Acquisition of Control of Unigard Indemnity Company by Sutton National Insurance Holdings LLC, Brickell Insurance Holdings LLC, MTCP LLC, and Mr. Steven Pasko

​​Last Updated: December 18, 2018

Information on the Proposed Acquisition of Control of Unigard Indemnity Company by Sutton National Insurance Holdings LLC, Brickell Insurance Holdings LLC, MTCP LLC, and Mr. Steven Pasko

The Petitioners filed a Form A filing for the acquisition of control of Unigard Indemnity Company dated August 1, 2018. The company is intended to be sold as a clean shell. The Petitioners intend that Unigard Indemnity Company (to be renamed Sutton National Insurance Company) become a leading carrier of property and casualty and short-term accident and health risks, working with managing general agents in the program insurance market and sharing risks with reinsurance partners. The company will pursue territorial and line of authority expansion with the goal of operating in all 50 U.S. states within 3 years.

General administrative support for the company will be provided by 777 Partners LLC, through an Intercompany Service Agreement. It is anticipated that the company will enter into a third-party services agreement with Atlas General Insurance for support on originations, underwriting, claims management and various administrative functions.

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 cont​ent.naic.org/consumer.htm.

• Exhibit 1:  List of Exhibits in the Matter of the Acquisition of Control of Unigard Indemnity Company by Sutton National Insurance Holdings LLC, Brickell Insurance Holdings LLC, MTCP LLC, and Mr. Steven Pasko (Case No. 18-C42836)
• Exhibit 2:  Letter to Commissioner Ted Nickel from Ms. Allison J. Tam, Willkie, Farr & Gallagher LLP dated August 1, 2018, introducing the Form A
• Exhibit 3:  Form A dated August 1, 2018, and received by OCI on August 6, 2018
• Exhibit 4:  Letter to Commissioner Ted Nickel from Ms. Allison J. Tam, Willkie, Farr & Gallagher LLP dated August 1, 2018, requesting the confidentiality of certain documents and explaining the basis for these requests
• Exhibit 5:  Exhibit A to the Form A - Stock Purchase Agreement dated as of July 16, 2018, by and among Sutton National Insurance Holdings LLC, QBE Holdings Inc., and Unigard Insurance Company [CONFIDENTIAL]
• Exhibit 6:  Exhibit B to the Form A - Abbreviated Post-Acquisition Organizational Chart
• Exhibit 7:  Exhibit C to the Form A - Directors and Executive Officers of Sutton National Insurance Holdings LLC, Brickell Insurance Holdings LLC, and MTCP LLC
• Exhibit 8:  Exhibit D to the Form A - Proposed Directors and Executive Officers of Unigard Indemnity Company
• Exhibit 9:  Exhibit E to the Form A - Biographical Affidavits of Ryan W. Clarkson; William E. Hitselberger; Steven W. Pasko; William R. Trzos (with an amendment deemed reasonable); Lloyd D. Yavener [CONFIDENTIAL]
• Exhibit 10:  Exhibit F to the Form A - Loan and Security Agreement entered into 777 Partners LLC, as Lender, and Brickell Insurance Holdings LLC [CONFIDENTIAL]
• Exhibit 11:  Exhibit G to the Form A - Plan of Operations and Financial Projections of Unigard Indemnity Company as filed with the Wisconsin Office of the Commissioner of Insurance [CONFIDENTIAL]
• Exhibit 12:  From Exhibit G of the Form A - Form AA Consent to Jurisdiction Statement by Sutton National Insurance Holdings LLC on behalf of Unigard Indemnity Company dated August 1, 2018
• Exhibit 13:  From Exhibit G of the Form A - Form AA Consent to Jurisdiction Statement by Brickell Insurance Holdings LLC on behalf of Unigard Indemnity Company dated August 1, 2018
• Exhibit 14:  From Exhibit G of the Form A - Form AA Consent to Jurisdiction Statement by MTCP LLC on behalf of Unigard Indemnity Company dated August 1, 2018
• Exhibit 15:  From Exhibit G of the Form A - Form AA Consent to Jurisdiction Statement by Steven Pasko on behalf of Unigard Indemnity Company dated August 1, 2018
• Exhibit 16:  Change No. 1 dated August 22, 2018 to the Form A, including (i) a replacement for Exhibit B to the Form A "Abbreviated Post-Acquisition Organizational Chart" [CONFIDENTIAL]; (ii) an updated Exhibit C to the Form A, "Directors and Executive Officers of Sutton National Insurance Holdings LLC; (iii) Listing of Directors and Executive Officers of Brickell Insurance Holdings LLC; (iv) Listing of Directors and Executive Officers of MTCP LLC; (v) Updated Exhibit E to the Form A, including "Addendum to Biographical Affidavit of Mr. Steve Pasko", Biographical Affidavit of Ryan S. Kirby, and Biographical Affidavit of Thomas R. Dickson [CONFIDENTIAL]
• Exhibit 17:  Change No. 2 dated August 23, 2018 to the Form A, including, as a new Exhibit I to the Form A, an Intercompany Service Agreement by and between Unigard Indemnity Company and 777 Partners LLC [CONFIDENTIAL]
• Exhibit 18:  Letter to Mr. Lloyd Yaverer, dated October 4, 2018, from Steven J. Junior, OCI, with four questions, including a draft stipulation and order
• Exhibit 19:  Notice of Hearing dated October 16, 2018, with cover letter, scheduling hearing for October 31, 2018
• Exhibit 20:  Cancellation of Hearing scheduled for October 31, 2018
• Exhibit 21:  Change No. 3 dated November 7, 2018 to the Form A, describing change to the nature and source of funds to purchase shares of and make additional capital contributions to Unigard Indemnity Company [CONFIDENTIAL]
• Exhibit 22:  Not Used
• Exhibit 23:  Letter to John Svoboda, Senior Vice President and Regulatory Officer, QBE North America, from Kristin L. Forsberg, OCI, dated November 27, 2018, nondisapproving agreements to disengage Unigard Indemnity Company from the QBE Group, subject to approval by QBE North America's Board of Directors and the approval of the Form A by the OCI
• Exhibit 24:  Letter to Steven J. Junior, OCI, from William J. Toman, Quarles & Brady LLP, dated November 29, 2018, responding to letter to Mr. Lloyd Yaverer, dated October 4, 2018, from Steven J. Junior, OCI, with attachment
• Exhibit 25:  Notice of Hearing dated November 30, 2018, with cover letter, scheduling hearing for December 12, 2018
• Exhibit 26:  Case Recommendation Memorandum for Case No. 18-C42836, dated November 30, 2018
• Exhibit 27:  Form of Stipulation and Order in the Matter of Sutton National Insurance Company for execution following the acquisition of control
• Exhibit 28:  E-mail to William J. Toman, Quarles & Brady LLP, from Steven J. Junior, OCI, transmitting Case Recommendation Memorandum for Case No. 18-C42836, dated November 30, 2018, the form of Stipulation and Order in the Matter of Sutton National Insurance Company for execution following the acquisition of control, and waivers of right to object for use by the Petitioners and the QBE Group

Additions/Revisions to List of Exhibits

• Exhibit 1:  List of Exhibits in the Matter of the Acquisition of Control of Unigard Indemnity Company by Sutton National Insurance Holdings LLC, Brickell Insurance Holdings LLC, MTCP LLC, and Mr. Steven Pasko (Case No. 18-C42836), as updated on December 12, 2018
• Exhibit 29:  Letter to Steven J. Junior, OCI, from Abigail K. Darwin, Quarles & Brady LLP, dated December 7, 2018, requesting certain edits to the Case Recommendation Memorandum for Case No. 18-C42836, dated November 30, 2018
• Exhibit 30:  Revised Case Recommendation Memorandum for Case No. 18-C42836, dated December 12, 2018

 Final Decision

• Cover letter and Final Decision for Case No. 18C42836