The 2019 M&A Power Brokers

Inna Ashtamenko
Managing Director
Marsh

Inna Ashtamenko, Managing Director, Marsh

Marsh’s Inna Ashtamenko is lauded for being a very nuanced communicator. Whether it’s in a presentation to a board or to a panel of underwriters, she is super sensitive to her audience and the need to help the risk manager put their best foot forward.

“What sets her apart is that she understands what a risk manager needs to be successful and what the broker needs to be for that risk manager to be successful in the eyes of the executives at their company,” said a veteran risk manager with experience in the energy and transportation sectors.

“She is just very good at understanding the right fit for our team and getting people on the account to just hustle,” he added. “She is on top of it and makes all deadlines.”

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In the case of an acquisition, Ashtamenko’s client was the target company, and the acquirer used a different broker. Given the opportunity to compete for the business, Ashtamenko prevailed. The benefits to the combined companies were substantial: A premium savings of more than $3.8 million and a savings of an additional $23 million in collateral requirements to the insurer. Ashtamenko’s team effectively combined the programs while eliminating gaps in coverage and improving coverage in key areas.

A client also said Ashtamenko is very good at seeing past the glittering reputations of some brokers and instead finding the broker, even if they are more junior, who is a much better fit for the deal or the program.

“She is hands-down the best,” the risk manager said.

Jessica Harger
Vice President
Aon

Jessica Harger, Vice President, Aon

Clients give Aon’s Jessica Harger credit for being technically adept but clear enough in her communications that she doesn’t confuse things.

“A lot of brokers are guilty of using too much jargon, which often confuses the client, but Jessica cuts through all that and gets to the heart of the matter,” said Thomas Kim, director and global risk manager, KKR Capstone.

One of Harger’s clients was in a real pinch. They were trying to negotiate a purchase agreement, and the seller was unwilling to provide indemnity for two outstanding tax issues spotted by the buyer.

Harger was able to work with the legal and accounting advisors for both the buyer and the seller to craft a tax insurance solution that shielded the buyer from exposure on both tax issues. Harger feels the $600 million in coverage cobbled together with the backing of 13 carriers is one of the largest tax insurance programs ever placed.

Another client, a publicly traded company in the Fortune 500, was pursuing a merger with a unit of a UK-based public company. The newly combined company would be based in the UK, which might raise flags from the IRS on the grounds that it was an abusive inversion transaction.

In just over two weeks, Harger built an insurance program offering protection against any challenge by the IRS on anti-inversion basis.

Rohan Verma
Vice President
Marsh

Rohan Verma, Vice President, Marsh

When two energy companies merged, Marsh’s Rohan Verma was brought in at the very last minute to consolidate their workers’ compensation and auto liability programs. The companies made it very clear they expected to achieve significant synergies.

Making matters complicated, the companies had divergent approaches to risk transfer products. Verma’s team provided a total cost of risk analysis to get at the best structure for the combined company.

The team hit a home run, achieving a 60 percent rate reduction in the workers’ comp program and a 35 percent reduction on the auto liability program — yes, that’s right, the auto liability program. The team was also able to reduce the total outstanding collateral by 14 percent by selling underwriters on the combined company’s excellent financials and backing it up with analytics.




In the case of yet another large international acquisition, Verma was able to quell the fears of a risk manager who was concerned the excess liability limits for the new company might be inadequate. Verma delivered very competitive pricing in a situation where the program increased its limits by 50 percent.

“Rohan assisted with our complex integration of a company that we acquired,” said one risk manager. “In doing so he capably handled the combination of the policies and analysis of alternative structures, helping us find the most efficient way forward and reducing costs in the process,” the risk manager said.

Jonathan Gilbert
Managing Director
Alliant

Jonathan Gilbert, Managing Director, Alliant

As the long-time M&A practice leader at Crystal & Co., Jonathan Gilbert provided risk management advice for more than 2,000 transactions. In April, privately held Crystal announced it was being acquired by Alliant, but Gilbert will remain at Old Slip in Lower Manhattan.

Recently, Gilbert went to bat for an events management company that suffered a series of financial setbacks.

The company was attempting to sell its portfolio company. But there was a concern that related-party debt would be considered equity by the IRS, and therefore, interest, which was deducted from taxable income over an 11-year period, would be reversed for tax purposes. The exposure amounted to $40 million.

The buyer, of course, had no appetite for taking on an enormous tax bill. Numerous insurance brokers told them risk transfer in this case was an impossibility. The buyers then reached out to Gilbert.

After five months of negotiations, he got it done, delivering a risk solution that allowed the seller to get realization on a 10-plus year investment. This turned the deal into a sweet one for the acquirer.

“I think he very clearly understands the philosophical requirements we have from an insurance perspective, and then he is able to approach it pragmatically from a product perspective in the marketplace,” said one CFO.

“He’s got an extensive, wide knowledge, and on the very rare occasion he needs to research, he always does it quickly,” he said.

Lydia Ramcharitar
First Vice President
Alliant

Lydia Ramcharitar, First Vice President, Alliant

In the area of mergers and acquisitions, Alliant’s Lydia Ramcharitar makes her mark as a specialist in employee benefits consulting.

For a client with a poorly constructed benefit plan, she was brought in to complete due diligence on the plan just two weeks before renewal. What she saw was not pretty.

There was a lack of health care coverage for out-of-state employees; the loss ratio was at 125 percent; and there was a pending 20 percent renewal increase. In just two weeks, Ramcharitar was able to revamp the program. She eliminated all exposure, enhanced employee relations and saved the client $150,000 on their health care spend.

In another instance, Ramcharitar helped a client overcome reps and warranties exclusions in its due diligence process. The seller in the deal got an ACA non-compliance letter with an attached penalty of $630,000. Ramcharitar suggested the seller self-report the error, securing removal of the penalty fee prior to the deal closing.




“I could go on and on, I adore her,” said Elizabeth Woodhouse, AVP of human resources and talent, Walden Behavioral Care.

Woodhouse worked with Ramcharitar while at another company and brought the broker with her when she went to Walden. Ramcharitar was able to take a benefits program that was facing double-digit increases and reduce it to single-digit increases.

“She blew it out of the park in terms of knowledge and resourcefulness,” Woodhouse said.

Harry Wallace
Vice President
Marsh

Harry Wallace, Vice President, Marsh

Among his clients, Marsh’s Harry Wallace is known as an innovator in the art of placing insurance to cover tax liabilities and other obstacles that could scotch a deal if left unaddressed.

“Reps and warranty insurance is still a relatively new product, and lawyers and clients are still getting their arms around how it works,” one client said. “

Harry really adds value by rolling up his sleeves and taking the time to walk through hypotheticals and make suggestions. He does a good job of educating his clients on how to get the most value out of the policy.”

Wallace is viewed as an innovator in creating dedicated tax insurance policies that cover an acquirer if the tax liabilities in a merger or acquisition prove to be greater than anticipated.

He is also credited with creating antitrust policies [along with AIG] that cover the dealmakers for their expenses should regulators decide the deal violates federal antitrust laws and force it to be unwound.

Brought in to assist on a large and fast-moving transaction, Wallace and his team were able to craft a multi-policy solution that insured post-transaction liabilities, enabling the deal to close successfully.

In another case, Wallace heard through the grapevine an acquisition in a foreign country was being frustrated over a perceived inability to purchase R&W insurance in that country. Wallace led a conference call with the deal team and transactional liability experts in the target country, which diffused the objections one by one and enabled the deal to proceed.

The complete list of 2019 Power Broker® winners can be found here.

Finalists:

Sarah Allison
Senior Vice President
Marsh

More from Risk & Insurance

More from Risk & Insurance

4 Companies That Rocked It by Treating Injured Workers as Equals; Not Adversaries

The 2018 Teddy Award winners built their programs around people, not claims, and offer proof that a worker-centric approach is a smarter way to operate.
By: | October 30, 2018 • 3 min read

Across the workers’ compensation industry, the concept of a worker advocacy model has been around for a while, but has only seen notable adoption in recent years.

Even among those not adopting a formal advocacy approach, mindsets are shifting. Formerly claims-centric programs are becoming worker-centric and it’s a win all around: better outcomes; greater productivity; safer, healthier employees and a stronger bottom line.

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That’s what you’ll see in this month’s issue of Risk & Insurance® when you read the profiles of the four recipients of the 2018 Theodore Roosevelt Workers’ Compensation and Disability Management Award, sponsored by PMA Companies. These four programs put workers front and center in everything they do.

“We were focused on building up a program with an eye on our partner experience. Cost was at the bottom of the list. Doing a better job by our partners was at the top,” said Steve Legg, director of risk management for Starbucks.

Starbucks put claims reporting in the hands of its partners, an exemplary act of trust. The coffee company also put itself in workers’ shoes to identify and remove points of friction.

That led to a call center run by Starbucks’ TPA and a dedicated telephonic case management team so that partners can speak to a live person without the frustration of ‘phone tag’ and unanswered questions.

“We were focused on building up a program with an eye on our partner experience. Cost was at the bottom of the list. Doing a better job by our partners was at the top.” — Steve Legg, director of risk management, Starbucks

Starbucks also implemented direct deposit for lost-time pay, eliminating stressful wait times for injured partners, and allowing them to focus on healing.

For Starbucks, as for all of the 2018 Teddy Award winners, the approach is netting measurable results. With higher partner satisfaction, it has seen a 50 percent decrease in litigation.

Teddy winner Main Line Health (MLH) adopted worker advocacy in a way that goes far beyond claims.

Employees who identify and report safety hazards can take credit for their actions by sending out a formal “Employee Safety Message” to nearly 11,000 mailboxes across the organization.

“The recognition is pretty cool,” said Steve Besack, system director, claims management and workers’ compensation for the health system.

MLH also takes a non-adversarial approach to workers with repeat injuries, seeing them as a resource for identifying areas of improvement.

“When you look at ‘repeat offenders’ in an unconventional way, they’re a great asset to the program, not a liability,” said Mike Miller, manager, workers’ compensation and employee safety for MLH.

Teddy winner Monmouth County, N.J. utilizes high-tech motion capture technology to reduce the chance of placing new hires in jobs that are likely to hurt them.

Monmouth County also adopted numerous wellness initiatives that help workers manage their weight and improve their wellbeing overall.

“You should see the looks on their faces when their cholesterol is down, they’ve lost weight and their blood sugar is better. We’ve had people lose 30 and 40 pounds,” said William McGuane, the county’s manager of benefits and workers’ compensation.

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Do these sound like minor program elements? The math says otherwise: Claims severity has plunged from $5.5 million in 2009 to $1.3 million in 2017.

At the University of Pennsylvania, putting workers first means getting out from behind the desk and finding out what each one of them is tasked with, day in, day out — and looking for ways to make each of those tasks safer.

Regular observations across the sprawling campus have resulted in a phenomenal number of process and equipment changes that seem simple on their own, but in combination have created a substantially safer, healthier campus and improved employee morale.

UPenn’s workers’ comp costs, in the seven-digit figures in 2009, have been virtually cut in half.

Risk & Insurance® is proud to honor the work of these four organizations. We hope their stories inspire other organizations to be true partners with the employees they depend on. &

Michelle Kerr is associate editor of Risk & Insurance. She can be reached at [email protected]