OCI > Proposed Acquisition of Control of Esurance by Allstate

Proposed Acquisition of Control of Esurance by Allstate

Last Updated: October 3, 2011

Information on the Proposed Acquisition of Control of Esurance Insurance Company and Esurance Insurance Company of New Jersey (Wisconsin Domestic Insurers) by The Allstate Corporation and Allstate Insurance Holdings, LLC

On June 15, 2011, The Allstate Corporation (Allcorp) and Allstate Insurance Holdings, LLC (AIH), filed a plan to acquire control of the above-referenced domestic insurers by purchasing 100% of the capital stock of White Mountains, Inc. (WMI). As part of the transaction, Allcorp will also purchase 100% of the capital stock of Answer Financial Inc. (AFI). WMI is a holding company that directly owns all of the issued and outstanding stock of Esurance Holdings, Inc. (EHI), a corporation organized under the laws of Delaware. EHI directly owns all of the issued and outstanding stock of Esurance Insurance Company (EIC), which in turn owns all of the issued and outstanding stock of Esurance Insurance Company of New Jersey (EICNJ) and Esurance Property and Casualty Insurance Company (EPCIC), a California domestic insurer. AFI is a holding company which, among other things, is the sole member of Insurance Answer Center, LLC, a licensed insurance agency. Following the closing of the transaction, Allcorp will be the ultimate controlling person of EIC and EICNJ, and anticipates contributing the WMI shares to AIH and the AFI shares to Allstate Non-Insurance Holdings, Inc., a Delaware corporation and subsidiary of Allcorp.

The total consideration for the acquisition of WMI and AFI consists of a cash purchase price of approximately $1 billion (the Purchase Price). The Purchase Price will be comprised of $700 million plus closing date tangible book value of the acquired entities.

The Purchase Price will be funded through AIH and Allcorp's internal resources and is not subject to any financing contingency.

The plan of acquisition filed by applicants, along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's website.

As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.

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 Commissioners' website at naic.org/cis/.

Application Material Filed on June 15, 2011