EIOPA's Supervisory Statement on private equity investments in (re)insurers
On 6 October 2026, EIOPA published its Supervisory Statement on the authorisation and ongoing supervision of (re)insurance undertakings related to private equity ("PE"). The Statement is a non-binding supervisory tool setting out common expectations for EU national competent authorities. It does not create new legal obligations but provides a clearer indication of the questions supervisors are likely to ask when assessing the acquisition of an insurer or reinsurer and in their ongoing supervision following completion. This is part of a global trend across the insurance sector as regulators observe and react to the involvement of private equity in the sector across jurisdictions.
What should transaction teams take away?
Four points stand out:
- Substance over Form. Supervisory scrutiny will focus on the substance of the investor’s proposed acquisition structure and operating model, rather than on the PE label alone. The supervisory criteria may apply to non-PE players to the extent their modus operandi resembles that of PE firms;
- Insurance Group implications and Leverage. In leveraged acquisitions, supervisors may scrutinise the entire ownership and financing structure on a group-wide basis, including debt incurred above the (re)insurer. They may also consider a group SCR assessment at the level of the ultimate parent undertaking outside the EEA and whether the structure has implications for the scope of insurance group supervision;
- Conditional Approvals. Regulatory approval may also involve conditions, undertakings or ongoing reporting requirements. Transaction teams should carefully consider the allocation of risks in relation to such conditions in the transaction documents (including through burdensome condition constructs or similar mechanisms);
- Change of Control Timelines. Finally, transaction timetables should anticipate a potentially extensive pre-application phase and detailed information requests before the formal assessment period begins.
These considerations do not mean that PE ownership is inherently problematic. They do, however, make early regulatory preparation, a transparent acquisition structure and clear contractual allocation of regulatory risk increasingly important considerations.
Supervisory scrutiny will not necessarily depend on whether the investor is formally described as private equity. EIOPA focuses on the investor’s characteristics and modus operandi. Non-PE investors may therefore face similar scrutiny where their structures or plans display comparable features. Conversely, PE investors pursuing a long-term strategy should be prepared to explain how their plans differ from the features of the PE modus operandi.
Can the supervisor understand the structure and its financing?
Supervisors will look through ownership and financing arrangements to understand where control and decision-making sit, how the acquisition is funded and why each layer of the structure is needed.
The assessment of acquisition financing will not necessarily stop at the regulated (re)insurer. Where acquisition debt sits further up the ownership chain, including outside the EEA regulated perimeter, supervisors may consider how it will be serviced and whether it could affect the (re)insurer’s solvency, liquidity or operational independence.
Depending on the structure and the applicable group supervision framework, supervisors may also consider whether additional group-level assessment is appropriate, potentially including a group solvency assessment at the level of the ultimate non-EEA parent. This is a conditional, case-by-case expectation, rather than an automatic or formal extension of group supervision.
Regulatory transparency should therefore be considered alongside tax, financing and fund governance when designing the acquisition structure. The ownership and financing arrangements should be capable of being explained on a group-wide and look-through basis from an early stage.
Does the business plan match the investment case?
The regulatory filing, the commercial assumptions underlying the transaction and the materials used to approve the investment should tell a consistent story.
PE acquirers should expect local supervisors to require a detailed three-year business plan setting out the changes contemplated after completion.
The Statement also advises supervisors to seek supporting board or investment committee materials where required, to check consistency with the three-year business plan provided to the regulator.
Regulatory preparation should therefore begin early. The business plan should be treated as a core transaction deliverable, rather than as a filing document prepared towards the end of the process. It is essential that the acquirer's internal materials (including board and investment committee minutes) are consistent with the information disclosed to the regulator.
Could regulatory approval come with conditions?
Supervisors may consider the imposition of conditions or undertakings relating to the risks identified in the regulatory filing, including conditions or restrictions relating to dividends and other distributions, investments, reinsurance, governance, reporting or the investor’s exit strategy.
Where conditions cannot formally be attached to a decision not to oppose the acquisition under national law, supervisory concerns may instead be addressed through other mechanisms such as side letters provided by acquirers to the regulator in advance of or at the time of the declaration of non-opposition.
Transaction documents should anticipate the possibility of burdensome conditions and allocate the associated risk clearly between the parties, including the circumstances in which the buyer may be entitled not to proceed.
When will the regulatory process really begin?
The statutory assessment period under Article 58 of the Solvency II Directive remains 60 working days from acknowledgement of a complete notification, subject to the applicable suspension rules. The practical process may nevertheless take considerably longer.
For complex or non-standard transactions, a substantive pre-application phase may precede the formal filing. Supervisors may expect detailed information about the investor, the ownership and governance structure and the financing arrangements. In some cases, they may also wish to review draft filing materials before the formal application is submitted.
Pre-application engagement should therefore be treated as a distinct regulatory workstream and reflected in the transaction timetable and longstop date.
What happens after closing?
Governance, investments, leverage, reinsurance, remuneration and related-party arrangements will remain under scrutiny. The focus on reinsurance also reflects increased international attention to the use of asset-intensive reinsurance, particularly in life insurance. Supervisors will also consider whether the insurer’s management and board can exercise independent judgement and manage conflicts involving affiliated asset managers, reinsurers or service providers.
Where warranted, the investor’s proposed holding period and exit strategy may also need to be reflected in the insurer’s risk-management framework and ORSA. The Statement advises supervisors to closely monitor the risks that may arise for PE-related (re)insurers as the end of the PE investment period approaches, in particular when no exit has been implemented.
PE investors should therefore consider the entire regulatory life of the investment, rather than focusing only on the route to approval.
Looking at the transaction through the supervisor’s eyes
For PE sponsors, the Statement is best read as a preview of the supervisory conversation. Before approaching the regulator, investors and transaction teams should ask: If we were the supervisor, what would we want to understand about this transaction?
That means testing whether the ownership structure, financing arrangements, investment case and post-closing model can be clearly explained and substantiated before the formal regulatory process begins.
Addressing those questions early may influence not only the regulatory filing, but also the structure and timetable of the transaction and the contractual allocation of regulatory risk.
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