美国私募信贷 “火烧连营”：类 “次贷” 式包装财技，吸收 1 万亿美元 “美国人养老金”

The private credit market is replaying a familiar financial trick—packaging high-risk assets, labeling them with top ratings, and selling them to insurance companies that hold Americans' retirement savings. This logic has grown to nearly one trillion dollars, while the fragmented regulatory system and severe lack of transparency are making it increasingly difficult for market observers and rating agencies to ignore their warnings.

According to The Wall Street Journal, U.S. life insurance companies currently hold nearly one trillion dollars in private credit assets, accounting for about a quarter of their total fixed-income holdings. Of this, approximately 280 billion dollars are only at the lowest investment grade, while another 70 billion dollars are already speculative or junk grade. A Federal Reserve study directly refers to insurance companies as "new shadow banks."

Meanwhile, according to the Financial Times, a structured product called "rated note feeder funds" is emerging in large quantities in the private credit market—professional rating agency KBRA rated such products for a total of 17 billion dollars last year, more than doubling from 8 billion dollars in 2024.

This trend is occurring at a time when the private credit market is under pressure. Retail investors have withdrawn from several large private credit funds, and pension and endowment funds are re-evaluating their private debt holdings, partly due to concerns that related funds' exposure to software companies may be adversely affected by the AI wave. On the regulatory front, state insurance regulators are facing unprecedented pressure to conduct substantive reviews of these increasingly complex products.

How High-Risk Assets Transform into "Top Bonds"

The operational logic of rated note feeder funds has structural similarities to the securitization of subprime loans before the 2008 financial crisis.

According to the Financial Times, the core mechanism of these products is: establishing a special purpose vehicle (SPV) between insurance companies and the underlying private credit funds, with the SPV issuing bonds that are then rated by KBRA or Morningstar DBRS, and subsequently sold to insurance companies and other investors. The SPV invests the raised funds into the underlying private credit funds, while insurance companies receive returns in the form of note interest and principal repayments.

The appeal of this structure lies in capital arbitrage. According to data from the National Association of Insurance Commissioners (NAIC), such structures can compress the capital reserve requirements for insurance companies on underlying investments from 30% to 10% to 15%. In other words, insurance companies can gain equivalent risk exposure to directly holding private credit with significantly less capital.

Top firms like Ares, Carlyle, and KKR have been using such structures to finance the multi-trillion-dollar U.S. insurance industry for years. However, according to investment executives speaking to the Financial Times, a large volume of marketing materials recently flooding the market comes from smaller, newer credit management firms. A chief investment officer of a large U.S. life insurance company stated, "To say 'I received a pitch' is an understatement—I received hundreds of emails about rated notes."

Rating Agencies Also Cannot See the Underlying Assets

These products have another core issue: severe lack of transparency, making it difficult for rating agencies and buyers to conduct substantive due diligence on the underlying assets According to the Financial Times, S&P structured finance analyst Thierry Grunspan admitted that in certain cases, the underlying assets are "almost a blank slate." The rating agency's basis is the historical performance of fund managers and vague descriptions of future investment directions, rather than individual assessments of specific loans or borrowers. Fitch Ratings' Peter Gargiulo stated plainly, "On the first day, the fund may have no assets at all, or very few. You can only look at the manager's track record."

An executive from an insurance asset management firm told the Financial Times that buying rated notes is like "walking into a large multi-strategy management firm and giving them a loan." "This is not a single asset that I can conduct due diligence on, nor is it a single fund that I can conduct due diligence on, because it invests in future, hypothetical funds. You have no idea what is happening inside."

Fitch issued a warning last October, pointing out the rising credit risk associated with rated notes feeding into funds and similar structures. The agency's global fund rating head Greg Fayvilevich stated that leverage levels have quietly climbed, "We are starting to see more and more proposals for rated funds feeding into equity funds," which have poorer cash flow stability. KBRA's chief rating officer Bill Cox indicated that the agency has rejected some applications, including those backed by single aircraft leasing contracts. S&P stated that it has rated only a very small number of such funds and has rejected some businesses it believes "do not meet rating criteria."

Risks Have Penetrated the Pension Savings System

This risk is not abstract; it has permeated the pension savings of Americans.

According to the Wall Street Journal, private equity firms currently control about 20% of annuity reserves—funds used to pay future policy claims—up from just 2% in 2011. During a decade of ultra-low interest rates, insurance companies controlled by private equity have significantly outperformed traditional insurers by investing policy premiums into riskier private credit, prompting other insurers to follow suit. In the first half of 2025, a quarter of the assets purchased by insurance companies will be illiquid and hard-to-value private investments.

According to data from the rating agency A.M. Best, among insurance companies controlled by private equity firms, "related investments"—assets purchased from institutions owned or partially controlled by their investment managers—now average 76% of surplus. This high degree of relatedness has raised regulatory concerns about whether the "arm's length principle" is truly being enforced.

Among the buyers of rated notes feeding into funds, an analysis of regulatory documents by S&P Global Market Intelligence shows that in 2024 and 2025, insurance companies backed by private equity groups are the largest buyer group, including Brookfield's Brookfield Wealth Solutions, billionaire sports investor Mark Walter's Delaware Life, and hedge fund Hildene Capital Management's Silac. Brookfield and Hildene declined to comment, and Delaware Life did not respond

Can Decentralized State Regulation Address Systemic Risks?

The insurance industry in the United States is regulated at the state level, unlike the banking industry which has a unified federal standard. This means that state insurance departments, which originally reviewed homeowners' and health insurance policies, now have to deal with the most complex financial products in the country. States follow national standards set by the NAIC, but state legislatures have considerable discretion, and regulators can adjust rules for individual companies.

The NAIC has taken some measures to tighten arbitrage opportunities, such as increasing capital requirements for the equity portion of such investments. In December of last year, the NAIC proposed establishing a separate reporting category for rated notes feeding into funds, with related topics expected to be discussed at the upcoming NAIC spring meeting in California.

According to The Wall Street Journal, the NAIC stated that it is "actively adjusting to protect life insurance and annuity policyholders." The American Council of Life Insurers expressed "support for the NAIC's efforts to strengthen insurance regulatory oversight." However, in the context of the continuous expansion of the private credit market and the increasing complexity of product structures, it remains uncertain whether this decentralized regulatory system can effectively guard against systemic risks