaking with many of you at Monte Carlo Rendez-Vous in September, where we will be launching the sixteenth edition of PwC’s Global Insurance Run-Off Survey.
Non-life insurance run-off deals - Q2 2025
How we can support our clients
The non-life insurance run-off deals team has access to more than 200 specialists who can provide expert support throughout the deal lifecycle, including:
- Strategic options analysis and deal feasibility studies – utilising our global network and outreach and transactions service capabilities
- Transaction structuring advice – through our specialist market knowledge and wealth of experience, we know what acquirers want to see and how they interpret data, allowing us to pre-empt questions to provide a smooth transaction process
- Actuarial support – pre-deal and throughout the deal including pre deal analysis and pricing, reserving and capital optimisation and negotiation support throughout the deal
- Bidder identification and running of sales processes – we have detailed project management methodology to run tightly controlled and efficient disposal transactions
- Commercial, financial, regulatory, and tax due diligence – we bring unrivalled technical expertise to the transactions process and can leverage this every step of the way to add value to deals to the satisfaction of all stakeholders
- Financial & Tax structuring – we can integrate specialist services into our offering to support both the transaction and how it best fits into your business and operations
- Post-transaction support – supporting migration and separation post deal, we also offer managed service and outsourcing options to our clients
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