Last Updated: October 27, 2020
Information on SECURA INSURANCE, A Mutual Company's Application to Restructure into a Mutual Holding Company Pursuant to Chapter 644 of the Wisconsin Insurance Code.
On May 8, 2020, SECURA INSURANCE, A Mutual Company (SECURA) filed a proposed plan for a mutual holding company restructuring. As described in the filing, the effect of the restructuring will cause the following to occur:
- The formation of SECURA Insurance Mutual Holding Company.
- Conversion of SECURA from a mutual insurance company to a stock insurance company, to be known as SECURA Insurance Company.
- All of the common stock of the newly converted SECURA Insurance Company would be contributed to a newly formed intermediate holding company, SECURA Holdings, Inc. (SHI).
- SHI would be a wholly owned subsidiary of SECURA Insurance Mutual Holding Company.
- SECURA Insurance Company would become a wholly owned second tier subsidiary of SECURA Insurance Mutual Holding Company.
State law allows for a mutual insurance company to convert to a stock insurance company by placing the mutual policyholders' ownership rights in a mutual holding company that then becomes the direct or indirect owner of the newly converted stock insurance company. This transaction needs to be filed with, and approved by OCI before it can be completed.
The restructuring plan filed by SECURA, along with all pertinent correspondence and statutorily required information will be placed in this section of OCI's website. This transaction requires a public hearing to be held before a decision is made by the OCI on the restructuring plan.
Table of Contents Provided by the Company for the Mutual Holding Company Plan
List of Filed Exhibits:
- Exhibit 1: Mutual Holding Company Plan
- Exhibit 2: Resolution of the Board of Directors of SECURA INSURANCE, A Mutual Company dated November 12, 2019, approving the Mutual Holding Company Plan and related transactions
- Exhibit 3: Third Amended and Restated Articles of Incorporation of SECURA Insurance Company
- Exhibit 4: Third Amended and Restated Bylaws of SECURA Insurance Company
- Exhibit 5: Articles of Incorporation of SECURA Insurance Mutual Holding Company
- Exhibit 6: Bylaws of SECURA Insurance Mutual Holding Company
- Exhibit 7: Articles of Incorporation of SECURA Holdings, Inc.
- Exhibit 8: Bylaws of SECURA Holdings, Inc.
- Exhibit 9: Directors and Officers of SECURA Insurance Mutual Holding Company and SECURA Holdings, Inc.
- Exhibit 10: Biographical Affidavits – Complete Biographical Affidavits are already on file for each proposed Director and Officer [CONFIDENTIAL]
- Exhibit 11: Agreements to which Directors and Officers are Party
- Exhibit 12: Amount and Source of Funds Available for Organization and Initial Operating Expenses
- Exhibit 13: Director and Officer Compensation
- Exhibit 14: Proposed Capital
- Exhibit 15: Business Plan [CONFIDENTIAL]
- Exhibit 16: Form of Policyholder Information Booklet
- Exhibit 17: Board of Directors' Letter to Policyholders
- Exhibit 18: Form of Policyholder Meeting Notice
- Exhibit 19: Reserved – Form of Notice of Public Hearing must be supplied by the Office of the Commissioner of Insurance
- Exhibit 20: Anticipated Frequently Asked Questions and Responses
- Exhibit 21: Proxy Form
- Exhibit 22: Procedures for the Conduct of Voting on SECURA INSURANCE, A Mutual Company's Proposal to Convert to a Mutual Holding Company Structure
- Exhibit 23: Professional and Administrative Services Agreement to be effective January 1, 2021 by and among SECURA Insurance Mutual Holding Company, SECURA Holdings, Inc., SECURA Insurance Company, and SECURA Supreme Insurance Company
Final Policyholder Information Package
Email from Morgan J. Tilleman, Foley & Lardner LLP, to Steven J. Junior, OCI, dated August 2020, which included as attachments:
Notice of Hearing: