Last Updated: October 19, 2020
Information on the Acquisition of Control of Southern Life and Health Insurance Company by Brent Haggard and Universal Fidelity Life Insurance Company (Case No. 20-C43728)
On August 5, 2020, Universal Fidelity Life Insurance Company filed a "Statement Regarding the Acquisition of Control or Merger with a Domestic Insurer" (the Form A), to acquire control of Southern Life and Health Insurance Company. Universal Fidelity Life Insurance Company intends to acquire control of Southern Life and Health Insurance Company as a result of acquiring all of its issued and outstanding shares of common stock from its current immediate parent, Honor Capital Corp. pursuant to a Stock Purchase Agreement. The ultimate controlling person of Universal Fidelity Life Insurance Company is C. Brent Haggard, a natural person. The current ultimate controlling person of Southern Life and Health Insurance Company is regarded as Geneve Holdings, Inc., a Delaware corporation.
The Applicant filed the following documents with the OCI on August 5, 2020:
Cover letter to the Form A from Jed A. Roher, Husch Blackwell LLP, to Amy Malm, OCI, dated August 4, 2020
Form A "Statement Regarding the Acquisition of Control or Merger with a Domestic Insurer" dated August 4, 2020, by Universal Fidelity Life Insurance Company
Exhibit A – Part 1: Stock Purchase Agreement dated July 9, 2020, by and between Honor Capital Corp. and Universal Fidelity Life Insurance Company [REDACTED]
Exhibit A – Part 2: Disclosure Schedules to the Stock Purchase Agreement [REDACTED]
Exhibit B: Organizational Chart of Universal Fidelity Life Insurance Company
Exhibit C: Biographical Affidavits of directors and officers of Universal Fidelity Life Insurance Company, including those for C. Brent Haggard, Brian L. Baxter, Kyle D. Conrad, Jodi M. Cooper, Lorene A. Hay, Penney L. Stewart, and Steven E. Taylor [CONFIDENTIAL]
Exhibit D – Part 1: Current Articles of Incorporation of Southern Life and Health Insurance Company
Exhibit D – Part 2: Current Bylaws of Southern Life and Health Insurance Company
Exhibit E: Three-Year Financial Projection for Southern Life and Health Insurance Company [CONFIDENTIAL]
Exhibit F: Post-Acquisition Business Plan for Southern Life and Health Insurance Company prepared by Universal Fidelity Life Insurance Company [CONFIDENTIAL]
Exhibit G: Memorandum Agreement between Universal Fidelity Life Insurance Company and Fletcher Financial Inc. [REDACTED]
Exhibit H – Part 1: Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2015, and 2014
Exhibit H – Part 2: Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2016, and 2015
Exhibit H – Part 3: Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2017, and 2016
Exhibit H – Part 4A: Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2018, and 2017
Exhibit H – Part 4B: Continuation of Notes to Financial Statements for the Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2018, and 2017
Exhibit H – Part 4C: Schedule of Selected Statutory Basis Financial Data for the Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2018, and 2017
Exhibit H – Part 5: Statutory Basis Audited Financial Statements of Universal Fidelity Life Insurance Company as of December 31, 2019, and 2018
Exhibit I: Seller Board Resolutions approving the Stock Purchase
Exhibit J: Applicant Board Resolutions approving the Stock Purchase
Form D: Prior Notice of a Transaction by Universal Fidelity Life Insurance Company on behalf of Southern Life and Health Insurance Company dated August 4, 2020
Ex. A to the Form D: Administration and Services Agreement by and between Southern Life and Health Insurance Company and Universal Fidelity Life Insurance Company [REDACTED]
Form AA: Consent to Jurisdiction Statement dated August 4, 2020 by Universal Fidelity Life Insurance Company on behalf of Southern Life and Health Insurance Company
Correspondence:
Email to C. Brent Haggard, Chairman, President and Chief Executive Officer of Universal Fidelity Life Insurance Company, with a copy to Jed Roher, Husch Blackwell LLP, from Steven J. Junior, OCI, dated September 1, 2020, conveying letter and suggested stipulation and order
Letter to C. Brent Haggard, Chairman, President and Chief Executive Officer of Universal Fidelity Life Insurance Company, with a copy to Jed Roher, Husch Blackwell LLP, from Steven J. Junior, OCI, dated September 1, 2020
Suggested Form of Stipulation and Order
Letter to Steven J. Junior, OCI, from Jed A. Roher, Husch Blackwell LLP, dated September 10, 2020, in response to the September 1, 2020, inquiry from Steven J. Junior, OCI, with public information described
Email to Steven J. Junior, OCI, from Jed A. Roher, Husch Blackwell LLP, with copies to Amy Malm, C. Brent Haggard, and Kyle Conrad dated September 10, 2020, transmitting information for which confidentiality was not being requested
Attachment #1A – Post-Acquisition Risk-Based Capital Calculation of Southern Life and Health Insurance Company as if completed on December 31, 2019
Attachment #1B – Excerpt of Risk-Based Capital Calculation of Southern Life and Health Insurance Company as of December 31, 2019
Attachment #12 – Revised Administration and Services Agreement by and between Southern Life and Health Insurance Company and Universal Fidelity Life Insurance Company
Email to Steven J. Junior, OCI, from Jed A. Roher, Husch Blackwell LLP, with copies to Amy Malm, C. Brent Haggard, and Kyle Conrad dated September 10, 2020, transmitting information for which confidentiality was requested
Letter to Steven J. Junior, OCI, from Jed A. Roher, Husch Blackwell LLP, dated September 10, 2020, in response to the September 1, 2020 inquiry from Steven J. Junior, OCI, describing and conveying confidential information [CONFIDENTIAL]
Attachment 6A – Mutual Non-Disclosure, Confidentiality and Proprietary Rights Agreement by and between Southern Life and Health Insurance Company and Universal Fidelity Life Insurance Company dated October 10, 2019 [CONFIDENTIAL]
Attachment 6B – Amendment No. 1 to the Mutual Non-Disclosure, Confidentiality and Proprietary Rights Agreement by and between Southern Life and Health Insurance Company and Universal Fidelity Life Insurance Company dated May 29, 2020 [CONFIDENTIAL]
Attachment #7 – Personal balance sheet of C. Brent Haggard as of December 31, 2019, with personal attestation as to its accuracy and integrity [CONFIDENTIAL]
Attachment #8a – Financial Statements as of December 31, 2019 for CBH Management Services Inc.; Seneca International Ltd.; Universal Fidelity Services LLC; Legend Insurance Agency LLC; and GR Phronesis Inc. [CONFIDENTIAL]
Attachment 8d – Financial Statements as of December 31, 2019, for Universal Fidelity Administrators Company [CONFIDENTIAL]
Attachment 8e – Financial Statements as of December 31, 2019, for Universal Capital Company LLC [CONFIDENTIAL]
Email to Steven J. Junior, OCI, from Jed A. Roher, Husch Blackwell LLP, with copies to Amy Malm, C. Brent Haggard, and Kyle Conrad dated September 10, 2020, transmitting suggested revisions to Stipulation and Order
Email to C. Brent Haggard, Chairman, President and Chief Executive Officer of Universal Fidelity Life Insurance Company, and Jed Roher, Husch Blackwell LLP, from Steven J. Junior, OCI, dated September 21, 2020, with attachments, including:
Email to Jed Roher, Husch Blackwell LLP; William J. Toman, Quarles & Brady, LLP; and C. Brent Haggard, Chairman, President and Chief Executive Officer of Universal Fidelity Life Insurance Company from Steven J. Junior, OCI, dated September 21, 2020, with attachments, including:
Email to Steven J. Junior, OCI, from Jed Roher, Husch Blackwell LLP, dated October 3, 2020, in response to the September 21, 2020, email from Steven J. Junior, OCI, with the following attachments, including:
Hearing Documents:
Decision Documents: