Insurance & Reinsurance

• Major insurance companies on a range of issues including benchmarking, joint ventures, and the application of the McCarran-Ferguson Act.
• Marsh & McLennan in dozens of cases brought by both private plaintiffs and state attorneys general alleging violations of the antitrust laws in federal and state courts across the country. 

Advised companies and private investors on the formation, structuring, financing and capitalization of new offshore insurance and reinsurance companies including Aeolus re ltd., Aspen Insurance Holdings Limited, Axis Capital, Essent Group Ltd., Lancashire Holdings Limited, Montpelier Re Holdings Ltd., PartnerRe ltd., RenaissanceRe Holdings ltd., and Third Point Reinsurance Ltd. We have also advised Tiger Risk LLC, a reinsurance broker and risk/capital management advisor, in connection with equity capital commitments by private equity investors to support TigerRisk’s growth, and Essent Group Ltd., a new mortgage guaranty insurance and reinsurance company in connection with equity capital commitments by a group of private Investors. We advised Aquiline Capital Partners in its equity capital investments in TigerRisk.

• American Family Mutual Insurance Company, S.I., in connection with the initial public offering of its affiliate Bowhead Specialty Holdings Inc.
• American Family Mutual Insurance Company, S.I., as a selling stockholder in the secondary offering of Bowhead Specialty Holdings Inc. (NYSE: BOW)
• Hamilton Insurance Group, Ltd. on its initial public offering.
• The underwriters in Marsh & McLennan’s $1.6 billion senior notes offering.
• Fidelis Insurance Holdings Limited in connection with its initial public offering on the New York Stock Exchange.
• Fidelis Insurance Holdings in connection with a secondary offering by certain shareholders.
• The underwriters in connection with James River Group Holding’s public offering of the company’s common shares, valued at $201,422,500. 
• Lancashire Holdings Limited in connection with its inaugural offering of $450 million aggregate principal amount of 5.625% Fixed-Rate Reset Junior Subordinated Notes due 2041. 
• MetLife, Inc., a leading global provider of insurance, annuities and employee benefit programs through its subsidiaries and affiliates, in connection with the following transactions:
  
  • Offer and sale of $500 million aggregate principal amount of 3.000% Senior Notes due 2025 and $1 billion aggregate principal amount of 4.050% Senior Notes due 2045.
  • Offer and sale of $1.0 billion aggregate principal amount of senior notes, in August 2012 of $750 million of senior notes, in March 2011 of $2.97 billion of common stock and the concurrent offerings by AIG of $3.38 of MetLife’s common stock and $3.32 billion of MetLife’s common equity units, and in August 2010 of $3.6 billion of common stock and $3.0 billion of senior notes. 
  • Issuances of funding agreement-backed notes through Metropolitan Life Global Funding I and MetLife Institutional Funding II of approximately $4.5 billion in issuances of multicurrency denominated funding agreement-backed-notes by Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut.
• UBS in connection with the undated subordinated fixed-to-floating rate bonds issue by Germany-based reinsurance company Munich Re.
• RenaissanceRe Holdings Ltd, a Bermuda-based global provider of property catastrophe and specialty reinsurance, as well as other insurance coverages, in connection with the following offerings:
  
  • $400 million Senior Notes offering.
  • $300 million offering of senior notes by its subsidiary, RenaissanceRe Finance Inc.
• W. R. Berkley Corporation in connection with the following offerings:
  
  • $300 million aggregate principal amount of 4.125% Subordinated Debentures due 2061. 
  • $400 million aggregate principal amount of 3.550% Senior Notes due 2052. 
  • $350 million aggregate principal amount of 3.150% Senior Notes due 2061. 

(* Denotes Deal Counsel)

• Ajax Re (sponsor: Aspen Re) *
• Armor Re (sponsor: American Coastal)
• Atlas Capital DAC (sponsor: SCOR) 
• Atlas Reinsurance III (sponsor: SCOR) *
• Atlas Reinsurance IV (sponsor: SCOR) *
• Atlas V (sponsor: SCOR) *
• Atlas VI (sponsor: SCOR) * +
• Atlas VII (sponsor: SCOR) * +
• Atlas IX Capital (sponsor: SCOR) *
• Atlas Reinsurance VII (sponsor: SCOR) *
• Blue Danube II (sponsor: Allianz)
• Caelus Re (sponsor: Nationwide Mutual) *
• Caelus Re II (sponsor: Nationwide Mutual) *
• Galileo Re (sponsor: Catlin)
• Globe Re (sponsor: Hannover Re) *
• Green Valley (sponsor: Groupama/Swiss Re) +
• Herbie Re (sponsor: Fidelis)*
• Ibis Re II (sponsor: Assurant) *
• Lakeside Re III (sponsor: Zurich)
• Loma Re (sponsor: Argo Re)
• Loma Reinsurance (sponsor: Argo Re) * +
• Merna Re (sponsor: State Farm) *
• Montana Re (sponsor: Flagstone Re) * +
• Mystic Re (sponsor: Liberty Mutual) *
• Mystic Re II (sponsor: Liberty Mutual) * +
• Nathan (sponsor: Munich Re) *
• Nelson Re (sponsor: Glacier Re) * +
• Oak Leaf (private)
• Queen Street (sponsor: Munich Re)
• Queen Street II (sponsor: Munich Re) *
• Queen Street VI Re (sponsor: Munich Re)
• Queen Street VII Re (sponsor: Munich Re)
• Sanders Re (sponsor: Allstate) *
• Skyline Re (private)
• Topiary (sponsor: Platinum) *
• Tramline Re (sponsor: Amlin) *
• Vecta I (sponsor: Aurigen Reinsurance)
• VenTerre Re Ltd. (sponsor : QBE)
• Vitality Re (sponsor: Aetna) *
• Willow Re (sponsor: Allstate) *
• Willow Re II (sponsor: Allstate)

• Alterra’s New Point * and Bay Point facilities
• Argo’s Harambee facility *
• Brit Insurance’s Norton facilities *
• Hiscox’s Panther facility *
• Lancashire’s Saltire I, Sirocco and Accordion facilities *
• Montpelier Re’s Blue Ocean facility *
• Paris Re’s Triomphe facility *
• Partner Re’s Lorenz Re facility
• Renaissance Re’s Timicuan and Upsilon * facilities
• XL’s Cyrus facilities

• Provided senior executive/executive team representation for Allianz, the Munich, Germany-based global insurer.

• Atropos ILS Fund (sponsor: SCOR)
• Cartesian Iris Re (sponsor: Cartesian Capital Group; advisor: Aspen Insurance Holdings Limited) 
• Nephila Funds (Sponsor: Nephila Capital)
• Pillar Insurance Opportunity Fund Limited (Sponsor: Benfield)
• Queen Street VI Re (Sponsor: Munich Re)
• Queen Street VII Re (Sponsor: Munich Re)
• RenaissanceRe Medici Fund Ltd. (Sponsor: Renaissance Re)
• Third Point Reinsurance Opportunities Fund Ltd. (Sponsor: Third Point Re)
  
   

• Federal Multi-District Litigation asserting antitrust and RICO claims against virtually every major U.S. insurer and broker relating to allegations of bid rigging.
• Dispute relating to $250 million of earthquake coverage for damages arising from Tohoku earthquake in Japan.
• Negotiated resolution of $200 million of coverage for claims relating to BP oil spill, and lawsuit relating to remaining $50 million of coverage.
• Dispute relating to $50 million in casualty coverage for claims by energy company relating to shutdown of a damaged steam turbine generator.
• Dispute relating to $100 million of professional liability coverage for claims in putative class action against institutional money manager.
• Suit brought by Lloyd’s Names seeking to hold U.S. and U.K. brokers liable for more than $1 billion in asbestos related liabilities.
• Dispute relating to $100 million of wind storm coverage for damage caused by Hurricanes Frances and Jeanne.
• Dispute relating to $100 million of coverage for products liability claims brought against pharmaceutical company.
• Reinsurance coverage dispute arising out of $400 million of coverage for workers’ compensation carve out exposures.
• Collection of over $500 million of coverage for D&O, E&O, and EPL losses arising out of government investigation and related civil litigation.
• D&O coverage disputes relating to Worldcom, Enron, and Refco.
• D&O coverage disputes relating to claims of insider trading, including against hedge funds
• Dispute relating to coverage for accountant liability.
• Dispute relating to in excess of $60 million in coverage for claims against insurer relating to its sale of tax exempt investments.
• Dispute relating to coverage under $40 million property policy for claims brought by Pennsylvania manufacturer for damage to its facility from heaving caused by expansive slag.
• Dispute relating to $250 million in coverage for ash spill.
• Dispute relating to coverage for title company for claims brought by major bank in connection with the U.S. mortgage industry meltdown.
• Dispute relating to coverage for Madoff-related claims brought against fund administrator.
• Dispute involving products liability coverage for claims against manufacturer of pain pumps.
• Dispute arising out of trade credit agreement arising out of customer’s bankruptcy.
• Dispute relating to claim for property and business interruption coverage ultimately purchased by insurer from insured in bankruptcy proceeding.
• Defense of asbestos claims brought against insurer, on alter ego and similar grounds, relating to the recapitalization of the Home Insurance Company.
• Dispute relating to loss portfolio transfer for workers’ compensation claims.
• Dispute relating to impact of anti-stacking exclusion on professional liability coverage for a private equity fund.
• Dispute relating to impact of sunset clause on coverage provided by retrocessional reinsurance facility for workers’ comp carveout claims.
• Dispute relating to coverage under $50 million political risk insurance policy.
• Dispute relating to owner-controlled insurance program for New York City agency.
• Government investigation of a captive insurance company for a financial institutions.
• Dispute relating to coverage under crime & fidelity policy following two massive financial frauds at a bank.
• International arbitration involving 9/11-related claims against retrocessional reinsurance facility.
• Dispute relating to coverage for claims against fund trustees for breach of fiduciary duty.
• Dispute relating to coverage for product liability claims.
• Many litigations involving legal duties owed by insurance brokers, including landmark case in Missouri Supreme Court.

• Allstate’s $1 billion offering of junior subordinated debentures and $500 million offering of subordinated debentures 
• Aspen’s $200 million offering of preference shares
• Aviva’s $400 million offering of capital securities (Solvency II)
• Liberty Mutual’s $1.25 billion offering of fixed to floating rate junior subordinated notes
• MetLife’s $500 million offering of junior subordinated debentures
• MetLife’s (MICC) $750 million offering of X-SURPS (Exchangeable Surplus Notes)
• MetLife’s (MLIC) $700 million offering of X-SURPS (Exchangeable Surplus Notes)
• MetLife’s $1.5 billion offering of floating rate perpetual preferred stock 
• MetLife’s $600 million offering of fixed rate perpetual preferred stock
• MetLife’s $1.8 billion offering of common equity units
• MetLife’s $1.25 billion offering of junior subordinated debentures
• Nationwide’s $400 million offering of junior subordinated debentures
• RAM’s $75 million offering of floating rate preference stock
• W. R. Berkley’s $350 million offering of subordinated debentures
  
   

We have acted as transaction counsel on numerous life insurance securitizations and private structured finance transactions involving innovative techniques to finance Regulation XXX and AXXX redundant reserves for sponsors including Aegon, Aviva, Genworth, Grange Life, Legal & General, MetLife, Inc., Mutual of Omaha, RGA and UNUM, as well as other sponsors in confidential transactions.

In addition, we have advised many banks and bank affiliates in similar transactions. We have also advised on embedded value securitizations of blocks of life insurance business and closed block securitizations.

• In re American International Group, Inc. Securities Litigation No. 08-CV-4772-LTS (S.D.N.Y.): AIG risk management in connection with securities class actions and related SEC, Department of Justice, and Congressional investigations in connection with credit default swap and other mortgage-related financial instruments. 
• Associated Community Bancorp, Inc. and its banking subsidiaries (together, “Associated”) in connection with an insurance coverage dispute with St. Paul Mercury Insurance Company (“St. Paul”), Associated’s professional liability insurance carrier. Prior to the revelation of Bernard Madoff’s Ponzi scheme in 2008, Associated served as an institutional custodian for certain customers who sought to invest with Madoff. Pursuant to various agreements, Associated was directed to transfer funds deposited by customers in their custodial accounts to Madoff for investment. Following the discovery of Madoff’s fraud, and the loss of customers’ monies, Associated was named in a series of class and individual lawsuits alleging that Associated breached its obligations to its customers under the custodial agreements. Associated was also named in regulatory action brought by Connecticut’s Banking Commissioner. Associated sought indemnification for the defense of these lawsuits from St. Paul under its bankers professional liability insurance policy. St. Paul, however, denied coverage, noting the bankruptcy of Madoff’s investment firm, and citing a policy exclusion for claims arising from an insolvency. On behalf of Associated, Willkie filed a complaint in New York State Supreme Court to enforce Associated’s contractual right to advancement of defense costs and indemnity under the St. Paul policy.
• Converium Holding AG, the Swiss insurer, in connection with an international arbitration involving 9/11-related claims against retrocessional insurance facilities.
• Marsh & McLennan Companies, Inc, a premier global professional services and risk solutions firm in the following litigation:
  
  • Bear v. Marsh: Marsh USA Inc. in connection with a case involving an emerging area of law – whether and when a “special relationship”  exists between a policyholder and insurance broker. In its decision, the Court ruled that Marsh did not enter into a special relationship with Bear that gave rise to a heightened duty to advise and that in any event, Marsh had procured the proper policy for Bear. This ruling is significant for insurance brokers as the special relationship doctrine continues to evolve across the country. 
• RAM Reinsurance, a Bermuda-based provider of financial guaranty reinsurance, in connection with Joyce Richardson v. RAM Reinsurance, an AAA arbitration of claims arising out of termination of employment of the chief executive officer.
• SCOR, the global reinsurance company (formerly Converium), in connection with in a class action relating to the company’s reserve accounting and other issues.
  
   

• Accuserve Solutions, a portfolio company of Aquiline Capital Partners, on a majority investment from Flexpoint Ford.
• Advised the Special Committee of The Westaim Corporation (TSXV: WED) in connection with the creation of an integrated insurance and asset management platform by CC Capital and The Westaim Corporation.
• Aetna, one of the leading diversified health care benefit companies in the United States, in connection with its $1.45 billion agreement to sell its U.S. group life and disability business to The Hartford.
• AIG in the sale of its global individual personal travel insurance and assistance business to Zurich Insurance Group for $600 million plus additional earn-out consideration.
• Alleghany Corporation in connection with its $11.6 billion acquisition by Berkshire Hathaway. 
• Allstate in connection with the $2.8 billion sale of Allstate Life Insurance Company to entities managed by Blackstone, and its approximately $4 billion acquisition of National General Holdings. 
• American Family Insurance Group in the sale of a majority stake in the attorney-in-fact of Trusted Resource Underwriters Exchange to funds managed by Gallatin Point Capital.
• Global insurance organization American International Group in its agreement to sell a 76.6 percent interest in Fortitude RE to The Carlyle Group and Tokyo-based T&D Holdings for approximately $1.8 billion. 
• The Special Committee of the Board of Directors of AmTrust Financial Services, Inc. in connection with its sale to Stone Point Capital, the CEO and the Karfunkel Family. 
• Aquiline Capital Partners in connection with the following transactions:
  
  • its majority investment in Distinguished Programs, a national insurance program manager. 
  • its acquisition of Relation Insurance Services, one of the largest independent insurance brokers in the United States, from private equity firms Parthenon Capital and Century Equity Partners. 
  • the recapitalization of StarStone U.S., a specialty property & casualty insurance carrier. 
• Arch Capital Group Ltd. (Nasdaq: ACGL) as the lead of a syndicated group of investors that acquired a 10% GP stake in Pershing Square Capital Management, L.P. for an aggregate purchase price of $1.05 billion.
• Arch Insurance North America on its $450 million acquisition of Allianz’s U.S. MidCorp and Entertainment insurance businesses.
• Bamboo Ide8 Insurance Services, LLC in its approximately $285 million sale of a majority stake to White Mountains Insurance Group, Ltd.
• BB&T Corporation in connection with its acquisition of Regions Insurance Group from Regions Financial Corporation. 
• Blackstone in connection with a strategic partnership to support the continued growth of Resolution Life, a leading global life and annuity insurance consolidation business.  
• Blackstone in its landmark strategic partnership with Resolution Life, pursuant to which Blackstone and other investors will acquire Resolution Life in a transaction that will establish the company as a leading participant in the global life insurance and annuity consolidation business. 
• BNP Paribas Cardif in the negotiation of a long-term bancassurance strategic alliance in Latin America with Scotiabank. 
• Centerbridge Partners in connection with its acquisition of a controlling stake in Realogy's title insurance underwriter, as part of a strategic agreement to form a title insurance underwriter joint venture with Realogy. 
• CVS and Aetna International in connection with the sale of Aetna International’s Private Medical Insurance Business outside of the Americas and India to Allianz Partners. 
• Delaware Life Insurance Company in connection with its sale of Delaware Life Insurance Company of New York to Nassau Financial Group.   
• The Special Committee of the Board of Directors of EMC Insurance Group Inc. in connection with Employers Mutual Casualty Company’s $356 million acquisition of all of the remaining shares of EMCI. 
• Equitable Holdings in connection with the reinsurance of a $12 billion legacy variable annuity block to Venerable Holdings. 
• Essent Group, Ltd., a mortgage guaranty insurance and reinsurance provider, in connection with its acquisitions of Agents National Title Holding Company and Boston National Holdings LLC.   
• Fidelis Insurance Holdings Limited in connection with the launch of a new Managing General Underwriter and separation of its business. 
• Fidelity National Financial, the nation's largest title insurance company, in its acquisition of FGL Holdings for $2.7 billion. 
• First American Financial Corporation in connection with its acquisition of Mother Lode Holding Company, a provider of title insurance, underwriting and escrow services for real estate transactions with 17 operating subsidiaries throughout the U.S. 
• Franklin Templeton in its $925 million acquisition of Putnam Investments and its strategic partnership with Power Corporation of Canada and Great-West Lifeco.
• FTV Capital in its growth equity investment in London-based pet insurer Bought By Many. 
• Glatfelter Insurance Group, one of the largest privately owned insurance brokers in the United States, in its acquisition by global insurer American International Group, Inc.
• HealthMarkets, Inc. in connection with the sale of its student business to UnitedHealth Group.
• Homeowners of America (HOA), a Managing General Agent (MGA) and insurance carrier hybrid, in connection with its acquisition by Porch Group. 
• The sellers in connection with in the $650 million sale of Hospitals Insurance Company and FOJP Service Corporation to The Doctors Company. 
• iA Financial Corporation in its acquisition of Vericity, a leader in direct-to-consumer life insurance solutions.
• IK Investment Partners, through its IK Small Cap II Fund, in connection with its contemplated acquisition of a majority stake in LSA Courtage, a leading French online insurance brokerage platform. 
• IK Partners on the sale of Ascentiel Groupe, a leading digital insurance brokerage platform, to Cobepa.
• Japan Post Insurance in its strategic partnership with KKR and Global Atlantic Financial Group. 
• J.C. Flowers & Co LLC on its establishment of a London wholesale broking platform and the acquisition of two London brokers, SSL Insurance Group and Endeavour Insurance Services. 
• KKR in connection with its acquisition of retirement and life insurance company Global Atlantic for $4.4 billion. 
• Liberty Mutual Group Inc. in connection with its sale of the policy renewal rights of its middle market operations in separate parallel transactions to Arthur J. Gallagher & Co., Hub International Ltd and USI Holdings Corporation.
• MetLife, Inc. in connection with the separation of its U.S. retail business and its spin-off of Brighthouse Financial, Inc., creating two independent, publicly-traded companies. 
• MGT Partners LLC in its acquisition of CM Select Insurance Company and launch of MGT Insurance.
• Mitsui Sumitomo Insurance Co. Ltd. in connection with its acquisition of Transverse Insurance Group. 
• Nephila Holdings Limited, the pre-eminent insurance-linked securities manager in the world, in its agreement to be acquired by Markel.  
• Neuberger Berman in its acquisition of insurance-linked strategies manager Cartesian Re (developed as a portfolio company of Cartesian Capital Group) and affiliated reinsurer Iris Re. 
• Old Mutual plc in connection with its sale of its US life insurance and annuity operations for approximately $350 million to affiliates of Harbinger Capital Partners LLC and in its $535 million Excess Reserve Financing.
• Perella Weinberg, as financial advisor to AIG, in connection with a $5.6 billion acquisition of reinsurer Validus. 
• Protective Life Corporation on the $1.2 billion acquisition of Great-West Life & Annuity Insurance Company’s individual life insurance and annuity business, and in its agreement to acquire Liberty Mutual’s individual life and annuity business in a $3.3 billion multi-party transaction involving Liberty Mutual Group and Lincoln Financial Group. 
• Prudential Financial, Inc. on its agreement to reinsure a $12.5 billion guaranteed universal life block with Somerset Re.
• Prudential in connection with its reinsurance of a $8.1 billion longevity transaction with Barclays Bank UK Retirement Fund. 
• Prudential Financial, Inc. on its agreement to reinsure a $10 billion block of variable annuities with an affiliate of Constellation Insurance Holdings, Inc.
• QBE in connection with its sale of Westwood Insurance Agency to BRP Group, Inc. 
• Recognize Partners in connection with the agreement by GTCR and Recognize to acquire TRANZACT, a leading direct-to-consumer insurance services company, from WTW for $632.4 million.
• SageSure in its proposed acquisition of GeoVera Advantage Insurance Services, Inc., the managing general agent of GeoVera, and a related client in its proposed acquisition of GeoVera’s insurance carriers.
• Saudi Reinsurance Company on the sale its 49.9% stake in Probitas to Aviva plc for approximately £120 million.
• Searchlight Capital Partners in connection with its sale of Global Risk Partners, a leading UK-based insurance brokerage business. 
• The Securitas fund in connection with its investment in Amsterdam-based Ineas, Europe's first online pan-European insurance brokerage.
• Sixth Street, a leading global investment firm, in connection with the following transactions:
  
  • its agreement alongside Resolution Life to reinsure a $35 billion fixed index annuity portfolio of Allianz Life. 
  • its acquisition of Talcott Resolution Life Insurance Company from a consortium of investors 
  • its insurance platform Talcott Resolution’s agreement to reinsure $25 billion of liabilities from Principal Financial Group. 
• Starwind Specialty Insurance Services, LLC, a subsidiary of TIH, on its launch of collateralized reinsurer Fractal Re Ltd. 
• Stone Point Capital in connection with its acquisition of SambaSafety, the market leading provider of mobility risk management technology for auto insurance carriers, brokers and employers. 
• Stone Point Capital in the formation of an independent Managing General Agency with AIG serving High Net Worth and Ultra High Net Worth markets. 
  
• The management and employees of TigerRisk Partners in connection with its acquisition by Howden Group.  
• Title Resources Group (TRG) in its take-private acquisition of real estate technology company Doma Holdings.  
• Truist Insurance Holdings in connection with the following transactions:
  
  • its approximately $3.4 billion acquisition of BankDirect Capital Finance. 
  • its acquisition of BenefitMall, the nation's largest benefits wholesale general agency. 
  • its acquisition of Constellation Affiliated Partners. 
  • its acquisition of Wellington Risk Holdings, an Insurtech that operates as a managing general agent in the admitted residential property markets. 
• Velocity Risk Underwriters, LLC in connection with its acquisition by Oaktree Capital Management, L.P. 
• Volante Group in connection with its sale of a majority stake to Acrisure. 
• Voya Financial in connection with its agreement to sell its Closed Block Variable Annuity segment (with account value of approximately $35 billion) and fixed and fixed indexed annuities business (with account value of approximately $19 billion) to an investor group including affiliates of Apollo Global Management LLC and Athene Holding, Ltd. 
• Warburg Pincus in the launch of Prismic Life Reinsurance, Ltd. with Prudential Financial, Inc. 
• Weinberg Capital Partners in connection with its announced sale of its majority stake in Résilians to Motion Equity Partners. 
• Zurich Insurance Group in connection with the following transactions:
  
  • in the sale of an annuity portfolio of approximately $2.6 billion in reserves held in Chile to Ohio National Seguros de Vida S.A.
  • Zurich and its subsidiary Farmers Group, Inc. in connection with the $3.94 billion acquisition by Farmers Group of MetLife’s property and casualty business.  
  • its acquisition of the individual and group life insurance businesses and the long-term savings operations of EuroAmerica in Chile. 
  • its agreement to acquire 19 travel assistance providers in Latin America, positioning its Cover-More Group as the leader in global travel insurance and assistance in the region. 
  • its acquisition of Australian insurer QBE in Latin America for $409 million. 

• Zurich Financial Services Group in connection with the offering of $1.25 billion of hybrid securities designed to provide subordinated capital qualifying for (i) dividends received deduction to U.S. corporate holders (i.e., equity treatment) and (ii) interest deductions to Swiss parent (i.e., debt treatment).