Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  13.08.2019  
C(2019 ) 6118 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9398 – Centerbridge Partners/Amtrust Corporate Member  
Commission decision pursuant to Article 6(1)(b) of Coun cil Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 9.07.2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation  (the “ Transaction ”), 
by which Centerbridge Partners, L.P. (“Centerbridge ”, USA or the “ Notifying 
Party ”) acquires sole control within the meaning of Article 3(1)(b) of the Merger 
Regulation of AmTrust Corporate Member Limited and certain other business assets 
together comprising the AmTrust at Lloyds business (“ AmTrust ”, UK)3. 
(2) Centerbridge and AmTrust are referred to below as the “Parties ”. 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union” and “common market ” by “internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “ EEA Agreement ”). 
3  Publication in the Official Journal of the European Union No C 239, 16.07.2019 , p. 8. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(3) Centerbridge  is an investment management firm based in the USA focused on  
private equity and distressed investme nt opportunities. Amongst other businesses, 
Centerbridge solely controls Canopius AG (“ Canopius ”, Switzerland), which 
provides non -life insurance and reinsurance services.  
(4) AmTrust  provides insurance solutions for a wide range of risks in the UK and 
around the world. It provides non -life insurance and reinsurance services.  
2. THE OPERATION  AND THE CONCENTRATION  
(5) Pursuant to a Framework Agreement entered into on 18 April 2019 between a 
subsidiary ultimately wholly owned by funds managed by Centerbridge and 
AmTrust International Limited (the “ Seller ”), Centerbridge will acquire 100% of the 
shares and assets constituting AmTrust.4 
(6) As a result of the Transaction, Centerbridge will obtain so le control over AmTrust 
within the meaning of Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (Centerbridge : EUR […], AmTrust : EUR […])5. Each 
of them has an EU -wide turnover in excess of EUR 250 million  (Centerbridge : EUR 
[…], AmTrust : EUR […]).  They do not both achieve more than two -thirds of their 
aggregate EU -wide turnover within one and the same Member State. The notified 
operation therefore  has an EU dimension.   
4. MARKET DEFINITION  
(8) Both Parties are active in non -life insurance in the EEA in the following sub -
segments: (i) credit and suretyship, (ii) property, (iii) liability, (iv) accident and 
sickness, (v) motor, and (vi) marine, aviation and  transport (“ MAT ”). The Parties are 
also active in the supply of non -life reinsurance services worldwide (including in the 
EEA). Neither Party provides life insurance or reinsurance services.  
(9) The Notifying Party submits that all of the relevant product and  geographic market 
definition s can be left open.  
                                                 
4  AmTrust includes certain  businesses  over which Centerbridge is acquiring control on a transitory basis 
under the  Framework Agreement but which will be ceded back to the Seller immediately following 
completion.  In addition, a fter completion of the Transacti on, the Seller will acquire a minority, non -
controlling shareholding in the Centerbridge subsidiary that is acquiring AmTrust (this does not result in 
joint control ).  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
3 (10) In previous decisions, the Commission has distinguished between three broad 
categories of insurance products: life insurance, non -life insurance and reinsurance.6   
4.1. Non-life insurance  
(11) The Commission has note d in previous decisions that non -life insurance products 
might be subdivided into as many product markets as there are different kinds of risk 
covered in light of the differences in their characteristics and purpose and the lack of 
substitutability from a customer’s perspective.7  More specifically, the Commission 
distinguished the following non -life insurance segments: (i) accident and sickness, 
(ii) motor vehicle, (iii) property, (iv) liability, (v) MAT, (vi) credit and suretyship, 
and (vii) travel insura nce.  However, the Commission also noted that there were 
some indications of a potential degree of supply -side substitutability between some 
insurance products.  The Commission ultimately left open the precise product market 
definition for non -life insuran ce products.  
(12) In previous decisions, the Commission considered that the relevant geographic 
market for non -life insurance products and its sub -segments is likely to be national 
in scope with the exception of MAT insurance, which the Commission considered as 
likely to be wider than national.8  However, the Commission has ultimately left open 
the precise geographic market definition.  
(13) In the present case, the exact product and geographic market definitions can be left 
open, as the Transaction does not significa ntly impede effective competition 
irrespective of the alternative market definitions considered.  
4.2. Reinsurance  
(14) In previous decisions, the Commission left open whether a distinction should be 
made between reinsurance for the life and non -life insurance segme nts and whether, 
within the non -life segment, further segmentation according to the class of risk 
should be considered.9 
(15) The Commission has previously considered the market for reinsurance to be global 
due to the need to pool risks on a worldwide basis.10 
(16) In any event, in the present case, the exact product and geographic market definitions 
can be left open, as the Transaction does not significantly impede effective 
competition irrespective of the alternative market definitions considered.  
                                                 
6  Case COMP/M.6521 – Talanx International/Meiji Yasuda Life Insurance/Warta , decision of 4 April 2012 
and Case COMP/M.9056 – Generali CEE/AS , decision of 10 December 2018.  
7  Case COMP/M.6521 – Talanx International/Meiji Yasuda Life Insurance /Warta , decision  of 4 April 2012 
and Case COMP/M.9056 – Generali CEE/AS , decision of 10 December 2018.  
8  Case COMP/M.9056 – Generali CEE/AS , decision of 10 December 2018 and Case COMP/M.6217 
Baloise Holding/Nateus/Nateus Life, decision of  3 August 2011.  
9  Case COMP/M.82 57 NN Group/Delta Lloyd , decision of 7 April 2017 and Case COMP/M.6053 
CVC/Apollo/Brit Insurance , decision of 19 January 2011.  
10  Case COMP/M.8257 NN Group/Delta Lloyd , decision of 7 April 2017 and Case COMP/M.6848 
Aegon/Santander/Santander Vida/Santander Generales , decision of 29 April 2013.  
 
 
4 5. COMPETITIVE ASSESSMENT  
5.1. Horizontal overlap s in non -life insurance  
(17) Both Parties supply non -life insurance in the EEA. T he Notifying Party estimates 
that their combined market share s in the supply of non -life insurance at national 
level are less than [0-5]% in each EEA M ember State.  According to the Notifying 
Party’s estimates, if non -life insurance is further segmented by policy type, the  
Parties’ combined market shares are less than [10-20]% in each EEA Member State, 
with the exception of MAT insurance in Norway.11  
(18) The Notifying Party argues that the Parties’ combined market share in the supply of 
MAT insurance in Norway is modest: [20-30]%.  The increment from Canopius is 
small: [0-5]%.  In 2018, Canopius’ revenues from MAT insurance in Norway were 
EUR […] (i.e. less than [0-5]% of its EEA -wide MAT insurance revenues) and 
AmTrust’s MAT insurance revenues in Norway were EUR […] (i.e. around [10-
20]% of its EEA -wide MAT insurance revenues).  
(19) The Notifying Party submits that these estimates, prepared using Insu rance Europe 
data, significantly overstate the Parties’ combined market share of MAT insurance in 
Norway, since  the dataset used to calculate the total market size only includes 
premiums written by Norwegian insurance companies in Norway. Indeed the 
Notify ing Party notes that MAT policies sold to Norwegian customers are typically 
‘large risk’ (relating to off -shore platforms, tanker fleets, large fishing vessels) and 
held by large/multinational corporations . It argues that s uch risks are often 
contracted wi th insurers outside of Norway (for example by insurers on the Lloyds 
of London market) and consequently are not captured by the market size data.  
(20) The Notifying Party submits alternative market share estimates based on: (i) OECD 
data, (ii) data from the nat ional statistical institute of Norway, (iii) data from Lloyd’s 
of London  and (iv) data from  Cefor, the Nordic Association of Marine Insurers.  The 
Notifying Party argues that these estimates better reflect competitive conditions in 
the Norwegian MAT insura nce market. All of these estimates  show combined 
market share s in the supply of MAT insurance in Norway of less than [0-5]%. 
(21) The Notifying Party submits that the merged entity will continue be constrained in 
the supply of MAT insurance in Norway by large, international competitors such as 
Allianz, Axa, AIG, Swiss Re Corporate Solutions and QBE as well as a number of 
local players based in Norway.  
(22) Responses of MAT customers of the Parties in Norway confirmed that they also 
routinely consider international in surers to be alternative suppliers  to the Parties . The 
respondents to the market investigation were of the opinion that the Transaction 
would not have any impact on the market for MAT insurance in Norway and that 
there will continue to be sufficient compet ition and choice on the market .  
(23) In view of the above, the Commission considers that the Transaction  does not raise 
serious doubts as to its compatibility with the internal market  in the supply of non-
life insurance , regardless of the market definition ado pted.  
                                                 
11  To the extent that the supply of MAT insurance is defined as a national market – if it is defined as wider 
than national, the Parties’ combined market shares would be below [20-30]% as well . 
 
 
5 5.2. Horizontal overlap in non -life reinsurance  
(24) The Parties overlap in the global market for non -life reinsurance.  According to the 
Notifying Party’s estimates, their combined market share in the supply of non -life 
reinsurance worldwide is [0-5]% or less and their combined market share s on any 
plausible segmentation, for example by risk type, are less than [20-30]%.   
(25) Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market  as regards the supply of non -
life reinsurance , regardless of the market definition adopted.  
5.3. Vertical relationship s between reinsurance (upstream) and non -life insurance 
(downstream)  
(26) Both Parties are active in the upstream supply of reinsurance services an d the 
downstream market for non -life insurance.  However, these markets are not 
vertically affected.   Upstream, the Notifying Party estimates that the Parties’  
combined market share in the supply of non -life reinsurance worldwide is de 
minim is (c. [0-5]%) and, as discussed in section 5.1.2 above , is less than  [20-30]% 
on any plausible segmentation.   Downstream, the Notifying Party estimates that their 
combined market shares do not exceed [30-40]% in any EEA Member State .   
(27) Therefore, the Commission consider s that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as regards the vertical links 
between the upstream market for the supply of reinsurance and the downstream 
market for non -life insurance.  
6. CONCLUSION  
(28) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulatio n and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission