Sentry Insurance a Mutual Company Restructuring

​​Last Updated: November 13, 2020

​Information on the Restructuring of Sentry Insurance a Mutual Company to a Mutual Holding Company and a Stock Insurance Company

On November 20, 2019, Sentry Insurance a Mutual Company (“SIAMCO"), a Wisconsin mutual insurance company, filed a proposed plan for a mutual holding company restructuring pursuant to Chapter 644 of the Wisconsin Insurance code. As described in the filing, the effect of the restructuring will cause the following to occur:

1. SIAMCO will become a Wisconsin stock insurance company

2. SIAMCO shall incorporate Sentry Holdings, Inc. (“SHI") under Chapter 180 of the Wisconsin Statutes

3. Sentry Mutual Holding Company (“SHMC") will be incorporated under Chapter 644 of the Wisconsin Insurance Code.

4. All Membership interests and rights in surplus of SIAMCO will be extinguished and the members of SIAMCO will become members in the newly created SHMC with such rights and privileges, including membership interests and rights in surplus of SHMC. In keeping with one of the advantages of a mutual holding company restructuring, membership interests and rights in surplus of SMHC will also be granted to policyholders of several property and casualty insurance companies known as Sentry Member Companies, designated in accordance with the Articles of Incorporation and Bylaws of SMHC.

5. SHI will be issued 100% of the initial voting stock of Sentry Insurance Company.

6. SHMC will be issued 100% of the initial shares of voting stock of SHI

7. SIAMCO will transfer 100% of the limited liability company membership interests or shares of voting stock of the following SIAMCO subsidiaries to SHI:

1. John Parker Development, L.L.C.,

2. Sentry Services, L.L.C.,

3. Productivity Advantage, Inc.,

4. Sentry Aviation Services, Inc., and 

5. WAULECO, Inc.

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 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 SIAMCO, along with key 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.

Application Materials Filed with OCI on November 20, 2019

• Cover Letter Dated November 20, 2019

• Table of Contents – MHC Plan Filing

• Exhibit 1 – Mutual Holding Company Plan

• Exhibit 1.A – Adopting Resolutions

• Exhibit 1.B – Second Amended and Restated Articles of SIC

• Exhibit 1.C –​ Amended and Restated Bylaws of SIC

• Exhibit 1.D – Articles of Incorporation of Sentry MHC

• Exhibit 1.E – Bylaws of Sentry MHC
  

• Exhibit 1.F – Articles of incorporation of SHI

• Exhibit 1.G – Bylaws of SHI

• Exhibit 1.H – Directors and Officers of Sentry MHC, SHI, and SIC

• Exhibit 2 – Proposed Directors and Officers of Sentry MHC

• Exhibit 3 – Amount and Source of Funds for Sentry MHC

• Exhibit 4 –​ Proposed Compensation of Directors and Officers of Sentry MHC

• Exhibit 5 – Proposed Capital of Sentry MHC
  

• Exhibit 6 – Five-Year Business Plan for Sentry MHC [CONFIDENTIAL] 

• Exhibit 7 – Agreements with Proposed Directors and Officers

• Exhibit 8 – Policyholder Information Booklet

• Exhibit 9 – Letter from Chairman of SIAMCO to Policyholders

• Exhibit 10 – Proxy Form

• Exhibit 11 – Voting Procedures of Sentry MHC

• Exhibit 12 – Sentry MHC, SIC, and SHI Administrative Service Agreements

Correspondence

• Email from Kevin G. Fitzgerald, Foley & Lardner LLP, to Richard B. Wicka, Steven J. Junior, Michael A. Mancusi-Ungaro, and Elena Vetrina, OCI, dated May 12, 2020, transmitting certain updates to the Mutual Holding Company Plan and Related Transactions

• Mutual Holding Company Plan, as updated May 12, 2020

• Redlined Mutual Holding Company Plan, comparing update of May 12, 2020 to the version filed on November 20, 2019

• Bylaws of Sentry Mutual Holding Company, as updated May 12, 2020

• Redlined Bylaws of Sentry Mutual Holding Company, comparing update of May 12, 2020 to the version filed on November 20, 2019

• Policyholder Information Booklet, as updated May 12, 2020

• Redlined Policyholder Information Booklet, comparing update of May 12, 2020 to the version filed on November 20, 2019

• Proxy Form, as updated May 12, 2020

• Redlined Proxy Form, comparing update of May 12, 2020 to the version filed on November 20, 2019

• Revised Administrative Services Agreement to be effective January 1, 2021 by and among Sentry Insurance Company, Sentry Mutual Holding Company, and Sentry Holdings, Inc.  [UNDER REVIEW]

• Email to Kevin G. Fitzgerald, Foley & Lardner, LLP, from Steven J. Junior, OCI, dated June 19, 2020, with the following attachments:

• Draft Case Recommendation Memorandum

• Draft List of Exhibits

• Draft Form of Waiver

• Email to Steven J. Junior, OCI, from Kevin G. Fitzgerald, Foley & Lardner, LLP, dated July 10, 2020, with comments on draft documents attached to June 19, 2020, email

• Email​ thread between Kevin G. Fitzgerald, Foley & Lardner, LLP, and Richard B. Wicka, OCI, related to the Stipulation and Order

• Revised draft List of Exhibits – clean copy

• Redlined revised draft List of Exhibits

• Redlined revised draft Case Recommendation Memorandum

• Revised draft Case Recommendation Memorandum – clean copy

• Email thread between Kevin G. Fitzgerald, Foley & Lardner, LLP, and Richard B. Wicka, OCI, with attached [CONFIDENTIAL] redlined and clean copy of the Stipulation and Order

• Email to Kevin G. Fitzgerald, Foley & Lardner, LLP, from Steven J. Junior, OCI, dated July 27, 2020, with the following attachments:

• Draft List of Exhibits

• Draft Case Recommendation Memorandum

• Draft Notice of Hearing

• Email to Steven J. Junior, OCI, from Kevin G. Fitzgerald, Foley & Lardner, LLP, dated July 29, 2020, confirming acceptability of draft documents sent on July 27, 2020

• Email to Steven J. Junior, OCI, from Kevin G. Fitzgerald, Foley & Lardner, LLP, dated September 23, 2020, conveying the executed Mutual Holding Company Plan of Sentry Insurance a Mutual Company

• Executed Mutual Holding Company Plan of Sentry Insurance a Mutual Company, with complete attachments

• Email to Steven J. Junior, OCI, from Kevin G. Fitzgerald, Foley & Lardner, LLP, dated October 21, 2020, conveying the following attachments:

• Affidavit of Mailing of Kip J. Kobussen, Vice President, General Counsel and Corporate Secretary of Sentry Insurance a Mutual Company

• Exhibit A to the Affidavit of Mailing of Kip J. Kobussen, which is the Affidavit of Mailing of AST

• Affidavit of Publication – Milwaukee Journal Sentinel for October 1, 2020

• Affidavit of Publication – Stevens Point Journal for October 1, 2020

• Affidavit of Publication – USA Today for October 1, 2020

• Attachment to Affidavit of Publication – USA Today for October 1, 2020

• Notice of Appearances on behalf of Sentry Insurance a Mutual Company for the Hearing on October 23, 2020

• No Action Letter from the United States Securities and Exchange Commission dated September 22, 2020

• Request for No Action Letter from the United States Securities and Exchange Commission dated September 18, 2020

• Prepared Testimony of Mr. Kip J. Kobussen, Vice President, General Counsel and Corporate Secretary, Sentry Insurance a Mutual Company

• Prepared Testimony of Mr. Todd M. Schroeder, Vice President and Treasurer, Sentry Insurance a Mutual Company

Hearing Notice

• Cover letter to Hearing Notice

• Hearing Notice dated August 27, 2020

Hearing Documents

• List of Hearing Exhibits

• OCI Case Recommendation Memo in Case No. 20-C43622

• Stipulation and Order Case No. 20-C43622 (Available through an open record request)

• Updated List of Hearing Exhibits

Decision Documents

• Cover Letter to the Proposed Decision

• Proposed Decision

• Cover Letter to the Final Decision

• Final Decision