Hello and welcome, everyone, to Jackson's strategic developments call. My name is Becky, and I will be your operator today. All lines will be muted throughout the presentation portion of the call, with a chance for Q&A at the end. If you wish to ask a question at this time, please press star, followed by one on your telephone keypads. I will now hand over to your host, Liz Werner, Head of Investor Relations, to begin. Please go ahead.
Good morning, everyone, and welcome to our investor call on strategic developments. Today's remarks may contain forward-looking statements, which are subject to risks and uncertainties. These statements are not guarantees of future performance or events and are based upon management's current expectations. Jackson's filings with the SEC provide details on important factors that may cause actual results or events to differ materially. Except as required by law, Jackson is under no obligation to update any forward-looking statements if circumstances or management's estimates or opinions should change. Today's remarks also refer to certain projected non-GAAP financial measures, and numerical reconciliation of those measures to the most comparable U.S. GAAP figures has been omitted, as noted in our presentation. Presenting on today's call are our CEO, Laura Prieskorn, and our CFO, Don Cummings.
Joining us in the room are our President of Jackson National Life Insurance Company and interim CEO of PPM America, Chris Raub, and Dean Scott, Jackson's Senior Vice President of Corporate Development and Treasury. At this time, I'll turn the call over to our CEO, Laura Prieskorn.
Thank you, Liz. Good morning and Happy New Year to everyone. Thank you for joining our call to review an exciting set of strategic announcements that we expect will accelerate Jackson's growth by leveraging our leading retirement services business. I will begin by providing an overview of Jackson's growth strategy and discuss two significant actions that further support our strategic execution. The first is a long-term strategic partnership between Jackson and TPG, which is designed to provide access to attractive investment management strategies that are complementary to PPM's capabilities. The second is the creation of Hickory Brook Reinsurance Company, an innovative onshore captive reinsurance entity that will enable us to offer more competitive fixed and fixed index annuity products in a capital-efficient manner. Following my remarks, Don Cummings will provide further details on these two transactions.
Beginning on slide three, as we've discussed before, a key aspect of our strategic focus has been to capture opportunities to grow profitably while diversifying our sales mix and earnings. Jackson's strong brand, innovative products, and deep distribution relationships have enabled our growth for many years. Four years ago, shortly after becoming a public company, Jackson launched its first registered index-linked annuity. Over the last few years, we've enhanced our RILA and other spread-based products, which has led Jackson to be recognized as one of the top RILA providers in the industry. In 2024, we focused on improving our multi-year guaranteed annuity offerings. In 2025, we continued our product enhancements by launching a new RILA product and an updated fixed index annuity with guaranteed minimum withdrawal benefit features.
Today's announcement allows us to further accelerate this growth trajectory by continuing to enhance our asset management capabilities and offering more competitive spread-based products. Turning to slide four, we have two very important initiatives that will support Jackson's efforts to further increase our presence in the spread-based annuity space that we anticipate will have positive impacts across our businesses. As I shared a moment ago, we are entering into a long-term strategic partnership with TPG, a leading global alternative asset management firm. This is our first and only strategic partnership with an alternative asset manager, and we believe TPG brings unique capabilities in private asset classes that are well-suited for insurance company portfolios, including investment-grade asset-based finance and direct lending. Growing these asset classes within Jackson's portfolio will further enhance our investment yields, providing us with meaningful opportunities to continue to increase the attractiveness and returns of our spread-based products.
TPG's capabilities in these investment strategies are highly complementary to the value that PPM delivers in managing Jackson's broader investment portfolio. As part of the strategic partnership, TPG will invest $500 million in JFI common shares and will issue to Jackson $150 million in TPG c ommon shares, providing strong alignment between both firms. TPG and Jackson will benefit from the continued growth of their respective businesses, and we see significant opportunity going forward to further collaborate with TPG on future strategic initiatives. We are also excited to announce the formation of Hickory Re, Jackson's new, wholly-owned Michigan-based captive. Hickory Re is an innovative solution that will serve as a capital-efficient way for Jackson to accelerate the sales growth of fixed and fixed index annuity products.
We intend to initially capitalize Hickory Re with $650 million, which includes $500 million from TPG's investment in JFI and $150 million of excess cash from JFI. This initial capital from JFI into Hickory Re will primarily provide capacity to support future spread-based annuity sales, as well as support the reinsurance of an existing in-force block of fixed and fixed index annuity business. We expect these two actions to enable us to further increase sales of spread-based products and drive a step change in our growth profile, while importantly also maintaining our strong capital position and balanced approach to capital management. On slide five, I'd like to highlight the strategic benefits of these transactions. Since becoming a standalone public company in the fall of 2021, we've worked diligently to create a track record of success.
Each year, we met or exceeded our key financial targets with a specific focus on diversifying sales, ensuring balance sheet strength, and consistently providing capital return to shareholders. We increased our dividend each year since becoming a public company and also increased the total capital we return to shareholders. As we highlighted in our third quarter 2025 earnings call, we have now returned more capital to shareholders than our initial market capitalization. I am proud of all that we have accomplished to build a track record of success and deliver on our strategic initiatives. While we are proud of what we have accomplished in the last four years, we are excited for the future and our growth strategy, where we will continue our efforts to diversify beyond traditional variable annuities.
The TPG partnership is expected to further strengthen our investment capabilities within Jackson's general account, which creates additional opportunities to achieve enhanced investment returns and supports our ability to offer more competitive spread-based products. We plan to take advantage of the increased attractiveness of our product offerings by leveraging our best-in-class distribution to drive further annuity sales growth. This growth will be supported by the additional capital from TPG's investment, which, with our new captive, will be utilized in an efficient manner to drive a more diverse earnings profile and higher profitability and capital generation for our shareholders. The partnership with TPG also complements PPM's existing strength in fixed income capabilities and will significantly grow AUM at PPM as our general account grows. Finally, the alignment of interest between Jackson and TPG will create long-term value for our stakeholders as both organizations grow through this partnership.
Turning to slide six, I'd like to highlight why TPG is an ideal strategic partner for Jackson. TPG is a leading global alternative asset manager with $286 billion of assets under management. As Jackson and PPM evaluated what type of partnership and additional investment capabilities would support Jackson's growth strategy, it was critically important that we selected a partner with a strong track record and cultural alignment with our firm. The initial focus for our partnership will be within TPG Credit, where we will deploy assets into their investment-grade asset-based finance and direct lending strategies. This decision is supported by TPG's unique origination and structuring capabilities, which provide differentiated access to attractive asset classes, as well as their track record of strong performance.
TPG maintains a broad proprietary origination network that provides robust direct lending deal flow from over 1,000 middle market sponsors and access to over 50 origination partners to drive securitization volumes for its asset-based finance strategy. T heir long-tenured teams have the extensive structuring, asset class, and sector expertise that comes with the experience of investing through many market cycles. It's these aspects, as well as their partnership mindset, that give us strong confidence in our strategic relationship, and our teams are very excited to begin working together. At this time, I'll turn the call over to Don, who will provide more details on our partnership with TPG and on Hickory Re.
Thank you, Laura. On slide seven, I'll cover the key terms of the partnership with TPG, which we believe is an attractive strategic relationship, as Laura mentioned earlier. TPG will be investing $500 million into JFI's common equity at a price per share equal to the trailing 30-day volume-weighted average price. This stake will represent an approximate 7% ownership interest in Jackson, and we anticipate TPG will be Jackson's third-largest shareholder following closing of the transaction. The shares will be subject to a lockup and standstill, with TPG able to monetize gains after the first two years. Beyond the lockup period, TPG has agreed to certain sell-down restrictions, as well as committed to retain at least $100 million of Jackson stock throughout the duration of our partnership.
As we have discussed, the funds from the $500 million common equity investment will be used by JFI to help capitalize Hickory Re and support the sales of spread-based products. Jackson will receive $150 million of TPG common equity at close in connection with the partnership. We have agreed to similar lockup and sale restrictions in connection with this stake. This stake will allow Jackson to participate in the ongoing growth of TPG and create strong alignment between the two organizations. In addition, with $20 billion of AUM as achieved under the partnership by the 10th anniversary of the closing of the agreement, Jackson has an opportunity to elect to receive an additional $150 million of TPG common equity. In connection with these transactions, we will enter into an investment management partnership with TPG with a 10-year initial term and automatic one-year renewals through year 15.
We have committed to deliver $4 billion of AUM by the end of the second year and $12 billion by the end of year five, which will be deployed into investment-grade asset-based finance and direct lending securities. The agreement has a 50 basis points minimum fee, with asset management fees set at competitive market rates by asset class. Jackson and PPM will retain full oversight of Jackson's investment portfolio, including asset liability management and risk management. PPM will continue to manage the majority of Jackson's general account, and we expect PPM's AUM to grow significantly as Jackson's general account grows. We would anticipate closing the transaction in the first quarter of 2026, subject to customary conditions. Turning to slide eight, I'd like to cover our new onshore spread-focused captive, Hickory Re.
Hickory Re has reinsured an initial block of in-force fixed and fixed index annuity products and will support future sales through a flow reinsurance arrangement. We intend to capitalize Hickory Re with $650 million of capital from JFI, including $150 million of excess cash contributed in December, as well as the proceeds from TPG's $500 million investment in JFI's common equity that will be contributed upon closing of the transaction with TPG. Hickory Re will use an economic reserving framework similar to offshore entities reinsuring spread-based business, which will enable us to optimize capital efficiency, reduce strain, and improve returns on these products. Brooke Re's ownership of Hickory Re also allows us to holistically manage our variable annuity guarantees and fixed and fixed index annuity business under a single risk and capital framework.
As Laura covered earlier, we've made tremendous progress since becoming an independent public company, and we believe that the strategic partnership with TPG, combined with the formation of Hickory Re, will allow continued growth in our spread-based business while improving overall capital generation and accelerating free cash flows. With the Hickory Re formation, we now have multiple streams of capital generation and cash flows, as illustrated on slide nine. At Jackson National Life, our strong excess capital position and reduced capital strain from fixed annuity and fixed index annuity sales allow for enhanced distributions going forward. The large and profitable variable annuity-based contracts, along with RILA and institutional spread-based businesses, are capital-light, contributing to our overall capital-efficient new business model. At Brooke, the addition of fixed and fixed index annuity liabilities further stabilizes and diversifies the liability and capital profile of Brooke's consolidated balance sheet.
We continue to anticipate that Brooke Re will generate capital from variable annuity fee-based earnings sufficient to provide distributions to the holding company over the long term. Hickory Re's spread-based earnings profile will be supported by the higher-yielding assets from the partnership with TPG and allow Jackson to continue to be competitive in the marketplace. Our optimized capital efficiency at Hickory Re is estimated to allow for distributions in the medium term as new business generates capital. Overall, and as I mentioned before, the combination of these factors stemming from the strategic partnership with TPG and formation of Hickory Re allows for growth in our spread-based business while improving overall capital generation and accelerating free cash flows. Slide 10 highlights the compelling strategic and financial profile that Jackson will have as a result of the execution of its strategy, including the predicted impact of these two transactions.
First, we plan to accelerate our efforts to grow and diversify our business into spread-based products. Such efforts are already supported by the strong growth we have achieved and continue to anticipate in our RILA and institutional business. We believe our partnership with TPG and formation of Hickory Re will provide us with the capacity to write $10-$15 billion of cumulative fixed and fixed index annuity sales over the next few years in a capital-efficient manner that reduces the strain from this growth on the broader Jackson enterprise. Second, we expect to have a greater share of our earnings from spread-based products while earning attractive returns at the product level. From an earnings perspective, we estimate these transactions will be accretive to adjusted operating EPS in 2027. Finally, we anticipate enhanced capital generation and free cash flow to result from this strategy.
The capital efficiency of Hickory Re and higher investment yields will help to drive improved free capital generation with minimal impact to excess capital at Jackson National Life. As a result, we expect free cash flow to exceed full year 2025 levels with further growth thereafter. Further detail will be announced in connection with our fourth quarter earnings call. On slide 11, I'd like to provide a brief update on our annual actuarial assumption review. The after-tax impact on our consolidated net income was less negative than the comparable impact in 2024. We expect the after-tax negative impact on Brooke Re equity will be about $350 million. This largely reflects increased reserves from updated policyholder behavior assumptions, such as lapses. The reserve increases were partially offset by the positive impact of updated mortality assumptions and model enhancements.
Throughout 2025, Brooke Re's equity has proven resilient despite periods of heightened volatility and elevated policyholder behavior activity. We believe this result was attributable to our effective risk management efforts and disciplined hedging approach. As a result, Brooke Re continues to be well capitalized relative to our regulatory minimum operating capital and is expected to be above our internal risk framework. No capital contributions were required from the actuarial assumption update. We plan to discuss and take any questions regarding the results of our fourth quarter assumption unlocking and model enhancements in more detail when we report our earnings in February. I'll now turn the call back to Laura.
Thank you, Don. I will conclude our presentation today on slide 12. As I reflect on the progress Jackson has made in the four years since becoming an independent public company in September of 2021, I'm proud of what we have accomplished to execute on our strategy and create a track record of success. Over the last four years, we've continued to enhance and broaden our product offerings, driving higher new business volumes with greater levels of diversification. We have strengthened our balance sheet and reduced our leverage ratio, and we have cumulatively returned $2.5 billion of capital to shareholders, an amount exceeding our initial market capitalization. Importantly, we've positioned ourselves for significant growth. Today's announcement represents another important step in creating long-term value for our stakeholders by continuing to execute on our strategy of profitable growth while diversifying our sales mix and earnings.
At this time, I'll turn it over to the operator for questions related to this exciting strategic update.
Thank you. We will now begin our Q&A session. Our first question comes from Suneet Kamath from Jefferies. Your line is now open. Please go ahead.
Thanks. Good morning. Just a question on the $500 million equity raise, I guess. I had thought that your excess capital as of the end of the third quarter was pretty high, bordering on maybe $2 billion. So it feels like maybe you could have funded this on your own. So just curious if that number is reasonable, the close to $2 billion, and then why go raise external equity if you could have done it on your own? Thanks.
Hey, Suneet, i t's Don. I'll take that question. So first of all, I would say having a relationship with a global alternative asset management firm like TPG gives us a great deal of confidence in our future growth strategy and kind of further validates our ability to grow this business in the near to medium term. And we believe the investment by TPG creates very strong alignment between our two firms. So that's sort of point one. I think the other thing that I would tell you is we do continue to have significant levels of excess capital at JNL, as you mentioned. And we believe this incremental growth capital will really facilitate the accelerated growth and diversification of our business. It will also enhance our go-forward free capital generation and free cash flow conversion.
And it's also going to allow us to continue to maintain a lot of capital flexibility at JNL while also increasing our capital return to shareholders. And while we haven't finalized our targets for 2026 at this point in the quarter, we will be sharing an update on the fourth quarter earnings call. We do expect that our growth and capital return will be about 20% above 2025 levels, kind of in a range around a billion dollars. And that includes both share repurchases and dividends.
Okay. That's helpful. And then I guess just the comment about free cash flow expected to exceed 2025. Is that free cash flow, is that going to stay within the captives? Because you say on the one slide that Hickory will be more of a near-term distributor of capital. Brooke Re is a little bit longer term. But if Hickory is under Brooke, does that capital essentially get trapped at Brooke from Hickory, or does it get up to the holding company in some other way? Thanks.
Yeah. So the way that I would think about it, and I think the slide that you're referring to is a good one to reference, but as we just talked about, we have a strong level of excess capital that exists at JNL. And going forward with this transaction and the investment from TPG, funding the growth of these spread-based products, in particular fixed index annuities, including those with income benefits and fixed annuities, kind of the multi-year guarantee type annuities, funding the growth of those products is somewhat capital-intensive. So we don't have to fund that entirely now from JNL. So we anticipate that there will be capital that will be available to distribute up. So that's point one. In terms of the capital coming up over time from Hickory, we do expect this business will be generating capital pretty quickly.
Over time, in the kind of medium term, we would expect to be able to distribute capital up through our ownership chain to JFI.
Okay. Thanks.
Thank you. Our next question comes from Tom Gallagher from E vercore ISI. Your line is now open. Please go ahead.
Good morning. Let's see. A few questions for me. I guess first one is, I guess the FA and FIA competition is really intense right now. When I look at both alternative managers and mutuals, is there anything particular about your strategy or product design that you feel like is going to help you stand out, make that either higher margin or give you better momentum or just help you stand out in the crowded field as you now are going to be emphasizing growth in those areas more?
Good morning, Tom. Thank you for the question. We have been focused on growing sales across all of our product offerings, including fixed and fixed index, where we do have history in serving these markets. I'll let Chris talk about the competitiveness in those markets and our thoughts around how we will continue to approach sales with fixed and fixed index.
Sure. Thanks, Tom. We view the market for fixed and fixed index annuities to be attractive right now. Obviously, the dynamics in the annuity industry are very strong. The market, as you noted, is a competitive marketplace. And our fixed index product that we launched in August has been very well received. With our competitive advantages in leading industry customer service and our best-in-class wholesaling force, we're confident we're going to be able to grow those products in the near term. Yeah, Tom, the other thing I would just add is that the formation of Hickory Re and, combined with the partnership with TPG, sort of levels the playing field for us. PPM, our own asset manager, has done a lot of work over the last couple of years to be able to source higher-yielding assets to support these spread-based products that, as you mentioned, are highly competitive.
Now, with Hickory Re in place and a more economic reserving framework, we're able to offer these products and achieve competitive returns as well as having competitive product features.
Gotcha. And then another question, writing it out of Hickory Re, I assume the main difference is less on front strain from new sales. But can you talk a little bit about that, Don? I think you mentioned the 20% increase in free cash flow dollars in 2026, which is a good increase. Maybe how much of that is that mainly driven by lower required capital that we were seeing being a drag at JNL that's now being pushed down to Hickory Re? Is that the main driver of that?
Yeah. So just when you think about these products generally, and it's kind of more so the case with the FIA products, particularly those that have income benefits, there is a fairly sizable redundancy in the statutory reserving framework. And with the establishment of Hickory Re, we won't have to fund that requirement at JNL, and we'll have a more kind of economic reserving framework at Hickory. So yes, that frees up capital at Jackson that we can use to increase the cash flows up to the holding company. Hopefully, that answered your question.
Gotcha. And then final question. Yeah, it did. And just, sorry, if I could slip one more in just on the balance sheet review charge. Should I think about the $350 million charge being netted out against the net MRB asset and that you would still have approximately $700 million of hard assets down at Brooke Re? Or maybe just any further color you can give us on the capitalization of Brooke Re would be helpful.
Yeah. So first of all, I would just reiterate that we'll be providing some additional detail on the actual assumption review in our fourth quarter earnings call. But on a consolidated basis, which I know people tend to focus more on Brooke Re, but on a consolidated basis, the impact of our review this year was less negative than it was in 2024. In terms of the $350 million impact at Brooke Re, probably not a surprise. It related primarily to lapses. There were some partial offsets from updated mortality assumptions as well as model enhancements. Each year, we make enhancements to our models, and net-net resulted in a reserve increase. So you can view that as a smaller asset.
I would say that just in terms of Brooke Re, throughout 2025, the capital there has been quite resilient despite periods of heightened volatility early in the second quarter that we observed in the marketplace, as well as an elevated level of policyholder behavior kind of related to higher equity markets. So we believe the fact t hat the capital at Brooke Re has been resilient is attributable to the effective risk management process that we have in place, as well as our more disciplined hedging strategy post the establishment of Brooke Re. So Brooke Re continues to be well capitalized, excuse me, well above our regulatory minimum operating capital, and at this point, expect to be above our internal risk capital framework as well.
Okay, and can you comment on the hard assets at all at Brooke Re?
We'll provide some additional information related to Brooke Re in connection with our fourth quarter earnings call, but I think we'll provide that information in a few weeks.
Okay. Thanks.
Thank you. Our next question comes from Alex Scott from Barclays. Your line is now open. Please go ahead.
Hi. Good morning. I was hoping you could opine a little bit more on how much new business strain do you have right now? What was it in 2025, and how do we think about the amount it's reduced by, and what I'm really trying to get at is you opined on operating EPS accretion. I'm really interested in when this transaction becomes accretive on a cash flow basis, like on a free cash flow per share basis, and it sounds like cash flow is going up a good amount, so I'm just trying to understand how much of that's from the transaction over what period of time? Could you also say it's accretive from a cash flow standpoint?
Hey. Good morning, Alex. So first, just let me just clarify my comments around the increase in cash flow and our anticipated increase in capital return to shareholders. So the 20% that I mentioned is specifically related to kind of the capital return to shareholders relative to the level we'll end up at for full year 2025. So just wanted to clarify that. In terms of the impact of reinsuring the business over to Hickory Re, as I mentioned earlier, the primary impact is related to the FIA business.
And if you look at kind of generally the reserves that we would be required to hold on a statutory basis, there's about a 20% redundancy for that particular product. And this is an FIA contract with income benefits. So we haven't finalized our full-year statutory results at this point. So I can't give you a number on the impact for full year 2025. But just in terms of kind of thinking through the impact, the benefit that we get with Hickory in place, it's about 20%.
Got it. Okay. And then my follow-up was just interested in if you could provide a little bit more on what could be the future opportunities. I think that was mentioned a couple of times that this is a new partnership, but there's further opportunity for collaboration. What could that entail?
Yeah. So we've obviously spent a lot of time with TPG over the last year getting to know them. And we think they're a great fit with Jackson's culture. And I might just hand it over to Dean Scott, who runs our corporate development team, to chime in there in terms of some potential opportunities that we see going forward with TPG.
Hey, Alex. Good morning. I think in terms of future opportunities, I guess I would start by saying we're initially going to be very focused, I think, on getting the investment-grade ABF and direct lending efforts up and running and successfully contributing to improving the yields in our general account. We think over time, there's more to do with TPG. We certainly have a very broad set of offerings, both from a VA perspective as well as across our broader platform. So I think more to come there. But initially, we'll be very focused on getting these two strategies up and running.
Got it. Thank you.
Thank you. We currently have no further questions. So I'll hand back over to Laura for closing remarks.
Thank you all for joining us this morning. We realize it was short notice, and we appreciate your time.
This concludes today's call. Thank you for joining. You may now disconnect your line.