Proposed Acquistion of Unigard Insurance Company by Sentry Insurance a Mutual Company

Last Updated: October 28, 2020

Acquisition of Unigard Insurance Company by Sentry Insurance a Mutual Company

On July 16, 2020, the Wisconsin Office of the Commissioner of Insurance received a Form A from Sentry Insurance a Mutual Company dated July 10, 2020, for the acquisition of Unigard Insurance Company pursuant to a Stock Purchase Agreement with QBE Regional Companies (N.A.), Inc. dated June 26, 2020.  QBE Regional Companies (N.A.), Inc., and Unigard Insurance Company are indirect, wholly owned subsidiaries of their ultimate controlling person, QBE Insurance Group Limited, the shares of which are publicly traded on the Australian Securities Exchange.  At the closing, Unigard Insurance Company and QBE Insurance Corporation will enter into a Loss Portfolio Transfer and Quota Share Reinsurance Agreement and an Administrative Services Agreement, the effect of which shall be for QBE Insurance Corporation to assume and administer all policy liabilities of the company and related inuring reinsurance agreements and third party administrator contracts.  Through these arrangements, Unigard Insurance Company would be rendered for practical purposes, insofar as is possible, a clean shell at the time ownership would be transferred to Sentry Insurance a Mutual Company.

Under Sentry's ownership, the plans are for the company to write personal lines automobile, motorcycle and powers​ports insurance products through agents and on a direct basis.

Form A and Related Items Filed on July 16, 2020:

• Letter to Commissioner Mark A. Afable from Kevin G. Fitzgerald, Foley & Lardner LLP, dated July 15, 2020
• Form A dated July 10, 2020
• Exhibit 1(a)(i) to the Form A:  Stock Purchase Agreement dated as of June 26, 2020 by and between Sentry Insurance a Mutual Company, as Buyer, and QBE Regional Companies (N.A.), Inc., as Seller
• Exhibit 1(b) to the Form A:  Disclosure Schedules to the Stock Purchase Agreement [CONFIDENTIAL]
• Exhibit 2(c)(i) to the Form A:  Present Organizational Chart for Sentry Insurance a Mutual Company
• Exhibit 2(c)(ii) to the Form A:  Post-Acquisition Organizational Chart
• Exhibit 5 to the Form A:  Post-Acquisition Business Plan for Unigard Insurance Company [CONFIDENTIAL]
• Exhibit 12(a) to the Form A:  Three-Year Post-Acquisition Financial Projections [CONFIDENTIAL]
• Exhibit 12(c) to the Form A:  2019 Annual Report of Sentry Insurance a Mutual Company
• Exhibit 12(c) to the Form A:  2018 Annual Report of Sentry Insurance a Mutual Company
• Exhibit 12-1 to the Form A:  2019 Audited Consolidated Statutory Annual Financial Statement of Sentry Insurance a Mutual Company and Subsidiaries and Affiliates
• Exhibit 12-2 to the Form A:  2018 Audited Consolidated Statutory Annual Financial Statement of Sentry Insurance a Mutual Company and Subsidiaries and Affiliates
• Exhibit 12-3 to the Form A:  2017 Audited Consolidated Statutory Annual Financial Statement of Sentry Insurance a Mutual Company and Subsidiaries and Affiliates
• Exhibit 12-4 to the Form A:  2016 Audited Consolidated Statutory Annual Financial Statement of Sentry Insurance a Mutual Company and Subsidiaries and Affiliates
• Exhibit 12-5 to the Form A:  2015 Audited Consolidated Statutory Annual Financial Statement of Sentry Insurance a Mutual Company and Subsidiaries and Affiliates

Hearing Documents:

• Notice of Hearing - Case No. 20-C43743
• OCI Recommendation Memo (Case No. 20-C43743) [REDACTED]
• List of Hearing Exhibits (Case No 20-C43743)

Proposed and Final Decision

• Proposed Decision (Case No. 20-C43743)
• Final Decision (Case No. 20-C43743)