Last Updated: April 20, 2018
Information on the Proposed Acquisition of Control of Time Insurance Company and John Alden Life Insurance Company
On February 23, 2018, a Form A Statement (the Form A Statement) was filed with the Wisconsin Office of the Commisioner of Insurance by TPG VI Wolverine, LP (TVG VI), TPG VI Wolverine Co-Invest, LP (TPG VI Co-Invest and, together with TPG VI, the TPG Stockholders), TPG Advisors VI-AIV, Inc. (TPG Advisors), and the individuals named therein as applicants (collectively with the TPG Stockholders and TPG Advisors, the Applicants) in connection with the proposed sale of TWG Holdings Limited (TWG), a portfolio company of TPG Global, LLC (TPG Capital), to Assurant, Inc. (Assurant).
The Form A Statement regards two Wisconsin domiciled insurance companies indirectly and wholly owned by Assurant, namely, Time Insurance Company and John Alden Life Insurance Company (the Domestic Insurers).
On the terms and subject to the conditions set forth in an Amended and Restated Agreement and Plan of Merger, dated as of January 8, 2018, Assurant will acquire TWG and its subsidiaries, pursuant to a merger (the Proposed Merger). Upon completion of the Proposed Merger, the Domestic Insurers will remain indirect wholly owned subsidiaries of Assurant and, as a result of stock consideration received, the TPG Stockholders will hold a minority equity interest in Assurant over the 10% threshold contained in the rebuttable presumption of control in s. 600.03 (13), Wis. Stat. In conjunction with such equity interest, the TPG Stockholders will obtain certain rights and obligations under the terms of a proposed stockholder rights agreement and registration rights agreement with Assurant. The remainder of the common stock of Assurant will be widely held.
The Commissioner deems the TPG Stockholders' proposed acquisition of the minority equity interest in Assurant to constitute an acquisition of control. As a result, the Form A Statement was filed in connection with the deemed acquisition of control of the Domestic Insurers by the Applicants.
Time Insurance Company is a Wisconsin-domiciled stock insurance company. It was incorporated on February 4, 1910, and is licensed in 50 U.S. jurisdictions. John Alden Life Insurance Company is a Wisconsin-domiciled stock insurance company. It was incorporated on January 1, 1973, and is licensed in 52 U.S. jurisdictions.
Assurant is a Delaware corporation that provides products, services, and support for major consumer purchases like homes, cars, appliances, mobile devices, and funerals. Assurant has a market presence in 16 countries worldwide, and is publicly traded on the New York Stock Exchange under the ticker symbol "AIZ."
TWG is a Bermuda exempted limited company. The Warranty Group provides underwriting, claims administration, and marketing expertise to manufacturers, distributors, and retailers of consumer goods including automobiles, homes, consumer appliances, electronics, and furniture, as well as specialty insurance products and services for financial institutions. The Warranty Group has operations in more than 35 countries and over 1,600 employees.