Last Updated: June 18, 2019
In the Matter of the Acquisition of Control of National Insurance Company of Wisconsin, Inc., by Wilmington Holdings Corporation and Merger of Wilmington Insurance Company with and into National Insurance Company of Wisconsin, Inc. (Case No. 19-C42958)
Wilmington Insurance Company filed a Form A filing for the acquisition of control of National Insurance Company of Wisconsin, Inc., by Wilmington Holdings Corporation, and merger of Wilmington Insurance Company with and into National Insurance Company of Wisconsin, Inc., dated November 20, 2018. The following pre and post-merger transactions are contemplated by the plan for the acquisition of control:
- A pre-merger $5.5 million dividend from National Insurance Company of Wisconsin, Inc., to National Services, Inc.;
- A name change from National Insurance Company of Wisconsin, Inc. to Wilmington Insurance Company;
- Redomestication of National Insurance Company of Wisconsin, Inc. (renamed Wilmington Insurance Company) from Wisconsin to Delaware; and,
- The issuance of a Wisconsin nondomestic certificate of authority to National Insurance Company of Wisconsin, Inc. (renamed Wilmington Insurance Company).
The Delaware Department of Insurance must also approve the plan for the acquisition of control, the merger, and the redomestication before these transactions can be consummated.
Post-merger, the Delaware-domiciled Wilmington Insurance Company intends to provide property and casualty coverage to small and mid-sized businesses, and to a lesser extent, homeowners and automobile insurance, through an orderly and disciplined expansion into the additional states added to its authorized territory as a result of the merger. The existing run-off of long-term care and long-term disability policies will continue to be managed through contracted third-party administrators.
Notations on Accessing Information
Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioner' website at https://content.naic.org/consumer.htm.
Filings on November 29, 2018
Form A by Wilmington Insurance Company dated November 20, 2018
Exhibit A: Agreement and Plan of Merger dated October 5, 2018, by and among National Insurance Company of Wisconsin, Inc., National Services, Inc., Wilmington Holdings Corporation, and Wilmington Insurance Company
Exhibit B: Funds Flow Chart
Exhibit C: Wilmington Insurance Company's current Articles of Incorporation and Bylaws
Exhibit D: Wilmington Insurance Company's Organizational Chart
Exhibit E: Exhibit A to the Form A: Stock Purchase Agreement dated as of July 16, 2018, by and among Sutton National Insurance Holdings LLC, QBE Holdings, Inc., and Unigard Insurance Company [CONFIDENTIAL]
Exhibit H: Finder's Fee Agreement as of October 19, 2017, by and between Propel Advisory Group, Inc. and Wilmington Holdings Corporation
Exhibit I–Pt. 1: Audited Annual Statement for Wilmington Insurance Company for 2015
Exhibit I–Pt. 2: Audited Annual Statement for Wilmington Insurance Company for 2016
Exhibit I–Pt. 3: Audited Annual Statement for Wilmington Insurance Company for 2017
Exhibit I-Pt. 4: Audited Annual Statement for Wilmington Insurance Company for 2013
Exhibit I-Pt. 5: Audited Annual Statement for Wilmington Insurance Company for 2014
Exhibit K: National Services, Inc. and National Insurance Company of Wisconsin, Inc. Board Resolutions Approving Merger
Exhibit L: Wilmington Holdings Corporation and Wilmington Insurance Company Board Resolutions Approving Merger
Cover letter to Amy Malm, OCI, from Noreen J. Parrett, Parrett & O'Connell, LLP, dated November 29, 2018, transmitting confidential documents
Exhibit E: Current officers and directors of Wilmington Insurance Company, Wilmington Holdings Corporation, and Gearson Partners Holdings, LP, including biographical affidavits [CONFIDENTIAL]
Exhibit F: Surviving Insurance Corporation Three-Year Financial Projections [CONFIDENTIAL]
Exhibit G: Business Plan for Surviving Insurance Corporation [CONFIDENTIAL]
Exhibit J: Financial Statements for Gearson Partners Holdings, L.P. (formerly known as Gearson Partners Fund, L.P.) for the four months ended December 31, 2017, and the Agreement of Limited Partnership of Gearson Partners Fund, L.P. dated December 8, 2016 [CONFIDENTIAL]
January 4, 2019
Email from Steven J. Junior, OCI, to David Norton, National Insurance Company of Wisconsin, Inc.; with copies to David Gearson, Wilmington Holdings Corporation; Noreen J. Parrett, Parrett & O'Connell, LLP; Amy Malm, OCI; and Michael Mancusi-Ungaro, OCI, dated January 4, 2019, transmitting letter to David M. Norton, National Insurance Company of Wisconsin, Inc., from Steven J. Junior, OCI, dated January 4, 2019
January 15, 2019
Email to Noreen J. Parrett, Parrett & O'Connell, LLP, from Steven J. Junior, OCI
January 24, 2019
Email to Steven J. Junior, OCI, from Noreen J. Parrett, Parrett & O'Connell, LLP, dated January 24, 2019
Attachment – Letter to Steven J. Junior, OCI, from Noreen J. Parrett, Parrett & O'Connell, LLP, dated January 24, 2019, responding to January 15, 2019, request for certain information
Attachment – Item 3 of Form A
Attachment – Wilmington Holdings Corporation Board Resolution
Attachment – First Amendment to Agreement and Plan of Merger
Attachment – Recapture Agreement entered into on January 23, 2019, for effectiveness as of January 1, 2019, between National Insurance Company of Wisconsin, Inc. and Ability Insurance Company
January 28, 2019
Notice of Hearing
January 29, 2019
Email to Steven J. Junior, OCI, from Noreen J. Parrett, Parrett & O'Connell, LLP, dated January 29, 2019, with point of clarification concerning the consideration for the acquisition of control of National Insurance Company of Wisconsin, Inc.
February 4, 2019
Email to Noreen J. Parrett, Parrett & O'Connell, LLP, from Steven J. Junior, OCI, dated February 4, 2019, transmitting second draft Case Recommendation Memorandum [CONFIDENTIAL], draft List of Exhibits for Case No. 19-C42958, and waivers for use by the parties
February 5, 2019
Email to Steven J. Junior, OCI, from Noreen J. Parrett, Parrett & O'Connell, LLP, dated February 5, 2019, responding to second draft Case Recommendation Memorandum, draft List of Exhibits for Case No. 19-C42958, and waivers for use by the parties
Case Recommendation Memorandum for Case No. 19-C42958, dated February 4, 2019
February 7, 2019
Proposed Decision
February 8, 2019
Cover Letter and Final Decision