P&C transaction support

Milliman provides comprehensive support for P&C-related M&A transactions by evaluating the profitability and risk profile of the target’s product lines and conducting detailed assessments of loss and loss adjustment expense reserves. These services are particularly relevant in today’s market, where P&C M&A is increasingly driven by targeted, strategic dealmaking rather than broad consolidation. Recent trends show insurers prioritizing profitable growth, portfolio repositioning, and capital efficiency, often through selective acquisitions or divestitures of non-core lines. In this environment, Milliman’s ability to rigorously assess risk, earnings sustainability, and reinsurance strategy helps clients make informed decisions and execute transactions with greater confidence.

Our P&C M&A consulting can span a wide range of product lines, such as personal auto, homeowners, commercial auto, general liability, workers’ compensation, excess and surplus (E&S), professional liability, and specialty lines including cyber and directors and officers (D&O), as well as catastrophe-exposed property portfolios or run-off blocks where risk concentrations and volatility are critical considerations. We review existing reinsurance programs and offer strategic guidance on how these can be optimized—whether in advance of a transaction for sellers or following acquisition for buyers. Our work spans a range of transaction types, including acquisitions of specialty insurers, portfolio transfers and loss portfolio transfers (LPTs), carve-outs of underperforming business lines, and strategic reinsurance transactions.

Legacy liabilities

Milliman has extensive M&A experience working with latent and mass tort claims. As insurers, reinsurers, and self-insured corporations realize the significant potential of mass tort claims (including asbestos, pollution, black lung, PFAS, talc, silica and various other health hazard exposures), many turn to Milliman for the insight and experience necessary to understand and quantify these liabilities.

Our independence and experience bring a level of clarity unavailable from in-house resources. Over the past 30 years, Milliman has assisted more than 100 companies in quantifying mass tort liabilities, ranging from the world’s largest insurance and reinsurance providers to bankruptcy trusts and run-off specialists to manufacturers to related corporations and many others.

Milliman’s Legacy M&A team has vast experience leading a variety of legacy due diligence projects, including work for numerous companies to perform reserving analyses, due diligence (buy or sell side) for transactions, and other ad hoc analyses, such as price estimates for commutation negotiations. Milliman has developed proprietary models for novel mass tort exposures spanning talc, glyphosate, PFAS, and other chemical / environmental concerns.

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Client case study: Asbestos liability transaction support

Our analysis supported a successful transaction, helping the client reduce financial uncertainty and improve readiness for strategic initiatives.

Challenge

A large U.S. manufacturing firm was facing significant long-term asbestos liabilities which were projected to remain on its balance sheet for several decades. These liabilities presented substantial enterprise risk and created financial headwinds, including investor reporting, financial disclosures, and drag on earnings.

The company sought to reduce its long-term exposure through a liability transaction but lacked the in-house expertise to accurately assess the full scope and transaction value of the asbestos obligations.

Approach

Milliman supported the client through a multi-phase actuarial due diligence process:

• Independent, tailored liability valuation. We conducted a comprehensive actuarial assessment of the client’s asbestos-related liabilities using actuarially vetted methodologies and data, investing significant effort into understanding the client’s specific exposures, past litigation history, legal strategy, insurance coverage, and outlook. We produced both discounted and undiscounted estimates and cashflows of expected future losses that reflected the true scope of their risk and were grounded in the company’s unique context.
• Transaction planning support. Using our projections, we advised the client on potential transaction structures and costs, helping them better understand the economics of transferring these liabilities to a runoff specialist.
• Support through buyer engagement. We helped the client prepare for discussions with potential third-party acquirers. As an independent advisor, we fielded buyer inquiries and provided additional analyses to support informal bidding processes and negotiations.
• Ongoing expert consultation. Throughout the transaction lifecycle, Milliman remained engaged to provide unbiased expertise, support strategic decisions, and validate assumptions as deal terms evolved.

Impact

By working with Milliman, the client achieved:

• A clear, defensible understanding of its long-term asbestos exposure.
• The ability to assess and compare bids from multiple acquirers based on data-driven insights.
• Enhanced positioning to remove legacy liabilities from the balance sheet and improve capital flexibility.
• Internal alignment among legal, finance, and executive stakeholders through a transparent and collaborative process.
• Assurance in their decision-making with Milliman’s independent expertise, knowing the analysis was free of conflicts of interest.