Proposed Acquisition of Control of Glencar Insurance Company

​Last Updated:  October 7, 2020

Information on the Proposed Acquisition of Control of Glencar Insurance Company by Hannover Ruck Beteiligung Verwaltungs-GmbH and Hannover Re Holdings (UK) Limited

Glencar Insurance Company (GIC) filed a Form A, “Statement Regarding the Acquisition of Control of Merger with a Domestic Insurer", dated September 9, 2020, which was received on the same date, whereby it proposed a series of transactions to reorganize certain aspects of its holding company system. The goal is to finalize the last transaction no later than November 1, 2020. Currently Hannover Finance, Inc (HFI) is the direct parent of GIC. Hannover Ruck SE (Hannover Re) is the direct parent of HFI. The acquiring entities are Hannover Re Holdings (UK) Limited (HoldCo), and Hannover Ruck Beteiligung Verwaltungs-GmbH (HRBV). The relevant transaction details are as follows:

1. Contribution of HFI from Hannover Re to HRBV - Hannover Re will contribute 100% of the issued and outstanding shares of the capital stock of HFI to HRBV in exchange for additional shares of HRBV.

2. Contribution of HFI from HRBV to HoldCo - HRBV will contribute 100% of the issued and outstanding shares of the capital stock of HFI to a recently incorporated HoldCo in exchange for additional shares of HoldCo.

The filing is subject to 611.72 (3m), Wis. Stat., which does not require a hearing for a proposed plan of merger or other plan for acquisition of control between affiliates.  The transactions proposed in the Form A were approved on October 1, 2020.

List of Filed Exhibits

• Letter to Levi Olson, OCI, from Thomas R. Hrdlick, Foley & Lardner LLP, dated September 9, 2020

• Form A Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer dated September 1, 2020

• Exhibit 1.1:  Graphical Illustration of Restructuring

• Exhibit 2(c)(i):  Corporate Organization Chart- Current

• Exhibit 2(c)(ii):  Excerpt of Corporate Organization Chart – After the Restructuring

• Exhibit 3.1:  Declination of Disclaimer of Control

• Exhibit 3.2:  Correspondence (regarding Declination of Disclaimer of Control)

• Biographical Affidavits and Authority for Release of Information [CONFIDENTIAL]

Approval

Recommendation Memorandum to Amy J. Malm, Administrator of the Division of Financial Regulation, from Levi Olson, Insurance Financial Examiner Chief, Division of Financial Regulation, dated October 1, 2020

Approval Letter to Patrick P. Fee, President – Glencar Insurance Company, from Amy J. Malm, Administrator of the Division of Financial Regulation, dated October 1, 2020