Acquisition of Control of The Omaha Indemnity Company by Hannover Finance, Inc. (Applicant)

​Last Updated: January 8, 2019

Information on the Proposed Acquisition of Control of The Omaha Indemnity Company by Hannover Finance, Inc. (Applicant)

On October 20, 2017, the Applicant filed a plan to acquire control of The Omaha Indemnity Company through the purchase of 100% of its issued and outstanding capital stock from Mutual of Omaha Insurance Company.

The Omaha Indemnity Company is a Wisconsin-domiciled stock property and casualty insurance company. It was incorporated on January 20, 1956, under the laws of the state of Wisconsin as The Equitable Casualty Company. On February 7, 1967, the articles of incorporation were amended and restated in connection with a transfer of ownership to Mutual of Omaha Insurance Company. The present name of the company was adopted on October 30, 1967. It is licensed in 29 states, including Wisconsin, and has been in runoff since 1986.

If the proposed acquisition is approved, it is planned that The Omaha Indemnity Company will be renamed Glencar Insurance Company and will write specialty admitted business in the United States generated by an affiliated general agency, Glencar Underwriting Managers, Inc. Great care will be taken not to compete with the ceding company clients of Hannover Rück (Hannover Re). It is anticipated that claims will be adjusted by unaffiliated third-party administrators, subject to the general oversight of Hannover Re Services USA, Inc. Both Glencar Underwriting Managers, Inc., and Hannover Re Services USA, Inc., are based in a suite of offices in Itasca, Illinois. It is anticipated that Glencar Insurance Company will reinsure its business with Hannover Re under a 90% quota share treaty.

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' Web site at http://www.naic.org/cis/.

Form A and Exhibits Filed with the Wisconsin OCI:

• Cover Letter to The Honorable Ted Nickel, Commissioner of Insurance, from Thomas R. Hrdlick, Foley & Lardner LLP, dated October 20, 2017
• Form A – Statement Regarding the Acquisition of Control of The Omaha Indemnity Company by Hannover Finance, Inc., dated October 20, 2017
• Exhibit 1 – Stock Purchase Agreement among Hannover Finance, Inc., and Mutual of Omaha Insurance Company dated as of September 15, 2017

• Exhibit 1 – Stock Purchase Agreement – Disclosure Schedules [CONFIDENTIAL]

• Exhibit 2 – 100% Quota Share Reinsurance Agreement by and between The Omaha Indemnity Company and Property and Casualty Company of Omaha
• Exhibit 3 – Administrative Services Agreement by and between The Omaha Indemnity Company and Property and Casualty Company of Omaha
• Exhibit 4 – Guaranty Agreement by and among Mutual of Omaha Insurance Company, as Guarantor; Hannover Finance, Inc., as Buyer; and The Omaha Indemnity Company, as Company
• Exhibit 5 – Hannover Re Group Organizational Chart

• Exhibit 6 – Biographical Affidavits of Patrick Fee, Clint Thompson, Catherine Hood, Mitch Luedtke, and Michael Paul [CONFIDENTIAL]

• Exhibit 7 – Proposed Amended and Restated Articles of Incorporation
• Exhibit 8 – Proposed Amended and Restated Bylaws

• Exhibit 9 – Post-Acquisition Business Plan [CONFIDENTIAL]

• Exhibit 10–A – 2012 Hannover Finance, Inc., Consolidated Income Statement – IFRS Basis
• Exhibit 10–A(2) – 2013 Hannover Finance, Inc., Consolidated Balance Sheet – IFRS Basis
• Exhibit 10–A(3) – 2014 Hannover Finance, Inc., Consolidated Balance Sheet – IFRS Basis
• Exhibit 10–A(4) – 2015 Hannover Finance, Inc., Consolidated Balance Sheet – IFRS Basis
• Exhibit 10–A(5) – 2016 Hannover Finance, Inc., Consolidated Balance Sheet – IFRS Basis
• Exhibit 10–B – June 30, 2017, Hannover Finance, Inc., Consolidated Balance Sheet and Income Statement – IFRS Basis

• Exhibit 10–C – Three-Year Financial Projections for The Omaha Indemnity Company [CONFIDENTIAL]

• Exhibit 11–A (2012) – 2012 Annual Report for Hannover Rück SE
• Exhibit 11–A (2013) – 2013 Annual Report for Hannover Rück SE
• Exhibit 11–A (2014) – 2014 Annual Report for Hannover Rück SE
• Exhibit 11–A (2015) – 2015 Annual Report for Hannover Rück SE [Not yet available]
• Exhibit 11–A (2016) – 2016 Annual Report for Hannover Rück SE
• Exhibit 11–B – June 30, 2017, Consolidated Financial Statements for Hannover Rück SE
• Letter to Steven Junior, OCI, from Thomas R. Hrdlick, Foley & Lardner LLP, dated October 25, 2017, transmitting confidential biographical affidavits of Glenn Eugene Martin and Michael Thomas Paul
• Cover Letter to The Honorable Ted Nickel, Commissioner of Insurance, from Thomas R. Hrdlick, Foley & Lardner LLP, dated October 31, 2017
• Form D – Prior Notice of a Transaction by Hannover Finance, Inc., on behalf of The Omaha Indemnity Company, dated October 31, 2017
• Exhibit A to the Form D – Administrative Services Agreement by and among Glencar Underwriting Managers, Inc., and Glencar Insurance Company
• Exhibit B to the Form D – Program Administrator’s Agreement by and between Glencar Underwriting Managers, Inc., and Glencar Insurance Company
• Exhibit C to the Form D – Tax Allocation and Settlement Policy by and among Hannover Finance, Inc., and Glencar Insurance Company
• Exhibit D to the Form D – Outsourcing Contract for Services in the Field of Asset Investment and Portfolio Management between Talanx Asset Management GmbH and Glencar Insurance Company
• Exhibit E to the Form D –  90% Quota Share Reinsurance Agreement between Hannover Rück SE, as Reinsurer, and Glencar Insurance Company, as Ceding Company
• Letter to Steven Junior, OCI, from Thomas R. Hrdlick, Foley & Lardner LLP, dated October 31, 2017, transmitting confidential biographical affidavits of Sven Althoff, Claude Chevre, Jurgen Graber, Dr. Klaus Miller, Dr. Michael Pickel, Roland Vogel, and Ulrich Wallin
• Letter to Steven Junior, OCI, from Thomas R. Hrdlick, Foley & Lardner LLP, dated November 1, 2017, transmitting confidential biographical affidavit of Axel Freiboth
• E-mail to Thomas R. Hrdlick, Foley & Lardner LLP, from Steven Junior, OCI, dated November 7, 2017, transmitting certain requests, the draft Case Recommendation Memo, draft list of exhibits for the hearing and forms for waiver of right to object

  • Draft Case Recommendation Memo [CONFIDENTIAL]

  • Draft list of exhibits
  • Draft stipulation and order is attached concerning certain conditions for our approval of the proposed acquisition of control
  • Draft waivers of right to object for use in the event that the parties would like expedited entry of a Final Decision in accordance with the Proposed Decision
• E-mail to Steve Junior, OCI, from Thomas R. Hrdlick, Foley & Lardner LLP, dated November 10, 2017, with partial response to the e-mail from Steven Junior, OCI, dated November 7, 2017
  • 2012 balance sheet for Hannover Finance, Inc.
  • 2013 income statement for Hannover Finance, Inc.
  • 2014 income statement for Hannover Finance, Inc.
  • 2015 income statement for Hannover Finance, Inc.
  • 2016 income statement for Hannover Finance, Inc.
• E-mail to Steven Junior, OCI, from Thomas R. Hrdlick, Foley & Lardner LLP, dated November 17, 2017, with remainder of responses to the e-mail from Steven Junior, OCI, dated November 7, 2017
  • Amended and Restated Bylaws for Glencar insurance Company, as revised
  • Redlined Amended and Restated Bylaws for Glencar Insurance Company, as revised
  • Administrative Services Agreement by and among Glencar Underwriting Managers, Inc., and Glencar Insurance Company, as revised
  • Redlined Administrative Services Agreement by and among Glencar Underwriting Managers, Inc., and Glencar Insurance Company, as revised

  • Redlined draft case recommendation memorandum indicating suggested changes [CONFIDENTIAL]

  • Draft stipulation and order concerning certain conditions for approval of the proposed acquisition of control, with changes suggested by Applicant
  • Redlined draft stipulation and order concerning certain conditions for approval of the proposed acquisition of control, with changes suggested by the Applicant
• Letter to Thomas R. Hrdlick, Foley & Lardner LLP, from Steven Junior, OCI, declining to disapprove by Hannover Finance, Inc., on behalf of The Omaha Indemnity Company, dated October 31, 2017 (it being understood that certain changes would be made to the Administrative Services Agreement by and among Glencar Underwriting Managers, Inc., and Glencar Insurance Company

Hearing Documents:

• Notice of Hearing - Case No. 17-C42186, addressed to Thomas R. Hrdlick, Foley & Lardner LLP, dated November 22, 2017

December 5, 2017

• Case Recommendation Memorandum (Case No. 17-C42186)

December 11, 2017

• Proposed Decision

December 19, 2017

• Final Decision